CreditAccess Grameen : Shelf Prospectus (Final filed with SE)

Shelf Prospectus

November 4, 2022

CREDITACCESS GRAMEEN LIMITED

CreditAccess Grameen Limited ("Company" or "Issuer") was incorporated as Sanni Collection Private Limited on June 12, 1991 at Calcutta, West Bengal, India as a private limited company under the Companies Act, 1956. Our Company's name was changed from Sanni Collection Private Limited to Grameen Financial Services Private Limited and a fresh certificate of incorporation consequent upon change of name was issued to our Company by the Registrar of Companies, West Bengal on March 14, 2008. Our Company's name was changed to Grameen Koota Financial Services Private Limited pursuant to a fresh certificate of incorporation issued by the Registrar of Companies, Bangalore on November 13, 2014. Subsequently, our Company was converted into a public limited company pursuant to a special resolution passed by our Shareholders at the EGM held on November 27, 2017 and the name of our Company was changed to Grameen Koota Financial Services Limited. A fresh certificate of incorporation consequent upon conversion to a public limited company was issued by the Registrar of Companies, Karnataka at Bengaluru ("RoC") on December 18, 2017. Subsequently, pursuant to a resolution passed by our shareholders at the EGM held on January 2, 2018, the name of our Company was changed to CreditAccess Grameen Limited, and a fresh certificate of incorporation consequent upon change of name was issued by the RoC on January 12, 2018. Our Company is a NBFC-MFI and holds a certificate of registration dated January 19, 2018 bearing registration number B - 02.00252 issued by the Reserve Bank of India ("RBI") to carry on the activities of a non-banking financial company without accepting public deposits under Section 45 IA of the Reserve Bank of India Act, 1934. For more information about our Company including details regarding changes in Registered Office, please see "General Information" and "History and Main Objects" on pages 53 and 162.

Registered Office and Corporate Office: New No. 49 (Old No. 725), 46th Cross, 8th Block, Jayanagar, Next to Rajalakshmi Kalyana Mantap, Bengaluru 560 071, Karnataka;

Tel.: [phone]; Fax: [phone];

CIN: L51216KA1991PLC053425; PAN: AAECS7201G; Website: www.creditaccessgrameen.in; Email: [e-mail]

Company Secretary and Chief Compliance Officer: Mahadev Prakash Jayakumar Matada; Tel.: [phone]; Email: [e-mail]

Chief Financial Officer: S. Balakrishna Kamath; Tel: [phone]; Email: [e-mail]

PUBLIC ISSUE BY THE COMPANY OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE ₹ 1,000 EACH ("NCDs" OR "DEBENTURES"),

FOR AN AMOUNT AGGREGATING UP TO ₹1,500 CRORE ("SHELF LIMIT"), (HEREINAFTER REFERRED TO AS THE "ISSUE"). THE NCDS WILL BE ISSUED IN ONE OR MORE TRANCHES UP TO THE SHELF LIMIT, ON TERMS AND CONDITIONS INCLUDING TRANCHE ISSUE SIZE AS SET OUT IN THE RELEVANT TRANCHE PROSPECTUS FOR ANY TRANCHE ISSUE (EACH "TRANCHE ISSUE") WHICH SHOULD BE READ TOGETHER WITH THE DRAFT SHELF PROSPECTUS AND THIS SHELF PROSPECTUS (COLLECTIVELY, THE "OFFER DOCUMENTS"). THE ISSUE IS BEING MADE PURSUANT TO THE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON - CONVERTIBLE SECURITIES) REGULATIONS, 2021, AS AMENDED (THE "SEBI NCS REGULATIONS"), THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER AS AMENDED (THE "COMPANIES ACT, 2013") TO THE EXTENT NOTIFIED AND THE SEBI OPERATIONAL CIRCULAR. THE ISSUE IS NOT UNDERWRITTEN.

OUR PROMOTER

Our Promoter is CreditAccess India N.V. (formerly, CreditAccess Asia N.V.); Email: [e-mail]; Tel: [phone]. For details of our Promoter, see "Our Promoter" on page 180.

