No: Addressed to: Bank of Baroda

INFORMATION MEMORANDUM CREDITACCESS GRAMEEN LIMITED

A limited company incorporated under the Companies Act, 1956 Date of Incorporation: 12 June, 1991

Registered Office: #49, 46th Cross, 8th Block, Jayanagar, Bangalore, Karnataka – 560071 Telephone No.: +91 80 30418100

E-mail: info@creditaccessgrameen.com Website: www.creditaccessgrameen.com

Information Memorandum under Companies Act, 2013, Schedule I of SEBI (Issue and Listing of Debt Securities) Regulations, 2008 ("SEBI Debt Listing Regulations"), as amended from time to

time for issue of Debentures on a private placement basis on July 28, 2020

Background This Information Memorandum is related to the Debentures to be issued by CreditAccess Grameen Limited (the “Issuer” or “Company” or “CAGL” or “CreditAccess Grameen”) on a private placement basis and contains relevant information and disclosures required for the purpose of issuing of the Debentures. The issue of the Debentures comprised in the Issue and described under this Information Memorandum has been authorised by the Issuer through resolutions passed by the shareholders of the Issuer on November 21, 2018 and the Board of Directors of the Issuer passed on October 30, 2019 read with the resolution of the Executive, Borrowings and Investment Committee of the board of directors of the Issuer passed on July 28, 2020 and the Memorandum and Articles of Association of the Issuer. Pursuant to the resolution passed by the Issuer’s shareholders dated November 21, 2018 in accordance with provisions of the Companies Act, 2013, the Issuer has been authorised to borrow, upon such terms and conditions as the Board may think fit for amounts up to INR 12000,00,00,000/- (Rupees Twelve Thousand Crores Only). The present issue of the Debentures in terms of this Information Memorandum is within the overall powers of the Board as per the above shareholder resolution(s).

General Risks

Investment in debt and debt related securities involve a degree of risk and Investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments and only after reading the information carefully. For taking an investment decision, the Investors must rely on their own examination of the Issuer and the Issue including the risks involved. The Debentures have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of Investors is invited to the statement of Risk Factors at Section 3 on of this memorandum of private placement for issue of Debentures on a private placement basis (“Information Memorandum” or “Disclosure Document”). This Information Memorandum has not been submitted, cleared or approved by SEBI.

Issue of 250 (Two Hundred Fifty) rated, listed, senior, secured, redeemable, taxable, non-convertible debentures of face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each, aggregating up to Rs. 25,00,00,000/- (Rupees Twenty-Five Crores Only) on a private placement basis (the “Issue”).

Issuer’s Absolute Responsibility

The Issuer, having made all reasonable inquiries, confirms and represents that the information contained in this Information Memorandum/ Disclosure Document is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum/ Disclosure Document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. The Issuer is solely responsible for the correctness, adequacy and disclosure of all relevant information herein.

Credit Rating The Debentures proposed to be issued by the Issuer have been rated by ICRA Limited (“ICRA”) and CRISIL Limited “CRISIL” (collectively, “Rating Agencies”). ICRA has vide its letter dated July 23, 2020 assigned a rating of ‘ICRA A+’ in respect of the Debentures and CRISIL has vide its letter dated July 27, 2020 assigned a rating of ‘CRISIL A+’ in respect of the Debentures. The above rating(s) is not a recommendation to buy, sell or hold securities and Investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the rating agency(ies) and should be evaluated independently of any other ratings. Please refer to Annexure II of this Information Memorandum for the letter dated July 28, 2020 from the ICRA dated July 23, 2020 and dated July 27, 2020 from CRISIL assigning the credit rating above mentioned and the letters issued by the Rating Agencies disclosing the rating rationale adopted for the aforesaid ratings.

Issue Schedule

Issue Opens on: July 30, 2020 Issue Closing on: July 30, 2020

Deemed Date of Allotment: July 31, 2020

The Issuer reserves the right to change the Issue Schedule including the Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue shall be open for subscription during the banking hours on each day during the period covered by the Issue Schedule. The Debentures are proposed to be listed on the wholesale debt market of the Bombay Stock Exchange (“BSE”).

Registrar & Transfer Agent

KFin Technologies Private Limited

Selenium Building, Tower-B,

Plot No 31 & 32,

Financial District,Nanakramguda,

Serilingampally, Hyderabad,

Rangareddi, Telangana - 500 032.

Debenture Trustee

Catalyst Trusteeship Limited

Windsor,6th floor, Office No.604,

C.S.T Road, kalina, Santacruz (East)

Mumbai 400098, India

TABLE OF CONTENTS

SECTION 1: DEFINITIONS AND ABBREVIATIONS 04 SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS 13 SECTION 3: RISK FACTORS 17 SECTION 4: FINANCIAL STATEMENTS 22 SECTION 5: REGULATORY DISCLOSURES 23 SECTION 6: DISCLOSURES PERTAINING TO WILFUL DEFAULT 72 SECTION 7: TRANSACTION DOCUMENTS AND KEY TERMS 73 SECTION 8: OTHER INFORMATION AND APPLICATION PROCESS 95 SECTION 9: DECLARATION 106 ANNEXURE I: TERM SHEET 107 ANNEXURE II: RATING LETTER & RATING RATIONALE 108 91ANNEXURE III: CONSENT LETTER FROM THE DEBENTURE TRUSTEE 112 ANNEXURE IV: APPLICATION FORM 113 ANNEXURE V: AUDITED FINANCIAL STATEMENTS FOR THE LAST 3 FINANCIAL YEARS 117 ANNEXURE VI: ILLUSTRATION OF BOND CASH FLOWS 131 ANNEXURE VII: AUDITED QUARTERLY RESULTS FOR THE LAST 2 FINANCIAL QUARTERS 132 ANNEXURE VIII: BOARD RESOLUTION AND COMMITTEE RESOLUTION 135 ANNEXURE IX: SHAREHOLDERS' RESOLUTION 141

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SECTION 1: DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Information Memorandum.

Act/Companies Act means the Companies Act, 2013 and shall include any re-enactment, amendment or modification of the Act, as in effect from time to time.

Allot/Allotment/Allotted means the allotment of the Debentures pursuant to this Issue.

Applicable Law Includes all applicable statutes, enactments or acts of any legislative body in India, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any Governmental Authority and any modifications or re-enactments thereof.

Applicant Means a person who will submit a completed Application Form to the Issuer in relation to the Debentures in accordance with this Information Memorandum.

Application Form The form used by the recipient of this Information Memorandum/Disclosure Document, to apply for subscription to the Debentures, which is annexed to this Information Memorandum and marked as Annexure IV.

Application Money Means the subscription amounts paid by the Applicants at the time of submitting the Application Form.

Assets Means, for any date of determination, the assets of the Issuer on such date as the same would be determined in accordance with Indian GAAP.

Beneficial Owners Means the holder(s) of the Debentures in dematerialized form whose name is recorded as such with the Depository in the Register of Beneficial Owners.

Board/Board of Directors The Board of Directors of the Issuer.

BSE Means the BSE Limited.

Business Day Means a day (a) that is not a Saturday, a Sunday or a public holiday for the purpose of Section 25 of the Negotiable Instruments Act, 1881, and (b) on which banks are normally open for business in Mumbai, India.

CDSL Central Depository Services (India) Limited.

CERSAI Means Central Registry of Securitization Asset Reconstruction and Security Interest of India.

Charged Receivables means the book debts / loan receivables of the Issuer over which a first ranking exclusive and continuing charge has to be created pursuant to an unattested Deed of Hypothecation, dated on or about the Deemed Date of Allotment, executed or to be executed and delivered by the Issuer in a form acceptable to the Debenture Trustee.

Conditions Precedent Means the conditions precedent set out in Section 5.22.

Conditions Subsequent Means the conditions subsequent set out in Section 5.22.

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Company/Issuer/CAGL/CreditAccess Grameen

CreditAccess Grameen Limited.

Control has the meaning given to it in the Act

Constitutional Documents means the certificate of incorporation of the Issuer, the memorandum of association of the Issuer, the articles of association of the Issuer and the certificate of registration issued by the Supervisory Authorities to the Issuer.

Debentures / NCDs 250 (Two Hundred and Fifty) rated, listed, senior, secured, redeemable, taxable, non-convertible debentures of face value of Rs. 10,00,000/- (Indian Rupees Ten Lakhs only) each, aggregating up to Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only).

Debenture Holders means the Applicants whose names and addresses are set out in the Application Form and for any subsequent Debenture Holders, each person who is: (a) registered as a Beneficial Owner; and

(b) registered as a debenture holder in the Register of

Debenture Holders. Sub-paragraphs (a) and (b) shall be deemed to include transferees of the Debentures registered with the Issuer and the Depository from time to time, and in the event of any inconsistency between sub-paragraphs (a) and (b) above, sub-paragraphs (a) shall prevail.

Debenture Trustee means Catalyst Trusteeship Limited, a company incorporated under the Companies Act, 1956 with CIN U74999PN1997PLC110262, having its registered office at Windsor,6th floor, Office No.604, C.S.T Road, kalina, Santacruz (East) Mumbai 400 098, India.

Debenture Trustee Agreement Means the agreement executed/to be executed by and between the Debenture Trustee and the Issuer for the purposes of appointment of the Debenture Trustee to act as debenture trustee in connection with the issuance of the Debentures.

Debt Disclosure Documents means collectively, the PPOA and the Information Memorandum, and "Debt Disclosure Document" means any one of them.

Debenture Trust Deed/DTD Shall mean the trust deed executed/to be executed by and between the Debenture Trustee and the Issuer which will set out the terms upon which the Debentures are being issued and shall include the representations and warranties and the covenants to be provided by the Issuer.

Deed of Hypothecation Means the deed of hypothecation entered/to be entered into between the Issuer and the Debenture Trustee,

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pursuant to which hypothecation over the Charged Receivables shall be created by the Issuer in favour of the Debenture Trustee (acting for and on behalf of the Debenture Holders)

Deemed Date of Allotment Means the date on which the Debentures are deemed to be allotted, being July 31, 2020.

Depositories Act The Depositories Act, 1996, as amended from time to time

Depository Means the depository with which the Issuer has made arrangements for dematerialising the Debentures, being NSDL and/or CDSL.

Depository Participant / DP A depository participant as defined under the Depositories Act

Director(s) Director(s) of the Issuer.

DP ID Depository Participant Identification Number.

Due Date Means, collectively, each Interest Payment Date, each Redemption Date, the Final Redemption Date, and all other dates on which any interest, additional interest or liquidated damages and/or any other amounts, are due and payable.

EBP Guidelines means the guidelines issued by SEBI with respect to electronic book mechanism pursuant to the SEBI circular dated January 5, 2018 (bearing reference number SEBI/HO/DDHS/CIR/P/2018/05) on "Electronic book mechanism for issuance of securities on private placement basis" read with the SEBI Circular dated August 16, 2018 (bearing reference number SEBI/HO/DDHS/CIR/P/2018/122) on "Electronic book mechanism for issuance of securities on private placement basis - Clarifications" and the operational guidelines issued by the relevant Electronic Book Provider, as may be restated, amended, modified or updated from time to time.

Electronic Book Provider / EBP has the meaning given to it under the EBP Guidelines.

EBP Platform has the meaning given to it under the EBP Guidelines.

Effective Date Means the date of execution of the DTD.

Eligible Investors Shall have the meaning specified in Section 8.14 below.

Event(s) of Default Means the events set out under the heading "Events of Default" in Section 5.22 below.

EFT Electronic Fund Transfer

Final Redemption Date Means July 30, 2023

Final Settlement Date Means the date on which all Secured Obligations of the Issuer have been irrevocably and unconditionally paid and discharged in full to the satisfaction of the Secured Parties.

Financial Indebtedness Means any indebtedness for or in respect of: (a) moneys borrowed; (b) any amount raised by acceptance under any

acceptance credit, bill acceptance or bill endorsement facility or dematerialised equivalent;

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(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with the Indian GAAP, be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(h) shares which are expressed to be redeemable or shares which are the subject of a put option or any form of guarantee;

(i) any obligation under any put option in respect of any securities;

(j) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

(k) any corporate/personal guarantee, a letter of comfort or any other similar contractual comfort issued or incurred in respect of a liability incurred by any other third person; and

(l) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (k) above.

Financial Year/ FY Means each 12 (Twelve) months period commencing from April 1 of a particular calendar year and ending on March 31 of the subsequent calendar year.

Governmental Authority means any: (a) government (central, state or otherwise) or

sovereign state; (b) any governmental agency, semi-governmental or

judicial or quasi-judicial or regulatory or supervisory or administrative entity, department or authority, court or tribunal or any political subdivision thereof; or

(c) international organization, agency or authority, including, without limitation, any stock exchange or

any self-regulatory organisation, established under any Applicable Law

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IBC means the (Indian) Insolvency and Bankruptcy Code, 2016, read together with any rules and regulations made thereunder, each as may amended/modified and in force from time to time

ICCL Means the Indian Clearing Corporation Limited.

INR Means Indian Rupees

Increased Costs means: (a) a reduction in the rate of return from the

Debentures or in a Debenture Holder's overall capital (including as a result of any reduction in the rate of return on capital brought about by more capital being required to be allocated by the Debenture Holder);

(b) an additional or increased cost; or (c) a reduction of any amount due and payable under

any Transaction Document,

which is incurred or suffered by a Debenture Holder to the extent that it is attributable to the undertaking, funding or performance by such Debenture Holder of any of its obligations under any Transaction Document or any subscription of the Debenture Holder of the Debentures

Indian GAAP means the generally accepted accounting principles as prescribed by the Institute of Chartered Accountants of India from time to time and consistently.

Information Memorandum/Disclosure Document

means this information memorandum issued on July 28, 2020 by the Issuer in respect of the issuance of the Debentures.

Interest means the interest payable on the Debentures on the Interest Payment Dates in accordance with the terms of the Transaction Documents.

Interest Payment Dates means the dates as specified in Annexure VI on which payment of Interest shall be made in respect of the Debentures.

Interest Rate Means 9.81% (nine decimal eight one percent) per annum.

Issue means this issue of Debentures by the Issuer on a private placement basis.

Issue Closing Date July 30, 2020

Issue Opening Date July 30, 2020

LODR Regulations Means the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as may amended/modified and in force from time to time.

Majority Debenture Holders Means such number of Debenture Holders collectively holding more than 51% (fifty one percent) of the value of the Outstanding Principal Amounts of the Debentures.

Majority Resolution Means a resolution approved by such number of Debenture Holders that represent more than 51% (fifty one percent) of the value of the Outstanding Principal Amounts of the Debentures held by the Debenture Holders who are present and voting or if a poll is demanded, by such number

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of Debenture Holders that represent more than 51% (Fifty one percent) of the value of the Outstanding Principal Amounts of the Debentures held by the Debenture Holders who are present and voting in such poll.

Material Adverse Effect shall mean, in the sole opinion of the Debenture Trustee, the effect or consequence of an event, circumstance, occurrence or condition which has caused, as of any date of determination, or could be expected to cause a material and adverse effect: (a) on the financial condition, business or operations of

the Issuer; or (b) on the ability of the Issuer to perform its obligations

under the Transaction Documents or in respect of the Secured Obligations; or

(c) on the validity or enforceability of any of the Transaction Documents (including the ability of any party to enforce any of its remedies thereunder).

Moratorium Directions (COVID-19)

Means, collectively, the RBI's circular no. DOR.No.BP.BC.47/21.04.048/2019-20 dated March 27, 2020 on "COVID-19 – Regulatory Package (Revised)", the RBI circular no. DOR.No.BP.BC.63/21.04.048/2019-20 dated April 17, 2020 on "COVID19 Regulatory Package - Asset Classification and Provisioning", the RBI circular no. DOR.No.BP.BC.71/21.04.048/2019-20 dated May 23, 2020 on "COVID-19 – Regulatory Package", and the RBI circular no. DOR.No.BP.BC.72/21.04.048/2019-20 dated May 23, 2020 on "COVID19 Regulatory Package – Review of Resolution Timelines under the Prudential Framework on Resolution of Stressed Assets" (each as amended, modified or restated from time to time)

Net Worth has the meaning given to it in the Act

Nominee Director means a nominee director appointed pursuant to the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993.

N.A. Not Applicable.

NSDL National Securities Depository Limited.

Outstanding Principal Amounts Means, at any date, the principal amounts outstanding under the Debentures.

Outstanding Amounts Means the Outstanding Principal Amounts, together with any accrued interest, additional interests, costs, fees, charges, and other amounts payable by the Issuer in respect of the Debentures.

PAN Permanent Account Number.

PPOA Means the private placement offer and application letter prepared in compliance with Section 42 of the Act read with the Companies (Prospectus and Allotment of Securities) Rules, 2014.

Purpose The funds raised by the Issue shall be utilized by the Issuer solely for on-lending to women belonging to the economically weaker section for income generation

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purposes in respect of agriculture, agri allied products and micro, small and medium enterprises in accordance with Applicable Law (including without limitation, any guidelines, rules or regulations of the Supervisory Authorities), general corporate purposes of the Issuer and in the ordinary course of business of the Issuer.

Rating Means the credit rating for the Debentures from the Rating Agency, wherein ICRA has affirmed a rating of "ICRA A+" to the Issue through its letter dated July 23, 2020 and CRISIL has affirmed a rating of "CRISIL A+" to the Issue through its letter dated July 27, 2020

RBI Reserve Bank of India.

Rating Agencies Means, collectively, ICRA Limited, having its registered office at Flat No.1105, Kailash Building, 11th Floor 26, Kasturba Gandhi Marg, New Delhi -110001, India and CRISIL Limited, having its registered office at CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai 400 076, and "Rating Agency" shall be construed accordingly.

Record Date The date which will be used for determining the Debenture Holders who shall be entitled to receive the amounts due on any Due Date, which shall be the date falling 15 (Fifteen) calendar days prior to any Due Date.

Redemption Dates means the dates as specified in Annexure VI on which payment of Outstanding Principal shall be made in respect of the Debentures.

Register of Debenture Holders means the register maintained by the Issuer in accordance with Section 88 of the Act.

Register of Beneficial Owners means the register of beneficial owners of the Debentures maintained in the records of the Depository, as the case may be.

R&T Agent/Registrar Means the registrar and transfer agent appointed for the Issue, being KFIN Technologies Pvt. Ltd.

ROC Means the jurisdictional registrar of companies.

RTGS Real Time Gross Settlement.

SEBI Securities and Exchange Board of India.

SEBI Debt Listing Regulations/Debt Listing Regulations

The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulation, 2008 issued by SEBI, as amended from time to time.

Secured Obligations Means all present and future obligations (whether actual or contingent and whether owed jointly or severally or in any capacity whatsoever) obligations of the Issuer or the Debenture Trustee under the Transaction Documents, including without limitation, the making of payment of any interest, redemption of principal amounts, default interest, additional interest, liquidated damages and all costs, charges, expenses and other amounts payable by the Issuer in respect of the Debentures.

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Secured Parties means collectively, the Debenture Holders and the Debenture Trustee, and "Secured Party" shall be construed accordingly.

Special Majority Debenture Holders

Means such number of Debenture Holders collectively holding more than 75% (seventy five percent) of the value of the Outstanding Principal Amounts of the Debentures.

Special Resolution or Super Majority Resolution

Means resolution approved by such number of Debenture Holders that represent more than 75% (seventy five percent) of the value of the Outstanding Principal Amounts of the Debentures held by the Debenture Holders who are present and voting or if a poll is demanded, by such number of Debenture Holders that represent more than 75% (seventy five percent) of the value of the Outstanding Principal Amounts of the Debentures held by the Debenture Holders who are present and voting in such poll.

Supervisory Authorities Means the RBI, and, to the extent applicable, SEBI.

TDS Tax Deducted at Source.

Tax Means any present or future tax, levy, duty, charge, fees, deductions, withholdings, turnover tax, transaction tax, stamp tax or other charge of a similar nature (including any penalty or interest payable on account of any failure to pay or delay in paying the same), now or hereafter imposed by Law by any Governmental Authority and as maybe applicable in relation to the payment obligations of the Issuer under the Debenture Trust Deed.

Total Assets Means, for any date of determination, the total Assets of the Issuer on such date, including owned, securitised and managed (non-owned) portfolio of the Issuer.

Tax Deduction Means a deduction or withholding for or on account of Tax from a payment under a Transaction Document pursuant to Applicable Law.

Testing Date Means the date occurring on the expiry of a period of 45 (forty five) calendar days of each Quarterly Date

Transaction Documents Means: (a) the DTD; (b) the Debenture Trustee Agreement; (c) the Deed of Hypothecation; (d) the Debt Disclosure Documents; (e) (f) the letters issued by the Debenture Trustee, the

Rating Agencies and the Registrar; and (f) any other document that may be designated as a

Transaction Document by the Secured Parties, and "Transaction Document" means any of them

Transaction Security Means the security created in favour of the Debenture Trustee to secure this Issue, being, inter alia, a first ranking exclusive and continuing charge to be created over the Charged Receivables.

WDM Wholesale Debt Market segment of the BSE.

Wilful Defaulter means an Issuer who is categorized as a wilful defaulter by any Bank or financial institution or consortium thereof, in

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accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

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SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS

2.1 ISSUER’S DISCLAIMER

This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus and should not be construed to be a prospectus or a statement in lieu of a prospectus under the Companies Act. The issue of the Debentures to be listed on the WDM segment of the BSE is being made strictly on a private placement basis. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. This Information Memorandum does not constitute and shall not be deemed to constitute an offer or invitation to subscribe to the Debentures to the public in general.

As per the applicable provisions, it is not necessary for a copy of this Information Memorandum to be filed or submitted to the SEBI for its review and/or approval. However pursuant to the provisions of Section 42 of the Act read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, the copy of this Information Memorandum shall be filed with the ROC and SEBI within the stipulated timelines under the Companies Act.

This Information Memorandum has been prepared in conformity with the SEBI Debt Listing Regulations as amended from time to time and the applicable RBI circulars governing private placements of debentures by NBFCs. This Information Memorandum has been prepared solely to provide general information about the Issuer to the Eligible Investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Information Memorandum does not purport to contain all the information that any Eligible Investor may require. Further, this Information Memorandum has been prepared for informational purposes relating to this transaction only and upon the express understanding that it will be used only for the purposes set forth herein.

Neither this Information Memorandum nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum should not consider such receipt as a recommendation to subscribe to any Debentures. Each potential investor ("Investor") contemplating subscription to any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such potential Investor’s particular circumstances.

The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents incorporated by reference herein, if any) contains all the information that is material in the context of the Issue and regulatory requirements in relation to the Issue and is accurate in all such material respects. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum or in any material made available by the Issuer to any potential Investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having being authorized by the Issuer. The Issuer certifies that the disclosures made in this Information Memorandum are adequate and in conformity with the SEBI Debt Listing Regulations. Further, the Issuer accepts no responsibility for statements made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Issuer and anyone placing reliance on any source of information other than this Information Memorandum would be doing so at its own risk.

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This Information Memorandum and the contents hereof are restricted only for the intended recipient(s) who have been addressed directly and specifically through a communication by the Issuer and only such recipients are eligible to apply for the Debentures. All Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Information Memorandum are intended to be used only by those potential Investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient.

No invitation is being made to any persons other than those to whom Application Forms along with this Information Memorandum being issued have been sent. Any application by a person to whom the Information Memorandum has not been sent by the Issuer shall be rejected without assigning any reason.

The person who is in receipt of this Information Memorandum shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents hereof without the consent of the Issuer. The recipient agrees to keep confidential all information provided (or made available hereafter), including, without limitation, the existence and terms of the Issue, any specific pricing information related to the Issue or the amount or terms of any fees payable to us or other parties in connection with the Issue. This Information Memorandum may not be photocopied, reproduced, or distributed to others at any time without the prior written consent of the Issuer. Upon request, the recipients will promptly return all material received from the Issuer (including this Information Memorandum) without retaining any copies hereof. If any recipient of this Information Memorandum decides not to participate in the Issue, that recipient must promptly return this Information Memorandum and all reproductions whether in whole or in part and any other information statement, notice, opinion, memorandum, expression or forecast made or supplied at any time in relation thereto or received in connection with the Issue to the Issuer.

The Issuer does not undertake to update the Information Memorandum to reflect subsequent events after the date of Information Memorandum and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer.

Neither the delivery of this Information Memorandum nor any sale of Debentures made hereafter shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof.

This Information Memorandum does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Information Memorandum in any jurisdiction where such action is required. Persons into whose possession this Information Memorandum comes are required to inform themselves about and to observe any such restrictions. The Information Memorandum is made available to potential Investors in the Issue on the strict understanding that it is confidential.

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2.2 DISCLAIMER CLAUSE OF STOCK EXCHANGES

As required, a copy of this Information Memorandum has been filed with the BSE in terms of the SEBI Debt Listing Regulations. It is to be distinctly understood that submission of this Information Memorandum to the BSE should not in any way be deemed or construed to mean that this Information Memorandum has been reviewed, cleared, or approved by the BSE; nor does the BSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum, nor does the BSE warrant that the Issuer’s Debentures will be listed or will continue to be listed on the BSE; nor does the BSE take any responsibility for the soundness of the financial and other conditions of the Issuer, its promoters, its management or any scheme or project of the Issuer.

2.3 DISCLAIMER CLAUSE OF SEBI

As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy of this Information Memorandum has to be filed with or submitted to the SEBI for its review / approval. It is to be distinctly understood that this Information Memorandum should not in any way be deemed or construed to have been approved or vetted by SEBI and that this Issue is not recommended or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for which the Debentures issued thereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum. However, the Issuer undertakes to file this Information Memorandum and/or the Private Placement Offer Letter with SEBI within 20 (twenty) days from the Deemed Date of Allotment as per the provisions of the Act and the rules thereunder.

2.4 DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is made in India to the Eligible Investors, who shall be/have been identified upfront by the Issuer. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts and tribunals at Mumbai, India. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.

2.5 DISCLAIMER IN RESPECT OF RATING AGENCIES

Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. The Rating Agencies have based its ratings on information obtained from sources believed by it to be accurate and reliable. The Rating Agencies do not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by the Rating Agencies have paid a credit rating fee, based on the amount and type of bank facilities/instruments.

2.6 ISSUE OF DEBENTURES IN DEMATERIALISED FORM

The Debentures will be issued in dematerialised form. The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialised form. Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act. The Issuer shall take necessary steps to credit the Debentures allotted to the beneficiary account maintained by the Investor with its depositary participant. The Issuer will make the Allotment

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to Investors on the Deemed Date of Allotment after verification of the Application Form, the accompanying documents and on realisation of the Application Money.

2.7 DISCLAIMER OF THE RESERVE BANK OF INDIA

The Debentures have not been recommended or approved by the RBI nor does RBI guarantee the accuracy or adequacy of this document. It is to be distinctly understood that this document should not, in any way, be deemed or construed that the securities have been recommended for investment by the RBI. It does not take any responsibility either for the financial soundness of the Issuer, or the securities being issued by the Issuer or for the correctness of the statements made or opinions expressed in this document. Potential investors may make investment decision in the securities offered in terms of this Information Memorandum solely on the basis of their own analysis and RBI does not accept any responsibility about servicing/ repayment of such investment.

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SECTION 3: RISK FACTORS The following are the risks relating to the Issuer, the Debentures and the market in general envisaged by the management of the Issuer. Potential Investors should carefully consider all the risk factors in this Information Memorandum and for evaluating the Issuer and its business and the Debentures before making any investment decision relating to the Debentures. The Issuer believes that the factors described below represent the principal risks inherent in investing in the Debentures but does not represent that the statements below regarding risks of holding the Debentures are exhaustive. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. Investors should also read the detailed information set out elsewhere in this Information Memorandum and reach their own views prior to making any investment decision.

