Long Term. Outstanding Reaffirmed as follows Information about other outstanding ratings of the issuer with BWR is as follows

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1 Rationale Ma Multi Trade Private Limited 23 February 2017 Brickwork s assigns for the Non-Convertible Debenture Issue up to Rs525Cr of MA Multi Trade Private Limited (MMTPL) issued in two tranche. Particulars Amount (Rs. Crs) Tenor Assigned* NCD Rs525Cr (Rs. Five Hundred Twenty Crores Only) Long Term *Please refer to BWR website for definition of the ratings (Outlook: ) Outstanding as follows Information about other outstanding ratings of the issuer with BWR is as follows Instrument NCD Issue Date Feb 2016 Amount Coupon Maturity Date Rs75Cr 11.3% 8/4/2019 ISIN Particulars INE311S08044 * (Outlook ) NCD** Rs275Cr 11.5% 9/3/2018 INE311S08010 (Outlook NCD** Rs200Cr 11.5% 26/3/2018 INE311S08036 BWR A+ (Outlook: ) * Please refer to BWR website for definition of the ratings ** The Issuer have executed the call option for redemption of these NCDs. Rationale/Description of Key Drivers/ sensitivities: 1 23 Feb 2017

2 The rating factors, inter alia, the strength of underlying security in the form of pledge of equity shares of BCL (Bajaj Corp Ltd) which are listed, fundamentals of BCL and structure of the NCD issue and availability of sufficient free shares of BCL post this transaction. However, the rating is constrained by unavailability of assured cash flows of the issuer at redemption; the same will be addressed by the group support, refinance or alternatively liquidation of the securities to meet the obligations arising from the proposed NCD issue. NCD Structure These NCDs are raised in Two Tranche. Tranche 1) of Rs300Cr and Tranche 2) of Rs225Cr respectively. Key Details of Tranche 1 NCD amounting to Rs300Cr 1) Tranche 2 amounting Rs300Cr issued in three series (Series A1 for Rs 150Cr, Series A2 for Rs125Cr and Series A3 for 25Crs) 2) There are annual coupon payments and the repayment is bullet on maturity. 3) The proceeds will utilized for redemption of existing debenture and balance for general corporate purpose. 4) The security provided for the same are shares of Bajaj Corp Limited (BCL) and the pledger for the same would be promoter shareholders of Bajaj Corp who hold 66.86% shares of BCL. The security cover is 1.75 times at time of initial valuation date/pay in date and thereafter shall be at least 1.60 times until the final settlement date. 5) At any time before the Redemption, the share cover falls below 1.60 times of the Outstanding Amount, the Borrower shall top-up in the form of additional pledge of shares or deposit appropriate cash amounts in the Designated Account such that after the said pledge and/or effecting the said cash deposit, the Initial Share Cover is restored. If the security cover is 2 times or higher for a period of 10 consecutive trading days, Issuer may request the Trustee to release such number of shares so that security cover is restored at initial level 6) There is put/call option at the end of 24 months from deemed date of allotment for Series A1, 12 and 24 months from DDA for series A2 and series A3 respectively 7) The redemption proceeds to be deposited 35 days prior to redemption date (T-35) and coupon payments to be deposited before 3 days(t-3) 8) Tenor of these NCD is 3Years Key Details of Tranche 2 NCD amounting to Rs225Cr 1) Tranche 1 amounting to Rs225Cr to be issued in three series (Series B1 for Rs 100Cr, Series B2 for Rs95Cr and Series B3 for Rs30Cr) 2) There are annual coupon payments and the repayment is bullet on maturity. 3) The proceeds to be utilized for redemption of existing debenture and balance for general corporate purpose 4) The security provided for the same are shares of Bajaj Corp Limited (BCL) and the pledger for the same would be promoter shareholders of Bajaj Corp who hold 66.86% shares of BCL. The security cover is 1.75 times at time of initial valuation date/pay in date and thereafter shall be at least 1.50 times until the final settlement date. Further, if any or all the NCDs are transferred to an investor being NBFC the security cover will be 2 times. 5) At any time before the Redemption, the share cover falls below 1.5 times of the Outstanding Amount, the Borrower shall top-up in the form of additional pledge of shares or deposit appropriate cash amounts in the Designated Account such that after the said pledge and/or effecting the said cash deposit, the Initial Share Cover is restored. If the security cover is 2 23 Feb 2017