GENERAL RISKS

Investment in debt securities involve a degree of risk and investors should not invest any funds in such securities unless they can afford to take the risk attached to such investments. Investors are advised to take an informed decision and to read the risk factors carefully before investing in this offering. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue, including the risks involved. Specific attention of the Investors is invited to the chapters "Risk Factor" and "Material Developments" on pages 17 and 389, respectively, before making an investment in such Issue. This Shelf Prospectus has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India ("SEBI"), the Reserve Bank of India ("RBI"), any registrar of companies or any stock exchange in India nor do they guarantee the accuracy or adequacy of this document.

COUPON RATE, COUPON PAYMENT FREQUENCY, REDEMPTION DATE, REDEMPTION AMOUNT & ELIGIBLE INVESTORS

For details relating to Coupon Rate, Coupon Payment Frequency, Redemption Date, Redemption Amount & Eligible Investors of the NCDs, please see "Issue Related Information" on page 479.

CREDIT RATING

The NCDs proposed to be issued under the Issue have been rated IND AA-/Stable for an amount of ₹1500 Crores by India Ratings & Research Private Limited by way of their rating letter dated August 4, 2022 and further revalidated vide letter dated September 8, 2022. Ratings issued by India Ratings will continue to be valid for the life of the instrument unless withdrawn or reviewed India Ratings & Research Private Limited, in terms of the rating agreement dated July 19, 2022. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decisions. These ratings are subjected to a periodic review during which they may be raised, affirmed, lowered, withdrawn, or placed on Rating Watch at any time on the basis of factors such as new information. The rating should be evaluated independently of any other rating. The Credit Rating Agency's website will have the latest information on all its outstanding ratings. In case of any change in credit ratings till the listing of NCDs, our Company will inform the investors through public notices/ advertisements in all those newspapers in which pre issue advertisement has been given. For the rating, rating rationale and press release for the above ratings, see "General Information" on page 53 and Annexure A of this Shelf Prospectus.

LISTING

The NCDs offered through the Draft Shelf Prospectus, this Shelf Prospectus and the relevant Tranche Prospectus(es) are proposed to be listed on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE"). Our Company has received an 'in-principle' approval from NSE vide their letter no. NSE/LIST/D/2022/0142 dated October 3, 2022 and from BSE by way of its letter bearing reference number DCS/BM/PI-BOND/013/22-23 dated October 3, 2022. NSE shall be the Designated Stock Exchange.

PUBLIC COMMENTS

The Draft Shelf Prospectus dated September 23, 2022 has been filed with NSE and BSE, pursuant to the provisions of the SEBI NCS Regulations and was open for public comments for a period of seven Working Days (i.e., until 5 p.m.) from the date of filing of the Draft Shelf Prospectus with the Stock Exchanges, i.e. up to October 3, 2022 (until 5:00 p.m.). No comments were received on the Draft Shelf Prospectus till 5p.m. on October 3, 2022.