3.1 REPAYMENT IS SUBJECT TO THE CREDIT RISK OF THE ISSUER.

Potential Investors should be aware that receipt of the principal amount, (i.e. the redemption amount) and any other amounts that may be due in respect of the Debentures is subject to the credit risk of the Issuer. Potential Investors assume the risk that the Issuer will not be able to satisfy their obligations under the Debentures. In the event that bankruptcy proceedings or composition, scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer, the payment of sums due on the Debentures may not be made or may be substantially reduced or delayed.

3.2 THE SECONDARY MARKET FOR DEBENTURES MAY BE ILLIQUID.

The Debentures may be very illiquid and no secondary market may develop in respect thereof. Even if there is a secondary market for the Debentures, it is not likely to provide significant liquidity. Potential Investors may have to hold the Debentures until redemption to realize any value.

3.3 CREDIT RISK & RATING DOWNGRADE RISK

The Rating Agencies has assigned the credit ratings to the Debentures. In the event of deterioration in the financial health of the Issuer, there is a possibility that the Rating Agencies may downgrade the rating of the Debentures. In such cases, potential Investors may incur losses on revaluation of their investment or make provisions towards sub-standard/ non-performing investment as per their usual norms.

3.4 CHANGES IN INTEREST RATES MAY AFFECT THE PRICE OF NCDs.

All securities where a fixed rate of interest is offered, such as this Issue, are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates. Increased rates of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the pricing of the Debentures.

3.5 TAX CONSIDERATIONS AND LEGAL CONSIDERATIONS

Special tax considerations and legal considerations may apply to certain types of investors. Potential Investors are urged to consult with their own financial, legal, tax and other advisors to determine any financial, legal, tax and other implications of this investment.

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3.6 ACCOUNTING CONSIDERATIONS

Special accounting considerations may apply to certain types of taxpayers. Potential Investors are urged to consult with their own accounting advisors to determine implications of this investment.

3.7 SECURITY MAYBE INSUFFICIENT TO REDEEM THE DEBENTURES

In the event that the Issuer is unable to meet its payment and other obligations towards Investors under the terms of the Debentures, the Debenture Trustee may enforce the Security as per the terms of security documents, and other related documents. The Investors recovery in relation to the Debentures will be subject to (i) the market value of such secured property, (ii) finding willing buyers for the Security at a price sufficient to repay the potential Investors amounts outstanding under the Debentures. The value realised from the enforcement of the Security may be insufficient to redeem the Debentures.

3.8 MATERIAL CHANGES IN REGULATIONS TO WHICH THE ISSUER IS SUBJECT COULD IMPAIR THE ISSUER’S ABILITY TO MEET PAYMENT OR OTHER OBLIGATIONS.

The Issuer is subject generally to changes in Indian law, as well as to changes in government regulations and policies and accounting principles. Any changes in the regulatory framework could adversely affect the profitability of the Issuer or its future financial performance, by requiring a restructuring of its activities, increasing costs or otherwise.

3.9 LEGALITY OF PURCHASE

Potential Investors of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or for compliance by that potential Investor with any law, regulation or regulatory policy applicable to it.

3.10 POLITICAL AND ECONOMIC RISK IN INDIA

The Issuer operates only within India and, accordingly, all of its revenues are derived from the domestic market. As a result, it is highly dependent on prevailing economic conditions in India and its results of operations are significantly affected by factors influencing the Indian economy. An uncertain economic situation, in India and globally, could result in a further slowdown in economic growth, investment and consumption. A slowdown in the rate of growth in the Indian economy could result in lower demand for credit and other financial products and services and higher defaults. Any slowdown in the growth or negative growth of sectors where the Issuer has a relatively higher exposure could adversely impact its performance. Any such slowdown could adversely affect its business, prospects, results of operations and financial condition.

3.11 RISKS RELATED TO THE BUSINESS OF THE ISSUER

A. All of the loans provided by the Issuer are both secured and unsecured and if the Issuer is unable to control the level of non-performing loans (“NPAs”) in the future, or if the loan loss reserves are insufficient to cover future loan losses, the financial condition of the Issuer and results of operations may be materially and adversely affected. Non-performing or low credit quality loans can negatively impact its results of operations.

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As of March 31, 2020, the following was the total non-performing assets and outstanding loans.

Par Data Amount (in Rs. Mn) %

Regular 97098.11 98.11%

1-30 days 1866.12 1.89%

31-60 days 1685.36 1.70%

61-90 days 1499.01 1.51%

91-180 days 1218.99 1.23%

>180 days 295.07 0.30%

Total 98964.14 100%

The Issuer cannot assure that it will be able to effectively control and reduce the level of the NPAs of its Client Loans. The amount of its reported NPAs may increase in the future as a result of growth of Client Loans, and also due to factors beyond its control, such as over-extended member credit that it is unaware of. If the Issuer is unable to manage its NPAs or adequately recover its loans, the results of its operations will be adversely affected.

The Issuer’s current expected credit loss reserves may not be adequate to cover an increase in the amount of NPAs or any future deterioration in the overall credit quality of the Issuer’s total loan portfolio. As a result, if the quality of the Issuer’s total loan portfolio deteriorates the Issuer may be required to increase the Expected Credit Loss reserves, which will adversely affect the Issuer’s financial condition and results of operations. The Issuer’s members are poor and, as a result, might be vulnerable if economic conditions worsen or growth rates decelerate in India, or if there are natural disasters such as floods and droughts in areas where the Issuer’s members live. Moreover, there is no precise method for predicting loan and credit losses, and the Issuer cannot assure that the Issuer’s monitoring and risk management procedures will effectively predict such losses or that expected credit loss reserves will be sufficient to cover actual losses. If the Issuer is unable to control or reduce the level of its NPAs or poor credit quality loans, the Issuer’s financial condition and results of the Issuer’s operations could be materially and adversely affected. The Novel Coronavirus (COVID-19) pandemic (declared as such by the World Health Organisation on March 11, 2020), has contributed to a significant decline and volatility, and a significant decrease in economic activity, in global and Indian markets. The Government of India announced a strict 40-day nation-wide lockdown to contain the spread of the virus till May 3, 2020, which was further extended till May 31, 2020. This has led to significant disruptions and dislocations for individuals and businesses, impacting Company’s regular operations including lending and collection activities due to inability of employees to physically reach borrowers. Further, pursuant to the Reserve Bank of India circulars dated March 27, 2020 and May 23, 2020 allowing lending institutions to offer moratorium to borrowers on payment of instalments falling due between March 1, 2020 and August 31, 2020, the Issuer has extended/ will be extending moratorium to its borrowers in accordance with its Board approved policy.

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In management’s view and considering the guidance provided by the Institute of Chartered Accountants of India, providing moratorium to borrowers at a mass scale based on RBI directives, by itself is not considered to result in a significant increase in credit risk (‘SICR’) for such borrowers. The Issuer has recorded a management overlay allowance of approximately ₹ 83 crore as part of its Expected Credit Loss, to reflect, among other things, an increased risk of deterioration in macro-economic factors caused by COVID-19 pandemic based on the information available at this point in time. Given the unique nature and scale of the economic impact of this pandemic, and its timing being close to the year-end, the management overlay is based on various variables and assumptions, which could result in actual credit loss being different than that being estimated. However, the full extent of impact of the pandemic on the Issuer’s operations and financial metrics (including impact on impairment allowances for loan portfolio) will depend on future developments including governmental and regulatory measures and the Issuer's responses thereto, which are highly uncertain at this time.

B. Microcredit lending poses unique risks not generally associated with other forms of

lending in India, and, as a result, the Issuer may experience increased levels of NPAs and related provisions and write-offs that negatively impact results of operations.

Issuer’s core mission is to provide loans to fund the small businesses and other income generating activities of members. Issuer’s members are typically poor living in rural and semi-urban India, who have limited sources of income, savings and credit histories. Any downturn in the area of activity by members could adversely affect the ability of members to make loan repayments on time and in turn negatively impact the Issuer’s operations. As a result, Issuer’s members pose a higher risk of default than borrowers with greater financial resources and more established credit histories and borrowers living in urban areas with better access to education, employment opportunities, and social services. Due to the precarious circumstances of members and non-traditional lending practices the Issuer may, in the future, experience increased levels of non-performing loans and related provisions and write-offs that negatively impact its business and results of operations. The Issuer follows stringent client selection process through credit bureau checks. This helps in better credit evaluation of the customer. The ability to repay the loan is taken care of by internal credit evaluation and intention to repay is taken care of by the collaterals obtained.

C. Issuer requires certain statutory and regulatory approvals for conducting business and failure to obtain or retain them in a timely manner, or at all, may adversely affect operations.

Non-Banking Financial Companies ("NBFCs") in India are subject to strict regulation and supervision by the RBI. The Issuer requires certain approvals, licenses, registrations and permissions for operating, including registration with the RBI as a non-banking financial company - micro finance institution. Further, such approvals, licenses, registrations and permissions must be maintained/renewed over time, applicable requirements may change and may not be aware of or comply with all requirements all of the time. Additionally, the Issuer may need additional approvals from regulators to introduce new insurance and other fee based products to its members. In particular, the Issuer is required to obtain a certificate of registration for carrying on business as a NBFC that is subject to numerous conditions. In addition,

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branches are required to be registered under the relevant shops and establishments laws of the states in which they are located. The shops and establishment laws regulate various employment conditions, including working hours, holidays and leave and overtime compensation. If the Issuer fails to obtain or retain any of these approvals or licenses, or renewals thereof, in a timely manner, or at all, business may be adversely affected. If the Issuer fails to comply, or a regulator claims that it has not complied, with any of these conditions, its certificate of registration may be suspended or cancelled and the Issuer shall not be able to carry on such activities. The Issuer has been reclassified as NBFC-MFI vide certificate of registration, issued by the Reserve Bank of India, dated September 5, 2013.

D. Issuer may be required to increase capital ratio or amount of Expected Credit Loss

reserves, which may result in changes to business and accounting practices that would harm business and results of operations. The Issuer is subject to the RBI minimum capital to risk weighted assets ratio regulations. Pursuant to Section 45 –IC of the RBI Act, every NBFC is required to create a reserve fund and transfer thereto a sum not less than 20.0% of its net profit every year, as disclosed in the profit and loss account and before any dividend is declared. The Issuer is also required to maintain a minimum capital adequacy ratio of 15.0% in relation to aggregate risk-weighted assets and risk adjusted assigned loans. The RBI may also in the future require compliance with other financial ratios and standards. Compliance with such regulatory requirements in the future may require alteration of its business and accounting practices or take other actions that could materially harm its business and operating results.

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SECTION 4: FINANCIAL STATEMENTS

The audited financial statements (including balance sheets, profit and loss statements and cash flow statements) of the Issuer for financial years 2017-18, 2018-19 and 2019-20 are annexed as Annexure V. The audited quarterly results of the Issuer for the last two financial quarters are annexed as Annexure VII.

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SECTION 5: REGULATORY DISCLOSURES The Information Memorandum is prepared in accordance with the provisions of SEBI Debt Listing Regulations and in this Section, the Issuer has set out the details required as per Schedule I of the SEBI Debt Listing Regulations. 5.1 Documents Submitted to the Exchanges The following documents have been / shall be submitted to the BSE: A. Memorandum and Articles of Association of the Issuer and necessary resolution(s) for

the allotment of the Debentures; B. Copy of last 3 (Three) years audited Annual Reports; C. Statement containing particulars of, dates of, and parties to all material contracts and

agreements; D. Copies of the resolutions passed by the shareholders of the Issuer at the Annual

General Meeting held on November 21, 2018; E. Copy of the resolution of the board of directors of the Issuer pursuant to under

Section 179(3) of the Act passed at its meeting held on October 30, 2019 read with the resolution of the Executive, Borrowings and Investment Committee of the board of directors of the Issuer passed at its meeting held on July 28, 2020 approving the borrowing and list of authorized signatories;

F. An undertaking from the Issuer stating that the necessary documents for the creation of the charge, including the Trust Deed would be executed within the time frame prescribed in the relevant regulations/acts/rules etc and the same would be uploaded on the website of the BSE, where the debt securities have been listed, within 5 (five) working days of execution of the same;

G. Where applicable, an undertaking that permission / consent from the prior creditor for a second or pari passu charge being created, in favour of the trustees to the proposed issue has been obtained; and

H. Any other particulars or documents that the recognized stock exchange may call for as it deems fit.

5.2 Documents Submitted to Debenture Trustee The following documents have been/shall be submitted to the Debenture Trustee in electronic form (soft copy) on or before the allotment of the Debentures: A. Memorandum and Articles of Association of the Issuer and necessary resolution(s) for

the allotment of the Debentures; B. Copy of last 3 (Three) years audited Annual Reports; C. Statement containing particulars of, dates of, and parties to all material contracts and

agreements; D. Latest audited / limited review half yearly consolidated (wherever available) and

standalone financial information (profit & loss statement, balance sheet and cash flow statement) and auditor qualifications, if any.

E. An undertaking to the effect that the Issuer would, until the redemption of the debt securities, submit the details mentioned in point (D) above to the Debenture Trustee within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No.SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended from time to time, for furnishing / publishing its half yearly/ annual result. Further, the

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Issuer shall within 180 (One Hundred and Eighty) calendar days from the end of the financial year, submit a copy of the latest annual report to the Debenture Trustee and the Debenture Trustee shall be obliged to share the details submitted under this clause with all ‘Qualified Institutional Buyers’ and other existing debenture-holders within 2 (two) working days of their specific request.

5.3 Name and Address of Registered Office of the Issuer

(a) Issuer

Name: CreditAccess Grameen Limited Registered Office of Issuer: #49, 46th Cross, 8th Block, Jayanagar, Bangalore,

Karnataka – 560071 Corporate Office of Issuer: #49, 46th Cross, 8th Block, Jayanagar, Bangalore,

Karnataka – 560071 Website of Issuer: www.creditaccessgrameen.com Compliance Officer of Issuer: Mr. M J Mahadev Prakash

#49, 46th Cross, 8th Block, Jayanagar, Bangalore, Karnataka – 560071

CFO of Issuer: Mr. B. R. Diwakar #49, 46th Cross, 8th Block, Jayanagar, Bangalore, Karnataka – 560071 Registration Number: 053425 Corporate Identification Number: L51216KA1991PLC053425 Phone No.: +91 80 30418100 Fax No: +91 80 26324433 Contact Person: Mr. B. R. Diwakar Email: diwakar@grameenkoota.org

(b) Arrangers, if any, to the Issue: N.A. (c) Auditors of the Issuer: SR Batliboi & Co LLP 14th Floor, The Ruby, 29, Senapati Bapat Marg Dadar

(West), Mumbai- 400028 (d) Trustee to the Issue: Catalyst Trusteeship Limited Windsor,6th floor, Office No.604, C.S.T Road, kalina,

Santacruz (East) Mumbai 400098, India (e) Registrar to the Issue: KFin Technologies Private Limited Selenium Building, Tower-B, Plot No 31 & 32,

Financial District,Nanakramguda, Serilingampally, Hyderabad, Rangareddi, Telangana

(f) Credit Rating Agency of the Issue: ICRA Limited 1105, Kailash Building, 11th Floor, 26, Kasturba

Gandhi Marg, New Delhi – 110001

CRISIL Limited CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai 400 076

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5.4 A brief summary of business / activities of the Issuer and its line of business

A. Overview

CAGL is a NBFC-MFI registered with Reserve Bank of India. CAGL is the largest NBFC MFI in India. CreditAccess Grameen Limited was born out of the need for timely and affordable credit to India’s poor and low-income households. CreditAccess Grameen was visualized in December 1996, inspired by the book ‘Give Us Credit’ by Alex Counts, President and CEO, Grameen Foundation USA. CreditAccess Grameen was founded in May 1999 as a project under the T. Muniswamappa Trust (TMT), an NGO in South Bangalore. Grameen Trust, Bangladesh, provided seed capital funding to TMT to replicate the Grameen Bank Bangladesh microfinance model. CreditAccess Grameen targets women because they are an integral part of the family, community and country’s socio-economic environment. It has been observed that women tend to use resources more productively, so improving financial access for women may increase their participation in the family’s and the community’s development. The company received its NBFC license in 2007, which subsequently got reclassified into a regulated and governed NBFC – MFI entity by RBI in 2013. CAGL provides microfinance loans to women from poor and low income household through its network of branches across 13 States and 1 UT in India. The company reported profit of INR 327.50 Crores as on March 2020. As of March 2020, the outstanding portfolio of the company is INR 9896.41 Crores having their outreach in 13 states and 1 UT which includes 929 branches. The funding availed is lent to borrowers who don’t have access to formal credit channels to bring about their economic upliftment. The loans are lent for income generation activities and to women borrowers through the classic Joint Liability Group methodology. CAGL has also ensured adherence to the RBI policy stipulations, as outlined below: Loans are given only for income generation purposes to borrowers with annual income of Rs 1,25,000 (rural borrowers) and Rs 2,00,000 (urban borrowers). Interest margin on the financials is capped at 10%. Processing fee on the loans is capped at 1% and insurance premium as stipulated by the insurance agency is collected from the borrowers.

CreditAccess India NV holds – 79.91% of the shareholding in CAGL (Promoter and

Prometer Group)

The grading of M1C1 has been assigned by CRISIL Ratings to CAGL. This signifies

‘Highest’ capacity of the MFI to manage its operations in a sustainable manner and

‘Excellent’ performance in code of conduct dimensions (is the highest MFI grading in

eight-point scale)

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1. Industry Overview

Microfinance provides financially excluded poor people a much required access to basic financial services that helps improve their lives. These financial services include a range of financial products such as micro loans, access to savings and pensions, money transfer, micro-insurance, etc. The industry emerged to alleviate poverty on the premise that poor people, like everyone else, need a diverse range of financial services to run their business, build assets and reduce vulnerability to fluctuations in their income. Their needs for financial services have been traditionally met through a variety of financial relationships, mostly informal. In the past two decades, different types of financial services providers for poor people have emerged, including non-government organizations, or NGOs; cooperatives; community-based development institutions like Self Help Groups, or SHGs, and credit unions; commercial and state banks and microfinance institutions, or MFIs, offering new possibilities. The microfinance sector has emerged as a preferred asset class within the BFSI sector over the last few years as it has demonstrated scalable and sustainable growth with a high social impact. What began as part of accelerating social & economic change has slowly transformed into an industry in itself. With the global economy running out of steam in the last two financial years, it was inevitable that capital would soon find its way into newer opportunities that promise high growth. One such sector that has captured the imagination in the midst of global meltdown has been microfinance. Despite the high growth that the microfinance sector has witnessed over the past few years due to regulatory clarity and stable operating environment that has enhanced the stakeholders’ confidence in the sector- the growth opportunities for the sector in the future remain attractive and the sector is expected to report buoyant growth in the future.

Current State

Given the nature of the industry, the growth of microfinance portfolios and client outreach has been steady during the period of global recession, post Andhra crisis as well as demonetisation. This is primarily due to the fact that the demand for micro finance is from the grass root level population. The industry has overall registered consistent growth in the past years and the momentum is expected to be similar in the future years also. The industry overall expects the fund availability (debt and equity) to upsurge due to enhanced stakeholder confidence and will continue at the existing growth momentum.

Regulations

According to the regulation issued by RBI, all NBFC-MFIs are required to adhere to the given criteria for lending MFI loans to borrowers.

Qualifying Assets Criteria

o 85% of MFIs loan portfolio is in the nature of “qualifying assets”.

o Qualifying assets are defined as loans which satisfies the following

criteria:

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o Loan disbursed by NBFC-MFI to a borrower with a rural household income

not exceeding Rs.1,25,000 or urban and semi-urban household income

not exceeding Rs.2,00,000.

o The loan size does not exceed Rs. 75,000 for first cycle and Rs. 1,25,000

for subsequent cycles.

o The total indebtedness of each of CreditAccess Grameen Limited’s

borrower does not exceed Rs. 1,25,000.

o Loan tenure is not less than 24 months when the loan size is above Rs.

30,000 with borrower having the right to prepay without penalty.

o Loan to be extended without collateral

o Aggregate amount of loans, given for income generation, is not less than

50% of the total loans given by MFIs

o Loan is repayable on weekly, bi-weekly or monthly installments at the

choice of the borrower

Pricing Criteria

o Margin cap at 10% for large MFIs (loan portfolio >= Rs. 100 Cr) and 12%

for small MFIs (loan portfolio < Rs.100 Cr).

o Interest rate for individual loans should have variance of 4% from lowest

to highest interest rate.

o Processing fees should not exceed 1% and should not be part of margin

cap.

Other Key Criteria

o Capital Adequacy Ratio needs to be a minimum of 15% on an annual basis.

o Every NBFC-MFI has to be a member of at least one Credit Information

Company (CIC) established under the Credit Information Companies

(Regulation) Act 2005, provide timely and accurate data to the CICs and

use the data available with them to ensure compliance

o All elements of the Fair Practices Code will need to be adhered to by the

MFIs

Non- Coercive Methods of Recovery

o NBFC-MFIs shall ensure that a Code of Conduct and systems are in place

for recruitment, training and supervision of field staff.

o Recovery should normally be made only at a central designated place.

Field staff shall be allowed to make recovery at the place of residence or

work of the borrower only if borrower fails to appear at central

designated place on 2 or more successive occasions.

Transparency in Interest Rates

o There shall be only three components in the pricing of the loan viz., the

interest charge, the processing charge and the insurance premium (which

includes the administrative charges in respect thereof).

o There will be no penalty charged on delayed payment.

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o NBFC-MFIs shall not collect any Security Deposit/ Margin from the

borrower.

o There should be a standard form of loan agreement. Every NBFC-MFI

should provide to the borrower a loan card reflecting

The effective rate of interest charged

All other terms and conditions attached to the loan

Information which adequately identifies the borrower and

Acknowledgements by the NBFC-MFI of all repayments including

installments received and the final discharge.

All entries in the Loan Card should be in the vernacular language.

The effective rate of interest charged by the NBFC-MFI should be

prominently displayed in all its offices and in the literature issued

by it and on its website.

B. Corporate Structure/Organization Structure The Issuer was incorporated as a private limited company on 12 June 1991 and is currently registered as an NBFC-MFI with the RBI. During FY19, the Issuer had completed the Initial Public Offer (IPO) comprising a fresh issue of 14,928,909 equity shares having a face value of Rs.10 each at an offer price of Rs.422 each aggregating Rs.630 crores by the Issuer and an offer for sale of 11,876,485 equity shares by the promoters, CreditAccess India N.V aggregating Rs.501.18 crores. Pursuant to the IPO, the equity shares of the Issuer have got listed on BSE Limited and NSE India Limited on August 23, 2018.

The Issuer derives the following benefits of being registered as an NBFC:

Access to Funds: Commercial lenders have greater comfort lending to a regulated issuer with transparent ownership; as an issuer, CAGL can raise equity and offer commercial returns.

Diverse Funding Sources: An NBFC can access commercial investors and international capital markets, diversifying away from donors or members as equity funders.

Commercialization: Classifying CAGL as an NBFC-MFI, Issuer increases its commercial credibility and integrates it and its clients into the formal financial sector which ultimately increases its outreach potential.

Mainstream Resources: As for-profit commercial entity, CAGL will be more likely to attract mainstream human and capital resources which Societies or Trusts would find difficult to attract.

Regulatory Coverage: As CAGL grows in size, operating within the regulatory framework mitigates risks from political and regulatory intervention.

Stakeholder Involvement: As an Issuer, CAGL can bring a variety of stakeholders to the table, including clients, management, employees and investors.

1. Main Objectives and Business of the Issuer

The primary objectives of the Issuer are to: (i) provide diversified financial products to the needy people and poor women in particular; (ii) become a viable and sustainable micro

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finance institution with a high portfolio quality; (iii) continuously provide timely and need-based financial and capacity building services in a sustainable manner; (iv) build a cost-effective centralized management control system; (v) build a well-motivated and committed team; (vi) be the best in the industry in the area of operations and human resources and (vii) give the best returns to investors.

The Issuer’s current area of operations includes Karnataka, Maharashtra, Tamilnadu, Chattisgarh, Madhyapradesh, Puduchery, Odisha, Goa, Kerala, Jharkhand, Gujarat, Rajasthan, Uttarpradesh and Bihar. The table set out below shows some of the business highlights of the Issuer over time up to the date hereof:

Indicator Mar-20 Mar-19 Mar-18 Mar-17

No. of States 14 9 5 5

No. of branches 929 670 516 393

No. of Districts 230 156 132 96

No. of Kendra’s 1,96,012 1,72,173 1,30,608 91,312

No. of groups 4,44,384 3,94,839 3,02,390 2,20,062

No. of Employees 10,824 8,064 6,306 4,952

No of Borrowers 29,05,036 24,69,837 18,51,324 14,50,298

Total Portfolio (INR Cr) 9,896.41 7,159.33 4,974.60 3,075.44

-Own Portfolio (INR Cr) 9,441.88 6,452.00 4,974.60 3,075.44

-Securitised /Managed Portfolio (INR Cr)

454.53 707.33 - -

Avg. Loan per Branch (INR Cr) 10.65 10.69 9.64 7.83

Avg. Loan per Employee (INR Cr) 0.91 0.89 0.79 0.62

Avg. Loan per Borrower (INR) 34,066.41 28,987.05 26,870.50 21,205.57

Collection Efficiency % 98.3% 98.5% 98.6% 98.5%

2. Vision and Mission

Year Award and Honor

2005 The Micro Finance Information Exchange awarded 5 diamonds recognition for

disclosures

2005 Received & Honorary mentioned in the CGAP Financial Transparence award 2005 by

receiving & eligibility certificate

2005 Microfinance Process Excellence Award (MPEA) by Planet Finance and ABN AMRO

2007 Microfinance Pioneer award from Grameen Foundation USA

2007 Ranked 19th best in the first ever list of “top 50 microfinance institutions” in the World

by Forbes

2008 Microfinance Process Excellence Award (MPEA) by Planet Finance and RBS Group

2009 Ranked 4th in the World and 1st in India by MIX

2010 Hanson wade Asia Microfinance Recognition Award (Social and Financial Transparency)

30

Vision Statement: To be the preferred business partner of Indian households lacking access to formal credit, enriching their lives by providing convenient and reliable solutions, matching their evolving needs. The Issuer’s mission is to:

To be the preferred business partner of 1 Crore low-income households lacking access to credit, by the year 2025.

To be a responsible, sustainable and trusted provider of need based financial and developmental services with benchmark efficiency, using technology and innovation to achieve the most affordable pricing.

2011 Hanson wade Asia Microfinance Recognition Award (Successful product innovation for

Water and Sanitation Loan)

2011 Silver MIX Social Performance Reporting Award

2012 Silver MIX Social Performance Reporting Award

2013 Client Protection Certification awarded by Smart Campaign

2013 SKOCH Financial Inclusion Award (Microfinance category)

2013 Truelift Certification awarded by M-CRIL

2014 Awarded High Level of Adherence in Code of Conduct Assessment (COCA) rating by SME

Rating Agency.

