Muthoot Finance Ltd (The “Company” Or the “Issuer”)

(For Private Circulation Only)

SDD No: MAR 2021 Dated: March 01, 2021

Muthoot Finance Ltd (the “Company” or the “Issuer”)

Registered and Corporate Office: 2nd Floor, Muthoot Chambers, Opposite Saritha Theatre Complex, Banerji Road, Kochi. India - 682 018 Tel: (+91 484) 239 4712; Fax: (+91 484) 239 6506 Website: www.muthootfinance.com; Email: [email protected] Corporate Identity Number: L65910KL1997PLC011300

Company Secretary and Compliance Officer: Rajesh A Tel: (+91 484) 6690247; Fax: (+91 484) 239 6506; E-mail: [email protected]

SHELF DISCLOSURE DOCUMENT (“SDD”) FOR ISSUE OF 17,070 SECURED, REDEEMABLE, NON- CONVERTIBLE DEBENTURES - LISTED (“SECURED NCDs”/ “DEBENTURES”), OF FACE VALUE OF RS. 10,00,000/- EACH FOR CASH AGGREGATING TO RS.17,070 MILLION (“SHELF LIMIT”) ON A PRIVATE PLACEMENT BASIS (“ISSUE”). THE SECURED NCDs WILL BE ISSUED IN ONE OR MORE TRANCHES (EACH A “TRANCHE ISSUE”) ON TERMS AND CONDITIONS AS SET OUT IN THE RELEVANT TRANCHE DISCLOSURE DOCUMENT (“TDD”) FOR ANY TRANCHE ISSUE

THIS SDD IS NOT AN INVITATION FOR THE PUBLIC TO SUBSCRIBE TO ANY OF THE SECURITIES OF MUTHOOT FINANCE LIMITED, AND HENCE IT IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF A PROSPECTUS. THIS IS ONLY AN INFORMATION BROCHURE INTENDED FOR PRIVATE USE AND SHOULD NOT BE CONSTRUED TO BE AN INVITATION TO THE PUBLIC FOR SUBSCRIPTION TO SECURITIES UNDER ANY LAW FOR THE TIME BEING IN FORCE. THE COMPANY CAN AT ITS SOLE AND ABSOLUTE DISCRETION CHANGE THE TERMS OF THE OFFER. THE COMPANY RESERVES THE RIGHT TO CLOSE, RECALL, EXTEND OR MODIFY THE TERMS OF THE ISSUE AT ITS ABSOLUTE DISCRETION AT ANY TIME PRIOR TO ALLOTMENT

PRINCIPAL TERMS AND CONDITIONS OF THIS ISSUE

The Secured NCDs being offered as part of the Issue are subject to the provisions of the SEBI Debt Regulations, Companies Act, 2013, Reserve Bank Of India regulations as on the date of this SDD/TDD, Memorandum and Articles of Association of the Company, the terms of this SDD/TDD, the terms and conditions of the Debenture Trustee Agreement and the Debenture Trust Deed, other applicable statutory and/or regulatory requirements including those issued from time to time by SEBI/ the Govt. Of India / Stock Exchanges/ RBI, and/or other statutory/regulatory authorities relating to the offer, issue and listing of securities and any other documents that may be executed in connection with the Secured NCDs.

1 of 249 ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this SDD contains all information as regards the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this SDD, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this SDD as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Any person placing reliance on any other source of information would be doing so at their own risk.

RISKS IN RELATION TO THIS ISSUE

There may be no active market for the NCDs issued by the Company . There can be no assurance that an active market for the NCDs will develop. If an active market for the NCDs fails to develop or be sustained, the liquidity and market prices of the NCDs may be adversely affected and may trade at a discount to the price at which it was purchased and/or be relatively illiquid.

GENERAL RISKS

Investment in Debt and Debt related securities involve a degree of risk and Investors should not invest any funds in the debt instruments unless they can afford to take the risk attached to such investments. Before taking an investment decision, Investors must rely on their own examination of the Issuer and the issue including the risks involved. The Secured NCDs have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document . Specific attention of Investors is invited to the statement of risk factors set out in this SDD. This SDD has not been submitted, cleared or approved by SEBI. It should be clearly understood that the Issuer is solely responsible for the correctness, adequacy and disclosure of all relevant information herein.

GENERAL DISCLAIMER

This SDD is neither a prospectus nor a statement in lieu of prospectus. The issue of Secured NCDs to be listed on the WDM segment of the BSE is being made strictly on a private placement basis. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Secured NCDs to the public in general. Apart from this SDD, no SDD or Prospectus has been prepared in connection with the offering of this issue or in relation to the issuer nor is such an SDD required to be registered under the applicable laws. Accordingly, this SDD has neither been delivered for registration to any authority nor is it intended to be registered with any authority.

This SDD is for the exclusive use of potential investors to whom it is delivered and it should not be circulated or distributed to third parties. It cannot be acted upon by any person other than to whom it has been specifically addressed.

This SDD has been prepared to provide general information about the issuer to potential investors. It does not purport to contain all the information that any potential investor may require. Neither does this SDD nor any other information supplied in connection with the Secured NCDs is intended to provide the basis of any credit or other evaluation and any recipient of this SDD should not consider such receipt

2 of 249 a recommendation to purchase any Secured NCDs. Each potential investor contemplating the purchase of any Secured NCDs should make its own independent investigation of the financial condition and affairs of the issuer, and its own appraisal of the creditworthiness of the issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Secured NCDs and should use appropriate resources to analyse such investment and the suitability to investor's particular circumstances. The Company or any of its directors, employees, advisors, affiliates, subsidiaries or representatives do not accept any responsibility and/ or liability for any loss or damage however arising and of whatever nature and extent in connection with the said information.

No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this SDD or in any material made available by the issuer to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the issuer. The intermediaries and their agents or advisors , if any appointed with this issue , are not required to have separately verified the information contained herein or to be issued hereafter or any other information (written or oral) transmitted or made to any potential investor in the course of evaluation of the issue. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability or duty of care is or will be accepted by any such intermediary and/or any of its affiliates as to the accuracy, fairness or completeness or otherwise of the information contained in this SDD or any other information provided by the issuer. Accordingly, all such intermediaries, if any, associated with this issue shall have no liability in relation to the information contained in this SDD or any other information provided by the issuer in connection with the issue.

Each copy of this SDD would be serially numbered, if required and the person to whom a copy of the SDD is addressed would alone be entitled to apply for the Secured NCDs. No invitation is being made to any person other than those to whom application forms along with this SDD have been addressed. Any application by a person to whom the SDD, and/or the application form has not been addressed by the issuer shall not be eligible to invest in the issue and such application shall be rejected without assigning any reason. All potential investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this issue.

The issuer does not undertake to update the SDD to reflect subsequent events after the date of the SDD. Neither the delivery of this SDD nor any sale of Secured NCDs made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the issuer since the date hereof.

This SDD does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Secured NCDs or the distribution of this SDD in a jurisdiction where such action is required. The distribution of this SDD and the offering and sale of the Secured NCDs may be restricted by law in certain jurisdictions. Persons into whose possession this SDD comes are required to inform themselves about, and to observe, any such restrictions.

The Secured NCDs proposed to be issued under this SDD are in compliance with various provisions under SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (“Sebi Debt Regulations”) ,

3 of 249 Companies Act ,2013 and Reserve Bank Of India Regulations , to the extent applicable. This SDD is not required to be filed or submitted with any of the Regulators of the Issuer such as Securities and Exchange Board Of India, Registrar Of Companies or Reserve Bank Of India. Since the issue is being made on a private placement basis , the provisions of Section 26 shall not be applicable and accordingly , a copy of this SDD has not been filed with the ROC. However , pursuant to the provisions of Section 42 of the Companies Act , 2013 read with the Companies (Prospectus and Allotment Of Securities) Rules,2014 , the company shall maintain a complete record of private placement offers in Form PAS-5 . It is to be distinctly understood that this SDD should not in any way be deemed or construed to have been approved or vetted by any of the Regulator. The Regulators does not have any responsibility either for the financial soundness of any scheme or the purpose for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in this SDD and for discharge of liability by the Issuer.

This SDD is being uploaded on the Stock Exchange Bond-EBP platform to comply with the operational guidelines and an offer will be made by issue of the Private Placement Offer Cum Application Letter (“PPOAL”) after completion of the bidding process on issue / bid closing date, to successful bidders in accordance with the provisions of the Companies Act, 2013, as amended, and rules issued thereunder. The issue of the debentures will be under the electronic book mechanism as required in terms of the operational guidelines. However , this will not be applicable for issues where bidding through EBP platform is not required as per operational guidelines.

This SDD and the contents hereof are restricted for providing information under SEBI ILDS regulations and for the purpose of inviting bids on the Stock Exchange Bond-EBP platform only from the eligible participants, if applicable. An offer of private placement shall be made by the issuer by way of issue of the PPOAL to the successful bidders or investors identified , as the case may be , who will be addressed through a communication by the stock exchange or issuer , as the case may be, and only such recipients are eligible to apply to the debentures.

No offer of private placement is being made to any persons other than the successful bidders on the Stock Exchange Bond-EBP platform to whom the PPOAL will be separately sent by or on behalf of the issuer. Any application by any person who is not a successful bidder (as determined in accordance with the operational guidelines) shall be rejected without assigning any reason. However , this will not be applicable for issues where bidding through EBP platform is not required as per operational guidelines.

FORCE MAJEURE

The Company reserves the right to withdraw the Issue at any time prior to the Closing Date thereof in the event of any unforeseen development adversely affecting the economic and /or regulatory environment or otherwise. In such an event , the Company will refund the application money , if any , collected without assigning any reason.

ELIGIBILITY OF THE ISSUER TO COME OUT WITH THE ISSUE

The issuer, its directors and any of its subsidiaries if any, have not been prohibited from accessing the capital market under any order or directions passed by SEBI.

4 of 249 DISCLAIMER OF CREDIT RATING AGENCIES

Disclaimer clause of CRISIL Ltd

"CRISIL Limited (CRISIL) has taken due care and caution in preparing the Material based on the information provided by its client and / or obtained by CRISIL from sources which it considers reliable (Information). A CRISIL rating reflects CRISIL's current opinion on the likelihood of timely payment of the obligations under the rated instrument and does not constitute an audit of the rated entity by CRISIL. CRISIL does not guarantee the completeness or accuracy of the information on which the rating is based. A CRISIL rating is not a recommendation to buy, sell, or hold the rated instrument; it does not comment on the market price or suitability for a particular investor. The Rating is not a recommendation to invest / disinvest in any entity covered in the Material and no part of the Material should be construed as an expert advice or investment advice or any form of investment banking within the meaning of any law or regulation. CRISIL especially states that it has no liability whatsoever to the subscribers / users / transmitters/ distributors of the Material. Without limiting the generality of the foregoing, nothing in the Material is to be construed as CRISIL providing or intending to provide any services in jurisdictions where CRISIL does not have the necessary permission and/or registration to carry out its business activities in this regard. Muthoot Finance Limited will be responsible for ensuring compliances and consequences of non-compliances for use of the Material or part thereof outside India. Current rating status and CRISIL Ratings rating criteria are available without charge to the public on the CRISIL web site, www.crisil.com. For the latest rating information on any instrument of any company rated by CRISIL, please contact Customer Service Helpdesk at 1800-267-1301."

FORWARD LOOKING STATEMENTS

All statements in this SDD that are not statements of historical fact constitute “forward looking statements”. All statements regarding the Issuer’s expected financial condition and results of operations, business, plans and prospects are forward looking statements. These forward looking statements and any other projections contained in this SDD (whether made by the Issuer or any third party) are predictions and involve known and unknown risks, uncertainties and other factors that may cause the Issuer’s actual results, performance and achievements to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements or other projections. The forward looking statements, if any, contained in this SDD are based on the beliefs of the management of the Issuer, as well as the assumptions made by and information available to management as at the date of this SDD. There can be no assurance that the expectations will prove to be correct. The Issuer expressly disclaims any obligation or undertaking to release any updated information or revisions to any forward looking statements contained herein to reflect any changes in the expectations or assumptions with regard thereto or any change in the events, conditions or circumstances on which such statements are based. Given these uncertainties, recipients are cautioned not to place undue reliance on such forward looking statements. All subsequent written and oral forward looking statements attributable to the Issuer are expressly qualified in their entirety by reference to these cautionary statements.

5 of 249 LISTING

The above Secured NCDs of the Company are proposed to be listed on the Wholesale Debt Market (“WDM”) Segment of the BSE Limited (“BSE”).

As required, a copy of the SDD for issue of Secured NCDs pursuant to this SDD is being filed with the WDM segment of the BSE in terms of SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (“Sebi Debt Regulations”) as amended from time to time.

It is to be distinctly understood that submission of the SDD to the BSE should not in any way be deemed or construed to mean that the SDD has been cleared or approved by BSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this SDD, nor does it warrant that this issuer's securities will be listed or will continue to be listed on the BSE; nor does it take any responsibility for the financial or other soundness of the issuer, its promoters, its management or any scheme or project of the issuer.

REGISTRAR AND TRANSFER AGENT

Link Intime India Private Limited , C 101, 247 Park , L B S Marg Vikhroli West, Mumbai 400 083, India Tel: (+91 22) 4918 6000 , Fax: (+91 22) 4918 6060 , Email: [email protected] , Investor Grievance Email: [email protected] , Website: www.linkintime.co.in , Contact Person: Ganesh Jadhav , SEBI Registration No.: INR000004058

Link Intime India Private Limited has by its letter dated March 01 , 2021 given its consent for its appointment as Registrar to the Issue and for its name to be included in this SDD and in all the subsequent periodical communications sent to the holders of the Secured NCDs issued pursuant to this Issue

DEBENTURE TRUSTEE

IDBI Trusteeship Services Limited , Asian Building, Ground Floor 17 R, Kamani Marg, Ballard Estate Mumbai 400 001, India Tel: (+91 22) 4080 7000 , Fax: (91 22) 6631 1776 , Email: [email protected] , Website: www.idbitrustee.co.in , Contact Person: Anjalee Athalye , SEBI Registration No.: IND000000460

IDBI Trusteeship Services Limited has by its letter dated March 01 ,2021 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in this SDD and in all the subsequent periodical communications sent to the holders of the Secured NCDs issued pursuant to this Issue.

RATING AGENCY

CRISIL Limited , CRISIL House, Central Avenue Hiranandani Business Park, Powai Mumbai 400 076, India Telephone: (+91 22) 3342 3000 (B) , Facsimile: (+91 22) 3342 3050 , Email: [email protected], Contact Person: Mr. Krishnan Sitaraman , Website: www.crisil.com , SEBI Registration Number: IN/CRA/001/1999

6 of 249 ISSUE SCHEDULE

The Issue Opening Date, Issue Closing Date and Deemed Date Of Allotment for Tranche will be informed to the Debenture Trustee separately and shall be incorporated in the TDD.

TRANCHE ISSUE

Each Tranche of Secured NCDs offered pursuant to this SDD shall be subject to the terms and conditions pertaining to the Secured NCDs outlined hereunder as modified/ supplemented by the terms of respective TDD filed with the Stock Exchange and/or Private Placement Offer Cum Application Letter in relation to such Tranche and other documents in relation to such issuance. The terms and conditions contained in this SDD shall be read in conjunction with the provisions contained in the respective TDDs and/or Private Placement Offer Cum Application Letter(s) . In case of any repugnancy , inconsistency or where there is a conflict between terms and conditions as contained in the respective TDD and/or Private Placement Offer Cum Application Letter(s) on one hand and the terms and conditions contained in the SDD on the other , the provisions contained in the TDD(s) and/or Private Placement Offer Cum Application Letter(s) shall prevail over and override the provisions of this SDD for all intents and purposes.

Definitions / Abbreviations / Terms Used Articles of Association/AOA Articles of Association Allotment Intimation An advice informing the allottee of the Letter(s) of Allotment / number of Debenture(s) allotted to him in Electronic (Dematerialised) Form Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of the Secured NCDs pursuant to the Issue Application Form The form used by the recipient of this SDD to apply for subscription to the Secured NCDs Beneficial Owner(s) The Original NCD Holder and /or the subsequent transferees who will be the beneficial owner(s) of the Secured NCDs in electronic (dematerialised) form and whose names will be listed in the list of beneficial owner(s) by the NSDL or CDSL, as the case may be Board of Directors/Board Board of Directors of Muthoot Finance Limited or a Committee thereof BSE BSE Limited Certificate of Registration The Certificate of Registration obtained from the Reserve Bank of India under Section 45-IA of the Reserve Bank of India Act, 1934 Company / Issuer/ We / Our / Us Muthoot Finance Limited (“MFIN”) Companies Act/Act The Companies Act, 1956, and Companies Act, 2013 , as amended , which are in effect from time to time. DD Disclosure Document consisting of SDD and TDD Debenture Trustee Agreement Agreement executed by and between the Debenture Trustee and the Company for the

7 of 249 purposes of appointment of the Debenture Trustee to act as Debenture Trustee in connection with the issuance of the Secured NCDs Debenture Trust Deed Shall mean the debenture trust deed executed between the Issuer and IDBI Trusteeship Services Limited (“Debenture Trustee”) for the creation of security in favour of the Debenture Trustee for the benefit of the Secured Debenture Holders. Debenture Trustee IDBI Trusteeship Services Limited Depositories National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) Director(s) Directors of the Company,as may change from time to time,unless otherwise specified DP Depository Participant as defined under the Depositories Act, 1996 DP-ID Depository Participant Identification Number Due Date Any date on which the holders of the Secured NCDs are entitled to any payments whether towards Coupon/ redemption premium or repayment of the principal amounts due in respect of the Secured NCDs FY Financial Year Hypothecated Assets Assets of the Company which is categorised as security for the Secured NCDs on first pari passu basis , namely , the current assets, book debts, loans and advances and receivables including gold loan receivables, both present and future, of the Company INR / Rs. / Rupees Currency of Republic of India Investors Means those successful bidders of the bid process of the Stock Exchange Bond – EBP Platform , whose names have been identified by the Board and/or those who are being issued a PPOAL under this SDD Issue The Issue of 17,070 secured, redeemable, non- convertible debentures - listed (“secured ncds”/ “debentures”), of face value of Rs. 10,00,000/- each for cash aggregating to Rs. 17,070 million (“shelf limit”) on a private placement basis in one or more tranches Issuer Group The Issuer or any of its holding, subsidiary, associate, affiliate or group entities. ISIN International Securities Identification Number Letter of Allotment Letter addressed by or on behalf of the Issuer to an Investor stating therein, inter-alia, that the Investor’s application has been accepted for allotment for the number of Secured NCDs

8 of 249 mentioned in such advice and the application money paid by it has been accordingly adjusted towards payment of the allotment money on the number of Secured NCDs being allotted to it. Memorandum of Association/MOA Memorandum of Association of the Company MCA Ministry of Corporate Affairs, Government of India. NBFC Non-Banking Financial Company as per Reserve Bank Of India Act ,1934 NCD Listed, Redeemable, Non-Convertible Debentures – Secured/ Unsecured NPA Non-Performing Asset (as defined in RBI guidelines) NSDL National Securities Depository Limited Payment Date Actual Date on which payment is made on account of ‘Due Date’ being day other than a ‘working day’ PPOAL Private Placement Offer Cum Application Letter RBI Reserve Bank of India SDD Shelf Disclosure Document through which the Issue is being made and which contains the disclosures as per Schedule I of Securities and Exchange Board Of India (Issue and Listing of Debt Securities) Regulations , 2008 , as amended Secured NCDs/Debentures Secured, Redeemable, Non-Convertible Debentures - Listed issued / proposed to be issued pursuant to this SDD Secured NCD Holder(s)/Debenture Holder Person(s) who are for the time being holders of the Secured NCDs and whose names are last mentioned in the Debenture Register and shall include Beneficiaries. SEBI Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992 SEBI ILDS Securities and Exchange Board Of India (Issue and Listing of Debt Securities) Regulations , 2008 Series Each tranche in the Issue issued under respective TDD Stock Exchange Stock Exchange where Secured NCDs are proposed to be listed TDD Tranche Disclosure Document containing terms and conditions for each tranche issue of Secured NCDs under the Issue You/Yours Prospective Investor/’s

9 of 249 TABLE OF CONTENTS

A. ISSUER INFORMATION Page No. a. Name and address of the following i Registered office of the Issuer 13 ii Corporate office of the Issuer 13 iii Compliance officer of the Issuer 13 iv CFO of the Issuer 13 v Arrangers, if any, of the instrument 13 vi Trustee of the issue 13 vii Registrar of the issue 14 viii Credit Rating Agency (-ies) of the issue 14 ix Auditors of the Issuer 14 b. Brief summary of the business/ activities of the Issuer and its line of business i Overview 14 ii Corporate Structure 18 iii Brief particulars of the management of the Company; 18 iv Key Operational and Financial Parameters for the last 3 Audited years 21 v Project cost and means of financing, in case of funding of new projects 21 vi Management’s perception of risk factors 21 c. Brief history of the Issuer since its incorporation giving details of its following activities:- i Brief history from the Date of incorporation of the Company 21 ii Details of Share Capital as on last quarter end:- 22 iii Changes in its capital structure as on last quarter end, for the last five years:- 23 iv Equity Share Capital History of the Company as on last quarter end, for the last 23 five years:- v Details of any Acquisition or Amalgamation in the last 1 year 23 vi Details of any Reorganization or Reconstruction in the last 1 year 23 vii Dividends declared by the company in respect of the three financial years 24 immediately preceding the date of circulation of offer letter; interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid) d. Details of the shareholding of the Company as on the latest quarter end:- i Shareholding pattern of the Company as on last quarter end:- 24 ii List of top 10 holders of equity shares of the Company as on the latest quarter 24 end:- e. Details regarding the directors of the Company:- i Details of the current directors of the Company 24 ii Details of change in directors since last three years:- 24 f. Details regarding the auditors of the Company:- i Details of the auditor of the Company 24 ii Details of change in auditor since last three years:- 24

10 of 249 g. Details of borrowings of the Company, as on the latest quarter end:- i Details of Secured Loan Facilities :- 24 ii Details of Unsecured Loan Facilities:- 25 iii Details of NCDs:- 25 iv List of Top 10 Debenture Holders 25 v The amount of corporate guarantee issued by the Issuer 25 vi Details of Commercial Paper:- 25 vii Details of Rest of the borrowing ( if any including hybrid debt like FCCB, 25 Optionally Convertible Debentures / Preference Shares ) :- viii Details of all default/s and/or delay in payments of interest and principal of any 25 kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years ix Details of any outstanding borrowings taken/ debt securities issued where taken 25 / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option; x Details of default in statutory dues, duration of default and present status 25 h. Details of Promoters of the Company:- Details of Promoter Holding in the Company as on latest quarter end 25 i. Disclosures with regard to interest of directors, litigation etc. 26 j. Abridged version of Audited Consolidated (wherever available) and Standalone 26 Financial Information ( like Profit & Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications , if any. k. Abridged version of Latest Audited / Limited Review Half Yearly Consolidated 26 (wherever available) and Standalone Financial Information (like Profit & Loss statement, and Balance Sheet) and auditors qualifications, if any. l. Any change in accounting policies during the last three years and their effect on 26 the profits and the reserves of the company. m. Any material event/ development or change having implications on the 27 financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities. n. The names of the debenture trustee(s) shall be mentioned with statement to 27 the effect that debenture trustee(s) has given his consent to the Issuer for his appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities. o. The detailed rating rationale (s) adopted (not older than one year on the date of 27 opening of the issue)/ credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed. p. If the security is backed by a guarantee or letter of comfort or any other 27 document / letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document. q. Consent letter from the Debenture Trustee shall be disclosed. 28

11 of 249 r. Names of all the recognized stock exchanges where the debt securities are 28 proposed to be listed clearly indicating the designated stock exchange. s. Other details i. DRR creation - relevant regulations and applicability 28 ii. Issue/instrument specific regulations - relevant details (Companies Act, RBI 28 guidelines, etc.) iii. Application process 28

B. ISSUE DETAILS a. Summary term sheet 28

C. DISCLOSURES PERTAINING TO WILFUL DEFAULT 28

D. DECLARATION BY THE AUTHORISED PERSON ISSUING THE SDD 28

12 of 249 A. Issuer Information a. Name and address of the following

Sl. Subject Details No. i Registered office of the Issuer Muthoot Finance Limited Muthoot Chambers, 2nd Floor, Opposite Saritha Theatre Complex, Banerji Road, Kochi 682 018, India. Tel: (+91 484) 239 4712 Fax: (+91 484) 239 6506 Website: www.muthootfinance.com Email: [email protected] ii Corporate office of the Issuer Muthoot Finance Limited Muthoot Chambers, 2nd Floor, Opposite Saritha Theatre Complex, Banerji Road, Kochi 682 018, India. Tel: (+91 484) 239 4712 Fax: (+91 484) 239 6506 Website: www.muthootfinance.com Email: [email protected] iii Compliance officer of the Mr. Rajesh A Issuer Company Secretary Muthoot Finance Limited Muthoot Chambers, 2nd Floor, Opposite Saritha Theatre Complex, Banerji Road, Kochi 682 018, India. Tel: (+91 484) 6690247 Fax: (+91 484) 2396506 Email: [email protected] iv CFO of the Issuer Mr. Oommen K. Mammen Muthoot Finance Limited Muthoot Chambers, 2nd Floor, Opposite Saritha Theatre Complex, Banerji Road, Kochi 682 018, India. Tel: (+91 484) 2397156 Fax: (+91 484) 2396506 Email: [email protected] v Arrangers, if any, of the As per Summary Term Sheet instrument vi Trustee of the issue IDBI Trusteeship Services Limited Asian Building, Ground Floor 17 R, Kamani Marg, Ballard Estate Mumbai 400 001, India Tel: (+91 22) 4080 7000 Fax: (91 22) 6631 1776 Email: [email protected]

13 of 249 Contact Person: Anjalee Athalye Website: www.idbitrustee.co.in SEBI Registration No.: IND000000460 vii Registrar of the issue Link Intime India Private Limited C 101, 247 Park , L B S Marg Vikhroli West, Mumbai 400 083, India Tel: (+91 22) 4918 6000 Fax: (+91 22) 4918 6060 Email: [email protected] Website: www.linkintime.co.in Contact Person: Ganesh Jadhav SEBI Registration No.: INR000004058 viii Credit Rating Agency (-ies) of CRISIL Limited the issue CRISIL House, Central Avenue Hiranandani Business Park, Powai Mumbai 400 076, India Telephone: (+91 22) 3342 3000 (B) Facsimile: (+91 22) 3342 3050 Email: [email protected] Contact Person: Mr. Krishnan Sitaraman Website: www.crisil.com SEBI Registration Number: IN/CRA/001/1999

ix Auditors of the Issuer M/s.Varma & Varma “Sree Raghavam”, Building No. 53/2600 B,C,D & E, Kunjan Bava Road, Off Subhash Chandra Bose Road, Vytilla PO, Kochi – 682019, Kerala Telephone : (+91) (484) 2302223 Firm Registration Number: FRN 004532 S E-mail: [email protected] b. Brief summary of the business/ activities of the Issuer and its line of business i) Overview

Issuer

14 of 249 Gold Loan portfolio of the Company as of December 31, 2020 comprised approximately 8.03 million loan accounts in India that were serviced through 4,632 branches across 22 states, the national capital territory of Delhi and six union territories in India. As of December 31, 2020, the Company employed 25,893 persons in operations. As of March 31, 2020, our outstanding gross gold loans portfolio under management was Rs. 407,723.62 million. We are a “Systemically Important Non-Deposit Taking NBFC” (NBFC-ND-SI) headquartered in the south Indian state of Kerala. Our operating history has evolved over a period of 82 years since M George Muthoot (the father of our Promoters) founded a gold loan business in 1939 under the heritage of a trading business established by his father, Ninan Mathai Muthoot, in 1887.

In addition to our Gold Loans business, we provide money transfer services through our branches as sub-agents of various registered money transfer agencies and also provide collection agency services. We have started providing unsecured loans to salaried individuals , loans to traders and self employed and as of March 31,2020, we had a total outstanding loan portfolio of Rs.3,901.52 million under these segments. We also provide micro-finance, housing finance, vehicle and equipment finance and insurance broking services through our subsidiaries. We believe that these services will enable us to improve our visibility as well as increase customer presence in our branches.

For the year ended March 31, 2020, our total income was Rs.87,227.91 million and our profit after tax Rs.30,183.00 million.

Competitive Strengths

We believe that the following competitive strengths position us well for continued growth:

i) Market leading position in the Gold Loan business in India with pan-India reach and branch network ii) Strong brand name, track record, management expertise and Promoter support iii) High-quality customer service and robust operating systems iv) Strong capital raising ability to fund a high profitability business model v) In-house training capabilities to meet our branch expansion requirements Our Strategies

Our business strategy is designed to capitalize on our competitive strengths and enhance our leading market position. Key elements of our strategy include:

i) Expand branch network and visibility to maintain our market leadership position ii) Continue to target new customer segments iii) Access to low-cost and diversified sources of funds iv) Strengthen our operating processes and risk management systems Subsidiary Companies

Muthoot Homefin (India) Limited

15 of 249 Sections (EWS) and Lower Income Groups (LIG) in Tier II & Tier III locations. It operates on a ‘Hub and Spoke’ model, with the centralised processing at Corporate Office at Mumbai. MHIL has operations in Kerala, Maharashtra (including Mumbai), Gujarat, Rajasthan, Madhya Pradesh, Chandigarh, Andhra Pradesh, Telangana, Karnataka, Uttar Pradesh , Haryana, Chattisgarh, Punjab, Tamil Nadu, Delhi and Pondicherry. CRISIL has assigned Long Term Debt rating of CRISIL AA(Stable) for its bank limits. ICRA and CARE assigned Short Term Debt Rating of A1+ for its Commercial Paper. As on Mar 31, 2020 , it had a loan portfolio of Rs.19,769 million. For the year ended March 31, 2020, it generated a profit after tax of Rs.318 million.

Muthoot Insurance Brokers Private Limited

Muthoot Insurance Brokers Private Limited (MIBPL) became a wholly owned subsidiary of Muthoot Finance Ltd in September 2016. MIBPL is an unlisted private limited company holding a licence to act as Direct Broker from IRDA since 2013 for doing insurance broking business. It is actively distributing both life and non-life insurance products of various insurance companies. During FY 20, it has insured more than 27,00,000 lives with a First year premium collection of Rs.2,059 million under Traditional, Term and Health products. For the year ended March 31, 2020 , it generated a profit after tax of Rs. 104 million.

Belstar Microfinance Limited (formerly known as Belstar Investment and Finance Private Limited)

As of March 31 , 2020, Muthoot Finance holds 70.01% in Belstar Microfinance Limited (BML). BML was incorporated on January 1988 at Bangalore and the Company was registered with the RBI in March 2001 as a Non- Banking Finance Company. The Company was reclassified as “NBFC-MFI” by RBI effective from 11th December 2013. BML was acquired by the ‘Hand in Hand’ group in September 2008 to provide scalable microfinance services to entrepreneurs nurtured by ‘Hand in Hand’s Self Help Group (SHG) program. The Company commenced its first lending operations at Haveri District of Karnataka in March 2009 to 3 SHGs, 22 members for INR 0.20 mn. Since then BML primarily relied on taking over the existing groups formed by Hand in Hand India. BML predominantly follows the SHG model of lending. Effective January 2015, BML started working in JLG model of lending . As of March 31, 2020, BML operations are spread over 17 states and 1 UT (Tamil Nadu, Karnataka, Madhya Pradesh, Maharashtra, Kerala, Odisha, Gujarat , Rajasthan, Bihar, Uttar Pradesh, Haryana, Punjab, West Bengal, Uttarkhand, Jharkand, Chattisgarh, Tripura and Pondicherry ). As on March 31, 2020 It has 603 branches, with 155 controlling regional offices and employs 4,425 staff members. Its loan portfolio has grown from INR 0.20 mn in March 2009 to INR 26,310 million in March 2020 . For the year ended March 31, 2020 , it generated a profit after tax of Rs. 990 million.

Asia Asset Finance PLC

Asia Asset Finance PLC, (AAF) Colombo, Sri Lanka became a foreign subsidiary of Muthoot Finance on December 31, 2014. As on March 31, 2020 total holding in AAF stood at 91 million equity shares representing 72.92% of their total capital. AAF is a Registered Financial Company based in Sri Lanka a fully licensed, deposit-taking institution registered with the Central Bank of Sri Lanka and listed in the Colombo Stock Exchange. AAF is in lending business since 1970. At present the company is involved in Retail Finance, Hire Purchase & Business Loans and has 29 branches across Sri Lanka. The company formerly known as Finance and Land Sales has been in operation for over 48 years, evolving to serve the

16 of 249 growing needs of people of Sri Lanka. The loan portfolio stands at LKR 13,839 million as on March 31,2020. For the year ended March 31,2020 , it generated a profit after tax of LKR70 million.

Muthoot Money Ltd.

Muthoot Money Ltd (MML), became a wholly owned subsidiary of Muthoot Finance Ltd in October 2018. MML is a RBI registered Non- Banking Finance Company engaged mainly in extending loans for vehicles. The operations are now centered in Hyderabad. Company also started extending loans for Commercial Vehicles and Equipments subsequently. As on March 31,2020, it had a loan portfolio of Rs. 5,090 million. For the year ended March 31,2020 , it generated a profit after tax of Rs.27 million.

Muthoot Asset management Pvt Ltd.

Muthoot Finance Limited has incorporated a wholly owned subsidiary ‘Muthoot Asset Management Pvt. Ltd’ in FY 2018-19 by infusing Rs.510.00 million and further investment of Rs.490.00 million in FY 2019- 20.

Muthoot Trustee Pvt. Ltd

Muthoot Finance Limited has incorporated a wholly owned subsidiary ‘Muthoot Trustee Pvt. Ltd’ in FY 2018-19 by infusing Rs. 0.10 million and further investment of Rs.0.90 million in FY 2019-20.

17 of 249 ii) Corporate Structure

Muthoot Finance Ltd.

72.92%* 100%* 70.01%* 100%* 100%* 100%* 100%*

Asia Asset Belstar Muthoot Muthoot Muthoot Muthoot Finance Microfinanc Insurance Muthoot Asset Homefin Trustee Pvt. PLC., Sri e Finance Brokers Money Ltd. Managemnt (India) Ltd. Ltd. Lanka Ltd. Pvt. Ltd. Pvt. Ltd.

*Muthoot Finance Ltd’s equity share capital holding in the Investee company as at December 31, 2020 iii) Brief particulars of the management of the Company;

The general superintendence, direction and management of our affairs and business are vested in our Board of Directors. We have not appointed any ‘manager’ within the meaning thereof under the relevant provisions of the Companies Act, 2013.

Under the Articles of Association, we are required to have not less than three Directors and not more than 12 Directors. We currently have 11 Directors on the Board out of which 6 are independent directors.

Profile of Directors

M.G. George Muthoot

M.G. George Muthoot is a graduate in engineering from Manipal University, and is a businessman by profession. He is the National Executive Committee Member of the Federation of Indian Chamber of Commerce and Industry (“FICCI”) and the current Chairman of FICCI Kerala State Council. He was conferred the Mahatma Gandhi National Award for social service for the year 2001 by the Mahatma Gandhi National Foundation. He is an active member of various social organisations including the Delhi Malayalee Association, Kerala Club, Rotary Club, National Sports Club and has been chosen for several awards by the Rotary International and the Y’s Mens International for community development and

18 of 249 social service. He has been a member of the Managing Committee of Malankara Orthodox Syrian Church for over 33 years and was the lay trustee of the Malankara Orthodox Syrian Church and a member of the working committee of the Indian Orthodox Church. He was conferred the HH Baselios Mathew I Award by Catholicate of the Syrian Orthodox Church Mathews the First Foundation for the year 2008 for his services to the Church. He is also the recipient of Asian Business Man of The Year 2011 from UK- Kerala Business Forum and was also conferred with the Golden Peacock Award, 2012 for business leadership.

George Thomas Muthoot

George Thomas Muthoot is a businessman by profession. He is an undergraduate. He has over 33 years of experience in managing businesses operating in the field of financial services.

George Jacob Muthoot

George Jacob Muthoot has a degree in civil engineering from Manipal University and is a businessman by profession. He is a member of the Trivandrum Management Association, the Confederation of Real Estate Developers Association of India (Trivandrum) and the Trivandrum Agenda Task Force. He is also a member of the Rotary Club, Trivandrum (South), governing body member of the Charitable and Educational Society of Trivandrum Orthodox Diocese, Ulloor, Trivandrum, Finance Committee Member, Mar Diocese College of Pharmacy, Althara, Trivandrum and Mar Gregorious Orthodox Christian Mercy Fellowship, Trivandrum. He has over thirty years of experience in managing businesses operating in the field of financial services.

George Alexander Muthoot

George Alexander Muthoot is a Chartered Accountant who qualified with first rank in Kerala and was ranked 20th overall in India, in 1978. He has a bachelor degree in commerce from Kerala University where he was a rank holder and gold medalist. He was also awarded the Times of India group Business Excellence Award in customised Financial Services in March 2009. He was also awarded the CA Business Leader Award under Financial Services Sector from the Institute of Chartered Accountants of India for 2013. He served as the Chairman of the Kerala Non banking Finance Companies Welfare Association from 2004 to 2007 and is currently its Vice Chairman. He is also the Member Secretary of Finance Companies Association, Chennai. He has over 32 years of experience in managing businesses operating in the field of financial services.

Alexander M George

Alexander M George is an MBA graduate from Thunderbird, The Garvin School of International Management, Glendale, Arizona, USA. He joined Muthoot Finance Limited in 2006 and has been heading the marketing, operations and international expansion of the Company. Under his dynamic leadership and keen vision, the Company has enhanced its brand visibility through innovative marketing strategies and has also implemented various IT initiatives that have benefitted both the customers and employees.

19 of 249 Ms.Usha Sunny

Ms. Usha Sunny is an experienced banking professional with more than 3 decades of experience in the Banking Sector .She has worked with Mashreq Bank PSC, Dubai, Standard Chartered Bank, Dubai, Indian Overseas Bank and Kerala State Drugs and Pharmaceuticals Limited in diversified roles. She is a member of the Institute of Cost Accountants of India, New Delhi and also holds Master’s Degree in Commerce from University of Kerala.

Mr. Jose Mathew

Mr. Jose Mathew is a qualified Chartered Accountant and became the Member of the Institute of Chartered Accountants of India in 1977. He was employed with M/s Kerala State Drugs & Pharmaceutical Ltd, a Government of Kerala Undertaking from 1978 in various positions and demitted office as Managing Director in 1996 – 97. He was also a Director of M/s Vellappally Plantations Pvt Ltd. He also served as the Secretary and General Manager Finance of M/s Kerala State Industrial Enterprises, a holding Company of Government of Kerala during the year 1991- 92 and as the member of the first Responsible Tourism Committee constituted by Department of Tourism, Government of Kerala.He was a Management Committee member of Kerala Travel Mart Society, a private - public association/ Society of travel & tourism fraternity and the Treasurer & Secretary of Kerala Travel Mart Society.

Justice (Retd.) Jacob Benjamin Koshy

Justice (Retd.) Jacob Benjamin Koshy is the Former Chief Justice of Patna High Court. He enrolled as an advocate in the High Court of Kerala in October, 1968. In 1971, he joined M/s. Menon and Pai, a leading Advocates’ firm and become a Partner of the firm in 1982. He specialized in indirect taxation, Labour and Industrial law and appeared in various Courts throughout India. He was Director of Aspinwall and Co. Ltd., William Goodacre (India) Ltd. etc. and life member of YMCA. He represented public sector undertakings like Cochin Port Trust, FACT, Central Bank of India, Indian Oil Corporation, Bharat Petroleum Corporation Limited and various private sector undertakings like TATA Tea Ltd., Hindustan Lever Ltd. Harrison Malayalam Ltd. etc. Elevated as a judge of the High Court of Kerala on 17.01.1996, became Acting Chief Justice of the High Court of Kerala in December, 2008. Thereafter promoted as Chief Justice of Patna High Court (Bihar State) and from there he took retirement. Pronounced judgments in various branches of law including Public Interest Litigation, Constitution, Criminal, Taxation, Arbitration etc. He also functioned as Chancellor of the National University of Advanced Legal Studies, Cochin and Chancellor of the Chanakya National Law University of Patna during his tenure as Acting Chief Justice and Chief Justice respectively.

Mr. Ravindra Pisharody

Mr. Ravindra Pisharody is a corporate business leader and management professional with over 35 years of experience across diverse industries. He was a whole-time director on the board of Tata Motors Limited, where he was heading the commercial vehicles business unit. During his career, Mr. Ravindra Pisharody held national, regional and global leadership roles in sales, marketing, business management and strategy development. Currently, he is a Non-Executive Director on the Boards of three companies, and is an adviser to two other companies. He also undertakes coaching and mentoring assignments.

20 of 249 Mr. Vadakkakara Antony George

Mr. Vadakkakara Antony George is a certified director in Corporate Governance by INSEAD, France. An Alumni of International Institute for Management development (IMD), Lausanne; Mr. George has also participated in the Management Programmes of Harvard Business School and Stanford School of Business. Mr. Vadakkakara Antony George has more than four decades of experience in the corporate field, in both the private and public sectors and was the past chairman of Equipment Leasing Association of India. Apart from being the Managing Director of Thejo Engineering Limited, Chennai, Mr.George is an Independent Director on the Boards of two Corporates. .He is an Adjunct Faculty at Loyola Institute of Business Administration and is also on the Governing Boards of three Higher Education Institutions. Mr. Vadakkakara Antony George holds a bachelor’s degree in mechanical engineering and is also as Associate of the Indian Institute of Banking and Finance. .

Mr. Pratip Chaudhuri

Mr. Pratip Chaudhuri is the former chairman of State Bank of India and has 40 years of experience in the banking sector. He has also served as the Chairman of SBI Global Factors Limited, State Bank of Mysore, State Bank of Bikaner & Jaipur, State Bank of Travancore and State Bank of Hyderabad. He was also a Director at Export – Import Bank of India and State Bank of Patiala.

iv) Key Operational and Financial Parameters for the last 3 Audited years

Annexure-1 v) Project cost and means of financing, in case of funding of new projects

Not Applicable

vi) Management’s perception of risk factors;

Annexure-2 c. Brief history of the Issuer since its incorporation giving details of its following activities:- i) Brief history from the Date of incorporation of the Company

Our Company was originally incorporated as a private limited company on March 14, 1997 with the name “The Muthoot Finance Private Limited” under the Companies Act. Subsequently, by fresh certificate of incorporation dated May 16, 2007, our name was changed to “Muthoot Finance Private Limited”. The Company was converted into a public limited company on November 18, 2008 with the name “Muthoot Finance Limited” and received a fresh certificate of incorporation consequent upon change in status on December 02, 2008 from the ROC.

Our Company obtained permission from the Reserve Bank of India under Section 45 IA of the RBI Act, 1934 for carrying on the business of Non-Banking Financial Institutions on 13-11-2001 vide Regn No. N 16.00167 without accepting public deposits. Further , a renewed certificate of registration dated

21 of 249 December 12, 2008 bearing registration no. N. 16.00167 consequent to above change in the status of the Company.

Amalgamation of Muthoot Enterprises Private Limited with our Company

Our Company, along with Muthoot Enterprises Private Limited, filed a composite scheme of arrangement bearing C.P. Nos. 48 and 50 of 2004 under the Companies Act before the High Court of Kerala (“Scheme of Amalgamation”). The Scheme of Amalgamation was approved by the board of directors of our Company through the board resolution dated April 28, 2004.

Pursuant to the approval of the Scheme of Amalgamation by the High Court of Kerala by an order dated January 31, 2005, Muthoot Enterprises Private Limited was merged with our Company, with effect from April 01, 2004 and the High Court of Kerala had instructed all the parties to comply with the statutory and other legal requirements to make the Scheme of Amalgamation effective.

The company on March 22, 2005 filed a certified copy of the order of the High Court of Kerala with the ROC. With the successful implementation of the Scheme of Amalgamation, the undertaking of Muthoot Enterprises Private Limited along with its assets and liabilities was transferred to and vested in our Company.

Demerger of Radio Business

Our Company filed a scheme of de-merger dated March 17, 2010 under Sections 391 to 394 of the Companies Act, with the High Court of Kerala at Ernakulam for the demerger of the radio business of the Company to Muthoot Broadcasting Private Limited. By an order dated April 09, 2010, the High Court of Kerala sanctioned the scheme of demerger. In terms of the scheme of demerger, all existing properties, rights, powers, liabilities and assets as detailed in the scheme, duties of the radio business of the Company, have been transferred to Muthoot Broadcasting Private Limited with effect from January 01, 2010, which was the appointed date as per the scheme of arrangement. Further, in terms of the order, all proceedings pending by or against the Company relating to radio business will be continued by or against Muthoot Broadcasting Private Limited. Thereafter, pursuant to order of the Ministry of Information and Broadcasting dated July 20, 2010, the Company obtained approval for the transfer of the FM radio licence to Muthoot Broadcasting Private Limited subject to certain conditions.

Initial Public Offer of equity shares and listing in stock exchanges

The Company made an Initial Public Offer of 51,500,000 Equity Shares of the face value Rs. 10/- each at a price of Rs. 175/- raising Rs. 9,012,500,000.00 during the month of April 2011. The equity shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited from May 06, 2011. ii) Details of Share Capital as on last quarter end:-

The share capital of our Company as of December 31, 2020 is set forth below:

Amount in Rs. A Authorised share capital 450,000,000 Equity Shares 4,500,000,000.00 5,000,000 Redeemable Preference Shares of Rs.1,000.00 each 5,000,000,000.00

22 of 249 TOTAL 9,500,000,000.00

B Issued, subscribed and paid-up share capital 401,189,121 Equity Shares of Rs.10.00 each 4,011,891,210.00

C Securities Premium Account 15,015,227,415.00

(b) size of the present offer; As per Summary Term Sheet

(A) after the offer;. Since the present issue pertains to Secured Redeemable Non-convertible Debentures , it will not have an impact on the Issued & Paid-up Capital of the Company

(B) after conversion of convertible instruments (if applicable) Not Applicable

(d) share premium account (before and after the offer) Not Applicable iii) Changes in its capital structure as on last quarter end, for the last five years:-

Annexure - 3

iv) Equity Share Capital History of the Company as on last quarter end, for the last five years:-

Annexure- 4 v) Details of any Acquisition or Amalgamation in the last 1 year.

NIL vi) Details of any Reorganization or Reconstruction in the last 1 year:-

NIL

23 of 249 vii) Dividends declared by the company in respect of the three financial years immediately preceding the date of circulation of offer letter; interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid)

Financial Year Dividend per Equity Interest Coverage Ratio Share of face value (Cash Profit/Interest Rs.10 each (Rs.) cost)

FY 2019-20 15.0 2.10

FY 2018-19 12.0 1.91

FY 2017-18 10.0 2.07

d. Details of the shareholding of the Company as on the latest quarter end:-

i) Details of the shareholding pattern of the Company as on last quarter end:-

Annexure - 5

ii) List of top 10 holders of equity shares of the Company as on the latest quarter end:-

Annexure – 6 e. Details regarding the directors of the Company:-

i) Details of the current directors of the Company :-

Annexure - 7

ii) Details of change in directors since last three years:-

Annexure - 7 f. Details regarding the auditors of the Company:-

i) Details of the auditor of the Company

Annexure - 8

ii) Details of change in auditor since last three years:-

Annexure - 8 g. Details of borrowings of the Company, as on the latest quarter end:-

i) Details of Secured Loan Facilities :-

Annexure - 9

24 of 249 ii) Details of Unsecured Loan Facilities:-

Annexure - 9 iii) Details of NCDs:-

Annexure - 9 iv) List of Top 10 Debenture Holders

Annexure - 9 v) The amount of corporate guarantee issued by the Issuer

Annexure - 9 vi) Details of Commercial Paper:-

Annexure – 9 vii) Details of Rest of the borrowing ( if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares ) :-

NIL viii) Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years

There are no defaults and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years ix) Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option;

The Company has no outstanding borrowings taken/ debt securities issued which where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option x) Details of default in statutory dues, duration of default and present status

Annexure- 10 h. Details of Promoters of the Company:-

The following individuals are the Promoters of our Company:

1. M.G. George Muthoot; 2. George Thomas Muthoot; 3. George Jacob Muthoot; and 4. George Alexander Muthoot;

25 of 249 For additional details on the age, background, personal address, educational qualifications, experience and other directorships of our Promoters, see the section titled “Brief particulars of the management of the Company ” as well as section titled “Details regarding the directors of the Company “ of this SDD.

Shareholding Pattern of our Promoters as on December 31, 2020

S. No. Name of the Total No. of Percentage of No. of Shares Percentage of Shareholder Equity shareholding(%) pledged Shares Shares* to the total pledged share capital of our Company 1. M.G. George 46,551,632 11.60 Nil Nil Muthoot 2. George Thomas 43,630,900 10.88 Nil Nil Muthoot 3. George Jacob 43,630,900 10.88 Nil Nil Muthoot 4. George 43,630,900 10.88 Nil Nil Alexander Muthoot Total 177,444,332 44.24 *All Equity Shares held by the Promoters are in dematerialised form. i. Disclosures with regard to interest of directors, litigation etc. Annexure 11 & 12 j. Abridged version of Audited Consolidated (wherever available) and Standalone Financial Information ( like Profit & Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications , if any.

Annexure-16 & 16A k. Abridged version of Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (like Profit & Loss statement, and Balance Sheet) and auditors qualifications, if any.

Annexure-17 & 17A ; 17B & 17C . Future Disclosures will be incorporated in the respective TDD issued subsequent to the announcement of the above Financial Information. l. Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company.

- There were no change in accounting policies during the last three years.