	LEAD MANAGER TO THE ISSUE		REGISTRAR TO THE ISSUE		DEBENTURE TRUSTEE
			KFIN Technologies Limited			Catalyst Trusteeship Limited*
			Selenium Tower B, Plot 31-32,
	A.K. Capital Services Limited				GDA House, Plot No. 85,
		Gachibowli, Financial District, Nanakramguda,
			Bhusari Colony (Right), Kothrud
	603, 6th Floor, Windsor,		Serilingampally, Hyderabad - 500 032, Telangana
	Off CST Road, Kalina, Santacruz (East),		Tel: [phone]			Pune - 411 038, Maharashtra
				Tel.: [phone]
	Mumbai - 400 098, Maharashtra		Email: [e-mail]
				Email: [e-mail]
	Tel: [phone]		Website: www.kfintech.com
				Website: www.catalysttrustee.com
	Email: [e-mail]		Contact Person: M Murali Krishna
				Contact Person: Umesh Salvi
	Website: www.akgroup.co.in
	Contact person: Aanchal Wagle/ Milan Soni
	CREDIT RATING AGENCY				JOINT STATUTORY AUDITORS
			Deloitte Haskins & Sells			PKF Sridhar & Santhanam LLP
			ASV N Ramana Tower, 52,			T8 & T9, Third Floor
	India Ratings & Research Private Limited		Venkatnarayana Road,			Gem Plaza, 66, Infantry Road
		T. Nagar, Chennai - 600 017			Bangalore - 560 001, India
	Wockhardt Towers, 4th Floor, West Wing,
		Tel: + 91 44 6688 5000			Tel: [phone]
	Bandra Kurla Complex, Bandra,(E), Mumbai - 400 051
		Email: [e-mail]			Email: [e-mail]
	Tel: [phone]
		Contact Person: G. K. Subramaniam			Contact Person: Seethalakshmi M
	Email: [e-mail]
	Website: www.indiaratings.co.in
	Contact Person: Amit Rane
			ISSUE PROGRAMME**
	Issue opens on: As specified in relevant tranche prospectus		Issue Closes on: As specified in relevant tranche prospectus

*Catalyst Trusteeship Limited under regulation 8 of SEBI NCS Regulations has by its letter dated June 7, 2022 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in the Draft Shelf Prospectus, this Shelf Prospectus and relevant Tranche Prospectus and in all the subsequent periodical communications sent to the holders of the NCDs issued pursuant to the Issue.

**The Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m. (Indian Standard Time) during the period indicated in the relevant Tranche Prospectus, except that the Issue may close on such earlier date or extended date (subject to a maximum period of 30 days from the date of the relevant Tranche Prospectus) as may be decided by the Board of Directors of our Company or the EBI Committee, subject to relevant approvals. In the event of an early closure or extension of the Issue, our Company shall ensure that notice of the same is provided to the prospective investors through an advertisement in an English daily national newspaper with wide circulation and a regional daily with wide circulation where the registered office of the Company is located (in all the newspapers in which pre-issue advertisement for opening of this Issue has been given on or before such earlier or initial date of Issue closure) on or before such earlier or initial date of Issue closure. On the Issue Closing Date, the Application Forms will be accepted only between 10 a.m. and 3 p.m. (Indian Standard Time) and uploaded until 5 p.m. or such extended time as may be permitted by the Stock Exchanges. Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5 p.m. on one Working Day post the Issue Closing Date. For further details please see "General Information" on page 53.

A copy of this Shelf Prospectus and relevant Tranche Prospectuses shall be filed with the Registrar of Companies, Karnataka at Bengaluru in terms of Section 26 and Section 31 of Companies Act, 2013, along with the endorsed/certified copies of all requisite documents. For further details, please see "Material Contracts and Documents for Inspection" on page 581.

TABLE OF CONTENTS
SECTION I - GENERAL................................................................................................................................................	1
DEFINITIONS AND ABBREVIATIONS .................................................................................................................	1
CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY
OF PRESENTATION ...............................................................................................................................................	13
FORWARD LOOKING STATEMENTS.................................................................................................................	16
SECTION II - RISK FACTORS ..................................................................................................................................	17
SECTION III - INTRODUCTION ..............................................................................................................................	53
GENERAL INFORMATION ...................................................................................................................................	53
CAPITAL STRUCTURE..........................................................................................................................................	62
OBJECTS OF THE ISSUE .......................................................................................................................................	75
STATEMENT OF POSSIBLE TAX BENEFITS .....................................................................................................	78
SECTION IV - ABOUT OUR COMPANY .................................................................................................................	87
INDUSTRY OVERVIEW ........................................................................................................................................	87
OUR BUSINESS ....................................................................................................................................................	131
HISTORY AND MAIN OBJECTS ........................................................................................................................	162
OUR MANAGEMENT ..........................................................................................................................................	166
OUR PROMOTER..................................................................................................................................................	180
RELATED PARTY TRANSACTIONS .................................................................................................................	183
REGULATIONS AND POLICIES.........................................................................................................................	184
SECTION V - FINANCIAL STATEMENTS ...........................................................................................................	198
FINANCIAL INFORMATION ..............................................................................................................................	198
MATERIAL DEVELOPMENTS............................................................................................................................	389
FINANCIAL INDEBTEDNESS.............................................................................................................................	391
SECTION VI - LEGAL AND OTHER INFORMATION .......................................................................................	445
OUTSTANDING LITIGATIONS ..........................................................................................................................	445
OTHER REGULATORY AND STATUTORY DISCLOSURES..........................................................................	453
SECTION VII - ISSUE RELATED INFORMATION.............................................................................................	479
ISSUE STRUCTURE .............................................................................................................................................	479
TERMS OF THE ISSUE ........................................................................................................................................	484
ISSUE PROCEDURE .............................................................................................................................................	501
SECTION VIII - SUMMARY OF KEY PROVISIONS OF ARTICLES OF ASSOCIATION ............................	531
SECTION IX - MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ......................................	581
DECLARATION ..........................................................................................................................................................	583
ANNEXURE A - CREDIT RATING LETTER, RATING RATIONALE AND PRESS RELEASE...................	584
ANNEXURE B - DEBENTURE TRUSTEE CONSENT LETTER ........................................................................	585