2014 STAR (Socially Transparent & Responsible) certification awarded by MIX

2015 Social Rating upgraded to ∑α by M-CRIL

2015 Client Protection Certification re-certified by Smart Campaign

2015 Awarded MFI of the Year under Large MFI category in Microfinance India 2015 Award

2015 S.T.A.R (Socially Transparent and Responsible) Certification awarded by MIX

2016 COCA 1 Awarded High Level of Adherence in Code of Conduct Assessment (COCA)

rating by SME Rating Agency

2017 MIX 2015 S.T.A.R. Recognition

2017 ISC FICCI Award 2017 For Best Financial Accessibility For Sanitation

2017 SKOCH Resilient India Award 2017

2019 CreditAccess Grameen awarded with ‘Water.org and Sa-dhan Awards’ for water and

Sanitation Credit Financing

2019 CreditAccess Grameen adjudged as Winner in the Best NBFC category

2019 CreditAccess Grameen wins Micro Finance Organization of the Year Award 2019

2020 CreditAccess Grameen wins CNBC-AWAAZ CEO Awards 2019

31

3. Business Segments: The Issuer has a fully diversified product portfolio across both financial and non-financial products, combined with value added social initiatives.

Financial Services:

Loan Type

Customer Centric Products

Purpose Ticket Size (INR)

Tenure (months)

Group Income Generation Loan (IGL)

Business Investments and Income Enhancement activities

5,000 - 80,000

12-30

Group Home Improvement Loans

Water Connections, Sanitation and Home Improvement & Extensions

5,000 - 50,000

12-48

Group Family Welfare Loans

Festival, Medical, Education and Livelihood Improvement

1,000 - 15,000

3-12

Group Emergency Loans Emergencies 1,000 3

Individual Retail Finance Loans

Purchase of inventory, machine, assets or for making capital investment in business or business expansion

Up to 5,00,000

6-60

The Processing Fees charged for JLG products is 1% of the loan amount.

Repayment Frequency is Weekly/Bi-weekly, Four weekly at the choice of the Member

(including one instalment moratorium)

Social Initiatives

Life Insurance

CAGL has entered into a tie-up with Shriram Life Insurance Company Limited, Kotak Mahindra Life Insurance Company Limited, DHFL Pramerica Life Insurance Company Limited, ICICI Prudential Life Insurance Company Limited and HDFC Life Insurance Company Limited to provide insurance coverage to members and spouse/ co-borrowers (applicable for Retail Finance.)

Health Care Program (Health Mutual):

CAGL customers and their family members are provided with an option to avail health care facilities at an affordable amount with network hospitals nearer to customer’s place. CAGL has partnered with SAS Poorna Arogya Healthcare Pvt. Ltd. to provide this facility across various districts of Karnataka.

Jagruti

An awareness program aimed at making the customer more ‘AWARE’. The program’s vision is to make a measurable and retained impact on the awareness level of the customer on basic community issues to influence a perceptional shift in their minds. The approach towards this starts with,

I. Tangible assessment of current awareness quotient of customer

32

II. Creating ‘measureable-impact initiatives’ which can be re-used

and replicated on a sustained basis

III. Assessment of perceptional shift in customer’s mind-space (for

CAGL) over a finite period of time

IV. Jagruti aims to create awareness on various issues like Health,

Food & Nutrition, Money Management, Sanitation and Hygiene,

Government services etc. amongst our clients

Social Awareness Campaigns

As part of CAGL’s Micro-Credit plus activities, the company conducts Social Awareness Campaigns for its members. The program aims to create awareness among CAGL members on importance of Water, Sanitation and Financial Literacy Various topics such as Hygiene, Health Awareness, Nutrition, AIDS awareness, Savings, Financial Literacy, Govt. Schemes on Sanitation and Water etc are covered in this program. Resource persons from Government departments, NGOs, Hospitals, are invited to address the customers in these campaigns. The Issuer has chosen Navya Disha Trust to implement its CSR activities. Navya Disha Trust is registered as a non-profit organisation having a tax exemption status under Sec 80G & 12A of Income Tax Act. Since 2007, Navya Dishahas been successfully been working with the Issuer in implementing various non-financial activities in the areas of healthcare, special education for children, water, sanitation, indoor air pollution, financial literacy training for women, entrepreneurship, vocational training for rural youth etc., across operational areas of the Issuer. Navya Disha has raised grants from various national and international donor agencies apart from receiving financial contributions from the Issuer.

During the Lockdown due to COVID 19 Pandemic, the Issuer utilized the lockdown period to undertake CSR activities in a large way that has been quite impactful. The Board released Rs.5 crore for exclusive utilization of COVID related relief work. We enabled distribution of Medical / Health Kits for police department officials, PHCs, THCs, Asha workers and Anganawadi workers. Each health kit consisted of 50 masks, 50 sanitizers 100ml and 50 pairs of hand gloves. We also distributed groceries to frontline labourers/workers of Municipal Corporation Departments and customers of CAGL as well.

Water and Sanitation Program :

CAGL spreads awareness and educates clients and general public on good hygiene and sanitation habits through training, skill development, awareness and adoption programs. Awareness programs are conducted through thematic street plays, folk songs, folk dance and stage dramas in identified geographies through CAGL’s executing partner, Navya Disha, an NGO

I. Technical assistance – Interested clients get free technical assistance

in the construction of toilets. The technical assistance provided brings

down the construction cost. CAGL’s intervention helps the clients to

get easy clearance from the local bodies.

33

II. Financing – CAGL provides financial support to the willing clients for

taking water connection from local bodies and also for construction

of toilets. Longer repayment period is offered to clients to facilitate

clients to pay in easy installments. Interest rate applicable for a loan

of up to Rs. 15,000 is 18% with a repayment period of 2 years and the

frequency being fortnightly.

Health Camps

CAGL has been organizing Free Health Check-up Camps for the benefit of clients and their family members at various branches. They also get counseled by doctors on health-related aspects.

Risk Management Strategies

Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Group’s performance to developments affecting a particular industry or geographical location. The following management strategies and policies are adopted by the Issuer to manage the various key risks. Political Risk mitigation measures: • Low cost operations and low pricing for customers. • Customer centric approach, high customer retention. • Rural focus. • Systematic customer awareness activities. • High social focused activities. • Adherence to client protection guidelines. • Robust grievance redressal mechanism. • Adherence to regulatory guidelines in letter and spirit.

Operational & HR Risk mitigation measures: • Stringent customer enrolment process. • Multiple products. • Proper recruitment policy and appraisal system. • Adequately trained field force. • Weekly & fortnightly collections – higher customer touch, lower amount instalments. • Multilevel monitoring framework. • Strong, Independent and fully automated Internal Audit function. • Strong IT system with access to real time client and loan data. Liquidity risk mitigation measures: • Diversified funding resources. • Asset liability management. • Effective fund management. • Maximum cash holding cap.

34

Expansion risk mitigation measures: • Contiguous growth. • District centric approach. • Rural focus. • Branch selection based on census data & credit bureau data. • Three level survey of the location selected.

Lending Methodology The Issuer follows the Grameen model for group lending, under which, women are organised into 5 or 10 members group and up to 4 or 6 such groups form a centre – the management unit for the organisation. A well-defined process of group identification, formation and regularisation is followed. An initial survey is conducted for the selection of the village. The Issuer has a policy of working only with poor women, who are identified using CASHPOR housing index, an internationally accepted tool. The groups formed are subjected to a one-week systematic training program called the compulsory group training (“CGT”). The area manager conducts a final group recognition test (“GRT”) to reevaluate the eligibility of the formed groups. The groups that pass the GRT are formalized as groups. 4. Organisational Structure and Field Hierarchy a. Top Management and Head Office Operations

The MD- CEO is assisted by the heads of various functional departments. The different departments include operations, finance, human resources, information technology (“IT”), New Business and Initiatives and internal Audit and Risk Management. Regional managers and Area managers (“AMs”) are responsible for monitoring branches under them, and coordinating with the head office through “Desk officers (“DOs”). DOs are responsible for coordinating between branches and different departments of the head office. The IT Department is responsible for consolidation of computerized data sent by branches every day. The finance department is responsible for overall management and allocation of funds among different branches. Internal audit is responsible for conducting internal audits and reports directly to the Board of Directors of the Issuer.

b. Field Officers

At the branches, operations are led by branch managers (“BMs”). Each BM is supported by Kendra Managers (“KMs”), who are responsible for handling field operations.

35

5. Human Resources Policy and Training The Issuer has excellent qualified and professional managerial staff. The understanding of the staff with respect to various operational and procedural aspects is noteworthy. Over the last one year the Issuer has stabilized and strengthened the middle management by recruiting experienced bankers. Recognizing that microfinance is an upcoming and evolving industry that requires specialized training, the Issuer has a detailed and structured training program for its staff. These programs are held for staff members belonging to various levels (top management, middle management, as well as field staff). Refresher trainings are held for KMs with a view to assessing and reviewing their existing skills and upgrading them. New recruits are given intensive training over one month which are conducted in the form of classroom sessions and field/branch visits. Software end user training is conducted for field staff which is focused mainly on the working and implementation of the software. In addition to this, some members from the management team attend external training programs and short-term courses from reputed institutions. The field staff remuneration at the Issuer has a fixed and an incentive based component. Incentives are based on achievement of targets, number of clients managed, number of client joining and adherence to the Issuer’s processes.

6. Technology and MIS The Issuer manages its information technology & MIS needs using Temenos (T24) software, a Core banking solution which can be accessed over the internet by all end users. The IT Infrastructure typically uses and/or provides a virtualized pool of shared resources like Server, Network, Storage, Desktops, Laptops, Printers and Infrastructure software which are deployed and managed in a highly automated and availability way/mode at different sites like Production and DR site, Head Office, Regional Offices and Branch Offices. Customer & loan portfolio management, as well as Branch level accounting for Grameen Koota is done in T24. The BMs and data entry operators are trained on the functionality of T24 and also on basic trouble shooting. All the branches use T24 for the processing of the loans, and transaction handling. As T24 is a centralized application, the availability of the application to the branches is controlled and monitored from the head office, the IT manager is required to ensure the seamless functioning of the application.

7. Internal Audit The internal audit team conducts periodic on-site audits of all the branches. The audit involves thorough checking of all records and sample verification of the client passbooks, apart from visiting kendras. Audit also involves checking of cash, movement of cash, movement of field staff, adherence to systems and procedure, behavior of field staff, disbursement, recoveries and growth. Auditors have specific printed formats to be filled for internal audits which serve as a basic guideline for auditors. Internal audit team also grades the branches on regular basis. The major findings of audit report are presented to the Board. The internal audit team comprises of 171 employees as on March 31, 2020.

36

8. Shareholders

CAGL has a marquee list of institutional investors supporting its long-term vision of bringing about large-scale social impact. For details on its esteemed investors, please refer to Shareholding Pattern as March 31, 2020. 9. Board of Directors

The Issuer has a well-balanced professional Board represented by promoter director, investor directors & independent directors. For details on its visionary board of directors, please refer Names and Addresses of the Directors of the Issuer. 10. Company Credit Rating:

ICRA Bank Loan and NCD Rating as of July 23, 2020 is ICRA A+ (pronounced as ICRA

A+) CRISIL grading as of September 11, 2019 is M1C1. 11. Investment Thesis:

CAGL presents an attractive investment opportunity driven by multiple drivers like:

Pioneered the microfinance model in India and is one of the oldest and well-respected MFIs in the State of Karnataka.

Recognized as a leader among peers in India as well as globally by MIX, a premier source for objective, qualified and relevant microfinance performance data and analysis.

Diversified business model with multiple products and geographies.

Well defined organizational structure and a strong Information technology processes.

A board of 10 visionary directors out of which 5 are independent.

Strong operational team with significant on-the-ground microfinance experience.

Marquee international investor like CreditAccess Asia NV, the holding company.

Diversified lender base that includes banks, financial institutions, NBFCs and international lenders.

Providing holistic services to clients that includes significant focus of non-financial services like relief activities, after school programs, scholarships and vocational training and organizing health & eye camps.

First MFI to raise funds from an FII registered microfinance investment vehicle through the issuance of Non-convertible Debentures.

First MFI to raise Sub-Debt by issuance of long term Non-convertible Debentures from international lender.

C. Key Operational and Financial Parameters for the last 3 audited years on a

consolidated basis (wherever available) else on a standalone basis. Rs. Crores

Parameters 31-Mar-18 31-Mar-19 31-Mar-20

Net worth 1,437.48 2,365.06 2,669.07

37

Total Debt 3,623.47 4,866.57 7,822.56

Of which - Non-current maturities of long term Borrowings

1,472.77 2,259.47 3,356.55

- short term borrowings - - -

- Current maturities of long-term Borrowings

2,150.70 2,607.09 4,466.01

Net Fixed Assets 9.48 18.74 24.19

Non-Current Assets ** NA NA NA

Other non-financial assets 47.28 73.02 179.86

Cash and cash equivalents 130.03 573.73 564.62

Bank balance other than cash and cash equivalents

13.03 41.82 15.82

Current Investments - - -

Current Assets ** NA NA NA

Current liabilities ** NA NA NA

Investments 0.20 0.20 661.44

Other financial assets & receivables 18.02 46.79 43.09

Assets Under Management 4,895.53 6,602.83 9,172.64

Off balance sheet assets - 444.41 377.25

Interest Income 859.69 1,218.31 1,617.20

Interest Expense 353.65 416.74 572.67

Provisioning & write Offs -13.42 74.86 238.98

PAT 212.48 321.76 327.50

PAT (OCI) 211.09 311.83 300.17

Gross NPA (%) 2.0% 0.6% 1.6%

Net NPA (%) 0.0% 0.0% 0.0%

Tier I Capital Adequacy Ratio (%) 28.2% 34.4% 22.3%

Tier II Capital Adequacy Ratio (%) 1.4% 0.9% 1.3%

** As we follow Ind AS accounting standards, there is no bifurcation for current and Non-current.

Gross Debt: Equity Ratio of the Issuer:

Before the issue of debt securities (as on March 31, 2020)

2.93

After the issue of debt securities (as on March 31, 2020)

2.94

Calculations

Before the issue, debt-to-equity ratio is calculated as follows: -

Debt – INR crores 7,822.60

Equity – INR crores 2,669.07

Debt/Equity 2.93

38

Subsequent to the issue, debt-to-equity ratio shall be calculated as follows: -

Debt – INR crores 7,848.60

Equity – INR crores 2,669.07

Debt/Equity 2.94

D. Project cost and means of financing, in case of funding new projects: N.A.

5.5 A Brief history of Issuer since its incorporation giving details of its following

activities:

A. Details of Share Capital as on last quarter end i.e. March 31, 2020*: * As the Issuer is a listed company, the latest published information is available only up to March 31, 2020. The Issuer we will disclose all the relevant information up to June 30, 2020 to BSE Limited within the timelines prescribed under the LODR Regulations.

Share Capital Rs.

Authorized 16,00,00,000 equity shares of Rs. 10 each

160,00,00,000

TOTAL 160,00,00,000

Issued, Subscribed and Fully Paid- up

143,985,459 equity shares of Rs. 10 each 143,98,54,590

TOTAL 143,98,54,590

B. Changes in its capital structure as on last quarter end i.e. March 31, 2020, for the last five years*: * As the Issuer is a listed company, the latest published information is available only up to March 31, 2020. The Issuer we will disclose all the relevant information up to June 30, 2020 to BSE Limited within the timelines prescribed under the LODR Regulations.

Date Change in Authorised Share Capital

12 June 1991 Incorporation of Issuer with Rs.1 lakh paid up capital.

6 March 2015 Authorised capital increased from 53 crore equity to 73 crore equity shares

23 March 2016 Authorised capital increased from 73 crore to 91 crore.

October 30, 2017 Authorised capital increased from 91 crore to 120 crore.

December 4, 2017 Authorised capital increased from 120 crore to 160 crore.

C. Equity Share Capital History of the Issuer as on last quarter end i.e. March 31, 2020, for the last five years*: * As the Issuer is a listed company, the latest published information is available only up to March 31, 2020. The Issuer we will disclose all the relevant information up to

39

June 30, 2020 to BSE Limited within the timelines prescribed under the LODR Regulations.

Date of

allotment

Investors Name

No. of shares issued

Face value (Rs.)

Issue Price (Rs.)

Consideration

(rs.)

Nature of considerat

ion Nature of Allotment

Cumulative number of

equity shares

Cumulative paid up

share capita

l (in Rs Cr)-

Cumulative

Equity Share Premium (in

Rs.)

Rema

rks

March 29, 2014

MicroVentures Asia BV

1,33,33

,334

10

60

80,00,00,040

Cash Preferential allotment

5,29,53,433

52,95,34,33

0

66,66,66,70

0

--

March 26, 2015

CreditAccess Asia

2,00,00

,000

10

60

1,20,00,00,000

Cash Preferential allotment

7,29,53,433

72,95,34,33

0

1,66,66,66,7

00

--

May 12, 2016

CreditAccess Asia

43,47,8

26

10

115

49,99,99,990

Cash Preferential allotment

7,73,01,259

77,30,12,59

0

2,12,31,88,4

30

--

June 17, 2016

CreditAccess Asia

21,73,9

13

10

115

24,99,99,995

Cash Preferential allotment

7,94,75,172

79,47,51,72

0

2,35,14,49,2

95

--

June 27, 2016

CreditAccess Asia

21,73,9

13

10

115

24,99,99,995

Cash Preferential allotment

8,16,49,085

81,64,90,85

0

2,57,97,10,1

60

--

March 27, 2017

CreditAccess Asia

40,32,2

58

10

124

49,99,99,992

Cash Preferential allotment

8,56,81,343

85,68,13,43

0

3,03,93,87,5

72

--

November 1, 2017

CreditAccess Asia

82,70,6

77

10

133

1,10,00,00,041

Cash Preferential allotment

9,39,52,020

93,95,20,20

0

4,05,66,80,8

43

--

November 29, 2017

ESOP

1,51,50

0

10

39.86

60,38,790

Cash

Allotment pursuant to the exercise of stock options held under the ESOP Plan

9,41,03,520

94,10,35,20

0

4,06,12,04,6

33

--

30,750

10

63.9

19,64,925

Cash

9,41,34,270

94,13,42,70

0

4,06,28,62,0

58

--

6,18,00

0

10

27

1,66,86,000

Cash 9,47,52,270

94,75,

4,07,3

--

40

22,700

3,68,058

December 28, 2017

CreditAccess Asia

1,55,84

,415

10

154

2,39,99,99,910

Cash Preferential allotment

11,03,36,68

5

1,10,33,66,8

50

6,31,75,23,8

18

--

December 28, 2017

CreditAccess Asia

1,29,87

,012

10

154

1,99,99,99,848

Cash Conversion of CCDs

12,33,23,69

7

1,23,32,36,9

70

8,18,76,53,5

46

--

December 28, 2017

CreditAccess Asia

48,90,1

40

10

-

Other than cash

Allotment pursuant to the amalgamation of MV Microfin Private Limited with our Company

12,82,13,83

7

1,28,21,38,3

70 8,18,76,53,5

46

--

March 1, 2018

ESOP

93,750

10

27

25,31,250

Cash

Allotment pursuant to the exercise of stock options held under the ESOP Plan

12,83,07,58

7

1,28,30,75,8

70

8,18,92,47,2

96

--

26,000

10

39.86

10,36,360

Cash 12,83,33,58

7

1,28,33,35,8

70

8,19,00,23,6

56

--

28,750

10

63.9

18,37,125

Cash 12,83,62,33

7

1,28,36,23,3

70

8,19,15,73,2

81

--

65,000

10

84.47

54,90,550

Cash 12,84,27,33

7

1,28,42,73,3

70

8,19,64,13,8

31

--

August 23, 2018

IPO Fresh equity

14928909

10 422

6,29,99,99,598

Cash Allotment pursuant to IPO

14,33,56,24

6

1,43,35,62,4

60

14,34,71,24,

339

--

October 10, 2018

ESOP

20,000

10

27

5,40,000

Cash

Allotment pursuant to the exercise of stock options held under the ESOP Plan

14,33,76,24

6

1,43,37,62,4

60

14,34,74,64,

339

--

23,250

10

39.86

9,26,745

Cash 14,33,99,49

6

1,43,39,94,9

60

14,34,81,58,

584

--

13,000

10

63.9

8,30,700

Cash

14,34,

1,43,4

14,34,--

41

12,496

1,24,960

88,59,284

January 10, 2019

ESOP

4,500

10 63.9

2,87,55

0

Cash Allotment pursuant to the exercise of stock options held under the ESOP Plan

14,34,16,99

6

1,43,41,69,9

60

14,34,91,01,

834

--

February 10, 2019

ESOP

4,500

10

39.86

1,79,370

Cash

Allotment pursuant to the exercise of stock options held under the ESOP Plan

14,34,21,49

6

1,43,42,14,9

60

14,34,92,36,

204

--

6,250

10

63.9

3,99,375

Cash 14,34,27,74

6

1,43,42,77,4

60

14,34,95,73,

079

--

8,750

10

84.47

7,39,113

Cash 14,34,36,49

6

1,43,43,64,9

60

14,35,02,24,

692

--

3,902

10

120.87

4,71,63

5

Cash 14,34,40,39

8

1,43,44,03,9

80

14,35,06,57,

306

--

March 08, 2019

ESOP

17,500

10

27

4,72,500

Cash

Allotment pursuant to the exercise of stock options held under the ESOP Plan

14,34,57,89

8

1,43,45,78,9

80

14,35,09,54,

806

--

68,000

10

39.86

27,10,480

Cash 14,35,25,89

8

1,43,52,58,9

80

14,35,29,85,

286

--

11,000

10

63.9

7,02,900

Cash 14,35,36,89

8

1,43,53,68,9

80

14,35,35,78,

186

--

10,700

10

84.47

9,03,829

Cash 14,35,47,59

8

1,43,54,75,9

80

14,35,43,75,

015

--

4,663

10

120.87

5,63,61

7

Cash 14,35,52,26

1

1,43,55,22,6

10

14,35,48,92,

002

--

April 08, 2019

ESOP

2,250

10 27

60,750

Cash Allotment pursuant to the exercise

14,35,54,51

1

1,43,55,45,1

10

14,35,49,30,

252

--

42

250

10

39.86

9,965

Cash of stock options held under the ESOP Plan

14,35,54,76

1

1,43,55,47,6

10

14,35,49,37,

717

--

1,250

10

63.9

79,875

Cash 14,35,56,01

1

1,43,55,60,1

10

14,35,50,05,

092

--

10,000

10

84.47

8,44,700

Cash 14,35,66,01

1

1,43,56,60,1

10

14,35,57,49,

792

--

16,704

10

120.87

20,19,0

12

Cash 14,35,82,71

5

1,43,58,27,1

50

14,35,76,01,

765

--

May 07, 2019

ESOP

10,000

10

84.47

8,44,700

Cash Allotment pursuant to the exercise of stock options held under the ESOP Plan

14,35,92,71

5

1,43,59,27,1

50

14,35,83,46,

465

--

6,434

10

120.87

7,77,67

8

Cash

14,35,99,14

9

1,43,59,91,4

90

14,35,90,59,

802

--

June 11, 2019

ESOP

500

10

27

13,500

Cash

Allotment pursuant to the exercise of stock options held under the ESOP Plan

14,35,99,64

9

1,43,59,96,4

90

14,35,90,68,

302

--

31,500

10

39.86

12,55,590

Cash 14,36,31,14

9

1,43,63,11,4

90

14,36,00,08,

892

--

2,250

10

63.9

1,43,775

Cash 14,36,33,39

9

1,43,63,33,9

90

14,36,01,30,

167

--

3,902

10

120.87

4,71,63

5

Cash 14,36,37,30

1

1,43,63,73,0

10

14,36,05,62,

782

--

July 09, 2019

ESOP

1,500

10

27

40,500

Cash Allotment pursuant to the exercise of stock options held

14,36,38,80

1

1,43,63,88,0

10

14,36,05,88,

282

--

4,000

10

39.86

1,59,440

Cash 14,36,42,80

1

1,43,64,28,0

10

14,36,07,07,

722

--

43

6,250

10

63.9

3,99,375

Cash under the ESOP Plan

14,36,49,05

1

1,43,64,90,5

10

14,36,10,44,

597

--

2,755

10

120.87

3,32,99

7

Cash 14,36,51,80

6

1,43,65,18,0

60

14,36,13,50,

044

--

Aug 07, 2019

ESOP

22,500

10

39.86

8,96,850

Cash

Allotment pursuant to the exercise of stock options held under the ESOP Plan

14,36,74,30

6

1,43,67,43,0

60

14,36,20,21,

894

--

21,250

10

63.9

13,57,875

Cash 14,36,95,55

6

1,43,69,55,5

60

14,36,31,67,

269

--

3,483

10

120.87

4,20,99

0

Cash 14,36,99,03

9

1,43,69,90,3

90

14,36,35,53,

429

--

Sep 07, 2019

ESOP

7,000

10

39.86

2,79,020

Cash

Allotment pursuant to the exercise of stock options held under the ESOP Plan

14,37,06,03

9

1,43,70,60,3

90

14,36,37,62,

449

--

29,750

10

63.9

19,01,025

Cash 14,37,35,78

9

1,43,73,57,8

90

14,36,53,65,

974

--

30,750

10

84.47

25,97,453

Cash 14,37,66,53

9

1,43,76,65,3

90

14,36,76,55,

926

--

29,499

10

120.87

35,65,5

44

Cash 14,37,96,03

8

1,43,79,60,3

80

14,37,09,26,

481

--

Oct 10, 2019

ESOP

1,000

10

27

27,000

Cash

Allotment pursuant to the exercise of stock options held under the ESOP Plan

14,37,97,03

8

1,43,79,70,3

80

14,37,09,43,

481

--

500

10

39.86

19,930

Cash 14,37,97,53

8

1,43,79,75,3

80

14,37,09,58,

411

--

1,750

10

84.47

1,47,823

Cash 14,37,99,28

8

1,43,79,92,8

80

14,37,10,88,

733

--

13,716

10

120.87

16,57,8

53

Cash

14,38,

1,43,8

14,37,--

44

13,004

1,30,040

26,09,426

Nov 08, 2019

ESOP

1,000

10

27

27,000

Cash

Allotment pursuant to the exercise of stock options held under the ESOP Plan

14,38,14,00

4

1,43,81,40,0

40

14,37,26,26,

426

--

500

10

39.86

19,930

Cash 14,38,14,50

4

1,43,81,45,0

40

14,37,26,41,

356

--

7,125

10

120.87

8,61,19

9

Cash 14,38,21,62

9

1,43,82,16,2

90

14,37,34,31,

305

--

Dec 12, 2019

ESOP

32,500

10

39.86

12,95,450

Cash

Allotment pursuant to the exercise of stock options held under the ESOP Plan

14,38,54,12

9

1,43,85,41,2

90

14,37,44,01,

755

--

17,500

10

63.9

11,18,250

Cash 14,38,71,62

9

1,43,87,16,2

90

14,37,53,45,

005

--

5,539

10

120.87

6,69,49

9

Cash 14,38,77,16

8

1,43,87,71,6

80

14,37,59,59,

114

--

January 09, 2020

ESOP

5,000

10

63.9

3,19,500

Cash

Allotment pursuant to the exercise of stock options held under the ESOP Plan

14,38,82,16

8

1,43,88,21,6

80

14,37,62,28,

614

--

8,000

10

84.47

6,75,760

Cash 14,38,90,16

8

1,43,89,01,6

80

14,37,68,24,

374

--

10,603

10

120.87

12,81,5

85

Cash 14,39,00,77

1

1,43,90,07,7

10

14,37,79,99,

928

--

February 13, 2020

ESOP

1,250

10

63.9

79,875

Cash

Allotment pursuant to the exercise of stock options held under the ESOP Plan

14,39,02,02

1

1,43,90,20,2

10

14,37,80,67,

303

--

12,000

10

84.47

10,13,640

Cash 14,39,14,02

1

1,43,91,40,2

10

14,37,89,60,

943

--

27,604

10

120.87

33,36,4

95

Cash 14,39,41,62

5

1,43,94,16,2

50

14,38,20,21,

399

--

45

March 06, 2020

ESOP

750

10

27

20,250

Cash

Allotment pursuant to the exercise of stock options held under the ESOP Plan

14,39,42,37

5

1,43,94,23,7

50

14,38,20,34,

149

--

500

10

39.86

19,930

Cash 14,39,42,87

5

1,43,94,28,7

50

14,38,20,49,

079

--

7,750

10

84.47

6,54,643

Cash 14,39,50,62

5

1,43,95,06,2

50

14,38,26,26,

221

--

34,834

10

120.87

42,10,3

86

Cash 14,39,85,45

9

1,43,98,54,5

90

14,38,64,88,

267

--

Notes (if any): N. A D. Details of any Acquisition or Amalgamation in the last 1 (one) year:

The company has completed acquisition of controlling interest in Madura Micro Finance Limited (“MMFL”) on 18th March 2020 by successfully completing the first step of the merger with MMFL. The company has completed the purchase of 76.08% stake in MMFL by paying INR 661.2 Cr. Accordingly, the consolidated P&L as on 31st March 2020, includes MMFL’s profit only from 18th March 2020 to 31st March 2020

E. Details of any Reorganization or Reconstruction in the last 1 (one) year: N.A.

5.6 Details of the shareholding of the Issuer as the last quarter end, i.e., on March 31, 2020:

A. Shareholding pattern of the Issuer** as on the last quarter end, i.e., March 31, 2020*: * As the Issuer is a listed company, the latest published information is available only up to March 31, 2020. The Issuer we will disclose all the relevant information up to June 30, 2020 to BSE Limited within the timelines prescribed under the LODR Regulations. ** As the Issuer is a listed company, the detail shareholding pattern is available on the website of BSE at https://www.bseindia.com/stock-share-price/creditaccess-grameen-ltd/creditacc/541770/shareholding-pattern/.