26 of 249 - The Company has adopted Indian Accounting Standards (‘Ind AS’) as notified under Section 133 of the Companies Act 2013 (’the Act’) read with the Companies (Indian Accounting Standards) Rules 2015 from 1st April 2018. The effective date of transition to Ind AS is 1st April 2017 and the same has been carried out from the erstwhile Accounting Standards notified under the Act, read with relevant rules of Companies (Accounts) Rules 2014, guidelines issued by the Reserve Bank of India and other generally accepted accounting principles in India . m. Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities.

Subject to the risk factors mentioned in this SDD under section A(b)-vi titled ‘Management’s perception of risk factors’ and circumstances/situations that may arise there from, in our opinion, there are no material event/ development or change having implications on the financials/credit quality, which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities. n. The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given his consent to the Issuer for his appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities.

IDBI Trusteeship Services Limited has given their consent to the Issuer for its appointment to act as Debenture Trustee for the Debenture holders and in all the subsequent periodical communications sent to the Debenture holders vide their letter dated March 01 , 2021 for an amount aggregating to Rs.1707 crs to be issued on private placement. o. The detailed rating rationale (s) adopted (not older than one year on the date of opening of the issue)/ credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed.

Annexure - 18 p. If the security is backed by a guarantee or letter of comfort or any other document / letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure( procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document.

NIL

27 of 249 q. Consent letter from the Debenture Trustee shall be disclosed.

The copy of the consent letter from the Debenture Trustee dated March 01 ,2021 has been annexed as Annexure -19 r. Names of all the recognised stock exchanges where the debt securities are proposed to be listed clearly indicating the designated stock exchange.

The Secured NCDs are proposed to be listed on the designated stock exchange i.e. Wholesale Debt Market (WDM) segment of BSE Limited. s. Other details i) DRR creation - relevant regulations and applicability Annexure - 13 ii) Issue/instrument specific regulations - relevant details (Companies Act, RBI guidelines, etc). Annexure - 13 iii) Application process

Annexure - 14

B. ISSUE DETAILS a. Summary term sheet Annexure - 15 C . DISCLOSURES PERTAINING TO WILFUL DEFAULT

Neither the issuer nor any of its promoters or directors has been declared as a wilful defaulter.

D. DECLARATION BY THE AUTHORISED PERSON ISSUING THE SDD

I am authorized by the Board of Directors of the Company vide resolution February 19 , 2021, to sign this SDD and declare that all the requirements of the Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this SDD and matters incidental thereto have been complied with. Whatever is stated in this SDD and in the attachments thereto is true, correct and complete and no

28 of 249 information materialto the subject matter ofthis SDD has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Aisociation.

It ls furtherdeclared and verlfied that allthe requtred attachments have been aompletely, correctly and leglbly attached to this SDD.

For Muthoot Finance Ltd For Mtttliimt Fiad,,ce llmired

Ooioicn X. Man'/,en Authorised Signatory

oate I March 01,2021 Place : Kochl

: ''|

29o1249 Annexure-1

A summary of the key operational and financial parameters for the last 3 audited financial years of the Company on a standalone basis are as under:

(Rs. In millions) Particulars For the year ended March 31 2019-20 2018-19 2017-18

Equity 1,15,718 97,927 78,120 Total Borrowings of which-

Debt securities 99,619 79,870 51,988

Borrowings(other than debt securities) 2,68,706 1,84,175 1,48,823

Subordinated Liabilities 2,976 4,287 10,860

Property, Plant and Equipment 2,227 1,867 1,922

Other Intangible assets 51 59 82

Financial Assets 5,01,384 3,77,750 3,05,293

Non- Financial Assets 3,213 2,937 2,629

Cash and Cash Equivalents 55,046 17,135 4,552 Bank Balances other than cash and cash equivalents 1,360 220 318

Financial Liabilities 3,84,103 2,79,729 2,26,248

Non- Financial Liabilities 4,776 3,030 3,554

Loans 4,26,042 3,49,329 2,95,068

Loans (Principal Amount) 4,16,106 3,42,461 2,91,420

Interest Income 85,644 67,570 62,021

Finance Costs 27,909 22,368 19,314

Impairment on Financial Instruments 957 275 2,397

Profit for the year 30,183 19,721 17,776 % Stage 3 Loans on Loans(Principal Amount) 2.16% 2.72% 4.42% % Net Stage 3 Loans on Net Loans (Principal 1.96% 2.39% 3.84% Amount)

30 of 249 CRAR - Tier I Capital Ratio(%) 24.30% 25.61% 25.49% CRAR - Tier II Capital Ratio(%) 1.17% 0.44% 0.77% Debt Equity Ratio of the company

Before the issue of debt securities 3.21

After the issue of debt securities # 3.36 # The debt-equity ratio post the Issue is indicative and is on account of assumed inflow of` Rs. 17,070.00 million from the Issue and does not include contingent and off-balance sheet liabilities. The actual debt-equity ratio post the Issue would depend upon the actual position of debt and equity on the date of allotment.

A summary of the key operational and financial parameters as at and for the half year ended September 30, 2020 (unaudited & limited reviewed) are as follows:

(Rs. In millions) Particulars Half year ended September 30,2020

Equity 131,966 Total Borrowings of which-

Debt securities 110,791

Borrowings(other than debt securities) 308,017

Subordinated Liabilities 2,763

Property, Plant and Equipment 2,259

Other Intangible assets 52

Financial Assets 568,400

Non- Financial Assets 3,967

Cash and Cash Equivalents 55,558

Bank Balances other than cash and cash equivalents 529

Financial Liabilities 435,324

Non- Financial Liabilities 5,077

Loans 476,478

Loans (Principal Amount) 470,163

Interest Income 48,226

31 of 249

Finance Costs 17,956

Impairment on Financial Instruments 253

Profit for the year 17,351 % Stage 3 Loans on Loans(Principal Amount) 1.26% % Net Stage 3 Loans on Net Loans (Principal Amount) 1.15% CRAR - Tier I Capital Ratio(%) 24.62% CRAR - Tier II Capital Ratio(%) 1.11% Debt Equity Ratio of the company

Before the issue of debt securities 3.19

After the issue of debt securities # 3.32 # The debt-equity ratio post the Issue is indicative and is on account of assumed inflow of` Rs.17,070.00 million from the Issue and does not include contingent and off-balance sheet liabilities. The actual debt-equity ratio post the Issue would depend upon the actual position of debt and equity on the date of allotment.

A summary of the key operational and financial parameters for the last 3 audited financial years on a consolidated basis are as under:

(Rs in millions)

For the year ended Particulars March 31

2,020 2,019 2,018

Equity 1,18,292.10 99,312.00 78,565.75 Total Borrowings of which-

Debt securities 1,02,826.55 82,149.41 53,977.50

Borrowings(other than debt securities) 3,00,115.44 2,11,314.21 1,70,703.98

Deposits 2,560.06 2,618.98 2,652.80

Subordinated Liabilities 3,849.85 5,192.51 11,572.74

Property, Plant and Equipment 2,426.87 2,055.82 2,046.02

Goodwill 299.96 299.96 212.16

Other Intangible assets 85.37 79.85 108.00

Financial Assets 5,44,273.60 4,13,383.97 3,33,345.39

Non- Financial Assets 4,543.33 3,964.01 3,372.59

32 of 249

Cash and Cash Equivalents 58,347.65 20,056.62 6,412.06 Bank Balances other than cash and cash 2,958.88 equivalents 1,978.22 1,058.15

Financial Liabilities 4,23,624.68 3,13,405.42 2,53,672.45

Non- Financial Liabilities 5,178.73 3,206.79 3,746.65

Loans 4,70,677.41 3,87,263.27 3,22,522.95

Interest Income 94,177.36 74,160.10 66,123.61

Finance Costs 31,728.40 25,354.65 21,271.37

Impairment on Financial Instruments 1,870.80 678.51 2,713.02

Profit for the year 31,686.81 21,029.63 18,437.51

33 of 249 Annexure-2

Management’s perception of risk factors; Prospective investors should carefully consider the risks and uncertainties mentioned below, in addition to the other information contained in this SDD , before making any investment decision relating to the NCDs. In making an investment decision, each investor must rely on its own examination of us and the terms of the offering of the NCDs, including the merits and risks involved prior to making any investment decision. If any of the following risks or other risks that are not currently known or are now deemed immaterial, actually occur, our business, financial condition and result of operation could suffer, the trading price of the NCDs could decline and you may lose all or part of your interest and/or redemption amounts. The risks and uncertainties described in this section are not the only risks that we currently face. Additional risks and uncertainties not known to us or that we currently believe to be immaterial may also have an adverse effect on our business, results of operations and financial condition.

Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify the financial or other implications of any of the risks mentioned herein. Our business, financial condition or results of operations could be materially and adversely affected if any of these risks actually occur which may, as a result, affect our ability to pay interest on, and repay the principal amount of, the NCDs.

The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another.

This SDD contains forward looking statements that involve risk and uncertainties. Our Company’s actual results could differ materially from those anticipated in these forward looking statements as a result of several factors, including the considerations described below and elsewhere in this SDD.

INTERNAL RISK FACTORS

Risks relating to our Business and our Company

 Our business requires substantial capital, and any disruption in funding sources would have a material adverse effect on our liquidity , financial condition and cash flows.

 Our business and financial performance is particularly vulnerable to interest rate risk. If we fail to adequately manage our interest rate risk in the future it could have an adverse effect on our net interest margin, thereby adversely affecting our business and financial condition.

 We may not be able to recover the full loan amount, and the value of the collateral may not be sufficient to cover the outstanding amounts due under defaulted loans. Failure to recover the value of the collateral could expose us to a potential loss, thereby adversely affect our financial condition and results of operations.

 We face increasing competition in our business which may result in declining margins if we are unable to compete effectively. Increasing competition may have an adverse effect on our net interest margin, and, if we are unable to compete successfully, our market share may decline.

 We have certain contingent liabilities; in the event any of these contingent liabilities materialise, our financial condition may be adversely affected.

34 of 249  We may not be able to successfully sustain our growth strategy. Inability to effectively manage our growth and related issues could materially and adversely affect our business and impact our future financial performance.

 Increase in price of gold allows us to lend more on a gold jewellery. We may not be able recover dues on the loan entirely while auctioning the gold jewellery obtained as collateral on account of subsequent fall in gold price.

 A major part of our branch network is concentrated in southern India and any disruption or downturn in the economy of the region would adversely affect our operations.

 We may face asset-liability mismatches due to inability to obtain additional credit facilities or renew existing credit facilities in a timely manner which could affect our liquidity and consequently may adversely affect our operations, profitability and cash flows.

 Our indebtedness and restrictive covenants under financing agreements could restrict our ability to conduct our business and operations in the manner we decide..

 Our Gold Loans are due within one year of disbursement, and a failure to disburse new loans may result in a reduction of our loan portfolio and a corresponding decrease in our interest income.

 If we are not able to control or reduce the level of non-performing assets/Stage 3 Loan Assets in our loan portfolio, the overall quality of our loan portfolio may deteriorate and our results of operations may be adversely affected.

 We face difficulties in carrying out credit risk analyses on our customers, most of whom are individual borrowers, and we face the risk of default and non-payment by our customers which could have a material and adverse effect on our results of operations and financial condition.

 We cannot assure you that the new products that we introduce will be profitable in the future.

 Our customer base comprises entirely of individual borrowers, who generally are more likely to be affected by declining economic conditions than large corporate borrowers. Any decline in the repayment capabilities of our borrowers, may result in increase in defaults, thereby adversely affecting our business and financial condition.

 Because we handle high volume of cash and gold jewellery in a dispersed network of branches, we are exposed to operational risks, including employee negligence, fraud, petty theft, burglary and embezzlement, which could harm our results of operations and financial position.

 A decline in our capital adequacy ratio could restrict our future business growth.

 If we fail to maintain effective internal control over financial reporting in the future, the accuracy and timing of our financial reporting may be adversely affected.

35 of 249  We may experience difficulties in expanding our business into additional geographical markets in India, which may adversely affect our business prospects, financial conditions and results of operations.

 System failures or inadequacy and security breaches in computer systems may adversely affect our operations and result in financial loss, disruption of our businesses, regulatory intervention or damage to our reputation.

 We may not be able to maintain our current levels of profitability due to increased costs or reduced spreads.

 Our ability to access capital also depends on our credit ratings. Any downgrade in our credit ratings would increase borrowing costs and constrain our access to capital and lending markets and, as a result, would negatively affect our net interest margin and our business.

 Our ability to raise foreign currency borrowings may be constrained by Indian law. Such regulatory restrictions limit our financing sources and hence could constrain our ability to obtain financing in a timely manner and on competitive terms and may adversely impact our ability to refinance existing indebtedness. Limitations on raising foreign debt may have an adverse effect on our business, financial condition and results of operations.

 Our indebtedness and restrictive covenants under financing agreements could restrict our ability to conduct our business and operations in the manner we decide. If we are held to be in breach of any financial or other covenants contained in any of our financing arrangements, our obligations may be accelerated and we may be required to immediately repay our borrowings either in whole or in part;

 If Expected Credit Loss provisions on Stage 3 loan assets made are not sufficient to provide adequate cover for loan losses that may occur, this could have an adverse effect on our financial condition, liquidity and results of operations.

 We are subject to supervision and regulation by the RBI as a non-deposit-taking systemically important NBFC. In case of any adverse change in the regulations, we may have to comply with stricter regulations and guidelines issued by regulatory authorities in India which may adversely affect our business, results of operation and financial condition.

 We may not be in compliance with relevant state money lending laws, which could adversely affect our business. In the event that any state government requires us to comply with the provisions of their respective state money lending laws, or imposes any penalty, including for prior non-compliance, our business, results of operations and financial condition may be adversely affected.

 Our ability to assess, monitor and manage risks inherent in our business differs from the standards of some of our counterparts in India and in some developed countries. Inability to

36 of 249 effectively manage our risk management systems can adversely affect our business, financial condition and results of operation.

 Any failure by us to identify, manage, complete and integrate acquisitions, divestitures and other significant transactions successfully could adversely affect our results of operations, business and prospects.

 In order to be successful, we must attract, retain and motivate key employees, and failure to do so could adversely affect our business. Failure to hire key executives or employees could have a significant impact on our operations.

 Our insurance coverage may not be adequate to protect us against all potential losses to which we may be subject. Any liability in excess of our insurance claim or rejection of claim by the Insurer could have a material adverse effect on our results of operations and financial position.

 Our results of operations could be adversely affected by any disputes with our employees.

 We and certain of our Directors are involved in certain legal and other proceedings (including criminal proceedings) that if determined against us, could have a material adverse effect on our business, financial condition and results of operations.

 The “Muthoot” logo and other combination marks are proposed to be registered in the name of our Promoters. If we are unable to use the trademarks and logos, our results of operations may be adversely affected. Further, any loss of rights to use the trademarks may adversely affect our reputation, goodwill, business and our results of operations.

 Our inability to obtain, renew or maintain our statutory and regulatory permits and approvals required to operate our business may have a material adverse effect on our business, financial condition and results of operations.

 Major lapses of control, system failures or calamities could adversely impact our business.

 Our ability to borrow from various banks may be restricted on account of guidelines issued by the RBI imposing restrictions on banks in relation to their exposure to NBFCs. Any limitation on our ability to borrow from such banks may increase of our cost of borrowing, which could adversely impact our growth, business and financial condition.

 We have entered into certain transactions with related parties. Any transaction with related parties may involve conflicts of interest.

 We have not entered into any definitive agreements to utilise a substantial portion of the net proceeds of the Issue.

 We continue to be controlled by our Promoters and they will continue to have the ability to exercise significant control over us. We cannot assure you that exercise of control by our Promoters will always favour our best interest.

37 of 249  Our business strategy may change in the future and may be different from that which is contained herein. Any failure to successfully diversify into other businesses can adversely affect our financial condition.

 Our Promoters, Directors and related entities have interests in a number of entities, which are in businesses similar to ours and this may result in potential conflicts of interest with us.

 We are significantly dependent on our management team and our ability to attract and retain talent. Loss of any member from our management team can adversely affect our business and results of operation.

 Our employees may be the target of theft, burglary and other crimes which may adversely affect our business, operations, and ability to recruit and retain employees.

 Our internal procedures, on which we rely for obtaining information on our customers and loan collateral, may be deficient and result in business losses.

 We do not own a majority of our branches of operation. Most of the lease agreements entered into by our Company may not be duly registered or adequately stamped. Any termination of arrangements for lease of our branches or our failure to renew the same in a favourable, timely manner, or at all, could adversely affect our business and results of operations.

 Our Company is exposed to fluctuations in the market values of its investment and other asset portfolio. Any decline in the value of the investments could negatively impact our Company’s financial condition and cash flows.

 Our inability to detect money-laundering and other illegal activities fully and on a timely basis may expose us to additional liability and adversely affect our business and reputation.

 The new bankruptcy code in India may affect our rights to recover loans from borrowers.

 Our ability to establish and maintain current accounts with scheduled commercial banks and payment banks may be restricted on account of guidelines issued by the RBI. Any restrictions on our ability to maintain those accounts, or establish new current accounts, could adversely impact our growth, business and financial condition.

 Our business and activities may be regulated by the Competition Act, 2002. If we are affected, directly or indirectly, by the application or interpretation of any provision of the Competition Act, or any enforcement proceedings initiated by the Competition Commission of India, or any adverse publicity that may be generated due to scrutiny or prosecution by the Competition Commission of India, it may have a material adverse effect on our business, prospects, results of operations, cash flows and financial condition.

38 of 249  Our financial statements prepared in accordance with Ind AS may not be comparable to our financial statements prepared in accordance with Indian GAAP and may not offer sufficient basis for investors to analyse the Company’s financial condition and financial performance.

 This SDD includes certain unaudited financial information, which has been subjected to limited review, in relation to our Company. Reliance on such information should, accordingly, be limited.

EXTERNAL RISK FACTORS

Risk factors related to India

 Continuing spread of COVID-19 pandemic in India could adversely impact economy, businesses and daily human life. The extend of impact is uncertain and cannot be predicted.

 Financial difficulty and other problems in certain financial institutions in India could adversely affect our business. This risk, which is sometimes referred to as "systemic risk". Any such difficulties or instability of the Indian financial system in general could create an adverse market perception about Indian financial institutions and banks and hence could adversely affect our business.

 Changing laws, rules and regulations and legal uncertainties, including adverse application of tax laws and regulations, may adversely affect our business and financial performance.

 Any adverse change in India’s credit ratings by international rating agencies may limit our access to capital markets and this could in turn materially and adversely affect our business, financial condition and results of operations

 There could be political, economic or other factors that are beyond our control but may have a material adverse impact on our business and results of operations should they materialize.

 A decline in India’s foreign exchange reserves may affect liquidity and interest rates in the Indian economy, which could adversely impact our financial condition.

 Companies operating in India are subject to a variety of central and state government taxes and surcharges. Any increase in tax rates could adversely affect our business and results of operations.

 The taxation system in India could adversely affect our business, prospects, financial condition, cash flows and results of operations. The tax consequences of the GAAR (General Anti Avoidance Rules were introduced in the Finance Act 2012 and have been applicable since April 1, 2018) could result in denial of tax benefits and other consequences, and if the GAAR is made applicable to us, it may have an adverse tax impact on us.

39 of 249

Risks relating to the Issue and the NCDs

 Certain facts and statistics included in this SDD are derived from publications not independently verified by us.

 In the unfortunate event of Company’s bankruptcy, winding-up or liquidation, the other lenders and debenture trustees who have paripassu charge over the Security provided , will rank paripassu with the holders of NCD and to that extent ,may reduce the amounts recoverable by the holders of NCD.

 Changes in interest rate may affect the price of our NCD. Any increase in rate of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the price of our NCDs.

 You may not be able to recover, on a timely basis or at all, the full value of the outstanding amounts and/or the interest accrued thereon in connection with the NCDs. Failure or delay to recover the expected value from a sale or disposition of the assets charged as security in connection with the NCDs could expose you to a potential loss.

 There may be no active market for the NCDs , as a result , the liquidity and market prices of the NCDs may fail to develop and may accordingly be adversely affected.

 There may be a delay in making refund to Applicants , in case of an event of refund arises.

 Credit ratings may not reflect all risks. Credit rating may not reflect the potential impact of all risks related to structure, market, additional factors discussed here, and other factors that may affect the value of the NCDs.

 Any downgrading in credit rating of our NCDs may adversely affect the value of NCDs and thus our ability to raise further debts.

 Securities on our Secured NCDs rank as paripassu with our Company’s other secured indebtedness both present and future.

 The rights over the security provided will not be granted directly to holders of the NCDs.

 Our Company’s obligations under the NCDs will be subordinated to certain tax and other liabilities preferred by law

 Security provided for the Issue may not be enforceable if the security provided for the Issue is classified as ‘Assets’ under the IT Act and will be void as against any claim in respect of any tax or any other sum payable by our Company.

40 of 249  Payments to be made on the NCDs will be subordinated to certain tax and other liabilities preferred by law. In the event of bankruptcy, liquidation or winding-up, there may not be sufficient assets remaining to pay amounts due on the NCDs.

 The Bankruptcy Code in India may affect the rights of the NCD Holders. As per Bankruptcy Code along with related rules thereunder , only RBI can now commence Corporate Insolvency and Resolution Petition (CIRP) against NBFCs with an asset size of at least INR 5 billion. Creditors, including the NCD Holders cannot initiate CIRP against the Issuer. If the Bankruptcy Code provisions are invoked against us, it may adversely affect the Issuer’s business, financial condition and results of operations and the Issuer’s ability to pay back creditors and enforcement of creditor rights will be subject to the Bankruptcy Code

 The fund requirement and deployment mentioned in the Objects of the Issue have not been appraised by any bank or financial institution

41 of 249 Annexure - 3

Changes in the Authorised Capital of our Company as of December 31, 2020

Details of increase in authorised share capital since incorporation

S.No. Particulars of increase Date of Shareholders’ AGM/EGM meeting

1. Increase in authorised share capital from November 20, 2001 EGM Rs. 6,000,000.00 divided into 600,000 equity shares of Rs. 10.00 each to Rs. 26,000,000.00 divided into 2,600,000 equity shares of Rs. 10.00 each. 2. Increase in authorised share capital from August 21, 2004 Court Rs. 26,000,000.00 divided into 2,600,000 equity convened shares of Rs. 10.00 each to Rs. 86,000,000.00 general divided into 8,600,000 equity shares of Rs. 10.00 meeting each.* 3. Increase in authorised share capital from September 10, 2008 AGM Rs. 86,000,000.00 divided into 8,600,000 equity shares of Rs. 10.00 each to Rs. 500,000,000.00 divided into 50,000,000 equity shares of Rs. 10.00 each. 4. Increase in authorised share capital from August 24, 2009 EGM Rs. 500,000,000.00 divided into 50,000,000 equity shares of Rs. 10.00 each to Rs. 3,500,000,000.00 divided into 350,000,000 equity shares of Rs. 10.00 each. 5. Increase in authorised share capital from September 21, 2010 EGM Rs. 3,500,000,000.00 divided into 350,000,000 equity shares of Rs. 10.00 each to Rs. 4,500,000,000.00 divided into 450,000,000 equity shares of Rs. 10.00 each. 6. Increase in authorised share capital from March 07, 2011 EGM Rs. 4,500,000,000.00 divided into 450,000,000 equity shares of Rs. 10.00 each to Rs. 9,500,000,000.00 divided into 450,000,000 equity shares of Rs. 10.00 each and 5,000,000 redeemable preference shares of Rs. 1,000.00 each. *This increase in authorised share capital was pursuant to the order of the High Court of Kerala, Ernakulam dated January 31, 2005 approving the scheme of arrangement and amalgamation of Muthoot Enterprises Private Limited with our Company.

42 of 249 Annexure - 4 a. Equity Share capital history of the Company as of December 31, 2020

Date of No. of Face Issue Nature of Reasons for Cumulativ Cumulative Cumulative share allotment Equity value price considerat allotment e no. of paid-up premium (Rs.) Shares (Rs.) (Rs.) ion Equity share capital Shares (Rs.)

March 14, 4,000 10.00 10.00 Cash Subscription to 4,000 40,000.00 - 1997 the Memorandum(1) March 30, 250,000 10.00 10.00 Cash Preferential 254,000 2,540,000.00 - 1998 Allotment(2) March 06, 1,750,000 10.00 30.00 Cash Preferential 2,004,000 20,040,000.00 35,000,000.00 2002 Allotment(3) March 21, 1,993,230 10.00 - Considerati Allotment 3,997,230 39,972,300.00 35,000,000.00 2005 on other pursuant to than cash, scheme of pursuant amalgamation.(4) to scheme of amalgamati on October 3 1,000,000 10.00 250.00 Cash Preferential 4,997,230 49,972,300.00 275,000,000.00 1, 2006 Allotment(5) February 2 2,770 10.00 10.00 Cash Preferential 5,000,000 50,000,000.00 275,000,000.00 7, 2007 Allotment(6) July 31, 20 1,000,000 10.00 250.00 Cash Preferential 6,000,000 60,000,000.00 515,000,000.00 08 Allotment(7) October 2 42,000,000 10.00 - N.A. Bonus issue in 48,000,000 480,000,000.00 515,000,000.00 1, 2008 the ratio 7:1(8) December 1,000,000 10.00 250.00 Cash Preferential 49,000,000 490,000,000.00 755,000,000.00 31, 2008 Allotment(9) August 29, 252,000,000 10.00 - N.A. Bonus issue in 301,000,000 3,010,000,000.00 0

43 of 249 Date of No. of Face Issue Nature of Reasons for Cumulativ Cumulative Cumulative share allotment Equity value price considerat allotment e no. of paid-up premium (Rs.) Shares (Rs.) (Rs.) ion Equity share capital Shares (Rs.) 2009 the ratio 36:7(10) July 23, 20 6,404,256 10.00 123.00 Cash Preferential 307,404,256 3,074,042,560.00 723,680,928.00 10 allotment to Matrix Partners India Investments, LLC pursuant to the Matrix Investment Agreement. July 23, 20 6,404,256 10.00 123.00 Cash Preferential 313,808,512 3,138,085,120.00 1,447,361,856.00 10 allotment to Baring India Private Equity Fund III Limited pursuant to the Baring Investment Agreement September 3,042,022 10.00 133.00 Cash Preferential 316,850,534 3,168,505,340.00 1,821,530,562.00 08, 2010 allotment to Kotak India Private Equity Fund pursuant to the Kotak Investment Agreement. September 160,106 10.00 133.00 Cash Preferential 317,010,640 3,170,106,400.00 1,841,223,600.00 08, 2010 allotment to

44 of 249 Date of No. of Face Issue Nature of Reasons for Cumulativ Cumulative Cumulative share allotment Equity value price considerat allotment e no. of paid-up premium (Rs.) Shares (Rs.) (Rs.) ion Equity share capital Shares (Rs.) Kotak Investment Advisors Limited pursuant to the Kotak Investment Agreement. September 1,440,922 10.00 173.50 Cash Preferential 318,451,562 3,184,515,620.00 2,076,814,380.00 23, 2010 allotment to Matrix Partners India Investments, LLC pursuant to the Matrix Investment Agreement. September 1,761,206 10.00 173.50 Cash Preferential 320,212,768 3,202,127,680.00 2,364,771,561.00 23, 2010 allotment to The Wellcome Trust Limited (as trustee of The Wellcome Trust, United Kingdom) pursuant to the Wellcome Investment Agreement. May 03, 20 51,500,000 10.00 175.00 Cash Allotment 371,712,768 3,717,127,680.00 10,862,271,561.00

45 of 249 Date of No. of Face Issue Nature of Reasons for Cumulativ Cumulative Cumulative share allotment Equity value price considerat allotment e no. of paid-up premium (Rs.) Shares (Rs.) (Rs.) ion Equity share capital Shares (Rs.) 11 pursuant to initial public offering April 29, 25,351,062 10.00 Cash Allotment 397,063,830 3,970,638,300.00 14,500,195,725.00 2014 165.00 pursuant to Institutional Placement Programme January 1,63,400 10.00 50.00 Cash Allotment 397.227.230 3,972,272,300.00 14,471,966,693.96 06, 2015 pursuant to ESOP Scheme January 4,85,181 10.00 10.00 Cash Allotment 397,712,411 3,977,124,110.00 14,524,026,615.26 06, 2015 pursuant to ESOP Scheme March 06, 1,68,960 10.00 10.00 Cash Allotment 397,881,371 3,978,813,710.00 14,542,156,023.26 2015 pursuant to ESOP Scheme March 85,048 10.00 50.00 Cash Allotment 397,966,419 3,979,664,190.00 14,551,281,673.66 06,2015 pursuant to ESOP Scheme June 04, 21,641 10.00 10.00 Cash Allotment 397,988,060 3,979,880,600.00 14,553,603,752.96 2015 pursuant to ESOP Scheme June 04, 11,900 10.00 50.00 Cash Allotment 397,999,960 3,979,999,600.00 14,554,880,622.96 2015 pursuant to ESOP Scheme September 9,394 10 10.00 Cash Allotment 398,009,354 3,980,093,540.00 14,556,020,991.1 15, 2015 pursuant to ESOP Scheme

46 of 249 Date of No. of Face Issue Nature of Reasons for Cumulativ Cumulative Cumulative share allotment Equity value price considerat allotment e no. of paid-up premium (Rs.) Shares (Rs.) (Rs.) ion Equity share capital Shares (Rs.) September 34,642 10 50.00 Cash Allotment 398,043,996 3,980,439,960.00 14,561,724,761.76 15, 2015 pursuant to ESOP Scheme March 16, 6,02,106 10 10.00 Cash Allotment 398,646,102 3,986,461,020.00 14,626,198,343.56 2016 pursuant to ESOP Scheme March 16, 356,230 10 50.00 Cash Allotment 399,002,332 3,990,023,320.00 14,665,742,013.56 2016 pursuant to ESOP Scheme June 27, 23,782 10 10.00 Cash Allotment 399,026,114 3,990,261,140.00 14,668,297,172.16 2016 pursuant to ESOP Scheme June 27, 24,820 10 50.00 Cash Allotment 399,050,934 3,990,509,340.00 14,670,994,528.16 2016 pursuant to ESOP Scheme December 12,525 10 10.00 Cash Allotment 399,063,459 3,990,634,590.00 14,672,469,914.6 21, 2016 pursuant to 6 ESOP Scheme December 392,280 10 50.00 Cash Allotment 399,455,739 3,994,557,390.00 14,717,877,388.66 21, 2016 pursuant to ESOP Scheme March 23, 19,810 10 50 Cash Allotment 399,475,549 3,994,755,490.00 14,721,810,886.66 2017 pursuant to ESOP Scheme May 09, 3,512 10 10 Cash Allotment 399,479,061 3,994,790,610.00 14,72,21,70,618.27( 2017 pursuant to 12) ESOP Scheme May 09, 57,235 10 50 Cash Allotment 399,536,296 3,995,362,960.00 14,73,14,90,439.47 2017 pursuant to ESOP Scheme

47 of 249 Date of No. of Face Issue Nature of Reasons for Cumulativ Cumulative Cumulative share allotment Equity value price considerat allotment e no. of paid-up premium (Rs.) Shares (Rs.) (Rs.) ion Equity share capital Shares (Rs.) August 07, 4,113 10 10 Cash Allotment 399,540,409 3,995,404,090.00 14,73,22,60,652.08 2017 pursuant to ESOP Scheme August 07, 26,280 10 50 Cash Allotment 399,566,689 3,995,666,890.00 14,73,70,68,218.87 2017 pursuant to ESOP Scheme December 2,575 10 10 Cash Allotment 399,569,264 3,995,692,640.00 14,73,74,30,738.24 11, 2017 pursuant to ESOP Scheme December 344,650 10 50 Cash Allotment 399,913,914 3,999,139,140.00 14,78,00,35,375.64 11, 2017 pursuant to ESOP Scheme March 29, 3,225 10 10 Cash Allotment 399,917,139 3,999,171,390.00 14,78,03,58,544.64 2018 pursuant to ESOP Scheme March 29, 124,100 10 50 Cash Allotment 400,041,239 4,000,412,390.00 14,79,70,41,885.56 2018 pursuant to ESOP Scheme May 15, 1,925 10 10 Cash Allotment 400,043,164 4,000,431,640.00 14,79,72,35,012.87 2018 pursuant to ESOP Scheme May 15, 48,280 10 50 Cash Allotment 400,091,444 4,000,914,440.00 14,80,66,55,856.87 2018 pursuant to ESOP Scheme September 3,237 10 10 Cash Allotment 400,094,681 4,000,946,810.00 14,80,74,55,069.06 19, 2018 pursuant to ESOP Scheme September 117,090 10 50 Cash Allotment 400,211,771 4,002,117,710.00 14,83,37,32,460.56 19, 2018 pursuant to ESOP Scheme

48 of 249 Date of No. of Face Issue Nature of Reasons for Cumulativ Cumulative Cumulative share allotment Equity value price considerat allotment e no. of paid-up premium (Rs.) Shares (Rs.) (Rs.) ion Equity share capital Shares (Rs.) December 2,125 10 10 Cash Allotment 400,213,896 4,002,138,960.00 14,83,39,98,282.12 18, 2018 pursuant to ESOP Scheme December 369,385 10 50 Cash Allotment 400,583,281 4,005,832,810.00 14,87,84,45,960.17 18, 2018 pursuant to ESOP Scheme February 45,080 10 50 Cash Allotment 400,628,361 4,006,283,610.00 14,88,41,99,305.82 20, 2019 pursuant to ESOP Scheme March 23, 32,955 10 50 Cash Allotment 400,661,316 4,006,613,160.00 14,89,04,08,705.22 2019 pursuant to ESOP Scheme June 21, 41,080 10 50 Cash Allotment 400,702,396 4,007,023,960.00 14,89,79,86,083.12 2019 pursuant to ESOP Scheme August 24, 100 10 10 Cash Allotment 400,702496 4,007,024,960.00 14,89,80,31,314.12 2019 pursuant to ESOP Scheme August 24, 30,405 10 50 Cash Allotment 400,732,901 4,007,329,010.00 14,90,59,03,709.52 2019 pursuant to ESOP Scheme October 475 10 10 Cash Allotment 400,733,376 4,007,333,760.00 14,90,61,16,058.27 28,2019 pursuant to ESOP Scheme October 1,31,105 10 50 Cash Allotment 400,864,481 4,008,644,810.00 14,94,26,16,047.87 28,2019 pursuant to ESOP Scheme December 500 10 10 Cash Allotment 400,864,981 4,008,649,810.00 14,94,27,46,010.37 31,2019 pursuant to ESOP Scheme

49 of 249 Date of No. of Face Issue Nature of Reasons for Cumulativ Cumulative Cumulative share allotment Equity value price considerat allotment e no. of paid-up premium (Rs.) Shares (Rs.) (Rs.) ion Equity share capital Shares (Rs.) December 1,03,720 10 50 Cash Allotment 400,968,701 4,009,687,010.00 14,95,51,89,481.52 31,2019 pursuant to ESOP Scheme March 68,625 10 50 Cash Allotment 401,037326 4,010,373,260.00 14,96,87,93,484.00 14,2020 pursuant to ESOP Scheme July 41,010 10 50 Cash Allotment 401,078,336 4,010,783,360.00 14,97,89,91,189.30 18,2020 pursuant to ESOP Scheme July 200 10 10 Cash Allotment 401,078,536 4,010,785,360.00 14,97,90,81,124.82 18,2020 pursuant to ESOP Scheme September 93,680 10 50 Cash Allotment 401,172,216 4,011,722,160.00 15,01,06,68,847.87 29,2020 pursuant to ESOP Scheme December 16,905 10 50 Cash Allotment 401,189,121 4,011,891,210.00 15,01,52,27,414.87 22,2020 pursuant to ESOP Scheme 1. At the time of incorporation, upon subscription to the Memorandum, allotment of 1,000 Equity Shares to each of M.G. George Muthoot, George Thomas Muthoot, George Jacob Muthoot and George Alexander Muthoot.

2. Allotment of 62,500 Equity Shares to each of M.G. George Muthoot, George Thomas Muthoot, George Jacob Muthoot and George Alexander Muthoot.

3. Allotment of Equity Shares to M.G. George Muthoot (200, 000), George Thomas Muthoot (200,000), George Jacob Muthoot (200,000), George Alexander Muthoot (250,000), GeorgieKurien (150,000), ValsaKurien (150,000), Sara George (150,000), Susan Thomas (150,000), Elizabeth Jacob (150,000), and Anna Alexander (150,000).

50 of 249 (33) and George M. Alexander (33) pursuant to order of the High Court of Kerala, Ernakulam dated January 31, 2005 approving the scheme of arrangement and amalgamation of Muthoot Enterprises Private Limited with the Company whereby every shareholder of Muthoot Enterprises Private Limited is entitled to shares of the Company in the ratio of 3:1.

5. Allotment of Equity Shares to M.G. George Muthoot (228,700), George Alexander Muthoot (228,700), George Thomas Muthoot (228,700), George Jacob Muthoot (228,700), Anna Alexander (30,000), GeorgieKurien (2,400), Sara George (4,800), Susan Thomas (4,800), Elizabeth Jacob (30,000), George M. George (10,000), Paul M. George (800), Alexander M. George (800), George M. Jacob (800) and George M. Alexander (800).

6. Allotment of Equity Shares to George Alexander Muthoot.

7. Allotment of Equity Shares to M.G. George Muthoot (120,000), George Alexander Muthoot (120,000), George Thomas Muthoot (120,000), George Jacob Muthoot (120,000), Anna Alexander (52,000), Sara George (52,000), Susan Thomas (52,000), Elizabeth Jacob (52,000), George M. George (52,000), Paul M George (52,000), Alexander M. George (52,000), George M. Jacob (52,000), George M. Alexander (52,000) and Eapen Alexander (52,000).

8. Allotment of Equity Shares to M.G. George Muthoot (10,828,300), George Alexander Muthoot (10,519,852), George Thomas Muthoot (4,525,962), George Jacob Muthoot (5,264,700), Anna Alexander (1,963,031), Sara George (1,447,600), Susan Thomas (1,508,731), Elizabeth Jacob (1,540,931), George M. George (434,931), Paul M. George (370,531), Alexander M. George (370,300), George M. Jacob (370,300), George M. Alexander (370,531), Eapen Alexander (365,400), Susan Kurien (700), Reshma Susan Jacob (700), Anna Thomas (700), ValsaKurien (1,050,000 ) and GeorgieKurien (1,066,800).

9. Allotment of Equity Shares to M.G. George Muthoot (120,000), George Alexander Muthoot (120,000), George Thomas Muthoot (120,000), George Jacob Muthoot (120,000), Anna Alexander (52,000), Sara George (52,000), Susan Thomas (52,000), Elizabeth Jacob (52,000), George M. George (52,000), Paul M George (52,000), Alexander M. George (52,000), George M. Jacob (52,000), George M. Alexander (52,000) and Eapen Alexander (52,000).

10. Allotment of Equity Shares to M.G. George Muthoot (37,800,000), George Alexander Muthoot (37,800,000), George Thomas Muthoot (37,800,000), George Jacob Muthoot (37,800,000), Anna Alexander (12,600,000), Sara George (11,414,736), Susan Thomas (25, 200,000), Elizabeth Jacob (12,600,000), George M. George (5,670,000), Paul M. George (2,445,264), Alexander M. George (5,670,000), George M. Jacob (12,600,000), George M. Alexander (6,300,000), Eapen Alexander (6,300,000).

11. Equity Shares issued for consideration other than cash Date of No. of Equity Shares Issue price Reasons for allotment Benefits accruing to the Company allotment (Rs.)

51 of 249 Date of No. of Equity Shares Issue price Reasons for allotment Benefits accruing to the Company allotment (Rs.) March 21, 2005 1, 993, 230 - Pursuant to scheme of Allotment pursuant to scheme of amalgamation(1) amalgamation. TOTAL 1, 993, 230 12. Allotment of Equity Shares to M.G George Muthoot (684,700), George Thomas Muthoot (234,366), George Alexander Muthoot (587,866), Susan Thomas (58,733), George Jacob Muthoot (340,900), Elizabeth Jacob (38,133), Anna Alexander (48,433), Paul M. George (33), George M. George (33) and George M. Alexander (33) pursuant to order of the High Court of Kerala, Ernakulam dated January 31, 2005 approving the scheme of arrangement and amalgamation of Muthoot Enterprises Private Limited with the Company whereby every shareholder of Muthoot Enterprises Private Limited is entitled to shares of the Company in the ratio of 3:1

13. Cumulative share premium have been adjusted for impact of IND-AS implementation for allotments from April 01, 2017.

b. The Company has not issued any equity shares for consideration other than cash in the last one year preceding the date of the offer letter.

52 of 249 Share holding pattern of our Company as on December 31, 2020 Annexure 5

Summary Statement Holding of Equity Shareholders

Category Category & Nos. of No. of fully paid Total nos. shares Shareholding Number of Shares Number of equity Name of shareholders up equity shares held as a % of total pledged or otherwise shares held in shareholders held no. of shares encumbered dematerialised form (calculated as per SCRR, No. (a) As a % of 1957) total Shares (A+B+C2) held(b)

A Shareholding pattern of the Promoter and Promoter Group 1 Indian (a) Individuals / Hindu 13 294,463,872 294,463,872 73.3978 0 0.0000 294,463,872 Undivided Family (b) Central Government / 0 0 0 0.0000 0 0.0000 0 State Government(s) (c) Financial Institutions 0 0 0 0.0000 0 0.0000 0 / Banks (d) Any Other (Specify) 0 0 0 0.0000 0 0.0000 0 Sub Total (A)(1) 13 294,463,872 294,463,872 73.3978 0 0.0000 294,463,872 2 Foreign (a) Individuals (Non- 0 0 0 0.0000 0 0.0000 0 Resident Individuals / Foreign Individuals) (b) Government 0 0 0 0.0000 0 0.0000 0 (c) Institutions 0 0 0 0.0000 0 0.0000 0 (d) Foreign Portfolio 0 0 0 0.0000 0 0.0000 0 Investor

53 of 249 (e) Any Other (Specify) 0 0 0 0.0000 0 0.0000 0 Sub Total (A)(2) 0 0 0 0.0000 0 0.0000 0 Total Shareholding 13 294,463,872 294,463,872 73.3978 0 0.0000 294,463,872 Of Promoter And Promoter Group (A)= (A)(1)+(A)(2) B Public shareholder 1 Institutions (a) Mutual Fund 27 24,780,862 24,780,862 6.1769 NA NA 24,780,862 (b) Venture Capital 0 0 0 0.0000 NA NA 0 Funds (c) Alternate Investment 22 1,770,311 1,770,311 0.4413 NA NA 1,770,311 Funds (d) Foreign Venture 0 0 0 0.0000 NA NA 0 Capital Investors (e) Foreign Portfolio 468 60,605,294 60,605,294 15.1064 NA NA 60,605,294 Investor (f) Financial Institutions 2 52,329 52,329 0.0130 NA NA 52,329 / Banks (g) Insurance Companies 10 1,457,982 1,457,982 0.3634 NA NA 1,457,982

(h) Provident Funds/ 0 0 0 0.0000 NA NA 0 Pension Funds (i) Any Other (Specify) 0 0 0 0.0000 NA NA 0 Sub Total (B)(1) 529 88,666,778 88,666,778 22.1010 NA NA 88,666,778 2 Central Government/ State Government(s)/ President of India Central Government / 0 0 0 0.00 NA NA 0 State Government(s) Sub Total (B)(2) 0 0 0 0.00 NA NA 0 3 Non-Institutions (a) Individuals 0 NA NA

54 of 249 i. Individual 151,071 10,564,984 10,564,984 2.6334 NA NA 10,564,587 shareholders holding nominal share capital up to Rs. 2 lakhs. ii. Individual 27 4,815,509 4,815,509 1.2003 NA NA 4,815,509 shareholders holding nominal share capital in excess of Rs. 2 lakhs. (b) NBFCs registered 3 1575 1575 0.0004 NA NA 1575 with RBI Trust Employee 0 0 0 0.0000 NA NA 0 (d) Overseas 0 0 0 0.0000 NA NA 0 Depositories(holding DRs) (balancing figure) (e) Any Other (Specify) 6,520 2,676,403 2,676,403 0.6671 NA NA 2,676,403

IEPF 1 7,240 7,240 0.0018 NA NA 7,240 Trusts 21 89,903 89,903 0.0224 NA NA 89,903 Foreign Nationals 1 100 100 0.0000 NA NA 100

Hindu Undivided 2,032 270,448 270,448 0.0674 NA NA 270,448 Family Non Resident Indians 1,018 255,482 255,482 0.0637 NA NA 255,482 (Non Repat) Non Resident Indians 2,370 484,698 484,698 0.1208 NA NA 484,698 (Repat) Clearing Member 192 279,730 279,730 0.0697 NA NA 279,730

Bodies Corporate 885 1,288,802 1,288,802 0.3212 NA NA 1,288,802

Sub Total (B)(3) 157,621 18,058,471 18,058,471 4.5012 NA NA 18,058,074

Total Public 158,150 106,725,249 106,725,249 26.6022 NA NA 106,724,852 Shareholding (B)= (B)(1)+(B)(2)+(B)(3)

55 of 249 C Total Non- Promoter- Non Public Shareholding 1 Custodian/DR 0 0 0 0.0000 0 0.0000 0 Holder 2 Employee Benefit 0 0 0 0.0000 0 0.0000 0 Trust (under SEBI (Share based Employee Benefit) Regulations, 2014) Total Non- 0 0 0 0.0000 0 0.0000 0 Promoter- Non Public Shareholding (C)= (C)(1)+(C)(2) Total 158,163 401,189,121 401,189,121 100 0 0.0000 401,188,724

56 of 249 Annexure-6

Top ten shareholders and the number of Equity Shares held by them as on December 31, 2020 is as follows:

S. Name No. of Equity No. of Equity As % of total No. Shares (face Shares in number of value of Rs.10 demat form shares each)

1. M G George Muthoot 46,551,632 46,551,632 11.6034% 2. George Alexander 43,630,900 43,630,900 10.8754% Muthoot 3. George Jacob Muthoot 43,630,900 43,630,900 10.8754% 4. George Thomas Muthoot 43,630,900 43,630,900 10.8754% 5. Susan Thomas 29,985,068 29,985,068 7.4740% 6. George M Jacob 15,050,000 15,050,000 3.7513% 7. Elizabeth Jacob 14,935,068 14,935,068 3.7227% 8. Anna Alexander 14,935,068 14,935,068 3.7227% 9. Sara George 13,519,336 13,519,336 3.3698% 10. Eapen Alexander 7,525,000 7,525,000 1.8757% 10. George M Alexander 7,525,000 7,525,000 1.8757% TOTAL 280,918,872 280,918,872 70.0215

57 of 249 Annexure-7

1. Details of the Directors of the Company

a) Current Directors of the Company

Director of Name, Designation, Details of Other Age the Company Address DIN and Occupation Directorships since

M. G. George 71 July 28, 2000 Muthoot House 1. M G M Muthoot Medical Muthoot G 74, East of Centre Private Limited Kailash 2. Muthoot Farms India Whole Time Director New Delhi 110 065 Private Limited and Chairman 3. Emgee Board and Paper Mills (P) Limited Director Identification 4. Muthoot M George Number: 00018201 Chits India Limited 5. Marari Beach Resorts Business Private Limited 6. Muthoot Commodities Limited 7. Muthoot M George Institute of Technology 8. Muthoot Health Care Private Limited 9. Muthoot Synergy Nidhi Limited (formerly known as Muthoot Synergy Fund Limited) 10. Muthoot Anchor House Hotels Private Limited 11. Geobros Properties and Realtors Private Limited 12. Adams Properties Private Limited 13. Muthoot Infopark Private Limited 14. Muthoot M George Real Estate Private Limited

George Thomas 70 August 16, 2005 Muthoot House 1. Muthoot Leisure and Muthoot House No. 9/324 Hospitality Services A, Miss East Lane, Private Limited Whole Time Director Baker Junction, 2. M.G.M Muthoot Medical Kottayam Centre Private Limited Director Kerala 686 001 3. Muthoot Holiday Identification Homes and Resorts Number: 00018281 Private Limited 4. Muthoot Vehicle &

58 of 249 Director of Name, Designation, Details of Other Age the Company Address DIN and Occupation Directorships since

Business Asset Finance Limited 5. Muthoot M George Chits India Limited 6. Marari Beach Resorts Private Limited 7. Adams Properties Private Limited 8. Muthoot M George Institute of Technology 9. Muthoot Homefin (India) Limited 10. Muthoot Anchor House Hotels Private Limited 11. Geobros Properties and Realtors Private Limited 12. Muthoot Synergy Nidhi Limited (formerly known as Muthoot Synergy Fund Limited) 13. Muthoot Health Care Private Limited 14. Muthoot Infopark Private Limited 15. Muthoot M. George Real Estate Private Limited

George Jacob 68 August 16, 2005 Muthoot House 1. Muthoot Leisure and Muthoot House No. Hospitality Services TC/4/25154 Private Limited Whole Time Director Marappalam, 2. Muthoot Infopark Pattom P. O. Private Limited Director Thiruvananthapura 3. Muthoot Insurance Identification m Brokers Private Limited Number: 00018235 Kerala 695 004 4. Muthoot Forex Limited 5. M G M Muthoot Medical Business Centre Private Limited 6. Muthoot Marketing Services Private Limited 7. Marari Beach Resorts Private Limited 8. Muthoot Developers Private Limited 9. Muthoot Commodities Limited 10. Adams Properties Private Limited

59 of 249 Director of Name, Designation, Details of Other Age the Company Address DIN and Occupation Directorships since

11. Oxbow Properties Private Limited 12. Muthoot M George Institute of Technology 13. Muthoot Anchor House Hotels Private Limited 14. Geobros Properties and Realtors Private Limited 15. Muthoot Health Care Private Limited 16. Muthoot M. George Real Estate Private Limited 17. Muthoot Money Limited 18. Muthoot Global UK Limited

George Alexander 65 November 20, Muthoot House 1. Muthoot Infopark Muthoot 2006 G 343, Panampilly Private Limited Nagar, Ernakulam 2. Muthoot Forex Limited Managing Director Kerala 682 036 3. M G M Muthoot Medical Centre Private Director Identification Limited Number: 00016787 4. Muthoot Insurance Brokers Private Limited Business 5. Muthoot Vehicle &Asset Finance Limited 6. Marari Beach Resorts Private Limited 7. Adams Properties Private Limited 8. Muthoot Commodities Limited 9. Muthoot Marketing Services Private Limited 10. Muthoot M George Institute of Technology 11. Muthoot Homefin (India) Limited 12. Muthoot Anchor House Hotels Private Limited 13. Geobros Properties and Realtors Private Limited 14. Muthoot M George Real Estate Private Limited 15. Finance Companies’

60 of 249 Director of Name, Designation, Details of Other Age the Company Address DIN and Occupation Directorships since

Association (India)

Alexander M George 40 November 05, Muthoot House 1. Nerur Rubber & 2014 G 74, East of Plantations Private Whole-time Director Kailash Limited Director New Delhi 110 065 2. Tarkali Rubber & Identification Plantations Private Number: 00938073 Limited 3. Patgaon Plantations Private Limited 4. Unisom Rubber and Plantations Private Limited 5. Muthoot Holidays Private Limited 6. Muthoot Homefin (India) Limited 7. Muthoot Asset Management Private Limited 8. Muthoot M George Nidhi Limited (formerly known as Muthoot M George Permanent Fund Limited) 9. Muthoot Insurance Brokers Private Limited 10. Muthoot Systems And Technologies Private Limited 11. Muthoot Global UK Limited

Jacob Benjamin 73 September 20, 38/617A, Thripthi Nil Koshy 2017 Lane, S A Road, Kochi, M G Road, Independent Ernakulam- 682016 Director

DIN: 07901232

61 of 249 Director of Name, Designation, Details of Other Age the Company Address DIN and Occupation Directorships since

Jose Mathew 69 September 20, Vadakkekalam 1. Green Shore Holidays 2017 Green Villa, and Resorts Private Independent Chamber Road, Limited Director Bazar P O, Alappuzha, Kerala- DIN: 00023232 688012

Ravindra Pisharody 65 September 28, Flat No. 1601,T 7, 1. Savita Oil Technologies 2019 Emerald Isle, Powai, Limited Independent Saki Vihar Road, 2. Bonfiglioli Transmissions Director Sakinak, Mumbai, Private Limited Maharashtra- 400072 3. Visage Holdings and DIN: 01875848 Finance Private Limited 4. Ausa Medical Devices Private Limited

Vadakkakara 71 September 28, Flat No. T- 3, Shireen, 1. Thejo Engineering Antony George 2019 door No. 2, Karpagam Limited Avenue, Raja 2. Belstar Microfinance Independent Annamalipuram, Limited (formerly known Director Chennai- 600028 as Belstar Microfinance Private Limited) DIN: 01493737

Pratip Chaudhuri 67 September 28, H- 1591, Chittaranjan 1. CESC Ltd 2019 Park, New delhi- 2. Visa Steel Limited Independent 110019 3. Firstsource Solutions Director Limited 4. Spencer's Retail Limited DIN: 00915201 5. Cosmo Films Limited 6. IFFCO Kisan Sanchar Limited 7. Jagaran Microfin Private Limited 8. Alchemist Asset Reconstruction Company Limited 9. Dynamic Drilling & Services Private Limited

Usha Sunny 60 November 30, Kulangrayil, 1. Securaplus Safety 2020 Paravoor, Alappuzha- Private Limited Independent 688014 Director

62 of 249 Director of Name, Designation, Details of Other Age the Company Address DIN and Occupation Directorships since

DIN:07215012

b) Change in Directors of the Company during the last three years

Name, Designation and Date of Director of the Remark DIN Appointment/ Company since(in Resignation case of Resignation) * FY 2017-18

Pamela Anna Mathew September 20, 2017 Re-appointed as Independent Director of the Company at Independent Director the 20th AGM held on September 20, 2017. DIN: 00742735 Justice (Retd.) K. John September 20, 2017 January 23, 2008 Retired as Independent Mathew Director of the Company at the 20th AGM held on Independent Director September 20, 2017.

