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March 23, 2022

To BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001 Scrip code: 541770

National Stock Exchange of India Limited The Exchange Plaza Bandra Kurla Complex Bandra (East) Mumbai- 400051 Scrip code: CREDITACC

Dear Sir/Madam,

Sub: Notice of the Meeting of the Equity Shareholders being convened pursuant to the Order of the Hon’ble National Company Law Tribunal, Bengaluru Bench, dated February 25, 2022, in the matter of Scheme of Amalgamation between Madura Micro Finance Limited and CreditAccess Grameen Limited and their respective Shareholders and Creditors:

Pursuant to the Order dated February 25, 2022 in the Company Scheme Application No.CA(CAA) No.60/BB/2021 ("Order"), passed by the Hon'ble National Company Law Tribunal, Bengaluru Bench ("the NCLT"), a meeting of the Equity Shareholders of CreditAccess Grameen Limited ("the Company") will be held on Monday, April 25, 2022 at 11:00 AM (IST) through Video Conferencing/Other Audio Visual Means ("NCLT convened meeting") to consider and approve the Scheme of Amalgamation between Madura Micro Finance Limited (“Transferor Company”) and CreditAccess Grameen Limited (“Transferee Company”) and their respective shareholders and creditors (“Scheme”).

Pursuant to the aforesaid Order, Notice of the NCLT convened meeting, together with the explanatory statement and other documents accompanying the same, is being sent through electronic mode to those Members whose names appear in the register of members/ list of beneficial owners as received from Registrar and Transfer Agent (RTA) as on Friday, March 11, 2022, and whose email addresses are registered with the Company/ Depositories. Further, for members whose email address are not registered, the hard copies of notice together with the explanatory statement and other documents accompanying the same, are being sent through registered post, to their respective last known addresses.

The Hon’ble NCLT has appointed Mr. Saji P. John, Advocate, as the Chairman and Mr. Naman Gurumurthi Joshi, Practicing Company Secretary, as the Scrutinizer of the said NCLT convened meeting, including for any adjournment(s) thereof.

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In accordance with the said Order and applicable sections/rules/regulations made under the Companies Act, SEBI LODR Regulations and SEBI Circulars, the Company is providing remote e-voting facility to all the equity shareholders to consider and approve the Scheme. Accordingly, e-voting by the equity shareholders of the Company shall be carried out as under:

i. through remote e-voting prior to the Meeting commencing from Monday, March 28, 2022 at 9.00 a.m. IST and ending at 5.00 p.m. IST on Sunday, April 24, 2022; and
ii. through e-voting facility made available during the Meeting through VC/OAVM.

The voting rights of equity shareholders shall be in proportion to their equity shareholding in the Company as on the close of business on Tuesday, March 22, 2022 (“cut-off date”).

A copy of the Notice of the NCLT convened meeting dated March 23, 2022, along with the Explanatory Statement and other Annexures inter-alia containing the copy of Scheme and Abridged Prospectus in terms of the SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, of the Transferor Company is enclosed herewith for your information and records.

Further, the notice along with explanatory statement and other annexures are also available on the website of the Company at www.creditaccessgrameen.in

Please take this intimation on record.

Thanking you,

Yours’ Truly

For CreditAccess Grameen Limited

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M. J Mahadev Prakash

Head – Compliance, Legal & Company Secretary

Encl.: As above

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CREDITACCESS GRAMEEN LIMITED

Regd. Office: New No. 49, 46[th] Cross, Next to Rajalakshmi Kalyana Mantapa, 8[th] Block, Jayanagar, Bengaluru - 560070 (Karnataka) CIN: L51216KA1991PLC053425

Website: www.creditaccessgrameen.in Email: [email protected]

MEETING OF THE EQUITY SHAREHOLDERS OF CREDITACCESS GRAMEEN LIMITED

(Convened pursuant to the Order dated February 25, 2022 passed by the Hon’ble National Company Law Tribunal, Bengaluru Bench)

	Day	Monday
	Date	April 25, 2022
	Time	11:00 A.M. (IST)
	Venue/Mode	Through video Conferencing or Other Audio-Visual Means in terms of
		the Order delivered by the Hon’ble National Company Law Tribunal,
		Bengaluru Bench, on February 25, 2022.

Details of Remote E-Voting:

	Commencing on	Monday, March 28, 2022, at 9:00 A.M. (IST)
	Ending on	Sunday, April 24, 2022, at 5:00 P.M. (IST)

		Mr. Saji P. John Advocate Unit No. 1002, 10thFloor, #30, Prestige Meridian II, M.G. Road Bengaluru – 560001 Email [email protected] Mr. Naman Gurumurthi Joshi Practicing Company Secretary 4144, Prakruthi Crystal, 4thFloor, 4thPhase Girinagar, Near Seetha circle, Bengaluru – 560085 Email –[email protected]
	Chairman of the	Mr. Saji P. John
	Meeting	Advocate
		Unit No. 1002, 10thFloor, #30, Prestige Meridian II, M.G. Road
		Bengaluru – 560001
		Email [email protected]
	Scrutinizer for	Mr. Naman Gurumurthi Joshi
	the Meeting	Practicing Company Secretary
		4144, Prakruthi Crystal, 4thFloor, 4thPhase Girinagar, Near Seetha
		circle, Bengaluru – 560085
		Email –[email protected]

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Documents Enclosed:

Sl.	Contents	Page
No.		No.
1	Notice of the Meeting of the equity shareholders of CreditAccess Grameen	4-19
	Limited convened pursuant to the order dated February 25, 2022 passed
	by the Hon’ble National Company Law Tribunal, Bengaluru Bench
	(“NCLT”).
2	Explanatory Statement under Sections 230(3), 232(1), 232(2), 102 and	20-49
	other applicable provisions of the Companies Act, 2013 read with Rule 6 of
	the Companies (Compromises, Arrangements and Amalgamations) Rules,
	2016.
3	Scheme of amalgamation between Madura Micro Finance Limited,	50-67
	CreditAccess Grameen Limited and their respective shareholders and
	creditors, under Sections 230-232 of the Companies Act, 2013, enclosed
	asAnnexure 1.
4	Valuation Report dated November 27, 2019, issued by M/s BSR &	68-77
	Associates, LLP, Chartered Accountants, to CreditAccess Grameen Limited
	and Madura Micro Finance Limited enclosed asAnnexure 2.
5	Certificate dated November 27, 2019, issued by Messrs. S. R. Batliboi &	78-81
	Co., LLP, Chartered Accountants and Certificate dated July 03, 2021, issued
	by M/s PKF Sridhar & Santhanam LLP, Chartered Accountants, to the effect
	that the accounting treatment, if any, proposed in the Scheme is in
	conformity with the Accounting Standards prescribed under Section 133 of
	the Companies Act, 2013, enclosed asAnnexure 3AandAnnexure 3B
	respectively.
6	Fairness Opinion dated November 27, 2019 issued by Systematix Corporate	82-85
	Services Limited, to CreditAccess Grameen Limited and Madura Micro
	Finance Limited, enclosed asAnnexure 4.
7	Observation Letters dated May 07, 2021 issued by BSE Limited and	86-89
	National Stock Exchange of India Limited to CreditAccess Grameen Limited,
	enclosed asAnnexure 5AandAnnexure 5B, respectively.
8	Report adopted by the Board of Directors of CreditAccess Grameen Limited	90-96
	and Madura Micro Finance Limited pursuant to the provisions of Section
	232(2)(c) of the Companies Act, 2013, enclosed asAnnexure 6Aand
	Annexure 6Brespectively.
9	Abridged prospectus for Madura Micro Finance Limited (in the format	97-111
	specified in Part E of Schedule VI of the Securities and Exchange Board of
	India (Issue of Capital and Disclosure Requirements) Regulations, 2018),
	along with the due diligence certificate dated March 17, 2022, issued by
	CapitalSquare Advisors Private Limited, Merchant Bankers, enclosed as
	Annexure 7.

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10	Complaints Report dated December 10, 2020 submitted to BSE Limited and	112-115
	Complaints Report dated January 04, 2021 submitted to National Stock
	Exchange of India Limited, by CreditAccess Grameen Limited enclosed as
	Annexure 8AandAnnexure 8Brespectively.
11	Pre-scheme and post-scheme shareholding pattern of CreditAccess	116-127
	Grameen Limited and Madura Micro Finance Limited, enclosed as
	Annexure 9.
12	Unaudited financial statements along with the limited review report of the	128-144
	statutory auditors of CreditAccess Grameen Limited and Madura Micro
	Finance Limited as on December 31, 2021, enclosed asAnnexure 10A
	and 10Brespectively.

	The Audited Financial Statements as on March 31, 2021 of the both
	CreditAccess Grameen Limited and Madura Micro Finance Limited are
	available on the website www.maduramicrofinance.com and
	www.creditaccessgrameen.inrespectively.
13	Copy of Form GNL-1 along with its payment challan filed by CreditAccess	145-149
	Grameen Limited with the Registrar of Companies enclosed asAnnexure
	11.
14	Copy of the Compliance Report certified by the Company Secretary, Chief	150-151
	Financial Officer and the Managing Director of CreditAccess Grameen
	Limited, confirming the compliance with various regulatory requirements
	specified for schemes of arrangement and all accounting standards,
	enclosed asAnnexure 12.
15	Copy of Order dated February 25, 2022, issued by Hon’ble National	152-166
	Company Law Tribunal, Bengaluru Bench, with regard to Scheme of
	Amalgamation between Madura Micro Finance Limited, CreditAccess
	Grameen Limited and their respective shareholders and creditors, under
	Sections 230-232 of the Companies Act, 2013, enclosed asAnnexure 13.

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

CA (CAA) No.60/BB/2021

In the matter of the Companies Act, 2013

In the matter of Application under Sections 230 - 232 and other relevant provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016

AND

In the matter of Scheme of Amalgamation between Madura Micro Finance Limited and CreditAccess Grameen Limited and their respective Shareholders and Creditors.

BETWEEN

Madura Micro Finance Limited, a public limited company incorporated under the Companies Act, 1956 having CIN U65929TN2005PLC057390, having its Registered Office at No. 36, II Main Road, Kasturba Nagar, Adyar, Chennai, Tamil Nadu 600020.

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…………...Transferor/Transferor Company

AND

CreditAccess Grameen Limited, a public limited company incorporated under the Companies Act, 1956 having CIN L51216KA1991PLC053425, and its Registered Office at New No. 49 (Old No.725), 46[th] Cross, 8[th] Block, Jayanagar (Next to Rajalakshmi Kalyana Mantapa), Bangalore, Karnataka 560070.

…………...Transferee/Transferee Company

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FORM NO. CAA2

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF CREDITACCESS GRAMEEN LIMITED

To The equity shareholders of CreditAccess Grameen Limited Bangalore

NOTICE is hereby given that by an order dated February 25, 2022 (“ Order ”), the Hon’ble National Company Law Tribunal, Bench at Bengaluru (“ NCLT ”) has directed that a meeting of the equity shareholders of CreditAccess Grameen Limited be convened, to consider, and if thought fit, to approve, with or without modifications(s) the Scheme of Amalgamation between Madura Micro Finance Limited (“ Transferor Company ”) and CreditAccess Grameen Limited (“ Transferee Company ”) and their respective shareholders and creditors (“ Scheme ”).

TAKE FURTHER NOTICE that in pursuance of the said Order and as directed therein, a meeting of the equity shareholders of the Transferee Company is being convened on Monday, the 25[th] day of April, 2022 at 11:00 A.M . (IST) through video conferencing or other audio visual means (“ VC/OAVM ” and such meeting, the“ Meeting ”), without the physical presence of the equity shareholders at a common venue by following the operating procedures (with requisite modifications as may be required) referred to in General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021 and General Circular No. 20/2021 dated December 08, 2021 issued by the Ministry of Corporate Affairs, Government of India (collectively referred to as " MCA Circulars ”), and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 issued by the Securities and Exchange Board of India (collectively referred to as the “ SEBI Circulars ”) to consider and if thought fit, to pass, with or without modifications(s), the following resolution under Sections 230-232 of the Companies Act, 2013 (“ Act ”) and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (including any statutory modification(s) thereof for the time being in force) (“ Rules ”):

“RESOLVED THAT pursuant to the provisions of Sections 230 - 232 of the Companies Act, 2013, and any other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other rules, circulars and notifications made under the Companies Act, 2013 as may be applicable, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof, for the time being in force), Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 issued by the Securities and Exchange Board of India

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(as amended) read with the observation letters issued by BSE Limited and National Stock Exchange of India Limited both dated May 7, 2021, and relevant provisions of other applicable laws, the Memorandum of Association and the Articles of Association of CreditAccess Grameen Limited, and subject to the approval of the Bengaluru Bench of the National Company Law Tribunal and such other approvals, permissions and sanctions of regulatory or governmental and other authorities or tribunal, as may be necessary, and subject to such conditions and modifications as may be prescribed or imposed by the Bengaluru Bench of the National Company Law Tribunal, or by any regulatory or other authorities or tribunal, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of CreditAccess Grameen Limited (hereinafter referred to as the “ Board ”, which term shall be deemed to mean and include one or more committee(s) constituted/to be constituted by the Board of Directors or any other person authorised by it to exercise its powers including the powers conferred by this resolution), the scheme of arrangement between CreditAccess Grameen Limited, a public listed company, having its Registered Office at New No. 49 (Old No.725), 46th Cross, 8th Block, Jayanagar (Next to Rajalakshmi Kalyana Mantapa) Bangalore, Karnataka560070 and Madura Micro Finance Limited, a Public limited company, having its Registered Office at No. 36, II Main Road, Kasturba Nagar, Adyar, Chennai, Tamil Nadu 600020, and their respective Shareholders and Creditors (“ Scheme ”), enclosed with this notice, be and is hereby approved with or without modification and for conditions, if any, which may be required and / or imposed and / or permitted by the Bengaluru Bench of the National Company Law Tribunal, while sanctioning the Scheme and / or by any government authority.

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution and for removal of any difficulties or doubts, the Board, be and is hereby authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, usual or proper, and to settle any questions or difficulties or doubts that may arise, including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary to give effect to the above resolution, settling of any questions or difficulties arising under the Scheme or in regard to and of the meaning or interpretation of the Scheme or implementation thereof or in any matter whatsoever connected therewith, and to do all acts, deeds and things as may be necessary, desirable or expedient for carrying the Scheme into effect or to carry out such modifications/directions as may be required and/or imposed and/ or permitted by the Bengaluru Bench of the National Company Law Tribunal while sanctioning the Scheme, or by any governmental authorities, or to approve withdrawal (and where applicable, re-filing) of the Scheme at any stage for any reason including in case any changes and/or modifications are suggested/required to be made in the Scheme or any condition suggested, required or imposed, whether by any shareholder, creditor, Reserve Bank of India, Securities and Exchange Board of India, the National Company Law Tribunal, and/or any other authority, and to do all such acts, deeds and things as it may deem necessary and desirable in connection therewith and incidental thereto.”

The Hon’ble Tribunal has appointed Mr. Saji P. John to be Chairperson of the Meeting. The Tribunal has also appointed Mr. Naman Gurumurthi Joshi, Practicing Company Secretary, as the Scrutinizer for the Meeting, including for any adjournment(s) thereof.

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In accordance with the Order and the provisions of (i) Section 108 and other applicable provisions of the Act; (ii) Rule 20 of the Companies (Management and Administration) Rules, 2014; (iii) Rule 6(3)(xi) of the Rules; (iv) Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“ SEBI LODR Regulations ”); and (v) Paragraph 9 of Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 (as amended from time to time) on Schemes of Arrangement by Listed Entities and Relaxation under Sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957 issued by the Securities and Exchange Board of India, as amended from time to time (“ SEBI Scheme Circular ”) the Transferee Company has provided remote e-voting facility so as to enable the equity shareholders to consider and approve the Scheme by way of passing the aforesaid resolution.

Accordingly, voting by the equity shareholders of the Transferee Company to the Scheme shall be carried out (a) through remote e-voting prior to the Meeting during the period commencing from Monday, March 28, 2022 at 9.00 a.m. and ending at 5.00 p.m. on Sunday, April 24, 2022 or (b) through e-voting facility made available during the Meeting through VC/ OAVM. If you opt for remote e-voting, you will nevertheless be entitled to attend and participate in the Meeting but you will not be entitled to vote again during the Meeting through VC/ OAVM. The voting rights of equity shareholders shall be in proportion to their equity shareholding in the Transferee Company as on the close of business on Tuesday, 22[nd] day of March, 2022 (“ Cut-off Date ”). Equity shareholders may refer to the “Notes” for further details on remote e-voting.