Sr. No.

Name/Category of the Shareholder / Particulars

Total Number of equity shares

Total Shareholding as % of total no of

equity shares

Number of shares held in

Dematerialised Form

1 CreditAccess India N.V 115,109,028 79.94 115,109,028

46

2 Banks, FIs, Insurance Cos. 13,969 0.01 13,969

3 Mutual Funds 82,58,370 5.74 82,58,370

4 Corporates 5,32,812 0.37 5,32,812

5 Public 49,44,223 3.43 49,44,223

6 Others 1,51,27,057 10.51 1,51,27,057

Total Equity Shares 14,39,85,459 100.00 14,39,85,459

Notes: - Shares pledged or encumbered by the promoters (if any): Nil B. List of top 10 holders of equity shares of the Issuer as on the last quarter end, i.e.,

March 31, 2020* * As the Issuer is a listed company, the latest published information is available only up to March 31, 2020. The Issuer we will disclose all the relevant information up to June 30, 2020 to BSE Limited within the timelines prescribed under the LODR Regulations.

S.No. Name of the Shareholder Class Number of

shares

Number of shares held in

Dematerialized Form

Total Shareholding as % of total no of equity

shares

1 CreditAccess Asia N.V. Promoter 115,109,028 115,109,028 79.94

2 Reliance Capital Trustee Co Ltd-A/C Nippon India Small Cap Fund

Other 3,427,911 3,427,911 2.38

3 ICICI Prudential Life Insurance Company Limited

Other 1,792,405 1,792,405 1.24

4 Kotak Mahindra (International) Limited

Other 1,222,983 1,222,983 0.85

5 Reliance Capital Trustee Co Ltd-A/C Nippon India Growth Fund

Other 989,727 989,727 0.69

6 ICICI Prudential Banking And Financial Services Fund

Other 857,232 857,232 0.60

7 Eastspring Investments India Equity Open Limited

Other 842,351 842,351 0.59

8 Robeco Capital Growth Funds Other 800,000 800,000 0.56

9 Kuwait Investment Authority Fund F238

Other 777,000 777,000 0.54

10 IIFL Special Opportunities Fund - Series 4

Other 769,282 769,282 0.51

5.7 Following details regarding the directors of the Issuer:

A. Details of current directors of the Issuer*:

This table sets out the details regarding the Issuer’s Board of Directors as on March 31, 2020

47

S. N.

Name Designatio

n Residential

Address

Date of

Birth

Age (in yrs)

DIN PAN

Director of the

Issuer Since

Details of other Directorships

1

Paolo Brichetti

Chairman & Nominee Director

Corso Giacomo Matteotti N.23, Brecia, 25122, ITALY

29-Jan-64

56 01908040

ATDPB2727P

27.11.2009

CreditAccess India NV PT Konsultasi Mkro Ventura CreditAccess SEA BV

Holfinbi Limited CAA Vietnam Trading Company Limited CAA-BOS Limited Madhura Micro Finance Limited

2

R Prabha Independent Director

18/1065, Thinkal, P.O. Aramada, Trivandrum- 695032

25-Oct-48

71 01828812

ACRPR9275R

27.01.2011

3

George Joseph

Independent Director

Flat No. 4A-1, Kent Glass House (near mobility hub), Vyttila, Ernaculam - 682 019

26-Apr-49

71 00253754

AETPJ6685F

09.09.2015

Wonderla Holidays Limited Muthoot Asset Management Private Limited Madhura Micro Finance Limited

4

Sucharita Mukherjee

Independent Director

No.05,Flat No A1,1st Floor,Anugraha Apartments,4th Seaward Road,Valmiki Nagar,Thiruvanmiyur,Chennai-600041

17-Feb-79

41 02569078

AVMPM8229L

11.09.2017

Kaleidofin Private Limited

5 Manoj Kumar

Additional &

Flat No.24, Tower 05

25-Dec-64

55 02924675

AEQPK0163C

30.10.2019

Kanpur Flowercycling Private Limited

48

S. N.

Name Designatio

n Residential

Address

Date of

Birth

Age (in yrs)

DIN PAN

Director of the

Issuer Since

Details of other Directorships

Independent Director

Pebble Bay Apartments Rajmahal Vilas II Bangalore 560094

Malgharia Advisors Private Limited VVR Capital Advisors Private Limited Madura Micro Finance Limited Foundation For Innovation & Research Inscience & Technology Confluence For Health Action And Transformation Foundation Foundation For Innovation And Social Entrepreneurship Social Alpha Advisers LLP Sustain Plus Energy Foundation Centre For Cellular And Mollecularplatforms UOFT India Foundation

6

Sumit Kumar

Nominee Director

B-1/1501, World Spa, Sector 30, Gurgaon-122001

27-Jun-75

44 07415525

AGVPK5438K

16.08.2016

Olympus Capital Holdings Asia India Advisors Private Llimited

7

Massimo Vita

Nominee Director

Pavillion Apt,TWR2,Unit2202,Tanah Abang,Jakartha,Indonesia

23-Nov-72

47 07863194

NA 25.07.2017

PT Bina Artha Ventura PT Konsultas Mikro Ventura CAA-BOS Limited CreditAccess Philippines Financing Company Inc Microfinanza Rating S.r.L

49

S. N.

Name Designatio

n Residential

Address

Date of

Birth

Age (in yrs)

DIN PAN

Director of the

Issuer Since

Details of other Directorships

MICROFINANZA RATING S.R.L. CAA Vietnam Trading Company Limited

8

Udaya Kumar Hebbar

Managing Director & CEO

1001 / C-2, South City Appartments, Banargatta Road, Bangalore

01-Jun-60

60 07235226

AABPN8931G

15.07.2015

Alpha Micro Finance Consultants Private Limited Madura Micro Finance Limited

9

Diwakar B R

Director -Finance &CFO

#G-1004, Mantri Tranquil apartment, Kanakapura Road, Gubbalala, Bangalore South, PIN- 560061

19-Aug-70

49 02775640

ABZPD3373R

14.06.2019

Madura Micro Finance Limited

*Company to disclose name of the current directors who are appearing in the RBI defaulter list

and/or ECGC default list, if any: Nil

B. Details of change in directors since last three years as on March 31, 2020:

Name Designation DIN Date of Appointment/ Resignation

Director of the Issuer since (in case of resignation)

Remarks

Mr. Suresh K Krishna Director 01217401 19.05.2017 01.02.2007 -

Ms. Vinatha M Reddy

Chairperson & Director

01181691 01.06.2017 01.02.2007 -

Mr. Massimo Vita

Additional Director

07863194 25.07.2017 -- -

Ms. Sucharita Mukherjee

Additional Director

02569078 11.09.2017 -- -

Mr. M.N Gopinath Chairman & Independent Director

00396196 29-10-2019 09.09.2015 -

Mr. Manoj Kumar Additional Director

'02924675 30.10.2019 --- -

50

5.8 Following details regarding the auditors of the Issuer:

A. Details of the auditor of the Issuer:

Name Address Auditor since

SR Batliboi & Co., LLP

14th Floor, The Ruby, 29, Senapati Bapat Marg Dadar (West), Mumbai- 400028

June 28, 2010

*The Board has appointed M/s Deloitte Huskins & Sells, Chennai as the Statutory Auditors on May 30, 2020, subject to approval of shareholders in ensuing Annual General Meeting B. Details of change in auditors since last three years: Nil

5.9 Details of borrowings of the Issuer, as on latest quarter end March 31, 2020

A. Details of Secured Loan Facilities as on March 31, 2020*

* As the Issuer is a listed company, the latest published information is available only up to March 31, 2020. The Issuer we will disclose all the relevant information up to June 30, 2020 to BSE Limited within the timelines prescribed under the LODR Regulations.

Lender Type of Facility

Amount Sanctioned

Principal Amount

Outstanding

Repayment Date/Schedule

Security

DCB Bank -IV (Abu Dhabi Bank)

Term Loan 20.00 12.50 27 Months 110.00%

AXIS Bank-XIII Term Loan 40.00 4.29 24 Months 110.00%

AXIS Bank-XIV Term Loan 70.00 27.14 24 Months 110.00%

AXIS Bank-XV Term Loan 300.00 185.71 24 Months 110.00%

AXIS Bank-XVI Term Loan 150.00 129.25 24 Months 110.00%

AXIS Bank-XVII Term Loan 150.00 150.00 24 Months 110.00%

Bank of America-II Term Loan 50.00 50.00 24 Months 100.00%

Bank of America-III Term Loan 50.00 50.00 24 Months 100.00%

Bank of Baroda-II Term Loan 100.00 14.20 35 Months 110.00%

Bank of Baroda-III Term Loan 350.00 350.00 35 Months 110.00%

Bank of Bahrain And Kuwait-II

Term Loan 17.40 9.43 26 Months 105.00%

BNP Paribas -V Term Loan 100.00 12.50 24 Months 100.00%

BNP Paribas -VI Term Loan 70.00 70.00 24 Months 100.00%

CITI Bank-V Term Loan 120.00 120.00 12 Months 100.00%

CITI Bank-VI Term Loan 80.00 80.00 12 Months 100.00%

CITI Bank-VII Term Loan 120.00 120.00 12 Months 100.00%

CTBC-II Term Loan 12.50 12.50 24 Months 110.00%

CTBC-III Term Loan 30.00 17.50 24 Months 110.00%

DBS Bank India Limited-I Term Loan 100.00 100.00 24 Months 110.00%

DCB Bank - X Term Loan 28.00 0.42 26 Months 100.00%

51

DCB Bank - XI Term Loan 20.00 5.83 26 Months 100.00%

Federal Bank -V Term Loan 50.00 6.25 24 Months 110.00%

Federal Bank -VI Term Loan 50.00 25.00 24 Months 110.00%

Federal Bank -VII Term Loan 50.00 31.25 24 Months 110.00%

Federal Bank -VIII Term Loan 50.00 43.75 24 Months 110.00%

Federal Bank -IX Term Loan 50.00 47.92 24 Months 110.00%

HDFC Bank -VIII Term Loan 100.00 54.55 24 Months 105.00%

HDFC Bank -IX Term Loan 150.00 115.91 24 Months 105.00%

HSBC Bank -VI Term Loan 150.00 75.00 18 Months 110.00%

HSBC Bank -VII Term Loan 120.00 68.57 24 Months 110.00%

HSBC Bank -VIII Term Loan 150.00 107.14 24 Months 110.00%

HSBC Bank -IX Term Loan 150.00 150.00 24 Months 110.00%

HSBC Bank -X Term Loan 150.00 150.00 24 Months 110.00%

ICICI Bank LTD -IX Term Loan 275.00 102.27 24 Months 110.00%

ICICI Bank LTD -X Term Loan 550.00 488.64 24 Months 110.00%

ICICI Bank LTD -XI Term Loan 400.00 109.00 24 Months 110.00%

Indian Bank -I Term Loan 20.00 5.59 48 Months 110.00%

IndusInd Bank - III Term Loan 200.00 8.36 24 Months 110.00%

Kotak Mahindra Bank -VI Term Loan 100.00 50.00 24 Months 110.00%

Kotak Mahindra Bank -VII Term Loan 200.00 141.67 24 Months 110.00%

Kotak Mahindra Bank -VIII Term Loan 200.00 116.25 24 Months 110.00%

Lakshmi Vilas Bank -II Term Loan 25.00 0.76 36 Months 110.00%

Lakshmi Vilas Bank -III Term Loan 20.00 6.06 36 Months 105.00%

Lakshmi Vilas Bank -IV Term Loan 50.00 18.18 36 Months 105.00%

Oriental Bank of Commerce - IV

Term Loan 25.00 2.08 27 Months 110.00%

RBL Bank Ltd - XI Term Loan 200.00 136.36 24 Months 110.00%

South Indian Bank -IV Term Loan 35.00 35.00 36 Months 110.00%

State Bank of India-IV Term Loan

1,000.00 1,000.00 36 Months 110.00%

Standard Chartered Bank-XI Term Loan 26.625 26.63 12 Months 100.00%

Standard Chartered Bank-XII Term Loan 75.00 18.75 12 Months 100.00%

Standard Chartered Bank-XV Term Loan 85.00 85.00 12 Months 100.00%

Standard Chartered Bank-XVI Term Loan 15.00 15.00 12 Months 100.00%

Standard Chartered Bank-XVII

Term Loan 20.00 20.00 12 Months 100.00%

Standard Chartered Bank-XVIII

Term Loan 30.00 30.00 12 Months 100.00%

Standard Chartered Bank-XIX Term Loan 29.25 29.25 12 Months 100.00%

Standard Chartered Bank-XX Term Loan 50.63 50.63 12 Months 100.00%

Standard Chartered Bank-XXI Term Loan 37.50 37.50 12 Months 100.00%

SMBC-II Term Loan 65.00 8.13 24 Months 110.00%

SMBC-III Term Loan 50.00 25.00 24 Months 110.00%

SMBC-IV Term Loan 65.00 48.75 24 Months 110.00%

52

Vijaya Bank -IV Term Loan 25.00 4.17 27 Months 110.00%

Woori Bank -I Term Loan 35.00 1.46 27 Months 110.00%

Woori Bank -II Term Loan 40.00 23.33 27 Months 110.00%

Woori Bank -III Term Loan 40.00 40.00 27 Months 110.00%

Yes Bank - XI Term Loan 200.00 10.42 24 Months 105.00%

NABARD-IV Term Loan 275.00 27.50 36 Months 112.00%

NABARD-V Term Loan 100.00 25.00 36 Months 112.00%

NABARD-VI Term Loan

1,000.00 785.00 36 Months 112.00%

NABARD-VII Term Loan 300.00 285.00 36 Months 112.00%

NABARD-VIII Term Loan 300.00 285.00 36 Months 112.00%

MUDRA TL-II Term Loan 50.00 4.91 28 Months 100% + 5%Cash

collateral

MUDRA TL-III Term Loan 250.00 232.00 30 Months 100% + 5%Cash

collateral

Bajaj Finance Ltd-II Term Loan 75.00 13.64 24 Months 110.00%

Bajaj Finance Ltd-III Term Loan 60.00 46.96 24 Months 110.00%

Bajaj Finance Ltd-IV Term Loan 70.00 70.00 24 Months 110.00%

Hero Fincorp Ltd -III Term Loan 50.00 10.14 24 Months 100.00%

Mahindra & Mahindra Financial Services Ltd-I

Term Loan 150.00 20.33 24 Months 110.00%

Water Credit Investment Fund -I

ECB in INR 17.00 17.00 37 Months 100.00%

Water Credit Investment Fund -II

RDB in INR 33.80 33.80 37 Months 100.00%

International Finance Corporation

ECB in INR 95.00 95.00 36 Months 110.00%

Microvest Short Duration Fund

ECB in INR 93.44 93.44 36 Months 110.00%

B. Details of Unsecured Loan Facilities as on March 31, 2020*: * As the Issuer is a listed company, the latest published information is available only up to March 31, 2020. The Issuer we will disclose all the relevant information up to June 30, 2020 to BSE Limited within the timelines prescribed under the LODR Regulations.

S. No. Lender's Name Type of Facility

Amount Sanctioned (in Cr)

Principal Outstanding Repayment Date/ Schedule

1 IDFC FIRST Bank Ltd. Sub-debt 25.00 25.00 December 1,

2021

53

C. Details of Non-Convertible Debentures as on March 31, 2020*: * As the Issuer is a listed company, the latest published information is available only up to March 31, 2020. The Issuer we will disclose all the relevant information up to June 30, 2020 to BSE Limited within the timelines prescribed under the LODR Regulations.

Debenture Series

Amo

unt

Issue

d

Tenor / Period of Maturity

Coupon Amt (Rs. Cr)

Date of Allotment

Redemption Date / Schedule

Credit Rating

Secured/ Unsecured

Security

INE741K07181

30.0

0 6 Years 11.21% 30.00

31-Mar-

15

31-Mar-

21 ICRA A+ Secured

Hypothecation of Book

Debts

INE741K07223

19.5

0 6 Years 11.68% 19.50 28-Sep-17

28-Sep-

23 ICRA A+ Secured

Hypothecation of Book

Debts

INE741K07223

19.5

0 6 Years 11.48% 19.50 28-Sep-17

28-Sep-

23 ICRA A+ Secured

Hypothecation of Book

Debts

INE741K07264

80.0

0 3 Years 11.11% 80.00 27-Feb-20

27-Feb-

23 NA Secured

Hypothecation of Book

Debts

INE741K07207

30.0

0 6 Years 11.80% 30.00 25-Jul-14 25-Jul-20 ICRA A+ Secured

Hypothecation of Book

Debts

INE741K07215

100.

00 3 Years 11.60% 100.00 31-Jul-17 31-Jul-20 ICRA A+ Secured

Hypothecation of Book

Debts

INE741K07199

135.

00 5 Years 10.34% 135.00

31-May-

17 4-Jun-22 ICRA A+ Secured

Hypothecation of Book

Debts

INE741K07256

214.

00 5 Years 9.50% 214.00 8-Nov-19 8-Nov-24 NA Secured

Hypothecation of Book

Debts

D. List of Top 10 Debenture Holders (as on March 31, 2020*)

* As the Issuer is a listed company, the latest published information is available only up to March 31, 2020. The Issuer we will disclose all the relevant information up to June 30, 2020 to BSE Limited within the timelines prescribed under the LODR Regulations.

S. No. Name of Debenture Holders Amount (Rs. in Crore)

1 FMO 214.00

2 International Finance Corporation 135.00

3 ResponsAbility 130.00

4 Triodos Investment Management BV 119.00

54

5 Blueorchard 30.00

Note: Top 10 holders’ (in value terms, on cumulative basis for all outstanding debentures issues) details should be provided

E. The amount of corporate guarantee issued by the Issuer along with name of the

counterparty (like name of the subsidiary, JV entity, group company, etc) on behalf of whom it has been issued. (if any) The Issuer has not issued any corporate guarantee for any third party as of March 31, 2020*. * As the Issuer is a listed company, the latest published information is available only

up to March 31, 2020. The Issuer we will disclose all the relevant information up to June 30, 2020 to BSE Limited within the timelines prescribed under the LODR Regulations.

F. Details of Commercial Paper, as of March 31, 2020*:

N.A. * As the Issuer is a listed company, the latest published information is available only up to March 31, 2020. The Issuer we will disclose all the relevant information up to June 30, 2020 to BSE Limited within the timelines prescribed under the LODR Regulations.

G. Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares) as on March 31, 2020*: N.A. * As the Issuer is a listed company, the latest published information is available only up to March 31, 2020. The Issuer we will disclose all the relevant information up to June 30, 2020 to BSE Limited within the timelines prescribed under the LODR Regulations.

H. Details of all default/s and/or delay in payments of interest and principal of any kind

of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Issuer, in the past 5 years, as of March 31, 2020*: N.A. * As the Issuer is a listed company, the latest published information is available only up to March 31, 2020. The Issuer we will disclose all the relevant information up to June 30, 2020 to BSE Limited within the timelines prescribed under the LODR Regulations.

I. Details of any outstanding borrowings taken / debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option, as of March 31, 2020*:

55

N.A. * As the Issuer is a listed company, the latest published information is available only up to March 31, 2020. The Issuer we will disclose all the relevant information up to June 30, 2020 to BSE Limited within the timelines prescribed under the LODR Regulations.

5.9A Details of Promoters of the Issuer: CreditAccess India N.V

5.9B Details of Promoter Holding in Company as on latest quarter end, i.e. March 31,

2020*

* As the Issuer is a listed company, the latest published information is available only up to March 31, 2020. The Issuer we will disclose all the relevant information up to June 30, 2020 to BSE Limited within the timelines prescribed under the LODR Regulations.

Sr No

Name of the shareholders

Total No of Equity shares

No. of shares in Demat form

Total shareholding as % of total no of equity shares

No of shares Pledged

% of shares Pledged with respect to shares owned

1 CreditAccess India N. V 115,109,028

115,109,028

79.94 Nil Nil

5.10 Abridged version of the Audited Consolidated and Standalone Financial Information (like Profit and Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications, if any. [Note: Financial information submitted must be in line with the timelines specified in the Simplified Listing Agreement, issued vide Circular no. SEBI/IMD/BOND/1/2009/11/05, dated May 11, 2009 as amended or restated from time to time, for furnishing/publishing its half yearly/annual result]

The relevant information is furnished in Annexure V of the Information Memorandum.

5.11 Abridged version of Latest Audited/ Limited Review Half Yearly Consolidated and

Standalone Financial Information and auditors qualifications, if any.: [Note: Financial information submitted must be in line with the timelines specified in the Simplified Listing Agreement, issued vide Circular no. SEBI/IMD/BOND/1/2009/11/05, dated May 11, 2009 as amended or restated from time to time, for furnishing/publishing its half yearly/annual result] As the Issuer follows Ind AS accounting standards, only the audited financial statements for the financial year ending on March 31, 2020 are available. These are set out in Annexure V and Annexure VII below.

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5.12 Any material event/ development or change having implications on the

financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of Issue which may affect the issue or the Investor’s decision to invest / continue to invest in the debt securities. The Issuer hereby declares that there has been no material event, development or change at the time of issue from the position as on the date of the last audited financial statements of the Issuer, which may affect the Issue or the Investor’s decision to invest/ continue to invest in the debt securities of the Issuer.

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5.13 The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given his consent to the Issuer for his appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities The Debenture Trustee of the proposed Debentures is Catalyst Trusteeship Limited. Catalyst Trusteeship Limited has given its written consent for its appointment as debenture trustee to the Issue and inclusion of its name in the form and context in which it appears in this Information Memorandum and in all the subsequent periodical communications sent to the Debenture Holders. The consent letter from Debenture Trustee is provided in Annexure III of this Information Memorandum.

5.14 Rating Rationale(s) adopted (not older than one year on the date of opening of the

Issue)/ credit rating letter issued (not older than one month on the date of opening of the Issue) by the rating agencies shall be disclosed.

ICRA has assigned a rating of “ICRA A+” (pronounced as ‘ICRA A+’) to the Debentures, and CRISIL has assigned a rating of “CRISIL A+” (pronounced as ‘CRISIL A+’) to the Debentures. Instruments with this rating are considered to have adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk. The rating letters are provided in Annexure II of this Information Memorandum.

5.15 If the security is backed by a guarantee or letter of comfort or any other document

/ letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document. Not Applicable.

5.15A Copy of consent letter from the Debenture Trustee shall be disclosed.

The consent letter from Debenture Trustee is provided in Annexure III of this Information Memorandum.

5.16 Names of all the recognized stock exchanges where the debt securities are proposed

to be listed clearly indicating the designated stock exchange: The Debentures are proposed to be listed on the WDM segment of the BSE. The Issuer shall comply with the requirements of the listing agreement for debt securities to the extent applicable to it on a continuous basis. The in-principle approval of the BSE has been obtained in this regard.

5.17 Other details:

A. Debenture Redemption Reserve ("DRR") Creation: As per Section 71 of the Act, any company that intends to issue debentures must create a DRR to which adequate amounts shall be credited out of the profits of the company until the redemption of the debentures. However, under the Companies

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(Issuance of Share Capital and Debentures) Rules, 2014, the Issuer exempt from this requirement in respect of privately placed debentures. Pursuant to this exemption, the Issuer does not intend to create any reserve funds for the redemption of the Debentures. However, to the extent required by Applicable Law, the Issuer shall, in any Financial Year, in respect of any amounts of the Debentures maturing in such Financial Year, invest or deposit amounts up to such thresholds as may be prescribed by Applicable Law and in such form and manner as prescribed therein and within the time periods prescribed therein.

B. Issue / instrument specific regulations: The Issue of Debentures shall be in conformity with the applicable provisions of the Companies Act including the notified rules thereunder, the SEBI Debt Listing Regulations, the LODR Regulations and the applicable RBI and SEBI guidelines.

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C. Application process: The application process for the Issue is as provided in 0 of this Information Memorandum.

5.18 A statement containing particulars of the dates of, and parties to all material contracts, agreements:

The contracts and documents referred to hereunder are material to the Issue, may be inspected at the Registered Office of the Issuer between 9.30 am to 5.30 pm on working days.

Sr. No. Nature of Contract

1 Certified true copy of the Memorandum & Articles of Association of the Issuer and the certificate of incorporation of the Issuer

2

Board Resolution dated October 30, 2019 read with the resolution of the Executive, Borrowings and Investment Committee of the board of directors of the Issuer dated July 28, 2020 authorizing issue of Debentures offered under the terms of this Information Memorandum

3 Shareholder Resolution dated November 21, 2018 authorizing the borrowing by the Issuer and the creation of security.

4 Copies of Annual Reports of the Issuer for the last three financial years

5 Credit rating letter from the Rating Agencies

6 Letter from Catalyst Trusteeship Limited giving its consent to act as Debenture Trustee

7 Letter for Register and Transfer Agent

8 Certified true copy of the certificate of incorporation of the Issuer

9 Certified true copy of the tripartite agreement between the Issuer, the Registrar & Transfer Agent and NSDL/CDSL

10 Copy of application made to BSE for grant of in-principle approval for listing of Debentures

5.19 Details of Debt Securities Sought to be Issued

The Issuer intends to issue 250 (Two Hundred and Fifty) rated, listed, senior, secured, redeemable, taxable, non-convertible debentures each having a face value of INR 10,00,000 (Indian Rupees Ten Lakh) aggregating to a face value of INR 25,00,00,000 (Indian Rupees Twenty Five Crore), on a private placement basis. For further details of the Debentures, please refer to the terms and conditions of the debentures set out in Section 5.22 of this Information Memorandum. 5.20 Issue Size

The aggregate issue size for the Debentures is Rs. 25,00,00,000/- (Rupees Twenty Five Crores only)

5.21 Utilization of the Issue Proceeds

The proceeds raised from this Issue will be utilised for the Purpose.