DIN: 00371128

Jacob Benjamin Koshy September 20, 2017 Appointed as Independent Director of the Company at Independent Director the 20th AGM held on September 20, 2017. DIN: 07901232 Jose Mathew September 20, 2017 Appointed as Independent Director of the Company at Independent Director the 20th AGM held on September 20, 2017. DIN: 00023232

Pratip Chaudhuri September 20, 2017 Appointed as Independent Director of the Company at Independent Director the 20th AGM held on September 20, 2017. DIN: 00915201 Pratip Chaudhuri March 09, 2018 Resigned as Independent Director of the Company on Independent Director March 09, 2018

DIN: 00915201 FY 2018-19

63 of 249 Name, Designation and Date of Director of the Remark DIN Appointment/ Company since(in Resignation case of Resignation) * Nil

FY 2019-20

MG George Muthoot September 28, 2019 Re-appointed as Whole-time Director of the Company at Whole Time Director and the AGM held on September Chairman 28, 2019.

DIN: 00018201

George Alexander Muthoot September 28, 2019 Re-appointed as Managing Director of the Company at Managing Director the AGM held on September 28, 2019. DIN: 00016787

George Thomas Muthoot September 28, 2019 Re-appointed as Whole-time Director of the Company at Whole Time Director the AGM held on September 28, 2019. DIN 00018281

George Jacob Muthoot September 28, 2019 Re-appointed as Whole-time Director of the Company at Whole Time Director the AGM held on September 28, 2019. DIN: 00018235

Ravindra Pisharody September 28, 2019 Appointed as Independent Director of the Company at Independent Director the AGM held on September 28, 2019 DIN: 01875848 Vadakkakara Antony September 28, 2019 Appointed as Independent George Director of the Company at the AGM held on September Independent Director 28, 2019

DIN: 01493737 Pratip Chaudhuri September 28, 2019 Re-Appointed as Independent Director of the Company at Independent Director the AGM held on September 28, 2019 DIN: 00915201 George Joseph September 28, 2019 July 21, 2010 Retired as Independent Director of the Company at Independent Director the AGM held on September

64 of 249 Name, Designation and Date of Director of the Remark DIN Appointment/ Company since(in Resignation case of Resignation) * 28, 2019 DIN: 00253754 John K Paul September 28, 2019 July 21, 2010 Retired as Independent Director of the Company at Independent Director the AGM held on September 28, 2019 DIN: 00016513 K George John June 30, 2019 September 27, 2013 Ceased to be the Independent Independent Director Director due to death.

DIN: 00951332 FY 2020-21

Usha Sunny November 30,2020 Appointed as Independent Director of the Company on Independent Director November 30, 2020.

DIN: 07215012 Alexander M George September 30,2020 Re-appointed as Whole time Director of the Company on Whole-time Director September 30, 2020.

DIN: 00938073 Jacob Benjamin Koshy September 30,2020 Re-Appointed as Independent Director of the Company at the Independent Director AGM held on September 30, 2020. DIN: 07901232 Jose Mathew September 30,2020 Re-Appointed as Independent Director of the Company at the Independent Director AGM held on September 30, 2020. DIN: 00023232 Pamela Anna Mathew September 30,2020 November 05, 2014 Retired as Independent Director of the Company on Independent Director September 30, 2020.

DIN: 00742735

65 of 249 Annexure - 8

1. Details of the Statutory Auditors of the Company

Name Address Auditor since Varma & Varma, “Sreeraghavam”, Kerala September 20, 2017 Chartered Accountants Varma Tower, Bldg No. 53/2600 B, C, D & E Off Kunjanbava Road, Vyttila P.O. Kochi- 682019

2. Details of change in Auditors since last three years:

Name Address Date of Auditors of Remarks appointment/ the Company resignation since ( in case of resignation) M/s.Rangamani CARD Bank September 20, Not Retired & Co., Chartered Building, 2017 Applicable pursuant to Accountants West of YMCA Section 139 of Bridge, the Companies Alleppey - Act, 2013 and 688001 the Rules made thereunder, at the 20th AGM held on September 20, 2017 Varma & Varma, “Sreeraghavam”, September 20, Not Appointed at Chartered Kerala Varma 2017 Applicable the 20th AGM Accountants Tower, held on September 20, Bldg No. 53/2600 2017 as B, C, D & E statutory Off Kunjanbava Auditors of the Road, Vyttila Company till P.O. the conclusion Kochi- 682019 of 25th AGM.

66 of 249 Annexure-9

DISCLOSURES ON EXISTING FINANCIAL INDEBTEDNESS

A. Details of Secured Borrowings:

Our Company’s secured borrowings as on December 31, 2020 amount to Rs.4,03,752.65 million. The details of the individual borrowings are set out below:

1. Cash Credit facilities availed by the Company* (Rs.in millions) S. No. Bank Date of Sanction Amount Principal sanctioned Amount outstanding as on December 31, 20 20 (Excludes interest accrued, if any) 1. Indus Ind Bank 1,000.00 222.65 December 01,2020 Limited 2. IDBI Bank January 15,2020 1,000.00 985.87 Limited 3. Axis Bank September 28,2020 750.00 633.59 Limited 4. Canara Bank (E- December 20,2019 2,000.00 1902.29 Syndicate Bank)

5. Kotak Mahindra December 24,2020 250.00 102.19 Bank Limited

6. Punjab National December 12,2018 650.00 465.8 Bank 7. UCO Bank July 09,2020 2,400.00 2351.65 Limited 8. Punjab and Sind December 07,2018 1000.00 952.01 Bank 9. Punjab National March 21,2020 2400.00 2166.06 Bank (E- Oriental Bank of Commerce)

10. State Bank of April 16,2020 100.00 0.00 India 11. Federal Bank January 27,2020 400.00 370.51 Limited 12. Bank of Baroda March 03,2020 50.00 0.00 13. HDFC Bank October 31, 2020 220.00 98.31 Limited TOTAL 12,220.00 10,250.93

*All the facilities obtained above have been secured by a first pari passu floating charge on current assets, book debts, loans and advances and receivables including gold loan receivables.

67 of 249 * 2. Short Term Loans availed by the Company (Rs.in Millions)

S. No. Bank Date of sanction Amount Principal Amount sanctioned outstanding as on December 31, 2020 (Excludes interest accrued, if any) 1. HDFC Bank Limited October 31, 2020 9,780.00 9,780.00 2. Axis Bank Limited September 28,2020 3,000.00 3,000.00 3. Yes Bank Limited March 02,2020 5,000.00 3,250.00 4. Punjab National Bank December 02,2018 5,350.00 5,350.00 5. Kotak Mahindra Bank Limited December 24,2020 6,250.00 6,000.00 6. ICICI Bank Limited December 23,2020 12,500.00 12,500.00

7. Canara Bank (E-Syndicate December 20,2019 12,500.00 12,500.00 Bank) 8. State Bank of India April 16,2020 9,900.00 9,900.00 9. Union Bank of India( E- 1,500.00 1,500.00 October 29,2018 Corporation Bank) 10. 4,000.00 4,000.00 IDBI Bank Limited January 15,2020

11. Punjab National Bank (E-United BankJanuary 09,2020 3,500.00 3,500.00 of India) 12. 3,500.00 3,500.00 Federal Bank Limited January 27, 2020

13. Bank of Baroda March 03,2020 9,450.00 9,450.00 14. Central Bank of India December 16,2019 6,000.00 6,000.00 15. UCO Bank July 09,2020 3,600.00 3,600.00 16. South Indian Bank May 22,2019 2,000.00 2000.00

17. Punjab National Bank (E- March 21,2020 3,600.00 3,600.00 Oriental Bank of Commerce) 18. Dhanalaxmi Bank Limited October 30,2020 400.00 400.00 19. Indus Ind Bank Limited December 01,2020 9,000.00 9,000.00 20. Karur Vysya Bank Ltd October 24,2019 2,000.00 2,000.00 21. Union Bank of India December 30,2020 16,300.00 16,300.00 22. Union Bank of India (E-Andra June 04,2020 4,200.00 4,200.00 Bank) 23. Bajaj Finance Limited September 18,2020 2,750.00 2,750.00 TOTAL 1,36,080.00 1,34,080.00 *All the facilities obtained above have been secured by a first pari passu floating charge on current assets, book debts, loans and advances and receivables including gold loan receivables.

* 3. Long term loans availed by the Company

These long term loans have been considered as term loans for the purpose of Rule 5(3) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. There have been no defaults or rescheduling in any of the loans set out below:

68 of 249 S. No. Bank Date of Amount Principal Repayment sanction sanctioned Amount schedule and Pre- (Rs. in millio outstanding as payment penalty, ns) on December if any 31, 2020 (Excludes interest accrued, if any (Rs.in millions)

1. State Bank of April 16, 7,000.00 2916.90 Repayable in 12 India(a) 2020 equal quarterly installments for 36 months 2. Federal Bank June 27, 20 400.00 100.00 Repayable in 8 Limited(a) 19 equal quarterly installments for 24 months 3. Axis Bank September 1,000.00 545.45 Repayable in 11 Limited(a) 28,2020 equal quarterly installments each starting after 6months from date of first drawdown for 36 months 4. Central Bank of December 2,000.00 1333.00 Repayable in 12 India(a) 16,2019 equal quarterly installments for 36 months 5. Canara Bank(a) January 4,000.00 3,600.00 Repayable in 10 21,2020 equal quarterly installments each starting after 6months from date of first drawdown for 36 months 6. Punjab National March 1,500.00 1,500.00 Repayable in 4 Bank(E- 21,2020 equal quarterly Oriental Bank of installments each Commerce) (a) starting after 12months from date of first drawdown for 24 months 7. Punjab National March 5,000.00 5,000.00 Repayable in 4 Bank(a) 30,2020 equal quarterly installments each starting after 12months from date of first drawdown for 24 months 8. State Bank of April 3,000.00 2,500.00 Repayable in 12 India(a) 16,2020 equal quarterly installments for 36 months 69 of 249 S. No. Bank Date of Amount Principal Repayment sanction sanctioned Amount schedule and Pre- (Rs. in millio outstanding as payment penalty, ns) on December if any 31, 2020 (Excludes interest accrued, if any (Rs.in millions) 9. State Bank of June 1,000.00 1,000.00 Repayable in 18 India(a) 11,2020 equal monthly installments each starting after 6months from date of first drawdown for 24 months 10. Bank of India(a) March 3,000.00 3,000.00 Repayable in 8 30,2020 equal quarterly installments each starting after 12months from date of first drawdown for 36 months 11. HDFC Bank August 8,000.00 8,000.00 Repayable in 4 Limited(a) 12,2020 equal quarterly installments each starting from 9months of drawdown for 18 months 12. Indian Bank (a) August 7,500.00 7,500.00 Repayable in 10 28,2020 equal quarterly installments each starting after 6months from date of first drawdown for 36 months 13. Axis Bank Ltd(a) September 5,000.00 5,000.00 Repayable in 4 28,2020 equal quarterly installments each starting from 15months of drawdown for 24 months 14. Federal Bank September 2,000.00 2,000.00 Repayable Ltd(a) 22,2020 Rs.100crs after 1 year of disbursement and balance amount of Rs.100crs in equal quarterly installments for 24 Months 15. Union Bank of December 4,000.00 4,000.00 Repayable in 11 India(a) 30,2020 equal quarterly

70 of 249 S. No. Bank Date of Amount Principal Repayment sanction sanctioned Amount schedule and Pre- (Rs. in millio outstanding as payment penalty, ns) on December if any 31, 2020 (Excludes interest accrued, if any (Rs.in millions) installments each starting after 3months from date of first drawdown for 36 months 16. Indian Overseas December 2,500.00 2,500.00 Repayable in 8 Bank (a) 23,2020 equal quarterly installments each starting after 12months from date of first drawdown for 36 months 17. HDFC Bank November 6.20 4.14 Repayable in Limited(b) 06,2019 monthly installments for 36 months 18. HDFC Bank November 8.63 5.77 Repayable in Limited(b) 15,2019 monthly installments for 36 months 19. Muthoot Vehicle March 17, 2.56 0.24 Repayable in & Asset Finance 2018 monthly Ltd(b) installments for 36 months 20. Muthoot Vehicle August 28, 5.43 3.28 Repayable in & Asset Finance 2018 monthly Ltd(b) installments for 60 months 21. Muthoot Vehicle October 26, 2.76 1.76 Repayable in & Asset Finance 2018 monthly Ltd(b) installments for 60 months 22. Muthoot Vehicle March 20, 1.80 1.27 Repayable in & Asset Finance 2019 monthly Ltd(b) installments for 60 months 23. BMW India October 10.49 8.44 Repayable in Financial 21,2019 monthly Services Pvt installments for 60 Ltd(b) months TOTAL 56,937.87 50,520.25

*(a) Secured by first pari passu floating charge on current assets, book debts, loans and advances and receivables including gold loan receivables. *(b) Secured by specific charge on vehicles.

71 of 249 4. Overdraft against deposits with Banks

Our Company has overdraft facility on the security of fixed deposits maintained with banks and no amounts are outstanding on the same as on December 31, 2020.

5. Secured Non-Convertible Debentures

5.1 Our Company has issued to retail investors on private placement basis, secured redeemable non- convertible debentures of face value of Rs. 1,000.00 each under various series, the details of which as on December 31, 2020 are set forth below:

Debentur Tenor Coupon / Principal Dates of Allotment Redemption Date/ e series period Effective Amounts Schedule of Yield (in outstandin maturit percentag g as on y e %) December 31, 2020 (Excludes interest accrued, if any (Rs. in millions)

BD 60 11.00- 1.45 January 01, 2009 January 01, 2014 months 12.00 to March 31, 2009 to March 31, 2014

BE 60 10.50- 0.03 April 01, 2009 to April 01, 2014 to months 11.50 June 30, 2009 June 30, 2014 BF 60 10.50 1.00 July 01, 2009 to July 01, 2014 to months September 30, 200 September 9 30, 2014 BG 60 9.50-10.50 0.77 October 01, 2009 October 01, 2014 months to to December 31, 200 December 31, 201 9 4 BH 60 9.00-10.50 1.75 January 01, 2010 January 01, 2015 months to March 31, 2010 to March 31, 2015 BI 60 9.00-10.50 0.78 April 01, 2010 to April 01, 2015 to months June 30, 2010 June 30, 2015 BJ 60 9.50-11.00 2.79 July 01, 2010 to July 01, 2015 to months September 30, 201 September 30, 201 0 5 BK 60 9.50-11.50 1.66 October 01, 2010 October 01, 2015 months to to December 31, 201 December 31, 201 0 5 BL 60 10.00- 3.10 January 01, 2011 January 01, 2016 months 11.50 to March 31, 2011 to March 31, 2016 BM 60 11.00- 2.22 April 01, 2011 to April 01, 2016 to months 12.00 June 30, 2011 June 30, 2016 BN 60 11.00- 3.16 July 01, 2011 to July 01, 2016 to months 12.00 September 18, 201 September 18, 201 1 6

72 of 249 BO 60 11.00- 3.45 September 19, 201 September 19, 201 months 12.00 1 to 6 to November November 30, 201 30, 2016 1 BP 60 11.50- 3.06 December 01, 201 December 01, 201 months 12.50 1 to 6 to January 22, January 22, 2012 2017 BQ 60 11.50- 2.93 January 23, 2012 January 23, 2017 months 12.50 to to February 28, February 29, 2012 2017 BR 60 11.50- 8.08 March 01, 2012 to March 01, 2017 to months 12.50 April 30, 2012 April 30, 2017 BS 60 11.50- 2.32 May 01, 2012 to May 01,2017 to months 12.50 May 20, 2012 May 20,2017 BT 60 11.50- 2.61 May 21, 2012 to May 21,2017 to months 12.50 June 30, 2012 June 30,2017 BU 60 11.50- 2.91 July 01, 2012 to July 1,2017 to months 12.50 August 16, 2012 August 16,2017 BV 60 11.50- 4.39 August 17, 2012 to August 17, 2017 to months 12.50 September 30, 201 September 2 30,2017 BW 60 11.50- 8.98 October 01, 2012 October 01 ,2017 months 12.50 to to November November 25, 201 25,2017 2 BX 60 10.50- 6.28 November 26, 201 November 26,2017 months 12.50 2 to to January January 17, 2013 17,2018 BY 120 10.50- 557.58 January 18, 2013 January 18,2023 to months 12.50 to February 28,2023 February 28, 2013 BZ 120 10.50- 613.99 March 01, 2013 to March 01, 2023 to months 12.50 April 17, 2013 April 17, 2023 CA 120 10.50- 791.91 April 18, 2013 to April 18, 2023 to months 12.50 June 23, 2013 June 23, 2023 CB 120 10.50- 438.19 June 24, 2013 to June 24, 2023 to months 12.50 July 07, 2013 July 07, 2023 CC 120 10.50- 12.50 July 08, 2013 to July 08, 2023 to months 12.50 July 31, 2013 July 31, 2023 CD 120 10.50- 2.50 July 31, 2013 to July 31, 2023 to months 12.50 August 10, 2013 August 10, 2023 CE 120 10.50- 18.00 August 12, 2013 to August 12, 2023 to months 12.50 August 31, 2013 August 31, 2023 CF 120 10.50- 2.50 August 31, 2013 to August 31, 2023 to months 12.50 September 06, 201 September 06, 202 3 3 CG 120 10.50- 10.00 September 06, 201 September 06, 202 months 12.50 3 to 3 to September September 27, 201 27,2023 3 CH 120 10.50- 10.00 September September months 12.50 27,2013 to October 27,2023 to October 09,2013 09,2023 CI 120 10.50- 12.50 October 09,2013 to October 09,2023 to months 12.50 October 29,2013 October 29,2023

73 of 249 CJ 120 10.50- 7.50 October 29,2013 to October 29,2023 to months 12.50 November 18,2013 November 18,2023 CK 120 10.50- 5.00 November 18,2013 November 18,2023 months 12.50 to to December 05,2013 December 05,2023 CL 120 10.50- 8.00 December 05,2013 December 05,2023 months 12.50 to December to December 24,2013 24,2023 CM 120 10.50- 32.50 December 24,2013 December 24,2023 months 12.50 to January 03,2014 to January 03,2024 CN 120 10.50- 63.50 January 03,2014 to January 03,2024 to months 12.50 January 10,2014 January 10,2024 CO 120 10.50- 105.00 January 10,2014 to January 10,2024 to months 12.50 January 20,2014 January 20,2024 CP 120 10.50- 45.50 January 20,2014 to January 10,2024 to months 12.50 February 04,2014 February 04,2024 CQ 120 10.50- 10.50 February 04,2014 February 04,2024 months 12.50 to February to February 07,2014 07,2024 CR 120 10.50- 10.00 February 07,2014 February 07,2024 months 12.50 to to February27,2014 February 27,2024 CS 120 10.50- 12.50 February 27,2014 February 27,2024 months 12.50 to to March 14,2014 March14,2024 CT 120 10.50- 5.00 March 14,2014 to March 14 2024 to months 12.50 March 31,2014 March 31,2024 TOTAL 2838.39

* All the above debentures are unrated. These debentures are secured by first pari-passu floating charge on current assets, book debts, loans & advances and receivables including gold loan receivables and identified immovable properties.

Of the above ,Rs.63.71 million represents unpaid matured debentures

5.2 Our Company has made public issue of secured rated non-convertible debentures listed in BSE and/or NSE of face value of ` 1,000.00 for a maturity period of 2, 3, 5, 6 years, 38 months and 90 months the details of which, as on December 31, 2020, are provided below:

Debentur Tenor Coupon / Principal Date of Redemptio e Series period of Effective Yield Amounts Allotment n Date/ maturity (in percentage outstanding as Schedule %) on December 31, 2 020 (Excludes interest accrued, if any (Rs. in millions)

PL-XIV*** 5 years 9.25-9.50 27.61 January 20, 2 January 20, 016 2021 PL-XV** 5 years 9.00-9.25 30.09 May May 12, 2016 12, 2021 PL-XVI* 5 years 9.00-9.25 936.30 January January 30, 2017 30, 2022 74 of 249 PL-XVII* 5 years 8.75-9.00 2,517.38 April April 24, 2017 24, 2022 PL-XVIII* 38 months 8.50-8.75 19,092.87 April June 19, 2018 19, 2021 PL-XVIII* 5 years 8.75-9.00 9,839.02 April April 19, 2018 19, 2023 PL-XIX* 2 years 9.25-9.50 1,554.12 March March 20, 2019 20, 2021 PL-XIX* 38 months 9.50-9.75 3,049.05 March May 20, 2019 20,2022 PL-XIX* 5 years 9.75-10.00 2,491.39 March March 20, 2019 20, 2024 PL-XX* 2 years 9.25-9.50 1,976.31 June June 14, 2019 14, 2021 PL-XX* 38 months 9.50-9.75 3,157.26 June August 14, 2019 14, 2022 PL-XX* 5 years 9.75-10.00 3,061.02 June June 14, 2019 14,2024 PL-XX* 90 months 9.67 322.43 June December 14, 2019 14, 2026 PL-XXI* 2 years 9.25-9.50 1,264.37 November November 01,2019 01,2021 PL-XXI* 38 months 9.50-9.75 1,327.46 November January 01,2019 01,2023 PL-XXI* 5 years 9.75-10.00 1,574.40 November November 01,2019 01,2024 PL-XXI* 90 months 9.67 432.00 November May 01,2019 01, 2027 PL-XXII* 2 years 9.25-9.50 3,839.87 December December 27,2019 27,2021 PL-XXII* 38 months 9.50-9.75 2,125.49 December February 27,2019 27,2023 PL-XXII* 5 years 9.75-10.00 1,488.68 December December 27,2019 27,2024 PL-XXII* 90 months 9.67 445.96 December June 27,2019 27, 2027 PL-XXIII* 38 months 7.15-7.65 18574.46 November January 05,2020 05,2024 PL-XXIII* 5 years 7.50-8.00 1425.54 November November 05,2020 05,2025 TOTAL 80,553.08

*Above debentures are rated “CRISIL AA/Positive” by CRISIL Limited and “[ICRA] AA/Stable” by ICRA Limited and is fully secured by first pari-passu floating charge on current assets, book debts, loans and advances and receivables including gold loan receivables and identified immovable properties.

**Above debentures are rated “[ICRA] AA/Stable” by ICRA Limited and is fully secured by first pari-passu floating charge on current assets, book debts, loans and advances and receivables including gold loan receivables and identified immovable properties.

***Above debentures are rated “[CRISIL] AA/Positive” by CRISIL Limited and is fully secured by first pari-passu floating charge on current assets, book debts, loans and advances and receivables including gold loan receivables and identified immovable properties.

75 of 249 5.3 Our Company has issued on private placement basis, rated secured, redeemable non-convertible debentures listed of face value of Rs. 1,000,000.00 each under various series, the details of which, as on December 31, 2020, are set forth below:

Debenture Tenor period of Coupon / Principal Date of Redemptio series maturity Effective Amounts Allotment n Date/ Yield/XIR outstandin Schedule R (in g as on percentag December e %) 31, 2020 (Excludes interest accrued, if any (Rs. in millions) July 26, 202 1* 3Year 9.75 1,750.00 July 26, 2018 1 2Year and November February 3-A** 71Days 9.25 50.00 22,2018 01,2021 2Year and November February 3-A** 71Days 9.50 50.00 22,2018 01,2021 3Year and November February 3-A** 71Days 9.50 250.00 22,2018 01,2022 3Year and November February 3-A** 71Days 9.75 150.00 22,2018 01,2022 2Year and December February 3-B**# 42Days 9.25 20.00 21,2018 01,2021 2Year and December February 3-B**# 42Days 9.50 30.00 21,2018 01,2021 3Year and December February 3-B**# 42Days 9.50 200.00 21,2018 01,2022 3Year and December February 3-B**# 42Days 9.75 250.00 21,2018 01,2022 2Year and January February 3-C**# 7Days 9.25 50.00 25,2019 01,2021 3Year and January February 3-C**# 7Days 9.50 450.00 25,2019 01,2022 September September 4-A** 2Year 10.00 4,300.00 06, 2019 06, 2021 September September 4-A** 2Year 10.00 2,000.00 06, 2019 06, 2021 September September 4-B**# 2Year 10.00 1,200.00 27, 2019 06, 2021 2Year and December January 5-A** 32Days 9.50 2,500.00 30,2019 31,2022 2Year and December January 5-A** 7Days 9.50 2,500.00 30,2019 06,2022 2Year and February March 6-A** 15Days 9.50 1,750.00 24,2020 11,2022 2Year and May 7-A*** 363Days 8.90 1,000.00 May 14,2020 12,2023

76 of 249 June 8-A*** 3Year 9.05 5,000.00 June 02,2020 02,2023 June 9-A* 5Year 9.50 1,250.00 June 18,2020 18,2025 2Year and 10-A*** 9Days 8.50 3,650.00 June 25,2020 July 04,2022 2Year and August 11-A*** 32Days 8.50 6,500.00 July 07,2020 08,2022 12-A* 3Year 8.40 1,000.00 July 15,2020 July 15,2023 2Year and September November 14-A*** 61Days 7.15 4,500.00 25,2020 25,2022 September March 15-A*** 18 Months 7.00 500.00 30,2020 30,2022 October October 16-A* 3Year 7.50 4,600.00 16,2020 16,2023 MLD- June 1A**** 728 Days 8.75 815.00 June 12,2020 10,2022 MLD- June 1B****# 711 Days 8.40 310.00 June 29,2020 10,2022 MLD- June 1C****# 707 Days 8.20 230.00 July 03,2020 10,2022 MLD- 2A**** 729 Days 8.25 2350.00 July 09,2020 July 08,2022 MLD- August 3A**** 761 Days 7.75 1000.00 July 24,2020 24,2022 MLD- September October 4A**** 760 Days 7.15 2000.00 07,2020 07,2022 TOTAL 52,205.00 #Re-Issue

***Above debentures are rated “CRISIL AA/Positive” by CRISIL Limited and is fully secured by first pari-passu floating charge on current assets, book debts, loans and advances and receivables including gold loan receivables and identified immovable properties.

****Above debentures are rated “CRISIL PP MLD Aar/Positive” by CRISIL Limited and is fully secured by first pari- passu floating charge on current assets, book debts, loans and advances and receivables including gold loan receivables and identified immovable properties.

5.4 Our Company has issued, rated Senior Secured Notes listed, the outstanding details of which, as on December 31, 2020, are set forth below:

Principal Amounts Principal Amounts Tenor Coupon / (in outstanding as on outstanding as on Redemption Date of Series period of percentage December 31, 202 December 31, 2020 Date/ Allotment maturity %) 0 (Excludes (Excludes interest Schedule interest accrued, if accrued, if any

77 of 249 any (USD. in (Rs. in millions) millions)

36 31-10- 31-10- ECB-1* 6.125% 450.00 32,987.25 Months 2019 2022 42 02-03- 02-09- ECB-2* 4.400% 550.00 40,317.75 Months 2020 2023 TOTAL 1,000.00 73,305.00

*Above notes are rated ‘BB(Stable)’ by Fitch Ratings and ‘BB(Negative)’ by S&P Global Ratings and is secured by a first pari-passu floating charge on current assets, book debts, loans and advances and receivables including gold loan receivables.

B. Details of Unsecured Borrowings

Our Company’s unsecured borrowings as on December 31, 2020 amount to Rs.61,860.47 million. The details of the individual borrowings are set out below.

1. Subordinated Debts

1.1. Our Company has issued subordinated debts of face value of Rs. 1,000.00 each on a private placement basis under different series, the details of which, as on December 31, 2020, are set forth below*:

Debentur Tenor period Coupon / Principal Date of Allotment Redemption Date/ e series of maturity Effective Amounts Schedule Yield (in outstanding as percentag on December 31 e %) 2020 (Excludes interest accrued, if any (Rs. in millions) III 69 months 12.12 0.30 December 15, 2008 to September 15, 2014 June 30, 2009 to March 30, 2015 III 72 months 12.50 0.23 December 15, 2008 to December 15, 2014 June 30, 2009 to June 30, 2015 IV 69 months 12.12 0.40 July 01, 2009 to April 01, 2015 to August 16, 2009 May 16, 2015 IV 72 months 12.50 0.05 July 01, 2009 to July 01, 2015 to August 16, 2009 August 16, 2015 IV 72 months 11.61 0.92 August 17, 2009 to August 17, 2015 to December 31, 2009 December 31, 2015 V 72 months 11.61 0.76 January 01, 2010 to January 01, 2016 to June 30, 2010 June 30, 2016 VI 72 months 11.61 1.58 July 01, 2010 to July 01, 2016 to December 31, 2010 December 31, 2016 VII 72 months 11.61 0.48 January 01, 2011 to January 01, 2017 to February 07, 2011 February 07, 2017 VII 66 months 12.67 1.20 February 08, 2011 to August 08, 2016 to March 31, 2011 September 30, 2016 VII 66 months 12.67 0.96 April 01, 2011 to October 01, 2016 to June 30, 2011 December 30 2016 VIII 66 months 12.67 1.77 July 01, 2011 to October January 01, 2017 to 31, 2011 April 30, 2017 IX 66 months 12.67- 3.47 November 01,2011 to May 01,2017 to

78 of 249 Debentur Tenor period Coupon / Principal Date of Allotment Redemption Date/ e series of maturity Effective Amounts Schedule Yield (in outstanding as percentag on December 31 e %) 2020 (Excludes interest accrued, if any (Rs. in millions) 13.39 March 31,2012 September 30, 2017 X 66 months 12.67- 3.46 April 01, 2012 to October 01, 2017 to 13.39 September 30,2012 March 30,2018 XI 66 months 12.67- 8.15 October 01, 2012 to March April 01, 2018 to 13.39 31,2013 September 30,2018 XII 66 months 12.67 6.12 April 01,2013 to July 07, October 01,2018 to 2013 January 07,2019 XVII 72 months 11.61 2.50 May 09,2014 May 09,2020 TOTAL 32.35

*All the above Subordinated Debts are unsecured and unrated. Of the above Rs.32.35 million represents unpaid matured debentures

1.2. Our Company has issued on private placement basis, rated unsecured, redeemable non-convertible listed subordinated debts of face value of Rs.1,000,000.00 each under various series the details of which, as on December 31, 2020 are set forth below:*

Debentur Tenor Coupon / Principal Date of Redemption e series period Effective Amounts Allotment Date/ of Yield (in outstanding as on Schedule maturit percentag December 31, 20 y e %) 20 (Excludes interest accrued, if any (Rs.in millions)

10 March 26, 20 March 26, 20 IA years 12.35 100.00 13 23 *Above Subordinated Debts are unsecured and are rated with CRISIL AA/Positive by CRISIL Limited and “[ICRA] AA/Stable” by ICRA Limited.

1.3. The Company made public issue of unsecured rated non-convertible debentures listed in BSE in the nature of Subordinated Debt for a maturity period of 75 months,78 months, 81 months, 84 months, 87 months, 90 months and 96 months the details of which, as on December 31, 2020 are provided below:

Debent Tenor Coupon Principal Date of Redemption ure period / Amounts Allotment Date/ Schedule series of Effective outstanding as maturit Yield (in on y percenta December 31, 2 ge %) 020 (Excludes interest accrued, if any (Rs. in millions)

78 September PL-X** 11.23 304.36 March 26, 2021 Months 26,2014

79 of 249 78 December PL-XI** 11.23 386.54 June 29, 2021 Months 29,2014 81 January 23, 202 PL-XII** 10.80 289.15 April 23, 2015 Months 2 PL-XIII** 84 10.41 359.47 October October Months 14, 2015 14, 2022 PL- 87 10.02 230.39 January 20, April 20, 2023 XIV*** Months 2016 PL-XV** 90 9.67 236.00 May 12, 2016 November Months 12, 2023 PL-XVI* 96 9.06 317.76 January January Months 30,2017 30,2025 PL-XVII* 96 9.06 187.17 April 24,2017 April 24,2025 Months TOTAL 2,310.84

*Above Subordinated Debts are unsecured and are rated with CRISIL AA/Positive by CRISIL Limited and “[ICRA] AA/Stable” by ICRA Limited. **Above Subordinated Debts are unsecured and are rated with “[ICRA] AA/Stable” by ICRA Limited. ***Above Subordinated Debts are unsecured and are rated with “[CRISIL] AA/Positive” by CRISIL Limited.

2. Loan from Directors and Relatives of Directors

Our Company has borrowed an aggregate Rs.9844.94 million (principal outstanding) from directors and relatives of directors as on December 31, 2020 which are in the nature of unsecured loans. Out of the above, Rs.6894.94 million are repayable on demand and Rs.2,950.00 million are repayable on March 31, 2022.

3. Commercial Papers

Our Company has issued commercial papers of the face value of Rs. 0.50 million aggregating to a total face value of Rs.50,000.00 million as on December 31, 2020. The details of the commercial papers are set forth below. ISIN Number of Face Value (Rs. in S.No ISIN Maturity instruments millions) Date 1 INE414G14PW7 4500.00 2,250.00 11-Jan-21 2 INE414G14QB9 7000.00 3,500.00 20-Jan-21 3 INE414G14QA1 6,000.00 3,000.00 21-Jan-21 4 INE414G14PZ0 6,000.00 3,000.00 22-Jan-21 5 INE414G14PY3 5,000.00 2,500.00 25-Jan-21 6 INE414G14PX5 7,000.00 3,500.00 27-Jan-21 7 INE414G14QD5 6,000.00 3,000.00 16-Feb-21 8 INE414G14QC7 5,000.00 2,500.00 17-Feb-21 9 INE414G14QE3 5,500.00 2,750.00 18-Feb-21 10 INE414G14QF0 3,500.00 1,750.00 22-Feb-21 11 INE414G14QI4 8,000.00 4,000.00 12-Mar-21 12 INE414G14QH6 5,000.00 2,500.00 15-Mar-21 13 INE414G14QG8 5,000.00 2,500.00 17-Mar-21 14 INE414G14QJ2 5,000.00 2,500.00 18-Mar-21 15 INE414G14QK0 7,000.00 3,500.00 25-Mar-21 16 INE414G14QM6 7,500.00 3,750.00 26-Mar-21

80 of 249 17 INE414G14QL8 7,000.00 3,500.00 30-Mar-21 100,000.00 50,000.00

The outstanding amount at discounted value as on December 31, 2020 is Rs.49,572.34 million.

C. The list of top ten debenture holders* as on December 31, 2020 is as follows:

Aggregate amount (in Rs. S. No. Name of holder million) 1 SBI Mutual Fund 13200.00 2 HDFC Trustee Company Ltd 11265.00 3 Aditya Birla Sun Life Trustee Private Limited 8350.00 4 ICICI Prudential Mutual Fund 7645.00 5 Kotak Mahindra Trustee Co. Ltd. 5834.36 6 State Bank of India 5000.00 7 Nippon Life India Trustee Ltd 4859.72 8 Larsen and Toubro Ltd 4522.50 9 Union Bank of India 2950.00 10 Axis Mutual Fund 2618.00 *on cumulative basis

D. Corporate Guarantee

The Company has issued a corporate guarantee in June 2020 favouring National Housing Bank for their secured fund based credit limit of Rs. 1,250.00 million extended to the wholly owned subsidiary of the Company, Muthoot Homefin (India) Limited. Other than the above, Company has not issued any corporate guarantees in the last 5 years.

81 of 249 Annexure - 10

Details of default in statutory dues, duration of default and present status

The Company has been regular in depositing undisputed statutory dues. The following disputed amounts of Service Tax and Income Tax have not been deposited with the authorities as at December 31, 2020 : Nature of dues Statute Amount payable Period to which Forum where the (net of payments the amount dispute is made) relates pending Rs. in millions Service Tax Finance Act, 3004.08 2007-2008 to CESTAT (excluding interest) 1994 2011-2012 (Bangalore) 94.21 2014-2015 High Court of Kerala Income tax Income Tax 26.15 AY 2010-11 Act, 1961 128.06 AY 2011-12 478.74 AY 2012-13 Commissioner of 59.97 AY 2013-14 Income Tax 705.60 AY 2014-15 (Appeals) 127.85 AY 2015-16 258.92 AY 2016-17 3.67 AY 2017-18

82 of 249 Annexure - 11

Disclosures with regard to interest of directors, litigation etc.

a. Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons. NIL

b. Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed. NIL

c. The details of the remuneration of Directors for preceding three financial years is as below:

Period Remuneration Of Managing Director & Sitting Fees & Commission Of Whole Time Directors including Non-Executive Directors (Rs. in Allowances and Incentives (Rs. in Millions) Millions)

FY 2019-20 633.60 9.83

FY 2018-19 547.40 9.76

FY 2017-18 427.30 6.60

d. Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark. NIL

e. Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the offer letter and if so, section wise details thereof for the company and all of its subsidiaries

83 of 249  The Reserve Bank of India by order dated November 19, 2020 has imposed a monetary penalty of ₹ 1 million on the Company, for non-compliance with directions issued by the RBI on maintenance of Loan to Value ratio in gold loans and on obtaining copy of PAN card of the borrower while granting gold loans in excess of ₹ 0.50 million. Company has duly remitted the monetary penalty imposed by RBI.

 Company and its key Managerial Personnel have received following notices on inquiry conducted by Registrar of Companies, Kerala and Lakshadweep under Section 206 of Companies Act, 2013:

Sl. No. Date of Show Subject of Show Cause Notice Action Taken by the Cause Notice Company 1. 15th May 2019 Show cause notice for non-compliance of the provisions of section 135 read with section 134(3)(o) of the Companies Act, 2013

2. 15th May 2019 Show cause notice for the violation of the provisions of section 134 and section 188(1) of the Companies Act, 2013 read with Companies (Account) Rules 2014

3. 15th May 2019 Show cause notice for violation of Section

124(1) of the Companies Act, 2013

4. 15th May 2019 Show cause notice for default under section 125 of the Companies Act, 2013 Company has read with IEPF authority (Accounting, submitted its reply to Audit, Transfer & Refund) Rules, 2016. Registrar of Companies, Kerala 5. 15th May 2019 Show cause notice for non-compliance of and Lakshadweep section 134(3)(h) of the Companies Act, along with 2013. explanations and documentary 6. 15th May 2019 Show cause notice for non-compliance of evidences in support provisions of section 189(1) of the of compliance done by Companies Act, 2013 read with Rule 16 of the Company vide Companies (Meeting of Board and its letters dated June 14, Powers) Rules, 2014 2019 and August 21, 2019 7. 15th May 2019 Show cause notice for violation of the provisions of section 129 of the Companies Act, 2013 8. 15th May 2019 Show cause notice for default under section 188 of the Companies Act, 2013 9. 15th May 2019 Show cause notice for default under

84 of 249 section 164(2)(b) of the Companies Act, 2013.

10. 26th July 2019 Show cause notice for violation of Section 447 of the Companies Act, 2013.

f. Details of acts of material frauds committed against the company in the last three years, if any, and if so, the action taken by the company.

Our business involves carrying out cash and gold jewelry transactions that expose us to the risk of fraud by employees, agents, customers or third parties, theft, burglary, and misappropriation or unauthorised transactions by our employees. Our insurance policies, security systems and measures undertaken to detect and prevent these risks may not be sufficient to prevent or detect such activities in all cases, which may adversely affect our operations and profitability. Our employees may also become targets of the theft, burglary and other crimes if they are present when these crimes are committed, and may sustain physical and psychological injuries as a result. For example, in the year ended March 31, 2020 (i) we encountered two instances of staff fraud at our Kathua (JK) branch, Jammu Kashmir and Delhi- Rajouri garden (Bali Nagar), Delhi where Rs. 0.62 million and Rs. 4.47 million, respectively were misappropriated by our employees, (ii) gold ornaments pledged by our customers at our Koothapakkam branch in Tamilnadu, and Aurangabad - Nirala Bazar branch in Maharashtra, against loan amounts of Rs. 1.87 million and Rs. 1.50 million, respectively, were reported to be stolen goods and were seized by the police, and (iii) at Cooke Town Branch, Karnataka of our Company, where a burglary incident happened in which, loan amount aggregating to Rs. 162.77 million was stolen.

However, these individual instances were not of material nature compared to size , scale , operations , revenue and profits of the Company.