Since the with the Meeting is being held through VC/ OAVM, without the requirement of physical presence of the equity shareholders, there is no requirement of appointment of proxies in terms of the MCA Circulars. Accordingly, the facility of appointment of proxies by equity shareholders under Section 105 of the Act will not be available for the said Meeting and hence, the Route Map, Proxy Form and Attendance Slip are not annexed to this Notice. However, in pursuance of Sections 112 and 113 of the Act, authorised representatives of the corporate members may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC/ OAVM facility and e-voting during the Meeting provided an authority letter/ power of attorney by the Board of Directors or a certified copy of the resolution passed by its Board of Directors or other governing body authorizing such representative to attend and vote at the Meeting through VC/ OAVM on its behalf along with the attested specimen signature of the duly authorized signatory(ies) who are authorized to vote is emailed to the Scrutinizer at [email protected] with a copy marked to KFin Technologies Private Limited (“ KFin ”) at [email protected] and to the Transferee Company at [email protected] not later than 48 (forty-eight) hours before the time scheduled for holding the Meeting. Such corporate members are requested to refer to the “Notes” for further details.

The above Scheme, if approved by the equity shareholders, will be subject to the subsequent approval of the NCLT. The results of the Meeting shall be announced by the Chairperson or the person authorised by the Chairperson not later than 48 hours from the conclusion of the Meeting and the same shall be displayed on the website of the Transferee Company www.creditaccessgrameen.in, on website of both the stock exchanges viz. National Stock Exchange of India Limited at www.nseindia.com and BSE Limited at www.bseindia.com and on the website of KFin, the Registrar & Share Transfer Agents (“ RTA ”)of the Transferee Company, at www.evoting.kfintech.com.

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The copy of the Scheme, Explanatory Statement under Sections 230(3), 232(1), 232(2), 102 and other applicable provisions of the Act read with Rule 6 of the Rules, and annexures as stated in the index are enclosed herewith. In terms of the Order, the notice of this Meeting, together with the documents accompanying the same, is being sent by electronic mode to those equity shareholders of the Transferee Company whose e-mail addresses are registered with the Transferee Company/ the relevant depository participant(s) and for the equity shareholders who have not registered their e- mail address with the Transferee Company/ the relevant depository participant(s), the notice of this Meeting, together with the documents accompanying the same, is being sent through registered post or speed post or through courier to their last known address. A copy of this Notice and the accompanying documents will also be hosted on the website of the Transferee Company at www.creditaccessgrameen.in and will also be available on the website of BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and also on the website of KFin at www.evoting.kfintech.com.

The Transferee Company will furnish a copy of the Scheme along with a copy of the Explanatory Statement within 1 (One) working days of any requisition of the Scheme being made by any equity shareholder, to the Transferee Company by e-mail at [email protected]. The Scheme and the Explanatory Statement along with the enclosures as indicated in the index, can be obtained on any day except Saturday, Sunday and public holidays, free of charge at the registered office of the Transferee Company at No.49, 46th Cross, 8th Block, Jayanagar, Bengaluru – 560070.

In accordance with the provisions of Sections 230-232 of the Act, the Scheme shall be considered as approved by the equity shareholders only if the Scheme is approved by a majority of members representing 3/4[th] (three-fourth) in value of the equity shareholders of the Transferee Company, who vote through remote e-voting facility made available prior to the Meeting and e-voting facility made available during the Meeting through VC/ OAVM.

By Order of the NCLT, Bengaluru

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Date: March 23, 2022 Place: Bengaluru

M. J. Mahadev Prakash Authorized Signatory / Head – Compliance, Legal & Company Secretary

No. 49, 46[th] Cross 8[th] Block, Jayanagar Bengaluru - 560070 (Karnataka) (“ Registered Office ”) CIN: L51216KA1991PLC053425

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Notes:

Only registered equity shareholders of the Transferee Company may attend (either in person or by Authorised Representative) the said Meeting of the equity shareholders of the Transferee Company, being conducted through Video Conferencing (" VC ”) / Other Audio-Visual Means (" OAVM ”) and vote at the Meeting.
In view of the ongoing COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the order pronounced on February 25 2022, in Company Scheme Application No. CA(CAA) No.60/BB/2021 (" Order ”), passed by the Hon’ble National Company Law Tribunal, Bengaluru bench (" NCLT ”), the meeting of the equity shareholders of the Transferee Company (“ Meeting ”) is being convened on Monday, the 25[th] day of April, 2022 at 11 A.M. through VC/ OAVM without the physical presence of the equity shareholders at a common venue, as per applicable procedure (with requisite modifications as may be required) referred to in General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020 General Circular No. 39/2020 dated December 31, 2020 and General Circular No. 10/2021 dated June 23, 2021 issued by the Ministry of Corporate Affairs, Government of India (collectively referred to as " MCA Circulars ”), and Circular No.SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 issued by the Securities and Exchange Board of India (collectively referred as “ SEBI Circulars ”) for the purpose of considering, and if thought fit, approving the scheme of amalgamation proposed to be made between the Transferee Company, the Transferor Company and their respective shareholders and creditors, pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“ Act ” and such scheme, the “ Scheme ”). In accordance with the MCA Circulars, provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (" Listing Regulations ”), the Meeting is being held through VC/ OAVM. As per the Order and MCA Circulars, since the meeting is held through VC/OAVM, the venue of the Meeting is not relevant.
Participation of members through VC/OAVM will be reckoned for the purpose of quorum for the Meeting as per Section 103 of the Act. Further, in terms of the Order in case the required quorum for the Meeting is not present at the commencement of the Meeting, the meeting shall be adjourned by 30 (thirty) minutes, and, thereafter, the persons present and voting shall be deemed to constitute the quorum.
The Explanatory Statement under Sections 230(3), 232(1), 232(2) and 102 of the Act read with Rule 6 of the Rules, in respect of the business set out in the Notice, is annexed hereto.
Members of the Transferee Company under the category of institutional investors are encouraged to attend and vote at the Meeting through VC/OAVM. Corporate members intending to authorize their representatives to participate and vote at the Meeting are requested to send a certified

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copy of the board resolution / authorization letter to the Transferee Company at [email protected] or upload the same on the VC portal / e-voting portal.

Members whose shareholding is in electronic mode are requested to direct notifications about change of address, mobile number and email IDs to their respective depository participants(s) (“ DPs ”) and also to quote folio number/client ID/DP ID, in all their correspondence with the Transferee Company/DP.
In compliance with Section 108 and other applicable provisions of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014, Rule 6(3)(xi) of the Rules, Regulation 44 of the SEBI LODR Regulations, Paragraph 9 of the SEBI Scheme Circular and SEBI Circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 as amended from time to time, the Transferee Company has provided a facility to its members to exercise their votes electronically through the electronic voting (“ e-voting ”) facility provided by KFin Technologies Private Limited (“ KFin ”), the Registrar & Share Transfer Agents (“ RTA ”) of the Transferee Company.
Members who have cast their votes by remote e-voting prior to the Meeting may participate in the Meeting but shall not be entitled to cast their votes again. The instructions for remote e- voting by members holding shares in dematerialized mode and for members who have not registered their email address is provided in the e-voting section, which forms part of this Notice.
As the Meeting is being held through VC/OAVM, the facility for appointment of proxies by the equity shareholders is not available for the Meeting and hence, the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice.
In terms of the Order, Mr. Naman Gurumurthi Joshi has been appointed as the Scrutinizer to scrutinize the remote e-voting as well as the e-voting process at the Meeting, in a fair and transparent manner. The Scrutinizer shall submit a consolidated report on votes cast to the Chairperson of the Meeting or to the person so authorised by Chairperson within 48 (forty-eight) hours from the conclusion of the Meeting. The scrutinizer’s decision on the validity of the votes cast electronically shall be final.
Members holding shares as on cut-off date, i.e., Tuesday, March 22, 2022 , may cast their votes electronically. A member will not be allowed to vote again on any resolution on which his vote has already been cast. The voting rights of members shall be proportionate to their share of the paid-up equity share capital of the Transferee Company as on the cut-off date. A person who is not a member as on the cut-off date is requested to treat this Notice for information purposes only.

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Once the vote on a resolution is cast by the shareholder either through remote e-voting or at the Meeting, he/she shall not be allowed to change it subsequently.
The facility for e-voting at the Meeting will also be made available. Members present at the meeting through VC/OAVM and who have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through the e- voting system during the Meeting.
The results of the remote e-voting and e-voting at the Meeting shall be declared within 48 hours of conclusion of the Meeting, which will be published on the website of the Transferee Company, KFin and on the websites of the stock exchanges, where the equity shares of the Transferee Company are listed.
In terms of the Order, the notice of this Meeting, together with the documents accompanying the same, is being sent by electronic mode to those equity shareholders of the Transferee Company whose e-mail addresses are registered with the Transferee Company/ the relevant depository participant(s) and for the equity shareholders who have not registered their e-mail address with the Transferee Company/ the relevant depository participant(s), the notice of this Meeting, together with the documents accompanying the same, is being sent through registered post or speed post or through courier to their last known address.
We urge members to support our commitment to environmental protection by choosing to receive the Transferee Company’s communication through email. Members holding shares in demat mode, who have not registered/updated their email addresses are requested to register/update their email addresses as per the instructions provided by your respective DPs or the RTA.
Members may also note that the Notice of the Meeting will also be available on the Transferee Company’s website, www.creditaccessgrameen.in websites of the stock exchanges, i.e. BSE Limited and National Stock Exchange of India Limited, at www.bseindia.com and www.nseindia.com respectively and on the website of RTA, www.evoting.kfintech.com
In accordance with the Order, the Notice convening the aforesaid Meeting will be published through advertisement in Financial Express in English language and a Kannada translation thereof in Vishwavani newspapers, indicating the day, date, time and link of the Meeting being held though VC/ OAVM and stating that the copies of the Scheme, the Explanatory Statement required to be furnished pursuant to Sections 230 - 232 of the Act shall be provided free of charge at the registered office of the Transferee Company. As the Meeting is being held through VC/ OAVM, the Proxy Form will not be made available, in terms of the MCA Circulars.

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Members who have acquired shares after the dispatch of this Notice and before the cut-off date may approach the Transferee Company/ RTA for issuance of User ID and Password for exercising their votes by electronic means.
Further, details to be included in terms of the Rules, the Act and the SEBI Scheme Circular, are included in the Explanatory Statement.

PROCEDURE FOR REMOTE E-VOTING AND ATTENDING THE MEETING THROUGH VC/OAVM

i. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI LODR Regulations and in terms of SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 in relation to e-Voting facility provided by Listed Entities, the Members are provided with the facility to cast their vote electronically, through the e-Voting services provided by KFin, on all the resolutions set forth in this Notice. The instructions for e-Voting are given herein below.
ii. However, pursuant to the SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, on “e-Voting facility provided by Listed Companies”, e-Voting process has been enabled to all the individual DEMAT account holders, by way of single login credential, through their DEMAT accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process.
iii. Individual Demat account holders would be able to cast their vote without having to register again with the e-Voting Service Provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.
iv. The remote e-voting period commences on Monday, March 28, 2022 (9:00 a.m. IST) and ends on Sunday, April 24, 2022 (5:00 p.m. IST). The remote e-voting module will be disabled by KFin thereafter.
v. Any person holding shares in physical form and non-individual shareholders, who acquire shares of the Transferee Company and becomes a Member of the Transferee Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at [email protected]. However, if he / she is already registered with KFin for remote e-Voting then he /she can use his / her existing User ID and password for casting the vote.
vi. In case of Individual Shareholders holding securities in demat mode and who acquires shares of the Transferee Company and becomes a Member of the Transferee Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned below under “Login

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method for remote e-Voting and joining virtual Meeting for Individual shareholders holding securities in demat mode.”

vii.The details of the process and manner for remote e-Voting and Meeting are explained herein below:

Step 1: Access to depositories e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2: Access to KFin e-Voting system in case of shareholders holding shares in physical and non-individual shareholders in demat mode.

Step 3: Access to join virtual Meetings (Meeting) of the Transferee Company on KFin system to participate meeting and vote at the meeting.

Details on Step 1:

I. Login method for remote e-Voting for Individual shareholders holding securities in Demat mode.

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL	1. User already registered for IDeAS facility: a. Visit URL:https://eservices.nsdl.com b. Click on the “Beneficial Owner” icon under “Login” under ‘IDeAS’ section. c. On the new page, enter User ID and Password. Post successful authentication, click on “Access to e-Voting” d. Click on company name or e-Voting service provider and you will be re- directed to e-Voting service provider website for casting the vote during the remote e-Voting period. 2. User not registered for IDeAS e-Services a. To register click on link: https://eservices.nsdl.com b. Select “Register Online for IDeAS” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp c. Proceed with completing the required fields. d. Follow steps given in points 1 3. Alternatively by directly accessing the e-Voting website of NSDL a. Open URL:https://www.evoting.nsdl.com/ b. Click on the icon “Login” which is available under ‘Shareholder/Member’section.

Type of
shareholders

Login Method

Individual
Shareholders
holding
securities in
demat mode
with NSDL

1. User already registered for IDeAS facility:
a. Visit URL:https://eservices.nsdl.com
b. Click on the “Beneficial Owner” icon under “Login” under ‘IDeAS’
section.
c. On the new page, enter User ID and Password. Post successful
authentication, click on “Access to e-Voting”
d. Click on company name or e-Voting service provider and you will be re-
directed to e-Voting service provider website for casting the vote during
the remote e-Voting period.
2. User not registered for IDeAS e-Services
a. To register click on link: https://eservices.nsdl.com
b. Select “Register Online for IDeAS” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
c. Proceed with completing the required fields.
d. Follow steps given in points 1
3. Alternatively by directly accessing the e-Voting website of NSDL
a. Open URL:https://www.evoting.nsdl.com/
b. Click on the icon “Login” which is available under
‘Shareholder/Member’section.

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	c. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number held with NSDL), Password / OTP and a Verification Code as shown on the screen. d. Post successful authentication, you will be requested to select the name of the company and the e-Voting Service Provider name, i.e., KFin. e. On successful selection, you will be redirected to KFin e-Voting page for casting your vote during the remote e-Voting period.
Individual Shareholders holding securities in demat mode with CDSL	1. Existing user who have opted for Easi / Easiest a. Visit URL:https://web.cdslindia.com/myeasi/home/login or b. URL:www.cdslindia.com c. Click on New System Myeasi d. Login with your registered user id and password. e. The user will see the e-Voting Menu. The Menu will have links of ESP i.e. KFin e-Voting portal. f. Click on e-Voting service provider name to cast your vote. 2. User not registered for Easi/Easiest a. Option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration b. Proceed with completing the required fields. c. Follow the steps given in point 1 3. Alternatively, by directly accessing the e-Voting website of CDSL a. Visit URL:www.cdslindia.com b. Provide your demat Account Number and PAN No. c. System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account. d. After successful authentication, user will be provided links for the respective ESP, i.e., KFin where the e-Voting is in progress.
Individual Shareholder login through their demat accounts / Website of DP	a. You can also login using the login credentials of your demat account through your DP registered with NSDL /CDSL for e-Voting facility. b. Once logged-in, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-Voting feature. c. Click on options available against company name or e-Voting service provider – KFin and you will be redirected to e-Voting website of KFin for casting your vote during the remote e-Voting period without any further authentication.

c. A new screen will open. You will have to enter your User ID (i.e. your
sixteen-digit demat account number held with NSDL), Password / OTP
and a Verification Code as shown on the screen.
d. Post successful authentication, you will be requested to select the
name of the company and the e-Voting Service Provider name, i.e.,
KFin.
e. On successful selection, you will be redirected to KFin e-Voting page
for casting your vote during the remote e-Voting period.

Individual
Shareholders
holding
securities in
demat mode
with CDSL

1. Existing user who have opted for Easi / Easiest
a. Visit URL:https://web.cdslindia.com/myeasi/home/login or
b. URL:www.cdslindia.com
c. Click on New System Myeasi
d. Login with your registered user id and password.
e. The user will see the e-Voting Menu. The Menu will have links of ESP
i.e. KFin e-Voting portal.
f. Click on e-Voting service provider name to cast your vote.
2. User not registered for Easi/Easiest
a. Option to register is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
b. Proceed with completing the required fields.
c. Follow the steps given in point 1
3. Alternatively, by directly accessing the e-Voting website of CDSL
a. Visit URL:www.cdslindia.com
b. Provide your demat Account Number and PAN No.
c. System will authenticate user by sending OTP on registered Mobile &
Email as recorded in the demat Account.
d. After successful authentication, user will be provided links for the
respective ESP, i.e., KFin where the e-Voting is in progress.

Individual
Shareholder
login through
their demat
accounts /
Website of DP

a.
You can also login using the login credentials of your demat account
through your DP registered with NSDL /CDSL for e-Voting facility.
b.
Once logged-in, you will be able to see e-Voting option. Once you click
on e-Voting option, you will be redirected to NSDL / CDSL Depository site
after successful authentication, wherein you can see e-Voting feature.
c.
Click on options available against company name or e-Voting service
provider – KFin and you will be redirected to e-Voting website of KFin for
casting your vote during the remote e-Voting period without any further
authentication.

Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites.

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Helpdesk for Individual Shareholders holding securities in Demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Securities held with NSDL	Please contact NSDL helpdesk by sending a request [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Securities held with CDSL	Please contact CDSL helpdesk by sending a request at [email protected] or contact at 022- 23058738 or 022-23058542-43

Details on Step 2:

II. Login method for e-Voting for shareholders other than Individual’s shareholders holding securities in demat mode and shareholders holding securities in physical mode.

A. Members whose email IDs are registered with the Transferee Company/ DPs, will receive an email from KFin which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:
i. Launch internet browser by typing the URL: https://evoting.kfintech.com/
ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) xxxx, followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFin for e-voting, you can use your existing User ID and password for casting the vote.
iii. After entering these details appropriately, click on “LOGIN”.
iv. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@, #, $, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
v. You need to login again with the new credentials.
vi. On successful login, the system will prompt you to select the “EVEN” i.e., ‘CreditAccess Grameen Limited- Court Convened Meeting” and click on “Submit”
vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

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viii. Members holding multiple folios/Demat accounts shall choose the voting process separately for each folio/ Demat accounts.
ix. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.
x. You may then cast your vote by selecting an appropriate option and click on “Submit”.
xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution (s), you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).
xii. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., authorizing its representative to attend the MEETING through VC / OAVM on its behalf and to cast its vote through remote e-voting. together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at email id [email protected] with a copy marked to [email protected]. The scanned image of the above-mentioned documents should be in the naming format “Corporate Name, Even No.”

B. Members whose email IDs are not registered/updated with the Transferee Company/DPs, and consequently the Notice of Meeting and e-voting instructions cannot be serviced, will have to follow the following process:

i. Members who have not registered/updated their email address and in consequence the Notice of meeting and e-voting instructions cannot be serviced, may temporarily get their email address and mobile number provided with KFin, by accessing the link: https://karisma.kfintech.com/emailreg. Members are requested to follow the process as guided to capture the email address and mobile number for sending the soft copy of the notice and e- voting instructions along with the User ID and Password. In case of any queries, member may write to [email protected].
ii. Alternatively, member may send an e-mail request at the email id [email protected] along with scanned copy of the signed copy of the request letter providing the email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Notice of Meeting and the e-voting instructions.
iii. After receiving the e-voting instructions, please follow all steps above to cast your vote by electronic means.
iv. Shareholders may also visit the website of the Transferee Company www.creditaccessgrameen.in or the website of the RTA evoting.kfintech.com for downloading the Notice of the Meeting.

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Details on Step 3:

II. Instructions for all the shareholders, including Individual, other than Individual and Physical, for attending the MEETING of the Transferee Company through VC/OAVM and e-Voting during the Meeting.

i. Member will be provided with a facility to attend the Meeting through VC / OAVM platform provided by KFin. Members may access the same at https://eMeetings.kfintech.com/ by using the e-voting login credentials provided in the email received from the Transferee Company/KFin. After logging in, click on the Video Conference tab and select the EVENT of the Transferee Company. Click on the video symbol and accept the Meeting etiquettes to join the Meeting. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned above.
ii. Facility for joining meeting though VC/ OAVM shall open at least 15 minutes before the commencement of the Meeting.
iii. Members are encouraged to join the Meeting through Laptops/ Desktops with Google Chrome (preferred browser), Safari, Internet Explorer, Microsoft Edge, Mozilla Firefox 22.
iv. Members will be required to grant access to the webcam to enable VC / OAVM. Further, Members connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
v. The Members who have not cast their vote through remote e-voting shall be eligible to cast their vote through e-voting system available during the Meeting. E-voting during the Meeting is integrated with the VC / OAVM platform. The Members may click on the voting icon displayed on the screen to cast their votes.
vi. A Member can opt for only single mode of voting i.e., through Remote e-voting or e-voting at the Meeting. If a Member casts votes by both modes, then voting done through Remote e-voting shall prevail and vote at the Meeting shall be treated as invalid.
vii. Facility of joining the Meeting through VC / OAVM shall be available for at least 2,000 members on first come first serve basis.
viii. Institutional Members are encouraged to attend and vote at the Meeting through VC / OAVM.

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A. In case of any query and/or grievance, in respect of voting by electronic means, Members may refer to the Help & Frequently Asked Questions (FAQs) and E-voting user manual available at the download section of https://evoting.kfintech.com (KFin Website) or contact at [email protected] or call KFin’s toll free No. 1-800-3454-001 for any further clarifications.
B. In case a person has become a Member of the Transferee Company after dispatch of Meeting Notice but on or before the cut-off date for E-voting, he/she may obtain the User ID and Password in the manner as mentioned below:
i. If the mobile number of the member is registered against Folio No./ DP ID Client ID, the member may send SMS: MYEPWD E-Voting Event Number + Folio No. or DP ID Client ID to 9212993399.
Example for NSDL:
MYEPWD IN12345612345678
Example for CDSL:
MYEPWD 1402345612345678
Example for Physical:
MYEPWD XXXX1234567890
ii. If e-mail address or mobile number of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.kfintech.com/ the member may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate a password.
iii. Members who may require any technical assistance or support before or during the Meeting are requested to contact KFin at toll free number 1-800-309-4001 or write to them at [email protected].

iv. Questions prior to NCLT Meeting : Shareholders who would like to express their views/ask questions during the meeting may log into https://emeetings.kfintech.com with the e-voting credentials and click on “Post your Questions” may post their queries/views/questions in the window provided by mentioning the name, demat account number/folio number, email id, mobile number. The posting of the questions shall commence on Wednesday, April 20, 2022, at 9:00 AM (IST) and will be closed on Saturday, April 23, 2022, at 5:00 PM. IST.

v. Speaker Registration : The Members who wish to speak during the meeting may register themselves as speakers for the NCLT meeting to express their views. They can visit https://emeetings.kfintech.com and login through the user id and password provided in the mail received from KFin. On successful login, select ‘Speaker Registration’ which will be opened on Wednesday, April 20, 2022, at 9:00 AM IST and will be closed on Saturday, April 23, 2022, at 5:00 PM. IST. Members shall be provided a ‘Queue Number’ before the meeting. The Company reserves the right to restrict the speakers at the NCLT meeting to only those Members who have registered themselves, depending on the availability of time for the meeting.

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The Results declared along with the Scrutinizer’s Report shall be placed on the Transferee Company’s website www.creditaccessgrameen.in and on the website of the KFin/RTA https://evoting.kfintech.com within 48 Hours from the conclusion of the Meeting and shall also be communicated to the stock exchanges where the Transferee Company’s shares are listed and also displayed on the notice board at the registered office of the Transferee Company.

By Order of NCLT, Bengaluru

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Date: March 23, 2022 Place: Bangalore

M. J. Mahadev Prakash Authorized Signatory / Head – Compliance, Legal & Company Secretary

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

CA (CAA) No.60/BB/2021

In the matter of the Companies Act, 2013;

AND

In the matter of Application under Sections 230 - 232 and other relevant provisions of the Companies Act, 2013;

AND

In the matter of Scheme of Amalgamation between Madura Micro Finance Limited and CreditAccess Grameen Limited and their respective Shareholders and Creditors.

BETWEEN

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…………...Transferor/Transferor Company

AND

CreditAccess Grameen Limited, a public limited company incorporated under the Companies Act, 1956 having CIN L51216KA1991PLC053425, and its Registered Office at New No. 49 (Old No.725), 46th Cross, 8th Block, Jayanagar (Next to Rajalakshmi Kalyana Mantapa) Bangalore, Karnataka 560070

…………...Transferee/Transferee Company

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EXPLANATORY STATEMENT UNDER SECTIONS 230(3) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6(3) OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 TO THE NOTICE OF THE TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF CREDITACCESS GRAMEEN LIMITED

This explanatory statement is being furnished pursuant to Sections 230(3), 232(1), 232(2) and 102 of the Companies Act, 2013 (“ Act ”) read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“ Rules ” and such explanatory statement, the “ Explanatory Statement ”).
This Explanatory Statement is a statement accompanying the notice convening the meeting of the equity shareholders of the Transferee Company (as defined hereinafter), pursuant to an order dated February 25 2022, passed by the Bengaluru Bench of the National Company Law Tribunal (“ NCLT ”) in the abovementioned company Scheme application No. CA (CAA)No.60/BB/2021(“ Order ”). The meeting of the equity shareholders of CreditAccess Grameen Limited is scheduled to be held on Monday, 25[th] day of April, 2022 at 11.00 AM, through video conferencing or other audio-visual means (“ VC/ OAVM ” and such meeting, the“ Meeting ”) to consider, and if thought fit, to approve, with or without modification(s), the scheme of amalgamation between Madura Micro Finance Limited (“ Transferor Company ”) and CreditAccess Grameen Limited (“ Transferee Company ”) and their respective shareholders and creditors pursuant to the provisions of Sections 230-232 and other applicable provisions of the Companies Act, 2013 (“ Act ” and such scheme, the “ Scheme ”). Capitalized terms used herein but not defined shall have the meaning assigned to them in the Scheme.
The proposed Scheme was placed before the audit committee (“ Audit Committee ”) of the Transferee Company at its Meeting held on November 27, 2019. On the basis of its evaluation and independent judgment and consideration of the Valuation Report dated November 27, 2019 submitted by BSR & Associates, LLP, Chartered Accountants (“ Valuation Report ”) and the Fairness Opinion dated November 27 2019, issued by Systematix Corporate Services Limited, a SEBI Registered Merchant Banker, explaining the rationale for its opinion as to the fairness of the Share Exchange Ratio (“ Fairness Opinion ”), the Audit Committee approved and recommended the Scheme to the board of directors (“ Board of Directors ”) of the Transferee Company.
The Board of Directors of the Transferee Company, at their Meeting held on November 27 2019, considered the Valuation Report, the Fairness Opinion and the independent recommendations of the Audit Committee and on the basis of their independent judgment, approved the Scheme, subject to the approval of the equity shareholders and creditors of the Transferee Company.
The Scheme, inter-alia, provides for the amalgamation of the Transferor Company with the Transferee Company and the dissolution of the Transferor Company without winding up and cancellation of the equity shares held by the Transferee Company in the Transferor Company. A copy of the Scheme, setting out the terms and conditions of the amalgamation of the Transferor

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Company with the Transferee Company, and which has been, inter-alia approved by the Audit Committee and the Board of Directors of the Transferee Company at their respective meetings held on November 27, 2019 and which was subsequently modified on January 22, 2020 and October 23, 2020 is enclosed as Annexure 1.

In terms of the Order, the quorum for the Meeting shall be 40% in total value of the shareholders either personally present or through proxy. As the Meeting is being held by VC/ OAVM (in terms of the Order), in accordance with the MCA Circulars, equity shareholders are not required to be physically be present at the Meeting venue, and no proxies may be appointed. In case the quorum as noted above for the Meeting is not present at the commencement of the meeting, the meeting shall be adjourned by 30 (thirty) minutes, and, thereafter, the persons present and voting shall be deemed to constitute the quorum. Further, in terms of the Order, the NCLT, has appointed Mr. Saji P. John as the Chairperson of the Meeting. The NCLT has also appointed Mr. Naman Gurumurthi Joshi, Practicing Company Secretary, as the Scrutinizer for the Meeting, including for any adjournment(s), if any thereof.
In accordance with the provisions of Sections 230-232 of the Act, the Scheme shall be considered as approved by the equity shareholders only if the Scheme is approved by a majority of persons representing 3/4[th] (three-fourth) in value of the equity shareholders of the Transferee Company, who votes through remote e-voting facility made available prior to, and e-voting facility made available during the Meeting through VC/ OAVM.
The Transferee Company has filed the Scheme with the Registrar of Companies, Bengaluru in Form No. GNL-1.

9. Details as per Rule 6(3) of the Rules:

(i) Details of the Order of the NCLT directing the calling, convening and conducting of the Meeting:

Please refer to paragraph no. 1 of this Explanatory Statement for date of the Order and the date, time and venue of the Meeting.

(ii) Details of the Transferee Company and the Transferor Company:

Sl.	Particulars	Transferee Company	Transferor Company
No.
1	Corporate Identification	L51216KA1991PLC053425	U65929TN2005PLC057390
	Number
2	Permanent Account Number	AAECS7201G	AAECM4849A
3	Date of Incorporation	12/06/1990	02/09/2005
4	Type of Company	Public Limited Company	Public Limited Company

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5	Registered office address	New No.49(OldNo725)	No. 36, II Main Road,
	and e-mail address	46th Cross,8th Block,	Kasturba Nagar, Adyar,
		Jayanagar	Chennai-600020
		Bangalore-560070	[email protected]
		[email protected]
6	Name of the Stock	i. BSE Limited; and	Unlisted Company
	Exchange(s) where	ii. National Stock Exchange	(Non-Convertible Debentures
	securities of Company(ies)	of India Limited	are listed on BSE Limited)
	are listed

(iii) Other Particulars of the Transferee Company as per Rule 6(3) of the Rules:

a. Summary of the main business carried on by the Transferee Company and the main objects as per the Memorandum of Association:

(A) The Transferee Company is primarily engaged in the business of providing financial services and is the largest microfinance institution in India. The Transferee Company offers a variety of financial and non-financial services including group lending (such as Income Generation Loans, Emergency Loans, Family Welfare Loans and Home Improvement Loans), retail finance (such as the Grameen Vikas Loan, the Grameen Udyog Loan, the Grameen Suvidha Loan and the Grameen Savaari Loan) and distributor products (such as insurance and the National Pension Scheme).
(B) The main objects of the Transferee Company as stated in its Memorandum of Association have been set out herein below:
a. To provide financial service to the general public including poor and needy who do not have access to the Banking system and small and micro enterprises including formation of self-help groups and micro credit.
b. To carry on all or any of the business of financiers of industrial, commercial and other enterprises and general financiers, lease financiers, promoters, brokers, and dealers of and in shares, stocks, debentures, securities, bonds, obligations, claims, licenses, and charges, financier for land, building, house, lease, negotiable instruments, decrees, book-debts, patents, factories, mines, industrial undertakings, business concerns, warehouses, property and rights of all kinds, agricultural land, farms, gardens, flats, showrooms, offices, residential units, shops and godowns, business of insurance agents, trust company, safe deposit company and such other business and acts required in connection therewith and to receive moneys on deposit or borrow and raise money provided that the company shall not carry on the business of Banking as defined under the Banking Regulation Act, 1949 and any business as prohibited under section 3 of the Prize chits and money circulation Scheme (Banking) Act 1978.
c. To carry on the business of consultants in capital market, to act as advisors to issues and others, whether by way of public offer or otherwise, of shares, stocks, debentures,

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  - bonds, units, participation certificates, deposit certificates, notes, bills, warrants, or any other instrument whether or not transferable or negotiable, commercial or other paper or scrip, to act as agents of and/or dealers in the securities, to act as discount houses for any of the securities, to act as financial consultants, joint managers, lead Managers, Co-Managers, advisers and counselors in investment and capital markets, to underwrite, sub-underwrite, or to provide stand by or procurement arrangement, to issue guarantees or to give any other commitments for subscribing or agreeing to subscribe or procure or agree to procure subscription for the securities, to manage portfolio investments, to provide financial and investment assistance for the purposes herein, to act as issue house, registrars to issue, transfer agents, for the securities, to manage and administer computer centers and clearing houses for the securities, to form syndicates or consortia of manager, agents and purchasers for or of any of the securities, to act as brokers, dealers and agents in connection with the securities, bullions and precious metals, to syndicate any financial arrangements whether in domestic market or in international market and whether by way of loan or guarantees or export and to undertake the work of factoring of bills and other commercial papers, and to arrange and/or co-ordinate documentation and negotiation in this regard subject to the provisions of securities contracts act and SEBI.

d. To carry on the sale and / or distribution of telecommunication products including SIM cards.
(C) Clause III B (20) of the Memorandum of Association of Transferee Company permits the arrangement envisaged under the Scheme.

b. Details of change of name, registered office and objects of the Transferee Company during the last five years:

(A) The Transferee Company was incorporated under the Companies Act, 1956 vide Certificate of Incorporation dated June 12, 1991 as Sanni Collection Private Limited. Thereafter, vide fresh Certificate of Incorporation dated March 14, 2008, the name of the Transferee Company was changed to Grameen Financial Services Private Limited. Further, vide fresh Certificate of Incorporation dated November 13, 2014, the name of the Transferee Company was changed to Grameen Koota Financial Services Private Limited. Subsequently, the Transferee Company was converted into a Public Limited company vide fresh Certificate of Incorporation dated December 18, 2017 and the name of the Transferee Company was changed to Grameen Koota Financial Services Limited. Finally, vide fresh Certificate of Incorporation dated January 12, 2018, the name of the Transferee Company was changed to its current name ‘CreditAccess Grameen Limited’.
(B) There has been no change in the registered office and objects of the Transferee Company during previous five years.