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The Issuer undertakes that proceeds of this Issue shall not be utilized for the following purposes as specified in the RBI Master Circular No. DBOD.BP.BC.No.5/21.04.172/2015-16 dated July 1, 2015 including inter alia: 1) Bills discounted / rediscounted by NBFCs, except for rediscounting of bills discounted by

NBFCs arising out of: Commercial vehicles (including light commercial vehicles) and two wheeler and three wheeler vehicles, subject to the following conditions: The bills should have been drawn by the manufacturer on dealers only; The bills should represent genuine sale transactions as may be ascertained from the chassis / engine number and; Before rediscounting the bills, the bona fides and track record of NBFCs which have discounted the bills would be verified.

2) Investments of NBFCs both of current and long-term nature, in any company / entity by way of shares, debentures, etc. However, Stock Broking Companies may be provided need-based credit against shares and debentures held by them as stock-in-trade.

3) Unsecured loans / inter-corporate deposits by NBFCs to / in any company. 4) All types of loans and advances by NBFCs to their subsidiaries, group companies / entities. 5) Finance to NBFCs for further lending to individuals for subscribing to Initial Public

Offerings (IPO) and for purchase of shares from secondary market. 5.22 Issue Details

Security Name 9.81% NCD CAGL 2023

Issuer CreditAccess Grameen Limited

Issue Size Rs. 25,00,00,000 (Rupees Twenty-Five Crore)

Option to retain oversubscription

NA

Type of Instrument Rated, listed, senior, secured, redeemable, taxable, non-convertible debentures

Nature of Instrument Secured

Seniority Senior

Mode of Issue Private Placement

Eligible Investor As specified in Section 8.14

Listing (including name of stock Exchange(s) where it will be listed and timeline for listing)

The NCD would be listed on the Negotiated Trade Reporting Platform (erstwhile Wholesale Debt Market Segment) of the National Stock Exchange (NSE)/ Bombay Stock Exchange (BSE) within 20 (twenty) days of the date of the allotment.

In case of delay in listing beyond a period of 20 (twenty) days from the Deemed Date of Allotment, the Issuer will pay penal interest of 1% (one percent) per annum over the Interest/ Coupon rate to the Investor for the period from the expiry of 20 (twenty) days from the Deemed Date of Allotment till the listing of such Debentures.

Rating of the Instrument “ICRA A+” by ICRA Limited, and “CRISIL A+” by CRISIL Limited

Issuance mode of the Instrument

Demat only (for private placement)

Trading Mode of the Instrument

In Demat mode only

Objects of the Issue To meet the funding requirements to economically weaker section of women for income generation purpose for Agriculture and Agri Allied

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Products and MSME as per RBI guidelines and towards general business purposes of the Issuer, in compliance with relevant regulatory guidelines.

Details of the utilization of the Proceeds

The proceeds shall be parked in such accounts/ places as may be permitted under Applicable Law, from time to time, and utilised by the Issuer towards financing to economically weaker section of women for income generation purpose for Agriculture and Agri Allied Products and MSME as per RBI guidelines and for such other purposes, including towards general business purposes of the Issuer, in compliance with relevant regulatory guidelines, and in such a manner that may be permitted by the RBI or under Applicable Law from time to time.

Coupon Rate 9.81% (nine decimal eight one percent) per annum

Step Up/Step Down Coupon Rate

In case of downgrade in external credit rating of the NCDs from its current rating, the coupon rate for the balance period would increase at the rate of 0.25% p.a. for each notch downgrade in rating and the same will be effect from the rating downgrade date.

Coupon Payment Frequency Half-yearly

Coupon Payment Dates As set out in Annexure VI

Coupon Type Fixed

Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor etc).

N.A.

Day Count Basis

Actual/Actual. It is clarified that in case of Interest payment in a leap year, the same shall be calculated taking the number of days as 366 (three hundred and sixty six) days (per the SEBI Circular dated November 11, 2016 bearing reference CIR/IMD/DF-1/122/2016).

Interest on Application Money Interest at applicable Interest rate will be paid on the application money to the applicants (subject to the deduction of tax at source at prevailing rates, as applicable). Such interest will be paid for the period commencing from the date of credit or realization of the cheque(s)/demand draft(s) up to but excluding the Deemed Date of Allotment. Such interest will be paid to the relevant applicants within 15 (fifteen) days from the Deemed Date of Allotment.

Default Interest Rate In the event of a payment default of the amounts due under this Issue or any other Event of Default (whether by way of acceleration, at maturity or otherwise), the Issuer shall pay an additional 2% (Two Percent) per annum over and above the applicable Coupon Rate on the outstanding principal amount of the Debentures, calculated from the date of the occurrence of the default until such default is cured or the Debentures are redeemed pursuant to such default as applicable. Penal interest would also be charged as per bank’s guidelines for any breach of financial discipline or non-compliance of the terms of sanction.

Tenor 36 months from the deemed date of allotment

Redemption Date Final Maturity Date: 36 Months from the Deemed Date of Allotment.

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Repayment of principal is proposed at annual intervals. Please refer Annexure VI.

Redemption Amount

Repayment of principal is proposed at annual intervals, and the last instalment of the principal amount will be paid on the maturity date, all of which are set out in Annexure VI. Please refer Annexure VI.

Redemption Premium/Discount

N.A.

Issue Price At par, INR 10,00,000 (Indian Rupees Ten Lakh Only) per Debenture

Discount at which security is issued

N.A.

Put Option None

Put Option Price Not Applicable

Put Option Date Not Applicable

Put Notification Time Not Applicable

Call Option None

Call Option Price Not Applicable

Call Option Date Not Applicable

Call Notification Time Not Applicable

Face Value INR 10,00,000 (Indian Rupees Ten Lakh Only) per Debenture

Minimum subscription amount and in multiples of 10 Debentures thereafter

Minimum application shall not be less than Rs. 1 Crore (Rupees One crore) i.e. 10 (Ten) Debentures

Issue Timing

1. Issue Opening Date July 30, 2020

2. Issue Closing Date July 30, 2020

3. Pay-in Date July 31, 2020

4. Deemed Date of Allotment July 31, 2020

Settlement Mode of the Instrument

Electronic mode of transfer like RTGS/NEFT/direct credit Payment on redemption will be made by RTGS / NEFT in the name of the Debenture Holders whose names appear in the list of beneficial owners given by the Depository to the Issuer as on the Record Date.

Depositories NSDL and / or CDSL

Business Day Convention

A day on which money markets are functioning in Mumbai (for the purpose of this section, shall be referred to as the “Working Day”). In line with day count convention stipulated in the SEBI Circular dated November 11, 2016 bearing reference CIR/IMD/DF-1/122/2016, it is hereby clarified that: Should a Final Maturity Date or the Record Date, as defined in the relevant pricing supplement, fall on a day which is not a Working Day, the preceding Working Day shall be considered as the effective date. Further, should the Interest Payment Date, as defined in the relevant pricing supplement, fall on a day which is not a Working Day, the next

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Working Day shall be considered as the effective date, provided that the Interest shall be calculated till the last day of the relevant Interest Period. It is further clarified that, should the Final Maturity Date/ Redemption Date, as defined in the relevant pricing supplement, fall on a day which is not a Working Day, the previous Working Day will be considered as the effective date for both the Redemption Date and the last Interest Payment Date, provided that the Interest shall be calculated till but excluding such effective date.

Record Date

The record date shall be 15 (fifteen) calendar days prior to each Interest Payment Date, or the Redemption Date for determining the beneficiaries of the Debentures for the interest payment and/or principal repayment in relation thereto.

Security The Issue shall be secured by a charge created by the Issuer in favour of the Debenture Trustee (for the benefit of the Debenture Holders) being an exclusive first ranking charge by way of hypothecation comprising of the assets of the Issuer as follows:

a) On and from the date of execution of the Deed of Hypothecation, the Issuer shall create a charge over the Hypothecated Assets to be created in terms of the Deed of Hypothecation. The Security Cover to be maintained by the Issuer shall be equivalent to 1.10 (One decimal point One Zero) times the aggregate principal amount outstanding of the Debentures (“Security Cover”). It is clarified that the Security Cover shall be sufficient to cover the principal amounts outstanding under the Debenture at all times.

b) The Issuer undertakes: i. To maintain the value of Security Cover at all times till the

obligations under the Issue are discharged; ii. To create the charge over the Hypothecated Assets by

executing a duly stamped Deed of Hypothecation (“Deed of Hypothecation”) on or before the Deemed Date of Allotment and filing the relevant form immediately and no later than 30 (Thirty) calendar days from the date of execution of the Deed of Hypothecation.

iii. On and from the Deemed Date of Allotment, till the Maturity Date, to provide a list, on a monthly basis, of specific loan receivables/identified book debt to the Debenture Trustee and Debenture Holders over which charge is created and subsisting by way of hypothecation in favour of the Debenture Trustee (for the benefit of the Debenture Holders) and sufficient to maintain the Security Cover (“Monthly Hypothecated Asset Report”) Any substitution, addition and/or replacement of the

Hypothecated Assets shall be made under the terms of the Deed of Hypothecation

Transaction Documents

1. Shelf-Disclosure Document; 2. Debenture Trustee Agreement; 3. Pricing Supplements; 4. Security Documents; and

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5. Any other document related to the transaction that may be designated as a ‘Transaction Document’ by the Debenture Trustee.

Conditions precedent to Disbursement

1. Consent Letter from the Trustee to act as Debenture Trustee for the Issue

2. Certified true copy of the Issuer’s constitutional documents and

Certificate of Incorporation, as amended up-to-date;

3. Certified true copy of Shareholders resolution under section 42 of the Companies Act, 2013

4. Certified true copy of the Shareholders resolution under section 180(1)(a) and section 180(1)(c) of the Act;

5. Signed Disclosure Document 6. Certified copy of Board Resolution authorizing the issue of

Debentures as also execution of the necessary documents in that behalf

7. Such other undertaking as may be required from the Company

Conditions subsequent to Disbursement

(i) Filing of the relevant documents inter alia return of allotment,

etc., with the Registrar of Companies within the timelines

specified under the rules under the Companies Act, 2013

(ii) Filing of the relevant form with the Registrar of Companies for the

registration of charge over the Hypothecated Assets.

(iii) The Issuer shall also obtain a legal opinion on the enforceability

of the Transaction Documents

(iv) Listing of the Debentures on the wholesale debt segment of the

NSE/BSE.

(v) Execution of any other document as customary for transaction of

a similar nature and size.

Events of Defaults

1. Default in payment of monies within 7 Business Days from the due date in respect of Interest and/or Principal Amounts owing upon the Debentures or in payment of any other monies including costs, charges and expenses incurred by the Trustees;

2. Breach in the performance or observance of any covenant, condition or provision contained in the Transaction Documents;

3. Any breach or default in terms of the existing debenture documents executed in relation to the issue and allotment of non-convertible debentures to the Existing Debenture Holders;

4. The end-use not as per the objects of the Issue; 5. The Issuer admits in writing its inability to pay its debt with

respect to the Transaction Documents as they mature; 6. A receiver or a liquidator is appointed or allowed to be appointed

of all or any part of Issuer’s undertaking; 7. The Issuer ceases to carry on its business; or 8. Expropriation, nationalization of assets of the Issuer or assuming

control of the Issuer’s business by any governmental authority or any approval or permission to carry on the Issuer’s material business is revoked by the competent government authority and such disability has not been remedied for at least 150 (one hundred and fifty) days;

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9. Any petition for winding-up of the Issuer being instituted or appointment of a receiver or liquidator for any part of the Issuer’s property and in each case such action has not been dismissed within 150 (one hundred and fifty) days of its occurrence; and

10. Any execution, attachment or restraint has been levied against all or any material part of the Issuer’s assets and in each case if such disability has not been remedied within 150 days.

11. The Issuer shall have a cure period of (i) 7 (seven) days to remedy the default specified in 1 above and (ii) 45 (forty five) days to remedy all other defaults specified above.

12. Other covenant in respect of event of default as mentioned in Debenture Trust Deed /Umbrella shelf document.

Provisions related to Cross Default

Any default in making any payments of coupons/interest, redemption amounts, default interest or any other monies when due to, or breach of any of the terms of the debenture related documents executed for the benefit of, the Existing Debenture Holders and such default/breach is not cured within the applicable cure periods granted for the same by such debenture holders/their trustee.

Roles and Responsibilities of the Debenture Trustee

Subject to the terms of the Debenture Trust Deed, all the rights and remedies of the Debenture Holders shall vest in and shall be exercised by the Debenture Trustee without referring to the Debenture Holders.

The Investors / Debenture Holders are deemed to have irrevocably given their authority and consent to Trustee to act as the debenture trustee and for doing such acts, deeds and things necessary in respect of or relating to the security to be created for securing such debentures and signing such documents to carry out their duty in such capacity.

All rights and remedies under the Debenture Trust Deed or the other Security Documents shall rest and be exercised by the Debenture Trustee without any reference to the Debenture Holders.

Any payment by the Issuer to the Debenture Trustee on behalf of the Debenture Holders shall discharge the Issuer pro tanto to the Debenture Holders.

The Debenture Trustee shall have the right to provide any consent for any restructuring or amalgamation by the Issuer, if it is satisfied that the rights and interests of the Debenture Holders would not be detrimentally affected by such restructuring or amalgamation. Resignation/retirement of the Debenture Trustee shall be as per terms of the Debenture Trust Deed entered into/ to be entered into between the Issuer and the Debenture Trustee. A notice in writing to the Debenture Holders shall be provided for the same.

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The Debenture Trustee ipso facto does not have the obligations of the Company as a principal debtor or as a guarantor as to the monies paid/invested by the Investors /Debenture Holders for the Debentures

The Debenture Trustee shall duly intimate the Debenture Holders and the general public by issuing a press release on occurrence of any of the following events:

(a) Default by the Issuer to make payments of any amounts in

relation to the Debentures including the Interest etc;

(b) Failure of the Issuer to create a charge over its assets in

accordance with the Security Documents for the Debentures; and

(c) Revision of credit rating assigned to the Debentures.

(d) Such information shall also be placed on the websites of the

Debenture Trustee and the Issuer.

Representations and Warranties

As customary for a transaction of this nature and further provided for in the Debenture Trust Deed for the Issue.

Undertaking 1. The company to undertake that the bank finance will not be utilized for the following activities undertaken by it: In real estate business activities. Any other purpose prohibited by RBI/FEMA Any other speculative business.

2. The company to furnish a certificate of end use of funds. 3. The company/its directors shall give an unconditional and

irrevocable undertaking to the effect that they agree and give consent for the disclosure by the Bank of Baroda of all or any such information or data relating to the company / directors/guarantors in any credit facility availed by the company and default, if any, committed by the company / directors/guarantors in discharge of such obligations, as the Bank may deem appropriate and necessary to disclose and furnish to Credit Information Bureau (India) Ltd. (CIBIL) and any other agency authorized in this behalf by RBI. The CIBIL and any other agency so authorized may use, process the said information and data disclosed by the Bank in the manner as deemed fit by them; and the CIBIL and any other agency so authorized may furnish for consideration, the processed Information and data or products thereof prepared by them, to banks/financial institutions and other credit grantors and registered users, as may be specified by the RBI in this behalf.

4. Company to undertake to maintain minimum asset cover of 1.1x times throughout the tenor of the facilities

5. Certified quarterly Asset cover certificate to be submitted to debenture trustee by 45 days post the Boards adopting the result.

Other conditions NCD/Bonds/CPs should be rated by at least two rating agencies as per guidelines, preferably by ICRA, CARE, CRISIL and India Ratings. Rating should not be more than one month old at the time of issuance of CP / Bonds. No roll-over of non-convertible debentures is permitted.

Prepayment charges As per Bank Guidelines

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Governing Law and Jurisdiction

The Debentures are governed by and will be construed in accordance with the laws of India. The Debenture Holders, by purchasing the Debentures, agree that the courts and tribunals at Mumbai shall have exclusive jurisdiction with respect to matters relating to the Debentures.

Pre disbursement condition Prescribed documents set for the NCD investment to be executed by the company.

Company to accept the terms & conditions of sanction unconditionally.

Company shall pass suitable board resolution for the borrowings.

Other Terms & Conditions The company should obtain Bank’s prior approval for extending

any corporate guarantees / contractual comforts during the

currency of our loan/investment.

The company should obtain Bank’s prior approval for extending

any corporate guarantees / contractual comforts during the

currency of our loan/investment.

The Company should maintain separate books and records which

should correctly reflect their financial position and scope of

operations and should submit to the bank at regular intervals;

such statements as may be prescribed by the bank in terms of RBI

instructions issued from time to time.

The borrower Company to register the charges created / modified

extended on their assets in favor of the Bank with the Registrar

of Companies within a period of 30 days from the date of their

creation / modification / extension.

The Company has to produce the documents as required by the

Bank / facility agent evidencing the utilization of funds as per

RBI/Bank’s guidelines.

The Company’s aggregate borrowings should not exceed its

borrowing powers.

The borrower to submit two copies of the Audited Balance Sheet,

Profit & Loss A/c. etc. along with relevant schedules within six

months from the close of the accounting year or three months

before the due date of review, whichever is earlier.

The Company to keep the bank informed of the happening of the

event likely to have substantial effect on the profit / business or

circumstances adversely affecting the financial position of its

subsidiaries / group companies / companies in which it has

invested including any action taken by creditors against the ‘said’

Companies legally or otherwise..

The Company shall agree and consent to the Bank and the

Reserve Bank of India as required under RBI Circular letter DBOD

No.BC.DL.4/20.16.002/99-2000 dtd. 21.10.1999 that in case of

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default in repayment of the loan /investment/ advances in the

payment of interest thereon or any of the agreed installments of

the loan/investment on due dates, the bank/RBI shall have an

unqualified right to disclose or publish the name of the Company

or its Directors as defaulters in such manner and through such

medium as the Bank or the RBI in their absolute discretion may

think fit.

The Company to ensure to get external credit rating done by

approved external credit rating agencies viz; ICRA, CRISIL, FITCH

& CARE every year for the total exposure of the Banks/FIs.

In case of default by the Company in repayment of the

loan(s)/investment and interest thereon as per due date the

Lenders / their trustees and/or the Reserve Bank of India /

Credit Information Bureau of India Ltd. (CIBIL) will have an

unqualified right to disclose or publish the name of the

Company and its directors in such manner and through such

medium as the lenders/their trustees or Reserve Bank of India /

CIBIL in their absolute discretion may think fit.

The Company to undertake that during the currency of the facility

it would not without prior written permission of the Bank:

o Formulate any scheme of Merger / Amalgamation /

Acquisition / Reconstruction.

o Invest by way of share capital or lend or advance funds to

or place deposits with any other concern (including group

Companies); normal trade credit or security deposits in

the normal course of business or advances to employees

can however be extended.

o Enter into borrowing arrangement either secured or

unsecured with any other bank, financial institution and

Company or otherwise or accept deposits apart from the

arrangement indicated in the funds flow statement

submitted to the Bank from time to time and approved

by the Bank.

o Undertake any guarantee obligation on behalf of any

other Company.

o Sell / Assign or otherwise dispose off any of the fixed

assets charged to the Bank.

o Enter into any contractual obligation of a long-term

nature or affecting the Company financially to significant

extent.

o Permit any transfer of the controlling interest or make

any drastic change in the management set-up.

o Repay monies brought in by the promoters/ directors/

principal shareholders and their friends and relatives by

way of deposits/ loans/ advances. Further the rate of

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interest, if any payable on such deposits/ loans/ advances

should be lower than the rate of interest charged by the

Bank on its term loan and payment of such interest will

be subject to regular repayment of installments under

term loans granted/ guarantees executed by the Bank or

other repayment obligations if any due from the

Company to the Bank. All unsecured loans/ deposits

raised by the Company for financing a project are always

subordinate to the loans of banks / financial institutions

and should be permitted to be repaid only with the prior

approval of all the banks and the financial institutions

concerned.

Penal Interest: In terms of the Current Instructions from RBI, the

Bank may charge penal interest at 2% p.a. above the rate

applicable subject to maximum stipulated by RBI from time to

time on the entire outstanding in the account(s) under the

following circumstances.

o Irregularities in accounts.

o Non/delayed submission of regulatory return as per

sanctioned terms and conditions

o Non-Compliance of any Terms & Conditions.

The borrower to furnish an undertaking to the bank to the effect

that the funds should not be utilized for any purpose other than

for which it is granted and the loan should not be utilized for a)

Subscription to or purchase of shares and debentures; b) for

extending loans to subsidiary or associate companies or

extending inter corporate deposits; and c) any speculative

purpose.

The borrower should undertake that they should not induct a

person who is Director on the Board of a Company which has

been identified as a willful defaulter and that in case such person

is found to be on the Board of the Borrower Company, the

borrower would take expeditious and effective steps for removal

of the person from its Board. The aforesaid undertaking may be

obtained by way of separate letter / duly executed by borrower

on non-judicial stamp paper of requisite value.

Company to furnish undertaking to the effect that none of their

directors and promoters are appearing on ECGC specific approval

list, RBI’s caution list or RBI’s defaulter list and none of its

directors including promoter director has defaulted in the

payment of the dues of any bank. A director with identical name

appearing in the defaulter list should submit an affidavit (to be

signed before the executive Magistrate) confirming that he is not

the same person whose name is appearing in the defaulter’s list.

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Board of directors of the borrower Company must pass a

resolution for availing the facility from Bank, authorizing a person

for signing the documents etc.

The company must undertake:-

o To supply to the Bank of Baroda, within one week of their

publication, copies of company’s provisional quarterly &

annual reports and audited accounts.

o To provide to Bank of Baroda promptly information about

all material and adverse changes in the company’s

ownership and management.

o Notwithstanding what is herein contained, we shall at

any time and from time to time, be entitled to notify you

and thereafter charge interest at such notified rate and

this letter shall be construed as if such revised rate were

mentioned herein. In case of default in the payment of

cancellation charges/premium, or compliance with terms

and conditions or breach of specific covenants’ etc.

company shall be charged as per the existing Bank’s

practice.

Any other condition favourable in the interest of the bank as

stipulated by the existing lenders shall be applicable to the

proposed facility by us as well.

Company to submit proof of filing of Annual returns such as

Audited Financials with ROC and documentary evidence of

payment of other statutory dues should be obtained and satisfied

upon.

Company to submit copies of passport of directors

Company to ensure that assets coverage statement duly certified

by Chartered Accountant to be obtained on quarterly basis and

to be ensured that minimum Assets coverage ratio of 1.10 times

in all facilities are maintained by the company without Capital

Market Investment, Unsecured advances Promoter funding and

Margin funding.

ALM /NPA position to be submitted on quarterly basis along with

reasons for any negative variance therein.

Company to submit quarterly statement from the Company

confirming that it has complied with all the regulatory guidelines

including RBI guidelines.

End use certificate to be submitted from chartered Accountant

confirming the end use of funds availed.

CA certified receivables along with asset coverage on quarterly

basis to be submitted at the end of each quarter/period.

Additional Disclosures (Security Creation)

In the event of any delay in the execution of the Deed of Hypothecation, the Issuer will, at the option of the Debenture

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Holders, either:

(a) refund the Application Money/discharge the outstanding amounts under the Debentures; or

(b) pay to the Debenture Holders additional interest at the rate of 2% (two percent) per annum charged on the Outstanding Principal Amount in addition to the Interest Rate until the Deed of Hypothecation is duly executed.

Additional Disclosures (Default in Payment)

In the event of a payment default of the amounts due under this Issue or any other Event of Default (whether by way of acceleration, at maturity or otherwise), the Issuer shall pay an additional 2% (Two Percent) per annum over and above the applicable Coupon Rate on the outstanding principal amount of the Debentures, calculated from the date of the occurrence of the default until such default is cured or the Debentures are redeemed pursuant to such default as applicable.

Penal interest would also be charged as per bank’s guidelines for any breach of financial discipline or non-compliance of the terms of sanction.

Additional Disclosures (Delay in Listing)

In case of delay in listing beyond a period of 20 (twenty) days from the Deemed Date of Allotment, the Issuer will pay penal interest of 1% (one percent) per annum over the Interest/ Coupon rate to the Investor for the period from the expiry of 20 (twenty) days from the Deemed Date of Allotment till the listing of such Debentures.

Note:

1. The list of documents which has been executed or will be executed in connection with the issue and subscription of debt securities shall be annexed.

2. The additional interest rates mentioned above are the minimum interest rates payable by the Issuer and are independent of each other.

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SECTION 6: DISCLOSURES PERTAINING TO WILFUL DEFAULT In case of listing of debt securities made on private placement, the following disclosures are

required to be made:

A. Name of the Bank declaring the entity as a Wilful Defaulter: NIL

B. The year in which the entity is declared as a Wilful Defaulter: NIL

C. Outstanding amount when the entity is declared as a Wilful Defaulter: NIL

D. Name of the entity declared as a Wilful Defaulter: NIL

E. Steps taken, if any, for the removal from the list of wilful defaulters: NIL

F. Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions: NIL

G. Any other disclosure as specified by the Board: NIL

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SECTION 7: TRANSACTION DOCUMENTS AND KEY TERMS

7.1 Transaction Documents

The following documents shall be executed in relation to the Issue (“Transaction Documents”):

A. Debenture Trustee Agreement, which will confirm the appointment of Catalyst

Trusteeship Limited as the Debenture Trustee (“Debenture Trustee Agreement”);

B. Debenture Trust Deed, which will set out the terms upon which the Debentures are being issued and shall include the representations and warranties and the covenants to be provided by the Issuer (“Debenture Trust Deed”);

C. Deed of Hypothecation whereby the Issuer will create an exclusive charge by way of hypothecation over the Charged Receivables in favour of the Debenture Trustee to secure its obligations in respect of the Debentures (“Deed of Hypothecation”); and

D. Such other documents as agreed between the Issuer and the Debenture Trustee. The Transaction Documents shall be executed on or prior to the Issue Closing Date. 7.2 REPRESENTATIONS AND WARRANTIES OF THE ISSUER

The Issuer shall make the following representations and warranties to the Debenture Trustee for the benefit of the Debenture Holders as on the Effective Date, which representations shall be true and valid until the Final Settlement Date.

(1) Status

(a) It is a company, duly incorporated, registered and validly existing under Applicable Law.

(b) It is a non-banking financial company - micro finance institution registered with the RBI.

(c) It has the power to own its Assets and carry on its business as it is being conducted.

(2) Binding Obligations

The obligations expressed to be assumed by it under the Transaction Documents are legal, valid, binding and enforceable obligations.

(3) Issue

The Issue and the Debentures comply with the requirements prescribed by the Supervisory Authorities. The proceeds of the Debentures have been/will be utilised for the Purpose in compliance with the DTD and the other Transaction Documents.

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(4) Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by the Transaction Documents do not and will not conflict with:

(a) any Applicable Law;

(b) its Constitutional Documents; or

(c) any agreement or instrument binding upon it or any of its Assets.

(5) Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Transaction Documents to which it is a party and the transactions contemplated by those Transaction Documents.

(6) Validity and admissibility in evidence

All approvals, authorisations, consents, permits (third party, statutory or otherwise) required or desirable:

(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party;

(b) to make the Transaction Documents to which it is a party admissible in evidence in its jurisdiction of incorporation; and

(c) for it to carry on its business, and which are material,

have been obtained or effected and are in full force and effect.

(7) No default

(a) No Event of Default has occurred and is continuing or would reasonably be expected to result from the execution or performance of any Transaction Documents or the issuance of the Debentures.

(b) No other event or circumstance is outstanding which constitutes (or which would, with the lapse of time, the giving of notice, the making of any determination under the relevant document or any combination of the foregoing, constitute) a default or termination event (however described) under any other agreement or instrument which is binding on the Issuer or any of its Assets or which might have a Material Adverse Effect.