1

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Shelf Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, shall have the meaning ascribed to such definitions and abbreviations set forth herein. References to any legislation, act, regulation, rules, guidelines, clarifications or policies shall be to such legislation, act, regulation, rules, guidelines, clarifications or policies as amended, supplemented or re-enacted from time to time until the date of this Shelf Prospectus, and any reference to a statutory provision shall include any subordinate legislation notified from time to time pursuant to such provision.

Unless the context otherwise indicates, all references in this Shelf Prospectus to "we" or "us" or "our" are to our Company i.e., CreditAccess Grameen Limited. Unless the context otherwise indicates, all references in this Shelf Prospectus to "Subsidiaries" shall mean Subsidiaries of our Company namely, Madura Micro Finance Limited and CreditAccess India Foundation.

The words and expressions used in this Shelf Prospectus but not defined herein shall have, to the extent applicable, the same meaning ascribed to such words and expressions under the SEBI NCS Regulations, the Companies Act, 2013, the SCRA, the Depositories Act and the rules and regulations notified thereunder.

General Terms

	Term		Description
"CA	Grameen"	or	CreditAccess Grameen Limited, a public limited company incorporated under the
"Company" or "the Issuer"		Companies Act, 1956, and having its Registered Office at New No. 49 (Old No. 725),
			46th Cross, 8th Block, Jayanagar, Next to Rajalakshmi Kalyana Mantap, Bengaluru 560
			071, Karnataka, India.
"CAI" or "Promoter"		CreditAccess India N.V (formerly CreditAccess Asia N.V.) is a company with limited
			liability governed by the laws of the Netherlands, having its corporate seat in Amsterdam,
			the Netherlands, registered with the Commercial Register of the Dutch Chamber of
			Commerce under number 60281758
MMFL			Madura Micro Finance Limited
Company Related Terms
	Term		Description
Articles or Articles of		Articles of Association of our Company
Association or AOA
Audit Committee		Audit committee of the Board of Directors of our Company, constituted in accordance
			with applicable laws
Auditors or Statutory		The current joint statutory auditors of our Company, Deloitte Haskins & Sells and PKF
Auditors or Joint Auditors or	Sridhar & Santhanam LLP for Fiscal 2022.
Joint Statutory Auditors
Board or Board of Directors	Board of Directors of our Company or any duly constituted committee thereof.
or our Board or our Board of
Directors
Corporate Social		Corporate social responsibility committee of the Board of Directors of our Company,
Responsibility Committee		constituted in accordance with applicable laws
Committee		A committee constituted by the Board, from time to time.
Directors			Directors of our Company
EBI Committee		Executive, Borrowings & Investment Committee of the Board of Directors of our
			Company, constituted by Board of Directors of the Company
Equity Shares		Equity shares of the Company of face value of ₹10 each
ESOPs			Employee stock options
Group Company(ies)		Scimergent Analytics and Education Private Limited and Scisphere Analytics India
			Private Limited
Gross Book		Total assets under management
Independent Director(s)		The independent director(s) on our Board, in terms of Section 2(47) and Section 149(6)
			of the Companies Act, 2013 and 16(1)(b) of the SEBI Listing Regulations
			1