Details of fraud committed against the Company

Sl.No. Financial Details of Fraud Action taken by the Company Year 1 No fraud of material nature was These amounts have been committed against the company other recovered/written 2019-20 than frauds committed by staff and off/provided for customers of the company cumulatively amounting to Rs.25.94 million 2 No fraud of material nature was These amounts have been committed against the company other recovered/written 2018-19 than frauds committed by staff and off/provided for customers of the company cumulatively amounting to Rs.38.31 million 3 No fraud of material nature was These amounts have been committed against the company other recovered/written 2017-18 than frauds committed by staff and off/provided for customers of the company cumulatively amounting to Rs.35.06 million

85 of 249 Annexure - 12

DETAILS OF THE LIST OF RELATED PARTIES AND NATURE OF RELATIONSHIPS

A. Subsidiary Companies

SL For the period ended March For the period ended March For the period ended March No. 31,2020 31,2019 31,2018 1 Asia Asset Finance PLC, Sri Asia Asset Finance PLC, Sri Asia Asset Finance PLC, Sri Lanka Lanka Lanka 2 Muthoot Homefin (India) Muthoot Homefin (India) Muthoot Homefin (India) Limited Limited Limited 3 Belstar Microfinance Limited Belstar Investment and Belstar Investment and Finance Private Limited Finance Private Limited 4 Muthoot Insurance Brokers Muthoot Insurance Brokers Muthoot Insurance Brokers Private Limited Private Limited Private Limited 5 Muthoot Money Limited Muthoot Money Limited

6 Muthoot Asset Management Muthoot Asset Management Private Limited Private Limited 7 Muthoot Trustee Private Muthoot Trustee Private Limited Limited

B. Key Managerial Personnel

Sl. No. For the period ended March For the period ended March For the period ended March 31, 2020 31, 2019 31, 2018 1 M. G. George Muthoot M. G. George Muthoot M. G. George Muthoot 2 George Thomas Muthoot (Chairman)George Alexander Muthoot (Chairman)George Alexander Muthoot 3 George Thomas Muthoot (ManagingGeorge Thomas Director) Muthoot (ManagingGeorge Thomas Director) Muthoot 4 (Director)George Jacob Muthoot (Director)George Jacob Muthoot (Director)George Jacob Muthoot 5 (Director)Alexander M George (Director)Alexander M George (Director)Alexander M George 6 (Director)George Joseph (Director)George Joseph (Director)George Joseph 7 John K Paul John K Paul John K Paul 8 K. George John K. George John K. George John 9 Pamela Anna Mathew Pamela Anna Mathew Pamela Anna Mathew 10 Jose Mathew Jose Mathew Justice (Retd) K John Mathew 11 Justice (Retd) Jacob Justice (Retd) Jacob Benjamin Koshy Benjamin Koshy 12 Pratip Chaudhuri 13 Vadakkakara Antony George 14 Ravindra Pisharody

86 of 249

C. Enterprises owned or significantly influenced by Key Managerial Personnel or their relatives

Sl. No. For the period ended March For the period ended March For the period ended March 31, 2020 31, 2019 31, 2018 Muthoot Vehicle And Asset Muthoot Vehicle And Asset Muthoot Vehicle And Assets 1 Finance Limited Finance Limited Finance Limited Muthoot Leisure And Muthoot Leisure And Muthoot Leisure And 2 Hospitality Services Private Hospitality Services Private Hospitality Services Private Limited Limited Limited M.G.M. Muthoot Medical M.G.M. Muthoot Medical M.G.M. Muthoot Medical 3 Centre Private Limited. Centre Private Limited. Centre Private Limited. Muthoot Marketing Services Muthoot Marketing Services Muthoot Marketing Services 4 Private Limited. Private Limited. Private Limited. Muthoot Broadcasting Private Muthoot Broadcasting Private Muthoot Broadcasting Private 5 Limited Limited Limited 6 Muthoot Forex Limited Muthoot Forex Limited Muthoot Forex Limited Emgee Board and Paper Mills Emgee Board and Paper Mills Emgee Board and Paper Mills 7 Private Limited Private Limited Private Limited Muthoot Health Care Private Muthoot Health Care Private Muthoot Health Care Private 8 Limited. Limited. Limited. Muthoot Precious Metals Muthoot Precious Metals Muthoot Precious Metals 9 Corporation Corporation Corporation 10 GMG Associates GMG Associates GMG Associates Emgee Muthoot Benefit Fund Emgee Muthoot Benefit Fund Emgee Muthoot Benefit Fund 11 ( India ) Limited ( India ) Limited ( India ) Limited Geo Bros Muthoot Funds Geo Bros Muthoot Funds Geo Bros Muthoot Funds 12 (India) Limited (India) Limited (India) Limited Muthoot Investment Advisory Muthoot Investment Advisory Muthoot Investment Advisory 13 Services Private Limited Services Private Limited Services Private Limited 14 Muthoot Securities Limited Muthoot Securities Limited Muthoot Securities Limited Muthoot M George Muthoot M George Muthoot M George 15 Permanent Fund Limited Permanent Fund Limited Permanent Fund Limited Muthoot Housing & Muthoot Housing & Muthoot Housing & 16. Infrastructure Infrastructure Infrastructure Muthoot Properties & Muthoot Properties & Muthoot Properties & 17. Investments Investments Investments 18 Venus Diagnostics Limited Venus Diagnostics Limited Venus Diagnostics Limited Muthoot Systems & Muthoot Systems & Muthoot Systems & 19. Technologies Pvt Ltd Technologies Pvt Ltd Technologies Pvt Ltd Muthoot Infopark Private Muthoot Infopark Private Muthoot Infopark Private 20. Limited Limited Limited Muthoot Anchor House Hotels Muthoot Anchor House Hotels Muthoot Anchor House Hotels 21. Private Limited Private Limited Private Limited Marari Beach Resorts Private Marari Beach Resorts Private Marari Beach Resorts Private 22. Limited Limited Limited Muthoot M George Muthoot M George Muthoot M George 23. Foundation Foundation Foundation 24. Muthoot Commodities Limited Muthoot Commodities Limited Muthoot Commodities Limited

87 of 249 Muthoot M George Charitable Muthoot M George Charitable 25 Trust Trust Muthoot M George Institute Muthoot M George Institute 26 of Technology of Technology Muthoot Gold Bullion 27 Corporation St. Georges Educational 28 Society 29 Muthoot Educational Trust

D. Relatives of key managerial personnel

Sl. No. For the period ended March For the period ended March For the period ended March 31, 2020 31, 2019 31, 2018 1 Sara George w/o M. G. George Sara George w/o M. G. George Sara George w/o M. G. George Muthoot Muthoot Muthoot 2 Susan Thomas w/o George Susan Thomas w/o George Susan Thomas w/o George Thomas Muthoot Thomas Muthoot Thomas Muthoot 3 Elizabeth Jacob w/o George Elizabeth Jacob w/o George Elizabeth Jacob w/o George Jacob Muthoot Jacob Muthoot Jacob Muthoot 4 Anna Alexander w/o George Anna Alexander w/o George Anna Alexander w/o George Alexander Muthoot Alexander Muthoot Alexander Muthoot

5 George M. George s/o M. G. George M. George s/o M. G. George M. George s/o M. G. George Muthoot George Muthoot George Muthoot 6 George M. Jacob s/o George George M. Jacob s/o George George M. Jacob s/o George Jacob Muthoot Jacob Muthoot Jacob Muthoot 7 George Alexander s/o George Alexander s/o George Alexander s/o George Alexander Muthoot George Alexander Muthoot George Alexander Muthoot 8 Eapen Alexander s/o George Eapen Alexander s/o George Eapen Alexander s/o George Alexander Muthoot Alexander Muthoot Alexander Muthoot 9 Reshma Susan Jacob d/o Reshma Susan Jacob d/o Reshma Susan Jacob d/o George Jacob Muthoot George Jacob Muthoot George Jacob Muthoot 10 Anna Thomas d/o George Anna Thomas d/o George Anna Thomas d/o George Thomas Muthoot Thomas Muthoot Thomas Muthoot 11 ValsaKurien w/o George ValsaKurien w/o George ValsaKurien w/o George Kurien Kurien Kurien 12 Tania Thomas d/o George Tania Thomas d/o George Tania Thomas d/o George Thomas Muthoot Thomas Muthoot Thomas Muthoot 13 Leela Zachariah sister of M. G. Leela Zachariah sister of M. G. George Muthoot George Muthoot

88 of 249

TRANSACTIONS WITH RELATED PARTIES

A. Key Managerial Personnel

SL. Particulars For the year ended For the year ended For the year ended No March 31, 2020 March 31, 2019 March 31, 2018

A Transactions during the year 1 Purchase of Travel Tickets for - - - Company Executives/ Directors/ Customers 2 Travel Arrangements for - - - Company Executives/ Customers 3 Accommodation facilities for - - - Company Executives/ Clients/ Customers 4 Brokerage paid for NCD Public - - - Issue 5 Interest received on Loans - - - 6 Directors Remuneration 633.60 547.40 427.30 7 Salary and Allowances - - - 8 Service Charges Collected - - -

9 Subordinated debts repaid - 0.05 0.21 10 Loans given - - - 11 Loans recovered - - - 12 Investment in Secured NCD - - - 13 Rent paid - 0.80 4.05 14 Rent received - - - 15 Loans availed by the Company - - - for which guarantee is provided by related parties 16 Business Promotion Expenses - - -

17 Expenditure on Corporate Social - - - Responsibility 18 Foreign Currency Purchased for - - - travel 19 Interest paid on 444.37 257.56 240.44 loans/subordinated debts

89 of 249 20 Interest paid on NCD 0.52 0.75 0.75 21 Interest paid on NCD– Listed 15.91 - -

22 Redemption of NCD of the 0.02 - - company 23 Redemption of Listed NCD of the 0.34 72.10 30.00 company 24 Dividend paid/declared 4,973.85 - 1842.17 company 25 Sale of Investments - - -

26 Purchase of shares of Muthoot - - - Insurance Brokers Private Ltd

27 Loans accepted 5,859.04 2336.89 4462.27

28 Loans repaid 1,424.45 3604.96 3002.61

29 Purchase of NCD-Listed 10.34 1170.00 -

30 Purchase of shares of Muthoot - - 281.60 Homefin (India) Limited 31 Term Loan Accepted - - -

32 Term Loan Interest Paid - - -

33 Interest received on - - - Subordinated Debt 34 Sale of Fixed Asset to company 6.72 - - 35 Dividend Received - - - 36 Commission Received on Money - - - Transfer 37 Investment in Equity Shares of - - - Subsidiary 38 Purchase of Securities - - -

39 Non- executive Directors 9.83 9.73 6.63 Remuneration 40 Rent deposit repaid by directors - 1.95 - and relatives 41 Repairs and Maintenance - - -

42 Service Charges - - -

43 Insurance - - -

90 of 249 44 Rent deposit given - - -

45 Term Loan repaid - - -

46 Advance for Investment in - - - equity shares 47 Corporate Guarantee given - - -

Net Amount Receivable / (Due) as at the year end As at March 31, As at March 31, As at March 31, 2020 2019 2018 Investments in Equity Shares - - - Investments in Subsidiary - - - companies- Subordinated debts Advance for Investment in - - - NCDshares (5.00) (5.02) (5.02) NCD – Listed (1,107.90) (1097.90) - Security Deposit - - - Rent Deposit - - 1.77 Loans and Subordinated debts (7,333.47) (2898.88) (4167.00) Directors Remuneration Payable (347.70) (293.00) (196.60) Non-Executive Directors (6.05) (6.28) (4.77) Remuneration Payable Interest payable on NCD (0.41) (4.23) (3.49) Interim Dividend Payable - - - Trade Payables - - (0.30) Other Financial Liabilities - - - Term Loan outstanding - - - Trade Receivable - - - Other Non-Financial Assets - - - Other Financial Assets - - -

91 of 249 B. Relatives of Key Managerial Personnel

Sl. Particulars For the year ended For the year ended For the year ended No. March 31, 2020 March 31, 2019 March 31, 2018 A Transactions during the year 1 Purchase of Travel Tickets for - - - Company Executives/Directors/Customers 2 Travel Arrangements for - - - Company Executives/Customers 3 Accommodation facilities for - - - Company Executives/Clients/Customers 4 Brokerage paid for NCD Public - - - Issue 5 Interest received on Loans - - -

6 Directors Remuneration - - -

7 Salary and Allowances 16.80 13.80 12.00 8 Service Charges Collected - - -

9 Subordinated debts repaid - - - 10 Loans given - - -

11 Loans recovered - - -

12 Investment in Secured NCD - - - 13 Rent paid 0.28 0.42 0.79 14 Rent received - - -

15 Loans availed by the Company - - - for which guarantee is provided by related parties 16 Business Promotion Expenses - - -

17 Expenditure on Corporate Social - - - Responsibility 18 Foreign Currency purchased for - - - travel 19 Interest paid on 260.29 293.54 316.90 loans/subordinated debts

92 of 249 20 Interest paid on NCD - - - 21 Interest paid on NCD– Listed 12.05 10.47 3.99 22 Redemption of NCD of the - - company 23 Redemption of Listed NCD of 27.71 7.10 150.12 the company 24 Dividend paid/declared 3,012.69 - 1115.81 25 Sale of Investments - 26 Purchase of Shares of Muthoot Insurance Brokers Private - - - Limited 27 Loan accepted 3,959.80 2211.73 3712.10 28 Loans repaid 2,225.37 4047.63 2340.81 29 Purchase of NCD-Listed 1,059.36 1869.60 65.05 30 Purchase of shares of Muthoot - - 105.60 Homefin (India) Limited 31 Term Loan Accepted - - -

32 Term Loan Interest Paid - - -

33 Interest received on - - - Subordinated Debt 34 - - - Sale of Fixed Asset 35 - - - Dividend Received 36 Commission Received on - - - Money Transfer Investment in Equity Shares of - 99.48 - 37 Subsidiary - - - 38 Purchase of Securities Non- executive Directors - - - Remuneration 39 Rent deposit repaid by directors - 0.35 - and relatives 40 Repairs and Maintenance - - - 41

93 of 249 Service Charges - - - 42 Insurance - - - 43 Rent deposit given - - - 44 Term Loan repaid - - - 45 Advance for Investment in - - - equity shares 46 Corporate Guarantee given - - - 47

Net Amount Receivable / (Due)

as at the year end As at March 31 As at March 31 As at March 31 2020 2019 2018 Investments in Equity Shares - - - Investments in Subsidiary - - - Companies-Subordinated debts Advance for Investment in - - - shares NCD - - - NCD– Listed (3,040.97) (2009.32) (146.82) Security Deposit - - - Rent Deposit - - 0.30 Loans and Subordinated debts (4,546.63) (2812.20) (4648.10) Directors Remuneration Payable - - - Non-Executive Directors - - - Remuneration Payable Interest payable on NCD - - - Interim Dividend payable - - - Trade Payables - - (0.06) Other Financial Liabilities - - - Term Loan outstanding - - - Trade Receivable - - - Other Non-Financial Assets - - - Other Financial Assets - - -

94 of 249

C. Enterprises owned or significantly influenced by Key Managerial Personnel or their relatives

Sl. Particulars For the year ended For the year ended For the year ended No. March 31, 2020 March 31, 2019 March 31, 2018

A Transactions during the year 1 Purchase of Travel Tickets for 28.98 17.99 4.60 Company Executives/Directors/Customers 2 Travel Arrangements for 10.21 8.15 0.29 Company Executives/Customers 3 Accommodation facilities for 1.06 4.15 0.85 Company Executives/Clients/Customers 4 Brokerage paid for NCD Public 15.52 24.02 1.23 Issue 5 Interest received on Loans - - - 6 Directors Remuneration - - - 7 Salary and Allowances - - - 8 Service Charges Collected 3.68 2.34 5.49 9 Subordinated debts repaid - - - 10 Loans given - - - 11 Loans recovered - - - 12 Investment in Secured NCD - - - 13 Rent paid 22.80 9.80 4.85 14 Rent received 2.46 1.84 1.73 15 Loans availed by the Company - - - for which guarantee is provided by related parties 16 Business Promotion Expenses 0.17 10.01 14.77 17 Expenditure on Corporate Social 546.61 255.01 190.53 Responsibility 18 Foreign Currency purchased for 1.96 0.86 1.42 travel 19 Interest paid on - - - loans/subordinated debts 20 Interest paid on NCD - - -

95 of 249 21 Interest paid on NCD– Listed 39.50 15.77 33.59

22 Redemption of NCD of the - - - company 23 Redemption of Listed NCD of 238.68 145.57 455.85 the company 24 Dividend Paid/Declared - - - 25 Sale of Investments - - - 26 Purchase of shares of Muthoot - Insurance Brokers Private Ltd - - 27 Loans Accepted - - - 28 Loans Repaid - - - 29 Purchase Of NCD-Listed 397.72 203.09 443.22 30 Purchase of shares of Muthoot - - - Homefin (India) Limited 31 Term Loan Accepted - 9.99 2.57 32 Term Loan Interest Paid 0.91 0.57 0.01 33 Interest received on - - - Subordinated debt 34 Sale of Fixed Assets - - - 35 Dividend Received - - -

36 Commission received on Money 32.93 51.77 66.00 Transfer Business

37 Investment in Equity shares – - - - Subsidiary 38 Purchase of Securities - - - 39 Non- executive Directors - - - Remuneration 40 Rent deposit repaid by directors - - - and relatives 41 Repairs and Maintenance - 0.22 -

42 Service Charges - 0.01 -

Insurance - 0.07 - 43

44 Rent deposit given 7.07 2.30 -

96 of 249 45 Term Loan repaid 2.56 1.37 -

46 Advance for Investment in - - - equity shares 47 Corporate Guarantee given - - -

48 Security deposit received, 40.00 - - adjusted against dues 49 Professional charges paid 0.01 - -

50 Complementary Medical Health 2.55 - - Check Up for Customers/ Employees

Net Amount Receivable / (Due) as at the year end As at March 31, As at March 31, As at March 31,

2020 2019 2018 Investments in Equity Shares 239.37 197.17 163.28

Investments in Subsidiary - - - companyNet Amount-Subordinated Receivable debts / (Due) asAdvance at the year for end Investment in - - - shares NCD - - - NCD – Listed (458.81) (299.77) (241.26) Security Deposit - (40.00) (40.00) Rent Deposit 13.84 6.77 1.47 Loans and Subordinated debts - - -

Directors Remuneration Payable - - - Non-Executive Directors - - - Remuneration Payable Interest Payable on NCD - - - Interim Dividend payable - - - Trade Payables (0.97) (0.97) (1.68)

Other Financial Liabilities (0.05) (0.05) (0.01) Term Loan outstanding (8.63) (11.19) (2.57)

97 of 249 Trade Receivable 1.56 - 79.43 - 0.22 - Other Non-Financial Assets 0.96 0.31 0.25 Other Financial Assets

D. Subsidiary Companies Sl. Particulars For the year ended For the year ended For the year ended No. March 31, 2020 March 31, 2019 March 31, 2018 A Transactions during the year 1 Purchase of Travel Tickets for Company - - - Executives/Directors/Customers 2 Travel Arrangements for - - - Company Executives/Customers 3 Accommodation facilities for Company - - - Executives/Clients/Customers 4 Brokerage paid for NCD Public - - - Issue 5 Interest received on Loan 326.87 259.64 50.96 6 Directors Remuneration - - - 7 Salary and Allowances - - - 8 Service Charges Collected - - 1.00 9 - - - Subordinated debts repaid 10 Loans Given 6,800.00 13,160.00 5260.00 11 Loans recovered 7,850.00 10,489.67 3,113.67 12 Investment in Secured NCD - - - 13 Rent paid - - - 14 Rent Received 4.45 3.50 2.42 15 Loans availed by the Company for which guarantee is provided - - - by related parties 16 Business Promotion Expenses - - -

98 of 249 17 Expenditure on Corporate Social - - - Responsibility 18 Foreign Currency Purchased for - - - travel 19 Interest paid on - - - loans/subordinated debts 20 Interest paid on NCD - - - 21 Interest paid on NCD– Listed - - - 22 Redemption of NCD of the - - - company 23 Redemption of Listed NCD of - - - the company 24 Dividend paid/declared - - - 25 Sale of Investments - - 10.21 26 Purchase of Shares of Muthoot Insurance Brokers Private - - - Limited 27 Loan accepted - - - 28 Loans repaid - - - 29 Purchase of NCD-Listed - - - 30 Purchase of shares of Muthoot - - - Homefin(India) Limited 31 Term Loan Accepted - - - 32 Term Loan Interest paid - - - 33 Interest received on - - 1.13 Subordinated Debt 34 Sale of Fixed Asset - - 0.86 35 Dividend Received 13.13 - 20.10 36 Commission received on Money - - - Transfer 37 Investment in Equity Shares of 559.84 4653.51 1070.00 Subsidiary 38 Purchase of Securities - - - 39 Non- executive Directors Remuneration - - -

99 of 249 40 Rent deposit repaid by directors and relatives - - -

41 Repairs and Maintenance - - - 42 Service Charges - - - 43 Insurance - - - 44 Rent deposit given - - - 45 Term Loan repaid - - - 46 Advance for Investment in equity shares - 0.52 -

47 Corporate Guarantee given - 250.00 - Net Amount Receivable / (Due) as at the year end As at March 31, As at March 31, As at March 31, 2020 2019 2018 Investments in Equity Shares 8,742.33 8182.49 3429.50 Investments in Subsidiary Companies- - - - Subordinated debts Advance for Investment - 0.52 - in shares NCD - - - NCD– Listed - - - Security Deposit - - - Rent Deposit - - - Loans and Subordinated debts - - - Directors Remuneration - - - Payable Non-Executive Directors - - - Remuneration Payable Interest payable on NCD - - - Interim Dividend Payable - - - Trade Payables - - - Other Financial Liabilities - - - Term Loan Outstanding 3,950.00 5011.47 2329.50 Trade Receivable - - - Other Non-Financial Assets - - - Other Financial Assets 1.41 0.17 -

100 of 249 Annexure - 13 Other details Debenture Redemption Reserve (DRR)

As per the provisions of Section 71 of the Companies Act read with Rule 18 of the Share Capital and Debentures Rules, no debenture redemption reserve is required to be created by non- banking financial companies registered with the Reserve Bank of India under Section 45IA of the Reserve Bank of India Act,1934 in respect of privately placed debentures. Pursuant to this rule, the Company being a non-banking financial company registered with Reserve Bank of India, is not required to create debenture redemption reserve in respect of Secured NCDs issued hereunder. Issue/instrument specific regulations The issue of Secured NCDs is in compliance with/ governed by the relevant provisions of the following: i) Companies Act , 2013 ii) SEBI (Issue and Listing of Debt Securities) Regulations, 2008 iii) SEBI( Debenture Trustee) Regulations ,1993 iv) Master Direction - Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 v)Master Direction - Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016. Besides, the Secured NCDs issued hereunder shall be subject to the terms and conditions as contained in this SDD , TDD, Application form, Debenture Trustee Agreement and Debenture Trust Deed.

Issue Structure Authority for the Issue This private placement of Secured NCDs is being made pursuant to the resolution of the Board of Directors of the company dated February 19 ,2021 , which has approved the placement of NCDs . The present issue is within the overall borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act, 2013, at the General Meeting of the shareholders of the Company held on September 30, 2020 giving their consent to the borrowing by the Board Of Directors of the Company from time to time which provided that money already borrowed together with money to be borrowed under this resolution and remaining outstanding at any time shall not exceed the aggregate of Rs. 75,000 Crores (Rupees Seventy Five Thousand Crores) in excess of the paid up capital and free reserves of the Company for the time being.

101 of 249 iii) Designated Officials who are authorized to issue the SDD & TDD & PAS-4 as per the Board Resolution

a) Mr. George Alexander Muthoot, Managing Director, b) Mr. Oommen K Mammen, Chief Financial Officer, c) Mr. K R Bijimon, Chief General Manager, d) Ms. Shanthi N Ranjan, Deputy General Manager– Finance, e) Mr. Rajesh A, Company Secretary, f) Mr. Manoop P N, Senior Manager – Finance Minimum Subscription for the Issue As the current issue of Secured NCDs is being made on private placement basis, the requirement of minimum subscription for the issue shall not be applicable and therefore the Company shall not be liable to refund the issue subscription(s)/ proceed(s) in the event of the total Issue collection falling short of issue size or certain percentage of issue size. Deemed Date of Allotment Deemed Date of Allotment shall be the date as decided by the NCD committee of the Board of Directors constituted by resolution of the Board dated May 16 , 2018 , and as per authorization dated February 19 , 2021 and as mentioned in the Allotment advice. All benefits relating to the Secured NCDs will be available to the investors from the Deemed Date of Allotment. The actual allotment of Secured NCDs may take place on a date other than the Deemed Date of Allotment. The Company reserves the right to keep multiple allotment date(s)/ deemed date(s) of allotment at its sole and absolute discretion without any prior notice and shall have a right to allot the Secured NCDs in tranches / series which shall form the part of this Issue. In case if the issue closing date is changed (pre-poned/ postponed), the Deemed Date of Allotment may also be changed (pre-poned/ postponed) by the Company at its sole and absolute discretion. Interest on Secured NCDs shall accrue to the Debenture Holder(s) from and including the deemed date of allotment that will be notified in the term sheet. Underwriting The present Issue of Secured NCDs is on private placement basis and has not been underwritten.

102 of 249 Depository Arrangements The Company has made depository arrangements with NSDL and CDSL for issue and holding of the NCDs in dematerialised form. In this context:

(i) Tripartite Agreements dated December 8, 2010 and August 25, 2006, between us, the Registrar and CDSL and NSDL, respectively have been executed, for offering depository option to the Applicants. (ii) It may be noted that NCDs in electronic form can be traded only on stock exchanges having electronic connectivity with NSDL or CDSL. The Stock Exchanges have connectivity with NSDL and CDSL. (iii) Interest or other benefits with respect to the NCDs held in dematerialised form would be paid to those NCD holders whose names appear on the list of beneficial owners given by the Depositories to us as on Record Date. In case of those NCDs for which the beneficial owner is not identified by the Depository as on the Record Date/ book closure date, Company would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is identified by the Depository and conveyed to us, whereupon the interest or benefits will be paid to the beneficiaries, as identified, within a period of 30 days. (iv) The trading of the NCDs shall be in dematerialized form only. (v) Investors should mention their Depository Participant’s name ,DP-ID and Beneficiary Account Number in the appropriate place in the application form (vi) The Company will not be able to credit the Depository Account of the investors until all the required Depository details are provided. (vii) The initial credit of the Secured NCDs in the beneficiary account of the Investor will be akin to the Letter of Allotment.

Ranking of the Secured NCDs The Secured NCDs would constitute secured obligations of the Company and shall rank pari passu inter se, and subject to any obligations under applicable statutory and/or regulatory requirements, shall also, with regard to the amount invested, be secured by way of a first pari passu floating charge on current assets, book debts, loans and advances, and receivables including gold loan receivables, both present and future. The Secured NCDs proposed to be issued under the Issue and all earlier issues of Secured NCDs outstanding in the books of the Company having corresponding assets as security, shall rank pari passu without preference of one over the other except that priority for payment shall be as per applicable date of redemption. The Company is required to obtain permissions / consents from the prior secured creditors, having corresponding assets as security, in favour of the debenture trustee for creation of such pari passu charge. The Company had applied to the prior secured creditors for such permissions / consents and has obtained all permissions / consents from such secured creditors thereby enabling it to undertake the Issue.

103 of 249 Future Borrowings Future Borrowings means any credit facilities proposed to be availed by the Company either, secured with a first ranking pari passu charge, second ranking charge or any subservient charge on the Security as detailed in the Summary Term Sheet , or unsecured, including without limitation on any loans, debentures or other credit facilities i) The Company shall be entitled to make further issue of Secured NCDs and/or raise term loans or raise further funds from time to time from any persons, banks, financial institutions or bodies corporate or any other agency without the consent of, or notification to or consultation with the holder of Secured NCDs or the Debenture Trustee by creating a charge on any assets other than the Security as contained in this DD as well as Debenture Trust deed. ii) The Company shall make further issue of Secured NCDs and/or raise term loans or raise further funds from time to time from any persons, banks, financial institutions or bodies corporate or any other agency by creating a charge over the Security as contained in this DD as well as Debenture Trust deed provided the stipulated security cover is maintained on Secured NCDs and consent of the Debenture Trustee regarding the creation of a charge over such Security is obtained. iii) The Company shall be entitled to make further issue of unsecured debentures and/or raise unsecured term loans or raise further unsecured funds from time to time from any persons, banks, financial institutions or bodies corporate or any other agency without the consent of, or notification to or in consultation with the holder of Secured NCDs or the Debenture Trustee.

Trustees for the Secured NCD holders The Company has appointed IDBI Trusteeship Services Limited to act as the Debenture Trustees for the Debenture Holders. The Debenture Trustee and the Company will execute a Debenture Trust Deed , inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and the Company. The Debenture Holders shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorised officials to do all such acts, deeds, matters and things in respect of or relating to the Secured NCDs as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the Debenture Holders. No debenture holder shall be entitled to proceed directly against the company, unless debenture trustee having become bound to do so or fail to do so. Any payment made by us to the Debenture Trustee on behalf of the Debenture Holders shall discharge us pro tanto to the Debenture Holders. The Debenture Trustee will protect the interest of the Debenture Holders in the event of default by the Company in regard to timely payment of interest and repayment of principal and they will take necessary action at Company’s cost.

104 of 249 Record Date The Record Date for payment of interest in connection with the Secured NCDs or repayment of principal in connection therewith shall be 15 (fifteen) days prior to the date on which interest is due and payable, and/or the date of redemption. Provided that trading in the Secured NCDs shall remain suspended between the aforementioned Record Date in connection with redemption of Secured NCDs and the date of redemption or as prescribed by the relevant stock exchange(s), as the case may be. In case Record Date falls on a day when stock exchanges are having a trading holiday, the immediate subsequent trading day, or a date notified by the Company to the Stock Exchanges, will be deemed as the Record Date. Interest The Interest shall be payable at the Coupon Rate and under terms and conditions as specified in the Summary Term Sheet. In case of default in the payment of the Interest on the relevant Interest Payment Date, the Company shall also pay interest on the defaulted amounts at the rate of 2% per annum over the applicable Coupon Rate for the period of duration of such default.

Interest for each of the interest periods shall be calculated, on the face value of principal outstanding on the Secured NCDs at the applicable Coupon Rate rounded off to the nearest Rupee and same shall be paid on the Interest Payment Date as per Summary Term Sheet. Interest shall be computed on a 365 days-a-year basis on the principal outstanding on the Secured NCDs. However, if period from deemed date of allotment/anniversary date of allotment till one day prior to next anniversary date/redemption date includes February 29th, interest shall be computed on 366 days a-year basis. Redemption

The Company shall redeem the Principal Amount along with all Secured Obligations, if any, of Secured NCDs on Redemption Dates, as specified in the Summary Term Sheet. In case of default in the payment of the Principal Amount along with all Secured Obligations, if any, when due on the respective Redemption Dates, the Company shall also pay interest on the defaulted amounts at the rate of 2% per annum over the applicable Coupon Rate, for the period of duration of such default.

Payments to Debenture Holders Payment of Principal Amount, interest and other Secured Obligations/Redemption amount will be made to the Debenture Holder whose name appears in the Register of Beneficial Owners maintained by the Depository, the Company or the Registrar and Transfer Agent and in case of joint holders to the one whose name stands first in Register of Beneficial Owners maintained by such Depository, the Company or the Registrar and Transfer Agent, as on the Record Date, where the Secured NCDs are issued in dematerialised form. For the Secured NCDs issued in

105 of 249 physical form, the payment of Principal Amount, Interest and other Secured Obligations shall be made to the Debenture Holder whose name appears in the Register of Debenture Holders on the Record Date. Company may enter into an arrangement with one or more banks in one or more cities for direct credit of above payments to the account of the Debenture Holders. In such cases, payments would be directly credited to the account of those investors who have given their bank mandate. Company may offer the facility of NACH, NEFT, RTGS, Direct Credit and any other method permitted by RBI and SEBI from time to time to effect payments to Debenture Holders. The terms of this facility (including towns where this facility would be available) would be as prescribed by RBI. Tax Deduction at Source Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. Tax exemption certificate/document, under the relevant provisions of the Income Tax Act, 1961, if any, must be lodged at the office of the Company, at least 30 days before the payment becoming due. Transfer of Secured NCDs Secured NCDs shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL /CDSL Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Secured NCDs held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant. Transfer of Secured NCDs to and from NRIs/ OCBs, in case they seek to hold the Secured NCDs and are eligible to do so, will be governed by the then prevailing guidelines of RBI. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the company. Restriction on transfer of Secured NCDs There are currently no restrictions on transfers and transmission of NCDs and on their consolidation/ splitting except as may be required under applicable statutory and/or regulatory requirements including any RBI requirements and/or as provided in our Articles of Association. Right to Re-purchase and Re-issue the Secured NCDs Subject to prevailing regulations , the Company can purchase the Secured NCDs in the market through negotiated secondary market trades as per the normal market practices, subject to

106 of 249 mutual negotiations with the Debenture Holders, at the prevailing yield levels depending on the market conditions.Such purchase of Secured NCDs can be at discount, at par or at premium. The right to repurchase Secured NCDs is not a call option and should not be construed as such by anyone. No prior consent from either the Debenture Trustee or Debenture Holders will be required for any repurchase, re-issue of the Secured NCDs. Subject to prevailing regulations, where Company has fully redeemed or repurchased any Secured NCDs, Company shall have and shall be deemed always to have had the right to keep such Secured NCDs in effect without extinguishment thereof, for the purpose of resale or re-issue and in exercising such right, Company shall have and be deemed always to have had the power to resell or reissue such Secured NCDs either by reselling or re-issuing the same Secured NCDs or by issuing other Secured NCDs in their place. The aforementioned right includes the right to reissue original Secured NCDs. The right of repurchase and re-issue can be exercised by the Company multiple times during the tenor of the Secured NCDs without applicability of any minimum amount or price of the Secured NCDs. Such Secured NCDs, at the option of the Company, be cancelled, held or resold at such price and on such terms and conditions as the Company may deem fit and as permitted under Applicable Law. Register of Debenture Holder(s)/Beneficial Owners A register of all Registered Debenture Holder(s)/Beneficial Owners containing necessary particulars will be maintained by the Company’s Registrar and Transfer Agent. The Company shall request the Depository to provide a list of Beneficial Owners as at end of day of the Record Date. This list shall be considered for payment of interest, repayment of principal and amortisation, as the case may be. The company shall credit interest on Secured NCDs and/or redemption amount of Secured NCDs as per NSDL / CDSL records. Debenture holders are required to keep the records updated with respective Depository with whom they have their accounts Debenture holders not entitled to rights of Shareholders The Debenture Holders will not be entitled to any rights and privileges of shareholders other than those available to them under statutory requirements. The Secured NCDs shall not confer upon the Debenture holders the right to receive notice, or to attend and vote at the general meetings of shareholders of the Company. Variation of Beneficial owner(s)/Debenture Holder(s) rights

107 of 249 NCDs for the time being outstanding in the series at their meeting in terms of the Debenture Trust Deed ; provided that nothing in such consent or resolution shall be operative against the Company where such consent or resolution modifies or varies the terms and conditions governing the Secured NCDs , if such modification, variation or abrogation are not acceptable to the Company. Secured NCDs subject to the Summary Term Sheet and Debenture Trust Deed Over and above the aforesaid terms and conditions mentioned in this Information Memorandum, the Secured NCDs issued, shall be subject to the Terms and Conditions incorporated in the Summary Term Sheet and relevant Debenture Trust Deed. In the event of a contradiction between the Summary Term Sheet and this SDD, the Summary Term Sheet will prevail. In the event of there being any inconsistency or repugnancy between the provisions contained in the Debenture Trust Deed and any other Transaction Documents, then except to the extent expressly stated otherwise including in Supplemental Deed executed under Debenture Trust Deed, the provisions contained in the Debenture Trust Deed shall prevail in each case to the extent of such inconsistency or repugnancy. Addition/extension/consolidation of securities under existing ISIN: The company shall have the right to reissue or cancel or extension or addition of debt securities in future under the same ISIN from time to time in accordance with the provisions of the Companies Act 2013 or any such applicable regulations permitting to do so. Upon such reissue or extension or addition of debt securities the person entitled to the Secured NCDs shall have and shall be deemed always to have had, the same rights and priorities as if the Secured NCDs had never been redeemed. Where the company has repurchased / redeemed any such NCD’s subject to the provisions of the Companies Act, 2013 and other applicable regulations, the company shall have and shall be deemed always to have the right to keep such ISINs alive for the purpose of reissue or addition of debt securities and in exercising such right, the company shall have and shall be deemed always to have had the power to consolidate/regrouped such NCDs either by reissuing or extending or adding of debt securities under the same ISIN or by issuing other Secured NCDs in their place in either case, at such price and on such terms and conditions (including any variations, dropping of or additions to any terms and conditions originally stipulated) as the company deem fit within the applicable regulations.

Disclosure Clause In the event of default in the repayment of the principal and/or interest thereon on the due dates, the investors and/or the Reserve Bank of India/SEBI will have an unqualified right to disclose or publish the name of the borrower and its directors as defaulter in such manner and through such medium as the Investors and/or the Reserve Bank of India in their absolute discretion may think fit.

Succession

108 of 249 Where NCDs are held in joint names and one of the joint NCD Holder dies, the survivor(s) will be recognized as the NCD Holder(s). It will be sufficient for the Company to delete the name of the deceased NCD Holder after obtaining satisfactory evidence of his death. Provided, a third person may call on the Company to register his name as successor of the deceased NCD Holder after obtaining evidence such as probate of a will for the purpose of proving his title to the NCDs. In the event of demise of the sole or first holder of the NCDs, the Company will recognise the executors or administrator of the deceased NCD Holders, or the holder of the succession certificate or other legal representative as having title to the NCDs only if such executor or administrator obtains and produces probate or letter of administration or is the holder of the succession certificate or other legal representation, as the case may be, from an appropriate court in India. The Directors, the Board, any committee of the Board or any other person authorised by the Board in their absolute discretion may, in any case, dispense with production of probate or letter of administration or succession certificate or other legal representation. In case of death of NCD Holders who are holding NCDs in dematerialised form, third person is not required to approach the Company to register his name as successor of the deceased NCD holder. He shall approach the respective Depository Participant of the NCD Holder for this purpose and submit necessary documents as required by the Depository Participant.

Nomination facility to Debenture Holders In accordance with section 72 of the Companies Act, 2013, the sole Debenture Holder or first Debenture Holder, along with other joint Debenture Holders (being individual(s)) may nominate any one person (being an individual) who, in the event of death of the sole holder or all the joint-holders, as the case may be, shall become entitled to the Secured NCDs. A person, being a nominee, becoming entitled to the Secured NCDs by reason of the death of the Debenture Holder(s), shall be entitled to the same rights to which he would be entitled if he were the registered holder of the Debenture. Debenture Holders who are holding Secured NCDs in dematerialised form need not make a separate nomination with our Company. Nominations registered with the respective Depository Participant of the Debenture Holder will prevail. If the Debenture Holders require to changing their nominations, they are requested to inform their respective Depository Participant. Sharing of information Company may, at its option, use on its own, as well as exchange, share or part with any financial or other information about the Debenture Holders available with it, with its subsidiaries, if any and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Company or its affiliates nor their agents shall be liable for use of the aforesaid information. Loan against Secured NCDs As per the RBI circular dated June 27, 2013, the Company is not permitted to extend loans against

109 of 249 the security of its Secured NCDs issued by way of private placement or public issues. However, if the RBI subsequently permits the extension of loans by NBFCs against the security of its Secured NCDs issued by way of private placement or public issues, the Company may consider granting loans against the security of such Secured NCDs, subject to terms and conditions as may be decided by the Company at the relevant time, in compliance with applicable law. Lien As per the RBI circular dated June 27, 2013, the Company is not permitted to extend loans against the security of its Secured NCDs issued by way of private placement or public issues. The Company shall have the right of set-off and lien, present as well as future on the moneys due and payable to the Debenture holders or deposits held in the account of the Debenture holders, whether in single name or joint name, to the extent of all outstanding dues by the Debenture holders to the Company, subject to applicable law. Lien on pledge of Secured NCDs The Company may, at its discretion note a lien on pledge of Secured NCDs if such pledge of Secured NCDs is accepted by any thirty party bank/institution or any other person for any loan provided to the Debenture holder against pledge of such Secured NCDs as part of the funding, subject to applicable law. Transaction Documents The Issuer has executed/shall execute the documents including but not limited to the following in connection with the Issue: 1. Debenture Trustee Agreement; 2. Debenture Trust Deed; 4. Rating letter from CRISIL Ltd ; 5. Consent letter of Link Intime India Private Limited to act as Registrar & Transfer Agent for the proposed issue; 6. Tripartite agreement(s) between the Company, NSDL and the Registrar and Transfer Agent; 7. Tripartite agreement(s) between the Company, CDSL and the Registrar and Transfer Agent; 8. Listing Agreement with BSE Limited 9. Letter Appointing Arrangers to an Issue , if any. Material contract/agreements The following contracts (not being contracts entered into in the ordinary course of business carried on by our Company) or documents pertaining to the Issue which are or may be deemed

110 of 249 material have been entered or to be entered into by our Company. These contracts or documents which are or may be deemed material are available for inspection at the registered office of our Company until the date of closure of the respective Tranche of the Issue. 1. Memorandum and Articles of Association of the Company. 2. Audited Annual Reports of the Company for the last three years. 3. Certificate of Incorporation of the Company dated March 14, 1997, issued by Registrar of Companies, Kerala and Lakshadweep. 4. Fresh certificate of incorporation dated December 02, 2008 issued by the Registrar of Companies, Kerala and Lakshadweep pursuant to conversion into a Public Limited Company 5. The certificate of registration No. N.16.00167 dated December 12, 2008 issued by Reserve Bank of India u/s 45 IA of the Reserve Bank of India, 1934 6. General Meeting Resolution dtd September 30 ,2020 passed under section 180(1)(c) of the Companies Act, 2013 approving the overall borrowing limit of Company 7. Resolution passed by the Board Of Directors at its meeting held on February 19 ,2021 to approve the private placement of Redeemable Non-Convertible NCDs aggregating upto Rs. 6,000 Crores in one or more tranches. 8. Rating letters from CRISIL Ltd dated February 15 ,2021 for Rs.2000 Crores and dated February 24 ,2021 for Rs.1000crs 10. Consent letter March 01 ,2021 of Link Intime India Private Limited to act as Registrar to the Issue. 11. Agreement with IDBI Trusteeship Services Limited dated March 01 ,2021 appointing them as debenture trustee. 12. Consent letter dated March 01 ,2021 of IDBI Trusteeship Services Limited to act as Trustee to the Issue. 13. Draft form of Debenture Trust Deed to be executed with IDBI Trusteeship Services Limited. 14. Tripartite agreement(s) between the Company, NSDL and the Registrar and Transfer Agent; 15. Tripartite agreement(s) between the Company, CDSL and the Registrar and Transfer Agent; Notices i) Any notice required to be served on the Company may be duly served by sending through post in a prepaid letter at its Registered Office. ii) Any notice may be served by the Company or the Debenture Trustee upon any Debenture Holder issued under these presents by sending the same through post in a prepaid letter

111 of 249 addressed to such Debenture Holder at his registered address and any notice so sent by post, shall be deemed to have been duly served on the third day following the day on which it is posted and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and posted. iii) Where a document is sent by post, service thereof shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the documents, provided that when intimation has been given in advance by a Debenture Holder that the documents should be sent under a certificate of posting or by registered post with or without acknowledgement due and a sum sufficient to defray the expenses has been deposited, service of the document shall not be deemed to be effected unless it is sent in the manner so intimated by the Debenture Holder. iv) Any notice or communication given under or in connection with these presents must be in English. Governing Law and Jurisdiction The Secured NCDs are governed by and will be construed in accordance with the Indian Laws, as applicable in the State of Maharashtra. The Issuer irrevocably agrees for the exclusive benefit of each Debenture Holder that the competent courts and tribunals at Mumbai are to have jurisdiction to settle any disputes which may arise out of or in connection with the Secured NCDs and that accordingly any suit, action or proceeding (referred to as Proceedings) arising out of or in connection with the Secured NCDs may be brought in such courts. The Issuer agrees that the process in connection with Proceedings in the competent courts and tribunals at Mumbai will be validly served on it if served upon it at its Registered Office

112 of 249 Annexure - 14

Application Process

Eligible Categories of Investors

The following categories of investors may apply for the Secured NCDs, subject to fulfilling their respective investment norms/ rules by submitting all the relevant documents along with the application form.

1. Scheduled Commercial Banks;

2. Financial Institutions;

3. Insurance Companies;

4. Primary/ State/ District/ Central Co-operative Banks (subject to permission from RBI);

5. Regional Rural Banks;

6. Mutual Funds;

7. Companies, Bodies Corporate authorized to invest in Debentures;

8. Provident Funds, Gratuity, Superannuation & Pension Funds, subject to their Investment guidelines.

9. Trusts

10. Individuals

11. Foreign Institutional Investors

12. Or any other investor category eligible to invest subject to current applicable rules, act, laws etc.

Although above investors are eligible to apply however only those investors, who are individually addressed through direct communication by the Company or Arranger/s, are eligible to apply for the Secured NCDs. Number of investors in the issue will be as per guidelines issued by Reserve Bank Of India and applicable provisions of the Companies Act, 2013 and Rules framed thereunder. No person who has not received a direct communication from the Company may apply in this issue. For issuances which are required to be routed through Stock Exchange Bond-EBP platform , bids shall be invited from eligible participants inaccordance with the operating guidelines issued by the Stock Exchange. Hosting of Disclosure Document on the website of the Stock Exchange should not be construed as an offer to issue and the same has been hosted only as it is stipulated by SEBI regulations. Investors should check about their eligibility before making any investment. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in the issue of debentures.

SEBI vide its circular CIR/IMD/FIIC/18/2010 dated November 26, 2010 and RBI vide its circular No. RBI/201112/423A.P. (DIR Series) Circular No 89 dated March 1, 2012 had decided that a SEBI registered FIIs/sub-accounts of FIIs can now invest in primary issues of non-convertible Debentures (NCDs)/ bonds only if listing of such NCDs/bonds is committed to be done within 15 days of such issue. In case the NCDs/bonds issued to the SEBI registered FIIs/sub-accounts of FIIs are not listed within 15 days of such issue to the SEBI registered FIIs/subaccounts of FIIs, for any reason, then the

113 of 249 FII/sub-account of FII shall immediately dispose off these NCDs/bonds either by way of sale to a third party or to the Issuer.

The Issuer hereby undertakes that in case the Secured NCDs are not listed within 15 days of issuance (the “Listing Period”) to the SEBI registered FIIs / sub-accounts of FIIs, for any reason, the Issuer shall on the next Business Day on expiry of the Listing Period redeem / buyback the Secured NCDs from the FIIs/sub-accounts of FIIs.

Procedure for Applications

All applications for the Debenture(s) must be in the prescribed Application Form attached hereto and be completed in block letters in English. It is presumed that the application is signed and made by persons duly empowered and authorized by the entity on whose behalf the application is made. Applications for the Debentures must be made in the prescribed Debenture Application Form using EBP in line with SEBI circular no SEBI/HO/DDHS/CIR/P/2018/05 dated January 05, 2018 regarding Mechanism for issuance of debt securities on private placement basis through an Electronic Book Mechanism (“EBM”).

The participants should do the funds pay-in to the Indian Clearing Corporation Ltd’s (ICCL) designated Bank account up to 10:30 am on T+1 day (Pay-in date).

The participants must ensure to do the funds pay-in from their same bank account which is updated by them in the BSE BOND (EBP) platform while placing the bids.

The Designated Bank Accounts of ICCL are as under:

1. Bank Name : ICICI BANK Beneficiary Name : INDIAN CLEARING CORPORATION LTD Account Number : ICCLEB IFSC Code : ICIC0000106 Mode : NEFT/RTGS

2. Bank Name : HDFC BANK Beneficiary Name : INDIAN CLEARING CORPORATION LTD Account Number : ICCLEB IFSC Code : HDFC0000060 Mode : NEFT/RTGS

3. Bank Name : YES BANK Beneficiary Name : INDIAN CLEARING CORPORATION LTD Account Number : ICCLEB IFSC Code : YESB0CMSNOC Mode : NEFT/RTGS

It may be noted that a separate application can be made in respect of each scheme of an Indian Mutual Fund/ Asset Management Companies registered with SEBI and such applications would not be treated as multiple applications.

114 of 249 The application form will be made available along with the Summary Term Sheet at the time of offer. The applicant should mention their PAN at the appropriate place in the application form. The applicants should submit the required KYC documents as prescribed by RBI along with the application forms. The applications must be accompanied by necessary forms for claiming exemption from deduction of tax at source on the interest on application money, wherever applicable. Signatures should be made in English or in any of the Indian Languages. Thumb impressions must be attested by an authorized official of a Bank or by a Magistrate/Notary Public under his/her official seal.

Submission of Completed Application Form

All applications duly completed , unless stated otherwise in the Summary Term Sheet, should be submitted at the Registered Office of the Company.

Applications to be accompanied by bank account details

Every application must be accompanied by the bank account details of the applicant and the MICR code of the bank for the purpose of availing direct credit and all other amounts payable to the debenture holder through ECS, RTGS or NEFT.

Documents to be provided by along with application

The following is the indicative list of documents to accompany an application:

1. Applications by Body Corporate / Companies / Financial Institutions / NBFCs / Statutory Corporations The applications must be accompanied by certified true copies of (i) Memorandum and Articles of Association / constitutional documents / bye-laws; (ii) resolution authorizing investment and containing operating instructions; (iii) specimen signatures of authorized signatories; (iv) PAN Cards

2. Application by Scheduled Commercial Banks The application must be accompanied by certified true copies of (i) Board Resolution authorising investments or letter of authorization or Power of Attorney and (ii) specimen signatures of authorized signatories.

3. Application by Co-operative Banks The application must be accompanied by certified true copies of (i) Board Resolution authorising investment along with operating instructions/power of attorney; and (ii) specimen signatures of authorised signatories.

4. Application by Regional Rural Banks The applications must be accompanied by certified true copies of (i) Government notification / Certificate of Incorporation / Memorandum and Articles of Association / other documents governing the constitution; (ii) resolution authorizing investment and containing operating instructions; (iii) specimen signature of authorized signatories.

5. Applications by Provident Funds, Superannuation Funds and Gratuity Funds The application must be accompanied by certified true copies of (i) trust deed / bye-laws / regulations; (ii) resolution authorising investment; and (iii) specimen signatures of authorised signatories.

115 of 249 6. Application by Registered Societies The application should be accompanied by certified true copies of (i) Memorandum of Association / deed/any other instrument regulating or governing the constitution of the society, and rules and regulations / bye-laws of the Society; (ii) resolution authorising investment along with operating instructions/power of attorney; (iii) proof of registration with relevant statutory authority; and (iv) specimen signatures of authorised signatories.

7. Application by Partnership Firm The applications must be accompanied by certified true copies of (i) the PAN Card of the partnership firm; (ii) copy of the partnership deed; and (iii) the photo identity proof like Passport / PAN Card / Driving License, etc. of the partner(s) signing the Application Form and specimen signatures of authorised signatories and (iv) an authority letter from all partners authorising such investment.

8. Application by HUF The applications must be accompanied by certified true copies of the PAN Card of the HUF, the photo identity proof like Passport / PAN Card / Driving License, etc. of the Karta of the HUF, telephone bill/electricity bill/bank account statement, etc. and declaration from the Karta and co-parcenors authorizing such investment also need to be provided to the Company.

9. Application by Individuals The applications must be accompanied by certified true copies of photo identity proof like Passport / PAN Card / Driving License, etc.

10. Application by Insurance Companies The applications must be accompanied by certified true copies of (i) Memorandum and Articles of Association (ii) power of attorney; (iii) resolution authorising investment and containing operating instructions; (iv) specimen signatures of authorised signatories; and (v) copy of PAN.

11. Application by Mutual Funds A separate application can be made in respect of each scheme of an Indian mutual fund registered with the SEBI and such applications shall not be treated as multiple applications. The applications made by the AMCs or custodians of a Mutual Fund shall clearly indicate the name of the concerned scheme for which application is being made. The applications must be accompanied by certified true copies of (i) SEBI Registration Certificate and trust deed; (ii) resolution authorizing investment and containing operating instructions; and (iii) specimen signatures of authorized signatories.

12. Application by a Portfolio Manager registered with SEBI The application should be accompanied by certified true copy of (i) resolution of the Board of Director, authorizing, and with all particulars relating to the investment in these Secured NCDs, and the acceptance of the terms of these Secured NCDs along with authorized signatory list; and (ii) certified copy of registration certificate issued by the SEBI to undertake Portfolio Management activities.

116 of 249 14. Application by SEBI registered FIIs The applications must be accompanied by certified true copies of (i) PAN Card of the FII; (ii) constitutional documents; (iii) resolution authorizing investment and containing operating instructions; and (iv) tax residency certificate.

Application under Power of Authority / Relevant Authority

In case of an application made under a Power of Attorney or resolution or authority or mandate a certified true copy thereof along with Memorandum and Articles of Association and / or bye laws must be attached to the application at the time of making the application, failing which the Company reserves the full, unqualified and absolute rights to accept or reject any application in whole or in part and in either case without assigning any reasons thereto. Names and specimen signatures of all the authorized signatories must also be lodged along with the completed application forms. Further modifications / additions in the Power of Authority / Relevant Authority should be delivered to the Issuer at the Registered Office of the Company.

Impersonation

Any person who: (a) makes or abets making of an application in a fictitious name to a Company for acquiring, or subscribing for, its securities; or (b) makes or abets making of multiple applications to a Company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be punishable under the extant laws.

Right to Accept or Reject Applications

The Company reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The applicants will be intimated about such rejection along with the refund warrant, together with interest on application money, if applicable, from the date of realization of the cheque(s)/ demand drafts(s) till one day prior to the date of refund. The application forms that are not complete in all respects are liable to be rejected and such applicant would not be paid any interest on the application money. Application would be liable to be rejected on one or more technical grounds, including but not restricted to:

1. Number of Secured NCDs applied for is less than the minimum application size; 2. Applications exceeding the issue size; 3. Bank account details not given; 4. Details for issue of Secured NCDs in electronic/ dematerialized form not given; PAN not mentioned in appropriate place. 5. In case of applications under Power of Attorney by limited companies, corporate bodies, trusts, etc. relevant documents not submitted; In the event, if any Debenture(s) applied for is/ are not allotted in full, the excess application money of such Secured NCDs will be refunded, as may be permitted.

Basis of Allotment

The issuer has sole and absolute right to allot the Secured NCDs to any applicant subject to regulatory guidelines , if any.

117 of 249 Issue Schedule

The Issuer reserves the right to close the issue earlier from the scheduled date as per SDD or change the issue time table including the Date Of Allotment at its sole discretion , without giving any reasons or prior notice. Each issue will open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in the respective term sheets pertaining to such issue.

Allotment Intimation

Investors should mention their NSDL / CDSL Depository Participant’s name (DP), DP-ID and Beneficiary Account Number (Client Id) at the appropriate place in the Application Form. The Company shall take reasonable steps to credit the Beneficiary Account of the Allotee(s), with the NSDL / CDSL Depository Participant as mentioned in the Application Form, with the number of Secured NCDs allotted. The applicant is responsible for the correctness of its details given in the Application Form vis-à-vis those with its DP. In case the information is incorrect or insufficient, the Company would not be liable for losses, if any.

On Allotment , an Allotment Intimation will be sent to the Allottee(s). This Allotment Intimation should neither be construed as a Letter(s) of Allotment nor as a credit advice; and hence it is non- transferable/non-transmittable and not tradable.