(8) Ranking

(a) Its payment obligations under the Debentures are the direct, unconditional and irrevocable obligations of the Issuer.

(b) The Debentures shall rank pari passu inter se and the payment obligations of the Issuer under the Transaction Documents shall be at least pari passu with

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the claims of all of its other senior secured creditors, except for obligations mandatorily preferred by Applicable Law applying to companies generally.

(9) No proceedings pending

Except as disclosed by the Issuer in the Debt Disclosure Documents, annual reports and financial statements, no litigation, investigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which have been commenced or threatened against the Issuer or its officers, which if adversely determined, may have a Material Adverse Effect.

(10) No misleading information

All information provided by the Issuer to the Debenture Trustee/Debenture Holders for the purposes of this Issue is true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated and is not misleading due to omission of material fact or otherwise.

(11) Compliance

(a) To the best of its knowledge, the Issuer and its affiliates have complied with Applicable Law.

(b) There has not been and there is no investigation or enquiry by, or order, decree, decision or judgment of any Governmental Authority issued or outstanding or to the best of the Issuer's knowledge, anticipated against the Issuer which would have a Material Adverse Effect, nor has any notice or other communication (official or otherwise) from any Governmental Authority been issued or is outstanding or to the best of the Issuer's knowledge, anticipated with respect to an alleged, actual or potential violation and/or failure to comply with any such Applicable Law or requiring them to take or omit any action.

(c) The Issuer shall complete all necessary formalities including all filings with the relevant regulatory authorities, including but not limited to the SEBI, the BSE, CERSAI and the ROC and obtain all consents and approvals required for the completion of the Issue.

(12) Assets

Except for the security interests and encumbrances created and recorded with the ROC, the Issuer has, free from any security interest or encumbrance, the absolute legal and beneficial title to, or valid leases or licenses of, or is otherwise entitled to use (in each case, where relevant, on arm's length terms), all material Assets necessary for the conduct of its business as it is being, and is proposed to be, conducted.

(13) No filings or stamp taxes

There are no stamp duties, registration, filings, recordings or notarizations before or with any Governmental Authority required to be carried out in India in relation to the execution and delivery of the Transaction Documents by the Issuer other than the:

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(a) stamping of the Transaction Documents (on or prior to execution in Bengaluru, India) in accordance the applicable provisions of the Karnataka Stamp Act, 1957;

(b) stamping of the Debenture Certificate in accordance with the Indian Stamp Act, 1899;

(c) filing of the return of allotment of securities under Form PAS-3 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 with the ROC;

(d) filing of the Debt Disclosure Documents with the ROC and SEBI;

(e) filing of Form CHG 9 with the ROC by no later than 30 (thirty) days of execution of the Deed of Hypothecation; and

(f) filing of Form I with CERSAI by no later than 30 (thirty) days of execution of the Deed of Hypothecation.

(14) Financial Statements

(a) Its financial statements most recently supplied to the Debenture Trustee as of March 31, 2020 were prepared in accordance with Indian GAAP consistently applied save to the extent expressly disclosed in such financial statements.

(b) Its financial statements as of March 31, 2020 supplied to the Debenture Trustee, give a true and fair view and represent its financial condition and operations during the Financial Year save to the extent expressly disclosed in such financial statements.

(15) Solvency

(a) The Issuer is able to, and has not admitted its inability to, pay its debts as they mature and has not suspended making payment on any of its debts and it has not been deemed by a court to be unable to pay its debts for the purposes of Applicable Law, nor will it become unable to pay its debts for the purposes of Applicable Law as a consequence of entering into the DTD or any other Transaction Document. PROVIDED THAT the foregoing shall not apply to any moratorium provided to the Issuer, or Financial Indebtedness of the Issuer rescheduled, pursuant to the Moratorium Directions (COVID-19).

(b) The Issuer, by reason of actual or anticipated financial difficulties, has not commenced, and does not intend to commence, negotiations with one or more of its creditors with a view to rescheduling its Financial Indebtedness.

(c) The value of the Assets of the Issuer is more than its liabilities (taking into account contingent and prospective liabilities) and it has sufficient capital to carry on its business.

(d) The Issuer has not taken any corporate action nor has it taken any legal proceedings or other procedure or steps in relation to any insolvency or bankruptcy proceedings.

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(e) No insolvency or bankruptcy process has commenced under Applicable Law in respect of the Issuer (including pursuant to the IBC read with the Insolvency and Bankruptcy (Insolvency and Liquidation Proceedings of Financial Service Providers and Application to Adjudicating Authority) Rules, 2019, and any other rules and regulations framed thereunder from time to time)).

(f) No reference has been made, or enquiry or proceedings commenced, in respect of the Issuer, before the National Companies Law Tribunal or under any mechanism or prescription of the RBI in respect of resolution/restructuring of stressed assets (including without limitation, under the RBI's circular no. DBR.No.BP.BC.45/21.04.048/2018-19 dated June 7, 2019 on "Prudential Framework for Resolution of Stressed Assets").

(16) Security

(a) The Charged Receivables are the sole and absolute property of the Issuer and are free from any mortgage, charge or encumbrance and are not subject to any lis pendens, attachment, or other order or process issued by any Governmental Authority.

(b) The Transaction Documents executed or to be executed constitute legal, valid and enforceable security interest in favour of the Debenture Trustee and for the benefit of the Debenture Holders on all the assets thereby secured and all necessary and appropriate consents for the creation, effectiveness, priority and enforcement of such security have been obtained.

(17) Material Adverse Effect

No Material Adverse Effect has occurred, including without limitation, in relation to the business, condition, operations, performance or prospects of the Issuer.

(18) Illegality

It is not illegal or unlawful for the Issuer to perform any of its obligations under the Transaction Documents.

(19) Execution of Transaction Documents

(a) The DTD and the Transaction Documents executed or to be executed constitute legal, valid and enforceable obligations of the Issuer, and, to the extent applicable, create a legal, valid and enforceable security interest in favour of the Debenture Trustee.

(b) No consents or approvals are required by the Issuer from its creditors or any Governmental Authority or any other person for the creation, effectiveness, priority and enforcement of the Transaction Documents and the Transaction Security created thereunder.

7.3 FINANCIAL COVENANTS

The Issuer shall comply with the following financial covenants at all times until the Final Settlement Date.

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(1) The Issuer shall at all times until the Final Settlement Date maintain its capital adequacy ratio at such threshold as may be prescribed by the RBI from time to time.

(1) The Issuer shall at all times until the Final Settlement Date fulfill such other financial covenants that may be agreed between the Issuer and the Debenture Holders from time to time.

(2) Until the Final Settlement Date, the covenants prescribed in Paragraphs 1 and 2 above shall be tested for each Quarterly Date on the basis of consolidated and standalone balance sheets of the Issuer on or prior to the Testing Date.

7.4 REPORTING COVENANTS

The Issuer shall provide or cause to be provided to the Debenture Trustee and to the Debenture Holders (including on any online reporting platform notified by the Debenture Trustee or any Debenture Holder), in form and substance reasonably satisfactory to the Debenture Trustee, each of the following items:

(1) Prior to the Deemed Date of Allotment, all documents and information and confirmations comprising the Conditions Precedent.

(2) As soon as available, and in any event within 120 (one hundred and twenty) calendar days after the end of each Financial Year of the Issuer:

(a) certified copies of its audited consolidated and non-consolidated (if any) financial statements for its most recently completed fiscal year, prepared in accordance with Indian GAAP including its balance sheet, income statement and statement of cash flow. All such information shall be complete and correct in all material respects and shall fairly represent the financial condition, results of operation and changes in cash flow and a list comprising all material financial liabilities of the Issuer whether absolute or contingent as of the date thereof; and

(b) such additional information or documents as the Debenture Trustee may reasonably request.

(3) Within 45 (forty five) calendar days after each Quarterly Date:

(a) certified copies of its un-audited consolidated and non-consolidated (if any) quarterly financial statements for the preceding fiscal quarter, prepared in accordance with Indian GAAP including its balance sheet, income statement and statement of cash flow;

(b) a certificate signed by any director or any other authorised officer of the Issuer stating that the Issuer is in compliance with all the financial covenants prescribed in Schedule V (Financial Covenants); and

(c) details of the shareholding structure/pattern and composition/list of the board of directors in the Issuer (including any changes from the previous instance where such information was provided).

(4) As soon as practicable, and in any event within 15 (fifteen) Business Days after the Issuer obtains or reasonably should have obtained actual knowledge thereof, notice

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of the occurrence of any event or circumstance that could reasonably be expected to result in a Material Adverse Effect.

(5) As soon as practicable, and in any event within 15 (fifteen) Business Days after the Issuer obtains or reasonably should have obtained actual knowledge thereof, notice of any dispute, litigation, investigation or other proceeding affecting the Issuer or its property or operations, which might, if adversely determined, have a Material Adverse Effect.

(6) As soon as practicable, and in any event within 15 (fifteen) Business Days after the Issuer obtains or reasonably should have obtained actual knowledge thereof obtains or reasonably, notice of the occurrence of any Event of Default or potential Event of Default including any steps taken to cure such event.

(7) As soon as practicable, and in any event within 15 (fifteen) Business Days, any prepayment, or the receipt of notice of any Financial Indebtedness of the Issuer declared to be due and payable or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof.

(8) As soon as practicable, and in any event within 15 (fifteen) Business Days after such default, notice of any default in the observance or performance of any agreement or condition relating to any Financial Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause or to permit the holder or holders of such Financial Indebtedness to cause (determined without regard to whether any notice is required) any such Financial Indebtedness to become due prior to its stated maturity.

(9) As soon as practicable, and in any event within 15 (fifteen) Business Days of receiving any notice of any application for winding up/insolvency having been made or any notice of winding up or insolvency under the provisions of the Act or the IBC or any other statute relating to winding up/insolvency or otherwise of any suit or other legal process intended to be filed or initiated against the Issuer.

(10) As soon as practicable and in any event within 15 (fifteen) Business Days of the occurrence of:

(a) any change in shareholding structure of the Issuer;

(b) any change in the board of directors of the Issuer;

(c) any change in the accounting policy of the Issuer, which may have a Material Adverse Effect. PROVIDED THAT the foregoing does not apply to a change in the accounting policy of the Issuer pursuant to Applicable Law; and

(d) any change in its Constitutional Documents which might have a Material Adverse Effect.

(11) As soon as practicable and in any event within 30 (thirty) calendar days of receipt of a request, such additional documents or information with respect to the financial condition, business and operations of the Issuer as the Debenture Trustee or the Debenture Holders, may reasonably request from time to time.

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7.5 AFFIRMATIVE COVENANTS The Issuer shall adhere to and comply with the following affirmative covenants at all times until the Final Settlement Date.

(1) Use of proceeds

The Issuer shall utilise the amounts received towards subscription of the Debentures for the Purpose in accordance with Applicable Law and procure and furnish to the Debenture Trustees a certificate from the Issuer's auditors in respect of the utilisation of funds raised by the issue of the Debentures. The Debenture Trustee shall provide a copy of the aforementioned certificate to the Debenture Holders within 7 (seven) calendar days of receipt.

(2) Compliance with Applicable Law

(a) The Issuer will obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all licenses and authorisations necessary to enable it to lawfully enter into and perform its obligations under the DTD and the other Transaction Documents or to ensure the legality, validity, enforceability or admissibility in evidence in India of the DTD and the other Transaction Documents.

(b) The Issuer will comply with:

(i) all Applicable Law (including but not limited to the Act, any guidelines or directions issued by the Supervisory Authorities), as applicable on the Issuer and in respect of the Debentures and obtain such regulatory approvals as may be required from time to time;

(ii) the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 as in force from time to time, in so far as they are applicable to the Debentures and furnish to the Debenture Trustee such data, information, statements and reports as may be deemed necessary by the Debenture Trustee in order to enable them to comply with the provisions of Regulation 15 thereof in performance of their duties in accordance therewith to the extent applicable to the Debentures;

(iii) the provisions of the Act in relation to the issue of the Debentures (including but not limited to any obligation of the Issuer to constitute any committee (including any audit committee, remuneration committee, stakeholders' relationship committee etc.) on exceeding the prescribed threshold in accordance with Act or any rules thereunder);

(iv) if so required, the circular issued by SEBI dated June 23, 2020 on "Operational framework for transactions in defaulted debt securities post maturity date/ redemption date under provisions of SEBI (Issue and Listing of Debt Securities) Regulations, 2008" and provide all details/intimations to the Debenture Trustee, the Depository, and

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BSE (as the case may be) in accordance with the aforementioned circular; and

(v) procure that the Debentures are rated and continue to be rated until the Final Settlement Date.

(3) Loss or damage by uncovered risks

The Issuer shall promptly inform the Debenture Trustee of any material loss or significant damage which the Issuer may suffer due to any force majeure circumstances or act of God beyond the control of the Issuer, such as earthquake, flood, COVID-19 pandemic etc. against which the Issuer may not have insured its properties.

(4) Costs and Expenses

The Issuer shall pay all costs, charges and expenses in any way incurred by the Debenture Trustee towards protection of Debenture Holders' interests, including travelling and other allowances and such taxes, duties, costs, charges and expenses in connection with or relating to the Debentures subject to such expenses, costs or charges being approved in writing by the Issuer before they are incurred and shall not include any foreign travel costs.

(5) Payment of rents, etc.

The Issuer shall punctually pay all rents, royalties, taxes, rates, levies, cesses, assessments, impositions and outgoings, governmental, municipal or otherwise imposed upon or payable by the Issuer as and when the same shall become payable and when required by the Debenture Trustee produce the receipts of such payment and also punctually pay and discharge all debts and obligations and liabilities which may have priority over the Debentures and observe, perform and comply with all covenants and obligations which ought to be observed and performed by the Issuer under the DTD.

(6) Preserve corporate status

(a) The Issuer shall diligently preserve and maintain its corporate existence and status and comply with all acts, authorizations, consents, permissions, rules, regulations, orders and directions of any legislative, executive, administrative or judicial body applicable to its Assets or any part thereof.

(b) The Issuer will not do or voluntarily suffer or permit to be done any act or thing whereby its right to transact its business might or could be terminated or whereby payment of the principal of or interest on the Debentures might or would be hindered or delayed.

(7) Pay stamp duty

The Issuer shall pay all such stamp duty (including any additional stamp duty), other duties, taxes, charges and penalties, if and when the Issuer may be required to pay according to the applicable state laws and in the event of the Issuer failing to pay such stamp duty, other duties, taxes and penalties as aforesaid, the Debenture Trustee will be at liberty (but shall not be bound) to pay the same and the Issuer shall reimburse

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the same to the Debenture Trustee on demand.

(8) Furnish information

(a) The Issuer shall provide to the Debenture Trustee or its representatives such information/copies of relevant extracts as they may require on any matters relating to the business of the Issuer or to investigate the affairs of the Issuer.

(b) The Issuer shall allow the Debenture Trustee to make such examination and investigation as and when deemed necessary and shall furnish the Debenture Trustee with all such information as they may require and shall pay all reasonable costs, charges and expenses incidental to such examination and investigation.

(c) Without prejudice to the foregoing, the Issuer undertakes that it will permit the Debenture Trustee to examine the books and records of the Issuer and to discuss the affairs, finances and accounts of the Issuer with, and be advised as to the same by, officers and independent accountants of the Issuer, all upon reasonable prior notice and at such reasonable times and intervals as the Debenture Trustee may reasonably request.

(d) The Issuer shall furnish quarterly report to the Debenture Trustee (as may be required in accordance with SEBI/BSE guidelines or regulations) containing the following particulars:

(i) updated list of the names and addresses of the Debenture Holders;

(ii) details of the interest due, but unpaid and reasons thereof;

(iii) the number and nature of grievances received from the Debenture Holders and resolved by the Issuer; and

(iv) a statement that the Charged Receivables are sufficient to discharge the claims of the Debenture Holders as and when they become due.

(e) The Issuer shall inform and provide the Debenture Trustee with all relevant documents in respect of any notice of any Event of Default or potential Event of Default.

(9) Redressal of grievances

The Issuer shall promptly and expeditiously attend to and redress the grievances, if any, of the Debenture Holders. The Issuer further undertakes that it shall promptly comply with the suggestions and directions that may be given in this regard, from time to time, by the Debenture Trustee and shall advise the Debenture Trustee periodically of the compliance.

(10) Comply with Investor Education and Protection Fund requirements

The Issuer shall comply with the provisions of the Act relating to transfer of unclaimed/ unpaid amounts of interest on Debentures and redemption of Debentures to Investor Education and Protection Fund (IEPF), if applicable to it.

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(11) Corporate governance; fair practice code

The Issuer shall comply with any corporate governance requirements applicable to the Issuer (as may be prescribed by the Supervisory Authorities or any stock exchange) and the fair practices code prescribed by the Supervisory Authorities.

(12) Further assurances

The Issuer shall:

(a) provide details of any litigation, arbitration or administrative proceedings that if determined adversely could have a Material Adverse Effect;

(b) provide details of occurrence of any event or circumstance that could reasonably be expected to result in a Material Adverse Effect;

(c) not do any act or omit to do any act that might have a Material Adverse Effect;

(d) comply with any reasonable monitoring and/or servicing requests from Debenture Holders; and

(e) comply and execute and/or do, at its own expense, all such deeds, assurances, documents, instruments, acts, matters and things, in such form and otherwise as the Debenture Trustee may reasonably or by law require or consider necessary in relation to enforcing or exercising any of the rights and authorities of the Debenture Trustee.

(13) Security

The Issuer hereby further agrees, declares and covenants with the Debenture Trustee as follows:

(a) the Debentures shall be secured by way of a first ranking exclusive continuing security by way of a first ranking exclusive charge on the Charged Receivables in favour of the Debenture Trustee for the benefit of the Debenture Holders on or prior to the Deemed Date of Allotment;

(b) all the Charged Receivables that will be charged to the Debenture Trustee shall always be kept distinguishable and held as the exclusive property of the Issuer specifically appropriated to the Transaction Security and be dealt with only under the directions of the Debenture Trustee;

(c) the Issuer shall not create any charge, lien or other encumbrance upon or over the Charged Receivables or any part thereof except in favour of the Debenture Trustee nor will it do or allow anything that may prejudice the Transaction Security;

(d) the Debenture Trustee shall be at liberty to incur all costs and expenses as may be necessary to preserve the Transaction Security and to maintain the same undiminished and claim reimbursement thereof;

(e) to create the security over the Charged Receivables as contemplated in the Transaction Documents on or prior to the Deemed Date of Allotment by

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executing the required duly stamped documents/instruments and to register and perfect the security interest created thereunder by filing Form CHG-9 with the ROC and by ensuring and procuring that the Debenture Trustee files Form I with CERSAI in relation thereto as soon as practicable and no later than 30 (thirty) calendar days from the date of execution of the Deed of Hypothecation;

(f) commencing from the Deemed Date of Allotment until the Final Settlement Date, the Issuer shall, within 45 (forty five) calendar days from each Quarterly Date, provide a list of specific loan receivables/identified book debts over which charge is created and subsisting by way of hypothecation in favour of the Debenture Trustee (for the benefit of the Debenture Holders) and sufficient to maintain the Security Cover to the Secured Parties along with such other certifications (including from a chartered accountant) as may be required by the Debenture Trustee/Debenture Holders;

(g) to keep the Application Money in a designated bank account in the event the DTD and the other Transaction Documents are not executed;

(h) the Issuer shall, within the timelines prescribed in the Deed of Hypothecation, add fresh receivables to the Charged Receivables so as to ensure that the Security Cover is maintained or to replace such Charged Receivables that do not satisfy the eligibility criteria prescribed in the Transaction Documents;

(i) the Issuer shall, on a half yearly basis, as also whenever required by the Debenture Trustee, give full particulars to the Debenture Trustee of all the Charged Receivables from time to time and shall furnish and verify all statements, reports, returns, certificates and information from time to time and as required by the Debenture Trustee and furnish and execute all necessary documents to give effect to the Charged Receivables;

(j) the security interest created on the Charged Receivables shall be a continuing security;

(k) the Charged Receivables shall satisfy the eligibility criteria set out in the Deed of Hypothecation;

(l) nothing contained herein shall prejudice the rights or remedies of the Debenture Trustee and/ or the Debenture Holders in respect of any present or future security, guarantee obligation or decree for any indebtedness or liability of the Issuer to the Debenture Trustee and/ or the Debenture Holders;

(m) the Debenture Holders shall have a beneficial interest in the moveable Assets of the Issuer which have been charged to the Debenture Trustee to the extent of the Outstanding Amounts of the Debentures under the DTD; and

(n) forthwith upon demand by the Debenture Trustee, reimburse to the Debenture Trustee all amounts paid by the Debenture Trustee to reasonably protect the Charged Receivables and such amounts shall be deemed to be secured by the Charged Receivables.

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(14) Filings; compliance with BSE requirements

The Issuer hereby further agrees, declares and covenants with the Debenture Trustee as follows:

(a) while submitting half yearly / annual financial results in accordance with Regulation 52 of the LODR Regulations, the Issuer shall file with the BSE for dissemination, along with a noting certificate of the Debenture Trustee, containing, inter alia, the following information:

(i) credit rating (and any change thereto);

(ii) asset cover, if required, accompanied with a half yearly certificate regarding maintenance of 100% (one hundred percent) asset cover in respect of the Debentures, by either a practicing company secretary or a practicing chartered accountant, within 1 (one) month from the end of the half year;

(iii) debt to equity ratio accompanied with a certificate of a practicing chartered accountant confirming such debt to equity ratio;

(iv) previous Due Date for the payment of interest/principal and whether the same has been paid or not; and

(v) next Due Date for the payment of interest/principal;

(vi) net worth;

(vii) net profit after tax;

(viii) earnings per share;

(b) in accordance with Regulation 52 of the LODR Regulations, the Issuer shall file with the BSE the prescribed statements, financial statements and noting certificate of the Debenture Trustee within the timelines prescribed therein;

(c) in accordance with Regulation 56 of the LODR Regulations, the Issuer shall submit the following to the Debenture Trustee:

(i) a copy of the annual report at the same time as it is issued and a copy of the certificate from the Issuer's auditors in respect of utilisation of funds raised by the issue of the Debentures, at the same time or at the end of each Financial Year until such funds have been fully utilized or the purpose for which such funds were intended has been achieved;

(ii) a copy of all notices, resolutions and circulars relating to any new issue of non-convertible debt securities (at the same time as they are sent to shareholders/holders of non-convertible debt securities), the meetings of holders of non-convertible debt securities (at the same time as they are sent to the holders of non-convertible debt securities or advertised in the media including those relating to proceedings of the meetings);

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(iii) intimations regarding any revision in the rating or any default in timely payment of interest or redemption or both in respect of the non-convertible debt securities issued by the Issuer or any failure to create charge on the assets; and

(iv) a copy of the statement, if any filed with the BSE in compliance of Regulation 52(7) of the LODR Regulations indicating material deviations, if any, in the use of funds raised by the issue of the Debentures from the object stated in the Debt Disclosure Documents;

(d) in accordance with Regulation 58 of the LODR Regulations, the Issuer shall furnish the following to the Debenture Holders in the manner prescribed therein:

(i) physical copies of full annual reports to those Debenture Holders who request the same;

(ii) notice of all meetings of the Debenture Holders specifically stating that the provisions for appointment of proxy in accordance with Section 105 of the Act shall be applicable for such meeting; and

(iii) proxy forms for the Debenture Holders clearly providing the Debenture Holders to vote for each resolution in such a manner that they may vote either for or against each resolution;

(e) it will submit the following to the Debenture Trustee, within 30 (thirty) calendar days of each Quarterly Date:

(i) a certificate from the Director/Managing Director of the Issuer certifying the value of the book debts/receivables comprising the Charged Receivables; and

(ii) a certificate from an independent chartered accountant giving the value of book debts/receivables comprising the Charged Receivables;

(f) it will submit to the Debenture Trustee, on an annual basis, a certificate from the statutory auditor of the Issuer in relation to the value of the book debts/receivables comprising the Charged Receivables;

(g) it will provide to the Debenture Trustee, a copy of the annual report at the same time as it is issued and a copy of the certificate from the Issuer's statutory auditors in respect of utilisation of funds raised by the issue of the Debentures, at the same time or at the end of each Financial Year until such funds have been fully utilized or the purpose for which such funds were intended has been achieved;

(h) it will submit periodical status/performance reports within 7 (seven) calendar days of the relevant board meeting or within 45 (forty five) calendar days of each Quarterly Date, whichever is earlier;

(i) it will furnish quarterly reports to the Debenture Trustee (as may be required in accordance with SEBI/BSE guidelines or regulations) with respect to the

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number and nature of grievances received from the Debenture Holders and (A) resolved by the Issuer, and (B) unresolved along with the reasons thereof;

(j) it will keep the Debenture Trustee informed of all orders, directions and/or notices of all courts or tribunals affecting or likely to affect the Transaction Security (including the Charged Receivables); and

(k) the Issuer shall, forthwith upon demand by the Debenture Trustee, reimburse to the Debenture Trustee all amounts paid by the Debenture Trustee to reasonably protect the Charged Receivables and such amounts shall be deemed to be secured by the Charged Receivables.

(15) Execution of security documents

In the event of any delay in the execution of the Deed of Hypothecation, the Issuer will, at the option of the Debenture Holders, either:

(a) refund the Application Money as set out in the DTD, to the Debenture Holders; or

(b) pay to the Debenture Holders additional interest at the rate of 2% (two percent) per annum charged on the Outstanding Principal Amount in addition to the Interest Rate until the Deed of Hypothecation is duly executed.

(16) Audit and inspection

(a) The Issuer shall permit visits and inspection of books of records, documents and accounts to the Secured Parties and their representatives as and when required by them, after receipt of prior written notice of at least 3 (three) Business Days by the Issuer.

(b) The Issuer shall, after receipt of prior written notice of at least 3 (three) Business Days by the Issuer, provide the Debenture Trustee and the Debenture Holders and any of their representatives, professional advisers and contractors with access to and permit them to, at the cost of the Issuer:

(i) examine and inspect the books and records, office premises, the premises of the Issuer;

(ii) portfolio data in the format prescribed by the Debenture Holders from time to time; and

(iii) discuss the affairs, finances and accounts of each Obligor with, and be advised as to the same, by the relevant officers.

(17) Books and records

The Issuer shall maintain its accounts and records in accordance with Applicable Law.

7.6 NEGATIVE COVENANTS The Issuer shall not take any action in relation to the following items without the prior written permission of the Debenture Trustee. The Debenture Trustee shall endeavour

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to provide its prior written consent/dissent within 15 (fifteen) Business Days of receipt of a request for approval, subject to such request being accompanied by the relevant information substantiating the request for the Secured Parties to make a well-informed and meaningful decision.

(1) Change of Business and Constitutional Documents

(a) Change the general nature of its business from that which is permitted as a non-banking financial company - micro finance institution registered with the RBI.

(b) Make any amendments or modifications to its Constitutional Documents, where any such change(s) may have a Material Adverse Effect.

(2) Dividend

If a Payment Default has occurred and is continuing, declare or pay any dividend to its shareholders (of equity shares or preference shares) during any Financial Year unless it has paid or made arrangements to pay (to the satisfaction of the Debenture Trustee) all the Secured Obligations to the Secured Parties up to the date on which the dividend is proposed to be declared or paid or has made satisfactory provisions thereof.

(3) Merger

Enter into any or propose to enter into any merger, de-merger, consolidation, re-organization, scheme of arrangement, compromise or settlement with its creditors or shareholders or effect any scheme of amalgamation, restructuring or reconstruction or entering into negotiations with in relation to any of the foregoing.