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c. Details of the capital structure of the Transferee Company including authorised, issued, subscribed and paid up share capital

(A) The authorized, issued, subscribed and paid-up share capital of the Transferee Company as on date is as under:

		Particulars	Value
		Authorized Share Capital:
		16,00,00,000 (Sixteen Crores) equity shares of Rs. 10 (Rupees Ten only) each	Rs. 160,00,00,000 (Rupees One Hundred and Sixty Crores only)
		Issued, Subscribed and Paid-up Share Capital:
		15,58,66,346 (Fifteen Crores Fifty-Eight Lakhs Sixty-Six Thousand Three Hundred and Forty- Six) fully paid up equity shares of Rs. 10 (Rupees Ten only) each	Rs.155,86,63,460 (Rupees One Hundred and Fifty-Five Crores Eighty- Six Lakhs Sixty-Three Thousand Four Hundred and Sixty only)

(B) The expected post-Scheme capital structure of the Transferee Company will be as follows:

Upon the Scheme becoming effective, the authorized capital of the Transferee Company will stand increased to Rs. 170,00,00,000 (Rupees One Hundred and Seventy Crores only) comprising of 17,00,00,000 (Seventeen Crore) equity shares of Re. 10 (Rupee Ten) each, in accordance with the provisions of the Act and pursuant to the Scheme.

New shares will be issued to the shareholders of the Transferor Company, whose names are registered in the register of members of the Transferor Company on the Record Date, as per the share exchange ratio and accordingly, the issued, subscribed and paid-up share capital of the Transferee Company will be changed to that extent.

d. Details of the promoters and directors of the Transferee Company along with their addresses:

(A) The details of the Promoters of the Transferee Company as on date are as set forth below:

		Name of the Promoter	CreditAccess India N. V.
		Address	WTC Amsterdam Tower C-10, Strawinskylaan 1043, 1077 XX
			Amsterdam, the Netherlands

(B) The Transferee Company has 7 (Seven) Directors as on date. The details of Directors are set forth below:

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Sl. No.	Directors	Designation	Address
1.	Mr. George Joseph	Chairman & Lead Independent Director	Melazhakath Arakkulam Idukki - 685591, Kerala
2.	Mr. Manoj Kumar	Independent Director	Flat No.24, Tower 05, Pebble Bay Apartments, Rajmahal Vilas Extension II, Bengaluru - 560094
3.	Ms.Sucharita Mukherjee	Independent Director	No.05, Flat No A1,1st Floor, Anugraha Apartments,4th Seaward Road, Valmiki Nagar, Thiruvanmiyur, Chennai - 600041
4.	Ms.LilianJessie Paul	Independent Director	Villa 1, Prestige Cedars, No.07, Convent Road, Richmond Town, Bangalore-560025
5.	Mr.SumitKumar	Nominee Director	B-1/1501, World Spa, Sector 30, Gurgaon-122001
6.	Mr.MassimoVita	Nominee Director	Polo Resident Building Unit # 3A, 20 SOI POLP, Wireless Road Lumpini, Pathumwan, Bangkok-10330
7.	Mr. Udaya Kumar Hebbar	Managing Director & CEO	#1001/C-2 South City Apartment, Bannerghatta Road, Arekere Mico Layout, Bangalore-560076

e. If the Scheme of Compromise or Arrangement relates to more than one company, the fact and details of any relationship subsisting between such companies who are parties to such Scheme of Compromise or Arrangement, including holding, subsidiary or of associate companies:

76.30% (Seventy-Six-point Three Zero percent) paid-up equity capital of the Transferor Company is held by the Transferee Company and accordingly, the Transferor Company is a Subsidiary of the Transferee Company.

f. The date of the Board meeting of the Transferee Company at which the Scheme was approved by the board of directors including the name of the directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution:

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The Board of the Transferee Company unanimously approved the Scheme at their meeting dated November 27, 2019. Details of the manner in which the directors of the Transferee Company voted at this meeting are as follows:

Sl. No.	Name of the Directors	Voted in favour/ against/ abstain
1.	Mr. Paolo Brichetti	Voted in favour
2.	Mr. R. Prabha	Voted in favour
3.	Mr. George Joseph	Voted in favour
4.	Mr. Manoj Kumar	Voted in favour
5.	Mr. Sumit Kumar	Voted in favour
6.	Mr. Udaya Kumar Hebbar	Voted in favour
7.	Mr. B R Diwakar	Voted in favour

g. No. of secured and unsecured creditors of the Transferee Company and the amount due to them as on March 31, 2021 is as under:

Creditors	No. of Creditors	Amount due
Unsecured Creditors	1	Rs. 25,00,00,000
Secured Creditors	61	Rs. 8,703,98,33,994

h. None of the Directors, the Key Managerial Personnel (as defined under the Act and Rules formed thereunder) of the Transferee Company and their respective Relatives (as defined under the Act and rules formed thereunder) have any interests, financial or otherwise in the Scheme except to their directorships/shareholding, if any in the Transferee Company and/ or the Transferor Company (as applicable).
i. The effect of the Scheme on the material interests of the Directors, Key Managerial Personnel and their respective relatives, is not any different from the effect on other shareholders of the Transferee Company. The details of the shareholding of the Directors and Key Managerial Personnel of the Transferee Company as on date of notice is as follows:

Sl. No.	Names and DIN	Designation	No. of shares and %	No. of shares and %
			Transferee Company	Transferor Company
1.	Mr. George Joseph DIN:00253754	Chairman & Lead Independent Director	1,000 shares / 0%	Nil
2.	Mr. Manoj Kumar DIN:02924675	Independent Director	Nil	Nil
3.	Ms. Sucharita Mukherjee DIN:02569078	Independent Director	Nil	Nil

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4.	Ms. Lilian Jessie Paul DIN: 02864560	Independent Director	Nil	Nil
5.	Mr. Sumit Kumar DIN:07415525	Nominee Director	Nil	Nil
6.	Mr. Massimo Vita DIN:07863194	Nominee Director	Nil	Nil
7.	Mr. Udaya Kumar Hebbar DIN:07235226	Managing Director & CEO	2,44,500 shares / 0.15%	Nil

j. Disclosure about the effect of the Scheme on the following persons:

Sl. No	Category of Stakeholder	Effect of the Scheme on Stakeholders

A	Shareholders	New shares will be issued to the shareholders of the
		Transferor Company, whose names are registered in
		the register of members of the Transferor Company on
		the Record Date, as per the share exchange ratio.

		The equity shares of the Transferee Company to be
		allotted to the members of the Transferor Company
		shall be allotted in the following manner:

		“157 fully paid up Equity Share of Rs. 10/- each of
		Transferee Company shall be issued and allotted for
		every 100 fully paid up equity shares of Rs. 10/- each
		held in the Transferor Company.”

		The shares allotted to shareholders of the Transferor
		Company by the Transferee Company as set out above
		shall rank pari-passu in all respects with the existing
		equity shares of the Transferee Company and shall be
		listed on BSE Limited and National Stock Exchange of
		India Limited.

		The authorised share capital of the Transferee
		Company will be increased to Rs.170,00,00,000
		(Rupees One Hundred and Seventy Crores only)
		comprising of 17,00,00,000 (Seventeen Crore) equity
		shares of Rs. 10 (Rupees Ten Only) each, in
		accordance with the provisions of the Act, pursuant to

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		the Scheme.

		The amalgamation will result in dilution of holding of
		the equity shareholders of the Transferee Company,
		and in turn result in an increase in the public float of
		the Transferee Company’s shares. This will in turn
		increase the trading stock of the shares of the
		Transferee Company.
B	Promoters	Please refer to point (A) above for details regarding the
		effect on the shareholders.

		The promoters of the Transferee Company shall
		continue to remain the promoters, even after the
		effectiveness of the Scheme. The promoter holding will
		dilute to the extent of allotment of new equity shares
		to the existing shareholders of the Transferor
		Company.
C	Non- Promoter Shareholders	Please refer to point (A) above for details regarding the
		effect on the shareholders.

D	Key Managerial Personnel	(i) The KMPs of the Transferee Company shall continue
	(“KMPs”), Director(s) and	as key managerial personnel of the Transferee
		Company after effectiveness of the Scheme, and as
	their Relatives
		such, there is no such effect of the Scheme on the

		KMPs or their relatives of Transferee Company


		(ii) The director(s) of the Transferee Company shall
		continue as director(s) of the Transferee Company
		after effectiveness of the Scheme, and as such,
		there is no such effect of the Scheme on the
		directors or their relatives of Transferee Company.
E	Employees	The Scheme will not have any effect on the employees
		of the Transferee Company.

F	Creditors	Under the Scheme, no arrangement is sought to be
		entered into between the Transferee Company and its
		creditors. The interest of the creditors of the
		Transferee Company shall not be impacted in any
		manner.
G	Depositors	Not Applicable. The Transferee Company does not
		have any Depositors.

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H	Debenture Holders	The Scheme will not have any effect on the Transferee
		Company’s Debenture Holders

I	Debenture trustee	The Scheme will not have any effect on the Transferee
		Company’s Debenture Trustees.
J	Deposit Trustee	Not Applicable. The Transferee Company does not
		have any Deposit Trustee.

k. Disclosure about effect of the Scheme on material interests of Directors, Key Managerial Personnel (KMP), debenture trustee and other stakeholders of the Transferee Company:

As per the table under paragraph 9(iii)(j) above.

l. Investigations or proceedings, if any, pending against the Transferee Company under the Act:

No investigation proceedings have been instituted and/ or are pending in relation to the Transferee Company under the Act.

(iv) Other Particulars of the Transferor Company as per Rule 6(3) of the Rules:

a. Summary of the main business carried on by the Transferor Company and the main objects as per the Memorandum of Association:

(A) The Transferor Company is primarily engaged in the business of providing financial services to the public, small and micro enterprises, self-help groups and micro credit including poor and needy who do not have access to formal banking system.
(B) The main objects of the Transferor Company as stated in its Memorandum of Association have been set out herein below:
a. To provide financial service to the public including poor and needy who do not have access to the Banking system and small and micro enterprises including formation of self-help groups and micro credit.
b. To carry on all or any of the business of financiers of industrial, commercial and other enterprises and general financiers, lease financiers, promoters, brokers, and dealers of and in shares, stocks, debentures, securities, bonds, obligations, claims, licenses, and charges, financier for land, building, house, lease, negotiable instruments, decrees, book-debts, patents, factories, mines, industrial undertakings, business concerns, warehouses, property and rights of all kinds, agricultural land, farms, gardens, flats, showrooms, offices, residential units, shops and godowns, business of

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insurance agents, trust company, safe deposit company and such other business and acts required in connection therewith and to receive moneys on deposit or borrow and raise money provided that the company shall not carry on the business of Banking as defined under the Banking Regulation Act, 1949 and any business as prohibited under section 3 of the Prize chits and money circulation Scheme (Banking) Act 1978.

c. To carry on the business of consultants in capital market, to act as advisors to issues and others, whether by way of public offer or otherwise, of shares, stocks, debentures, bonds, units, participation certificates, deposit certificates, notes, bills, warrants, or any other instrument whether or not transferable or negotiable, commercial or other paper or scrip, to act as agents of and/or dealers in the securities, to act as discount houses for any of the securities, to act as financial consultants, joint managers, lead Managers, Co-Managers, advisers and counsellors in investment and capital markets, to underwrite, sub-underwrite, or to provide stand by or procurement arrangement, to issue guarantees or to give any other commitments for subscribing or agreeing to subscribe or procure or agree to procure subscription for the securities, to manage portfolio investments, to provide financial and investment assistance for the purposes herein, to act as issue house, registrars to issue, transfer agents, for the securities, to manage and administer computer centers and clearing houses for the securities, to form syndicates or consortia of manager, agents and purchasers for or of any of the securities, to act as brokers, dealers and agents in connection with the securities, bullions and precious metals, to syndicate any financial arrangements whether in domestic market or in international market and whether by way of loan or guarantees or export and to undertake the work of factoring of bills and other commercial papers, and to arrange and/or co-ordinate documentation and negotiation in this regard subject to the provisions of securities contracts act and SEBI.
d. To carry on the sale and / or distribution of telecommunication products including SIM cards.
e. To engage in the business of producing information and education products in various forms including but not limited to web-based platforms, software, multimedia, films, village mapping activities and liaise, collaborate, enter joint ventures (other than as partner in any partnership arrangement with partnership firms contributing capital) with educational and similar institutions as deemed necessary either directly or through a subsidiary company.”
(C) Clause III B (23) of the Memorandum of Association of Transferor Company permits the arrangement envisaged under the Scheme.

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b. Details of change of name, registered office and objects of the Transferor Company during the last five years:

(A) There has been no change in the name, registered office and objects of the Transferor Company during the last five years.

c. Details of the capital structure of the Transferor Company including authorised, issued, subscribed and paid up share capital

(A) The authorized, issued, subscribed and paid-up share capital of the Transferor Company as on date is as under:

		Particulars	Value
		Authorized Share Capital:
		1,00,00,000 (One Crore) equity shares of Rs. 10 (Rupees Ten only) each	Rs.10,00,00,000 (Rupees Ten Crores only)
		Issued, Subscribed and Paid-up Share Capital:
		71,94,761 (Seventy-One Lakhs Ninety- Four Thousand Seven Hundred Sixty- One) equity shares of Rs. 10 (Rupees Ten only) each	7,19,47,610 (Rupees Seven Crores Nineteen Lakhs Forty-Seven Thousand Six Hundred and Ten only)

(B) The expected post-Scheme capital structure of the Transferor Company will be as follows:

The Scheme shall result in the amalgamation of the Transferor Company into the Transferee Company and dissolution of the Transferor Company without winding up and the consequent issuance of equity shares by the Transferee Company to the shareholders of Transferor Company. As such, pursuant to the Scheme, Transferor Company shall cease to exist.

d. Details of the promoters and directors of the Transferor Company along with their addresses:

(A) The details of the promoters of the Transferor Company as on date are as set forth below:

		Name of the Promoter	CreditAccess Grameen Limited
		Address	New No.49(Old No. 725), 46th Cross, 8thBlock, Jayanagar,
			Bangalore-560070 (KA)

(B) The Transferor Company has 7 (Seven) Directors as on date. The details of Directors are set forth below:

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Sl.	Name of the	Designation	Address
No.	Director
1.	Mr. George	Chairman &	Melazhakath Arakkulam Idukki -
	Joseph	Independent Director	685591, Kerala
2.	Mr. Manoj Kumar	Independent Director	Flat No.24, Tower 05, Pebble Bay
			Apartments, Rajmahal Vilas
			Extension II, Bengaluru - 560094

3.	Mr. N. C.	Independent Director	27, Papanasam Sivan Salai, Palace
	Sarabeswaran		Road, Mylapore, Chennai -
			600004 Tamil Nadu
4.	Ms. Tara	Non-executive	25, Bishop Garden, Greenways
	Thiagarajan	Director	Road, R A Puram, Chennai -
			600028 Tamil Nadu
5.	Mr. Frank	Non-executive	10/1, Ritherdon Road, Vepery,
	Solomon Mohan	Director	Chennai - 600007 Tamil Nadu
	Eddy
6.	Mr. Ram Diwakar	Non-executive	G-1004 Mantri Tranquil Apartment
	Boddupalli	Director	Kanakapura Road, Gubbalala,
			Bangalore-560061 Karnataka
7.	Mr. Udaya Kumar	Non-Executive	#1001/C-2 South City Apartment,
	Hebbar	Director	Bannerghatta Road, Arekere Mico
			Layout, Bangalore-560076

e. If the Scheme of Compromise or Arrangement relates to more than one company, the fact and details of any relationship subsisting between such companies who are parties to such Scheme of Compromise or Arrangement, including holding, subsidiary or of associate companies:

76.30% (Seventy-Six-point Three Zero percent Paid-up equity capital of the Transferor Company is held by the Transferee Company and accordingly, the Transferor Company is a Subsidiary of the Transferee Company.

f. The date of the Board meeting of the Transferor Company at which the Scheme was approved by the board of directors including the name of the directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution

The Board of Directors of the Transferor Company had unanimously approved the Scheme at their meeting dated November 27, 2019. Details of the manner in which the directors of the Transferor Company voted at this meeting are as follows:

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Sl. No.	Name of the Directors	Voted in favour/ against/ abstain
1.	Ms. Tara Thiagarajan	Voted in favour
2.	Mr. R Ramaraj	Voted in favour
3.	Mr. N. C. Sarabeswaran	Voted in favour
4.	Mr. Ashok Mirza	Voted in favour
5.	Ms. Siva Kameswari Vissa	Voted in favour
6.	Mr. Ajit Thomas	Voted in favour
7.	Mr. F. S. Mohan Eddy	Voted in favour
8.	Ms. Kavitha Vijay	Voted in favour

g. No. of secured and unsecured creditors of the Transferor Company and the amount due to them as on March 31, 2021 is as under:

Creditors	No of Creditors	Amount due
Unsecured Creditors	07	Rs. 260,00,00,000
Secured Creditors	41	Rs. 18,87,31,73,048

h. None of the Directors, the Key Managerial Personnel (as defined under the Act and Rules formed thereunder) of the Transferor Company and their respective Relatives (as defined under the Act and rules formed thereunder) have any interests, financial or otherwise in the Scheme except to their directorships/shareholding, if any in the Transferor Company and/ or the Transferor Company (as applicable).
i. The effect of the Scheme on the material interests of the Directors, Key Managerial Personnel and their respective relatives, is not any different from the effect on other shareholders of the Transferor Company. The details of the shareholding of the directors and Key Managerial Personnel of the Transferor Company as on date of notice is as follows:

Sl. No.	Name and DIN	Designation	No. of shares and %	No. of shares and %
			Transferor Company	Transferee Company
1.	Mr. George Joseph DIN:00253754	Chairman & Independent Director	Nil	1,000 shares / 0%
2.	Mr. Manoj Kumar DIN:02924675	Independent Director	Nil	Nil
3.	Mr. N. C. Sarabeswaran DIN: 00167868	Independent Director	Nil	Nil
4.	Ms. Tara Thiagarajan DIN: 02057039	Non-executive Director	8,99,345 shares / 12.50%	Nil

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5.	Mr. Frank Solomon Mohan Eddy DIN: 01633183	Non-executive Director	1,95,494 shares / 2.72%	Nil
6.	Mr. Ram Diwakar Boddupalli DIN: 02775640	Non-executive Director	Nil	2,10,000 shares / 0.13%
7.	Mr. Udaya Kumar Hebbar DIN: 07235226	Non-executive Director	Nil	2,44,500 shares / 0.15%

j. Disclosure about the effect of the Scheme on the following persons:

Sl.	Category of Stakeholder	Effect of the Scheme on Stakeholders
No.
A	Shareholders	New shares will be issued to the shareholders of the
		Transferor Company, whose names are registered in
		the register of members of the Transferor Company on
		the Record Date, as per the share exchange ratio.