The Company shall credit the Letter(s) of Allotment in Electronic Form to the dematerialized account of the Investors as per the details furnished in the Application Form. This credit will be akin to the Letter Of Allotment. As per the procedure set out through SEBI Circular SEBI/HO/DDHS/CIR/P/2020/198 dated October 05, 2020, ISINs in respect of NCDs allotted under the private placement will be activated by Depositories only after the Stock Exchange(s) have accorded approval for the listing of such securities.

Further, in case of re-issuances of new debt securities in an existing ISIN, Depositories will allot such new debt securities under a new temporary ISIN which will be kept frozen. Upon receipt of listing approval from Stock Exchange(s) for such new debt securities, the debt securities credited in the new temporary ISIN will be debited and the same will be credited in the pre-existing ISIN of the existing debt securities, before they become available for trading.

As per Section 42 of Companies Act , 2013 , the issuer shall allot the debentures within 60 days from the date of receipt of the application money and if not , it shall repay the application money to the subscribers within 15 days from the date of completion of 60 days and if the issuer fails to repay the application money within the aforesaid period , it shall be liable to repay the money with interest at the rate of 12% p.a. from the expiry of 60days. The money received on application shall be kept in separate bank account in a scheduled bank and shall not be be utilized for any purpose other than for allotment of securities or repayment of monies in case of failure to allot debentures.

Further , pursuant to SEBI circular no. SEBI/HO/DDHS/CIR/P/2020/198 dated October 05, 2020 , Issuer intends to list the Secured NCDs as per the following timelines:

Serial Details of Activities Due date number 1. Closure of issue T day 2. Receipt of funds To be completed by

118 of 249 3. Allotment of securities T+1 trading day 4. Issuer to make listing application to Stock Exchange(s) To be completed by 5. Listing permission from Stock T+4 trading day Exchange(s)

Consent of the Investor/Debenture Holder

The Company reserves the right/is entitled to add additional securities , for such additional amounts as may be issued by the Company from time to time, to the existing ISINs issued from time to time , with terms and conditions, which may/may not be different from the existing securities under the respective issues under the same ISIN , so long as the terms and conditions of the existing securities (under the respective issues) in the ISIN are not revised (i) otherwise than as may be required/permitted by regulations or (ii) which results in breach of or violation of the regulations from time to time. Such additional securities and their terms may be such as are permitted by regulations or not specifically precluded by regulations from time to time.

119 of 249 Annexure- 15

SUMMARY TERM SHEET

Security Name As per relevant Tranche Disclosure Document (TDD) Series As per relevant Tranche Disclosure Document (TDD) Issuer Muthoot Finance Limited Type & Nature of Secured Redeemable Non Convertible Debentures (Secured NCDs) Instrument Nature of Secured Instrument Seniority Senior Mode of Issue Private Placement Eligible Investors The following categories of investors may apply for the Debentures: 1. Scheduled Commercial Banks 2. Financial Institutions 3. Insurance Companies 4. Primary/ State/ District/ Central Co-operative Banks (subject to permission from RBI) 5. Regional Rural Banks 6. Mutual Funds 7. Companies, Bodies Corporate authorized to invest in Debentures 8. Provident Funds, Gratuity, Superannuation & Pension Funds, subject to their Investment guidelines 9. Trusts 10. Individuals 11. Foreign Institutional Investors 12. Or any other investor category eligible to invest subject to current applicable rules, act, laws etc.

Although above investors are eligible to apply , only those investors, who are individually addressed through direct communication by the Company / Sole Arranger, are eligible to apply for the Debentures. Number of investors in the issue will be as per guidelines issued by Reserve Bank Of India and applicable provisions of the Companies Act, 2013 and Rules framed thereunder. No person who has not received a direct communication from the Company may apply in this issue. For issuances which are required to be routed through Stock Exchange Bond-EBP platform , bids shall be invited from eligible participants in accordance with the operating guidelines issued by the Stock Exchange. Filing of Disclosure Document on the website of the Stock Exchange should not be construed as an offer to issue and the same may be hosted to comply with regulatory requirements.

Investors should check about their eligibility before making any

120 of 249 investment. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in the issue of debentures. Arranger As per relevant Tranche Disclosure Document (TDD) Listing & Timeline The Company shall get the Secured NCDs listed on the Wholesale for listing Debt Market(WDM) segment of BSE Limited. The Issuer shall be responsible for the costs of such listing of the Secured NCDs. Issuer intends to list the Secured NCDs as per the following timelines: Serial Details of Activities Due date number 1. Closure of issue T day 2. Receipt of funds To be completed by 3. Allotment of securities T+1 trading day 4. Issuer to make listing application to Stock Exchange(s) To be completed by 5. Listing permission from Stock T+4 trading day Exchange(s)

In case of delay in listing of Secured NCDs beyond the timelines specified as above, the issuer shall pay penal interest of 1% p.a. over the coupon rate for the period of delay to the investor (i.e. from date of allotment to the date of listing) Credit Rating of the Any one or more rating as per relevant Tranche Disclosure instrument Document (TDD) Security The Secured NCDs shall be secured by a first pari passu floating charge on current assets, book debts, loans, advances and receivables including gold loan receivables both present and future of the Issuer (Hypothecated Assets). The Secured NCDs shall rank pari-passu inter se present and future and will be subject to any obligation under applicable statutory and/or regulatory requirements. The issuer shall create and maintain security for the Secured NCDs in favour of the Debenture Trustee for the Secured NCD Holders on the book value of the Hypothecated Assets as appearing in the Balance Sheet from time to time to the extent of 100.00% of the amount outstanding in respect of Secured NCDs at any time(Security Cover). Accordingly , Issuer will execute an Umbrella Debenture Trust Deed within the timeline as per permitted under regulations.

The Company is required to obtain permissions / consents from the earlier creditors having corresponding assets as security, in favour of the debenture trustee for creation of such pari passu charge. The Company hereby confirms that such permissions / consents has

121 of 249 been obtained from such earlier creditors.

At the request of the Company, the Debenture Trustee may release/ exclude a part of the Hypothecated Assets from the security created/ to be created for the Secured NCDs, subject to the Company maintaining the Security Cover as mentioned above and subject to such other terms and conditions as may be stipulated by the Debenture Trustee.

The Company shall carry out subsequent valuation of the security , at the request of the Debenture Trustee, at the Company’s cost.

While the Secured NCDs are secured to the tune of 100% of the principal and interest amount as per the terms of this offer document/ information Memorandum , in favour of Debenture Trustee, it is the duty of the Debenture Trustee to monitor that the security is maintained, however, the recovery of 100% of the amount shall depend on the market scenario prevalent at the time of enforcement of the security.

Objects Of Issue The main objects clause of the Memorandum of Association of the Company permits Company to undertake its existing activities as well as the activities for which the funds are being raised through this Issue.This issue is being made to augment funding resources of the Company.

Details of the The funds raised through this Issue will be utilised for our various utilization of financing activities including lending and investments, to repay our proceeeds existing liabilities or loans and towards our business operations including for our capital expenditure and working capital requirements or capital market activities or acquisition of equity shares and general corporate purposes, after meeting the expenditures of and related to the Issue and subject to applicable statutory/regulatory requirements. Pending utilisation of the proceeds out of the Issue for the purposes described above, the Company intends to temporarily invest funds in high quality interest bearing liquid instruments including money market mutual funds, deposits with banks or temporarily deploy the funds in investment grade interest bearing securities as may be approved by the Board / Committee of Directors of the Company, as the case may be. Such investment would be in accordance with the investment policy of our Company approved by the Board or any committee thereof from time to time. Debenture Trustee IDBI Trusteeship Services Limited Issue Shelf Disclosure Document (“SDD”) for issue of 17,070 Secured, Redeemable, Non-convertible Debentures - listed (“Secured NCDs”/ “Debentures”), of face value of Rs. 10,00,000/- each for cash aggregating to Rs. 17,070 million (“Shelf Limit”) on a private

122 of 249 placement basis (“Issue”). The Secured NCDs will be issued in one or more tranches (each a “ tranche issue”) on terms and conditions as set out in the relevant Tranche Disclosure Document (“TDD”) for any tranche issue

Tranche Base Issue As per relevant Tranche Disclosure Document Option to Retain As per relevant Tranche Disclosure Document Oversubscription(A mount) Tenor As per relevant Tranche Disclosure Document Face Value Rs.1 million per Secured NCD Total Number of As per relevant Tranche Disclosure Document Secured NCD’s Market Lot 1 (One) Secured NCD Minimum The minimum subscription of Secured NCD’s is 10 (Ten) Debenture Subscription and in multiples of 1(One) thereafter Issue Price As per relevant Tranche Disclosure Document Redemption As per relevant Tranche Disclosure Document Redemption As per relevant Tranche Disclosure Document Date/Schedule Redemption As per relevant Tranche Disclosure Document Amount per Secured NCD Redemption As per relevant Tranche Disclosure Document Premium/Discount Coupon Rate As per relevant Tranche Disclosure Document Step Up/Step Down As per relevant Tranche Disclosure Document Coupon Rate Day Count Basis Actual/Actual Coupon Payment As per relevant Tranche Disclosure Document Frequency Coupon Payment As per relevant Tranche Disclosure Document Dates Coupon Type As per relevant Tranche Disclosure Document Coupon Reset As per relevant Tranche Disclosure Document Process Discount at which As per relevant Tranche Disclosure Document security is issued and the effective yield as a result of such discount Put Option Date As per relevant Tranche Disclosure Document Put Option Price As per relevant Tranche Disclosure Document

123 of 249 Call Option Date As per relevant Tranche Disclosure Document Call Option Price As per relevant Tranche Disclosure Document Put Notification As per relevant Tranche Disclosure Document Time Call Notification As per relevant Tranche Disclosure Document Time Interest On As per relevant Tranche Disclosure Document Application Money Tranche Issue As per relevant Tranche Disclosure Document opening date Tranche Issue As per relevant Tranche Disclosure Document closing date Tranche Pay-in date As per relevant Tranche Disclosure Document Tranche Deemed As per relevant Tranche Disclosure Document Date of Allotment Manner Of Bidding As per relevant Tranche Disclosure Document Mode Of Allotment As per relevant Tranche Disclosure Document on Bidding Clearing / National Securities Depository Limited / Central Depository Services Depository (India) Limited Issuance mode of Demat only the Instrument Trading mode of the Demat only Instrument Settlement mode of RTGS/NEFT/Fund Transfer the Instrument Working Days All days excluding the second and the fourth Saturday of every convention/Day month, Sundays and a public holiday in Kochi or Mumbai or at any count convention / other payment centre notified in terms of the Negotiable Effect of holidays on Instruments Act, 1881. payment Interest shall be computed on a 365 days-a-year basis on the principal outstanding on the Secured NCDs. However, if period from the Deemed Date Of Allotment / anniversary date of Allotment till one day prior to the next anniversary / redemption date includes February 29, interest shall be computed on 366 days a-year basis, on the principal outstanding on the Secured NCDs.

If the date of payment of interest or any date specified does not fall on a Working Day, then the succeeding Working Day will be considered as the effective date for such payment of interest, as the case may be (the “Effective Date”). Interest or other amounts, if any, will be paid on the Effective Date. For avoidance of doubt, in case of interest payment on Effective Date, interest for period between actual interest payment date and the Effective Date will

124 of 249 be paid in normal course in next interest payment date cycle. Payment of interest will be subject to the deduction of tax as per Income Tax Act, 1961 or any statutory modification or re- enactment thereof for the time being in force. In case the Maturity Date falls on a holiday, redemption and accrued interest until but excluding the date of payment are payable on the immediately previous Working Day. Record Date The Record Date for payment of interest in connection with the Secured NCDs or repayment of principal in connection therewith shall be 15 days prior to the date on which interest is due and payable, and/or the date of redemption. Provided that trading in the Secured NCDs shall remain suspended between the aforementioned Record Date in connection with redemption of Secured NCDs and the date of redemption or as prescribed by the Stock Exchange, as the case may be. In case Record Date falls on a day when Stock Exchange is having a trading holiday, the immediate subsequent trading day or a date notified by the Company to the Stock Exchanges, will be deemed as the Record Date. All covenants of the The applicable covenants to the Issue shall be based on the SDD, issue (including side TDD and Debenture Trust Deed and have been indicated below: letters, accelerated payment clause, The Company shall: etc.) 1. pay the principal and interest on the Secured NCDs; 2. create additional security, if the Debenture Trustee is of the opinion that during the subsistence of these presents, the Security for the Secured NCDs has become inadequate on account of the Security Cover requirements, as provided in the Security section herein; 3. execute all documents and do all acts as the Debenture Trustee may require for exercising its rights and powers, including for creation or enforcement of Security; 4. conduct its business with due efficiency and applicable technical, managerial and financial standards; 5. submit a half yearly report regarding the use of the proceeds of the issue, accurate payment of the interest, as certified by the statutory auditors to the Debenture Trustee; 6. submit a valuation report, if required with respect to the security , or a revaluation report as applicable; 7. at the end of each Financial Year , after the date of issue of any Series Debentures , obtain an annual credit rating in respect of that Series Debentures and submit the same to the Debenture Trustee; 8. keep proper books of account and make true entries of all dealings and transactions, in relation to the security and the business of the Company and shall keep such books of

125 of 249 account at its registered office or, where permitted by Applicable Law, at other place or places where the books of account and documents of a similar nature may be kept; 9. provide to the Debenture Trustee such information relating to the business, property and affairs of the Company and the Debenture Trustee shall be entitled to nominate a firm of Chartered Accountant to examine the books of account, documents and property of the Company and to investigate the affairs of the Company 10. permit the Debenture Trustee to enter into or upon and to view the state and condition of all the security and all expenses for the purpose of such inspection shall be covered by the Company; 11. forthwith give, notice in writing to the Debenture Trustee of all orders, directions, notice or commencement of any proceedings of any court/tribunal affecting or likely to affect the Hypothecated Assets ; 12. to register the provisions relating to the security in compliance with the Companies Act; 13. maintain its corporate existence and shall maintain and comply with all now held or any other rights, licences, privileges or concessions acquired in the conduct of its business; 14. pay all stamp duty, taxes, charges and penalties as required; 15. comply with all Applicable Laws and shall also comply with all terms and conditions of the Supplemental Deed and Issue Document in respect of any Series Debentures; 16. reimburse all sums paid or expenses incurred by the Debenture Trustee or Receiver or other person appointed by the Debenture Trustee; 17. inform the Debenture Trustee if the Company has notice of any application for winding up having been made or any statutory notice of winding up is given to the Company under the Companies Act, the Insolvency and Bankruptcy Code, 2016 or other legal process intended to be filed or initiated against the Company that is affecting title of the Company with respect to its properties; 18. inform the Debenture Trustee of the happening of any labour strikes, lockouts, shut-downs, fires or any event likely to have a substantial effect on the Company's profits or business and the reasons therefor; 19. inform the Debenture Trustee of any loss or damage, which the Company may suffer due to force majeure circumstances or act of God against which the Company may not have insured its properties; 20. submit its duly audited annual accounts, within 6 months

126 of 249 from the close of its Financial Year and in case the statutory audit is not likely to be completed during this period, the Company shall get its accounts audited by an independent firm of chartered accountants and furnish the same to the Debenture Trustee; 21. furnish the following information to the Debenture Trustee: i. on a quarterly basis: (a) certificate from the director or managing director of the Company, certifying the amount of Security; and (b) certificate from an independent chartered accountant certifying the amount of Security; and ii. on a half yearly basis, certificate from the statutory auditor of the Company giving the value of Security including compliance with the covenants of the Offer Document/Information Memorandum in the manner as may be specified by SEBI from time to time; iii. inform the Debenture Trustee of any change in its name, any change in the composition of its Board of Directors or change in the nature and conduct of its business prior to such change being effected; iv. inform the Debenture Trustee prior to declaration or distribution of dividend by the Company; v. any additional documents and information as specified in Regulation 56 , Regulation 58 or such other Regulation of SEBI LODR Regulations, 2015, as amended from time to time. 22. maintain the security cover in respect of the outstanding Secured NCDs until all secured obligations in relation to the Secured NCDs are paid in full; 23. submit a quarterly report to the Debenture Trustee containing the following particulars: i. updated list of names and address of all NCD Holders; ii. details of interest due but unpaid and reasons for the same; iii. the number and nature of grievances received from the Secured NCD Holders including those resolved by the Company and unresolved by the Company and reasons for the same; and

127 of 249 iv. statement that the assets of the Company available as security are sufficient to discharge the claims of the NCD Holders as and when the same become due. 24. The Company hereby further agrees, declares and covenants with the Debenture Trustee that it will, within seven working days from the date of submission of financial results with stock exchanges, file with the stock exchange for dissemination, a certificate signed by Debenture Trustee that it has taken note of the contents submitted by the Company in accordance with Regulation 52 of the LODR Regulations in the half yearly / annual financial resultscontaining inter alia the following information:-

(a) credit rating (and any change thereto); (b) debt to equity ratio; (c) previous due date for the payment of interest/principal and whether the same has been paid or not; and (d) next due date for the payment of interest/principal; (e) net worth; (f) net profit after tax; and (g) earnings per share. 25. The Company shall ensure that the Security of the Company is always sufficient to discharge the secured obligations and that such assets are free from any other encumbrances except the permitted security interest . 26. The Company shall create and maintain a recovery expense fund as mandated by the SEBI from time to time, including by way of circular number SEBI/HO/MIRSD/CRADT/CIR/P/2020/207 dated October 22, 2020 27. The Company hereby covenant and undertake that it shall furnish the following documents/ information/ reports/ certification, as applicable, to Debenture Trustee to enable the Debenture Trustee to submit the same to Stock Exchange(s) within the timelines mentioned below:

128 of 249 Reports/Certificate Periodicity

Asset cover Certificate Quarterly basis within 60 days from end of A statement of value of pledged securities each quarter

A statement of value Debt Service Reserve Account or any form of security offered

Net worth Certificate of guarantor Half yearly basis (secured by way of personal guarantee) within 60 days from end of each financial year

Financials/value of guarantor prepared on Annual basis within 75 basis of audited financial statement etc. of days from end of each the guarantor/ (secured by way of financial year. corporate guarantee)

Valuation report and title report for the Annual basis within 75 immovable/movable assets as applicable days from end of each financial year.

28. Any other information required pursuant to circulars, notifications and regulations promulgated by SEBI, including submission of information under SEBI circular no.SEBI/HO/MIRSD/CRADT/CIR/P/2020/230 dated November 12, 2020, will be provided to the Debenture Trustee within the prescribed time limits.

Negative Covenants: The Company hereby covenants with the Debenture Trustee that during the continuance of this security, without the prior written approval of the Debenture Trustee, the Company shall not:

1. declare or pay any dividend to its shareholders during any financial year unless it has paid the instalment of principal amount and interest then due and payable on the Secured NCDs;

129 of 249 2. undertake any new project, diversification, modernisation or substantial expansion of any project unless it has paid the instalment of principal and interest then due and payable on the Secured NCDs; 3. create any subsidiary or permit any company to become its subsidiary unless it has paid the instalment of principal and interest then due and payable on the Secured NCDs; 4. undertake or permit any merger, consolidation, reorganisation, amalgamation, reconstruction, scheme of arrangement or compromise with its creditors or shareholders or effect any scheme of amalgamation or reconstruction; 5. voluntarily suffers any act, which has a substantial effect on its business profits, production or sales; 6. permit any act whereby the payment of any principal or interest on the Secured NCDs may be hindered or delayed; or 7. subordinate any rights under these Secured NCDs to any other series debentures or prefer any payments under series debentures other than in accordance with the provisions of this Summary Term Sheet.

Apart from the Transaction Documents, no other documents have been executed for the issue.

The Company shall not make material modification to the structure of the NCDs in terms of coupon, conversion, redemption, or otherwise without prior approvals and requirements as mentioned in Regulation 59 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

The Secured NCDs are not subject to any mandatory prepayment/ early redemption clause(s) except as a consequence of an event of default. Other Terms As per relevant Tranche Disclosure Document Default Interest 1)Delay in Security Creation- In case of delay in execution of Trust Rate Deed within 60 days from deemed date of allotment , the Company will pay interest of 2% p.a. over and above the coupon rate till the execution of Trust Deed .

2)Delay in Listing- In case of delay in listing of Secured NCDs beyond the timelines specified in this term sheet, the issuer shall pay penal interest of 1% p.a. over the coupon rate for the period of delay to the investor (i.e. from date of allotment to the date of listing)

130 of 249 3)Default in payment- In case of default in payment of Interest and/or principal redemption on the due dates, additional interest of 1% p.a. over the coupon rate will be payable by the Company for the period of duration of such default .

The interest rates mentioned in above three cases are independent of each other. Transaction A. Material Contracts Documents The Issuer has executed/shall execute the contracts including but not limited to the following in connection with the issue: 1) Debenture Trustee Agreement 2) Debenture Trust Deed 3) Tripartite Agreement between Issuer, Registrar and NSDL 4) Tripartite Agreement between Issuer, Registrar and CDSL 5) MOU between Issuer and Registrar 6) Application made to BSE seeking its in-principle approval for listing debentures 7) Shelf Disclosure Document , Tranche Disclosure Document & PAS-4

B. Material Documents 1) Credit Rating letter from CRISIL Ltd 2) Consent Letter from Debenture Trustee 3) In-principle approval from BSE for listing of debentures 4) Resolution passed by the shareholders of the Company at the Annual General Meeting approving the overall borrowing limit of Company 5) Resolution passed by the Board of the Company approving the Private Placement of debentures Conditions As per relevant Tranche Disclosure Document precedent to disbursement Conditions As per relevant Tranche Disclosure Document subsequent to disbursement Mandatory 1) Company reserves right to make multiple issuances under Compliance Clause the same ISIN at terms and conditions it deems fit in line with SEBI Circular CIR/IMD/DF-1/67/2017 dtd June 30 , 2017 2) Issue can be made either by way of creation of fresh ISIN or by way of issuance under the existing ISIN at premium/par/discount , as the case may be, at terms and conditions it deems fit in line with SEBI circular CIR/IMD/DF- 1/67/2017 dtd June 30 ,2017 Event of Default The occurrence of any one of the following events (unless cured (including manner within the applicable cure period of 30 (thirty) days from the receipt of voting / by the Company of a written notice from the Debenture Trustee

131 of 249 conditions of joining (acting on the instructions of the Majority NCD Holders of all NCD Inter Creditor Holders or Series Majority Holders of any Series Debentures, as the Agreement) case may be) or such cure period which has been specified for a specific Event of Default in the clause itself shall constitute an event of default by the Company (“Event of Default”):

(a) default is committed in payment of any interest or principal amount of the Secured NCDs on the due date(s);

(b) default is committed in the performance or observance of any term, covenant, condition or provision contained in the SDD or TDD or Summary Term Sheet or these presents and/or the Financial Covenants and Conditions and, except where the Debenture Trustee certifies that such default is in its opinion incapable of remedy (in which case no notice shall be required), such default continues for thirty days after written notice has been given thereof by the Debenture Trustee to the Company requiring the same to be remedied;

(c) any information given by the Company to the Secured NCD holders or the Debenture Trustee in the Transaction Documents and the warranties given or deemed to have been given by it to the Secured NCD holders or the Debenture Trustee is misleading or incorrect in any material respect , which is capable of being cured and is not cured within a period of 30 days from such occurrence;

(d) a petition for winding up of the Company have been admitted and an order of a court of competent jurisdiction is made for the winding up of the Company or an effective resolution is passed for the winding up of the Company by the members of the Company is made otherwise than in pursuance of a scheme of amalgamation or reconstruction previously approved in writing by the Debenture Trustee and duly carried out into effect or consents to the entry of an order for relief in an involuntary proceeding under any such law, or consents to the appointment or taking possession by a receiver, liquidator, assignee (or similar official) for any or a substantial part of its property or any action is taken towards its re-organisation, liquidation or dissolution;

(e) an application is filed by the Company, the financial creditor or the operational creditor (as defined under the Insolvency and Bankruptcy Code, 2016, as amended from time to time ) before a National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016, as amended from time to time and the same has been admitted by the

132 of 249 National Company Law Tribunal.

(g) if in the opinion of the Debenture Trustee further security should be created to secure the Secured NCDs and to maintain the security cover specified and on advising the Company , fails to create such security in favour of the Debenture Trustee to its reasonable satisfaction;

(h) if without the prior written approval of the Debenture Trustee, the Hypothecated Assets or any part thereof are sold, disposed off, charged, encumbered or alienated, pulled down or demolished, other that as provided in the Debenture Trust Deed;

(i) an encumbrancer, receiver or liquidator takes possession of the Hypothecated Assets or any part thereof, or has been appointed or allowed to be appointed of all or any part of the undertaking of the Company and such appointment is, in the opinion of the Debenture Trustee, prejudicial to the security hereby created;

(j) if an attachment has been levied on the Hyothecated Assets or any part thereof or certificate proceedings have been taken or commenced for recovery of any dues from the Company;

(k) the Company without the consent of Secured NCD Holders / Debenture Trustee cease to carry on its business or gives notice of its intention to do so;

(l) one or more events, conditions or circumstances whether related or not, (including any change in Applicable Law) has occurred or might occur which could collectively or otherwise be expected to affect the ability of the Company to discharge its obligations under this Issue;

(m) the Company enters into amalgamation, reorganisation or reconstruction without the prior consent of the Debenture Trustee in writing; and

(n) in the opinion of the Debenture Trustee, the Security created for the benefit of Secured NCD Holders is in jeopardy.

133 of 249 Any event of default with respect to all Secured NCDs shall be called by the Debenture Trustee, upon request in writing of or by way of resolution passed by holders of 75% (seventy five percent) of the outstanding nominal value of all Secured NCDs at any point of time (i.e. the Majority NCD Holders). Any event of default with respect to any Series Debentures shall be called by the Debenture Trustee, upon request in writing of or by way of resolution passed by holders of 75% (seventy five percent) of the outstanding nominal value of that Series Debentures at any point of time (i.e. the Series Majority Holders).It is clarified that an event of default under any Series Debentures shall not trigger an event of default in respect of the Secured NCDs issued under any other Series other than in accordance with the terms of the Debenture Trust Deed.

Subject to the approval of the debenture holders and the conditions as may be specified by the SEBI from time to time, the Debenture Trustee, on behalf of the debenture holders, may enter into inter- creditor agreements provided under the framework specified by the Reserve Bank of India.

Creation of recovery The Company undertakes to create a recovery expense fund in the expense fund manner as maybe specified by SEBI from time to time and inform the Debenture Trustee about the same.

The recovery expense fund may be utilised by Debenture Trustee , in the event of default by the Company, for taking appropriate legal action to enforce the security. Conditions for Upon occurrence of any default in the performance or observance of breach of covenants any term, covenant, condition or provision contained in the (as specified in Summary Term Sheet herein or any Issue Documents and, except Debenture Trust where the Debenture Trustee certifies that such default is in its Deed ) opinion incapable of remedy (in which case no notice shall be required), such default continues for thirty days after written notice has been given thereof by the Debenture Trustee to the Company requiring the same to be remedied, it shall constitute an event of default. The Debenture Trustee may, at any time, waive, on such terms and conditions as to it shall seem expedient, any breach by the Company of any of the covenants and provisions in these presents contained without prejudice to the rights of the Debenture Trustee in respect of any subsequent breach thereof. Cross Default As per relevant Tranche Disclosure Document Role and As per Debenture Trust Deed, Debenture Trustee Agreement, Shelf Responsibilities of Disclosure Document and Tranche Disclosure Document Debenture Trustee Risk factors Refer Section A(b)(vi) of SDD- Management’s perception of risk pertaining to the factors

134 of 249 issue Governing Law & Indian Law & Mumbai. Jurisdiction

135 of 249

Annexure – 15A

Illustration Of Cash Flows on Secured NCDs

As per relevant Tranche Disclosure Document

136 of 249 Annexure – 16

Audited Consolidated Balance Sheet

(Rs. In millions)

As at March 31, As at March 31, As at March 31, Particulars 2020 2019 2018

I ASSETS

1 Financial assets a) Cash and cash equivalents 58,347.65 20,056.62 6,412.06 b) Bank balance other than (a) above 2,958.88 1,978.22 1,058.15 c) Derivative financial instruments 3,448.94 - - d) Receivables

(I) Trade receivables 89.82 216.75 266.51

(II) Other receivables - - - e) Loans 4,70,677.41 3,87,263.27 322,522.95 f) Investments 6,302.16 2,111.26 1,772.58 g) Other financial assets 2,448.75 1,757.85 1,313.13

2 Non-financial Assets a) Current tax assets (Net) 94.25 20.29 - b) Deferred tax assets (net) 171.04 369.40 191.54 c) Investment Property 156.48 156.97 148.18 d) Property, Plant and Equipment 2,426.87 2,055.82 2,046.02 e) Right to use Assets 167.56 - - f) Capital work-in-progress 287.36 228.30 57.37 g) Goodwill 299.96 299.96 212.16 h) Other Intangible assets 85.37 79.85 108.00 i) Other non-financial assets 854.42 753.43 609.33 Total Assets 5,48,816.92 417,347.99 336,717.98

II LIABILITIES AND EQUITY

LIABILITIES

1 Financial Liabilities a) Payables

(I) Trade payables

(i) total outstanding dues of micro enterprises - - - and small enterprises (ii) total outstanding dues of creditors other 2,220.28 1,664.05 1,260.12 than micro enterprises and small enterprises (II) Other payables

(i) total outstanding dues of micro enterprises - - - and small enterprises (ii) total outstanding dues of creditors other - - - than micro enterprises and small enterprises b) Debt securities 1,02,826.55 82,149.41 53,977.50

137 of 249 c) Borrowings (other than debt securities) 3,00,115.44 211,314.21 170,703.98 d) Deposits 2,560.06 2,618.98 2,652.80 e) Subordinated liabilities 3,849.85 5,192.51 11,572.74 f) Lease Liabilities 167.72 - - g) Other financial liabilities 11,884.77 10,466.26 13,505.31

2 Non-financial Liabilities

a) Current tax liabilities (net) 808.33 611.94 864.46 b) Provisions 3,712.33 2,165.33 2,279.03 c) Deferred tax liabilities (net) 151.03 10.34 0.16 d) Other non-financial liabilities 507.04 419.19 603.00

3 Equity

a) Equity share capital 4,010.37 4,006.61 4,000.41 b) Other equity 1,14,281.73 95,305.39 74,565.34 Equity attributable to the owners of the parent 1,18,292.10 99,312.00 78,565.75

c) Non-controlling interest 1,721.42 1,423.77 733.13 Total Liabilities and Equity 5,48,816.92 417,347.99 336,717.98

There have been no audit qualifications in the last three years

138 of 249

Audited Consolidated Statement of Profit and Loss

(Rs. In millions)

For the year ended For the year ended For the year ended Particulars March 31, 2020 March 31, 2019 March 31, 2018

Revenue from operations (i) Interest income 94,177.36 74,160.10 66,123.61 (ii) Dividend income 9.19 - 4.94 (iii) Net gain on fair value changes 739.79 554.88 129.18 Net gain on derecognition of financial instruments (iv) 779.30 118.51 - under amortised cost category (v) Sale of services 191.14 229.51 227.46 (vi) Service charges 943.02 881.32 641.38 (I) Total Revenue from operations 96,839.80 75,944.32 67,126.57

(II) Other Income 232.87 66.17 690.28

(III) Total Income (I + II) 97,072.67 76,010.49 67,816.85

Expenses

(i) Finance costs 31,728.40 25,354.65 21,271.37 (ii) Impairment on financial instruments 1,870.80 678.51 2,713.02 (iii) Employee benefits expenses 12,084.90 10,133.43 8,479.87 (iv) Depreciation, amortization and impairment 592.42 516.93 519.26 (v) Other expenses 8,192.24 6,731.69 5,412.55

(IV) Total Expenses (IV) 54,468.76 43,415.21 38,396.07

(V) Profit before tax (III- IV) 42,603.91 32,595.28 29,420.78

(VI) Tax Expense:

(1) Current tax 10,779.28 11,466.73 10,411.53

(2) Deferred tax 137.32 -138.82 466.95

(3) Taxes relating to prior years 0.50 237.76 104.78

(VII) Profit for the period (V-VI) 31,686.81 21,029.61 18,437.52

(VIII) Other Comprehensive Income

(i) Items that will not be reclassified to profit or A) loss: - Remeasurements of defined benefit plans -49.65 -28.06 60.92

- Fair value changes on equity instruments through 84.81 33.89 29.70 Other Comprehensive Income

139 of 249 -Changes in value of forward element of forward 343.69 - - contract (ii) Income tax relating to items that will not be -95.75 -2.50 -31.27 reclassified to profit or loss Subtotal (A) 283.10 3.33 59.35

B) (i) Items that will be reclassified to profit or loss:

- Gain / (loss) from translating financial statements -15.60 -40.06 -15.76 of a foreign operation - Fair value gain on debt instruments through Other -0.25 17.63 10.35 Comprehensive Income -Effective portion of gain on hedging instruments in 426.35 - - cash flow hedges (ii) Income tax relating to items that will be -107.24 -5.13 -3.58 reclassified to profit or loss Subtotal (B) 303.26 -27.56 -8.99

Other Comprehensive Income (A + B) (VIII) 586.36 -24.23 50.36

Total comprehensive income for the period (IX) 32,273.17 21,005.38 18,487.88 (VII+VIII)

Profit for the period attributable to

Owners of the parent 31,382.45 20,780.13 18,298.32

Non-controlling interest 304.36 249.48 139.20

Other Comprehensive Income attributable to

Owners of the parent 591.20 -11.11 54.80

Non-controlling interest -4.84 -13.12 -4.44

Total comprehensive income for the year attributable to Owners of the parent 31,973.65 20,769.02 18,353.12

Non-controlling interest 299.52 236.36 134.76

Paid up share capital (Face Value of Rs. 10 each) 4,010.37 4,006.61 4,000.41

Other equity 1,14,281.73 95,305.39 74,565.34

Earnings per equity share (quarterly figures are (X) not annualised) (Face value of Rs. 10 each)

Basic (Rs.) 78.30 51.92 45.79

Diluted (Rs.) 78.20 51.82 45.64

140 of 249

Audited Consolidated Cash Flow Statement

(Rs. In millions)

For the year For the year For the year Particulars ended March ended March ended March 31, 2020 31, 2019 31, 2018

(A) Cash flow from operating activities Profit before tax 42,603.91 32,595.28 29,420.78 Adjustments to reconcile profit before tax to net cash flows: Depreciation, amortisation and impairment 592.42 516.93 519.26 Impairment on financial instruments 1,870.80 678.51 2,713.02 MTM on derivatives - - -59.07 Finance cost 31,728.40 25,354.65 21,271.37 Interest income on investments & Treasury bills -474.33 -204.77 -151.21 Dividend income -9.19 - - (Profit)/Loss on sale of mutual funds -707.46 -547.57 -68.80 Unrealised gain on investment -31.03 -7.31 -1.31 (Profit)/Loss on sale of Property, plant and equipment -0.11 4.20 0.29 Provision for Compensated absences 137.78 16.13 212.43 Provision for Gratuity 176.21 208.28 185.61 Provision for Employee benefit expense - Share based 31.03 47.69 67.54 payments for employees Operating Profit Before Working Capital Changes 75,918.43 58,662.02 54,109.91 Adjustments for (Increase)/Decrease in Trade receivables 126.93 49.77 -104.62 (Increase)/Decrease in Bank balances other than cash and -980.66 -920.07 1,978.48 cash equivalents (Increase)/Decrease in Loans -83,860.48 -64,802.61 -31,007.96 (Increase)/Decrease in Other financial assets -651.89 -414.75 74.31 (Increase)/Decrease in Other non-financial assets -169.73 -50.47 -475.27 Increase/(Decrease) in Other financial liabilities -97.06 -54.27 -401.33 Increase/(Decrease) in Other non-financial liabilities 87.94 -183.84 -2.56 Increase/(Decrease) in Trade payables 556.23 403.94 151.14 Increase/(Decrease) in Provisions -262.28 -234.45 -185.12 Cash generated from operations -9,332.57 -7,544.73 24,136.98 Finance cost paid -29,758.83 -28,723.72 -28,294.88 Income tax paid -10,660.38 -11,973.58 -10,163.64 Net cash from / (used in) operating activities -49,751.78 -48,242.03 -14,321.54

141 of 249

(B) Cash flow from Investing activities Purchase of Property, plant and equipment and intangible -931.18 -769.00 -364.02 assets Proceeds from sale of Property, plant and equipment 4.44 3.11 14.34 (Increase)/Decrease in Investment in mutual funds (Net) -3,288.54 1,581.81 -481.03 (Increase)/Decrease in Investment property -2.28 -16.85 -20.49 (Increase)/Decrease in Investments at amortised cost 323.18 -598.35 -144.75 Investments in quoted equity shares -249.39 - -

Investments in unquoted equity shares -241.78 -750.00 0.00 Acquisition of shares in subsidiaries - -1,273.29 -387.20 Interest received on investments / treasury bills 460.74 175.71 132.78 Dividend income 9.19 - -

Net cash from / (used in) investing activities -3,915.62 -1,646.86 -1,250.37

(C) Cash flow from Financing activities Proceeds from issue of equity share capital 18.76 30.71 27.75 Proceeds from issue of subsidiary shares to Non-controlling - 639.70 0.00 interest Increase / (decrease) in Debt Securities 20,541.65 28,407.66 -7,593.85 Increase / (decrease) in Borrowings (other than Debt 85,817.99 40,698.39 30,867.11 Securities) Increase / (decrease) in Deposits -12.48 106.23 283.57 Increase / (decrease) in Subordinated Liabilities -1,347.69 -6,372.51 -7,632.49 Dividend paid (including dividend distribution tax) -13,055.28 - -7,715.25 Net cash from / (used in) financing activities 91,962.95 63,510.18 8,236.84 Net increase/(decrease) in cash and cash equivalents (D) 38,295.55 13,621.29 -7,335.07 (A+B+C) Net foreign exchange difference -4.52 -14.08 -5.49 Cash and cash equivalents acquired on acquisition of - 37.35 0.00 subsidiary Cash and cash equivalents at April 01, 2019/April 01, 2018/ 20,056.62 6,412.06 13,752.62 April 01, 2017 Cash and cash equivalents at March 31, 2020/March 31, 58,347.65 20,056.62 6,412.06 2019/ March 31, 2018

142 of 249

Annexure – 16A

Audited Standalone Balance Sheet (Rs in Millions) As at March 31, As at March 31, As at March 31,

Particulars 2020 2019 2018 ASSETS I Financial assets a) 55,045.67 17,134.85 4,551.91 Cash and cash equivalents b) Bank Balance other than (a) above 1,359.75 220.23 317.94 c) Derivative financial instruments 3,448.94 - - d) Receivables

(I) Trade receivables 47.31 160.59 230.01

(II) Other receivables - - - e) Loans 4,26,041.73 349,329.32 295,068.03 f) Investments 14,383.42 9,825.56 3,954.27 g) Other financial assets 1,056.77 1,079.02 1,170.94

II Non -financial Assets a) Deferred tax assets (Net) - 175.15 64.24 b) Property, Plant and Equipment 2,227.34 1,866.58 1,922.35 c) Capital work-in-progress 287.36 228.30 57.37 d) Other intangible assets 50.50 58.97 82.32 e) Other non-financial assets 647.75 608.43 503.17 Total Assets 5,04,596.54 380,687.00 307,922.55

II. LIABILITIES AND EQUITY

LIABILITIES

I Financial Liabilities a) Payables

(I) Trade payables

(i) total outstanding dues of micro enterprises and - - - small enterprises (ii) total outstanding dues of creditors other than 2,184.98 1,633.97 1,238.87 micro enterprises and small enterprises (II) Other payables

(i) total outstanding dues of micro enterprises and - - - small enterprises (ii) total outstanding dues of creditors other than - - - micro enterprises and small enterprises b) Debt securities 99,618.81 79,869.53 51,987.94

143 of 249 c) Borrowings (other than debt securities) 2,68,705.85 184,174.79 148,822.73 d) Subordinated liabilities 2,975.76 4,287.20 10,859.70 e) Other financial liabilities 10,617.15 9,763.86 13,338.97

II Non-financial Liabilities a) Current tax liabilities (net) 781.54 604.47 800.50 b) Provisions 3,632.99 2,106.20 2,239.14 c) Deferred tax liabilities (net) 40.01 d) Other non-financial liabilities 321.32 319.79 514.49

III EQUITY a) Equity share capital 4,010.37 4,006.61 4,000.41 b) Other equity 1,11,707.76 93,920.58 74,119.80

Total Liabilities and Equity 5,04,596.54 380,687.00 307,922.55

There have been no audit qualifications in the last three years

144 of 249

Audited Standalone Statement of Profit and Loss

(Rs. In million)

For the year ended For the year ended For the year ended Particulars March 31, 2020 March 31, 2019 March 31, 2018

Revenue from operations

(i) Interest income 85,644.00 67,570.12 62,021.30 (ii) Dividend income 22.32 - 20.10 (iii) Net gain on fair value changes 695.54 480.50 100.95 (iv) Sales of services 191.14 229.51 227.46 (v) Service charges 593.42 501.95 295.34

(I) Total Revenue from operations 87,146.42 68,782.08 62,665.15

(II) Other Income 81.49 24.22 666.37

(III) Total Income (I + II) 87,227.91 68,806.30 63,331.52

Expenses

(i) Finance costs 27,909.40 22,368.44 19,314.03 (ii) Impairment on financial instruments 957.28 275.48 2,396.51 (iii) Employee benefits expenses 10,289.55 8,975.53 7,823.84 (iv) Depreciation, amortization and impairment 430.89 420.86 438.51 (v) Other expenses 7,066.69 5,997.83 4,911.77

(IV) Total Expenses (IV) 46,653.81 38,038.14 34,884.66

(V) Profit before tax (III- IV) 40,574.10 30,768.16 28,446.86

(VI) Tax Expense:

(1) Current tax 10,378.06 10,937.68 10,046.36

(2) Deferred tax 12.09 -114.75 523.50

(3) Taxes relating to prior years 0.95 223.81 101.40

(VII) Profit for the period (V- VI) 30,183.00 19,721.42 17,775.60

(VIII) Other Comprehensive Income

(i) Items that will not be reclassified to profit or A) loss - Remeasurements of defined benefit plans -48.03 -22.88 63.62

- Fair value changes on equity instruments 84.81 33.89 29.70 through other comprehensive income

145 of 249 -Changes in value of forward element of forward 343.69 - - contract (ii) Income tax relating to items that will not be -95.76 -3.85 -32.30 reclassified to profit or loss Subtotal (A) 284.71 7.16 61.02

B) (i) Items that will be reclassified to profit or loss

- Effective portion of gain on hedging 426.35 - - instruments in cash flow hedges (ii) Income tax relating to items that will be -107.30 - - reclassified to profit or loss Subtotal (B) 319.05 - -

Other Comprehensive Income (A + B) (VIII) 603.76 7.16 61.02

Total Comprehensive Income for the period (IX) 30,786.76 19,728.58 17,836.62 (VII+VIII)

(X) Earnings per equity share

(Face value of Rs. 10/- each)

Basic (Rs.) 75.31 49.27 44.48

Diluted (Rs.) 75.21 49.18 44.33

146 of 249

Audited Standalone Cash Flow Statement

(Rs. in millions)

For the year ended For the year ended For the year ended Particulars March 31, 2020 March 31, 2019 March 31, 2018

A Cash flow from Operating activities Profit before tax 40,574.10 30,768.16 28,446.86

Adjustments to reconcile profit before tax to net cash

flows: Depreciation, amortisation and impairment 430.89 420.86 438.51

Impairment on financial instruments 957.28 275.48 2,396.51

Finance cost 27,909.40 22,368.44 19,314.03

(Profit)/Loss on sale of mutual funds -628.58 -480.50 -

Loss on sale of Property, plant and equipment 0.08 3.80 2.81

Provision for Gratuity 153.50 135.21 128.06

Provision for Compensated absences 137.78 16.13 212.43

Provision for Employee benefit expense - Share based 31.03 47.69 67.54 payments for employees Interest income on investments -278.66 -126.13 -64.43

Dividend income -22.32 - -20.10 Unrealised gain on investment -66.96 - -0.28

MTM on derivatives - - -59.07

Operating Profit Before Working Capital Changes 69,197.54 53,429.14 50,862.87

Adjustments for:

(Increase)/Decrease in Trade receivables 113.28 69.42 -92.94

(Increase)/Decrease in Bank balances other than cash and -1,139.52 97.71 2,129.11 cash equivalents (Increase)/Decrease in Loans -76,379.73 -54,788.33 -16,562.46

(Increase)/Decrease in Other financial assets 59.06 100.72 126.85

(Increase)/Decrease in Other non-financial assets -106.26 -68.11 -355.19

Increase/(Decrease) in Other financial liabilities -410.35 -525.67 -476.31

Increase/(Decrease) in Other non-financial liabilities 1.53 -194.70 -46.71

Increase/(Decrease) in Trade payables 551.01 395.10 135.32

Increase/(Decrease) in Provisions -102.50 - -125.31

Cash generated from operations -8,215.94 -1,484.72 35,595.23

Finance cost paid -26,162.35 -25,738.42 -26,645.71

Income tax paid 10,201.93 -11,357.52 -9,818.39

Net cash from/ (used) in operating activities -44,580.22 -38,580.66 -868.87

B Cash flow from Investing activities

Purchase of Property, plant and equipment and -779.03 -612.02 -272.85 intangible assets Proceeds from sale of Property, plant and equipments 3.65 2.79 2.75

147 of 249 (Increase)/Decrease in Investment in mutual funds (Net) -3,371.42 780.81 -

Investment made in Mutual fund - - -300.00

(Increase)/Decrease in Investments at amortised cost 606.00 -595.80 - Proceeds from sale of securities - - 9.99

Purchase of debt securities - - -

Investments in unquoted equity shares -241.78 -750.00 -

Acquisition of shares in subsidiaries -559.84 -4,752.99 -1,457.20

Investments in quoted equity shares -249.39 - - Interest received on investments 280.78 78.41 58.32

Dividend income 22.32 - 20.10 Net cash from/ (used) in investing activities -4,288.71 -5,848.80 -1,938.89

C Cash flow from Financing activities

Proceeds from issue of equity share capital 18.76 30.71 27.75

Increase / (decrease) in debt securities 19,615.71 28,113.89 -9,292.53

Increase / (decrease) in borrowings (other than debt 81,508.57 35,447.27 19,279.51 securities) Increase / (decrease) in subordinated liabilities -1,317.69 -6,579.47 -7,852.49

Dividend paid (including dividend distribution tax) -13,045.60 - -7,698.06

Net cash from/ (used in) financing activities 86,779.75 57,012.39 -5,535.82

Net increase/(decrease) in cash and cash equivalents D 37,910.82 12,582.94 -8,343.58 (A+B+C) Cash and cash equivalents at April 01, 2019/ April 01, 17,134.85 4,551.91 12,895.49 2018/ April 01, 2017 Cash and cash equivalents at March 31, 2020/ March 31, 55,045.67 17,134.85 4,551.91 2019/ March 31, 2018

148 of 249 76t-t* g 76t-t* Chartersd Accountantg

Independent Auditor's Report on the audit of Quarterly and Ycar to date Consolidated Financial Results of Muthoot Finance Limited pursuant to the requirement of Regulation 33 of the SEBI (Lis(ing Obligations and Disclosure Requirements) Regulations, 2015, as amended

The Board of Directors of Muthoot Finance Limited

Rcport on the Audit of Consolidated Financial Results

Opinion

wc have audited the accompanying statemcnt of quartcrly and year to date consolidated financral results of Muthoot lrinance Limited (hereinafter referred to as thc "floltling con.rpany,') and its subsidiarics (Holding company and its subsjdiaries togethcr refcrrcd to as "the Group") for the quarter and year endcd March 3l' 2020' ("the Statement") attached hcrewith, being submitted by the Holding Conrpany pursuant ro the requirement of Regulation 33 of the SEBI (Listing Obligations irnd Disclosute Requirernents) Regulations. 201 5, as amended ("Listing Regulations").

Artention is drawn to Note No 3 of the Stateurent which states that tlre fillules lbl the corresponding quarter crlded March 31,2019 are the balancing t-tgures bctu'een audited figures in respcct of thc full financial vear and the year to datc unoudited figures up to Decetnbet'31, 2018, approved by the Holding Company's Board of Directors, but have not been subjected to limited revicw by tts'

ln our opinion and to the best of our inlbrlration and accolding to thc oxplanaliolls given to us and bascd on thc considcration of the lepons ol the othel iturlitors ott separatc financial statcments of subsidiaries, the Statcment:

(i) includes the results ofthe following subsidiaries: I. Asia Asset Finance PLC. Sri Lanka 2. Muthoot Homefin (lndia) Limited i. Muthoot Insttrance Brokers Private Limited 4. Bclsta| Microfinance Limitcd (Jbrmcrly known as Bclstar lnvcslnlent lttld Finance Private Lirnited) 5. Muthoot Trustec Private Limited 6. Muthoot Asset Management Pril ate Limited 7. Muthoot Money Limited

(ii) is prcsented in accordance \vith the requirerrerrts of tlte Listi g llcgulati\rn:r in this regald; and

(iii) gives a true and fair view in conformity with the lecosnition and ntcasurelncnt principles laid down in the standards ancl other accoutlting principles genelally acccpted ln lidated tolal cott:prchensil'c

149 of 249 q;'-,* gi %;'-'* Charter€d Accountants

income (comprising of net profit and other comprehensive income) and other financial information of the Group for the quarter and year ended March 3 I, 2020.

Basis for Opinion

We conducted our audit in accordauce wirh the Standards on Auditing (SAs) specitied under section 143(10) of the Companies Act, 2013 (*the Acf'). Our responsibilities under those Standards are further described in the Auditor's Respon.tihilities.fbr the Audit ofthe Consolidated Financia! Results section ofour report. we are independent ofthe Group in accordance with the code ofEthics issued by the Institute ofchartered Accountants of India togetlrer with the ethical requirernents that are relevant to our audit ofthe flna.cial results under the provisions ofthe companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the code of Ethics. we believe that the audit evidence obtained by us and other auditors in terms oftheir reports referred to in ..other Matters" paragraph below, is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

we draw attention to Note No 5 to the Statemcnt which state s that, as per the assessmcnt of the management, there is no significant impact of the COVID_19 pandemic on thc operatlons and financial position of the Holding company.