(4) Compromise

Enter into any or propose to enter into any composition, compromise, assignment, settlement or arrangement with any creditor of the Issuer or entering into negotiations with in relation to any of the foregoing which may have a Material Adverse Effect.

(5) Shareholding

Except as otherwise required by Applicable Law, issue any additional shares or equity interests or permit any of its existing shares or equity interests to be transferred, sold, pledged or otherwise encumbered which would lead to change in Control of the Issuer, from that subsisting as on the Effective Date.

(6) Disposal of assets

Sell, transfer, or otherwise dispose of in any manner whatsoever any material Assets of the Issuer (whether in a single transaction or in a series of transactions (whether related or not) or any other transactions which cumulatively have the same effect):

(a) that has the effect of exiting the current business the Issuer or re-structuring of the existing business of the Issuer from that subsisting as of the Effective Date; and

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(b) other than any securitisation/portfolio sale of assets undertaken by the Issuer in its ordinary course of business that has the effect of exiting the or re-structuring of the existing business.

(7) Change of Control

Change or permit any change in the Control of the Issuer, from that subsisting on the Effective Date.

7.7 EVENTS OF DEFAULT

(a) Payment Defaults

The Issuer does not pay any amount payable pursuant to the DTD at the place and in the currency in which it is expressed to be payable. PROVIDED THAT the foregoing shall not constitute an Event of Default if such payment is made within 7 (seven) Business Days of the relevant Due Date.

(b) Misrepresentation

Any representation or warranty made by the Issuer in any Transaction Document or in any certificate, financial statement or other document delivered to the Debenture Trustee/Debenture Holders by the Issuer shall prove to have been incorrect, false or misleading in any respect when made or deemed made.

(c) Insolvency/Inability to Pay Debts

The Issuer is unable or admits inability to (A) discharge the Secured Obligations in accordance with the Transaction Documents, (B) pay any of its debts as they fall due, (C) suspends making payments on any of its debts, or (D) by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its Financial Indebtedness. PROVIDED THAT the foregoing shall not apply to any moratorium provided to the Issuer, or Financial Indebtedness of the Issuer rescheduled, pursuant to the Moratorium Directions (COVID-19).

(d) Liquidation or Dissolution of the Issuer / Appointment of Receiver or Liquidator

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i) the suspension of payments, a moratorium of any Financial Indebtedness, winding-up, insolvency, dissolution, administration or re-organisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Issuer. PROVIDED THAT the foregoing shall not apply to (A) any moratorium provided to the Issuer, or Financial Indebtedness of the Issuer rescheduled, pursuant to the Moratorium Directions (COVID-19); or (B) any proceeding in respect of winding up or insolvency that is stayed, dismissed, or discharged within 150 (one hundred and fifty) days of occurrence;

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(ii) a composition, compromise, assignment or arrangement with any creditor of the Issuer;

(iii) the appointment of a liquidator, receiver, administrative receiver, administrator, resolution professional, compulsory manager or other similar officer in respect of the Issuer;

(iv) the Issuer, in respect of any reference or enquiry or proceedings commenced, before the National Companies Law Tribunal or under any mechanism or prescription of the RBI in respect of resolution/restructuring of stressed assets (including without limitation, under the RBI's circular no. DBR.No.BP.BC.45/21.04.048/2018-19 dated June 7, 2019 on "Prudential Framework for Resolution of Stressed Assets");

(v) the commencement of an insolvency resolution process under the IBC (read with the Insolvency and Bankruptcy (Insolvency and Liquidation Proceedings of Financial Service Providers and Application to Adjudicating Authority) Rules, 2019, and any other rules and regulations framed thereunder from time to time) or under any other Applicable Law, in respect of the Issuer (whether voluntarily by the Issuer or otherwise);

(vi) enforcement of any security over any Assets of the Issuer or any analogous procedure or step is taken in any jurisdiction; or

(vii) any other event occurs or proceeding is instituted under any Applicable Law that would have an effect analogous to any of the events listed in sub-Clauses (i) to (vi) above.

(e) Creditors' Process and Expropriation

(i) Any expropriation, attachment, restraint, garnishee, sequestration, distress or execution affects any material Assets (other than the Charged Receivables) of the Issuer, and such proceedings are either final and non-appealable or have not been vacated, discharged or stayed pending appeal for any period of 150 (one hundred and fifty) calendar days.

(ii) Any expropriation, attachment, restraint, garnishee, sequestration, distress or execution affects any Charged Receivables or part thereof.

(iii) All or a material part of the undertaking, Assets, rights or revenues of the Issuer are condemned, seized, nationalised, expropriated or compulsorily acquired, or shall have assumed custody or control of the business or operations of the Issuer, or shall have taken any action for the dissolution of the Issuer, or any action that would prevent the Issuer, their members, or their officers from carrying on their business or operations or a substantial part thereof, by or under the authority of any Governmental Authority, and such action has not been stayed, quashed or vacated within a period of 150 (one hundred and fifty)

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calendar days from the date of commencement of any proceedings/action in relation to any of the foregoing events.

(f) Cessation of Business

The Issuer without obtaining the prior consent of the Super Majority Debenture Holders (A) ceases to carry on its business, or (B) gives notice of its intention to, or displays any intention to, ceases to carry on its business. No Event of Default in respect of (B) above shall be deemed to have occurred if any occurrence referred in (B) above is remedied within 150 (one hundred and fifty) calendar days from its occurrence

(g) Material Adverse Effect

The occurrence of a Material Adverse Effect, in the sole determination of the Debenture Trustee (acting on the instructions on the Majority Debenture Holders).

(h) Cross Default

The Issuer:

(i) defaults in any payment of any Financial Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Financial Indebtedness was created;

(ii) defaults in the observance or performance of any agreement or condition relating to any Financial Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist beyond the period of grace, if any, provided in the instrument or agreement under which such Financial Indebtedness was created, the effect of which default or other event or condition is to cause or to permit the holder or holders of such Financial Indebtedness to cause (determined without regard to whether any notice is required) any such Financial Indebtedness to become due prior to its stated maturity; or

(iii) any Financial Indebtedness of the Issuer is declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof.

(i) Judgment Defaults

One or more judgments or decrees entered against the Issuer involving a liability (not paid or not covered by a reputable and solvent insurance company), individually or in the aggregate, exceeding 10% (ten percent) of the Total Assets of the Issuer provided such judgments or decrees are either final and non-appealable or have not been vacated, discharged or stayed pending appeal for any period of 30 (thirty) consecutive calendar days.

(j) Transaction Documents

The DTD or any other Transaction Document (in whole or in part), is

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terminated or ceases to be effective or ceases to be in full force or no longer constitutes valid, binding and enforceable obligations of the Issuer.

(k) Unlawfulness

It is or becomes unlawful for the Issuer to perform any of its obligations under the Transaction Documents and/or any of its obligations under any Transaction Document are not or cease to be valid, binding or enforceable.

(l) Repudiation

The Issuer repudiates any of the Transaction Documents, or evidences an intention to repudiate any of the Transaction Documents.

(m) Security

The Issuer creates or attempts to create any charge on the Charged Receivables or any part thereof that is in addition to the charge created under the relevant Transaction Document.

(n) Security in Jeopardy

In the opinion of the Debenture Trustee, any of the Charged Receivables is in jeopardy including any depreciation in the value of the Charged Receivables to such an extent that in the opinion of the Debenture Trustee, there is a requirement to provide further security to the satisfaction of the Secured Parties and such additional security is not provided within 15 (fifteen) Business Days of written notice served by the Debenture Trustee.

(o) Security

(i) The Issuer fails to create security within the timelines prescribed in the Transaction Documents and/or in the manner prescribed in the Transaction Documents.

(ii) The value of the Charged Receivables is insufficient to maintain the Security Cover and the Issuer fails to maintain the Security Cover (including by way of providing additional/alternate security to the satisfaction of the Debenture Trustee) within the stipulated timelines prescribed in the relevant Transaction Document.

(iii) Any Transaction Document fails to provide the security interests, rights, title, remedies, powers or privileges intended to be created thereby (including the priority intended to be created thereby), or such security interests fail to have the priority contemplated under the Transaction Documents, or the security interests become unlawful, invalid or unenforceable.

(iv) The Issuer creates or attempts to create any charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having similar effect over the Charged Receivables, without the prior consent of the Debenture Trustee.

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(p) End use

The Issuer utilises the proceeds raised from this issue of Debentures for any activity other than the Purpose or in a manner contrary to the provisions of the DTD and such action, if capable of remedy, is not cured within 45 (forty five) calendar days of occurrence.

(q) Breach of Other Covenants

Any breach of any covenant or undertaking of the Issuer in the Transaction

Documents (other than Error! Reference source not found. to (p)Error! Reference source not found. above).

(r) Cure Period

No event or occurrence set out in (a) to (q) above shall be deemed to be an Event of Default, if such event or occurrence is, to the extent capable of remedy (as determined by the Debenture Trustee (acting on the instructions of the Debenture Holders) in its sole discretion), is not remedied (as determined by the Debenture Trustee (acting on the instructions of the Debenture Holders) in its sole discretion) within (i) the time period set out in Clauses 9.2(a) to 9.2(q) above, or (ii) 45 (forty five) days of occurrence or such other time period as may be prescribed by the Debenture Trustee (acting on the instructions of the Debenture Holders) in its sole discretion

7.8 REMEDIES ON THE OCCURRENCE OF AN EVENT OF DEFAULT

If one or more events specified in Section 7.7 occur(s), the Debenture Trustee may, in its discretion, and, upon request, in writing, of the Majority Debenture Holders or by a Majority Resolution duly passed at the meeting of the Debenture Holders held in accordance with the provisions of the DTD by a notice in writing to the Issuer initiate, subject to Applicable Law, the following course of action:

(a) require the Issuer to mandatorily redeem the Debentures within 15 (fifteen) calendar days of the receipt of the notice and repay the principal amount on the Debentures, along with accrued but unpaid Interest and other costs, charges and expenses incurred under or in connection with the DTD and other Transaction Documents;

(b) declare all or any part of the Debentures to be immediately (or on such dates

as the Debenture Trustee may specify) due and payable, whereupon it shall become so due and payable;

(c) appoint any independent agency to inspect and examine the working of the Issuer and give a report to the Secured Parties. The Issuer shall give full co-operation and provide necessary assistance to such agency and bear all costs and expenses of the examination including the professional fees and travelling and other expenses;

(d) enforce the charge over the Transaction Security in accordance with the

terms of the Transaction Documents;

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(e) exercise any other right that the Secured Parties may have under the Transaction Documents; and

(f) exercise any other rights as the Debenture Trustee may deem fit under Applicable Law to protect the interest of the Debenture Holders.

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SECTION 8: OTHER INFORMATION AND APPLICATION PROCESS

The Debentures being offered as part of the Issue are subject to the provisions of the Act, the Memorandum and Articles of Association of the Issuer, the terms of this Information Memorandum, Application Form and other terms and conditions as may be incorporated in the Transaction Documents. 8.1 Mode of Transfer/Transmission of Debentures The Debentures shall be transferable freely; however, it is clarified that no Investor shall be entitled to transfer the Debentures to a person who is not entitled to subscribe to the Debentures. The Debenture(s) shall be transferred and/or transmitted in accordance with the applicable provisions of the Act and other Applicable Laws. The Debentures held in dematerialized form shall be transferred subject to and in accordance with the rules/procedures as prescribed by NSDL/CDSL and the relevant DPs of the transferor or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, amounts due will be paid/redemption will be made to the person, whose name appears in the Register of Debenture Holders maintained by the R&T Agent as on the Record Date, under all circumstances. In cases where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in dematerialised form. The seller should give delivery instructions containing details of the buyer’s DP account to his DP. 8.2 Debentures held in Dematerialised Form The Debentures shall be held in dematerialised form and no action is required on the part of the Debenture Holder(s) for redemption purposes and the redemption proceeds will be paid by electronic mode of transfer like RTGS/NEFT/direct credit to those Debenture Holder(s) whose names appear on the list of beneficiaries maintained by the R&T Agent. The names would be as per the R&T Agent’s records on the Record Date fixed for the purpose of redemption. All such Debentures will be simultaneously redeemed through appropriate corporate action. The list of beneficiaries as of the relevant Record Date setting out the relevant beneficiaries’ name and account number, address, bank details and DP’s identification number will be given by the R&T Agent to the Issuer. If permitted, the Issuer may transfer payments required to be made in any relation by NEFT/RTGS to the bank account of the Debenture Holder(s) for redemption payments. 8.3 Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s). The Issuer and the Debenture Trustee intends to enter into the Debenture Trustee Agreement and the Debenture Trust Deed inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer. The Debenture Holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorized officials to do all such acts, deeds, matters and things

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in respect of or relating to the Debentures as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the Debenture Holder(s). Any payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s). The Debenture Trustee will protect the interest of the Debenture Holder(s) in regard to the repayment of principal and coupon thereon and they will take necessary action, subject to and in accordance with the Debenture Trustee Agreement and the Debenture Trust Deed, at the cost of the Issuer. No Debenture Holder shall be entitled to proceed directly against the Issuer unless the Debenture Trustee, having become so bound to proceed, fails to do so. The Debenture Trustee Agreement and the Debenture Trust Deed shall more specifically set out the rights and remedies of the Debenture Holder(s) and the manner of enforcement thereof. 8.4 Sharing of Information The Issuer may, at its option, but subject to applicable laws, use on its own, as well as exchange, share or part with any financial or other information about the Debenture Holder(s) available with the Issuer, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Issuer nor its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information. 8.5 Debenture Holder not a Shareholder The Debenture Holder(s) shall not be entitled to any right and privileges of shareholders other than those available to them under the Act. The Debentures shall not confer upon the Debenture Holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer. 8.6 Modification of Debentures The Debenture Trustee and the Issuer will agree to make any modifications in the Information Memorandum which in the opinion of the Debenture Trustee is of a formal, minor or technical nature or is to correct a manifest error. Any other change or modification to the terms of the Debentures shall require approval by the Super Majority Debenture Holders in the manner as provided for in the Debenture Trust Deed. For the avoidance of doubt, the following matters require the consent of Super Majority Debenture Holders, either by providing their express consent in writing or by way of a resolution at a duly convened meeting of the Debenture Holders: A. Creating of any additional security; and B. Amendment to the terms and conditions of the Debentures or the Transaction

Documents. 8.7 Right to accept or reject Applications

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The Board of Directors/Committee of Directors reserves its full, unqualified and absolute right to accept or reject any application for subscription to the Debentures, in part or in full, without assigning any reason thereof. 8.8 Notices Any notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holders through registered post, recognized overnight courier service, hand delivery or by facsimile transmission addressed to such Debenture Holder at its/his registered address, e-mail or facsimile number. All notice(s) to be given by the Debenture Holder(s) to the Issuer/ Debenture Trustee shall be sent by registered post, recognized overnight courier service, hand delivery, email or by facsimile transmission to the Issuer or to such persons at such address/ facsimile number as may be notified by the Issuer from time to time through suitable communication. All correspondence regarding the Debentures should be marked “Private Placement of Debentures”. Any communication or notice made or delivered under or in connection with the Transaction Documents will only be effective: (a) if by way of e-mail, when received on a Business Day during business hours; (b) if by way of fax, when received in legible form on a Business Day during business

hours; or (c) if by way of letter, when it has been left at the relevant address or 2 (two) Business

Days after being deposited in the speed post or registered post, in an envelope addressed to it at that address, and if a particular department or officer is specified as part of its address details provided under the Transaction Documents, if addressed to that department or officer.

8.9 Issue Procedure Only Eligible Investors as given hereunder and identified upfront by the Issuer may apply for the Debentures by completing the Application Form in the prescribed format in block letters in English as per the instructions contained therein. The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form. No application can be made for a fraction of a Debenture. Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected. The name of the Applicant’s bank, type of account and account number must be duly completed by the Applicant. This is required for the Applicant’s own safety and these details will be printed on the refund orders and /or redemptions warrants. The Applicant should transfer payments required to be made in any relation by EFT/RTGS, to the bank account of the Issuer as per the details mentioned in the Application Form. The subscription to the Debentures shall be made by the Eligible Investors through the electronic book mechanism as prescribed by SEBI under the EBP Guidelines by placing bids on the EBP Platform during the Issue period. In case the Eligible Investors are not registered on the EBP Platform, they will have to register themselves as an "investor" on the EBP Platform (as a one time exercise) and also complete the mandatory "know your customer" verification

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process. The Eligible Investors should also refer to the operational guidelines of the relevant EBP in this respect. The disclosures required pursuant to the EBP Guidelines are set out hereinbelow:

Details of size of issue including green shoe option, if any and a range within which green shoe may be retained (if applicable)

250 (Two Hundred Fifty) rated, listed, senior, secured, redeemable, taxable, non-convertible debentures of face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each, aggregating up to Rs. 25,00,00,000/- (Rupees Twenty-Five Crores Only) Green Shoe Option: N.A.

Bid opening and closing date

Bid opening date: July 30, 2020 Bid closing date: July 30, 2020

Minimum Bid Lot 10 (ten) Debentures (being INR 1,00,00,000 (Indian Rupees One Crore)), and in the multiples of 10 (ten) Debentures thereafter

Manner of bidding in the Issue

Closed bidding

Manner of allotment in the Issue

Uniform Yield Allotment

Manner of settlement in the Issue

Pay-in of funds through ICCL. The pay-in of the Application Money for the Debentures shall be made by way of transfer of funds from the bank account(s) of the Eligible Investors (whose bids have been accepted) as registered with the Electronic Book Provider into the account of the ICCL, as specified in this regard below.

Settlement Cycle T+1 Settlement of the Issue will be on July 31, 2020.

Process flow of settlement: Eligible Investors whose bids have been accepted by the Issuer and to whom a signed copy of this Information Memorandum along with the PPOA have been issued by the Issuer and who have submitted/shall submit the application form ("Successful Bidders"), shall make the payments in respect of the Application Money in respect of the Debentures towards the allocation made to them, into the bank account of the ICCL, the details of which are as set out below, on the Deemed Date of Allotment:

Name of the Bank State bank of India

IFSC Code SBIN0040622

Account Number 64024332750

Name of the beneficiary INDIAN CLEARING CORPORATION LIMITED

The pay-in of the Application Money by the Successful Bidders will be made only from the bank account(s), which have been provided / updated by them in the EBP system. Any amount received from third party accounts or from accounts not specified in the EBP system will be refunded and no allotment will be made against such payments. Upon the transfer of funds into the aforesaid account of ICCL and the Issuer confirming its decision to proceed with the allotment of the Debentures in favour of the Successful Bidders to the ICCL, the R&T Agent

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and the EBP and initiating the requisite corporate action for allotment of Debentures and credit of the demat letter of allotment into the relevant demat account of the Successful Bidders through the R&T Agent, the R&T Agent shall provide corporate action file along with all requisite documents to the relevant Depositories by 12:00 hours and also intimate the EBP of the aforesaid actions. Upon the Depositories confirming the allotment of the Debentures and the credit of the Debentures into the demat account of the Successful Bidders to EBP, the subscription monies in respect of the Debentures from the aforesaid account of ICCL shall be released into the Issuer’s bank account, the details of which are as set out below:

Name of the Bank State bank of India

IFSC Code SBIN0040622

Account Number 64024332750

Name of the beneficiary CreditAccess Grameen Limited

It must be noted that all funds pay-in obligations need to be fulfilled in totality. Partial fund receipt against any given obligation will be treated as a default and debarment penalties will be applicable as specified by the EBP Guidelines and other Applicable Law. 8.10 Application Procedure Eligible investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum during the period between the Issue Opening Date and the Issue Closing Date (both dates inclusive). The Issuer reserves the right to change the Issue schedule including the Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue will be open for subscription during the banking hours on each day during the period covered by the Issue Schedule, and the procedure will be subject to the EBP Guidelines. 8.11 Fictitious Application All fictitious applications will be rejected. 8.12 Basis of Allotment Notwithstanding anything stated elsewhere, the Issuer reserves the right to accept or reject any application, in part or in full, without assigning any reason. In case of over subscription, Allotment of Debentures shall be made on a "yield time priority basis" in accordance with the EBP Guidelines. The investors will be required to remit the funds in the account of the ICCL as well as submit the duly completed Application Form along with other necessary documents to the Issuer by the Deemed Date of Allotment. 8.13 Payment Instructions The Application Form should be submitted directly. The entire amount of Rs. 10,00,000/- (Rupees Ten Lakhs only) per Debenture is payable along with the making of an application. Applicants can remit the application amount on Pay-in Date in the account of ICCL mentioned under Section 8.9 above. 8.14 Eligible Investors

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The following categories of Investors, who have been specifically approached and have been identified upfront, are eligible to apply for this private placement of Debentures subject to fulfilling their respective investment norms/rules and compliance with laws applicable to them by submitting all the relevant documents along with the Application Form ("Eligible Investors"): A. Mutual Funds B. Non-banking financial companies C. Provident Funds and Pension Funds D. Corporates E. Banks F. Foreign Portfolio Investors (FPIs) G. Foreign Institutional Investors (FIIs) H. Qualified Foreign Investors (QFIs) I. Insurance Companies J. Investment holding companies of high net worth individuals K. Any other person (not being an individual or a group of individuals) eligible to invest

in the Debentures

All potential Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this issue of Debentures. Note: Participation by potential Investors in the Issue may be subject to statutory and/or regulatory requirements applicable to them in connection with subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that they comply with all regulatory requirements applicable to them, including exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice in relation to the laws applicable to them. 8.15 Procedure for Applying for Dematerialised Facility

A. The Applicant must have at least one beneficiary account with any of the DP’s of

NSDL/CDSL prior to making the application.

B. The Applicant must necessarily fill in the details (including the beneficiary account number and DP - ID) appearing in the Application Form under the heading “Details for Issue of Debentures in Electronic/Dematerialised Form”.

C. Debentures allotted to an applicant will be credited to the Applicant’s respective beneficiary account(s) with the DP.

D. For subscribing to the Debentures, names in the Application Form should be identical to those appearing in the details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details maintained with the DP.

E. Non-transferable allotment advice/refund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue.

F. If incomplete/incorrect details are given under the heading “Details for Issue of Debentures in Electronic/Dematerialised Form” in the Application Form, it will be

101

deemed to be an incomplete application and the same may be held liable for rejection at the sole discretion of the Issuer.

G. For allotment of Debentures, the address, nomination details and other details of the applicant as registered with his/her DP shall be used for all correspondence with the applicant. The applicant is therefore responsible for the correctness of his/her demographic details given in the Application Form vis-a-vis those with his/her DP. In case the information is incorrect or insufficient, the Issuer would not be liable for the losses, if any.

H. The redemption amount or other benefits would be paid to those Debenture Holders whose names appear on the list of beneficial owners maintained by the R&T Agent as on the Record Date. In case of those Debentures for which the beneficial owner is not identified in the records of the R&T Agent as on the Record Date, the Issuer would keep in abeyance the payment of the redemption amount or other benefits, until such time that the beneficial owner is identified by the R&T Agent and conveyed to the Issuer, whereupon the redemption amount and benefits will be paid to the beneficiaries, as identified.

8.16 Depository Arrangements The Issuer shall make necessary arrangement with CDSL and NSDL for issue and holding of Debenture in dematerialised form. 8.17 List of Beneficiaries The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of each Record Date. This shall be the list, which will be used for payment or repayment of redemption monies. 8.18 Application under Power of Attorney A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories of the Investor and the tax exemption certificate/document of the Investor, if any, must be lodged along with the submission of the completed Application Form. Further modifications/additions in the power of attorney or authority should be notified to the Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the Issuer from time to time through a suitable communication. In case of an application made by companies under a power of attorney or resolution or authority, a certified true copy thereof along with memorandum and articles of association and/or bye-laws along with other constitutional documents must be attached to the Application Form at the time of making the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto. Names and specimen signatures of all the authorized signatories must also be lodged along with the submission of the completed Application Form.

102

8.19 Procedure for application by Mutual Funds and Multiple Applications In case of applications by mutual funds and venture capital funds, a separate application must be made in respect of each scheme of an Indian mutual fund/venture capital fund registered with the SEBI and such applications will not be treated as multiple application, provided that the application made by the asset management company/trustee/custodian clearly indicated their intention as to the scheme for which the application has been made. The application forms duly filled shall clearly indicate the name of the concerned scheme for which application is being made and must be accompanied by certified true copies of A. SEBI registration certificate B. Resolution authorizing investment and containing operating instructions C. Specimen signature of authorized signatories

8.20 Documents to be provided by Investors Investors need to submit the following documents, as applicable A. Memorandum and Articles of Association or other constitutional documents B. Resolution authorising investment C. Power of Attorney to custodian D. Specimen signatures of the authorised signatories E. SEBI registration certificate (for Mutual Funds) F. Copy of PAN card G. Application Form (including EFT/RTGS details) 8.21 Applications to be accompanied with Bank Account Details Every application shall be required to be accompanied by the bank account details of the applicant and the magnetic ink character reader code of the bank for the purpose of availing direct credit of redemption amount and all other amounts payable to the Debenture Holder(s) through electronic mode of transfer like NEFT/RTGS/direct credit. 8.22 Succession In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the liquidator or such other legal representative of the Debenture Holder(s) as having title to the Debenture(s). The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of such other legal representation, in order to recognize such holder as being entitled to the Debenture(s) standing in the name of the concerned Debenture Holder on production of sufficient documentary proof and/or an indemnity. 8.23 Mode of Payment All payments must be made through electronic mode of transfer like NEFT/RTGS/direct credit as set out in the Application Form. 8.24 Effect of Holidays

103

(a) If any Due Date on which any Interest or additional interest is payable falls on a day which is not a Business Day, the payment to be made on such Due Date shall be made on the succeeding Business Day.

(b) If any Due Date on which any Outstanding Principal Amounts are payable falls on a day which is not a Business Day, the payment to be made on such Due Date shall be made on the preceding Business Day.

(c) If the Final Redemption Date falls on a day which is not a Business Day, the payment of any amounts in respect of any Interest and the Outstanding Principal Amounts to be made shall be made on the preceding Business Day.

8.25 Tax Deduction at Source (i) All payments to be made by the Issuer to the Debenture Holders under the

Transaction Documents shall be made free and clear of and without any Tax Deduction unless the Issuer is required to make a Tax Deduction pursuant to Applicable Law.

(ii) The Issuer shall promptly upon becoming aware that it must make a Tax Deduction

(or that there is any change in the rate or the basis of a Tax Deduction) notify the Debenture Trustee accordingly.

(iii) If the Issuer is required to make a Tax Deduction, it shall make that Tax Deduction and

any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by Applicable Law.

(iv) Within the earlier of (A) 60 (sixty) days of making either a Tax Deduction or any

payment required in connection with that Tax Deduction; or (B) 60 (sixty) days of each Due Date, the Issuer shall deliver to the Debenture Trustee evidence reasonably satisfactory to the Debenture Trustee that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

8.26 Letters of Allotment The letter of allotment, indicating allotment of the Debentures, will be credited in dematerialised form within 7 (seven) Business Days from the Deemed Date of Allotment. 8.27 Deemed Date of Allotment All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment. The Deemed Date of Allotment for the Issue is July 31, 2020 by which date the Investors would be intimated of allotment. 8.28 Record Date The Record Date will be 15 (Fifteen) calendar days prior to any Due Date. 8.29 Refunds Where the entire subscription amount has been refunded, the interest on Application Money will be paid along with the refunded amount. Where an Applicant is allotted a lesser number of Debentures than applied for, the excess amount paid on application will be refunded to the Applicant and the cheque/ draft towards interest on the refunded money will be dispatched

104

by registered post, courier or by way of RTGS/NEFT/direct credit. Details of allotment will be sent to every successful Applicant. In all cases, the interest instruments will be sent, at the sole risk of the Applicant. In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application money relating to the Debentures in respect of which allotments have been made, the Registrar shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess, if any. For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures. In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application money relating to the Debentures in respect of which allotments have been made, the R&T Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess, if any.