Term	Description
India Ratings	India Ratings & Research Private Limited
JLG	Joint Liability Group
KMP / Key Managerial	Key managerial personnel of our Company as disclosed in this Shelf Prospectus and
Personnel	appointed in accordance with Section 203, as defined under Section 2(51) of the
	Companies Act, 2013
Limited Review Financials /	The Unaudited Standalone Financial Results and Unaudited Consolidated Financial
Limited Review Financial	Results for the quarter and half year ended September 30, 2022 prepared in accordance
Results/ Unaudited Interim	with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting
Financial Results	Standards) Rules, 2015 (as amended from time to time) and notified under Section 133 of
	the Companies Act, 2013 and presented in accordance with the requirements of the SEBI
	LODR Regulations.
Loan Book	Loan book containing loans and advances to the borrowers.
Loans Book (Net)	Loan Book net of expected credit loss allowance.
"MoA" or "Memorandum"	Memorandum of association of our Company
or "Memorandum of
Association"
Nomination and	Nomination and remuneration committee of the Board of Directors of our Company,
Remuneration Committee	constituted in accordance with applicable laws
Networth	As defined in Section 2(57) of the Companies Act, 2013, as follows:
	"Networth means the aggregate value of the paid-up share capital and all reserves
	created out of the profits, securities premium account and debit or credit balance of profit
	and loss account, after deducting the aggregate value of the accumulated losses, deferred
	expenditure and miscellaneous expenditure not written off, as per the audited balance
	sheet but does not include reserves created out of revaluation of assets, write back of
	depreciation and amalgamation."
Promoter Group	Includes such persons and entities constituting the promoter group of our Company
	pursuant to Regulation 2(1)(pp) of the SEBI ICDR Regulations.
Reformatted Financial	Collectively, Reformatted Standalone Financial Information and Reformatted
Information	Consolidated Financial Information
Reformatted Standalone	The reformatted standalone statement of assets and liabilities of our Company as at March
Financial Information	31, 2022, March 31, 2021 and March 31, 2020 and the reformatted standalone statement
	of profit and loss for the year ended March 31, 2022, March 31, 2021 and March 31, 2020
	and the reformatted standalone statement of changes in equity for the year ended March
	31, 2022, March 31, 2021 and March 31, 2020 and the reformatted standalone statement
	of cash flows for the year ended March 31, 2022, March 31, 2021 and March 31, 2020
	and the related summary statement of significant accounting policies, as examined by our
	Joint Statutory Auditors.
	Our audited standalone financial statements as at and for the year ended March 31, 2022,
	March 31, 2021 and March 31, 2020 form the basis for such Reformatted Standalone
	Financial Information
Reformatted Consolidated	The reformatted consolidated statement of assets and liabilities of our Company for the
Financial Information	year ended March 31, 2022, March 31, 2021 and March 31, 2020 and the reformatted
	consolidated statement of profit and loss for the year ended March 31, 2022, March 31,
	2021 and March 31, 2020 and the reformatted consolidated statement of changes in equity
	for the year ended March 31, 2022, March 31, 2021 and March 31, 2020 and the
	reformatted consolidated statement of cash flows for the year ended March 31, 2022,
	March 31, 2021 and March 31, 2020 and the related summary statement of significant
	accounting policies.
	Our audited consolidated financial statements for the year ended March 31, 2022, March
	31, 2021 and March 31, 2020 form the basis for such Reformatted Consolidated Financial
	Information
Registered Office /	The registered office and corporate office of our Company is situated at New No. 49 (Old
Corporate Office	No. 725), 46th Cross, 8th Block, Jayanagar, Next to Rajalakshmi Kalyana Mantap,
	Bengaluru 560 071, Karnataka, India.
Risk Management	Risk Management Committee of the Board of Directors
Committee
	2

