(i) the acquisition of up to 76.2% of the share capital of Madura Micro Finance (“MMFL”) by the Company from its existing shareholders (the “Acquisition”); and

(ii) a scheme of arrangement amongst the Company, MMFL and their respective shareholders and creditors, providing for the amalgamation of MMFL into the Company (the “Amalgamation” and together with the Acquisition the “Transaction”).

The Acquisition is subject to obtaining necessary approvals from the regulatory authorities such as the Reserve Bank of India and other customary conditions precedent. The sellers are Dr. Tara Thiagarajan, AVT Group, Elevar Equity Mauritius and other minority shareholders. The Amalgamation will be undertaken after the completion of the acquisition.

Following the completion of the Acquisition, the Company would hold up to 5,479,266 shares of the share capital of MMFL and MMFL is proposed to be amalgamated into the Company by way of a National Company Law Tribunal approved scheme of arrangement under Section 230-232 of the Companies Act, 2013 (“Act”) and other applicable provisions of the Act and rules framed thereunder, and Regulation 37 of the SEBI (Listing Obligations and Disclosure Regulations), 2015 for the Amalgamation.

The Amalgamation is subject to necessary approvals including from the shareholders and creditors of the Company.