105

8.30 PAN Number Every applicant should mention its Permanent Account Number (“PAN”) allotted under Income Tax Act, 1961, on the Application Form and attach a self-attested copy as evidence. Application forms without PAN will be considered incomplete and are liable to be rejected. 8.31 Payment on Redemption Payment on redemption will be made by way of electronic mode of transfer like RTGS/NEFT/direct credit in the name of the Debenture Holder(s) whose names appear on the list of beneficial owners given by the Depository to the Issuer as on the Record Date. The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on maturity to the registered Debenture Holder(s) whose name appears in the Register of Debenture Holder(s) on the Record Date. On such payment being made, the Issuer will inform NSDL/CDSL and accordingly the account of the Debenture Holder(s) with NSDL/CDSL will be adjusted. On the Issuer dispatching the amount as specified above in respect of the Debentures, the liability of the Issuer shall stand extinguished. Disclaimer: Please note that only those persons to whom this Information Memorandum has been specifically addressed are eligible to apply. However, an application, even if complete in all respects, is liable to be rejected without assigning any reason for the same. The list of documents provided above is only indicative, and an investor is required to provide all those documents / authorizations / information, which are likely to be required by the Issuer. The Issuer may but is not bound to revert to any investor for any additional documents / information, and can accept or reject an application as it deems fit. Investment by investors falling in the categories mentioned above are merely indicative and the Issuer does not warrant that they are permitted to invest as per extant laws, regulations, etc. Each of the above categories of investors is required to check and comply with extant rules/regulations/ guidelines, etc. governing or regulating their investments as applicable to them and the Issuer is not, in any way, directly or indirectly, responsible for any statutory or regulatory breaches by any investor, neither is the Issuer required to check or confirm the same.

106

SECTION 9: DECLARATION

A. The Issuer has complied with the provisions of the Companies Act, 2013 and the rules made hereunder;

B. The compliance with the Companies Act, 2013 and the rules made thereunder do not

imply that payment of dividend or interest or repayment of the Debentures, if applicable, is guaranteed by the Central Government; and

C. the monies received under the offer shall be used only for the purposes and objects

indicated in this Information Memorandum. I am authorized by the Board of Directors of the Issuer vide resolution dated October 30, 2019 read with the resolution of the Executive, Borrowings and Investment Committee of the board of directors of the Issuer dated July 28, 2020, to sign this Information Memorandum and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this Information Memorandum and in the attachments thereto is true, correct and complete and no information material to the subject matter of this Information Memorandum has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association. It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this Information Memorandum. The Issuer declares that all the relevant provisions in the regulations/guideline issued by SEBI and other Applicable Laws have been complied with and no statement made in this Information Memorandum is contrary to the provisions of the regulations/guidelines issued by SEBI and other applicable laws, as the case may be. The information contained in this Information Memorandum is as applicable to privately placed debt securities and subject to information available with the Issuer. The extent of disclosures made in the Information Memorandum is consistent with disclosures permitted by regulatory authorities to the issue of securities made by the companies in the past. For CreditAccess Grameen Limited Authorised Signatory Name: B R Diwakar Title: Director – Finance & CFO Date: Place:

107

ANNEXURE I: TERM SHEET

Kindly refer to 5.22 (Issue Details) above.

108

ANNEXURE II: RATING LETTER & RATING RATIONALE

109

110

111

112

ANNEXURE III: CONSENT LETTER FROM THE DEBENTURE TRUSTEE

113

ANNEXURE IV: APPLICATION FORM CREDITACCESS GRAMEEN LIMITED

A public limited company incorporated under the Companies Act, 1956 Date of Incorporation: 12 June, 1991

Registered Office: #49, 46th Cross, 8th Block, Jayanagar, Bangalore, Karnataka – 560071 Telephone No.: +91 80 30418100 Website: www.grameenkoota.org

DEBENTURE SERIES APPLICATION FORM SERIAL NO.

ISSUE OF 250 (TWO HUNDRED AND FIFTY) RATED, LISTED, SENIOR, SECURED, REDEEMABLE, TAXABLE, NON-CONVERTIBLE DEBENTURES EACH HAVING A FACE VALUE OF INR 10,00,000 (INDIAN RUPEES TEN LAKH) AGGREGATING TO INR 25,00,00,000 (INDIAN RUPEES TWENTY FIVE CRORE)) ISSUED ON A FULLY PAID BASIS AND ON A PRIVATE PLACEMENT BASIS (THE “ISSUE”)

DEBENTURE SERIES APPLIED FOR: Number of Debentures ______ In words ____________________________ Amount Rs. ___________/-_ In words Rupees ________________________________________________________Only

DETAILS OF PAYMENT: RTGS No. _____________ Drawn on_____________________________________________ Funds transferred to: Please refer the transfer/account details set out under "Instructions" below. Dated ____________ Total Amount Enclosed (In Figures) _____________ (In words) ______________________________________

APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

APPLICANT’S ADDRESS

ADDRESS

114

STREET

CITY

PIN PHONE FAX

APPLICANT’S PAN/GIR NO. AAICM0721B IT CIRCLE/WARD/DISTRICT ____ WE ARE( ) COMPANY ( ) OTHERS ( ) SPECIFY __________ We have read and understood the information memorandum dated July 28, 2020 ("Information Memorandum") and the terms and conditions of the issue of Debentures contained therein including the risk factors described in the Information Memorandum and have considered these in making our decision to apply. We bind ourselves to the terms and conditions set out in the Information Memorandum and the terms and conditions of the issue of Debentures contained therein and wish to apply for allotment of these Debentures. We request you to please place our name(s) on the Register of Holders.

Name of the Authorised Signatory(ies)

Designation Signature

Applicant’s Signature We the undersigned, are agreeable to holding the Debentures of the Issuer in dematerialised form. Details of my/our Beneficial Owner Account are given below:

DEPOSITORY NSDL ( ) CDSL ( )

DEPOSITORY PARTICIPANT NAME

DP-ID

BENEFICIARY ACCOUNT NUMBER

NAME OF THE APPLICANT(S)

Applicant Bank Account : (Settlement by way of Cheque / Demand Draft / Pay Order / Direct Credit / ECS / NEFT/RTGS/other permitted mechanisms)

Beneficiary Bank Name: Account No: IFSC Code: Branch:

FOR OFFICE USE ONLY DATE OF RECEIPT ________________ DATE OF CLEARANCE ________________

(Note: Cheque and Drafts are subject to realisation)

115

We understand and confirm that the information provided in the Information Memorandum is provided by the Issuer and the same has not been verified by any legal advisors to the Issuer, and other intermediaries and their agents and advisors associated with this Issue. We confirm that we have for the purpose of investing in these Debentures carried out our own due diligence and made our own decisions with respect to investment in these Debentures and have not relied on any representations made by anyone other than the Issuer, if any. We understand that: i) in case of allotment of Debentures to us, our Beneficiary Account as mentioned above would get credited to the extent of allotted Debentures, ii) the Applicant must ensure that the sequence of names as mentioned in the Application Form matches the sequence of name held with our Depository Participant, iii) if the names of the Applicant in this application are not identical and also not in the same order as the Beneficiary Account details with the above mentioned Depository Participant or if the Debentures cannot be credited to our Beneficiary Account for any reason whatsoever, the Issuer shall be entitled at its sole discretion to reject the application or issue the Debentures in physical form. Applicant’s Signature

FOR OFFICE USE ONLY DATE OF RECEIPT ______________________ DATE OF CLEARANCE _________________

(Note : Cheque and Drafts are subject to realisation)

-------------------------------------------------(TEAR HERE)-------------------------------------------- ACKNOWLEDGMENT SLIP

(To be filled in by Applicant)SERIAL NO.

Received from _______________________________________________

Address________________________________________________________________ ______________________________________________________________________ Cheque/Draft/UTR # ______________ Drawn on _______________________________ for Rs. _____________ on account of application of _____________________ Debenture

116

INSTRUCTIONS

1. Application form must be completed in full, IN ENGLISH.

2. Signatures must be made in English or in any of the Indian languages. Thumb Impressions must be attested by an authorized official of the Bank or by a Magistrate/Notary Public under his/her official seal.

3. Application form, duly completed in all respects, must be submitted with the respective Collecting Bankers. The payment is required to be made only to the following account of ICCL, in accordance with the terms of the EBP Guidelines:

Name of the Bank State bank of India

IFSC Code SBIN0040622

Account Number 64024332750

Name of the beneficiary INDIAN CLEARING CORPORATION LIMITED

The Issuer undertakes that the application money deposited in the above-mentioned bank account shall not be utilized for any purpose other than a) for adjustment against allotment of securities; or b) for the repayment of monies where the company is unable to allot securities.

4. Receipt of applicants will be acknowledged by the Issuer in the “Acknowledgement

Slip” appearing below the application form. No separate receipt will be issued.

5. All applicants should mention their Permanent Account No. or their GIR No. allotted under Income Tax Act, 1961 and the Income Tax Circle/Ward/District. In case where neither the PAN nor the GIR No. has been allotted, the fact of non-allotment should be mentioned in the application form in the space provided. Income Tax as applicable will be deducted at source at the time of payment of interest including interest payable on application money.

117

ANNEXURE V: AUDITED FINANCIAL STATEMENTS FOR THE LAST 3 FINANCIAL YEARS Standalone balance sheet for the last 3 Financial Years

₹ in crores

Particulars As at March 31,

2020

As at March 31, 2019

As at March 31,

2018

ASSETS

Financial assets

Cash and cash equivalents

564.62

573.73

130.03 Bank balance other than cash and cash equivalents

15.82

41.82

13.03

Receivables

(I) Trade receivables

-

-

Other receivables

0.22

0.09

5.46

Loans

- Loan portfolio (excluding securitised assets)

9,172.64

6,404.18

4,895.53

- Securitised assets re-recognised on balance sheet

-

198.65

Investments

661.44

0.20

0.20

Other financial assets

42.87

46.70

12.56

Non-financial assets

Current tax assets (net)

17.59

13.23

4.84

Deferred tax assets (net)

84.27

43.14

30.00

Property, plant and equipment

24.19

18.74

9.48

Right to use assets

52.93

-

- Intangible assets under development

2.84

2.36

1.06

Intangible assets

9.50

6.01

6.68

Other non-financial assets

12.73

8.29

4.70

Total assets

10,661.66

7,357.14

5,113.57

LIABILITIES AND EQUITY

Financial liabilities

118

Payables

(I) Trade payables

(i) Total outstanding dues of micro enterprises and small enterprises

-

-

-

(ii)Total outstanding dues of creditors other than micro enterprises and small enterprises

13.27

8.09

4.05

(II) Other payables

(i) Total outstanding dues of micro enterprises and small enterprises

-

-

-

(ii) Total outstanding dues of creditors other than micro enterprises and small enterprises

66.57

95.64

31.03

Borrowings

- Debt securities

638.16

556.16

786.41 - Borrowings (other than debt

securities)

7,159.40

4,114.50

2,754.46

- Subordinated liabilities

25.00

37.07

82.59 - Financial liability towards

securitisation (re-recognised on balance sheet)

-

158.84

Other financial liabilities

60.11

-

-

Non-financial liabilities

Current tax liabilities (net)

-

-

-

Provisions

16.02

11.88

6.53

Other non-financial liabilities

14.05

9.90

11.02

Equity

Equity share capital

143.99

143.55

128.43

Other equity

2,525.09

2,221.51

1,309.05

Total liabilities and equity

10,661.66

7,357.14

5,113.57

119

Statement of standalone profit and loss for the last 3 Financial Years

₹ in crores

Sr. Particulars For the year ended

No. March 31, 2020 March 31, 2019 March 31, 2018

I Revenue from operations

(a) Interest income 859.69

- Interest on loans

1,588.80

1,156.09

- Income on securitisation (re-recognised on balance sheet) 22.25 55.24

- Interest on deposits with banks and financial institutions 6.14 6.99

(b) Fees and commission 4.95 1.34 0.00

(c) Dividend income - - 0.17

(c) Net gain on fair value changes 56.15 56.55 4.11

(d) Bad Debt Recovery 5.20 6.05 6.61

Total revenue from operations (I) 1,683.49

1,282.26

870.58

II Other income 0.87 1.06 0.95

III Total income (I+II)

1,684.36

1,283.32

871.53

IV Expenses

(a) Finance costs 353.65

- On borrowings 563.89

398.68

- On financial liability towards securitisation (re-recognised on balance sheet) 8.78 18.07

(b) Impairment of financial instruments 238.98 74.86 -13.42

(c) Employee benefits expenses 259.64

186.05

130.44

(d) Depreciation and amortisation expenses 19.64 7.79 5.17

(e) Other expenses

142.54

100.13 67.47

Total expenses (IV) 1,233.47

785.58

543.31

V Profit before tax (III-IV)

450.89

497.74

328.22

VI Tax expense

(1) Current tax 159.32

176.35 54.80

120

(2) Deferred tax -

35.93 -0.37 60.90

(3) Tax of earlier period - - 0.04

Total tax expense (VI)

123.39

175.98

115.74

VII Profit for the year (V-VI)

327.50

321.76

212.48

VIII Other comprehensive income

(a) (1) Items that will not be reclassified to profit or loss

- Remeasurement (losses) and gains on

defined benefit obligations (net) 0.05

-1.91 1.35

(2) Income tax relating to items that will not be reclassified to profit or loss

-0.01 0.67 -0.47

Subtotal (a) 0.04 -1.24 0.88 (b) (1) Items that will be reclassified to profit or

loss

- Net change in fair value of loans

measured at fair value through other comprehensive income

-34.83 -13.36 -3.47

(2) Income tax relating to items that will be reclassified to profit or loss 7.46 4.67 1.20

Subtotal (b) -

27.37 -8.69 -2.27

Other comprehensive income (VIII = a+b) -27.33 -9.93 -1.39

IX Total comprehensive income (VII+VIII) (comprising profit and other comprehensive income for the year)

300.17

311.83

211.09

Statement of standalone cash flows for the last 3 Financial Years

₹ in crores

Particulars For the year ended

March 31, 2020

March 31, 2019

March 31, 2018

Cash flow from operating activities:

Profit before tax

450.89

497.74

328.22

Adjustments to reconcile profit before tax to net cash flows:

Interest income on loans

-1,594.60

-1,154.76

(842.82)

Income on securitisation (re-recognised on balance sheet)

-22.25

-55.24

121

Depreciation and amortisation expenses

19.64

7.79

5.17

Interest expense on borrowings

561.87

394.30

351.54 Interest expenses on financial liability towards securitisation (re-recognised on balance sheet)

8.78

18.07

Impairment on financial instruments

244.77

73.52

(23.75)

Net loss on disposal of property, plant and equipment

-0.01

0.07

0.00 Net gain on financial instruments at fair value through profit or loss

-14.82

-10.55

(4.08)

Dividend Income

-

-

(0.17)

Share based payments to employees

2.51

4.53

3.98

-794.11

-722.27

(510.13)

Operational cash flows from interest:

Interest received on loans

1,555.27

1,162.03

868.59 Interest received on loans securitised (re-recognised on balance sheet)

22.78

54.71

Interest paid on borrowings

-537.37

-379.08

(332.92) Interest on financial liability towards securitisation (re-recognised on balance sheet)

-8.69

-18.07

Working capital changes:

Increase in loans

-3,008.74

-1,602.82

(2,060.95) Decrease / (increase) in securitised assets re-recognised on balance sheet

198.12

-198.12

Decrease / (increase) in bank balance other than cash and cash equivalents

25.99

-28.78

32.53

Decrease in trade receivables

-

-

0.58

(Increase) / decrease in other receivables

-0.13

5.38

(5.46)

Decrease / (increase) in other financial assets

3.83

-34.14

(4.68)

Increase in other non-financial assets

-4.44

-3.68

2.19

(Decrease) / increase in trade and other payables

-23.89 68.65

16.21

Increase in provisions

4.19

3.45

3.04

Increase / (decrease) in other non-financial liabilities

4.12

-1.04

4.67

122

-2,800.95

-1,791.10

(2,011.87)

Income tax paid

-163.69

-182.05

(67.48)

Net cash flows used in operating activities

-2,275.87

-1,378.09

(1,725.59)

Investing activities

Purchase of property, plant and equipment

-14.21

-14.69

(5.92)

Proceeds from sale of property, plant and equipment

0.12

0.03

0.11

Purchase of Intangible assets

-7.44

-3.03

(1.19)

Purchase of investments at fair value through profit and loss

-9,125.63

-7,056.42

(3,350.45)

Sale of investments at fair value through profit and loss

9,140.45

7,066.97

3,357.91 Cash and cash equivalents acquired pursuant to the Scheme of Arrangement

-

-

53.19

Investment in equity shares of subsidiary

-661.24

-

Net cash flows used in investing activities

-667.95

-7.14

53.65

Financing activities

Debt securities issued / (repaid) (net)

71.81

-223.17

238.13

Borrowings other than debt securities issued (net)

3,029.62

1,339.61

888.04

Subordinated liabilities repaid (net)

-11.39

-47.46

(8.77) Financial liability towards securitisation (re-recognised on balance sheet) (repaid) / issued (net)

-158.92

158.84

Proceeds from issuance of equity share capital including securities premium

3.59

630.97

353.24

Expenses incurred towards issuance of equity shares

-

-29.86

(0.95)

Net Cash flows from financing activities

2,934.71

1,828.93

1,469.69

Net (increase) / decrease in cash and cash equivalents

-9.11

443.70

(202.24)

Cash and cash equivalents as at the beginning of the year

573.73

130.03

332.28

Cash and cash equivalents as at the end of the year

564.62

573.73

130.03

123

CreditAccess Grameen Limited Consolidated Balance sheet as at March 31, 2020

₹ in crores

Sr. No.

Particulars As at March 31,

2020

As at March 31,

2019

ASSETS (1) Financial assets

(a) Cash and cash equivalents

644.87

573.73

(b) Bank balance other than cash and cash equivalents

72.77

41.82

(c) Other receivables

0.22

0.09 (d) Loans

- Loan portfolio (excluding securitised assets)

11,004.31

6,404.18

- Securitised assets re-recognised on balance sheet

94.60

198.65

(e) Investments

45.56

0.20

(f ) Other financial assets

55.48

46.70

(2) Non-financial assets

(a) Current tax assets (net)

22.11

13.23

(b) Deferred tax assets (net)

57.44

43.14

(c) Property, plant and equipment

31.69

18.74

(d) Right to use assets

54.60

-

(e) Goodwill

317.58

-

(f ) Intangible assets under development

2.84

2.36

(g) Intangible assets

172.63

6.01

(h) Other non-financial assets

12.89

8.29

Total assets

12,589.59

7,357.14

LIABILITIES AND EQUITY

(1) Financial liabilities (a) Payables (I) Trade payables

(i) Total outstanding dues of micro enterprises and small

enterprises

-

-

(ii)Total outstanding dues of creditors other than micro

enterprises and small enterprises

35.60

8.09 (II) Other payables

(i) Total outstanding dues of micro enterprises and small

enterprises

-

-

124

(ii)Total outstanding dues of creditors other than micro

enterprises and small enterprises

73.05

95.64 (b) Borrowings

- Debt securities

775.67

556.16

- Borrowings (other than debt securities)

8,580.00

4,114.50

- Subordinated liabilities

103.03

37.07

- Financial liability towards securitisation (re-recognised

on balance sheet)

80.97

158.84

(c) Other financial liabilities

62.18

-

(2) Non-financial liabilities

(a) Current tax liabilities (net)

-

-

(b) Provisions

20.31

11.88

(c) Other non-financial liabilities

15.61

9.90

(3) Equity

(a) Equity share capital

143.99

143.55

(b) Other equity

2,590.23

2,221.51

(c) Non-controlling interests

108.95

-

Total liabilities and equity

12,589.59

7,357.14

125

CreditAccess Grameen Limited Consolidated Statement of profit and loss for the year ended March 31, 2020

₹ in crores

Sr. Particulars For the year ended

No. March 31, 2020 March 31, 2019

I Revenue from operations

(a) Interest income

- Interest on loans 1,603.94

1,156.09

- Income on securitisation (re-recognised on balance sheet) 23.06

55.24

- Interest on deposits with banks and financial institutions 6.34

6.99

- Income from portfolio purchased under assignment 0.05

-

(b) Fees and commission 5.00

1.34

(c) Net gain on fair value changes 56.35

56.55

(d) Bad Debt Recovery 5.38

6.05

(e) Others 4.19

-

Total revenue from operations (I) 1,704.31

1,282.26

II Other income 1.17

1.06

III Total income (I+II)

1,705.48

1,283.32

IV Expenses (a) Finance costs

- On borrowings 570.89

398.68

- On financial liability towards securitisation (re-recognised on balance sheet) 9.09

18.07

(b) Impairment of financial instruments 237.27

74.86

(c) Employee benefits expenses 262.05

186.05

(d) Depreciation and amortisation expenses 20.37

7.79

(e) Other expenses

144.21

100.13

Total expenses (IV) 1,243.88

785.58

V Profit before tax (III-IV)

461.60

497.74

VI Tax expense

126

(1) Current tax 160.47

176.35

(2) Deferred tax (34.36)

(0.37)

Total tax expense (VI) 126.11

175.98

VII Profit / (loss) for the year (V-VI) 335.49

321.76

VIII Other comprehensive income (a) (1) Items that will not be reclassified to profit or loss

- Remeasurement (losses) and gains on defined

benefit obligations (net) 0.02

(1.91)

(2) Income tax relating to items that will not be reclassified to profit or loss

(0.01) 0.67

Subtotal (a)

0.01

(1.24) (b) (1) Items that will be reclassified to profit or loss

- Net change in fair value of loans measured at fair value through other comprehensive income (34.83)

(13.36)

(2) Income tax relating to items that will be reclassified to profit or loss 7.46

4.67

Subtotal (b)

(27.37)

(8.69)

Other comprehensive income (VIII = a+b) (27.36)

(9.93)

IX Total comprehensive income (VII+VIII) (comprising profit / (loss) and other comprehensive income for the year)

308.13 311.83

X Profit is attributable to:

Owners of the Issuer 333.55

321.76

Non-controlling interest 1.94

- XI Other comprehensive Income is attributable to:

Owners of the Issuer (27.35)

(9.93)

Non-controlling interest (0.01)

- XII Total comprehensive Income is attributable to:

Owners of the Issuer 306.19

311.83

Non-controlling interest 1.94

-

XIII Earnings per equity share (face value of `₹10.00 each)

Basic (EPS)

23.20

23.37

127

Diluted (DPS)

23.00

23.14

128

CreditAccess Grameen Limited Consolidated Statement of cash flows for the year ended March 31, 2020 ₹ in crores

Particulars For the year ended

March 31, 2020

March 31, 2019

Cash flow from operating activities:

Profit before tax

461.60

497.74 Adjustments to reconcile profit before tax to net cash flows:

Interest income on loans

(1,609.79)

(1,154.76) Income on securitisation (re-recognised on balance sheet)

(23.06)

(55.24)

Depreciation, amortisation and impairment

20.37

7.79

Interest expense on borrowings

568.83

394.30 Interest expenses on financial liability towards securitisation (re-recognised on balance sheet)

9.09

18.07

Impairment of financial instruments

243.55

73.52 Net loss on disposal of property, plant and equipment

(0.01)

0.07

Net gain on financial instruments at fair value through profit or loss

(19.21)

(10.55)

Share based payments to employees

2.51

4.53

(807.72)

(722.27) Operational cash flows from interest:

Interest received on loans

1,569.66

1,162.03 Interest received on loans securitised (re-recognised on balance sheet)

23.56

54.71

Interest paid on borrowings

(554.88)

(379.08) Interest on financial liability towards securitisation (re-recognised on balance sheet)

(9.25)

(18.07)

Working capital changes:

Increase in derivative finacial instruments

1.10

-

Increase in loans

(2,953.54)

(1,602.82) Decrease / (increase) in securitised assets re-recognised on balance sheet

199.09

(198.12)

Decrease / (increase) in bank balance other than cash and cash equivalents

23.85

(28.78)

(Increase) / decrease in other receivables

(0.13)

5.38

129

Decrease / (increase) in other financial assets

0.30

(34.14)

Increase in other non-financial assets

(4.45)

(3.68)

(Decrease) / increase in trade and other payables

(23.34) 68.65

Decrease in other financial liabilities

(0.07)

-

Increase in provisions

4.19

3.45 Increase / (decrease) in other non-financial liabilities

5.57

(1.04)

(2,747.43)

(1,791.10)

Income tax paid

(164.02)

(182.05)

Net cash flows used in operating activities

(2,228.48)

(1,378.09) Investing activities

Purchase of property, plant and equipment

(14.40)

(14.69) Proceeds from sale of property, plant and equipment

0.12

0.03

Purchase of Intangible assets

(7.44)

(3.03) Purchase of investments at fair value through profit and loss

(9,240.63)

(7,056.42)

Sale of investments at fair value through profit and loss

9,285.72

7,066.97

Investment in equity shares of subsidiary

(661.24)

-

Net cash flows used ininvesting activities

(637.87)

(7.14) Financing activities

Debt securities issued / (repaid) (net)

71.81

(223.17)

Borrowings other than debt securities issued (net)

3,030.47

1,339.61

Subordinated liabilities repaid (net)

(11.39)

(47.46) Financial liability towards securitisation (re-recognised on balance sheet) (repaid) / issued (net)

(173.70)

158.84

Proceeds from issuance of equity share capital including securities premium

3.59

630.97

Expenses incurred towards issuance of equity shares

-

(29.86)

Net cash flows from financing activities

2,920.78

1,828.93

130

Net decrease in cash and cash equivalents

54.43

443.70 Cash and cash equivalents as at the beginning of the year* (Refer Note 4)

590.44

130.03

Cash and cash equivalents as at the end of the year (Refer Note 4)

644.87

573.73

131

ANNEXURE VI: ILLUSTRATION OF BOND CASH FLOWS

Illustration of Bond Cash Flows

Company/Issuer CreditAccess Grameen Limited

Face Value (per security) Rs. 10,00,000/- (Rupees Ten Lakhs only)

Deemed Date of Allotment July 31, 2020

Redemption July 30, 2023

Coupon Rate 9.81% (Nine Decimal Eight One Percent) per annum (computed on a simple interest basis).

Frequency of the Coupon Payment with specified dates

Half-yearly

Day Count Convention Actual / Actual

Principal 25.00 Coupon proposed 9.8100%

30-Jul-20 -25.00 Initial Cash outflow Days Reducing Principal

30-Jan-21 1.2363 1st coupon payment 184

30-Jul-21 1.2162 2nd coupon payment 181

30-Jul-21 8.3333 First instalment payment 16.6667

30-Jan-22 0.8242 3rd coupon payment 184

30-Jul-22 0.8108 4th coupon payment 181

30-Jul-22 8.3333 Second installment payment 8.3333

30-Jan-23 0.4121 5th coupon payment 184

30-Jul-23 0.4054 Final coupon payment 181

30-Jul-23 8.3333 Final installment payment 0.0000

132

ANNEXURE VII: QUARTERLY RESULTS FOR THE LAST 2 FINANCIAL QUARTERS

133

134

135

ANNEXURE VIII: BOARD RESOLUTION AND COMMITTEE RESOLUTION

136

137

138

139

140

141

142

143

144

145

ANNEXURE IX: SHAREHOLDERS' RESOLUTION

146