		The equity shares of the Transferee Company to be
		allotted to the members of the Transferor Company
		shall be allotted in the following manner:

		“157 fully paid up Equity Share of Rs. 10/- each of
		Transferee Company shall be issued and allotted for
		every 100 fully paid up equity shares of Rs. 10/- each
		held in the Transferor Company.”

		The shares allotted to shareholders of the Transferor
		Company by the Transferee Company as set out above
		shall rank pari-passu in all respects with the existing
		equity shares of the Transferee Company and shall be
		listed on BSE Limited and National Stock Exchange of
		India Limited.

		The Shares held by the Transferee Company in the
		Transferor Company will stand cancelled pursuant to
		the Scheme.
B	Promoters	Upon the effectiveness of the Scheme, the Transferor
		Company shall be amalgamated with CreditAccess
		Grameen Limited (Transferee Company), the promoter
		of the Transferor Company.

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C	Non- Promoter Shareholders	Please refer to point (A) above for details regarding
		the effect on the shareholders.

D	Key Managerial Personnel	The directors and key managerial personnel of the
	(“KMPs”), Director(s)	Transferor Company and their respective relatives do
	and their Relatives	not have any material interest, concern or any other
		interest in the Scheme except to the extent of their

		shareholding in the Transferor Company and/ or the

		Transferee Company, as specified above.

		Further, the directors of the Transferor Company shall
		cease to hold the post of directorship after dissolution
		of the Transferor Company upon effectiveness of the
		Scheme, without having any adverse effect on them.
E	Employees	On the Scheme becoming effective, the employees of
		Transferor Company who are in employment as on the
		Effective Date (as defined in the Scheme) shall
		become and shall be deemed to have become the
		employees of the Transferee Company, without any
		interruption or break of service and on terms and
		conditions no less favorable than those applicable to
		them with reference to their employment in Transferor
		Company on the Effective Date (as defined in the
		Scheme).

		In the circumstances, the rights of the staff and
		employees of the Transferor Company would in no
		way be affected by the Scheme.
F	Creditors	Upon effectiveness of the Scheme, all liabilities of
		Transferor Company shall, without any requirement of
		any further act, instrument or deed, be transferred to,
		and vested in, or be deemed to be transferred to, and
		vested in, the Transferee Company so as to become
		from the effectiveness of the Scheme, the liabilities of
		the Transferor Company and the Transferee Company
		undertakes to meet, discharge and satisfy the same.

		Under the Scheme, there is no arrangement with the
		creditors of the Transferor Company. Upon
		effectiveness of the Scheme and as provided in the
		Scheme, the creditors of the Transferor Company shall
		become the creditors of the Transferee Company. No

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		compromise is offered under the Scheme to any of the
		creditors of Transferor Company. The liability of the
		creditors of Transferor Company, under the Scheme,
		is neither being reduced nor being extinguished. The
		creditors of Transferor Company would in no way be
		affected by the Scheme.
G	Depositors	Not Applicable. The Transferor Company does not
		have any Depositors.
H	Debenture holders,	Pursuant to the Scheme, the non-convertible
	Debenture trustee	debentures issued by the Transferor Company will be
		transferred to the Transferee Company and there will

		be no change in the terms and conditions of the issue
		and hence, the Debenture holders and debenture
		trustees of the Transferor Company shall not be in any
		way be affected by the Scheme.
I	Deposit Trustee	Not Applicable. The Transferor Company does not
		have any Deposit Trustee.

k. Disclosure about effect of the Scheme on material interests of Directors, Key Managerial Personnel (KMP), debenture trustee and other stakeholders of the Transferor Company

As per the table under clause paragraph 9(iv)(j) above.

l. Investigations or proceedings, if any, pending against the Transferor Company under the Act:

(a) No investigation proceedings have been instituted and/ or are pending in relation to the Transferor Company under the Act.
(b) However, it is disclosed that the Transferor Company has filed an application under Section 441(1) of the Act for compounding of a potential non-compliance under Section 67 and other applicable provisions of the Companies Act, 1956 in relation to equity shares being offered to the employees of the Transferor Company and certain other identified members in 2008. The matter is pending before the Regional Director, Chennai.
m. The Transferor Company shall file Form GNL-1 with the Registrar of Companies, Chennai upon the receipt of the Order by the Hon’ble Bench of NCLT, Chennai.

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10. Other details regarding the Scheme required as per Rule 6(3) of the Rules:

(i) Relationship between the Transferor Company and the Transferee Company:

The Transferor Company is a subsidiary of the Transferee Company, and 76.30% (SeventySix-point Three Zero percent) of the paid-up equity share capital of the Transferor Company is held by the Transferee Company. However, in terms of the Scheme, upon effectiveness of the Scheme, all equity shares of the Transferor Company held by the Transferee Company (directly and/or through nominees) shall stand cancelled without any further application, act or deed immediately following the issuance of shares by the Transferee Company to the other shareholders of the Transferor Company, pursuant to the Scheme.

Mr. George Joseph, Mr. Manoj Kumar and Mr. Udaya Kumar Hebbar are directors in both the Transferor Company as well as the Transferee Company.

(ii) Appointed Date, Effective Date, Record Date and Share Exchange Ratio for the Scheme:

Appointed Date: means the opening of business on April 01, 2020 or such other date as may be identified by the Transferee Company and approved by the National Company Law Tribunal, Bengaluru Bench and the National Company Law Tribunal, Chennai Bench.

Effective Date: means the date on which the last of the conditions in Clause 18 of the Scheme have been fulfilled in accordance with the Scheme.

Record Date: means the date to be fixed by the Board of the Transferee Company for determining the equity shareholders of the Transferor Company to whom equity shares of the Transferee Company shall be allotted pursuant to the Scheme.

Share Exchange Ratio: Upon the effectiveness of the Scheme, in consideration of the transfer of and vesting of the Undertaking of the Transferor Company in the Transferee Company and in terms of the Scheme, the Transferee Company shall, without any further act, instrument or deed, issue and allot to the equity shareholders of the Transferor Company (whose names are registered in the register of members of the Transferor Company on the Record Date, equity shares of face value of Rs. 10 (Rupees ten only) each credited as fully paid up of the Transferee Company in the ratio of 157 (one hundred and fifty-seven) equity shares of the face value of Rs. 10 (Rupees ten only) each of the Transferee Company for every 100 (one hundred) equity shares of Rs. 10 (Rupees ten only) each of the Transferor Company credited as fully paid-up.

(iii) Summary of the Valuation Report and the Fairness Opinion:

(a) The Valuation Report dated September 27, 2019 was issued by BSR & Associate, LLP, Chartered Accountants (appointed by the Transferee Company), describing inter-alia the

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computation of and the methodology adopted by them in arriving at the Share Exchange Ratio.

(b) The valuers have considered the Market Price Method (“ MP ”), Discounted Cash Flows Method (“ DCF ”), Comparable Companies Method (“ CoCo ”) and Comparable Transactions Method (“ CoTrans ”) for determining the relative value of the shares of the Transferee Company and Transferor Company in order to arrive at the Share Exchange Ratio for the Scheme.
(c) However, considering the nature of the transactions contemplated in the Scheme, the valuers have considered the Market Price, Comparable Companies - P/BV multiple and Comparable Transactions - P/BV multiple, to arrive at the value per equity share of the Transferee Company and Transferor Company.
(d) After considering the relevant factors and circumstances as mentioned in the Valuation Report, the valuer had recommended the Share Exchange Ratio for the amalgamation of the Transferee Company and Transferor Company as under:

“157 (One Fifty-Seven Only) equity shares of CAGL of INR 10 each fully paid up for 100 (One Hundred Only) equity shares of MMFL of INR 10 each fully paid up.”

(e) The Share Exchange Ratio has been approved by the Board of Directors and Audit Committee of both the Transferee Company as well as the Transferor Company at their respective meetings held on November 27, 2019. The Valuation report is annexed as Annexure 2.
(f) A Fairness Opinion dated November 27, 2019 was issued by Systematix Corporate Services Limited, a SEBI Registered Merchant Banker, explaining the rationale for its opinion as to the fairness of the Share Exchange Ratio from a financial point of view. It is annexed as Annexure 4.

(iv) Details of capital restructuring:

Upon the effectiveness of the Scheme, in consideration of the transfer of and vesting of the Undertaking of the Transferor Company in the Transferee Company and in terms of the Scheme, the Transferee Company shall, without any further act, instrument or deed, issue and allot to the equity shareholders of the Transferor Company (whose names are registered in the register of members of the Transferor Company on the Record Date, equity shares of face value of Rs. 10 (Rupees ten only) each credited as fully paid up of the Transferee Company in the following ratio: 157 (one hundred and fifty-seven) equity shares of the face value of Rs. 10 (Rupees ten only) each of the Transferee Company for every 100 (one hundred) equity shares of Rs. 10 (Rupees ten only) each of the Transferor

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Company credited as fully paid-up.

Please refer to paragraph 9(iii)(c) and paragraph 9(iv)(c) above for additional details in this regard.

(v) Details of debt restructuring:

There is no debt restructuring of the Transferor Company or the Transferee Company being undertaken pursuant to the Scheme.

(vi) Summary of Accounting Treatment:

Upon the Scheme coming into effect, the Transferee Company shall account for the amalgamation in its books of accounts, in accordance with accounting principles as laid down in Ind AS-103 notified under Section 133 of the Act and under the Companies (Indian Accounting Standards) Rules, 2015, as may be amended from time to time. Please refer to Clause 14 of the Scheme for additional details in this regard.

(vii) Rationale and Benefits of the Scheme, as perceived by the Board of the Transferee Company:

The Transferor Company and the Transferee Company are engaged in the business activities that are similar to each other. The Amalgamation inter-alia results in the following benefits:

(A) The Amalgamation will provide the Transferee Company access to a large and unique client base of the Transferor Company, specifically in Tamil Nadu.
(B) The Amalgamation would result in the geographical diversification of the portfolio of the Transferee Company and strengthens its leadership position in the microfinance market. The combined portfolio would approximately be Rs. 10,000 crores, with approximately 37 lakh borrowers and more than 1,300 branches spread across 13 states and 1 union territory in India (as of September 30, 2019).
(C) The Amalgamation would create value to various stakeholders including shareholders, creditors, customers, and employees as the combined business would benefit from increased scale, wider product diversification, focused growth, stronger balance sheet and the ability to drive synergies across revenue opportunities, operating efficiencies and cost savings through economies of scale amongst others.
(D) The Transferor Company is at the forefront of technology integration in business and data analytics and the Amalgamation would result in the Transferee Company benefiting from the business and data analytics strengths of the Transferor Company.

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(E) The Amalgamation would provide greater strength and efficiency in management and access to greater cash flow which can be deployed to efficiently fund growth.
(F) The Transferee Company can leverage the Transferor Company’s loan book, and the Transferee Company’s low cost of borrowing can potentially enable repricing of liabilities of the Transferor Company, generating higher spreads for the combined organization.

The Amalgamation shall take place with effect from the Appointed Date (as defined hereinafter) in accordance with Section 2(1B) of the Income-tax Act, 1961. If any provisions of the Scheme are found to be inconsistent with Section 2(1B) of the Income-tax Act, 1961, including as a result of an amendment of law or for any other reason whatsoever, the Scheme shall stand modified to the extent necessary to comply with Section 2(1B) of the Income Tax Act, 1961.

(viii) The pre-Scheme and post-Scheme shareholding patterns of the Transferee Company is enclosed as Annexure 9.
(ix) Details of availability of the following documents for obtaining extracts from or making or obtaining copies:

The following documents will be available for obtaining extract from or for making or obtaining copies of or for inspection by the members and creditors of the Transferee Company at its Registered Office at No. 49, 46th Cross, 8th Block, Jayanagar, Bengaluru - 560070 (Karnataka) between 10.00 A.M. to 4.00 P.M. on any working day up to the date of the Meeting:

(A) Certified copy of the order passed by the Bengaluru Bench of the NCLT dated February 25, 2022 directing the Transferee Company to convene the Meeting/ dispensing with the meetings of secured creditors and unsecured creditors of the Transferee Company, respectively;
(B) Copy of the Scheme;
(C) Copies of the Memorandum of Association and Articles of Association of the Transferee Company and Transferor Company;
(D) Copies of the audited financial statements of the Transferee Company and the Transferor Company as on March 31, 2021, and unaudited financial statements along with limited review report of the Statutory Auditors of the Transferee Company and the Transferor Company as on December 31, 2021, as well as Limited Review Report and unaudited consolidated financial statements of the Transferee Company as on December 31, 2021;

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(E) Register of directors and key managerial personnel and their shareholding in the Transferee Company and Transferor Company;
(F) Copies of the Observation Letters dated May 07, 2021 issued by BSE Limited and National Stock Exchange of India Limited to the Transferee Company;
(G) Fairness Opinion dated November 27, 2019 issued by Systematix Corporate Services Limited, a SEBI registered merchant banker, to the Transferee Company and the Transferor Company;
(H) Valuation Report dated November 27, 2019 issued by BSR & Associates, LLP, Chartered Accountants, to the Transferee Company and the Transferor Company;
(I) Certificate dated November 27, 2019 issued by M/s. S.R. Batliboi & Co., LLP, Chartered Accountants and Certificate dated July 03, 2021 issued by M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants, to the effect that the accounting treatment, if any, proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act;
(J) Complaints Report dated December 10, 2020 submitted to BSE Limited and Complaints Report dated January 04, 2021 submitted to National Stock Exchange of India Limited;
(K) Copy of the Audit Committee Report dated November 27, 2019 of the Transferee Company;
(L) Certified true copies of the resolutions dated November 27, 2019 and subsequent resolutions passed by the Board of Directors of the Transferee Company and Transferor Company approving/amending the Scheme, as the case may be;
(M) Copies of the contracts of the Transferor Company and the Transferee Company which are material to the Scheme;
(N) Copies of the reports adopted by the Board of Directors of the Transferee Company and Transferor Company pursuant to Section 232(2)(c) of the Act;
(O) Copies of Form No. GNL-1 filed by the Transferee Company with the Registrar of Companies along with challan, evidencing fling of the Scheme; and
(P) Abridged prospectus for the Transferor Company (in the format specified in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018).