Our opinion is not modified in respcct of this matter.

Management's Responsib ities for the consoridated Financiar Resurts

The Statement has been prepared on the basis of the consolidated an'ual financial statements. The Holding Cornpany's Board of Directors are responsible for the preparation and presentation of the statement that gives a true and fair view of the net profit and other comprehe.sive income and other financial infbrmatio' or the Group in accordance with the recog'ition and measurcment principles laid down i' rndian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepte

150 of 249 %;'-'* g %;'-'* Chartered Accountants

In preparing the Statement. the respective Board of Directors of the con.rpanies included in the Group are responsible for assessing the ability ofthe Group to continue as a going concem, disclosing, as applicable, matters related to going concern and using the going concern basis ofaccounting unless the respective Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The respcctive Board of Directors of the companies includcd in thc Group arc responsible for ovcrseeing thc financial reporting proccss ofthe Group.

Auditor's Responsibilities for the Audit of the Consolidated Financial Results

Our objectives are to obtain reasonable assurance about whether the Statemellt as a whole are free from material misstatement, whether due to fraud or error. and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or enor and are considered material if, individually or in the aggregate. they could reasonably be expected to influence the economic decisions ofusels taken on the basis ofthe Statement.

As part ofan audit in accordance with SAs, we exercise professional judgltrent and naintain professional skepticism throughout the audit. We also:

. Identi! and asscss the risks of material misstatement of the Statement, whcther due to fraud or crror, design and perfonn audit plocedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk ofnot detecting a material misstatement resulting from fraud is higher than for one resulting from emor, as fraud may it.tvolvc collusion, forgery, intentional omissions, misrepresentations' or the override of internal control.

. obtain an understanding of internal control rclcvant to the audit in order to dcsign audit procedures that are appropriate in the circumstances' but not fot'the purpose ofcxfressing an opinion on the effcctivcncss ofthc company's intemal cotrtrol'

. Evaluate the appropriateness ofaccounting policies used and the reasonablencss ofaccounting estimates and related disclosures made by the Board ofDirectors. . Conclude on the appropriateness of the Board of Directors' use of the going concem basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to everlts or conditions that may cast significant doubt on the ability ofthe Group to continue as a going concem lf rve conclude that a rnaterial uncertainty exists, we are required to draw attention ln our auditor's repoft to the related disclosures in the consolidated financial results or, if such disclosures are inadequate, our opinion. Our conclusions are based on the audit evidence date of our auditor's report.

151 of 249 q;r-r- g %b-r* Chartored Accountanta

However, future events or conditions may cause the Group to cease to continue as a going concern.

. Evaluate the overall presentation, stllrcture and content of the Statement. including the disclosures. and whether the consolidated financial results rcprcscnt the underlying transactions and events in a manner that achieves fair presentation.

. Obtain sufficient appropriate audit evidence regarding the financial results/financial intbrmation of the entities within the Croup to express an opinion on thc consolidated financial results. We are responsible for thc direction, supc.ision and performance of the audit of financial information of the Holding company includcd in the statemenr ofwhich we arc the indeoendent auditols. For the other entities included in the Statement, which have been auditcd by other auditors, such other auditbrs rernain responsible for the direction, supervision and performance of the audits carried out bv them. We remain solely responsible for our. audil opinion.

We communicate with those charged with govemance of the Holding Company regarding, among other matters, rhe planned scope and timing of the audit and significant audit findings, including any significant d-eficiencies in intemar control that we identify during our audit. We also provide those charged with govema.nce with a statement that we have cornplied with r.elevant ethical requircrnents regarding independence, and to communicate with them all relationships and other lnatter.s that may reasonably be trrought to bear on ourindependence, and where appricable, related safeguards.

we also performed procedures in accordance with the circular r.,-o. cIR/cFD/cMDl /44r20r9 dated March 29, zorg issued by the SEB] under Regulation 33(8) ofthe Listing Regulations. as anreirded, to the extenr applicable. Other Matters

a) The consolidated Financial Results include the audited Financial Resurts of six subsidiaries (incorporated in India), whosc Financial statemcnts rcflcct toral asscts (before consolidation adjush.e'ts) ofRs 5r,062.70 million as at March 3r.2020, total revenuc (before consolidation adjustments)of Rs 20gr.46 miuion and Rs 8'909.51 million andtotal net profit ifter tax including other cornprehe'sive rncome (belbre consolidation adjustments) of Rs 224.39 mi ion and Rs 1,4gg.60 m^illion for the quarter ended March 3 I, 2020 and for the year ended March 3 I, 2020 respectively, and net cash inflows (before consolidation adjustnrents) of Rs 346.06 _million for the year ended March 31, 2OZO as consrdered in the co,solidated Fina'ciar Results, which have been audited by their respective independcnt auditors. The independent auditors' reports on tinanciar statemcnts and other firranciar information ofthese entities have becn fumished to us and our opirio'on the co'solidated Fi.anciar Results, iq so far as it relates to the amounts included in resp€ct of th%imb\\ is based solety on the reporr ofi:1_dl:"t"r:i". such auditors and the procciur., n.7@f"ffS ur. u, ,tu,.a in paragraptr

152 of 249 %;'-r* gr %;'-'* Charterod Accountants

abclve-

b) The consolidated Fi'a'cial Results include the unaudited Fi'a'cial Results of one fbreign subsidiary whose Financial Statements/fina.cial infbrr.'ation reflect total assets (before consolidation adjustrnents) ofRs 5.gg1.47 rrillion as at March 31, 2020. toral revenue (before consolidation adjust'te.rs) of Rs 32l.lj millio' and Rs 1.309.25 mi ion and total net loss at-ter tax includins olher comprehensive income/(loss) (before consolidation adjustntents) of Rsl lZ.q-i million for the quarter ended March 31. 2020 and total nct protit after rax inclu-ding other comprehensive income (betbre consolidation a justments) of Rs 10 95-million for the year ended March 3r.2020, a'd net casir inflorvs (before consolidation adjustnrents) ofRs 34. l4 rnillion for the year ended Mafch 3 I . 2020. as considered in the consolidatcd Financial Results. These unauditcd linancial statements and other {rnancial info'nation have been ftrnisrrcd to us by the Board of Directors and our opinion on the consolidated Financial Rcsults. in so far.as it relates to the amounts and disclosures included in respect of the subsidiary, is based solely on such u'audited frnancial staten.re.ts a.d otrrer fi'ancial as cenified by the.nranagement. In pur opinion and according to the ::l:Tili""Inrormatron and expranations given to us by the Board of Dir-cctor.s, thcsc f-rnancial statements and other financial inforrnation are not rrraterial to tlre Gr.oup. our opinion on the consoridated Financial Resurts is not .rodirie(r in rcs'cct ofthe above matters with respect to our reliance on tlre rvork dole and the r.eports of the other auditors and thg u,auaited fi'ancial statemeirt and other financial information certified by the Board of Director.s.

c) As stated in Note No 3 of the Statement, the figures for the quartcr endecl March 3-l 2o2o are the balancing.ligures ' between i,g"*r l' respecr of the fir' financial year and ttre putrtiJea "riit"a v*, ,. a"r. i,gt;;";'r" nure monttrs of the, financial ycar (adjusted as stared in Note No r l of thc Statcmcnt), wrrich wcrc subjected to lirnited revieu, by us. As pemritted uncler Regutation 33(-l)(b){i) of the SEBI (Listing Obligarions.and Disilosu." R.qri..n.,"nt.) Regulations, 2015, thc Company had optcd publish ro only Srandalone nr,anciat rciutts a,,,i,rg tfi" interim periods for the previous financial y"". March 31, 2019. Accordingly, the ""a"a audited consolidated financiar,iesults rr*" t,""n pr.esented for thc year.ended oniy March 31, 2019 and hencc. tlr" t;,;; fbr rhe conesponding quarter endcd March 31. 20.19 are the balancing figuics bctwccn"unaudited au.lired.figurci i' respect of the tir' financial.yeai u'ta tn" y"o-, t,r'au-t. ligrrres up to Decembcr 31, 20_18, approvcd the by l{oldini Co.p*y:. noo.d of Dircctors but not subjcctcd to limitcd rcview by us. our olinic,n'on ihe consoridarcd rrnancial results is not modiiied in respect oithis matter..

Fy'lEYil9""vARMA Pracc: Kochi Date: 17.06.2020 ,1, O_+rr____U UolN: foat 14 4t AAAAtrAIISV / ,u.ror""ono"orFlrl", partnrr CHARTEFED ACCOUNTANTS Manbarshi!, No.2lga,

153 of 249 MUTHOOT FINANCE LTMITTD R iste'td.nd Corpor.l! Offi.c 2rd Floor, Mutl@t Cf,.mb.r!, Oppcit sarier Thc.k complex, Bancri.€ Ro..l, Ko

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154 of 249

5e a.MpanyinS not6 lo fitbciat €utls MUT1IOOT FINANCE LIMITED Registeted and Corporate Offlce:2nd Floor, Muthoot Chambers, Oppostte Sadtha Theatre Coriple)q Baneri€e Roa4 Kochl-682018, Indla CIN : L65910KL19ry/PLCm1lX) Ph No: (X84 2396178. Far No: 04E4 231}65(b Webgits www.mlthootflnance.com Emall: [email protected]

Audlted Consolidated Statement of Ar.et6 and Liabilitier (Balan e Sheet) ar at March 91,2020 Rs. in Millions

ASSE-TS 1 Finalalal asBets a) Cash and cash equivalents 58,U7.65 n,ax.62 b) Bank Balan.e other than (a) above 2958.8E 7,974.22 c) Derivalivefinancialinsbumenrs 344a.94 d) Receivdbles (I)']'rade Receivables E9.E2 (ll) Other Receivables e) toans 4,70,6n.41 3,87,263.27 lnvestrnents 0 6,n2.16 2,171.26 Other Financial ass€ts 8) 2,44J3.75 1,757.85

2 Nonjlnanclat Asretr a) Cun€nt tax assets (Net) ,E m.D b) Deferred tax Assets (Net) 771.U 9.9 c) lnvestment Property 156.48 156.97 d) Prop€rty, Plant and Equipment 2,426.a7 2,055.a2 e) Right to use Ass€ts Capitalwork-in-prof,ress 0 287.36 22A.10 g) Coo{rhitl 299.96 89.96 h) Othe.lntangibleassets 85.37 79.&5 i) Other non-findncial assets E54.42 753A3

LIABTLITIES AND EQUITY UASILITTE' 1 FtnancialLtabilities a) Payables (I) Trade Payables (i) lotal oulstanding dues of micro enterprises and small enterpris€s (ii) total outstanding dues of credik)rs othe. thrln micft) enterFrises and srndll enteapdses (II) Other Payables (i) lotal outstanding du€s of micro enterprises and small enlerp.ises (ii) btal oulstanding dues of credil,ors other than micro enterpri5es and small enlerprises b) Debt 9e(urihes Borrowings (other than Debt Securibes, d) Defrosits Subordinated Uabilities 0 trase Liabilities 8) Other financial liabilities

2 Non-finaff ial Liablliti€d a) Current tax liabilities (Net) b) Provisions c) Deferred tax liabilities (NeD d) Other non-financial liabilities

EQUTTY a) Euity share capital b) Other equity Equity attributable to the ownet of the pat€nt Non-controlling interest Toral Liabilidee 155 of 249 see accompanying notes lo financial results MUTHOOT FINANCE LII\IIIED Regtutelrd and Corponte Office: 2nd Roor, Muthoot ch?nbels, O??osft" Sartrha Th"ah Conpl"r @c. Road, Ko(hi.6AZD& India CIN : L6t9l0KL19!rZPLCml:m Ph No: 0464 23154 , Fa.x No: (X84 2396506 Websitei www.muttoodinance.coE Eoail [email protected]

Audlt€d Consolidated Ca6h flow SlateDelrt foi tle veat ended Matth 3l2(Xm Rs. in Mllhons

Cash flow froo Opcrating activitles befoE tax Adirlslords to |l(oncile profit befoE tar to aet cash flows: Depreciatioa amortisauon and impairment lmpairment on financjal instruments Ffurance cost (kofit)/Loss on salc of Propcny, plani and cquipmcnt for Gratuity for Compensated absences for Employee b€nefit experse - Share based payments for employees lnteregt income on inv6tments & Treaiury bills Dividerd rnr'rrme on sdle of mutual furrds galn on rnvestment Prcfit Befoc Wor*ing Capital Charges fon in Trade r€ceivables )/Decreas€ in Bank balances other than cash and cash equrvalents (lncrease)/ Decrease in l,oans (ln<-rease)rlDecrease in Otlrcr financial assets in Other non-financial assets (Decrease) in Other financial liabilities tnctease/(Decrease) in Other non-financiat liabi_tities Tnrrease/ (Detreasr,) in Trade payabltrr tnoease/ (Deceas€) in Provisions C-ash Benented from operations cost paid tncome tar paid c.sh f!o6/ (nsed in) operating activitics

Clsh flow froE Investing activities Purrhase of Property, plant and equipment and intangible assets Proceeds from sale of Property, plant and equipment in lnvestment Property (lncrease)/Decrease in lnvestment in mutual funds (Net) lnv€tments in quoted equity shareg )/ Dearpasc in lnvesbrpnLg at dmortiscd ( (xir in unquoted equity shares of shares in subsidiaries - rcceived on investments / TredsuJ.y bills utcome Net ca.eh from/ (used ln) investing actlvitles

Cash flow from Firuncing activities from issue of equity shate capital from issue of subsidiary shates to Non-controlling interest Increase / (decrease) in debt secuijties / (decreas€) in borrowings (other than debt s€curities) / (deqease) in deposits L',--rease / (derrcase) ir subordtrDted lEbdlies Dvidend paid (including fividend djstribution tax) cash frrm/ (ueed in) fhancitrg activities

N€t imrra!4(decrrase) in cash and cash equivalents (A+B+g t for€ign exclrange difference and cash equivalents acquired on acquisition of subsidiaiy dnd cash cquivalcnts dt April0l, 2019/ Apr 0l, 20lg

156 of 249 See accompanying notes to financial results MUTHOOT FINANCE LIMITED Rcgistered rnd Corpor.te Ofhce: 2nd Floor, Muthoot Chambers, Opposite Saritha Theatre Complex, Banerji Road, Kochi - 682 018, India. CIN: L659l0KLl997PLC0I1300 Ph. No.: 0484 2396478, Fax No.: 0484 2396506, Website: www.muthootfinance.com, Email: [email protected]

Notcs: l. The consolidated results of the Group include the audited financial results of subsidiaries namely Muthoot Homefin (lndia) Limite4 Belstar Microfinance Limited (formerly knom as Belstar Investment and Finance Private Limited), Muthoot Insurance Brokers Private Limitd Muthoot Asset Managernent Private Limite4 Muthoot Trustee Private Limited and Muthoot Money Limited and the unauditcd financial rosults of Asia Asset Finance PLC, Srilanka which has been reviewed by the auditors of the said Company.

2. The above consolidated financial results have been reviewed by the Audit Committee and approved by the Board of Directors of the Company at their respective meetings held on June 16,2020 nd June 17. 2020.

3. * The figures for the quarter ended March 31,2020 are the balancing figures baween audited figures in respect ofthe firll financial year and the published year to date figures up to nine months of the financial year (adjusted as stated in Note No 11 below), which were subjected to limited review by the auditors. As permitted under Regulation 33(3XbXi) oflhe SEBI (Listing Obligations and Disclosure Requirernents) Regulations, 2015, the Company had opted to publish only Standalone financial results during the interim periods for the previous financial year ended March 31,2019. Accordingly, the audited consolidated financial results have been presented only for the year ended March 31, 2019 and hence, the figures for the corresponding quarter ended March 31, 2019 are the balancing figues between audited figures in respect of the full finencial year and the Board approved year to date unaudited figures up to Decernber 31,2018, but which were not subjected to limited review by the auditors.

4. The Company has adopted Indian Accounting Standards ('Ind AS') as notified under Section 133 of the Companies Act 2013 ('the Act') read with the Companies (Indian Accounting Standards) Rules 2015 from April l, 2018.

Provision created on loan assets in eadier periods which is in excess ofthe amounts daerrnined and adjusted against such assets as impairment loss on application ofexpected credit loss method as per lnd AS 109 ('Financial tnstruments') as at March 3 l, 2020, has been retained in the books ofaccount as a matter of prudence and carried under 'Provisions' in the Balance Sheet. ln accordance with the regulatory guidance on implernentation oflnd AS issued by RBI on March 13,2020, the company has computed provisions as per extant Income Recognition Asset Classification and Provisioning (IRACP) norms issued by RBI solely for comparative purposes as specified therein. The aggregate impairment loss on application of expected credit loss method as per hd AS, as stated above, is ms16 than the provisioning required under IRACP norms (including standard asset provisioning).

For MUTHoOT i @ 157 of 249 These financial results may require firther adjusbnents, if any, necessitated by guidelineV clarificationV directions issued in the futrue by RBI, Ministry of Corporate Affairs or other regulators, which will be implemented as and when the same are issued./ made applicable.

5. There has been no significant impact on the operations and financial position of the Company on account of the outbreak of the COVID-I9 pandemic and the consequential lock-down restrictions imposed by the Govemment. In accordance with the regulatory package announccd by RBI, the company has offered an optional moratorium on payment of loan instalments falling due between March l, 2020 and, August 31, 2020. Based on an assessment of the situation, the company considers that the impairment losV provision as stated in Note No 4 above, is adequate to cover any firture uncertainti es.

6. The Group operates mainly in the business of financing and accordingly there are no separate reportable operating segments as per Ind AS 108 - Operating Segnents.

7. During the quarter ended March 31,2020, the Company had allotted 68,625 equity shares under the'Muthoot ESOP 2013 Scherne'. No employee stock options were granted by the Company durhg the quarter.

The Company has maintained requisite firll asset cover by way ofmortgage of immovable property and pari passu floating charge on current assets, book debts and loans & advances ofthe Company on its Secured Listed Non- Convertible Debentues aggregating to Rs. 96,840.45 Million at principal value as at March 3 | , 2020 .

9. As on March 31,2020, the Company holds 2,100,000 equity shares ofNepalese Rupee 100/- each in United Finance Lirnited, Nepal. The management does not have significant influence over the entity as specified in Ind AS-28 - Investrnents in Associates and Joint Ventures; and has elected to recognise and measure the investnent at fair value through ocl as per the requirements oflnd AS 109 - Financial lnstrurnents.

10. In accordance with the provisions of Section I I5BAA of the lncome Tax Ac! 1961, the Company has opted to pay income tax rad.e at a redu cea of 22o/o (plus surcharge @ I 0olo and cess @ 4%) with effect from the ctrnent year (as financial against earlier rate of 30olo plus surcharge @ l2olo and cess @ 4%). Consequently, tax expense for the year comprising current and deferred tax as per lndian Accounting standards (lND AS -12) (Income Taxes) have been recognized using the reduced tax rates ryplicable.

I l. The Company had issued 6.125% Sanior Secured Notes amounting to USD 450 million on october 3l,2ol9 and has issued 4.4% Senior Secured Notes amounting to usD 550 million on March 2, 2020 rnder aUSD 2 billion Global Medium Term Note Progranrme pursuant to Regulation l44A / Regulation S ofdre U.S. Securities Act, 1933. These Notes are listed on the lnternational Secudties Market of London Stock Exchange.

The company has hedged dre foreign cunency exposrre on foreigr curency bonowings (includurg interest payable) issued under the Global Medium-Term Note Prograrnme with derivative contracrs during quarters ended Decsmber 31, 2019 and March 31,2020. During the current quaner, the company has assessed the hedge effectiveness of the derivative contracts entered into during the year and adopted hedge accormting as pemritted mder Ind As 109 - Finarcial Instrume s. The irnpact of made in the results for the quaJtef ls not

For MUTHooT Ft

158 of 249 12. Thc Cmpoy's Boad hee. dchrcd m intldm dividrnd of Rs. 15 p€( shre fo tle ycr cndcd lvdrch 31, 2@0 o Me$ 17, 2020

13. Pravios pcriod fgucs have bccn rcgroryGd/ r€clssificd vrtdsvGr nocossuy to c@fo(m to corr.at paiodpcsmion

By md m bchalf oflto Boqd of Dirccbrs Fo MrlhoC Finncc Limitod

Kochi huc17,2020

159 of 249 %;'-"- gr q;'-'* Charter€d Accountants

Independent Auditor's Report on the audit of euarterly and year to date Standalone Financial Results of Muthoot Finance Limited pursuant to the requirement of Regulation 33 and Regulation 52 read rvith Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Rigulations, 2015, as amended

The Board of Directors of Muthoot Finance Limited

Report on the audit of the Standalone Financial Results

Opinion

we have audited the accompanying statement of quarterly and year to date standalone financial ;compiny") results of Muthoot Finance Limited (the ior rhe quarter and year ended March 3r, 2020 ("the statement") attached herewiih. being suimitted by the company pursuant to the requirement of Regulation 33 and Rcgulation 52 read with Regulation 63(2) of rhe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5. as amended (..Listing Rigulations"). In our opinion and to the best ofour information and iccording to the explanations given to us, the Statement: i is prescnted in accordance with the requirements of the Listing Regurations in this regard; and

gives a true ii and fair view in conformity with the recognition and measurement principles laid down in the applicable aicounting standards and other accountin-e principles generally accepted in India of the nei profit and other compr.hensi.,! incomc and other financial information for the quarter and year ended March 31. 2020.

Basis for Opinion we conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the companics Act, 2013 (the Act). our resporisibilities under those Standards arc further describ.ed in the Auditor'i Respottsibilities Jbr the Autrit ol the standalone Financial Resurts section of our report. wo are independent of the company tu accorda'ce with the code of Ethics issued by the Institute ofchartered Accounta,rts oi India together with the ethicar rcquirements thar are rerevant to our audit of thc financial results under the provisions of tlie cornpanies Act, 2013 and the Rules there under, and we have fulfilled our orher ethical respo'sibilities in accordance with these requirernerts and thc Code ofEthics. we bclieve that thc audit evidencc we have obtaincd is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

we draw attention to Note No 3 to the statement rvhich states that, as per the assessment of the management, there is no significant i COVID-l9 pandemic on the operations and financial position ofthe

160 of 249 q6r-r* g q;r-'* Charter€d Accountanta

Our opinion is not modified in rcspect of this mattcr.

Management's Responsibilities for the Standalone Financial Results

The Statement has been prepared on the basis of the standalone annual financial statements. The Company's Board of Directors is responsible for the preparation of the Statement that gives a true and fair view of the ne1 profit and other comprehensive income and othcr financial information in accordance with thc rccognition and measurement princrples laid down in Indian Accounting Standards prescribed under Section 133 of tlre Act read with relevant rules issued ther.e under and other accountiug principles genelally accepted in tndia and in conrpliance with Regulation 3i and Regulation 52 read with Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015. This responsibility also includes maintcnance of adcquatc accounting records in accordance with thc pr.ovisions ofthe Acr for sat'eguarding of the assets of the Company and fbr preventing and detecrinrr fr.auds and other ifregulalities; selection and application of appropriate accolurting policies: making judgmcnts and cstimarcs that arc rcasonable and prudent; ancl design, implementation and lnaintenance of adequate internal financial controls that wel.e operating effectively for ensuring accuracy and completeness ofthe accounting records. relevant to the preparation and prescnlation of the Statement that gi\.e a truc and t'air view and ale frcc from material misstatemcnt, whether duc to fraud or enor. In preparing dre Statemenl. the Board of Directors rs responsible tbr assessing the Company's ability to contiuue as a going concern. disclosing, as applicable, nratrerc relatcd to going concern and using the going concem basis of accounting unless thc Board of Directors either intends to liquidate the Cornpany or to cease operations, or has no realistic altemative but to do so.

The Board of Directors is also responsible for ovcrseein-q thc Cornpany's financial reponrng process.

Auditor's Responsibilities for the Audit ofthe Standalone Financial Results

Our objectives are to obtain reasonable assurance about whether the Statement as a whole are free from material misstatement, whether due to fraud or enor. and to issue an auditor's report lhat includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in thc aggregate, tliey could reasonably be expected to influence the economic decisions ofusers taken on the basis of the Statement.

As part of an audit in accordance with SAs, we exercise professional judgrnent and rnaintain professional skepticism throughout the audit. We also: . Identify and assess the risks of material misstatement ofthe statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit cvidence that is sufficient to provide a basis for our opinion. The risk of not detecting a ement resulting fronr fraud is

161 of 249 76'-r* g %6'-r* Chartered Accountants higher than for one resulting from error, as fraud may involve collusion. forgery. intentional omissions, misreprcsentations, or the override of internal control. . Obtain an understanding of intemal control relevant to thc audit in ordcr to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness ofthe company's internal control. . Evaluate the appropriateness of accounting policies used and the leasonableness of accounting estimates and related disclosures made by the Board of Directors. . Conclude on the appropriateness of the Board of Directors' use of the going concem basis of accounting and, based on the audit evidencc obtained, whethcr a matcrial uncertainty exists related to events or conditions thal may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a tnaterial uncertainty exists, we are required to draw attention in our auditor's rcport to the related disclosures in the financial results or, if such disclosures are inadequate. to modifu our opinion. Our conclusious are based on the audit evidence obtained up to thc date of our auditor's repon. However, future cvents or conditions may cause thc Cornpany to cease to continue as a going concem. . Evaluate the overall presentation, structure and content of the Statement, including the disclosures, a1d whether the financial results represent the underlying transactions and events in a manner that achieves fair presentation

We communicate with those charged with govemance rcgarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in intemal control that we identify during our audit' we also provide those charged with govemance with a statement that we have complied with relevant ethical requiremcnts regarding indepcndence, and to communicate with them all relationships and other matters that may rea$onably be thought to bear on our independence, and where applicable, related safeguards.

Other Matter

As stated in Note No 13 of the statement, the figures for the quarter ended March 31, 2020 and March 31, 2019 are the balancing figures between audited figures in respect of the full financial year and the published year to date figures up to nitle tnonths of relevant financial year (adjusted as stated in Note No 9 ofthe Statement), which lvere subjected to limited riview by us. Our opinion on the standalone financial results is not modiflcd in resDect of this matter.

Placc: Kochi VARMA E VARMA Date: 17.06.2020 (FRrl:00a532S) UDIN: 2rDll14 \ Ah AAEZ I olq

(v.SATHYANAnAYANAN) Pallaat CHARTERED ACCOUNTANTS Urmbatrhip l{q.2ltill

162 of 249 MUTIIOOT FINANCE LIMITED Regirter€d rnd Corporat€ Offtae 2trd Floot, Mlthoof Cbrmb6s. Oppo.it€ Sarithr Theatre Cotrplel Banerit Road, Ko.hi - 6t2 (nE,India. CIN : L5s9roKLl9tPLCm1An PIL No. : O48{ 23qt(7E, Fax No. : 0{64 23965(b, Webaite: www.mnthooffiname-com, EDail : [email protected] Statenent of Audid Standalone Ftn nchl Re.dts for the Quarta and Year erded Mach 31, A)a) Rs. in Millions sharc data

(i) lnlerest income 22ffi.37 (ii) Dvid€nd income (iii) Net gain on fair vdue chanSes 187.(}8 (iv) Sale of s€rv|c€6 15.78 (v) Sarvice ctnrgec 16f',5{t

Tot l R€vcm€ ftom op€r.dons

Other Income

(III) Tor.l h.ore (l + l4 ExFrF. (i) Finance co6ts 7,7N.79 7,091.X 6,110.50 27,W.{ 22,368,14 (ii) lmpairment on filancial instruments 47.79 611.95 2j)4.52 957.28 275.$ (iii) Employee benefits exFns€s 3,088.14 z579.Ar L74.n 10,289.55 a,w5.53 (iv) Depr€ciation, amortization and impairment 109.75 119.44 430.89 420. (v) O*ler expetrses [email protected] 1,652.56 1,685.63 7,W.6 5,97.&3 (ru) Totrl E.Fn-, (W) (v) Mt bddr t r 0lI. Iv)

(vD Tar Expense: (1) Cun€nt tax (2)|futa' (3) Taras r€l,ating to prio. ye2rs

|Mt fcti. Fiod (v-VD

Ofh6 C-oEpteh€rdve In orE A) (i) hems that will not be reclas6fied !o profit or l6s: Reheasurchents of deflned beneftt plans 1m.13 13.E5 - Fak vCs€ chaag€6 (m eguity iiBtrumenrs through Other Comprehensive lncome 71.87 33.89 {hange6 rn vdue of forward element of forward .Im..lo

(ii) Income tsr rclating to ilems ftat will not be reclaisfied !o profit or 166 subbt l

8) (i) ltems t]tat rerll be recja$r6ed to profrt or tG: - Effechve pordon of gain on hedging AEtrumenrs in flow hedges (n) hcome taJ( relating !o items that wil be rcclassified to

Strbbt l

Ori.r CoEprrh€drtve b.onp (A+B) (VUI)

Tot l

E mlrys p€r equlty .ha!€ (qu.rt€rly 6gur€. atE rot .nnu.IfPd) (Face value of Rs. 10 each) Basic (Rs.)

See accorlFnying notes !o financiat r€sulb {t

163 of 249 MUTHOOT FINANCE LIMITED Registered and Corporate Office: 2nd Floor, Muthoot Chamberc, Opposite Saritha Theatre Conplex, Banerii Road Kochi - 682 Of& India- CIN : l55910KL1997FLCu13m Ph. No. : 0484 2396478, Far No. : 0484 2396506, Website : www.rnuthooffinancerom, Email : [email protected]

Audited Standalone Statement of Assets and LiabiliHes (Balance Sheet) as at March 31, 2020 Rs. in Millions As d Mrrh 3L 202, As d M.rf, 3t" 2Or9

I ASSETS 1 Firt.nci.l A$ets a) Cash and cash equivalents 55,o45.67 77,734-85 b) Bank balance othet than (a) above Derivative f inarcial instruments 3,448.94 d) Receivables (Q Trade receivables 160.59 (lI) Other receivables e) toans +N,Wt.Zl 3A9,329.32 9,825.ft 0 Inve6tments 74,83.42 1,M.n 1,079.O2 c) Other financial assets

2 Non-fimcial Assets 775.15 a) Deferred tax assets (net) 1,ffi.58 b) Property, Plant dnd EquiPmert 224.n c) Capital work-in-Progress d) Odtel Intangble assets 58.97 e) Other non-financial assets ffi.43 Totd

N LIABILITIES AND EQUTTY LIABILITIEE 1 FinrncialLirbilities a) Payables (I) Trade payables (i) total outstanding dues of micto enErPrises and tnall enteryrises (ii) total outstanding dues of creditors other than micro enterprises and small enterPrises (n) Other payables (i) total outstanding dues of micio enterPrises and smaU entelPrises (ii) total outstaflding dues of ct€ditors ofter Atan micro enterPdses ard smaE enterpris€s 9,678.87 79,869.53 b) Debt securities 2,6,705.85 1&,774.79 c) Borrowings (other than debt secuities) 4,287.20 d) Subordinatedliabilities 2975.76 9,763.86 e) Othe! financial liabilities 70,6;17.75

Non-financial Liebilities 781.54 &.47 at Current tax liabilities (net) 3b32.99 2,106.20 b) Provisions 40.01 c) Deferred tax liabilities (net) a)1 \, 379.79 d) Odrer non-financial liabilities

3 ESurty 4,070.37 4,M.67 a) Equity sharc capital b) Other equtty 1 ,-t1,707 .76 ,920.58

164 of 249 See accompanying notes to financial results MUIHOOT RNANCE LMITED Redstered ard Corporate Office:2nd Roor, Muthoot Chambers, Opposit€ Saritha Theatr€ Comple|' Ban€rii Roa4 Kochi - 582 m& India. CIN : L6590KL1997PLCI)113fl) Ph" No. : O{E4 2396476, fax No. : (N84 23965(b. W€bsite : www.muthoodinance.conc Email : mails@muthootgmup,com

Audited Standalone Cash flow Statement for the vear ended Manh 31, ZI20 Rs. in MiUions Y€d end€d Mrch gL ZZt Y€|r sded Mrci 31, Ztl9 Pardcolds (Audttcd) (Audtd) ,d Cash flow from Operatint rctivities Profit befor€ tax 40,574.10 9,76f.16 Adiustments to rffoncile profit bdorc tax to net cash flows: Depreciation, amodisation and impairment 430.89 420.86 lmDairment on finarcial instrumefts 7.28 275.4 Finance cost 27,[email protected] 22,36f.44 (Profit)/ t ss on sale of mutual funds (628.s8) (,r80.s0) Loss on sale of Property, plant ard equipment 0.G 3.80 Provision for Gratuity 153.50 135.21, Provision for ComDensated absences 137.78 1,6.13 Provision for Employee benefit expense . Share based paymets for 31.03 47.69 employees lnterest income on investments (278.66) (126.13) Dividmd income (u.32) Untealised gain on investment (6.e6) Operating Pmfit Sdore Worting Cipital Chattes 69,197.4 534D.14 Adirstme s fon (hcrease) / Decrease in Trade receivables 173.28 @.42 (Increase)/Decrcase in Bank balances other than cash and cash (t,"139.52) equivalmts 97.71 (lncrease),/ Decrease in Loans (763n.rc) (54,78.33) (lncrease)/ Decrease in Otler financial assets 59.06 "tm.72 (lncrease),/ Decrease in Other non-financial assets (106.26\ (68.11) lncrease/(Decr€ase) in Other financial liabilities (410.3s) $2s.6n Increase/(Decrease) in Other non financial liabilities t.5J (1e4.70) lncrease/ (Decrease) in Trade payables 551.01 395.10 lncreasel(Decrease) in Provisions (102.s0) Cash tenerated from operations (6215.94) (1,48i,..721 Finance cogt pairt (26,762.t') (8,7*.42) Incorr€ tax pard (10,201.93) (11,357.52t Net cash from/ (used in) operating activiti€s (4,5fi22) (38J80.56)

B. Cash flow from Investint activities Purchase of Property, plant and equiprnent and intangible assets (n9.o3\ (612.O2) Proceeds from sale of Propert, plant and equiprnent 3.65 2.79 (lncrease)/Decrease in Investment in mutual furds (Net) (3,377.42) 780.47 (lncrease)/Decrease in lnvestments at amortised cost 606.m (595.80) lnvestments in unquoted equity shares (241.78) gso.m) Acquisition of shar€s in subsidiaries (559.84) (4,752--99 lnvestnents in quod equity shar6 (249.39) Interest received on investmeflts ?f,0.7E 76.41 Dividend income n32 Net cash from/ (used in) investing activities e,8.n) (sr48"80)

C Cesh flow fmm Finencing activities Proceeds from issue of equity share capital 18.76 30.71 hcrease / (decrease) in debt securities 19,675.77 28,"t13.a9 tncrease ,/ (decrease) in borrowings (other than debt securities) 81J08.57 35,M7.27 lncrease ,/ (decrcase) h subordinated tiabilities (1,3'\7.@) (6,s7e.4n Dividend paid (including dividend distribution tax) (13,045.60) Net cash from/ (used in) financing activities 6,7t9.7s 57,m24/J

D. Net hcreasd(d€(rease) in cash and cash equivatents (42ffi\ 37,910.82 7a{lz9{ Cash and cash equivdlents at Apr 01, 2019/ Apr 0l, 20(b.y)-7()\ :rNANcE L\$JqIt5{.e1 C.rsh rnd c.sh equivrlents .t Melch 3L W uilchsrl&lg /165 .1 of 249Y\ A\g#n 101 ',jj;--"- 17.13435 See accompanying notes to financi,al results U9/#'tr MUTHOOT FINANCE LIMITED Rcgistered and Corporate Office: 2nd Floor, Muthoot Chamben, Oppdite Serithr Thestre Conpler, Banerji Road, Kochi - 6E2 01E, lndia. CIN: L659l0KLl997PLC0r 1300 Ph. No.: 04E4 2396478, Fax No.: 0484 2396506, Website: www.muthootfinancccom, f,msil: [email protected]

Notes: l. The above financial results have been reviewed by the Audit Committee and approved by the Board

of Directors at their respective meetings held on June I 6, 2020 and June l7 , 2020 .

L. The Company has adopted Indian Accounting Standards ('Ind AS') as notified under Section 133 of the Companies Act 2013 ('the Act') read with the Companies (Indian Accounting Standards) Rules 2015 from April l, 2018.

Provision created on loan assets in earlier periods which is in excess ofthe amounts deternined and adjusted against such assets as imFairrnent loss on application ofexpected credit loss method as per lnd AS 109 ('Financial Instruments') as at March 3 l, 2020, has been retained in the books ofaccount as a matter ofprudence and carried under 'Provisions' in the Balance Sheet. In accordance with the regulatory guidance on implementation oflnd AS issued by RBI on March 13, 2020, the company has computed provisions as per extant Income Recognition Asset Classification and Provisioning (IRACP) norms issued by RBI solely for comparative puposes as specified therein. The aggregate impairment loss on application of expected credit loss mahod as per lnd AS, as stated above, is more than the provisioning required under IRACP norms (including standard asset provisioning).

These financial results may require further adjustnents, if any, nec€ssitated by frrther guidelines/ clarifications/ directions issued in the future by RBI, Ministry of Corporate Affairs or other regulators, which will be implemented as and when the same are issued./ made applicable.

5- There has been no significant impact on the operations and fimncial position of the company on account of the outbreak of the COVID-l9 pandemic and the consequential lock-down restrictions imposed by the Government. ln accordance with the regularory package announced by RBI, the company has o{Iered an optional moratorium on payment of loan instalments falling due berween March l, 2020 and August 31,2020. Based on an ass€ssment of the situation, the company considers that fte impairment loss/ provision as stated in Note No 2 above, is adequate to cover any future uncertainties.

4. The Company operates mainly in the business of financing and accordingly there are no separat€ reportable operating segments as per Ind AS 108 - Operating Segrnents.

5. During the quarter ended March 3 l, 2020, the Company had allotted 63,625 equity shares under the 'Muthoot ESOP 2013 Scherne'. No ernployee stock options were granted by the Company during the quarter. For MUTH00T itNANCE ffiy k'. 166 of 249 The Company has maintained requisite full assa cover by way of mortgage of immovable property and pari passu floating charge on current assets, book debts and loans & advances of the Company on its Secured Listed Non- Convertible Debentures aggregating to Rs. 96,840.45 Million at prilcipal value as at March 31, 2020.

7. As on March 31, 2020, the Company holds 2,100,000 equity shares ofNepalese Rupee l00A each in United Finance Limite4 Nepal. The management does not have significant influence over the cntity as spccificd in lnd AS-28 - Invcstncrts in Associatcs and Joht Vcntucs; and has clcctcd to recognise and measure the investrnent at fair value through OCI as per the requiremorts oflnd AS 109 - Financial Instruments.

In accordance with the provisions of Section I I5BAA ofthe Income Tax Acq 1961, the Company has opted to pay income tax at a redu cd rate of 22o/o $t lus surcharge @ I 0olo and cess @ 4%) with effect from the current financial year (as against earlier rate of307"plus surcharge @ l27o and cess @ 4olo). Consequently, tax expense for the year comprising current and defened tax as per Indian Accounting Standards (ND AS -12) (Income Taxes) have been recognized using the reduced tax rates ryplicable.

9. The Company had issued 6.125% Senior Secured Notes amounting to USD 450 million on October 31,2019 and has issued 4.4% Senior Secured Notes amounting to USD 550 million on Maroh 2, 2020 under a USD 2 billion Global Medium Term Note Programme pursuant to Regularion l44A / Regulation S ofthe U.S. Securities Act, 1933. These Notes are listed on the Intemational Securities Market of London Stock Exchange.

The company has hedged the foreign crurenry exposure on foreigt currency bonowings (including interest payable) issued under the Global Medium-Term Note Programme with derivative conbacts during quarters ended December 31,2019 and March 31,2020. During the current quarter, the company has assessed the hedge effectiveness of the derivative contracts entered into during the year and adopted hedge accounting as perrnitted under Ind AS 109 Financial Instruments. The impact of consequential changes made in the results for the preceding quarter is not material.

10. The Board has declared an interim dividend of Rs. 15 per share for the year ended March 3l,2020 on March 17 - 2020.

I 1. The inforrnation pursuant to regulation 52(4) and 52(6) ofSEBI (Listing Obligations and Disclosure Requirernents) Regulations, 2015 are given in Annexure A.

12. The disclosures pertaining to firnds raised by issuance ofdebt securities by Large Corporates as per SEBI Circular No SEBVHO/DDHS/CIR/P/2018/144 dated November 26,2Ol8 are givur in Anno.-ure B.

13. I The figures for the quarter ended March 31,2020 and March 31, 2019 are the balancing figures between audited figures in respect of the full financial year and the published year to date figures up to nine months of relevant financial year (adjusted as stated in Note No 9 above), which were subjected to limited review by the- --*'ll-auditors. *.,,rrnnr FTNANOE LIMITED fut fvru | | !v-, ,-_---___.._..>/

167 of 249 la. Pruvios pcriod figucs havo ba rcgropd / rcctassitrd whcrcvcr noccssay to cotrfsm b cornnt paiodpresomio"

By md on bchalf of thc Bord of Dircctors Fc Mrltoot Finance Limitcd

Kochi Jrrc11,2020 DIN:00016787

168 of 249 Anncrure.A

Additional disclosures required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

(a) Credit rating and change in credit rating (ifany):-

Sl. No Perticulars As et March 31. 2020 As at March 31.2019

Commercial paper CRISIL AI+. ICRA AI+ CRISIL AI+, ICRA AI+

z Bant Loans-Working Capital ICRA AI+ ICRA AI+ Demand Loans

3 Banl Loans4ash Credit ICRA AA(Stable) ICRA AA(Stable)

Banl Term Lmns ICRA AA(S{rSle} I€RA AA(Srsble)

5 Non-Convertible Debentures- CRISIL AA/Positive, CRISIL AA (Stable), Long term ICRA AA(Stable) ICRA AA(Stable)

6 Subordinat€d Debt CRISIL AA./Positrve, CRISIL AA (Stable), ICRA AA(Stable) ICRA AA (Stable)

(b) Debt-Equrty Ratio (Standalone):

As at March 31. 2020 As at Mrrch 31. 2019

Debt-Equity Ratio 3.21 2.74

(c) Previous due date for the payment of interest/ dividend for non-convertible redeemable preference shareV repayment of pnncipal of non-convertible preference shares/ non-convertible debt securities for the period and whethor the same hss been paid or not:

The Company has not issued any preference shares.

169 of 249 Previous du€ &tes for paynrent of urterest ard repayment of principal of non-convertible deLrt rcurities for the half year ended March 3 I , 2O20 are as under:

Sl No. Series Type(Interest/ Principal) Previous due date for payment lnterest December 4, 2019

1 INE4l4G08223 Principal December 4, 20 1 9 Int€rest Fe&'.txv 4.247O z INE4l4G0823l Principal February 4, 2020 lnter€st December 27.2019 INE4l4G07878 Principal December 27 ,2019 lnterest December 27, 2019

4 rNE4 r 4G07902 Principal December 27,2019 Interest Decernber 27. 2019 ) INE414G079ll4 Principal December 27. 2019 6 INE4l4G07977 Interest March 2,2020 7 INE4I4GO7AH4 Interest March Z 2020 8 INE4I4GO7AK8 lnterest October 14. 2019 9 INE4I4GOTAS I lnt€rest March 2.2O20 l0 INE4I4GO7AV5 Interest Jznuary 20,2Q20 INE4I4GO7BC3 lnterest March 2,2020 lnterest lmuw3O.2.A2O 12 INE4I4GO7BP5 ftincioal Januarv 30, 2020 I.' INE4I4GO7BO3 lnterest March 2, 2020 lnterest Januarv 30. 2020 t4 INE4I4GO7BS9 Princioal Jmuary 30,2020 l5 INE4I4CO7BT7 lnt€rest Januarv 3O. 2O2O lnterest Januarv 30, 2020 l6 INE4I4GO7BX9 Prrrcrpal January 30, 2020 t7 INE4I4GO7BZ4 lnterest March2.2O2O l8 INE4I4GO7CA5 lnterest March 2.2020 t9 INE4l4GO7Cl8 Intercst M^rch 2,2O2O .,n INE4I4GO7CJ6 lnterest March 2. 2020 2l INE4I4GO7CK4 Interest March2,ZOZQ 22 INE4I4GOTDB 1 lnterest March 2,2020 INE4I4GO7DC9 lnterest March2.2020 INE414&7DD? lnterest March2-2O2O 25 INE4I4GO7DE5 lnter€st March 20, 2020 26 INE4I4GO7DF2 Interest March 20. 2020 27 INE414GO7DGO Interest March 20. 2020 28 INE4I4GO7DH8 lnterest iN'.arch 2,2020 29 INE414@7DI6 hter€st March 2, 2020 30 INE4I4OO7DJ4 Interest March2.2020 JI INE4I4GO7DT3 lnterest March 2,2020 INE414GO7DUI Interest March 2, 2020 !l INE4I4GO7DV9 Interest March 2. 2020 u{E414@7EtI6 r"re€* ZDg<+\ Mareh 2.2O2O /Z"-NAG. r-s7 \t-\ /\ ll-""-'''r, |(octtl'l! 170 of 249 \-; 35 INE4I4CO7EI4 Intsrcst March2-ZO?0 JO INE4I4GO7EJ2 Interest March2,2O20 INE4l4GO90rs Interest March 26.2O2O 38 INE4I4GO7CU3 Interest Mtch2-2020 39 INE4 I 4C,07CV I Interest November 22. 2019 40 INE4I4GO7CW9 Interest Marchz.zgm 4l INE4l,lco?CX7 Interest November 22. 2019 The pinciJnl and or interest amounls on the above non-convertihle deht secarities vere paid on due dale as per tems of issue of rcspective prospectus.

(d) Next due date for the paymont of interesV dividend of non-convertible prefererre sharoV non- convertible debt secuntreV principal along with the amount of interest/ dividend of non-converuble preference slwes/ non-convertible debt securities payable and the redemption amount;

The Company has not issued any preference shares.

The n€xt due dates for paynent of mt€r€st and prnrcipal of non-convernble debt securities for the penod April 0 I , 2020 to September 30, 2020 are as rnder:

Type (Interest/ Amount (Rs.in Next due date for Sl No. Series Principsl) Millions) Dryment Interest 020 April | ,2O2O Intercst O:14 lfill23.nm I lNE4t 4G07977 Principal 23.45 Aorll23,2020 Interest 2.50 April23,2020 2 INE4I4GO7AA9 Principal 23.84 Awll23-2020

lnterest 7 .99 Aorll23,2O2O j tr\tE4r4COTAEl Primifd r't'rr Avll2},2Uo Apr-20, June-20, Aug- 20 & Sep-20 (l st of Inter€st 0.09 each Month) May-20 & July-2O (lst INE414GO7AH4 Iotercst 0-09 of eE h Montb) Apr-20, June-2o, Aug- 20 & Sep-20 (1st of Interest 0.1 I each Month) May-20 & July-20 (l st 5 INE4l4@7ASl hrt€rest 0. to of cac,h Month) Apr-20, Jue20, Aug- 20 & Sep-20 (l st of Interest 0.13 each Month) May-20 & July-2O (l st 6 INE414GO7BC3 hterest 0.13 ofeach Month) 7 INE4I4GO7BF6 Interest | .t7 Mav l2-202O Apr-20, June-20, Aug- 20 & Sep20 (l st of 8 INE4I4GO7BO3 Interest ffi:,m 0.85 each Month) A'r@ z-\ 171 of 249 (*') May-20 & July-2O (lst Interest 082 of each Month) Apr-20&June-2o(lst Interest 4.94 of each Month) Interest 4.79 May I , 2020 Interest J.O/ Jrme 24,2020 9 INE4I4GO7BZ4 Principal 686.83 l,ne 24,2A2O Apr-20, June-2o, Aug- 20 & Sep-20 (l st of Int€rest 453 each Month) May-20 & July-2O (l st to INE4I 4GO7CA5 Interest 4.39 ofeach Month) Interest 1242.87 Aprtl24,2020 Interest 207 .7 | hne 24,2O2O INE4l4G07CCl Principal t4204.28 Iune 24,2020 12 INE4I4GO7CD9 lnterest 171.50 Aprll24,2020 Interest Jtxle24,2O2O INE4I4GOTCHO Principal 380.28 Iwl€ 24,2020 lnterest 0.84 Apnl l , 2020 Interest 0.49 Aprtl 19,2020 t4 INE4I4GO7CI8 Principa.l I 19.83 Aprll19,2020 Apr-2O, Jme-2Q Aug- 20 & Sep-20 (l st of lnterest L95 each Month) May-20 & July-2O (lst l5 INE4I4GO7CJ6 Interest I .89 of each Month) Apr-20, June-20, Aug- 20&Sep-20(lstof Interest 4.t9 each Month) May-20 & July-20 (lst l6 INE4I4GO7CK4 lxterest 4.05 ofeach Month) lnterest 60.87 Aprrl 19,2A2O t7 INE4I4GO7CL2 Principal 7 t6.ll April19,2020 l8 INE4I4GOTCMO Interest 1629.65 April 19, 2020 19 INE4 l4C,07CN8 Interest 649.67 April 19, 2020 Interest 15.13 Aprll19,2020 20 INE4I4GO7CP3 Principal 88.07 April 19,2O2O Apr-2Q Jmc-20, Aug- 20 & Sep-20 (l st of Interest 3.14 each Month) May-20 & July-2O (t st 2l INE4I4GOTDBI Interest 3.04 of each Month) Apr-20, June-2O. Aug- 20 & Sep-20 (l st of Interest ,4, h.. 6.39 each Month) //Y XA\ May-20 & July-2O (lst 22 INE4I4GO7DC9 Interest llil r" :"'., o l* ll 6.19 ofeach Month) x--x

172 of 249 Apr-20, Jme-20, Aug- 20 & Sep20 (l st of Interest 9.14 each Month) May-20 & July-2O (l st INE4l4C,07DD7 Interest 8.84 of each Month) Apr-20, Jme-20, Aug- 20 & Sep-20 (l st of Interest 5.70 each Month) May-20 & July-2O (l st INE4I4GO7DH8 Interest 5.52 of each Month) Apr-20, Jue-20, Aug- 20 & Sep-20 (l st of Interest 7.01 each Month) May-20 & July-20 (lst 2) INE4I4C'O7DI6 Interest otv of each Month) Apr-20, June-20, Aug- 20 & Sep-20 (l st of Interest 8.74 each Month) May-20 & July-2O (l st 26 INE4 I 4GO7DJ4 Interest 8.46 of each Month) 27 INE4l4C|07DK2 Interest 89.86 Jw]€ 14,2020 ?a lNE4l4CO7DL0 lnterest 69.49 June 14, 2020 29 INE4I4GO7DM8 Interest 179.47 June 14, 2020 Apr-20, June-20, Aug- 20 & Sep20 (l st of Interest J )/ each Month) May-20&JuJy-20(lst JU INE4I4GO7DT3 Interest 3.45 of each Month) Apr-20, June-20, Aug- 20 & Sep-20 (l st of Interest 4.32 each Month) May-20 & July-2O (l st JI INE414GO7DU I Interest 4.18 ofeach Month) Apr-20. June-20, Aug- 20 & Sep-20 (lst of Interest 7 .42 each Month) May-20 & July-2O (lst JZ INE4I4GO7DV9 htcrcst 7.18 of cach Month) Apr-20, June-20, Aug- 20 & Sep-20 (l st of Inter€st 5.00 each Month) May-20 & July-20 (l st INE414@78H6 A$er€st 4.84 of€ach Month) Apr-20, Jrme-20, Aug- 20 & Sep-20 (lst of Interest @ N 440 each Month) May-20 & July-20 (l st 34 INE4I4GO7EI4 (;1-"""'' ,); hlqrest 4.26 of each Month) \,1

173 of 249 Apr-20, June-2O, Aug- 20 & Sep-20 (l st of lnterest 6.76 each Month) May-20 & July-2O (l st J) INE4I4GO7EJ2 Interest 6.54 of each Month) Interest t93.46 Jtrlv 2.2O2O 36 INE4 I 4C'08249 hincioal 193.46 Ju'lv2.N2O rNE4 r 4C07CS7 lnterest t70.63 Iuly 26,2020 lnterest 205.90 l'.ll:,e 22,2020 38 INE4I4GO7CT5 Principal 2500 Jrne 22,2020 Apr-20, June-2O, Aug- 20 & Sep-20 (lst of Interest 0.94 each Month) May-20 & July-20 (l st 39 INE4l4CI07CU3 Interest 0.91 of each Month) Apr-20, June-20, Aug- 20& Sep20 (l st of Interest 7.24 each Month) May-20 & July-20 (lst 40 INE4I4GO7CW9 Interest 7.01 of each Month) 4l INE4I4GO7DR7 lnterest 550.00 Sept€mber 6, 2020 42 INE4I4GO7DS5 Interest 200 00 September 6, 2020 The printipul u L or interest o uunt" u, date(s) as per terms of issue of respective prospechrs.