Term	Description
RoC/ Registrar of Companies	Registrar of Companies, Karnataka at Bengaluru
Shareholders	The holders of the Equity Shares of the Company from time to time
Stakeholders' Relationship	Stakeholders' relationship committee as constituted by the Board of Directors, constituted
Committee	in accordance with applicable laws
Total Borrowing(s)/ Total	Debt securities plus borrowings (other than debt securities), subordinated liabilities and
Debt	deposits.
Issue Related Terms
Term	Description
Abridged Prospectus	A memorandum containing the salient features of this Shelf Prospectus and relevant
	Tranche Prospectus
Acknowledgement Slip/	The slip or document issued by the Designated Intermediary to an Applicant as proof of
Transaction Registration	registration of the Application Form
Slip/ TRS
A. K. Capital/ Lead	A. K. Capital Services Limited
Manager
Allotment Advice	The communication sent to the Allottees conveying the details of NCDs allotted to the
	Allottees in accordance with the Basis of Allotment
"Allotment", "Allot" or	Unless the context otherwise requires, the issue and allotment of NCDs to the successful
Allotted	Applicants pursuant to the Issue
Allottee(s)	The successful Applicant to whom the NCDs are Allotted either in full or part, pursuant
	to the Issue
"Applicant" or "Investor"	Any person who applies for issuance and Allotment of NCDs through ASBA process or
	through UPI Mechanism pursuant to the terms of this Shelf Prospectus, the relevant
	Tranche Prospectus, the Abridged Prospectus and the Application Form for any Tranche
	Issue.
"Application" or "ASBA	An application (whether physical or electronic) to subscribe to the NCDs offered pursuant
Application" or "ASBA"	to the Issue by submission of a valid Application Form and authorising an SCSB to block
	the Application Amount in the ASBA Account or to block the Application Amount using
	the UPI Mechanism, where the Bid Amount will be blocked upon acceptance of UPI
	Mandate Request by retail investors for an Application Amount of upto ₹ 500,000 which
	will be considered as the application for Allotment in terms of this Shelf Prospectus and
	the relevant Tranche Prospectus.
Application Amount	The aggregate value of the NCDs applied for, as indicated in the Application Form for
	the respective Tranche Issue
Application Form / ASBA	Form in terms of which an Applicant shall make an offer to subscribe to NCDs through
Form	the ASBA process or through the UPI Mechanism and which will be considered as the
	Application for Allotment of NCDs in terms of Shelf Prospectus and the relevant Tranche
	Prospectus.
ASBA Account	An account maintained with a SCSB and specified in the Application Form which will be
	blocked by such SCSB to the extent of the Application Amount mentioned in the
	Application Form by an Applicant and will include a bank account of a retail individual
	investor linked with UPI, for retail individual investors submitting application value upto
	₹ 500,000
ASBA Applicant	Any Applicant who applies for NCDs through the ASBA process
ASBA Circular	Circular no. CIR/DDHS/P/121/2018 issued by SEBI on August 16, 2018
Banker(s) to the Issue	Collectively Public Issue Account Bank, Refund Bank and Sponsor Bank
Base Issue Size	As specified in the relevant Tranche Prospectus for each Tranche Issue.
Basis of Allotment	The basis on which NCDs will be allotted to applicants as described in "Issue Procedure
	- Basis of Allotment" on page 530.
Bidding Centres	Centres at which the Designated Intermediaries shall accept the Application Forms, i.e.,
	Designated Branches of SCSB, Specified Locations for Members of the Syndicate,
	Broker Centres for Registered Brokers, Designated RTA Locations for RTAs and
	Designated CDP Locations for CDPs
Broker Centres	Broker centres notified by the Stock Exchange where Applicants can submit the ASBA
	Forms (including ASBA Forms under UPI in case of UPI Investors) to a Registered
	Broker. The details of such Broker Centres, along with the names and contact details of
	3