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(x) Details of approvals, sanctions or no-objection(s) from regulatory or any other governmental authorities required, received or pending for the purpose of the Scheme:

(A) The equity shares of the Transferee Company are listed on BSE Limited and National Stock Exchange of India Limited. The Transferee Company had received observation letters regarding the Scheme from the National Stock Exchange of India Limited and from BSE Limited on May 07, 2021. In terms of the observation letters, BSE Limited and National Stock Exchange of India Limited conveyed their no adverse observations/no objection to the Scheme. Copies of the observation letters dated May 07, 2021 as received from the National Stock Exchange of India Limited and BSE Limited are enclosed as Annexure 5A and Annexure 5B respectively.
(B) The Transferee Company being a Non-Banking Financial Company, is regulated by the Reserve Bank of India as well and accordingly, it has obtained the in-principle approval of the RBI on February 19, 2020.
(C) The Transferor Company has approached the National Company Law Tribunal, Chennai Bench to seek necessary orders for dispensation of the meetings of its secured and unsecured creditors and to convene the meeting of the equity shareholders for approval of the Scheme. The Scheme was filed by the Transferor Company with the Chennai Bench of the NCLT on August 03, 2021, and the Chennai Bench of the NCLT is yet to give directions to convene/ dispense with the meeting of the equity shareholders/ secured creditors/ unsecured creditors (as the case may be) of the Transferor Company.
(D) The Scheme was filed by the Transferee Company with the Bengaluru Bench of the NCLT on July 16, 2021, and the Bengaluru Bench of the NCLT has given directions to convene the meeting of the equity shareholders of the Transferee Company vide the Order pronounced on February 25, 2022.
(E) The Scheme is subject to approval by the requisite majority of the shareholders, secured creditors and unsecured creditors (as may be applicable) of the Transferor Company and the Transferee Company in terms of the applicable provisions of the Act and the Rules. Further, in terms of the said provisions and the Order of the Bengaluru Bench of the NCLT, the consent of the secured and unsecured creditors (including debenture holders) of the Transferee Company, have been obtained and the Bengaluru Bench of the NCLT, has granted dispensation for holding their meetings.
(F) The Scheme is conditional and subject to necessary sanctions and approvals as set out in the Scheme.
(G) The Transferor Company is an unlisted entity. Accordingly, the applicable information

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of the Transferor Company in the format specified for an abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations along with the due diligence certificate by CapitalSquare Advisors Private Limited, Merchant Bankers, is enclosed as Annexure 7.

(xi) Salient features of the Scheme:

The salient features of the Scheme are extracted below. The capitalized terms used herein below, shall have the meaning ascribed to such terms in the Scheme:

Definitions

Appointed Date: means the opening of business on April 01, 2020 or such other date as may be identified by the Transferee Company and approved by the Tribunals.

Effective Date : means the date on which the last of the conditions in Clause 18 of the Scheme have been fulfilled in accordance with the Scheme.

Undertaking means all the businesses, undertakings, properties, investments and liabilities of the Transferor Company on a going concern basis and includes all:

a) assets (whether movable or immovable, present, future or contingent, tangible or intangible), electrical fittings, equipment, installations, computers, vehicles, furniture, fixtures, office equipment, investments (including share application monies, shares, scrips, stocks, bonds, debenture stocks, units or pass through certificates, securities, benefits of assets or properties or other interest held in trust, cash balances, deposits, loans, advances, contingent rights or benefits, book debts, receivables, actionable claims, earnest moneys, financial assets, funds, benefit of any security arrangements or under any guarantees, reserves and provisions of the Transferor Company;
b) contracts and arrangements of all kind, hire purchase contracts, rights and benefits under any agreement, all contractual rights including title, interests, refunds, other benefits (including indemnities given for the benefit of the Transferor Company), assets held by or relating to any Transferor Company employee benefit plan, derivative instruments, forward contracts, insurance claims receivable, incentives, credits, rights, easements, privileges, liberties and advantages of whatsoever nature and wheresoever situate belonging to or in the ownership, power or possession and in the control of or vested in or granted in favour of or enjoyed by the Transferor Company or in

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connection with or relating to the Transferor Company and all other interests of whatsoever nature belonging to or in the ownership, power, possession or the control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Transferor Company;

c) all licenses, consents, permits, approvals, registrations, exemptions, no-objection certificates, municipal permissions, registrations entitlements, assignments, permissions, incentives, subsidies, concessions, grants, rights, claims, tenancy rights, liberties, special status and other benefits or privileges and claims as to quotas, rights, engagements, arrangements, authorities, allotments, security arrangements and all other approvals of every kind, nature and description whatsoever; rights to use and avail of telephones, facsimile, email, internet, leased line connections, installations and utilities for the benefit of or used by the Transferor Company;
d) all tax deferrals and benefits, sales tax deferrals, tax credits, all tax liabilities and tax holiday benefit for the benefit of the Transferor Company;
e) all liabilities and obligations of whatsoever kind including secured and unsecured debts (whether in Indian rupees or foreign currency), sundry creditors, employee related liabilities, liabilities relating to payment of gratuity, pension benefits, provident fund, employee related compensations and benefits, and other liabilities (including contingent liabilities), duties and obligations of the Transferor Company;
f) books, records, papers, files, lists of customers, borrowers, lenders and suppliers, other customer information and all other records and documents, whether in physical or electronic form of the Transferor Company;
g) all intellectual property rights, claims as to any patents, brands, trademarks, licenses, marketing authorisations, approvals, marketing tangibles, designs, software, trade and service names and marks, brands, patents, copyrights, licenses, computer programs, manuals, data, catalogues, sales material whether owned by, licensed to or assigned to the Transferor Company; and
h) all permanent employees engaged by the Transferor Company as on the Effective Date, including all employee benefits such as provident fund, employees state insurance, gratuity fund and superannuation fund.

11. Issue of Equity Shares

11.1. The provisions of this Part III shall operate notwithstanding anything to the contrary in any other instrument, deed or writing.

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11.2. Issue of New Equity Shares by the Transferee Company

(i) Upon the effectiveness of the Scheme, in consideration of the transfer of and vesting of the Undertaking of the Transferor Company in the Transferee Company and in terms of the Scheme, the Transferee Company shall, without any further act, instrument or deed, issue and allot to the equity shareholders of the Transferor Company (whose names are registered in the register of members of the Transferor Company on the Record Date, equity shares of face value of Rs. 10 (Rupees ten only) each credited as fully paid up of the Transferee Company in the ratio of 157 (one hundred and fifty-seven) equity shares of the face value of Rs. 10 (Rupees ten only) each of the Transferee Company for every 100 (one hundred) equity shares of Rs. 10 (Rupees ten only) each of the Transferor Company credited as fully paid-up (the “ Share Exchange Ratio ”) (the “ New Equity Shares ”).
(ii) Notwithstanding anything contained under the Act, pursuant to the provisions of Sections 230-232 of the Act, the existing shareholding of the Transferee Company in the Transferor Company shall stand cancelled immediately following the issuance of the New Equity Shares in accordance with the Scheme without any further act, instrument or deed.
(iii) Where New Equity Shares are to be allotted to heirs, executors or administrators or as the case may be, to successors of deceased equity shareholders of the Transferor Company, the concerned heirs, executors, administrators or successors shall be obliged to produce evidence of title satisfactory to the Board of the Transferee Company.
(iv) The New Equity Shares shall, in compliance with the applicable regulations, be listed and admitted to trading on the Stock Exchanges, where the equity shares of Transferee Company are listed and admitted to trading. The Transferee Company shall enter into such arrangements and give such confirmations and/or undertakings as may be necessary in accordance with applicable laws or regulations for complying with the listing requirements of the Stock Exchanges. The New Equity Shares shall remain frozen in the depositories system till listing/trading approvals are provided by the Stock Exchanges.
(v) The New Equity Shares will be allotted in dematerialized form to the shareholders of the Transferor Company, provided that all details relating to the account with the depository participant are available to the Transferee Company. Equity shareholders of the Transferor Company who do not provide their details relating to the account with the depository participant will be distributed New Equity Shares in physical form unless such details are communicated in writing by the shareholders on or before

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such date as may be determined by the Board of the Transferee Company.

(vi) The New Equity Shares shall be subject to the memorandum of association and articles of association of the Transferee Company and shall rank paripassu in all respects with the existing equity shares of the Transferee Company including entitlement in respect of dividends. The issue and allotment of the New Equity Shares by the Transferee Company to the members of the Transferor Company as provided in this Scheme is an integral part hereof and shall be deemed to have been carried out pursuant to and in accordance with all provisions of the Act and other applicable law.
(vii) No fractional certificates, entitlements or credits shall be issued or given by the Transferee Company in respect of the fractional entitlements, if any, to which the shareholders of the Transferor Company are entitled on the issue and allotment of equity shares by the Transferee Company in accordance with this Scheme. If any members of the Transferor Company have a shareholding such that such members become entitled to a fraction of a New Equity Share, the Board of the Transferee Company may:
a. consolidate all such fractional entitlements, issue and allot such fractional entitlements directly to a nominee to be appointed by the Board of Directors of the Transferee Company, who shall hold such fractional entitlements with all additions or accretions thereto in trust for the benefit of the respective shareholders to whom they belong for the specific purpose of selling such fractional entitlements in the market at such price or prices and at such time or times as the nominee may in its sole discretion decide and on such sale pay to the Transferee Company the net sale proceeds thereof and any additions and accretions, whereupon the Transferee Company shall, subject to withholding tax and expenses, if any, distribute such sale proceeds to the shareholders of the Transferor Company in proportion to their respective fractional entitlements; or
b. adopt any other procedure as permitted under applicable law to deal with such fractional entitlements.

15. Dissolution of Transferor Company

On the coming into effect of this Scheme, the Transferor Company shall stand dissolved without winding-up, and the Board of the Transferor Company shall without any further act, instrument or deed be and stand dissolved.

A copy of the Scheme is enclosed as Annexure 1 to this Notice and Explanatory Statement. The Scheme is not prejudicial to the interest of the shareholders and creditors of the Transferee Company.

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The features set out above being only the salient features of the Scheme, which are subject to details set out in the Scheme, the equity shareholders are requested to read the entire text of the Scheme (annexed herewith) to get fully acquainted with the provisions thereof and the rationale and objectives of the Scheme.

(xii) Documents required to be circulated for the Meeting under Section 232(2) of the Act and SEBI Scheme Circular:

As required under Section 232(2) of the Act and paragraph 8 of the SEBI Scheme Circular, the following documents are being circulated with this notice and the explanatory statement:

(A) Scheme of amalgamation between the Transferor Company and Transferee Company, and their respective shareholders and creditors, under Sections 230-232 of the Companies Act, 2013, enclosed as Annexure 1 .
(B) Valuation Report dated November 27, 2019, issued by M/s BSR & Associates, LLP, Chartered Accountants, to the Transferee Company and the Transferor Company enclosed as Annexure 2.
(C) Certificate dated November 27, 2019, issued by Messrs. S. R. Batliboi & Co., LLP, Chartered Accountants and Certificate dated July 03, 2021, issued by M/s PKF Sridhar & Santhanam LLP, Chartered Accountants, to the effect that the accounting treatment, if any, proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013, enclosed as Annexure 3A and Annexure 3B respectively.
(D) Fairness Opinion dated November 27, 2019 issued by Systematix Corporate Services Limited, to the Transferee Company and the Transferor Company, enclosed as Annexure 4.
(E) Observation Letters dated May 07, 2021 issued by BSE Limited and National Stock Exchange of India Limited to the Transferee Company, enclosed as Annexure 5A and Annexure 5B respectively.
(F) Reports adopted by the Board of Directors of the Transferee Company and Transferor Company pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013, enclosed as Annexure 6A and Annexure 6B respectively.
(G) Abridged prospectus for the Transferor Company (in the format specified in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018), along with the due diligence certificate dated March 17, 2022, issued by CapitalSquare Advisors Private Limited, Merchant Bankers, enclosed as Annexure 7.

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(H) Complaints Report dated December 10, 2020 submitted to BSE Limited and Complaints Report dated January 04, 2021 submitted to National Stock Exchange of India Limited, by the Transferee Company, enclosed as Annexure 8A and Annexure 8B respectively.
(I) Pre-scheme and post-scheme shareholding pattern of the Transferee Company and Transferor Company, enclosed as Annexure 9 respectively.
(J) Unaudited financial statements along with the limited review report of the statutory auditors of the Transferee Company and Transferor Company as on December 31, 2021, enclosed as Annexure 10A and Annexure 10B respectively.
(K) Copies of Form GNL-1 filed by the Transferor Company and the Transferee Company with the Registrar of Companies, enclosed as Annexure 11.
(L) Copy of the Compliance Report certified by the Company Secretary, Chief Financial Officer and the Managing Director of the Transferee Company, confirming the compliance with various regulatory requirements specified for schemes of arrangement and all accounting standards, enclosed as Annexure 12 .
(M) Copy of Order dated February 25, 2022, issued by Hon’ble National Company Law Tribunal, Bengaluru Bench, with regard to Scheme of Amalgamation between Madura Micro Finance Limited, CreditAccess Grameen Limited and their respective shareholders and creditors, under Sections 230-232 of the Companies Act, 2013, enclosed as Annexure 13.

This statement may be treated as an Explanatory Statement under Section 230(3), 232(1), 232(2) and 102 of the Act and the statement for the purposes of Rule 6(3) of the Rules.

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Date: March 23, 2022 Place: Bangalore

M. J. Mahadev Prakash Authorized Signatory / Head – Compliance, Legal & Company Secretary

No. 49, 46[th] Cross 8[th] Block, Jayanagar Bengaluru -560070 (Karnataka) CIN: L51216KA1991PLC053425

Encl.: As above

Annexure 1

SCHEME OF AMALGAMATION

BETWEEN

MADURA MICRO FINANCE LIMITED

TRANSFEROR COMPANY

CREDIT ACCESS GRAMEEN LIMITED

TRANSFEREE COMPANY

AND

THEIR RESPECTNE SHAREHOLDERS AND CREDITORS

UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

Preamble

This scheme of amalgamation ("Scheme", as more particularly defined hereinafter) is presented under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 between Madura Micro Finance Limited ("Transferor Company"), CreditAccess Grameen Limited ('"Transferee Company") and their respective shareholders and creditors. This Scheme provides, amongst other matters, for the amalgamation of the Transferor Company into the Transferee Company and the consequent issuance of equity shares by the Transferee Company to the shareholders of the Transferor Company under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (the "Amalgamation").

The Transferee Company proposes to acquire 76.34% of the share capital of the Transferor Company prior to the filing of this Scheme with the Tribunal (as defined hereinafter).

PART I - GENERAL

A. Description of Companies

I. Transferor Company

1.1 The Transferor Company is a public limited company with corporate identification number U65929TN2005PLC057390 and was incorporated vide certificate of incorporation dated September 02, 2005 as a public company limited by shares. The registered office of the Transferor Company is located at No. 36, II Main Road, Kasturba Nagar, Adyar, Chennai, Tamil Nadu 600020. The Transferor Company is registered with the RBI (as defined hereinafter) as a non-deposit taking, non-banking financial company - micro finance institution. The debentures issued by the Transferor Company are listed on the BSE (as defined hereinafter).

1.2 The main objects of the Transferor Company as stated in its memorandum of association include:

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Annexure 2

Annexure 3A

Annexure 3B

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Madura Micro Finance Limited No 36, Second Main Road Kasturba Nagar, Adyar Chennai- 600 020

Statutory Auditors' Certificate certifying the proposed accounting treatment contained in the Draft Scheme of Amalgamation

This certificate is issued in accordance with the terms of our engagement letter dated 22[nd] February 2021.
We, PKF Sridhar & Santhanam LLP Chartered Accountants, the Statutory Auditors of Madura Micro Finance Limited (the "Transferor Company" / the "Company"), have examined the proposed accounting treatment specified in Clause 14 with regard to the Amalgamation between Madura Micro Finance Limited and CreditAccess Grameen Limited (hereinafter referred to as the "Transferee Company"); as specified in the Draft Scheme of Amalgamation (the "Draft Scheme") between the Transferor Company and the Transferee Company in terms of the provisions of Sections 230 to 232 and other applicable provisions or the Companies Act, 2013 and rules framed thereunder with reference to its compliance with the applicable Indian Accounting Standards notified under Section 133 of the Companies Act, 2013, read with the rules made there under and other generally accepted accounting principles in India.

Management's responsibility

The responsibility for the preparation of the Draft Scheme, it's proprietary and its compliance with the relevant laws and regulations, including the applicable Indian Accounting Standards read with the rules made there under and other generally accepted accounting principles in India as aforesaid, is that of the Boards of Directors of the companies involved. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Draft Scheme and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances.

Auditor's responsibility

Our responsibility is to examine and report to provide reasonable assurance as to whether the proposed accounting treatment referred to in Clause 14 of the Draft Scheme referred to above comply with the applicable Indian Accounting Standards. Nothing contained in this Certificate, nor anything said or done in the course of, or in connection with the services that are subject to this Certificate, will extend any duty of care that we may have in our capacity of the statutory auditors of any financial statements of the Company.
We carried out our examination in accordance with the Guidance Note on reports or Certificates for Special Purposes, issued by the Institute of Chartered Accountants of India (“ICAI”) and Standards on Auditing specified under Section 143(10) of the Companies Act,

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2013, in so far as applicable for the purpose of this certificate. This Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by ICAI.