(e) (i) Capital Redemption Reserve as at March 31, 2020: NIL

(ii) Debenture Redemption pursuant Reserve (standarone): to Rule rg(7)(b)(iii) of the compames (Share capital and Debentures) Rules,2014, as amended vide the companies (Share capital and Debentures) Amendment Rules, 2019, the company, being an NBFC registered with the Reserve Bank krdia of under Section 45 IA of the RBI Act, 1934, is not required to creat€ a Debenh'e Redemption Reserve' in respoct public of issue of debentures and debentues issued by rt on a private placement basis.

(f) Net Worth (Standalone):

INR (Rs. in Millions) March 31.2(n0 March 31.2019 Net Wonh I,15,718.13 97 ,927 .t9

174 of 249 (g) Net Profit after tax (Standalone):

INR (Rs. in Millions) FY2|nO FY 2019

Net Profit after tax 30,183.00 19,72t.42

(h) Earnines Per Shrc (Standalone):

INR (Rs.) FY2(nO FY 2019

Basic 75.31 49.27

Diluted 7 5.21 49.18

175 of 249 Annexure-B

Disclosures p€rteining to fund reising by issuance ofDebt Securities by l,arge corporate:

The company, as po the SEBI Circular No SEBVHO/DDHS/C[R/P/20181144 dated November 26, 2018 and as per the 'Large definitions therein is classihed as a Corporate'. Hence company is required to disclose the followrng information about its borrowines.

Initial Disclosulg as per Annexure- 'A' filed for the FyZ)19 -20: Sl. No. Particulars Details 1 Name of the comoanv Muthoot Finance Limited CIN L65910KL7997PLC01 1300 Outstanding borrowing of J corrpany as on 31st IVIarch Z)19 (in Rs. millions) 269,222.94 Highest Credit Rating During (i)ICRA 4 the previous Fy AAlstable from ICRA Ltd & along with name of the Gedit Rating Agency (ii)CRISIL AAlstable from CRISIL Ltd Name of Stock Exchange in which the fine shall be 5 paicl, in case of shortfall in the required borrowing BSE Limitect under the framework

(iD Initial Disclosure as per Annexure- 'A' for the FyZ|i?0 -Zl: sl. No. Parficulars Details 1 Name of the corrpany Muthoot Finance Linited z CIN L659IOKL1,997PLC01 1300 Outstanding borrowing o1 conpany as on 31st March 2020 (in Rs. millions) 372375.18 (i)ICRA AAlStable frour Highest Credit Rating During the previous Fy ICRA Ltd & ^ along with name of the Credit Rating Agency (ii)CRISIL AAlPositive from CRISIL Ltd Name of Stock Exchange in which the fine shall be 5 paid in case of shortfall in the required borrowing BSE Limited trnder the framework A W176 of 249 Auurl dircl,ocure as lrcr ADlcrur} 81 for FY20l$ 20:

Rs. In SL No Particulen Millions I Incremental borrowing done in FY 2019-20(a\ 47.866.67 Mandatory bonowing to be done through issuance of debt 1r,966.67 securitix {b) : (25% of(a)) Actual bonowings done tlrough debt seffrities fu FY20l9- J 35,265.24 20( c) Shortfall in the mandatory bonowing through debt 4 Nil s€curities, if anv (d) : (b) - (c) Reasons for short fall, ifany, in mandatory borrowings 5 N.A through debt securities

Not6:

1. "Outstanding bonowing" is the principal amount ofborrowings excluding accrued interest.

2. "Incremental Borrowing" represents any bonowing done during a particular financial year, of original maturity of more than I year, irrespective of whether such borrowing is of refinancing/repayment ofexisting debt or otherwise and excludes external commercial borrowings and inter-corporate borrowings between parent and subsidiary(ies).

177 of 249 qb-,- dt %;--,* Chartargd accouniant!

INDEPENDENT AUDITOR'S REPORT

TO TIIE MEMBERS OF MUTI{OOT FINANCE LIIIIITED Report on the Audit of the StandaloDe Finatrcial Statements

Opiniotr

We have audited the accompanying standalone financial statements ofMuthoot Finance Limited ('1he Company"), which comprise the Balance Sheet as at 3l,rMarch 2019, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and Satement of Cash Flows for the year ended on that date, and the notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

ln our opinion and to the best ofour information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ('the Acf') in the manner so requircd and give a true and fair view in conformity with thc accounting principles generally accepted in lndia, ofthe state of affairs ofthe Company as at March 31,2019, its Profit, total comprehensive income, changes in equity and its cash flows lor the year ended on that date. Basis for Opinion We conducted our audit in accordance with the Standards on Auditing (SAs) specitied under section 143(10) ofthe Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Fhcincial Statcnlents section ofourrepon. We are independent ofthe Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants oflndia together with the ethical requirements that are relevant to our audit ofthe financial statements under the provisions oftht3 Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code ofEthics. We believe that the audit evidence we have obtained is sufncient and appropriate to provide a basis for our opinion. Key Audit Matters

Key audit matte$ are those matters that, in our prof'essionaljudgement werc ofmost significa[cc in our audit ofthe financial statements ofthe cunent period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming ouf opinio| thereon, and we do not provide a separate opinion on these matters.

178 of 249 qh'-r- gf %;.'-,- Charteasd Accounta a

Audit Matters How addressed in Aldit Indian Accorrnting Standards We have eualuate- flnd_ _ thi Ginagenrentt AS) as specified process under Seqion l3J of and tested key controls around the the_Act. determinarion - read with relevant rules there of eipecred tos under have attowances. been made mandatorilv including controls relating"r"Jir' tu: applicable for specjfi ed Non_Bankine - lhe idenrificalion of erents leadirig ro trnance-Companies srgnrttcanl a applicable witi increase in risk and credit errect from April lsr, 2018 and rmparrment events; and cohse-quently these standalone The.determination Ilnanclal - ofthe impaired creorr Statements have been prepared by ross a owfices and the key assumptions the management in Inctuding probabiliry compltance of delault and loss with the Ind AS grven defaujt Immework. on a forward looking basis As against the navrng regard lo hisrorical experienies. provisioning norms earli-er p.escribej oy Reserve Bank of India and adooted by^the_company We understoodu,rucrsruuo andano assesse.tassessed in prior years, Ind-AS appropnaleness me ruy (lrnancial of lhe impairnrcnr lnslruments) requires metnodotogy rhe.Lompany developed and used by the to recognise Expected managemenr credrt at rheenrity level. This inciuded Loss (ECL) on financial issers- whlch involves application :::::tl.".s . appropriareness of hey of 'h:.We resred srgnttlcant judgement Irl:gemenrs. rhe accuracy of ke5 and estimafes oala Inputs and rncruorng.use of calculations used in this key assunptions such regard. as protlabtllty ofdefault and loss given lve-folnd that these key conrrols as above, were_.desrgned. 45 _implemented and operaled *:fer . fo]e to rhe Srandatone efleclively. """f irnancrat Statements iherefo.e fr"* relance "ndthese on key controls lor"*o me purposes ol our audit of tCL and impairmenl ross allowances

C^om plereness Tjd-e"tiEAtlo,r \tte huue assersed-rh. accounting and disclosure sysemi andJ.ocGe. of retatJ bf th" company pan) transattions in accordance ro appiopriar.ry with lhe idenrify.i::l.::Jv1 accounr appllcable laws and financial a;r"r"..-iji'irr"rill repOninq reratect pan) -a jn rmmework. transactions accordance wrth :1"1'::o': hy.: and financiat reportjns rraTe\.\orf . We have designej Lefer .fote J8 ro rhe Sandalone and rrnanctal statemenls Perrormed arjdit procedures in accordanee wllh lhe.guidelines laid down b) ICA| in rhe Audirins {sA ssoi i" iJ""riry. assess:::^111,"" and rcspond to lhe risks of materrcl

179 of 249 qb-r* gt q;..r- Chanerod Accountanla

How addresse6 inludir- m isstatemenr a.ising i.o-lli6iil.s6iiii ro appropriatel) accounl for or disclose material relared pan) rransactions q,hich rnciudes obtajning necessary approrals al appropflale stages of such transactions as manoated b) applicabje laus and rcgulations. the company has rn.atEial un-nain posrtrons ax_- We have obtained details of coiplercdE including maters under assessments and demands for the year dispure which invotves signilicani ended ,,1",:" ,'. zut9 trom management. we Juogement to determine the possible oDutned outcome opinion of expens and also of these disputes. constdered legal precedence and olner 37 ruttngs in evalualjng management.s positron I."ft, .lo^,. ro the Standalone on rhese uncertain tax posilions. rrnanclat Statements

Key Information tecfrnology 11 Ne obrained un -,,nae.sEiaGs systems in financial reporting ofl. _used Llmpany_s lT contlol environment process..The company,s and key operational ani changes during the rnanctat processes audit period ,f,u, rnu5 A" are dependent on IT relevant to lhe audir systems due to large volume of tmnsactions that are processed dailv. We resled lhe design. implementarion Accordingly, ouI audit was focused and on opemting_effecliveness of the company.s key IT systems and controis due to the uenerat | | corlrols pervasrve tmpact over lhe key lT syslems on the financial wnrcn are critical statements. lo financial reponing.

We also tcsted key automated ahd manual controis and logic for slsrem generated reports relevant to the audit lhat wouto the fi nancial statements.

standalone Financiab li':'J"1'3r1"?ttfi#anothr statemerts and Auditor's Report

j^",lttt Board. of Directors is responsible IX: tbr the orher information. The other in. the c"'p"'"i;6';;;i;;:rilu,-a', n"pon. il;[:*lI"#iJJ:T"f"J:Til1i:l icruded ,rnnuuir n"po.roiii. ii';il;ffi *ff:lil frl r1:?:lrT"l"#,";T,"""iff:ii:T"nJ*

180 of 249 %.-..-g%6--t- Chanerd Accountantg

statements and our auditor's rcport thereon. The reports containing the oth€r information as above are expected to be made available to us after the date ofthis auditor's report.

Our opinion on the financial statements does not cover the other information and we will not express any form ofassurance conclusion thereon.

ln connection with our audit ofthe financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the reports containing the other information, if we conclude that there is a material misstatement therein, we arc required to communicate the matter to those charged with govemance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements.

The Company's Board of Directors is responsible for the matters stated in section I 34(5) of the Act with respect to the prepamtion ofthese standalone financial statements that give a true and fairview ofthe financial position, financial p€rformance including other comprehensive income, changes in equity and cash flows ofthe Company in accordance with the accounting principles genemlly accepted in India, including the Indian Accounting Standards specified under section 133 ofthe Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions ofthe Act for safeguarding ofthe assets ofthe Company and for preventing and detecting fiauds and other irregularities; selection and application ofappropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate intemal financial controls, that were operating effectively for ensuring the accumcy and completeness of the accounting rccords, rclevant to the preparatjon and presentation ofthe financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concem basis ofaccounting unless management either intends to liquidatc the Company or to cease operations, or has no rcalistic altemative but to do so. Those Board of Directors are responsible for overseeing the Company's financial reporting process.

181 of 249 qr'-,* gt Zb-r* Chartered Accountants

Auditor's Responsibilities for the Audit ofthe Financial Statemetrts our objectives are to obtain reasonable assurance about whether the financial statements as a whole are fiee from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes ouropinion. Reasonable assumnce is a high level- of assurance, out rs not a guar,lntee that an audit conducted in accordance with SAs will always detect a material mrsstatement when it exists. Misstatements can arise from fraud or error and are considered material. if,.individually or in the aggregate, they could reasonably be expected to influence rhe economic decisions ofusets taken on the basis ofthese financial itatements. As part ofan audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also: . Identify and assess the risks of material misstatement of the financiat starements, whether due to fraud or enor, design and perform audit pr.ocedures responsive to those dsks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resuiting from fraud is higher ihan for one resulting from error, as fraud may involve coll-usion, forgery, intentional omissions, misrepresentations, or the override ofintemal controt. . Obtain an understanding ofintemal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3Xi) ofihe Act, we are also responsible for expressing ou r opin ion on whetherthe company hasadequatc intemal financial controls system in place and the operating effeiriveness of such controls, . Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. . Conclude on the appropriateness of management,s use of the going concem basis of accounting and, based on the audit evidence obtained, whether a material uncertainly exists related to events or conditions that may cast significant doubt on the Company': ability to continue as a going concem. If we concludJthat a material unccrtainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor,s report. Howevet future events or conditions may cause the Company to cease to continue as a going concern. . Evaluate the overall presentation, structure and content of the financial statements including the disclosures, and whether the financial stalements represent the underlying transactions and events in a manner that achieves fair oresentation.

182 of 249 qb-r* gt%i'-,* Charter€d AccounLnts

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope ofour audit wo[k and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misslatements in the financial statements. We communicate with those charged with govemance regarding, among other matters, the planned scope and timing ofthe audit and significant audit findings, including any significant deficiencies in intemal control that we identify during our audit. We also provide those charged with govemance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably bethought to bear on our independence, and where applicable, related safeguards, From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the cufient period and are thereiore the key audit matters. We describe these matters in our auditor's rcport unless law or regulation precludes public disclosure about the matterorwhen, in extremely rare circumstances. we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 ('lhe Order"), issued by the Central Covemment of lndia in terms of sub-section (11) of section 143 ofthe Companies Act,20l3, we give in "Annexure A", a statement on the matters specified in paragraphs 3 and 4 ofthe Order, to the extent applicable. 2. As required by Section 143(3) ofthe Act, we report that: (a) We have sought and obtained all the information and explanations which to the best ofour knowledge and beliefwere necessary for the purposes ofour audit. (b) tn our opinion, proper books of account as requircd by law have been kept by the Company so far as it appears fiom our examination ofthose books (c) The Balance Sheet, the Statement ofPrcfit and Loss (including Other Comprehensive lncome), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books ofaccount. (d) In our opinion, the aforesaid standalone financial statements comply with the lndian Accounting Standards specified under Sectioh 133 of the Act read with relevant rules issued there under.

183 of 249 q;r-r* Eq;r-r- Chanored Accountants

(e) On the basis of the written representations r@eived from the directors as on 3lst March,2019 taken on record by the Board of Directors, none of the directors is disqualified as on 3lst March,2019 from being appointed as a director in terms of Section 164 (2) ofthe Act. (0 with respect to the adequacy ofthe intemal financial controls over financial statement reporting ofthe Company and the operating effectiveness ofsuch conftols, reler to our separate Report in "Annexure 8". (g) With resp€ct to the other matters to be included in the Auditor's Report in acco.dance with Section 197(t 6) of the Act, in our opinion and to the best of our in formation and according to the explanations given to us: the remuneration paid/ provided by the Company to its directors during the year is in accordance with the provisions ofsection 197 ofthe Act. (h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule I I ofthe Companies (Audit and Auditor9 Rules, 2014, in our opinion and to the best ofour information and according to the explanations given to us: i. The Company has disclosed the impact ofpending litigations on its financial position in its financial statements - ReferNote 37 to the financial statements ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. iii. There has been no delay in transferring amounts, required to be tmnsferred, to the lnvestor Education and Protection Fund by the Company.

Place: Kochi lJtflllS.lx^^u^ Date: May 13,2019 (v:3ArxY_Ar{ iaY^xtxl ""a:*tfiffiggr

184 of 249 q;'-r*gt%;r'-r*

Chart red Accounianta

AI{NEXURE 'A' REFERRED TO IN^PARAGRA}H I oN orHER LEGAL UNDER THE HEADING "REPORT AND nrc_uurony nronrrii"rii,"fti-.sroNnor_oru ouR INDEIENDENT AUDrroR,s REp_g-I-'l oF FTNANcTAL _o-l rvrN raft- oi.'i"rii. srArEMENrs or ruurnoor rrn;N6'ffi;#;oo ypon ENDED MARCH 31. 2Or9 ,sn

l. {a, fhe company is mainraininq recr ina.;,uu,i.,i oi'r,oJl";;;ii;ffi:X::1ff#,.r,ll;tlT;,'l;ro*r0""",'rativederals

(b) As informedto us, notall the fixl a,ring trr" year, bui th;;; ;-d#ffit6;,"":? i:#::ll:J:itit1ff .lH,:#"li resard to rhe ,r," C"_p".y'# assers. :::::il':"!:Ih,Intormed that no malerial "i,r,i ;;;#;'# we are discrepancies were noticed on such verification

(c) According to the information and.explanalions given to us, lhe rccords of the company examined by us and based on the detaits oitana."ra firlrai"g. the title i"i"i"i"iii'Ji uy,r," deeds of immovabte proDerties are held in "oIr'puny, ; the "a;;';i;;;-Coiliiny. rn ."rp""t or ::ff [JlHxlf ,ifi:ix'#:?il::.J,llT ;;#;;;iliiiiJ"]',r,",i,,; a".a,

2 The is a Non-Banking Finance Company and has -Company not dealt with any goods and the not hotd inventory-dr.rring ,i.^ p.ri"a '.1"*raingty, reponrng:^TllI rcquirement1"1 .any tt under clause (ii) ofparagiapn : of*e Oiaer""J". i,""iir. ,oi'uppri"uUf". " 3. According to the information and explanations given to us and the examined records ofthe company by us, the ComDanv has granted loins (both subsidiary,companies ."""."J-rnj-uir"""."0; ,o ,f,.." duringrhe year and the s"r" i, i" ,i" *gi.,i, ",iu,n,uin"o section 189 ofthe Acr """".a una.. il:,::ll;:Tr"""rl':lili.?llli,ip':l*ch roans are no'| prejudiciar ro rhe companv's interest are as per schedule u." ."grr*. rh;;*J;o";;;;'";:1ii.:'ot "nd stipulat;d;d

4. According to the infomation and explanations given to us and the records ofthe by us. lhe.company .i$ company :xar:ile.d has comptied.\4ir; the p;o;,r.*'"i lhe Act in respeo .""a""., rnd t86 of of granr ofloans and making i""iri^""ir."r';. n^ securitv for wh ict' .h."r p.ouislon, "o.pl'", "o, ,,r* lr ie.iion. iii'u'a r to ,r,. H f:"#tififi:.otided "r

5. The Company has not acceoted anv deposits.from rhe public during the year whrch attract the directives issued by the Reserve gank of tndi". e"ng I provisions N., i""'lirg iinul"l ao_pu"y , ,r," ofsections ?3 to 76 or any orherrer""ur, p"."irio^ oi,r,""e"iiniir," .ur", tiu,,'"a

185 of 249 qL--ra gq6r*- Charteard Accountanla

thereunder regarding acceptance of deposits are not applicable. Therefore, thc reponing requirement under clause (v) ofpara$aph 3 ofthe Order is not applicable.

6. To the best ofour knowledge and according to the information and explanations given to us. the Centlal Government has not prescribed the maintenance ofcost records under Section 148 ( | ) of the Act for the company at this stage.

7. (a) As per the information and explanations furnished to us and according to our examination of the recods of the Company, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employee's State lnsurance, lncome Tax, Sales Tax, Service Tax, Goods and Service Tax, Duty ofcustoms, Duty ofexcise, Value Added Tax, Cess and any other statutory dues, as applicable to the Company to the appropriate authorities during the year.

According to the information and explanations given to us, no undisputed statutory dues payable in respect of Provident Fund, Employees State lnsurance, lncome Tax, Sales Tax, Sewice Tax, Goods and Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other mate al statutory dues werc outstanding as at March 31, 2019, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records oftlre Company examined by us, there arc no disputed amounts due to be deposited of sales tax, Duty of Customs, Duty ofExcise or Value Added Tax as at March 31, 2019.

According to the information and explanations given to us the following disputed amounts of income ta,\ and service tax have not been deposited with the authorities as at March 31, 2019:

186 of 249 q6'-re gt qA-r* Chartor€d Accountanta

Nature ofdues Statute Amoutrt payable Period to which Forum where the (net of payments the amount dispute is made) relates pending Rs in millions

Service Tax Finance 40.0s 2003-2008 CESTAT (excluding interest) t994 (Bansalore) 21.87 2010-2013 CESTAT (Banealore) 3004.08 2007-2008 to CESTAT 2011-20t2 (Banealore) 2.31 2007 -20t3 Commissioner (Appeals), Kochi 1.08 2008-201 l CESTAT (Bangalore) 0.40 2013-2014 CESTAT (Banealore) t.01 2013-2014 High Court of Kerala 0.62 April- Commissioner September 2014 (ADDeals). Kochi 94.21 2014-20t 5 High Court of Kerala Income tax lncome Tax 26.15 AY 20 0- Commissione( of Act, l96l 181.04 AY 20 I- 2 Income l'ax 469.90 AY 20 2- 3 (Appeals) r06.43 AY 20 3- 4 852.73 AY 20 5 142.93 AY 20 6 261.65 AY 20 6- 7 AY 20 7- 8

187 of 249 7/.r-r- gt%;.-'r- ChaneFd Accountrdts

the records 8. In our opinion and according to the information and explanations given to us and of loans or of the iompany examined by us, the Company has not defaulted-in repayment borrowingsio dnancial institutions, banks, govemment or dues to debenture holders'

9. According to the information and explanations given to us and the-records ofthe Company and the term examined-by us, the moneys raised by way of public offer ofdebt instruments were raised' loans availei by the company have been applied for the purpose for which they

company carried out in 10. During the course ofour exarnination ofthe books and records ofthe to the accord-ance with generalty accepted auditing practices in lndia and according company information and e>l-planations given to us, there have been instances offraud on the ly it, lrnptoy""" u.ounting to Rs 33.52 millions as included in Note 5l to the standalone year' financial itatements. No fraud by the company has been noticed or reported during the nor have we been informed ofany such case by the management'

of the Company I l. According to the information and explanations given to us and the records with the examinediy us, managerial remuneration has been paid or provided in ac^cordance requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

under clause 12. The company is not a Nidhi Company. Accordingly' the reporting requirements (xii) ofparagraph 3 ofthe Order ale not applicable.

13. According to the information and explanations given to us and the records ofthc Company examined-byus,alltransactionswithth€relatedparticsareincompliancewithsectionslTT the and 188 ofihe ict, where applicable and the details have been disclosed in Note 38 to standalone financial statements as required by the applicable accounting standard'

14. The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the reporting requrrements under clause (xiv) ofparagraph 3 ofthe Order are not applicable'

l5.The company has not entered into any non-cash transactions with directors or peNons (xv) connectei with the directors. Accordingly, the reporting requirement under clause of paragraph 3 ofthe Order is not applicable.

16.The Company is engaged in the business of Non-Banking Financial Institution 6nd has obtained the iertificate ;fregistmtion under section 45-lA ofthe Reserve Bank oflndia Act' 1934. Place: Kochi Date: May 13,2019

188 of 249 qh,-r- gr %;.'-,- CharterBd Accountants

ANNEXTIRJ 'B' REFERRI]D TO IN PARAGRAPH 2(f) UNDER THE HEADING "REPORT ON OTHER LEGAI AND RJGI'LATORY REQUINOUTXTS' ON OUR INDEPENDI.]NT AI'DITOR'S R}PORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF MUTHOOT FINANCE LIMITED FOR THE YEAR ENDED MARCH 3I. 2019

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,2013 (..the Act',) we have audited the internal financiar control systems with rcference to standalone tinancial statements reporting of Muthoot Finance Limited (,,the Company,') as of March 31, 2019 in conjunction with our audit of the standalone financial statements oi the Company fo. the year ended on that date.

ManagemeDt's Responsibility for Internal Fi||ancisl Cor|trols

The Company's management is responsible for establishing and maintaining internal financial controls based on the intemal controls with reference to standalone financial statemenrs reoortrns criteria established by the company considering the essential components ofinternal controi statei in the Guidance Note on Audit oflntemal Financial Controls Over Financial Reportins issued by the Instirute ofcharrered Accountanrs oflndia ('lcAI'.). These responsibilities includeihe desi'n. implementation and maintenance of adequate intemal financiai controls that were oDerati-ns effectively for ensuring the orderly and efficient conduct of its business, including adherence rJ company's policies, the safeguarding of its assets, the prevention and detection of frauds and eFors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. Auditors' Respotrsibilify

Our responsibility is to express an opinion on the Company's internal financial controls systems with reference to financial statements reporting based on our audit. We conducted oul audit in accordance with the Guidance Note on Audit of Internal Financial Contols Over Finanoial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit ol internal financial controls, both applicable to an audit of lnternal Financial Controls and. both issued bv the ICAI. Those Standards and lhe Cuidance Nole require that *e comolv with cLhical requiremenls and plan and perform the audi! to obtain reasonable assurance about \ helher adequate intemal financial controls system with reference to financial statements reporting was established and maintained and ifsuch controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of rhe intemal financial controls system with reference to financial statements reporting and their operating effectiveness. Ou. audit of ibtemal financial controls system with reference to financial statements reporting included obtainingan understanding of intemal financial controls system with

189 of 249 qr'".* gtq6'-r* Chartorod Accountanta

reference to financial statements reporting, assessing the risk that a material weakness exists, and resting and evaluating the design and operating effectiveness of intemal control based on the assessed sk. The procedures selected depend on the auditor's judgernent, including the assessment ofthe risks ofmaterial misstatement ofthe financial statements. whether due to fraud ot ertor,

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis lor our audit opinion on the Company's intemal financial controls system with reference to fi nancial statements reporting.

Meaning oflnternll Financial Controls with referencc to Financial Statements reporting

A company's intemal financial controls system with refercnce to financial statements reporting is a process designed to provide reasonable assurance regarding the reliability offinancia! repofting and the preparation of financial statements for extemal purposes in accordance with generally accepted accounting principles. A company's internal financial controls system with reference to financial statements repo(ing includes those policies and procedllres that (l) pertain to the maintenance ofrecords that, in reasonable detail, accurately and fairly reflect the transactions and dispositions ofthe assets ofthe company; (2) provide reasonable assumnce that tmnsactrons are recorded as necessaty to permit preparation of financial statements in accordance with generally made accepted accounting priniiples, and that receipts and expenditures ofthe company are being (3) only'in accordance-with authorisations of management and directors of the- company; and pro'vide reasonable assurance regarding prevention ortimely detection ofunauthorised acquisition' irse, or disposition of the company's assets that could have a material effect on the financial statemen$. InhereDtLimitationsoflnternalFinancialcontro|swithreferencetoFinanciAlstatements reporting to financial Because ofthe inherent limitations ofinternal financial controls system with rcfetence override of statements rcporting, including the possibility of collusion or improper management error fraud may occur and not detected Also' controls, matirial ;isstatements due to or -be ofuny ofthe internal financial controls system with reference to financial ;.j*iiont financial controls stai"ments .epo.ting"uuluation to future petiods are subject to the risk that the intemal because of w.i".'*i ft to financial statemenL reponing may become inadequate in conaitions, or that the degree of compliance with the policies or Procedures may c'll-jes ""f"*-"ae deteriorate.

190 of 249 %.-r* gt%;.-.* ch. o|td Accorht ntt

Opitrior financial contrcls In our opinion, the Company has, in all material respects,-an adequate intemal linancial controls system system with rcference tohnancial statements reporting and such intemal March 3l' 2019' ;th refer€nce to financial statements reporting were operating effectively. as at criteria esrablished iu.} on-O" itrt"-uf with reference tJfinancial statements reporting *ntidering"o*rol the essenlial componenr of intemal control stated in rhe Guidance iu ifr" iorno-t lcAI' l.i#;"';il[;f i;;;;iFiianciat controls over Financial Reportins issued bv the

Place: Kochi 3* Date: May 13,2019 "iryiflf_ag$

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194 of 249 qb-r* gr %;'-'- Cha.telgd Accountants

II{DEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF MUTHOOT FINANCE LIMITED Report on the Audit ofthe Consolidated Financial Statements

OpinioD We have audited the accompanying consolidated financial statements of Muthoot Finance Limited (hereinafter refened to as the "Holding Company'') and its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group"),which comprise the consolidated Balance Sheet as at March 3 | 2019, the consolidated Statement of Profit and Loss (including Other Comprehensive Income), the consolidated Statement of Changes in Equity and consolidated Statement of Cash Flows for the year ended on that date, and the notes to the consolidated financial statements, including a summary of significant accounting policies and otherexplanatory information (hereinafter referred to as "the consolidated financial statements". In our opinion and to the best ofour information and according to the explanations given to us. the aforesaid consolidated financial statements give the information required by the Companies Act,2013 ('1he Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in lndia, ofthe consolidated state of affairs ofthe Group as at March 31, 2019, its consolidated Profit (including Other Comprehensive Income), consolidated changes in equity and its consolidated cash flows for the year ended on that date. Basis for Opinion We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act,2013. Our responsibilities under those Standards arc further described in the 'Auditor's Responsibilities for the Audit ofthe Consolidated Financial Statements' section ofour report. We are independent ofthe Group in accordance with the Code of Ethics issued by the lnstitute of Chartered Accountants of India together with the ethical requircments that are relevant to our audit ofthe financial staEments under the provisions ofthe Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audir evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the consolidated financial statements. Key Audit Matters

Keyaudit matters arethosematters that, in our professionalj udgement were ofmosl significance in our audit ofthe consolidated financial statements ofthe current period. These matters \\ere addressed in the context ofour audit ofthe consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these mafters.

195 of 249 Key Audit Matters with reference to the Holding Company

How addressed in Audit Indian Accounting Standards (lnd_ We have eraluared -h-idQiienE AS) as specified under Secrion tJ3 of paocess and tested key controls around the the Act, read with relevant rules there determination of expected credit loss under have been made mandatorilv allowances, including controls relating to: applicable for specifi The identification of events leadin-g ed Non-Bankins - -creditto a Finance Companies applicable witi significant increase in risk and impairment effecr from April i, 20t8 and events; and consequently these consolidated - The determination ofthe impaired credit financial statements have been loss allowances and the key assumptiorjs prepared by the management in inclr.rding probability of defaulr and loss compliance with the lnd AS given default framework. on a forward looking basrs As against the having regard to historical experienies. provisioning norms earlier prescribed by ReseNe Bank oflndia and adopted We understood and assessed by the Holding the Company in prior appropriateness of the impaimenr lnd-AS 109 (Financial Iears, methodology developed and used by ttre lnstruments) requires the Holding managementat theentity level. This included Company to recognise Expected credit assessrng the appropriateness key Loss (ECL) of on financial assets, which judgemenrs. We tesled hvolv€s rhe accuracy of kei application of significant oata Inputs and calculalions judgement used in this and estimates inclu-ding use regard. ofkey assumptions such as probabilitv ofdefault and loss given djfault We found that ihese key controls as abovc, wcre designed. implemented and Refe. Note ooeraled 5l to the Consolidated effeclively, and therefore have placed Financial Statements reliance on these key controls for rne purposes ofouraudit ofECL and impairmenr loss allowances

Complereness in identltication, We have assessed rhe sysr,;;;nd processe. accounting and disclosure of related laid down b1 rhe Holding Compahy lo party transactions in accordance with the appropriately identify, account and disilose applicable laws and financial reporting all marerial felated parl, lransaclions tmmework. in accordance with applicable laws anq financial reporting fmmework. We have designed and performed audit procedures ln

196 of 249 qb'-r* g. %b-,- Chartercd Accountanls

Key Audir Matters How addressed in Audit Refe. Note 40 to the ConsotiaateO accordance with the guidelines laid down by Financial Starements lCAl in the Standard on Auditing (SA 550) to identi&, assess and respond to the risks of material misstatement irising from the entity's failure to appropriately account for or disclose material related party tmnsactions which includes obtaining necessary approvals at appropriate stages of such t@nsactions as mandated by applicable laws and regulations. The Holding Company hii rnaterial We have obtained details of completed tax uncertain tax positions including matters assessmehts and demands for the year ended under dispute which involves significant March 31, 2019 f.om management of [ne .Judgement to determine the possible Holding Company- We obtained opinion of outcome of these disputes. experts and also considered legal precedence and other rulings in evaluating Refer Nole 39 to the Consolidated management's position on these uncertain Financial Slatements tax positions.

Key Information technology 1ln We obtained an understanding ofthe Holding systems used in financial reporting Company's IT control environment ano process. Key The Holding company's changes duing the audit period that may be operalional and financial processes are relevant to the audit dependenr on lT syslems due lo large volume tmnsactions of that are We tested the design, implementation and processed daily. operating effectiveness of the Holding Accordingly, our audit was focused on Company's Ceneml IT controls over the key key IT systems and controls due to the IT systems which are critical to financial pervasive impact on the consolidated rcporttng. financial statements. We also tested key automated and manual controls and logic for system generateo reports relevant to the audit that would materially impact the financial statements.

There B) are no specific key audit matters reponed to us by the auditors ofthe subsidiary companies not audited by us,

197 of 249 qb-,* gt %;'-,* Chartered Accountants

Information Other than the Consolidated Financials Statements and Auditor's Report thereon (Other Ioformation)

The Holding Company's Board ofDirectors is responsible fbr the Other lnfomation. The other information comprises the information included in the Corpo.ate Overview, Board's Report, Management Discussion and Analysis Report and Report on Corporate Govemance in the Annual Report ofthe Holding Company for the financial year 2018-19, but does not include the consolidated financial statements and our auditor's reoort thereon. The reDorts containins the other information as above are expected to be made available ro us after rhe date ol th is audior's reDorl.

Our opinion on the consolidated financial statements does not cover the other information and we will not exprcss any form ofassurance conclusion thereon.

ln connection with our audit of the consolidated financial statements. our .esoonsibilitv is to read the other information idenrified above when ir becomes available and. in doing so. consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the reports containing the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to lhose charged with govemance.

Responsibilities of Management atrd Those Charg€d with covernrnce for the Cotrsolidated Finatrcial Statements. The Holding Company's Board of Directors is responsible fot the matters stated in section 134(5) ofthe Act with respect to the prepantion ofthese consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income. consolidated changes in equity and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 ofthe Act. The respective Board ofDirectors ofthe Companies included in the Croup are responsible for maintenance ofadequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Group and for preventing and detecting frauds and oth€r irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate intemal financial controls, that were operating efiectively for ensuring the accuracy and completeness ofthe accounting records, relevant to the preparation and presentation ofthe consolidated financial statements that give a true and fair vie\',/ and are free from material misstatement, whether due to fiaud orenor, which have been used for the purpose ofpreparation ofthe consolidated financial statements by the directors ofthe Holding Company as aforesaid.

198 of 249 q;'-r*grqr'-,* Chart6rcd Accountanta

ln preparing the consolidared financial statements, the respective Board of Directors of the companies included in the Croup are responsible for assessing the ability of the Group to continue as a going concem, disclosing, as applicable, matters related to going concem basis of accounting unless Management either intends to liquidate the Group or to cease opemtions, or has no realistic altemative but to do so.

The respective Board of Directors ofthe companies included in the Group are also responsible for overseeing the financial reporting process ofthe Group.

Auditor's R€spotrsibilities for the Audit ofthe CoNolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or eftor, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assur:rnce, but is not a guamntee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or crror ano are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions ofusers taken on the basis ofthese consolidated financial stalemenls.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit, We also: . ldentify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or enor, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material missratement resulting fiom fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override ofinternal control.

. Obtain an understanding of intemal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) ofthe Act, we are also responsible for expressing our opinion on whether the Holding Company and its subsidiary companies incorpomted in India has adequate internal flnancial contrcls system in place and the operating etTectiveness ofsuch controls. . Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. . Conclude on the appropriateness of management's use of the going concem basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. lf we conclude that a material uncertainty exists, we are required to dmw attention in our auditor's reDort to the related disclosures in the

199 of 249 q6'-r* gq;--r* Chartersd Accountanta

consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date ofour auditor's report. However, future events or conditions may cause th; Croup to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the consolidated financial statements including the disclosures, and whether the consolidated financial statemen$ rcpresent the underlying transactions and events in a manner that achieves fair Dresentation-

Materiality is the magnitude of misstatements in the consolidated financial statements that, individually. or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the consolidated financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope ofour audit rvork and in evaluating the results ofour work; and (ii) to evaluate the effect ofany identified misstatements in the consolidated financial statements.

We communicate with those charged with govemance of the Holding Company regarding, among other matrers. the planned scope and timing ofthe audit and significant audit findingi, Including any significant deficiencies in intemal control that we identify during our auorr. W€ also provide those charged with govemance with a statement that we have complied with relevant ethical requirements regarding independenc€, and Io communicate with them all relationships and other matters that may reasonably be thought to bearon our independence, and where applicable, related safeguards.

From the matters communicated with those charged with govemance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these maEers tn our audilor's report unless law or regulalion precludes public disclosure about the mafter or when, ln extremely rare circumstances, we determine that a matter should not be communicated in our report.because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits ofsuch communication. Other Matters a) We did not audit the financial statements/financial information of six subsidiaries (incorporated in lndia) whose financial statements reflect total assets of Rs 44,224.20 millions as at March 31, 2019; as well as total revenue ofRs 6,353-60 millions and net cash inflows ofRs 1,242.79 millions for the year ended March 31,2019 as considered in the consolidated financial statements. These financial statements and other financial information have been audited by other auditors whose reports have becn furnished to us by the management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect ofthese subsidiaries, and our

200 of 249 %.'-r- glV6t-r* Cha.iersd Accountents

report in terms ofsub-sections (3) and (l l) ofsection t43 ofthe Act, in so far as it rclates to the aforesaid subsidiaries is based solely on the report ofsuch other auditors.

b) We did not audit the financial statements of one foreign subsidiary whose financial statementsrcflecttotal assetsof Rs5,50l.0ZmillionsasattheyearendedMarch3l 2019; as well as total revenue of Rs 1,166.34 millions and the net cash inflow of Rs l52.gg millions for the year ended March 31 2019 as considered in the consolidated financial statements. These financial statements and other financial information are unaudited and have been furnished to us by the management and ouropinion on the consolidated financial statements in so far as it relates to the amounts and disclosures included in respect ofthe foreign subsidiary and our report in terns of sub-sections (3) and ( I l) of Section 143 of the Act in so far as it relates to the aforesaid foreign subsidiary, is based solely on such unaudited financial statements and other financial information as cenified by the management. In our opinion and according to the information and explanations given to us by the management, these financial statementy other financial information are not material to the Croup.

Our opinion above on the consolidated financial statements, and our report on other legal ahd regulatory requirements below, is not modified in respect ofthe above matters with res;ect to our reliance-on the work done and repons ofthe otherauditors and financial statements and other trnancral rntdrmalion cenified by the Managemenl.

Report on Other Legal add Regulatory Requiremerts

l. As required by Section 143(3) of the Acr, we report thati (a) We have sought and obtained all the information and explanations which to the best our of knowledge and belief were necessary for the purposes of oul audit of the aforesaid consolidated fi nancial staremenrs. (b) ln our opinion, proper books ofaccount as required by law relaring to oreoamtion of the aforesaid consolidation offinancial statemints have been kept io far as tr appears from our examination ofthose books and the reports ofthe othe; auditors; (c) The Consolidated Balance Sheet, the Consolidated Statement of profit and Loss (including Other Comprehensive Income), the Consolidated Statement ofChanges in Equity and the Consolidared Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of aocount maintained for'the purpose of preparation of the consolidated fi nancial statements_ (d) ln our opinion, the aforesaid consolidated financial sratements comply with the Indian

201 of 249 qb-* g %;.r-r- chaJtorrd Accountanla

Accounting Standards specified rmder Section 133 ofthe Act read with relevant rules issued there under. (e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2019 taken on record by the Board of Directors of the Holding Company and the reports ofthe statutory auditors ofits subsidiary companies incorporated in India, none ofthe di.ectors ofthe Group companies incorporated in lndia is disqualified as on March 31, 2019 from being appointed as a director in terms ofSection 164 (2) ofthe Act. (0 With respect to the adequacy ofthe internal llnancial controls over financial statement reporting ofthe Holding Company and its subsidiaries incorpomted in lndia and the operating effectiveness ofsuch controls, refer to our sepamte Report in "Annexure A". (g) With respect to the other maners to be included in the Auditor's Repon in accordance with Seotion 197(16) of the Act, in our opinion and to the best ofour information and according to the explanations given to us,the remuneration paid/ provided by the HoldingCompany and its subsidiary companies incorporated in Indiato their directors during the year is in accordance with the provisions ofsection 197 oflhe Act. (h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule l1 ofthe companies (Audit and Auditors) Rules, 2014, in our opinion and to the best ofour information and according to the explanations given to us: i. The consolidated financial statements disclose the impact ofpending litigations on the consolidated financial position ofthe Group - Refer Note 39 to the consolidated fi nancial statements ii. The Group has made provision in the consolidated financial statements, as required under the applicable law or accounting standads, for material foreseeable losses, ifany, on long-term contracts including derivative contracts iii. There has been no delay in tansfering amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company during the year ended March 31 2019. There w€re no amounts which were required to be transferred to the Investor Education and Protection Fund by the subsidiary companies incorporated in India. Place: Kochi Date: May 13,2019 For V RMA MRU /.(fi:o.alto (/ \yr.r

202 of 249 %b,,- gr %;'-,* Charto,gd Accour .nts

ANNEXURE 'A' REFERRED TO IN PARAGRAPH T(O UNDER THE HEADINC oN "REpoRT orHER LEGAL AND REGULAToRY nigumniunr.n.s. on oun INDEPENDENT AUDITOR'S RDPORT OF E\'EN DATE Oi rrrE COI,ISIII-IOETEN FINANCIAL STATEMENTS OF MUTHOOT FINANCE LIMITED TON ,TTT YOIN ENDED MARCH 3I.2OT9

Report on the Internal FinaDcial Controls under Ctause (i) of SuFsection 3 of Section the Companies Act,2013 ((the Acf) I43 of

We have audited the internal fihancial control systems with reference to consolidated financial statemenrs reporting of rvrurhoor Finance Limited c,rr".r""ii",-."r.."i"tJ as rtre ,Hotding ( ompany') and irs subsidiary companies.incorpr."a l" r"ai" * i"l, !"0I I in wrth our audit ofthe consolidared finanr)lal statements ofthe Holding"iu-*ir, Company "onlrn.tion on that date. for the year ended MaDagemetrt,s Responsibility for Interoat Firancial CoDtrols The respective Board of Directors of the,Holding Company and its subsidiary incorporated in India compfiies are responsible for establishinj and rn"i"Li"i"g ini.riu'inn^n",rr based on rhe inremarconrrots wirh reference," finari"i;i ;;;;;;'.ioJ,ir.Jn*," *ou,,r,,"0"on,rol, by the Holding Company and its subsid iary incorporatej in in-dia essenrrar componenls ofinternar .companies consiaering the conrror stared i" tr'icria*"" r,,r'oi. (ontrols over oiiudit olinr".nut l,nun.i"t Financial Reoonins issu:d by.rhe Institure ('tcAt') of Chanered Accountants ot India These responsibirities inciude the dJrig', i-pi"-"n*ii"rni,n'uff[,iln"" Intemal financial or uo"qrur" controls that were oDerating effectively for ensuring the orderty and efl.icient companv's piri"i",' ilXo,l:l:if ,t:"Jffi:,i:1li':1":f*Ti::::,respecrive *," *r"g*,.aing or "*;;;;;;J;;;; ;;i;ffi.ff #Ij,H,; ill;ffi ?;" l"."ilil#jLTi"::1,,fiJ:T :*::

Auditors' Responsibility

our r.esponsibirity is to erpress an opinion on the. intemar ro rnancrar financiar contrors-lir'.ii,..,oio syslems with reference s@remenrs reponins of rhe Holding rncorporated c"rpr"y # in India based on ouriudit. We conducied our audi, i" irf, ,he"o,noun,.. Cuidance Note on Audit of lnlemal Financial Contr Financial RePoning"""".i"".. (tlte -cuidance Note", the sLandards on Auditing. issued by lcil:-o,ver and ll:1"::,:.*"auol or Inremal ".-,:li;Jiiril-i,i:,J'-'il,T"'rT",Iff,.in:fi""*",1"i:1,ril.:i;il"llr,:,,?:j Financial conlrols and.,borh. issued by cirrdance Nore ,h;ldi."il;;;ra1o"ras ana rhe require thar \\e compty wirh ethicat ."q";,.;;;,;;;; pi#i.n#rrt r'n ,r," urai,

203 of 249 qb-,. gr%;'-'- Chart€r€d Accountanta

to obtain reasonable assurance about whether adequate internal financial controls system with reference to financial statements reporting was established and maintained and if such controls operated effectively in all material respects.

Our atrdit involves performing procedurcs to obtain audit evidence about the adequacy of the intemal financial controls system with reference to financial statements reporting and their operating effectiveness. Our audit ofinternal financial cont.ols system with reference to financial statements reporting included obtaining an unde$tanding ofinternal financial controls system with reference to financial statements repofting! assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of intemal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment ofthe risks ofmaterial misstatement ofthe financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms oftheir report referred to in the Other Matter paragraph below is sufficient and appropiate to provide a basis for our audit opinion on the intemal financial controls system with reference to financial statements reporting ofthe Holding Company and its subsidiary companies incorporated in India.

Meaoiug of ltrternal Financial Controls with reference to Financial Statements reporting

A company's intemal financial controls system with reference to financial statements reporting is a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accouhting principles. A company,s internal financial controls system with reference to financial statements reporting includes those policies and procedures that (l) pertain to the maintenance ofrccords that, in reasonable detail, accurately and fairly reflect the tmnsactions and dispositions ofthe assets ofthe company; (2) provide reasonable assurance lhat transactlons are recorded as necessary to pemit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures ofthe company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitrtions oflnternal Financial Controls with reference to Financisl Statements reporting

Because ofthe inherent limitations ofintemal financial controls system with reference to financial statements reporring, including the possibility ofcollusion or improper management override of conhols, material misstatements due to error or fmud may occur and not be detected. Also, projections ofany evaluation ofthe intemal financial controls system with reference ro financial

204 of 249 7;'-,*gtqr-.r* Chaatersd Accountanls

sEtements rcporting to future periods are subject to the risk that the internal f.inancial controls system with reference to financial sratements reporting may become inadequate because of conditions, or that the degree of comptianc! ;:ilr';:,xt. *ttir ;;;li";;;;; proceoures may

Opinion

ln our opinion. lo the best of our information and according to the explanations given lo us and f,T"#'ll,ff::HfT':11::*.ffin;;t'"r auaitors as reL*ed t'i'i:ii'i". r''ru,,",'pu.g,urr' respecls, an adequate internar nili;iT;ilj;";:,ff"#ff"SJl'#i:H*#,":lti"".jll reponmg and such ihtemal financial controls syitem with .";;;;;; fin'incrat operating effectivery strtements ::1,11i"s as. at March 3r, 2019, based reterence ro1": financial on the internar contror wirh slaremcnts reooning,trileria-esrabfl.fr"a Ulif,t" ( subsidiary companies H"fUi"g ompany and irs incorporated in tndia considering rhe essenriaj comionenrs ol internal conrol stared in rhe cuidanc€ Nore on Audir of rnr".ur rinuniiui c-o"nir["ts, t-lu.r pinanciat Reponing issued by rhe tCAl.