3 2.05times or higher for a period of 10 consecutive trading days, Issuer may request the Trustee to release such number of shares so that security cover is restored at initial level. 6) There is put/call option at the end of 24 months from deemed date of allotment (DDA) for Series A1, 12 and 24 months from DDA for series A2 and A3 respectively. 7) The redemption proceeds will be deposited 35 days prior to redemption date (T-35) and coupon payments to be deposited before 3 days(t-3) in the designated account charged to debenture trustee 8) Tenor of these NCD is 3Years Outlook: BWR believes the Ma Multi Trade Private Limited s business risk profile will be maintained over the medium term. The outlook indicates a low likelihood of rating change over the medium term. The given rating essentially captures performance of BCL, since MMTPL currently does not strong operational cash flows and the NCD structure involves pledge of BCL equity shares provided as security. Security cover of 1.75 times provides cushion to investors. T-35 days and T-3 days clause requiring the Company to deposit principal and interest amount respectively payable under the facility in the Designated Bank Account charged addresses the liquidity aspects to an extent should there is a need to invoke the security. Performance of BCL and other promoter companies, adherence to the structure are the key sensitivities to the. The rating outlook may be revised to 'Negative' if the if the credit quality of DBL declines. Ma Multi Trade Private Limited MMTPL (Earlier known as Ma Dairy Products Private Limited (MDPPL)) is a part of Shishir Bajaj Group belonging to Mr. Shishir Bajaj and family. The company has no operational business activities, and primarily acts as a borrowing/investing company for the group. The Company has two directors on board - Mr. Rajiv Gandhi and Mr. Balkishan Muchhal who are nominees of the promoters. The Company intends to use the proceeds of the NCD towards General Corporate Purposes. For FY16, MMTPL had posted net loss of Rs69.66 Cr against total operating income 0.09Cr. The net worth of the Company was negative at Rs32.16Cr, The total debt stood at Rs775Cr. Background of Bajaj Corp Ltd. (BCL), Equity shares are pledged, Bajaj Corp Ltd is an FMCG company with major brands in Hair care category. It is a part of Shishir Bajaj Group, one of the oldest business houses of the country, and has business interests in varied industries including sugar, consumer goods, power generation & infrastructure development. The Company mainly caters to hair oil segment along with skincare segment. BCL sells its products domestically as well as internationally to more than 20 countries. The key brands for the company include Bajaj Almond Drops Hair Oil, Bajaj Brahmi Amla Hair Oil, Bajaj Amla Shikakai Hair Oil and Bajaj Nomarks Cream. Mr. Kushagra Bajaj is the Non-Executive Chairman of the company. For FY16, BCL posted net profit of Rs196.35Cr against Net sales of Rs874.22Cr and for FY15 BCL posted net profit of Rs172.66Cr against Net Sales of Rs823.82Cr. The closing price of BCL shares as on 21 st February, 2017 was at Rs The 52 week high of BCL share price was at Rs457 and 52 week low of BCL share price was at Rs350. History for the last three years 3 23 Feb 2017

4 Sl No Instrument Current ( 2017) History Type (Long Term/Short Term) Amount (Rs Crs) assigned in Year 2016 assigned in Year assigned in Year NCD Long Term Feb NCD Long Term Feb 2017 Feb BWR A + 3 NCD Long Term Feb 2017 BWR A+ 4 NCD Long Term Feb 2017 BWR A Feb 2017

5 Hyperlink/Reference to applicable Criteria General Criteria Structured Obligation Analysts Dinesh Mahabal General Manager s analyst@brickworkratings.com Media media@brickworkratings.com Relationship Contact bd@brickworkratings.com Phone: For print and digital media The Rationale is sent to you for the sole purpose of dissemination through your print, digital or electronic media. While it may be used by you acknowledging credit to BWR, please do not change the wordings in the rationale to avoid conveying a meaning different from what was intended by BWR. BWR alone has the sole right of sharing (both direct and indirect) its rationales for consideration or otherwise through any print or electronic or digital media. Note on complexity levels of the rated instrument: BWR complexity levels are meant for educating investors. The BWR complexity levels are available at Investors queries can be sent to info@brickworkratings.com. About Brickwork s Brickwork s (BWR), a SEBI registered Credit Agency, has also been accredited by RBI and empaneled by NSIC, offers Bank Loan, NCD, Commercial Paper, MSME ratings and grading services. BARD has empaneled Brickwork for MFI and NGO grading. BWR is accredited by IREDA & the Ministry of New and Renewable Energy (MNRE), Government of India. Brickwork s has Canara Bank, a Nationalized Bank, as its promoter and strategic partner. BWR has its corporate office in Bengaluru and a country-wide presence with its offices in Ahmedabad, Chandigarh, Chennai, Guwahati, Hyderabad, Kolkata, Mumbai and New Delhi along with representatives in 150+ locations. BWR has rated debt instruments/bonds/bank loans, securitized paper of over 9,30,000 Cr. In addition, BWR has rated about 5000 MSMEs. Also, Fixed Deposits and Commercial Papers etc. worth over 19,700 Cr have been rated. Brickwork has a major presence in rating of nearly 100 cities. DISCLAIMER Brickwork s (BWR) has assigned the rating based on the information obtained from the issuer and other reliable sources, which are deemed to be accurate. BWR has taken considerable steps to avoid any data distortion; however, it does not examine the precision or completeness of the information obtained. And hence, the information in this report is presented as is without any express or implied warranty of any kind. BWR does not make any representation in respect to the truth or accuracy of any such information. The rating assigned by BWR should be treated as an opinion rather than a recommendation to buy, sell or hold the rated instrument and BWR shall not be liable for any losses incurred by users from any use of this report or its contents. BWR has the right to change, suspend or withdraw the ratings at any time for any reasons Feb 2017