We have complied with the relevant applicable requirements of the Standard on Quality Control (“SQC”) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements. Further, our examination did not extend to any other parts and aspects of legal or proprietary nature in the aforesaid Scheme.

Opinion

Based on our examination of the draft scheme of amalgamation and according to the information and explanations given to usm upon the Draft Scheme becoming effective, the Transferor Company shall stand dissolved withoutbeing wound up, without any further act, instrument or deed and there is no accounting treatment prescibed under this Draft Scheme which would have any impact or need to be reflected in the books of the Transferor company.
For ease of references the Draft Scheme, duly authenticated on behalf ot the Company is reproduced in Annexure 1 to this Certificate and is initialled by us only for the purposes of identiifcation.

Restriction on use

This certificate is issued at the request of the Company for onward submission to Securities and Exchange Board of India, BSE Limited, the National Stock Exchange of India Limited, National Company Law Tribunal (NCLT) and other regulatory authortities for the above mentioned purpose as specified in Paragraph 2. This certiifcate should not be used for any other purpose without our prior written consent. Accordingly, we do not accept or assume any liability or any duety of care for any other purpose or to any other person to whom our certificate is shown or into whose hands it may come without our prior consent in writing.

S Narasimhan

Membership No: 206047 Partner

Digitally signed by SRINIVASAN SRINIVASAN NARASIMHAN NARASIMHAN Date: 2021.07.03 17:23:00 +05'30'

Place: Chennai Date: 03 Jul 2021 UDIN: 21206047AAAACF3686

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Annexure 4

Annexure 5A

BSE Limited Registered Office: Floor 25, P J Towers, Dalal Street, Mumbai – 400 001, India T : +91 22 2272 8045 / 8055 F : +91 22 2272 3457 www.bseindia.com Corporate Identity Number: L67120MH2005PLC155188

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DCS/AMAL/PB/R37/1950/2021-22

“E-Letter”

May 7, 2021

The Company Secretary, CreditAccess Grameen Ltd

New No. 49 (Old No. 725), 8th Block, 46th Cross, Jayanagar, Next to Rajalakshmi Kalyan Mantap, Karnataka, 560071

Sir,

Sub: Observation letter regarding Draft Scheme of Amalgamation between Madura Micro Finance Limited and CreditAccess Grameen Limited and their respective shareholders and creditors.

We are in receipt of the Draft Scheme of Amalgamation of CreditAccess Grameen Limited filed as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017; SEBI vide its letter dated May 7, 2021 has inter alia given the following comment(s) on the draft scheme of Reduction:

“Company shall duly comply with various provisions of the Circular.”
“Company shall ensure that additional information and undertakings, if any, submitted by the Company, after filing the Scheme with the Stock Exchanges, and from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges.”
“Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the company is obliged to bring the observations to the notice of NCLT."
“It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.”

Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:

To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.
To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.
To duly comply with various provisions of the circulars.

In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon’ble NCLT.

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose information about unlisted company involved in the format prescribed for abridged prospectus as specified in the circular dated March 10, 2017.

Kindly note that as required under Regulation 37(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be six months from the date of this Letter, within which the scheme shall be submitted to the NCLT.

The Exchange reserves its right to withdraw its ‘No adverse observation’ at any stage if the information submitted to the Exchange is found to be incomplete / incorrect / misleading / false or for any

BSE - PUBLIC

contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities.

Please note that the aforesaid observations does not preclude the Company from complying with any other requirements.

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon’ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking Exchange’s representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted. You may please refer to circular dated February 26, 2019 issued to the company.

Yours faithfully,

Sd/-

Nitinkumar Pujari Senior Manager

BSE - PUBLIC

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Annexure 5B
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Ref: NSE/LIST/25240_III

May 7, 2021

The Company Secretary CreditAccess Grameen Limited #49, 46[TH] Cross, 8[TH] Block Jayanagar, Bengaluru-560070

Kind Attn.: Mr. M. J. Mahadev Prakash

Dear Sir,

Sub : Observation Letter for Draft Scheme of Amalgamation between Madura Micro Finance Limited, CreditAccess Grameen Limited and their respective shareholders and creditors

We are in receipt of the Draft Scheme of Amalgamation between Madura Micro Finance Limited (“Transferor Company”), CreditAccess Grameen Limited (“Transferee Company”) and their respective shareholders and creditors vide application dated November 09, 2020.

Based on our letter reference no Ref: NSE/LIST/25240 submitted to SEBI and pursuant to SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 (‘Circular’), kindly find following comments on the draft scheme:

a. The Company shall ensure that additional information, if any, submitted by the Company, after filing the Scheme with the Stock Exchange and from the date of the receipt of this letter is displayed on the website of the listed company.
b. The Company shall duly comply with various provisions of the Circular.
c. The Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the company is obliged to bring the observations to the notice of NCLT.
d. It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/ observation/ representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/ representations.

Confidential

Continuation Sheet

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Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No-objection” in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines / Regulations issued by statutory authorities.

The validity of this “Observation Letter” shall be six months from May 07, 2021 within which the scheme shall be submitted to NCLT.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37(1) of SEBI LODR, 2015 > Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Jiten Patel Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL http://www.nseindia.com/corporates/content/further_issues.htm

Confidential

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ANNEXURE 6A

REPORT OF THE BOARD OF DIRECTORS OF CREDITACCESS GRAMEEN LIMITED HELD ON NOVEMBER 27, 2019 AT 10.30 AM AT THE LEELA PALACE, ADYAR SEAFACE, MRC NAGAR, CHENNAI 600028 APPROVING THE SCHEME OF AMALGAMATION AMONGST CREDITACCESS GRAMEEN LIMITED, MADURA MICRO FINANCE LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS AS AMENDED BY THE MEETING OF THE BOARD OF DIRECTORS OF CREDITACCESS GRAMEEN LIMITED ON WEDNESDAY JANUARY 22, 2020 AT 1.30 PM AT THE REGISTERED OFFICE OF CREDITACCESS GRAMEEN LIMITED AT BANGALORE

__________

Background:

The proposed scheme of amalgamation between Madura Micro Finance Limited (“ Transferor Company ”) and CreditAccess Grameen Limited (“ Transferee Company ”) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“ Act ”) was approved by the Board of Directors (“ Board ”) of CreditAccess Grameen Limited on November 27, 2019, and amended by the Board on January 22, 2020 (“the Scheme ”).

The Scheme, inter alia, provides for the amalgamation of the Transferor Company with the Transferee Company and the dissolution of the Transferor Company without winding up and cancellation of the equity shares held by the Transferee Company in the Transferor Company. Additionally, the Scheme also provides for various other matters consequential or otherwise integrally connected with the Scheme.

The provisions of Section 232(2)(c) of the Act requires the directors of the Transferee Company to adopt a report explaining the effect of the arrangement pursuant to the Scheme on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders and to lay out in particular, the share exchange ratio, specifying any special valuation difficulties, if any.

Accordingly, this report of the Board is being made in pursuance of the requirements of Section 232(2)(c) of the Act and in this connection, the following documents were presented/ shared with the Board:

a. The Scheme;
b. Report on recommendation of fair valuation dated November 27, 2019 issued by M/s BSR & Associates, LLP Chartered Accountants (“ Valuation Report ”);
c. Fairness opinion dated November 27, 2019 issued by Systematix Corporate Services Limited, an independent SEBI Registered Merchant Banker, providing the fairness opinion on the share exchange ratio recommended in the Valuation Report (“ Fairness Opinion ”);

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d. Management presentations indicating the commercial rationale of the transactions involving MMFL and the Company and the commercial negotiations with MMFL and its shareholders -that the deal was finalized for 875 Crore and hence the corresponding exchange ratio worked out at 158 equity shares of CAGL for every 100 equity shares of MMFL;
e. Draft certificate from S.R Batliboi & Co LLP, the statutory auditor of the Company certifying that the accounting treatment in the draft Scheme is in accordance with the accounting standards and applicable law;
f. Undertaking from S.R Batliboi & Co LLP, the statutory auditor of the Company certifying the non-applicability of Paragraph I(A)(9)(b) of the SEBI Circular; and
g. Recommendation of the Audit Committee of the Board.

2. Effect of the Scheme in terms of Section 232(2)(c) of the Act:

Sl. No	Category of Stakeholder	Effect of the Scheme on Stakeholders

A.	Shareholders	New shares will be issued to the shareholders of the
		Transferor Company, whose names are registered in
		the register of members of the Transferor Company
		on the Record Date, as per the share exchange ratio.

		The equity shares of the Transferee Company to be
		allotted to the members of the Transferor Company
		shall be allotted in the following manner:

		“157 fully paid up Equity Share of Rs. 10/- each of
		Transferee Company shall be issued and allotted for
		every 100 fully paid up equity shares of Rs. 10/- each
		held in the Transferor Company.”

		The shares allotted to shareholders of the Transferor
		Company by the Transferee Company as set out
		above shall rank pari-passu in all respects with the
		existing equity shares of the Transferee Company
		and shall be listed on BSE Limited and National Stock
		Exchange of India Limited.

		The authorised share capital of the Transferee
		Company will be increased to Rs. 170,00,00,000
		(Rupees One Hundred and Seventy Crores only)
		comprising of 17,00,00,000 (Seventeen Crore) equity
		shares of Re. 10 (Rupee Ten) each, in accordance

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		with the provisions of the Act, pursuant to the
		Scheme.

		The amalgamation will result in dilution of holding of
		the equity shareholders of the Transferee Company,
		and in turn result in an increase in the public float of
		the Transferee Company’s shares. This will in turn
		increase the trading stock of the shares of the
		Transferee Company.
B.	Promoters	Please refer to point (A) above for details regarding
		the effect on the shareholders.

		The promoters of the Transferee Company shall
		continue to remain the promoters, even after the
		effectiveness of the Scheme. The promoter holding
		will dilute to the extent of allotment of new equity
		shares to the existing shareholders of the Transferor
		Company.
C	Non- Promoter Shareholders	Please refer to point (A) above for details regarding
		the effect on the shareholders.

D	Key Managerial Personnel	(i) The KMPs of the Transferee Company shall
	(“KMPs”), Director(s) and	continue as key managerial personnel of the
	their Relatives	Transferee Company after effectiveness of the
		Scheme, and as such, there is no such effect of
		the Scheme on the KMPs or their relatives of
		Transferee Company.

		The director(s) of the Transferee Company shall
		continue as director(s) of the Transferee Company
		after effectiveness of the Scheme, and as such, there
		is no such effect of the Scheme on the directors or
		their relatives of Transferee Company.

3. Valuation:

As per the Valuation Report the Transferee Company shall issue equity shares of face value of Rs. 10/- (Rupees ten only) each credited as fully paid up of the Transferee Company in the ratio of 157 (one hundred and fifty-seven) equity shares of the face value of Rs. 10 (Rupees ten only) each of the Transferee Company for every 100 (one hundred) equity shares of Rs. 10 (Rupees ten only) each of the Transferor Company credited as fully paid-up (the “Share Exchange Ratio”) (the “New Equity Shares”).

No special valuation difficulties were reported by the valuers.

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On November 27, 2019, the Board taking into consideration the Valuation Report and the Fairness Opinion and the management presentation (suggesting a share exchange ratio of 158 (One fifty-Eight only) equity shares of CAGL of Rs. 10 each fully paid-up for 100 (One Hundred only) equity shares of MMFL of Rs. 10 each fully paid up) approved the Scheme.

The Company filed an application with the BSE Limited and the National Stock Exchange of India Limited seeking their no-objection for the Amalgamation under Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 issued by the Securities and Exchange Board of India as amended from time to time.

Subsequently, the National Stock Exchange of India Limited pursuant to its letters dated December 23, 2019 and January 1, 2020 bearing reference number NSE/LIST/22547 directed that the share exchange ratio of 158 equity shares having a face value of Rs. 10 each of the Company for every 100 equity shares having a face value of Rs. 10 each of MMFL be revised and aligned with the share exchange ratio of 157 equity shares having a face value of Rs. 10 each of the Company for every 100 equity shares having a face value of Rs. 10 each of MMFL, as set out in the Valuation Report.

Pursuant thereto on January 22, 2020, the Board after taking into consideration the direction of the National Stock Exchange of India Limited vide its letters dated December 23, 2019 and January 1, 2020 and noting (iii) the Valuation Report; and (ii) the Fairness Opinion, unanimously recommended the share exchange ratio of 157 equity shares having a face value of Rs. 10 each of the Company for every 100 equity shares having a face value of Rs. 10 each of MMFL as the share exchange ratio for the amalgamation of MMFL into the Company.

4. Adoption of the Report by the Board

The Board has adopted this report after noting and considering the information set forth in this report.

Certified True Copy

For and on behalf of CreditAccess Grameen Limited

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Udaya Kumar Hebbar Managing Directors & CEO

March 17, 2022

Annexure 6B

Annexure 7

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December 10, 2020

Annexure 8A

BSE Limited Phiroze Jeejeebhoy Towers Dalai Street Mumbai 400 001 (Scrip Code – 541770)

Dear Sir,

Sub: Report on Complaints

Re: Filing of Scheme of Amalgamation of Madura Micro Finance Limited with CreditAccess Grameen Limited under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015

This has reference to our application No. 120683 filed with BSE Limited on November 09, 2020 seeking "Observation Letter/No-objection" under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 for the draft scheme of Amalgamation between Madura Micro Finance Limited and CreditAccess Grameen Limited ("the Company") and their respective shareholders and Creditors (the 'Scheme') in terms of the provisions of Sections 230-232 of the Companies Act, 2013.

Since the Scheme and related documents thereon were hosted by BSE Limited on its website on November 17, 2020, the Company is required to file a report on Complaints with BSE within 7 days from the expiry of 21 days from the date of upload/ hosting, i.e. within 7 days from December 09, 2020 as per the requirements of Para 6 of Annexure I to the SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 ('SEBI Circular').

Accordingly, based on the confirmation received from KFin Technologies Private Limited, the Registrar & Share Transfer Agent of the Company, and update available on SCORES, we hereby inform you that there are no complaints received till date and hence we enclose herewith a " Nil " Report on Complaints ('Report') in the format prescribed under said SEBI Circular.

We request you to take the Report on your record and acknowledge. The said Report is also being uploaded on the website of the Company.

We further request you to provide necessary "Observation Letter/ No- Objection " at the earliest so as to enable us to file the Scheme with the National Company Law Tribunal, Bangalore and National Company Law Tribunal, Chennai.

Digitally signed by MATADA MATADA JAYAKUMAR JAYAKUMAR MAHADEV MAHADEV PRAKASH PRAKASH Date: 2020.12.10 17:47:47 +05'30'

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REPORT ON COMPLAINTS

PART A

Sl. No.	Particulars	Numbers
1	No. of Complaints received Directly	Nil
2	Number of Complaints forwarded by Stock Exchanges/SEBI	Nil
3	Total Number of Complaints/Comments received(1+2)	Nil
4	No. of Complaintspending	Nil

PART B

Sl. No.	Name of Complainant	Date of Complaint	Status (Resolved/Pending)
Not Applicable

For CreditAccess Grameen Limited

MATADA Digitally signed by JAYAKUMAR MATADA JAYAKUMAR MAHADEV PRAKASH MAHADEV Date: 2020.12.10 PRAKASH 17:46:54 +05'30'

M. J. Mahadev Prakash Head – Compliance, Legal & Company Secretary

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January 04, 2021

Annexure 8B

To National Stock Exchange of India Limited The Exchange Plaza Bandra Kurla Complex Bandra (East) Mumbai-400 051 (Scrip code: CREDITACC)

Dear Sir/Madam,

Sub: Report on Complaints

This has reference to our application No. Application No. 25240 filed with National Stock Exchange of India Limited (“NSE”)on November 09, 2020 seeking "Observation Letter/Noobjection" under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 for the draft scheme of Amalgamation between Madura Micro Finance Limited and CreditAccess Grameen Limited ("the Company") and their respective shareholders and Creditors (the 'Scheme') in terms of the provisions of Sections 230-232 of the Companies Act, 2013.

Since the Scheme and related documents thereon were hosted by NSE on its website on December 12, 2020, the Company is required to file a report on Complaints with NSE within 7 days from the expiry of 21 days from the date of upload/ hosting, i.e. within 7 days from January 02, 2021 as per the requirements of Para 6 of Annexure I to the SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 as amended vide Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020('SEBI Circular').

We request you to take the Report on your record and acknowledge. The said Report is also being uploaded on the website of the Company.

Digitally signed MATADA by MATADA JAYAKUMAR JAYAKUMAR MAHADEV MAHADEV PRAKASH PRAKASH Date: 2021.01.04 18:02:42 +05'30'

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REPORT ON COMPLAINTS

(format as per master circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020)

PART A

Sl. No.	Particulars	Numbers
1	Number of complaints received directly	Nil
2	Number of complaints forwarded by Stock Exchanges / SEBI	Nil
3	Total Number of complaints/comments received(1+2)	Nil
4	Number of complaints resolved	NA
5	Number of complaintspending	NA

PART B

Sl. No.	Name of Complainant	Date of Complaint	Status (Resolved/Pending)
Not Applicable

For CreditAccess Grameen Limited

MATADA Digitally signed by JAYAKUMAR MATADA JAYAKUMAR MAHADEV PRAKASH MAHADEV Date: 2021.01.04 PRAKASH 18:03:04 +05'30'

M. J. Mahadev Prakash Head – Compliance, Legal & Company Secretary

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Annexure 9

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Annexure 10A

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Chartered Accountants ASV N Ramana Tower 52, Venkatnarayana Road T. Nagar, Chennai-600 017 Tamil Nadu, India

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Tel: 044 6688 5000 Fax: 044 6688 5050

INDEPENDENT AUDITORS’ REPORT ON REVIEW OF INTERIM STANDALONE FINANCIAL RESULTS

The Board of Directors CreditAccess Grameen Limited

We have reviewed the accompanying Statement of Unaudited Standalone Financial Results of CreditAccess Grameen Limited (the “Company”), for the quarter and nine months ended December 31, 2021 (the “Statement”), being submitted by the Company pursuant to the requirement of Regulation 33 and Regulation 52 read with Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
This Statement, which is the responsibility of the Company’s Management and approved by the Company’s Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 “Interim Financial Reporting” (“Ind AS 34”), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.
We conducted our review of the Statement in accordance with the Standard on Review Engagements (“SRE”) 2410 ‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’, issued by the Institute of Chartered Accountants of India (“ICAI”). A review of interim financial information consists of making inquiries, primarily of the Company’s personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under section 143(10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review conducted as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 and Regulation 52 read with Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

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We draw attention to Note 4 of the Statement, which describes that the potential impact of the continuing COVID-19 pandemic on the Company’s financial information are dependent on future developments, which are highly uncertain.

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

For DELOITTE HASKINS & SELLS Chartered Accountants (Firm Registration No.008072S)

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G. K. Subramaniam

Partner (Membership No. 109839) UDIN: 22109839AAIQSC5194

Place: Mumbai Date: February 4, 2022

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Chartered Accountants ASV N Ramana Tower 52, Venkatnarayana Road T. Nagar, Chennai-600 017 Tamil Nadu, India

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Tel: 044 6688 5000 Fax: 044 6688 5050

INDEPENDENT AUDITORS’ REPORT ON REVIEW OF INTERIM CONSOLIDATED FINANCIAL RESULTS

The Board of Directors CreditAccess Grameen Limited

We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of CreditAccess Grameen Limited (the “Parent”) and its subsidiaries (the Parent and its subsidiaries together referred to as the “Group”), for the quarter and nine months ended December 31, 2021 (the “Statement”), being submitted by the Parent pursuant to the requirement of Regulation 33 and Regulation 52 read with Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
This Statement, which is the responsibility of the Parent’s Management and approved by the Parent’s Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 “Interim Financial Reporting” (“Ind AS 34”), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.
We conducted our review of the Statement in accordance with the Standard on Review Engagements (“SRE”) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” , issued by the Institute of Chartered Accountants of India (“ICAI”). A review of interim financial information consists of making inquiries, primarily of Parent’s personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under Section 143(10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable.

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The Statement includes the results of the following entities:

Sr. No.	Name of the Company	Nature of relationship
1	CreditAccess Grameen Limited	Parent
2	Madura Micro Finance Limited	Subsidiary
3	Madura Micro Education Private Limited	Step-down Subsidiary
4.	CreditAccess India Foundation	Subsidiary

Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of the other auditors referred to in paragraph 7 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 and Regulation 52 read with Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.
We draw attention to Note 3 of the Statement, which describes that the potential impact of the continuing COVID-19 pandemic on the Group’s financial information are dependent on future developments, which are highly uncertain.

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

We did not review the interim financial results of two subsidiaries included in the Statement, whose interim financial results reflect total revenues of ₹113.11 crore and ₹328.47 crore for the quarter and nine months ended December 31, 2021 respectively, total net loss after tax of ₹9.01 crore and ₹29.09 crore for the quarter and nine months ended December 31, 2021 respectively and total comprehensive loss of ₹8.84 crore and ₹28.79 crore for the quarter and nine months ended December 31, 2021 respectively, as considered in the Statement. These interim financial results have been reviewed by the other auditors whose reports have been furnished to us by the Management, and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on the reports of the other auditors and the procedures performed by us as stated in paragraph 3 above.

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

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The consolidated unaudited financial results includes the interim financial information of one subsidiary which has not been reviewed/audited by their auditors, whose interim financial results reflect total revenues of ₹0.07 crore and ₹4.12 crore for the quarter and nine months ended December 31, 2021 respectively, total net (loss) / profit after tax of ₹(0.11) crore and ₹3.87 crore for the quarter and nine months ended December 31, 2021 respectively and total comprehensive (loss) / income of ₹(0.11) crore and ₹3.87 crore for the quarter and nine months ended December 31, 2021 respectively, as considered in the Statement. According to the information and explanations given to us by the Management, these interim financial information are not material to the Group.

Our Conclusion on the Statement is not modified in respect of our reliance on the interim financial information certified by the Management.

For DELOITTE HASKINS & SELLS Chartered Accountants (Firm Registration No.008072S)

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G. K. Subramaniam

Partner (Membership No. 109839) UDIN: 22109839AAIRDE5271

Place: Mumbai Date: February 4, 2022

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Annexure 11

FORM NO. GNL-1

[Pursuant to rule 12(2) of the Companies (Registration offices and Fees) Rules,2014]

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Form for filing an application with Registrar of Companies

Form language English Hindi Note - All fields marked in are to be mandatorily filled. *

- Category of applicant

Company

- Name of office of the registrar of Companies (RoC) to which application is being made

Registrar of Companies, Karnataka 3. (a) Corporate identity number (CIN) or foreign company L51216KA1991PLC053425 Pre-fill registration number (FCRN) of the company or RUN reference number (Service request number (SRN) of RUN ) (b) Global location number (GLN) of company 4. (a) Name of the company CREDITACCESS GRAMEEN LIMITED (b) Address of the New No.49(OldNo725),46th Cross,8th Block,Jayanagar registered office or (Next to Rajalakshmi Kalyana Mantap) of the principal place Bangalore of business in India Bangalore of the Company Karnataka 560071 (c) e-mail ID of the company [email protected]

Details of applicant (in case category is others)
(a) Name (b) Address Line I Line II
(c) City (d) State (e) ISO country code (f) Country (g) Pin code (h) e-mail ID

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*Application filed for

Compounding of offences

Extension of period of annual general meeting by three months Scheme of arrangement, amalgamation

Others

If Others, then specify

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Details of application*

The scheme of amalgamation is presented under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 between Madura Micro Finance Limited (“MMFL”), CreditAccess Grameen Limited (“CAGL”) and their respective shareholders and creditors. The Scheme provides, amongst other matters, for the amalgamation of MMFL into CAGL and the consequent issuance of equity shares by CAGL to the shareholders of MMFL under Sections 230 to 232 and other applicable provisions of the Act.

In case of application for compounding of offences, provide the following details
(a) Whether application for compounding offence is filed in respect of

Company Director Manager or Secretary or CEO or CFO Other

(b) Number of person(s) for whom the application is being filed
(c) Details of person(s) for whom the application is being filed

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(i) Category Director identification number (DIN) or Pre-fill
income-tax permanent account number
(income-tax PAN) or passport number
Name
(ii) Category DIN or income-tax PAN or passport number Pre-fill
Name
(iii) Category DIN or income-tax PAN or passport number Pre-fill
Name
(iv) Category DIN or income-tax PAN or passport number Pre-fill
Name
(v) Category DIN or income-tax PAN or passport number Pre-fill
Name
(vi) Category DIN or income-tax PAN or passport number Pre-fill
Name
(vii) Category DIN or income-tax PAN or passport number Pre-fill
Name
(viii) Category DIN or income-tax PAN or passport number Pre-fill
Name
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(d) Whether application is being filed

Suo-motu In pursuance to notice received from RoC or any other competent authority

(e) Notice number and date of notice

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(f) Section for which application is being filed

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(g) Brief particulars as to how the default has been made good

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In case of application is made for extension of period of an AGM, mention financial

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(DD/MM/YYYY)
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year end date in respect of which the application is being filed

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11.(a) Service request number of Form MGT-14
[(b) Date of passing special or ordinary resolution] (DD/MM/YYYY)
(c) Date of filing form MGT-14 (DD/MM/YYYY)
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Total amount of stamp duty paid or stamp paper

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Attachments

List of attachments

Attach 01AResolution Approving Scheme.pdf
1. Board Resolution CAGL First Motion Petition_08092021.pdf 2. Scheme of arrangement, amalgamation Attach Scheme-of-Amalgamation.pdf 3. Detailed application* Attach
1. Copy of notice received from RoC or any Attach
other competent authority
1. Other attachments - if any Attach Remove Attachment

Verification

To the best of my knowledge and belief, the information given in this application and its attachments is correct and complete.

I have been authorised by the Board of directors' resolution number 08 dated 22/01/2020 (DD/MM/YYYY) to sign and submit this application. I am duly authorised to sign and submit this form. To be Digitally signed by Managing Director or director or manager or secretary or CEO or CFO (in case of an Indian company or an authorised representative (in case of a foreign company) or other) M J MAHADEVPRAKASH Digitally signed by M J MAHADEVPRAKASHDate: 2022.03.16 13:08:18 +05'30'

Designation Company Secretary

DIN of the director or Managing Director or; income-tax PAN of the manager or authorised representative; or CEO or CFO Membership number 16350

Certificate by practicing professiona l

I declare that I have been duly engaged for the purpose of certification of this form. It is hereby certified that I have gone through the provisions of the Companies Act, 2013 and rules thereunder for the subject matter of this form and matters incidental thereto and I have verified the above particulars (including attachment(s)) from the original/certified records maintained by the Company/ applicant which is subject matter of this form and found them to be true, correct and complete and no information material to this form has been suppressed. I further certify that:

i. The said records have been properly prepared, signed by the required officers of the Company and maintained as per the relevant provisions of the Companies Act, 2013 and were found to be in order ;
ii. All the required attachments have been completely and legibly attached to this form

To be digitally signed by

Chartered accountant (in whole-time practice) or

Cost accountant (in whole-time practice) or

Company secretary (in whole-time practice)

Whether associate or fellow Associate Fellow

Membership number Certificate of practice number

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Note: Attention is also drawn to provisions of Section 447, section 448 and 449 of the Companies Act, 2013 which provide for punishment for fraud, punishment for false statement and punishment for false evidence respectively

Check Form Modify		Prescrutiny		Submit
For office use only:
eForm Service request number (SRN)	eForm filing date			(DD/MM/YYYY)
Digital signature of the authorising officer
This e-Form is hereby approved
This e-Form is hereby rejected			Confirm submission

Date of signing		(DD/MM/YYYY)

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`MINISTRY OF CORPORATE AFFAIRS` ACKNOWLEDGEMENT

SRN : T88851308 Service Request Date : 17/03/2022 Received From : Name : CREDITACCESS GRAMEEN LIMITED Address : No.49,46th Cross,8th Block Jayanagar Bangalore, Karnataka IN - 560071

Entity on whose behalf money is paid

CIN: L51216KA1991PLC053425 Name : CREDITACCESS GRAMEEN LIMITED Address : New No.49(OldNo725),46th Cross,8th Block,Jayanagar (Next to Rajalakshmi Kalyana Mantap) Bangalore, Karnataka India - 560071

Full Particulars of Remittance

Service Type: eFiling

Service Description

Fee For Form GNL-1

Note: The defects or incompleteness in any respect in this eForm as noticed shall be placed on the Ministry's website (www.mca.gov.in). In case the eForm is marked as RSUB or PUCL, please resubmit the eForm or file Form GNL-4(Addendum), respectively. Please track the status of your transaction at all times till it is finally disposed off. (Please refer Rule 10 of the Companies (Registration offices and Fees) Rules, 2014) It is compulsory to file Form GNL-4 (Addendum) electronically within the due date whenever the document is put under PUCL, failing which the system will treat the document as invalid and will not be taken on record in accordance with Rule 10(4) of the Companies (Registration offices and Fees) Rules, 2014

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AI assistant

CreditAccess Grameen Ltd. — Proxy Solicitation & Information Statement 2022

62126_rns_2022-03-23_cf52b7f5-d089-475c-a5c3-91b3e2423e01.pdf

Yours’ Truly

For CreditAccess Grameen Limited

M. J Mahadev Prakash

Head – Compliance, Legal & Company Secretary

CREDITACCESS GRAMEEN LIMITED

MEETING OF THE EQUITY SHAREHOLDERS OF CREDITACCESS GRAMEEN LIMITED

Documents Enclosed:

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

CA (CAA) No.60/BB/2021

BETWEEN

AND

FORM NO. CAA2

Notes:

PROCEDURE FOR REMOTE E-VOTING AND ATTENDING THE MEETING THROUGH VC/OAVM

I. Login method for remote e-Voting for Individual shareholders holding securities in Demat mode.

Details on Step 2:

B. Members whose email IDs are not registered/updated with the Transferee Company/DPs, and consequently the Notice of Meeting and e-voting instructions cannot be serviced, will have to follow the following process:

Details on Step 3:

II. Instructions for all the shareholders, including Individual, other than Individual and Physical, for attending the MEETING of the Transferee Company through VC/OAVM and e-Voting during the Meeting.

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

CA (CAA) No.60/BB/2021

In the matter of the Companies Act, 2013;

AND

BETWEEN

AND

9. Details as per Rule 6(3) of the Rules:

(i) Details of the Order of the NCLT directing the calling, convening and conducting of the Meeting:

(ii) Details of the Transferee Company and the Transferor Company:

(iii) Other Particulars of the Transferee Company as per Rule 6(3) of the Rules:

a. Summary of the main business carried on by the Transferee Company and the main objects as per the Memorandum of Association:

b. Details of change of name, registered office and objects of the Transferee Company during the last five years:

c. Details of the capital structure of the Transferee Company including authorised, issued, subscribed and paid up share capital

d. Details of the promoters and directors of the Transferee Company along with their addresses:

j. Disclosure about the effect of the Scheme on the following persons:

(iv) Other Particulars of the Transferor Company as per Rule 6(3) of the Rules:

a. Summary of the main business carried on by the Transferor Company and the main objects as per the Memorandum of Association:

b. Details of change of name, registered office and objects of the Transferor Company during the last five years:

c. Details of the capital structure of the Transferor Company including authorised, issued, subscribed and paid up share capital

d. Details of the promoters and directors of the Transferor Company along with their addresses:

j. Disclosure about the effect of the Scheme on the following persons:

l. Investigations or proceedings, if any, pending against the Transferor Company under the Act:

10. Other details regarding the Scheme required as per Rule 6(3) of the Rules:

(i) Relationship between the Transferor Company and the Transferee Company:

(ii) Appointed Date, Effective Date, Record Date and Share Exchange Ratio for the Scheme:

(iii) Summary of the Valuation Report and the Fairness Opinion:

(iv) Details of capital restructuring:

(v) Details of debt restructuring:

(vi) Summary of Accounting Treatment:

(vii) Rationale and Benefits of the Scheme, as perceived by the Board of the Transferee Company:

(x) Details of approvals, sanctions or no-objection(s) from regulatory or any other governmental authorities required, received or pending for the purpose of the Scheme:

(xi) Salient features of the Scheme:

Definitions

11. Issue of Equity Shares

11.2. Issue of New Equity Shares by the Transferee Company

15. Dissolution of Transferor Company

(xii) Documents required to be circulated for the Meeting under Section 232(2) of the Act and SEBI Scheme Circular:

SCHEME OF AMALGAMATION

BETWEEN

MADURA MICRO FINANCE LIMITED

TRANSFEROR COMPANY

CREDIT ACCESS GRAMEEN LIMITED

TRANSFEREE COMPANY

AND

THEIR RESPECTNE SHAREHOLDERS AND CREDITORS

UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

Preamble

PART I - GENERAL

A. Description of Companies

I. Transferor Company

Madura Micro Finance Limited No 36, Second Main Road Kasturba Nagar, Adyar Chennai- 600 020

Statutory Auditors' Certificate certifying the proposed accounting treatment contained in the Draft Scheme of Amalgamation

Management's responsibility

Auditor's responsibility

Opinion

Restriction on use

S Narasimhan

Annexure 5A

CreditAccess Grameen Ltd. Proxy Solicitation & Information Statement 2022

`MINISTRY OF CORPORATE AFFAIRS` ACKNOWLEDGEMENT