Other Matter

O-uraforesaid repon under section l4JGXi) ofthe Act on the adequacy and operaling etfecti\eness or.ln€__tnternal financial controls over fil stalements reporting in so far suosrorary companies incorpomted as il relales to six in,nl9clalrs based on the ofsuch companies inc"t"r|"J';" r"ii"]'"' corresponding reports oflhe auditors

Our opinion is not modified in respect ofthe above matter.

Place; Kochi Dare: May 13,2019 ::IFN:'A&UARM^

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Ratings ,!,D lipF Gloitlrl llortlFanl

CONFIDENTIAL MTOFL/265073,NCD I 06205 437 0 /2 February 15,2021

Mr. George Alexander Muthoot Managirg Director Muthoot Finance Limited Coryorate office: Muthoot Chambers Opposite Saritha Theatre Complex Banerji Road, Kochi - 682018

Dear Mr. George Alexander Muthoot,

Re: Review of CFJS;L Rati[g on the Non-Convertible Debetrtures Aggregating Rs.2000 Crore of Muthoot Finance Limited

All ratings assigned by CRISIL Ratings are kept under continuous surveillance and review'

CRISIL Ratings has, after due consideration, upgraded the rating for the captioned Debt Instrument to "CRISIL rd{+/Stable,, (pronounced "CRISIL double A plus rating with stable outlook") from "CNSIL AA./ Positive" (pronounced ,'CzuSIL doubie A rating wlth positive outlook;'). Inshuments with this rating are considered to have high degree of safety regarding timely servicing offinancial obligations. Such instruments aarry very low credit risk'

In the event ofyour company not making the issue within a period of 180 days from the abov€ date, or in. the event of any change in the size br struJture ofyour proposed issue, a fresh letter ofrevalidation from CRISIL Ratings will be neaessary.

As per our Rating Agreemelt, CRISIL Ratings would disseminate the rating along with outlook through its publications and othir media, *d k"ip ttr" rating along with outlook under swveillance for the life of the instrument. CzuSIL Ratings reserves th€ right to withdraw or revise the mtings assigned to the captioned instrument at any time, on the basis of new information, or unavailability ofinformation or other circumstances, which CRISIL Ratings believes, may have an impact on the rating.

As per the latest SEBI circular (reference number: CIMMD/DFll7/2013i dated October 22,2013) on aentralized database for corporate bolds/debentures, you are required to provide intemational securities identification number (ISIN; along with the reference number and the date of the rating letter) of all bond/debenture issuances made against this rating letter to us. you The circular also requir€s you to share this infoimation with us within 2 days aftar the allotment ofthe ISIN. We requast to mail us all the reiessary and relevant information at [email protected]. This will enable CNSIL Ratings to verify and confirm to the depositoriei, including NSDL and cDsL, the ISIN details of debt rated by us, as requircd by SEBI- Feel free to contact us for any olarifications you may have at [email protected].

Should you require any clarifications, plaase feel ftee to get in touch with us.

With warm regards,

Yours sincerely, jl uln,,

Ajit Velonie Nivedita Shibu Director - CRISIL Ratings Associate Dircctor - CRISIL Ratings

;kelilDodo.ftmelypayndlof|heabIi8alrohsunderlh".,"|:!,':::',:!:.:,!- the issuet ot obtaned bv CRISIL Ratngr a,,i dan",or ,o,*,i,ti o, ouat alttti rotid en',r- by ('RISIL Panngs. Oui ,anngs are based an infannallok prc']ded by the nlforndtbn on n hth the.rotm\ is bdsed A ratnq bl frDn sources it cahsidet s retidbte. CNSIL Ratings .loes not gtrclntee the .ompletencss or dccurdcy of jt inrenor 'CWii n"riet *o *comtnen,tation to buyiselt or hatithe rcted iKttumekt: does kot connent on the nalket price or suitdbiliry lor a-4afticular " t ctrcurhshkces sa vafant CNSIL P'rltikss is nat CRISIL Raritigs "hu a practrce of keepnlg a s ratr4s under sufeillare dnd ratngs are rerlsed as and hek rlponsibte|iranyeironaadespeiia6sotesttat"tthashofhanciattjabjtiol|ntsaever|o|hesubsc|ibe1.s/6qs/!rasni|ters/dirtt CtitSILRat;es;tbiaarearailabte.rthourcharsetothep;bticonthevebsite,vww.ctiel.cunLCNSILRatngsunsassociatesnav_h@eothdconnerclot Rahhgs, ptease cohtact Custamel ;ransacttons ;ith the conpanylen1ry. For the tatest tutihg infor,ntion on a,, ihstrunent af aky conpaky ruted by CNSIL

247 of 249 . *t1 grEl0 F * {tr tr ag;tirxlr ;"*.*"--- a*"t *r* HLBftini..r Rdbe34 FrrL, Pastl.irldhdt aaEE:6 Flrtn*- ?t33!? t ""-r"*"*ue. \f *,.,4ri*il,€.nrlrtioc{ Ratings cRlstL CONFIDENTIAL

RUMTO FU265 @4/N CD I O22| / OJ 1 0t I 9 | 38 47 9 2 An S&P Globat Company Febn:ary 24 , 2021

Mr. George Ale;randq Muthoot Man€ing Director Muthoot Finance Limited Corporatc Officc Mrtrhocl Chambers Opposite Saritha Thcatrc Complc'r Banerji Road, Emalcrlam - 682018

Dear Mr. Georgr Alerandcr Muthoot,

Re: CRISIL Ratings on the Rs. 1000 Clore Non Convstible Debentures of Muthmt Finance Limit€d

We refer to yqrr requen for a ratirig for the captjoned Dcbt instrumerd. ((CRISIL CRISIL Ratings has, after due consideiaticn, assigned a AA+/Stabld' (prmormced 'CRISIL dolble A plus rating with stable outlook') ratint to the captioned Debt instrlnntrf. Instrumerls with this rating are ccnsidcred to have high degree of safay rgardirg timely servicing of financial obligations. Such instrumeds carry very low crodil risk

As pcr ou-r Rating Atrccmcrrr, CRISIL Ratings wor.rld disscminatc thc raring alorg with or-nlook thror€h its publicatic.rs and other media, and keep the rating almg with orlook under surveillance for thc lifc of the inslrument. CRISIL Ratings reserves rhe right to withdraw, or revise the rating / odook assigncd to the captioned instrumed at any time, m the basis of new information, or unavailability of informatitrr, or othcr circumslanccs which CRISIL Ratings bcticves may havc an impact on thc raring.

Funher, in view of. your decision to accept lhc CRISIL Ratin& we reqr€st you to apprise us of thc instrumcnt details (in the enclosed format) as soon as it has been placed. h the event of your company not rnaking rhe issue within a pedod of 180 days from the above date, or in the s1'qrt of any change in the size or struclure of your proposed issue, a fresh latcr of revalidation from CRISIL Ratings will be necessary

As per the latest SEBI c.ircular (reference number: CIFJIMDIDF/11/2013; dated October 22,2013) q cs{ralized database for corporate bonds/debentures, you arc required to provide irlemational securities idqdfication rumber (ISIN; along with the referencc nrmber and the date of the nting.lette!) of all bond/dcbqrture iszuances made again$ this ratingletler to us. The circular a.lso rcquircs you to strarc this information with us within 2 days aft thc allcamqlt of thc ISIN. Wc rcqucst you to mail us all thc necessary and relcvan information at debtiszue @crisil.com. This will qlable CRISIL Ratings to verify and confirm to the depositories, including NSDL and CDSL, the ISIN daails of deh rated by us, as requircd by SEBL FeeI fr6 to cqttact us for any clarifications you may have at debtissr@crisil-com

ShonJd you rcquire any clarificqticn, pleasc feel free ro ga in touch with us.

With warm regards,

Yqlrs sincerelv. (U9:?-' =:*# Poonam Upadhyay Nived.ita Shibu Associate Director - CRISIL Ratirys Assciale D.irector - CRISIL Ratings

Fynent ot the ab|lBxons un@( tl'e Rbd )nstunEnt, and cbes rcl canstt&e an aUdilo{1heG|edenivbycR|s|LPanngsaudiusarfsedanin|orna|iahwviledby|he|ssue|orobainedbycF|s|LRa|ingstonsaucesi|conside|s|eliat1e'cFns|L|fs &)es not g&tanEe 2he cooPbteness at accuacy a! ke in{otmlbn aD which ke rating is based. A Gtilg by CRISIL ti€'tngs B inr a rccomendalan b AJy / sell or hokl the raGd nstU/En|'ilcbesnolcomrn|an|tE|/E(keIp||ceo|suiEbihV|a.aDa||icUldinvesto|'CB|slLRa|inoshasaqacttcea|kee.inoali|sntinosmdenstU/En|'ilcbesnolcomrn|an|tE|/E(keIp|iceo|suiEbihy|a.apa|ticUldinvesto|'CB|slLRa|ingshasagacttcea|keepngali|sntingsunde as End when ciatmsances so warnt CPISIL Panng9 is rt respnsihb {ot any e or and espcialy states rhat n has no lhancial liatiliU whatsaevet r !he sLt;,scribrs / users / tansntte|s/Clisvtj1'orsa|isn|ings'CB|slLRujngs'crie|iaareami|adewnho&cha|ge|oIhepUaicon|hewebsi|e,www.cnsil'com'CPls|LRa|o|t'a!socbesyfwo|he| conmerialtmsac|lanswihlheconwy/entityFa|ke|aEstringin|ornat1ononanyinst|&En|o|anycorpanyG1edbycRlslLFatings,deaseco|1|acICus|o|rh|fb&ska| com ot at eAO-67- 1301

CRISIL R€lln$ Llmlted (A s1bsilittof CNsLDdit a) Coryorate ldenny l{um}cr: U57 I0OMH?,DH-C325a7

R.8i6taltd Office CRISIL Hourc, Cb ral AvcnE,lltanardari E$irE€6 Pad(, Poc,ai, Murrbld- a00 016. PhotE: +9| 2233a2n.n IFax: +9| 22!M0 58n 248w*v3!i.il.cor,I of 249 dings IttI Tru$ar$hip Sarri{es Ltd CIX : !Sr99tfi1H2001@ii,.31154

No. 247s8-sl ITSL/oPR/CV2O-2UDEB/ !417

Date:March 01,2021

Muthoot Finance ttd Corporate Office, Muthoot Chambers Sanerji Road, Kochi- 682018

DearSir,

consentto act as Debenture Trustee lor Rated. secured. tlsted. Private. Non- conv€rtibte debentures aserepatinq uo to Rs. 1707 Crore Onlv.

This has reference to our discussion fegarding the appointment of tDBt rrusteeship services Ltd. ltrsL) as Debenture Trustee for the Company\ proposed issue for Rated, Secured, Listed, private, Non, Convertible debentures aggregating up to Rs. 1707 Crore Only..Jn this connection, we confirm our acceptance to act as Debenture Trustee for the same, s ubject to the Com pany agreeing the con d itjons set out belowl

1.The Company agrees and undertakes to create the securities, wherever appficable, over such of its moveabte properties and orhsuch terms and conditions as agreed by the Debenture hotders and disctose in the Information Memorandum or Disclosure Document and execute, the Debenture Trust Deed and other necessarv securiw documents for each series ofdebentures as approved bythe Debenture Trustee, withjn a period as agreed by us in the Information Memora nd um or Disclosu re Docum ent in any case not exceed ing 3 m onths fro m the d ate of a otment.

2. The Company agrees & undertakes to pay to the Debenture Trustees so tong as they hotd the office ofthe Debenture Trustee, remuneration as per the mutually agreed terms fortheir seruices as Debentu re Trustee in addition to att tegat, kaveling and other costt charges and expenses which the Oebent!re Trustee or their officers, emptoyees or agents may incur in relation to execution of the Trust Oeed and ail other Documents atfecting the Security titt the monies in respect ofthe Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in all respects, have been complied with.

3. The Company agrees & undertakes to comply with, wherever appticable, the provisions of SEB| (Oebenture Trusteesl Regulations, 1993, SEBl (lssue and Listjng of oebt Securities) Regutations, 2008, SEBt Circutar No. SEB|/IMDIDOF-IlBond/2009/11l05 dated 1I/Ds/2o09 on Simptified Listing A€feement for oebt Securities read with the SEBl Circular No. SEBt/tMD/DOF-U8OND/Cir,5/2009 dated the 26th November, 2009, the companies Act, 1955 and other applic.ble provisions as amended from time to time and agrees to furnish to Trustees such information in terms ofthe same on regular basis.

We are also agreeable for inclusion of our name as trustees in the Companyt offer document/disctosure document/ listing application/any otherdocumentto befiled with theStock Exchange{s) or any otherauthority as required.

For lDBl Trusteeshlp Services Limited

Authorised Sitnatory sed Signatory

Regd, otfica : Asiafi glilding/ Gre!,nd fa.x}l 17, tr. kman! I"la.g, 6i,:hi, Estate, f,1un&ri - ,{00 001. 'kl. : 02r-1116 700t . Fax : 0::{r:l :,t76 . Email i itsloidbitnrstee com ' resrnnge@idbitrustea.{tm \tebsite249 i vr,,,/w.idba.nJ9tSa.€orlrof 249 (For Private Circulation Only)

Addendum to Shelf Disclosure Document(SDD) Tranche Disclosure Document(TDD) SDD No: MAR 2021 Dated March 01, 2021 TDD No: T-04/Aug 2021/MAR 2021 Dated: August 23, 2021 Series : 19-A , Option I

Muthoot Finance Ltd (the “Company” or the “Issuer”)

TRANCHE DISCLOSURE DOCUMENT (“TDD”) FOR ISSUE OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES - LISTED (“SECURED NCDs”/ “DEBENTURES”), OF FACE VALUE OF RS. 10,00,000/- EACH FOR AN AMOUNT OF RS.100 MILLION (“TRANCHE IV BASE ISSUE SIZE”) WITH AN OPTION TO RETAIN OVERSUBSCRIPTION UPTO RS.3900 MILLION AGGREGATING UPTO 4,000 SECURED NCDs AMOUNTING TO RS.4,000 MILLION (“TRANCHE IV ISSUE SIZE”) ON A PRIVATE PLACEMENT BASIS (“TRANCHE IV ISSUE”). THIS TRANCHE IV ISSUE IS BEING MADE PURSUANT TO THE TERMS AND CONDITIONS OF THIS TDD, WHICH SHOULD BE READ TOGETHER WITH THE SDD DATED MARCH 01, 2021 FOR ISSUE OF 17,070 SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES - LISTED (“SECURED NCDs”/ “DEBENTURES”), OF FACE VALUE OF RS. 10,00,000/- EACH FOR CASH AGGREGATING TO RS. 17,070 MILLION (“SHELF LIMIT”) ON A PRIVATE PLACEMENT BASIS (“ISSUE”) IN ONE OR MORE TRANCHES

Issuer Muthoot Finance Ltd Registered and Corporate Office: 2nd Floor, Muthoot Chambers, Opposite Saritha Theatre Complex, Banerji Road, Kochi. India - 682 018 Tel: (+91 484) 239 4712; Fax: (+91 484) 239 6506 Email: [email protected] Website: www.muthootfinance.com Corporate Identity Number: L65910KL1997PLC011300 Permanent Account Number: AABCT0343B Date and Place of incorporation: March 14, 1997 ; Kochi, Kerala Latest RBI Registration No: N. 16.00167 dated December 12, 2008 Company Secretary Rajesh A. and Compliance Tel: (+91 484) 6690247; Fax: (+91 484) 239 6506; Officer E-mail: [email protected] Chief Financial Officer Oommen K. Mammen Tel: (+91 484) 2397156 ; Fax: (+91 484) 2396506 Email: [email protected] Promoters (i) George Alexander Muthoot Tel: (+91 484) 2396592 , E-mail: [email protected] (ii) George Jacob Muthoot Tel: (+91 471) 2329058 , E-mail: [email protected] (iii) George Thomas Muthoot Tel: (+91 481) 2581011 ,E-mail: [email protected]

1 Debenture Trustee

IDBI TRUSTEESHIP SERVICES LIMITED Asian Building, Ground Floor 17 R, Kamani Marg, Ballard Estate Mumbai 400 001, India Tel: (+91 22) 4080 7000 Fax: (+91 22) 6631 1776 Email: [email protected] Website: www.idbitrustee.co.in Contact Person: Anjalee Athalye SEBI Registration No.: IND000000460 Credit Rating Agency

CRISIL Limited CRISIL House, Central Avenue Hiranandani Business Park, Powai Mumbai 400 076, India Tel: (+91 22) 3342 3000 (B) Fax: (+91 22) 3342 3050 Email: [email protected] Website: www.crisil.com Contact Person: Mr. Krishnan Sitaraman SEBI Registration No: IN/CRA/001/1999

Registrar to the Issue

LINK INTIME INDIA PRIVATE LIMITED C-101, 247 Park, L B S Marg, Vikhroli West, Mumbai 400 089, India Tel: (+91 22) 4918 6000 Fax: (+91 22) 4918 6060 Email: [email protected] Website: www.linkintime.co.in Contact Person: Ganesh Jadhav SEBI Registration No.: INR000004058 Issue schedule (i) date of opening of the issue : August 25 ,2021 (ii) date of closing of the issue : August 25 , 2021 (iii)date of earliest closing of the issue, if any : Not Applicable Credit rating for the "CRISIL AA+/( Stable)" by CRISIL Ltd issue (cross Date Of Rating Letter: August 03 ,2021 reference of press Date of Rating Rationale/Press Release of Ratings: August 03 ,2021 release be provided) Rating Rationale/Press Release of Ratings: Refer TDD Annexure – Q3

2 All the ratings Company also has long term debt rating of “[ICRA] AA+/Stable” by ICRA Ltd obtained for the which is not used for this issuance private placement Name(s) of the stock exchanges where the The Debentures are proposed to be listed on the Wholesale Debt Market securities are (WDM) segment of the BSE Limited (“BSE”) and BSE has provided an inprinciple proposed to be listed approval for listing the securities vide their letter no:DCS/COMP/AA/IP- and in-principle PPDI/658/20-21 dtd March 02 ,2021 approval obtained The following categories of investors may apply for the Debentures: Eligible investors 1. Scheduled Commercial Banks 2. Financial Institutions 3. Insurance Companies 4. Primary/ State/ District/ Central Co-operative Banks (subject to permission from RBI) 5. Regional Rural Banks 6. Mutual Funds 7. Companies, Bodies Corporate authorized to invest in Debentures 8. Provident Funds, Gratuity, Superannuation & Pension Funds, subject to their Investment guidelines 9. Trusts 10. Individuals 11. Foreign Institutional Investors 12. Or any other investor category eligible to invest subject to current applicable rules, act, laws etc. Although above investors are eligible to apply , only those investors, who are individually addressed through direct communication by the Company / Sole Arranger, are eligible to apply for the Debentures. Number of investors in the issue will be as per guidelines issued by Reserve Bank Of India and applicable provisions of the Companies Act, 2013 and Rules framed thereunder. No person who has not received a direct communication from the Company may apply in this issue. For issuances which are required to be routed through Stock Exchange Bond-EBP platform , bids shall be invited from eligible participants in accordance with the operating guidelines issued by the Stock Exchange. Filing of Disclosure Document on the website of the Stock Exchange should not be construed as an offer to issue and the same may be hosted to comply with regulatory requirements. Investors should check about their eligibility before making any investment. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in the issue of debentures. Coupon 200 bps spread over Benchmark & Benchmark to be Reset on quarterly basis. Benchmark means 3Month T-bill (FBIL Benchmark) yield and is calculated as Average closing yield of 10 working days (rounding to 2 decimal) before the Coupon Reset date (data source would be FBIL). Coupon Payment Annual Frequency Redemption date Monday , August 26 , 2024

3 Redemption amount At Face Value Type & Nature of Secured Redeemable Non-Convertible Debentures (Secured NCDs) Instrument Nature of Instrument Secured Seniority Senior Mode of Issue Private Placement Issue Shelf Disclosure Document (“SDD”) for issue of 17,070 Secured, Redeemable, Non-convertible Debentures - listed (“Secured NCDs”/ “Debentures”), of face value of Rs. 10,00,000/- each for cash aggregating to Rs. 17,070 million (“Shelf Limit”) on a private placement basis (“Issue”). The Secured NCDs will be issued in one or more tranches (each a “ tranche issue”) on terms and conditions as set out in the relevant Tranche Disclosure Document (“TDD”) for any tranche issue. Tranche IV Base Issue Rs.100 million (Rs.10crs crs) Option to Retain Rs.3900 million (Rs.390crs) Oversubscription(Am ount) Face Value Rs.1 million per Secured NCD (Rs.10lakhs) Details about Not Applicable underwriting of the issue including the amount undertaken to be underwritten by the underwriters

Compliance clause in The Issue shall be open for bidding and subscribed to in accordance with the relation to Electronic guidelines issued by SEBI and BSE pertaining to the procedure of Electronic Book Mechanism Book Mechanism set out in the terms specified by the Operational Circular, and details and the related operational guidelines issued by the concerned Electronic pertaining to the Book Provider, as may be amended, clarified uploading the or updated from time to time (collectively, "ElectronicBook Mechanism placement Guidelines"). memorandum on the Link to BSE's Circular: Electronic Book https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.as Provider Platform px?page=20210816-32

Date Schedule Of Issue Set up Date on EBP : August 23, 2021 Issue Process Issue Open Date : August 25, 2021 Issue Close Date : August 25, 2021 Pay-In Date : August 26, 2021 Deemed Date Of Allotment : August 26, 2021 Issuer’s Absolute Responsibility “The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this placement memorandum contains all information with regard to the issuer and the issue which is material in the context of the issue, that the information contained in the placement memorandum

4 is true and correct in all material aspects and is not misleading, that the opinions and intentions expressed herein are honestly stated and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading.” General Risk “Investment in non-convertible 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 examination of the issue including the risks involved in it. Specific attention of investors is invited to statement of risk factors contained under Section A(b)(ix) of this placement memorandum(TDD). These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the non-convertible securities or investor’s decision to purchase such securities.” Undertaking by the Issuer  “Investors are advised to read the risk factors carefully before taking an investment decision in this issue. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The securities have not been recommended or approved by the any regulatory authority in India, including the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the statement of ‘Risk factors’ given above under the section ‘General Risks’."  “The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Offer Document contains all information with regard to the issuer and the issue, that the information contained in the offer document is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect."  “The issuer has no side letter with any debt securities holder except the one(s) disclosed in the offer document/placement memorandum. Any covenants later added shall be disclosed on the stock exchange website where the debt is listed.”

This TDD is issued in terms of and pursuant to the SDD dated March 01, 2021. All the terms , conditions, information and stipulations contained in the SDD are incorporated herein by reference as if the same were set out herein. Investors are advised to refer to the same to the extent applicable. This TDD must be read in conjunction with the SDD.

This TDD contains details of this Tranche and any material changes in the information provided in the SDD , as set out herein. Accordingly set out below are the updated particulars/ changes in the particulars set out in the SDD , which additional / updated information/particulars shall be read in conjunction with other information/particulars appearing in the SDD. SEBI vide notification dtd August 09 ,2021 issued Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 superceding the SEBI (Issue and Listing of Debt Securities) Regulations, 2008. Hence , this TDD contains incremental/updated information in compliance with the new regulations.

5 TABLE OF CONTENTS

A. ISSUER INFORMATION Page No. a. Name and address of the following i Registered office of the Issuer 8 ii Corporate office of the Issuer 8 iii Compliance officer of the Issuer 9 iv CFO of the Issuer 9 v Arrangers, if any, of the instrument 9 vi Debenture Trustee of the issue 9 vii Registrar of the issue 9 viii Credit Rating Agency (-ies) of the issue 10 ix Auditors of the Issuer 10 b. Brief summary of the business/ activities of the Issuer and its subsidiaries with details of branches/units and its line of business i Overview of the business of the Issuer 10 ii Corporate Structure of the Issuer 13 iii Brief particulars of the management of the Company; 13 iv Project cost and means of financing, in case of funding of new projects 16 v Financial Information- Balance Sheet, Profit & Loss Statement, Cash Flow 16 Statement on Standalone and Consolidated basis for three completed years and auditor qualifications , if any. vi Any change in accounting policies during the last three years and their effect 16 on the profits and the reserves of the company. vii Financial Information- Key Operational and Financial Parameters for the last 3 16 Audited years viii Details of contingent liabilities of the issuer based on the last audited financial 16 statements ix Management’s perception of risk factors 16 c. Brief history of the Issuer since its incorporation giving details of its following activities:- i Brief history from the Date of incorporation of the Company 17 ii Details of Share Capital as on last quarter end:- 18 iii Changes in its capital structure as on last quarter end, for the last five years:- 18 iv Equity Share Capital History of the Company as on last quarter end, for the last 18 five years:- v Details of any Acquisition or Amalgamation in the last 1 year 19 vi Details of any Reorganization or Reconstruction in the last 1 year 19 vii Dividends declared by the company in respect of the three financial years 19 immediately preceding the date of circulation of offer letter; interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid) d. Details of the shareholding of the Company as on the latest quarter end:- i Shareholding pattern of the Company as on last quarter end:- 19

6 ii List of top 10 holders of equity shares of the Company as on the latest quarter 19 end:- e. Details regarding the directors of the Company:- i Details of the current directors of the Company 19 ii Details of change in directors since last three years:- 19 f. Details regarding the auditors of the Company:- i Details of the auditor of the Company 19 ii Details of change in auditor since last three years:- 20 g. Details of borrowings of the Company, as on the latest quarter end:- i Details of Secured Loan Facilities :- 20 ii Details of Unsecured Loan Facilities:- 20 iii Details of NCDs:- 20 iv List of Top 10 Debenture Holders 20 v The amount of corporate guarantee issued by the Issuer 20 vi Details of Commercial Paper:- 20 vii Details of Rest of the borrowing ( if any including hybrid debt like FCCB, 20 Optionally Convertible Debentures / Preference Shares ) :- viii Disclosures on Asset Liability Management (ALM) 20 ix Details of all default/s and/or delay in payments of interest and principal of 20 any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years including the current financial year x Details of any outstanding borrowings taken/ debt securities issued where 20 taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option; xi Details of default and non-payment of statutory dues, duration of default and 21 present status h. Details of Promoters of the Company:- Details of Promoter Holding in the Company as on latest quarter end 21 i. Disclosures with regard to interest of directors, litigation etc. 21 j. Any material event/ development or change having implications on the 21 financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities. k. The names of the debenture trustee(s) shall be mentioned with statement to 22 the effect that debenture trustee(s) has given his consent to the Issuer for his appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities. l. The detailed rating rationale (s) adopted (not older than one year on the date 22 of opening of the issue)/ credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed.

7 m. If the security is backed by a guarantee or letter of comfort or any other 22 document / letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document. n. Disclosures in accordance with the SEBI Circular dtd November 03 ,2020 with 22 respect to appointment of Debenture Trustee and Consent letter from the Debenture Trustee. o. Other details i. DRR creation - relevant regulations and applicability 22 ii. Issue/instrument specific regulations - relevant details (Companies Act, RBI 22 guidelines, etc.) iii. Application process 22

B. ISSUE DETAILS a. Summary term sheet 23 b. Cash Flow Illustration 23 C. DISCLOSURES PERTAINING TO WILFUL DEFAULT 23

D. PAS-4 23

E. DECLARATION BY THE DIRECTORS 23

F. DECLARATION BY THE AUTHORISED PERSON ISSUING THE SDD & TDD 23

A. Issuer Information a. Name and address of the following

8 Email: [email protected] iii Compliance officer of the Mr. Rajesh A Issuer Company Secretary Muthoot Finance Limited Muthoot Chambers, 2nd Floor, Opposite Saritha Theatre Complex, Banerji Road, Kochi 682 018, India. Tel: (+91 484) 6690247 Fax: (+91 484) 2396506 Email: [email protected] iv CFO of the Issuer Mr. Oommen K. Mammen Muthoot Finance Limited Muthoot Chambers, 2nd Floor, Opposite Saritha Theatre Complex, Banerji Road, Kochi 682 018, India. Tel: (+91 484) 2397156 Fax: (+91 484) 2396506 Email: [email protected] v Arrangers, if any, of the As per Summary Term Sheet instrument vi Debenture Trustee of the issue

9 viii Credit Rating Agency (-ies) of the issue

ix Auditors of the Issuer M/s.Varma & Varma “Sree Raghavam”, Building No. 53/2600 B,C,D & E, Kunjan Bava Road, Off Subhash Chandra Bose Road, Vytilla PO, Kochi – 682019, Kerala Tel : (+91) (484) 2302223 E-mail : [email protected] Contact Person : Mr.Vijay Narayan Govind Website : www.varmaandvarma.com Firm Registration Number: FRN 004532 S b. Brief summary of the business/ activities of the Issuer and its subsidiaries with details of branches/units and its line of business i) Overview of the business

Issuer

Muthoot Finance Limited is the largest gold financing company in India in terms of loan portfolio as of March 31, 2020, according to the ICRA Analytics Industry Report - Gold Loan Market in India 2020. The Company provides personal loans and business loans secured by gold jewellery or Gold Loans, primarily to individuals who possess gold jewellery but are not able to access formal credit within a reasonable time, or to whom credit may not be available at all, to meet unanticipated or other short-term liquidity requirements. The branch network of the Company was the largest among gold loan NBFCs in India. The Gold Loan portfolio of the Company as of June 30, 2021 comprised approximately 8.52 million loan accounts in India that were serviced through 4,625 branches across 22 states, the national capital territory of Delhi and six union territories in India. As of June 30, 2021, the Company employed 25,397 persons in operations. As of March 31, 2021, our outstanding gross gold loans portfolio under management was Rs. 519,265.70 million. We are a “Systemically Important Non-Deposit Taking NBFC” (NBFC-ND-SI) headquartered in the south Indian state of Kerala. Our operating history has evolved over a period of 82 years since M George Muthoot (the father of our Promoters) founded a gold loan business in 1939 under the heritage of a trading business established by his father, Ninan Mathai Muthoot, in 1887.

10 In addition to our Gold Loans business, we provide money transfer services through our branches as sub- agents of various registered money transfer agencies and also provide collection agency services. We have started providing unsecured loans to salaried individuals , loans to traders and self employed and as of March 31, 2021, we had a total outstanding loan portfolio of Rs. 4,288.14 million under these segments. We also provide micro-finance, housing finance, vehicle and equipment finance and insurance broking services through our subsidiaries. We believe that these services will enable us to improve our visibility as well as increase customer presence in our branches.

For the year ended March 31, 2021, our total income was Rs. 105,743.59 million and our profit after tax Rs. 37,221.78 million.

Competitive Strengths

We believe that the following competitive strengths position us well for continued growth:

Our business strategy is designed to capitalize on our competitive strengths and enhance our leading market position. Key elements of our strategy include:

Muthoot Homefin (India) Limited

Muthoot Homefin (India) Limited (MHIL) is a Housing Finance Company registered with the National Housing Bank (NHB). It became a wholly owned subsidiary of Muthoot Finance Ltd in August 2017. MHIL focuses on extending affordable housing finance and targets customers in Economically Weaker Sections (EWS) and Lower Income Groups (LIG) in Tier II & Tier III locations. It operates on a ‘Hub and Spoke’ model, with the centralised processing at Corporate Office at Mumbai. MHIL has operations in Kerala, Maharashtra (including Mumbai), Gujarat, Rajasthan, Madhya Pradesh, Chandigarh, Andhra Pradesh, Telangana, Karnataka, Uttar Pradesh , Haryana, Chattisgarh, Punjab, Tamil Nadu, Delhi and Pondicherry. CRISIL has assigned Long Term Debt rating of CRISIL AA+(Stable) for its bank limits and Non Convertible debentures. ICRA and CARE assigned Short Term Debt Rating of A1+ for its Commercial Paper. As on Mar 31, 2021 , it had a loan portfolio of Rs. 17,042 million. For the year ended March 31, 2021, it generated a profit after tax of Rs. 126 million.

11 Muthoot Insurance Brokers Private Limited

Muthoot Insurance Brokers Private Limited (MIBPL) became a wholly owned subsidiary of Muthoot Finance Ltd in September 2016. MIBPL is an unlisted private limited company holding a licence to act as Direct Broker from IRDA since 2013 for doing insurance broking business. It is actively distributing both life and non-life insurance products of various insurance companies. During FY 21, it has insured more than 31,83,000 lives with a First year premium collection of Rs. 2,642 million under Traditional, Term and Health products. For the year ended March 31, 2020 , it generated a profit after tax of Rs. 316 million.

Belstar Microfinance Limited (formerly known as Belstar Microfinance Private Limited)

As of March 31 , 2021, Muthoot Finance holds 70.01% in Belstar Microfinance Limited (BML). BML was incorporated on January 1988 at Bangalore and the Company was registered with the RBI in March 2001 as a Non- Banking Finance Company. The Company was reclassified as “NBFC-MFI” by RBI effective from 11th December 2013. BML was acquired by the ‘Hand in Hand’ group in September 2008 to provide scalable microfinance services to entrepreneurs nurtured by ‘Hand in Hand’s Self Help Group (SHG) program. The Company commenced its first lending operations at Haveri District of Karnataka in March 2009 to 3 SHGs, 22 members for INR 0.20 mn. Since then BML primarily relied on taking over the existing groups formed by Hand in Hand India. BML predominantly follows the SHG model of lending. Effective January 2015, BML started working in JLG model of lending . As of March 31, 2021, BML operations are spread over 18 states and 1 UT (Tamil Nadu, Karnataka, Madhya Pradesh, Maharashtra, Kerala, Odisha, Gujarat , Rajasthan, Bihar, Uttar Pradesh, Haryana, Punjab, West Bengal, Uttarkhand, Jharkand, Chattisgarh, Tripura, Delhi and Pondicherry ). As on March 31, 2021 It has 649 branches, with 170 controlling regional offices and employs 4,562 staff members. Its loan portfolio has grown from INR 0.20 mn in March 2009 to INR 32,999 million in March 2021 . For the year ended March 31, 2021 , it generated a profit after tax of Rs. 467 million.

Asia Asset Finance PLC

Asia Asset Finance PLC, (AAF) Colombo, Sri Lanka became a foreign subsidiary of Muthoot Finance on December 31, 2014. As on March 31, 2021 total holding in AAF stood at 91 million equity shares representing 72.92% of their total capital. AAF is a Registered Financial Company based in Sri Lanka a fully licensed, deposit-taking institution registered with the Central Bank of Sri Lanka and listed in the Colombo Stock Exchange. AAF is in lending business since 1970. At present the company is involved in Retail Finance, Hire Purchase & Business Loans and has 48 branches across Sri Lanka. The company formerly known as Finance and Land Sales has been in operation for over 49 years, evolving to serve the growing needs of people of Sri Lanka. The loan portfolio stands at LKR 14,002 million as on March 31, 2021. For the year ended March 31, 2021 , it generated a profit after tax of LKR 45 million.

Muthoot Money Ltd.

Muthoot Money Ltd (MML), became a wholly owned subsidiary of Muthoot Finance Ltd in October 2018. MML is a RBI registered Non- Banking Finance Company engaged mainly in extending loans for vehicles. The operations are now centered in Hyderabad. Company also started extending loans for Commercial Vehicles and Equipments subsequently. As on March 31, 2021, it had a loan portfolio of Rs. 3,668 million. For the year ended March 31, 2021 , it generated a profit after tax of Rs. 37 million.

12 Muthoot Asset management Pvt Ltd.

Muthoot Trustee Pvt. Ltd

Muthoot Finance Limited has incorporated a wholly owned subsidiary ‘Muthoot Trustee Pvt. Ltd’ in FY 2018-19 by infusing Rs. 0.10 million and further investment of Rs.0.90 million in FY 2019-20. ii) Corporate Structure

Muthoot Finance Ltd.

72.92%* 100%* 70.01%* 100%* 100%* 100%* 100%*

Asia Asset Muthoot Muthoot Muthoot Belstar Muthoot Finance Insurance Muthoot Asset Homefin Microfinanc Trustee Pvt. PLC., Sri Brokers Money Ltd. Managemnt (India) Ltd. e Ltd. Ltd. Lanka Pvt. Ltd. Pvt. Ltd.

*Muthoot Finance Ltd’s equity share capital holding in the Investee company as at June 30, 2021. iii) Brief particulars of the management of the Company;

Under the Articles of Association, we are required to have not less than three Directors and not more than 12 Directors. We currently have 10 Directors on the Board out of which 6 are independent directors.

13 Profile of Directors

George Jacob Muthoot

George Jacob Muthoot has a degree in civil engineering from Manipal University and is a businessman by profession. He is a member of the Trivandrum Management Association, the Confederation of Real Estate Developers Association of India (Trivandrum) and the Trivandrum Agenda Task Force. He is also a member of the Rotary Club, Trivandrum (South), governing body member of the Charitable and Educational Society of Trivandrum Orthodox Diocese, Ulloor, Trivandrum, Finance Committee Member, Mar Diocese College of Pharmacy, Althara, Trivandrum and Mar Gregorious Orthodox Christian Mercy Fellowship, Trivandrum. He has over fourty years of experience in managing businesses operating in the field of financial services.

George Alexander Muthoot

George Alexander Muthoot is a Chartered Accountant who qualified with first rank in Kerala and was ranked 20th overall in India, in 1978. He has a bachelor degree in commerce from Kerala University where he was a rank holder and gold medalist. He was also awarded the Times of India group Business Excellence Award in customised Financial Services in March 2009. He was also awarded the CA Business Leader Award under Financial Services Sector from the Institute of Chartered Accountants of India for 2013. He served as the Chairman of the Kerala Non banking Finance Companies Welfare Association from 2004 to 2007 and is currently its Vice Chairman. He is also the Member Secretary of Finance Companies Association, Chennai. He has over forty years of experience in managing businesses operating in the field of financial services.

George Thomas Muthoot

George Thomas Muthoot is a businessman by profession. He is an undergraduate. He has over forty years of experience in managing businesses operating in the field of financial services.

Alexander George

Alexander George is an MBA graduate from Thunderbird, The Garvin School of International Management, Glendale, Arizona, USA. He joined Muthoot Finance Limited in 2006 and has been heading the marketing, operations and international expansion of the Company. Under his dynamic leadership and keen vision, the Company has enhanced its brand visibility through innovative marketing strategies and has also implemented various IT initiatives that have benefitted both the customers and employees.

Ms. Usha Sunny

Mr. Jose Mathew

14 Mr. Jose Mathew is a qualified Chartered Accountant and became the Member of the Institute of Chartered Accountants of India in 1977. He was employed with M/s Kerala State Drugs & Pharmaceutical Ltd, a Government of Kerala Undertaking from 1978 in various positions and demitted office as Managing Director in 1996 – 97. He was also a Director of M/s Vellappally Plantations Pvt Ltd. He also served as the Secretary and General Manager Finance of M/s Kerala State Industrial Enterprises, a holding Company of Government of Kerala during the year 1991- 92 and as the member of the first Responsible Tourism Committee constituted by Department of Tourism, Government of Kerala. He was a Management Committee member of Kerala Travel Mart Society, a private - public association/ Society of travel & tourism fraternity and the Treasurer & Secretary of Kerala Travel Mart Society.

Justice (Retd.) Jacob Benjamin Koshy

Mr. Ravindra Pisharody

Mr. Ravindra Pisharody is a corporate business leader and management professional with over 35 years of experience across diverse industries. He was a whole-time director on the board of Tata Motors Limited, where he was heading the commercial vehicles business unit. During his career, Mr. Ravindra Pisharody held national, regional and global leadership roles in sales, marketing, business management and strategy development. Currently, he is a Non-Executive Director on the Boards of several companies, and is an adviser to many other companies. He also undertakes coaching and mentoring assignments.

Mr. Vadakkakara Antony George

15 Vadakkakara Antony George holds a bachelor’s degree in mechanical engineering and is also as Associate of the Indian Institute of Banking and Finance. .

Mr. Pratip Chaudhuri

iv. Project cost and means of financing, in case of funding of new projects Not Applicable v. Financial Information- Balance Sheet, Profit & Loss Statement, Cash Flow Statement on Standalone and Consolidated basis for three completed years and auditor qualifications , if any

TDD Annexure- A1 & A2 vi. Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company.

- There were no change in accounting policies during the last three years.

- The Company has adopted Indian Accounting Standards (‘Ind AS’) as notified under Section 133 of the Companies Act 2013 (’the Act’) read with the Companies (Indian Accounting Standards) Rules 2015 from 1st April 2018. The effective date of transition to Ind AS is 1st April 2017 and the same has been carried out from the erstwhile Accounting Standards notified under the Act, read with relevant rules of Companies (Accounts) Rules 2014, guidelines issued by the Reserve Bank of India and other generally accepted accounting principles in India .

vii. Financial Information- Key Operational and Financial Parameters for the last 3 Audited years

TDD Annexure - B viii. Details of contingent liabilities of the issuer based on the last audited financial statements

TDD Annexure - C ix. Management’s perception of risk factors

TDD Annexure - D

16 c. Brief history of the Issuer since its incorporation giving details of its following activities:- i) Brief history from the Date of incorporation of the Company

Amalgamation of Muthoot Enterprises Private Limited with our Company

Demerger of Radio Business

17 Initial Public Offer of equity shares and listing in stock exchanges

The share capital of our Company as of June 30, 2021 is set forth below:

Amount in Rs. A Authorised share capital 450,000,000 Equity Shares of Rs.10.00 each 4,500,000,000.00 5,000,000 Redeemable Preference Shares of Rs.1,000.00 each 5,000,000,000.00 TOTAL 9,500,000,000.00

B Issued, subscribed and paid-up share capital 401,199,411 Equity Shares of Rs.10.00 each 4,011,994,110.00

C Securities Premium Account 15,017,495,022.17

(b) size of the present offer; As per Summary Term Sheet

(A) after the offer;. Since the present issue pertains to Secured Redeemable Non-convertible Debentures , it will not have an impact on the Issued & Paid-up Capital of the Company

(B) after conversion of convertible instruments (if applicable) Not Applicable

(d) share premium account (before and after the offer) Not Applicable

iii) Changes in its capital structure as on last quarter end, for the last five years:-

TDD Annexure - E iv) Equity Share Capital History of the Company as on last quarter end, for the last five years:-

TDD Annexure- F

18 v) Details of any Acquisition or Amalgamation in the last 1 year.

NIL

vi) Details of any Reorganization or Reconstruction in the last 1 year:-

NIL

vii) Dividends declared by the company in respect of the three financial years immediately preceding the date of circulation of offer letter; interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid) Financial Year Dividend per Equity Interest Coverage Ratio Share of face value (Cash Profit/Interest Rs.10 each (Rs.) cost)

FY 2020-21 20.0 2.02

FY 2019-20 15.0 2.10

FY 2018-19 12.0 1.91

d. Details of the shareholding of the Company as on the latest quarter end:-

i) Details of the shareholding pattern of the Company as on last quarter end:-

TDD Annexure - G

ii) List of top 10 holders of equity shares of the Company as on the latest quarter end:-

TDD Annexure – H e. Details regarding the directors of the Company:-

i) Details of the current directors of the Company :-

TDD Annexure - I

ii) Details of change in directors since last three years:-

TDD Annexure - I f. Details regarding the auditors of the Company:-

i) Details of the auditor of the Company

TDD Annexure – J

19 ii) Details of change in auditor since last three years:-

TDD Annexure - J g. Details of borrowings of the Company, as on the latest quarter end:- i) Details of Secured Loan Facilities :-

TDD Annexure - K ii) Details of Unsecured Loan Facilities:-

TDD Annexure - K iii) Details of NCDs:-

TDD Annexure - K iv) List of Top 10 Debenture Holders

TDD Annexure - K v) The amount of corporate guarantee issued by the Issuer

TDD Annexure - K vi) Details of Commercial Paper:-

TDD Annexure – K vii) Details of Rest of the borrowing ( if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares ) :-

NIL viii) Disclosures on Asset Liability Management (ALM) based on latest audited financials:

TDD Annexure- L ix) Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years

There are no defaults and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years x) Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option;

20 xi) Details of default and non-payment of statutory dues, duration of default and present status

TDD Annexure- M h. Details of Promoters of the Company:-

The following individuals are the Promoters of our Company:

1. George Jacob Muthoot; 2. George Thomas Muthoot; 3. George Alexander Muthoot; For additional details on the age, background, personal address, educational qualifications, experience and other directorships of our Promoters, see the section titled “Brief particulars of the management of the Company ” as well as TDD Annexure – N titled “Details regarding the promoters “ of this TDD.

Shareholding Pattern of our Promoters as on June 30, 2021

S. No. Name of the Total No. of Percentage of No. of Shares Percentage of Shareholder Equity shareholding(%) pledged Shares Shares* to the total pledged share capital of our Company 1. George Thomas 43,630,900 10.88 Nil Nil Muthoot 2. George Jacob 43,630,900 10.88 Nil Nil Muthoot 3. George 43,630,900 10.88 Nil Nil Alexander Muthoot Total 130,892,700 32.64 *All Equity Shares held by the Promoters are in dematerialised form i. Disclosures with regard to interest of directors, litigation etc. TDD Annexure O & P j. Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities.

Subject to the risk factors mentioned in this TDD under section A(b)-ix titled ‘Management’s perception of risk factors’ and circumstances/situations that may arise there from, in our opinion, there are no material event/ development or change having implications on the financials/credit quality, which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities.

21 k. The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given his consent to the Issuer for his appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities.

IDBI Trusteeship Services Limited has given their consent to the Issuer for its appointment to act as Debenture Trustee for the Debenture holders and in all the subsequent periodical communications sent to the Debenture holders vide their letter dated March 01 , 2021 for an amount aggregating to Rs.1707 crs to be issued on private placement. l. The detailed rating rationale (s) adopted (not older than one year on the date of opening of the issue)/ credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed.

TDD Annexure – Q1 & Q2 & Q3 m. If the security is backed by a guarantee or letter of comfort or any other document / letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure( procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document.

NIL n. Disclosures in accordance with the SEBI Circular dtd November 03 ,2020 with respect to appointment of Debenture Trustee and Consent letter from the Debenture Trustee.

TDD Annexure – R1 & R2 o. Other details i) DRR creation - relevant regulations and applicability TDD Annexure - S ii) Issue/instrument specific regulations - relevant details (Companies Act, RBI guidelines, etc). TDD Annexure - S iii) Application process

TDD Annexure – T

B. ISSUE DETAILS a. Summary term sheet TDD Annexure – U b. Cash Flow Illustration

TDD Annexure – V C . DISCLOSURES PERTAINING TO WILFUL DEFAULT

Neither the issuer nor any of its promoters or directors has been declared as a wilful defaulter.

D. PAS- 4 TDD Annexure – W

E. DECLARATION BY DIRECTORS The Company and each of the Directors of the Company hereby confirm that : 1) the Company is in compliance with the provisions of Securities Contracts (Regulation) Act, 1956 and the Securities and Exchange Board of India Act, 1992, Companies Act,2013 and the rules and regulations made thereunder; 2) the compliance with the Act and the rules made thereunder does not imply that payment of dividend or interest or repayment of debentures, if applicable, is guaranteed by the Central Government; and 3) the monies received under the offer shall be used only for the purposes and objects indicated in the Offer document; 4) whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association 5) the Permanent Account Number, Aadhaar Number, Driving License Number, Bank Account Number(s) and Passport Number of the promoters and Permanent Account Number of directors have been submitted to the stock exchanges on which the non-convertible securities are proposed to be listed, at the time of filing the draft offer document.

F. DECLARATION BY THE AUTHORISED PERSON ISSUING THE SDD &TDD

I am authorized by the Board of Directors of the Company vide resolution February 19 , 2021, to sign the SDD dated March 01 ,2021 and further updated by this TDD and declare that all the requirements of the Companies Act, 2013 and the rules made thereunder in respect of the subject matter of the SDD and TDD and matters incidental thereto have been complied with. Whatever is stated in the SDD and TDD and in the attachments thereto is true, correct and complete and no information material to the subject matter

23 .l the sDo .nd lDD hs ben suppre$.d or [email protected] a.d 16 as pt. the oridnal E.odr mahtahed by th.pEnor.R$b* brr to rh. M.m.Bndum of A$od*ro. lnd Afrrcl.s ofAs€r*b.,

I ir iinhd decldEd dnd wdned that rll th. EqurEd atu.hh.ib hrv. b..n 6mpr4ly, 6redy .nd

For Muthoot Flnance Ltd TDD Annexure – A1

Audited Consolidated Balance Sheet

(Rs. In millions) As at March 31, As at March 31, As at March 31, Particulars 2021 2020 2019 ASSETS I Financial Assets

Cash and cash equivalents a) 77,775.20 58,347.65 20,056.62

Bank balance other than (a) above b) 2,434.87 2,958.88 1,978.22

Derivative financial instruments c) 153.64 3,448.94 - d) Receivables

(I) Trade receivables 98.02 89.82 216.75

(II) Other receivables - - -

Loans e) 5,88,085.17 4,70,677.41 3,87,263.27

Investments f) 8,085.05 6,302.16 2,111.26

Other financial assets g) 4,383.41 2,448.75 1,757.85

II Non-financial Assets

Current tax assets (Net) a) 93.96 94.25 20.29

Deferred tax Assets (Net) b) 592.75 171.04 369.40

Investment Property c) 139.45 156.48 156.97

Property, Plant and Equipment d) 2,575.11 2,426.87 2,055.82

Right to use Assets e) 170.01 167.56 -

Capital work-in-progress f) 384.77 287.36 228.30

Goodwill g) 299.96 299.96 299.96

Other Intangible assets h) 86.31 85.37 79.85

Intangible assets under development i) 0.55 - -

Other non-financial assets j) 1,056.12 854.42 753.43

Total Assets 6,86,414.35 5,48,816.92 4,17,347.99

25 As at March 31, As at March 31, As at March 31, Particulars 2021 2020 2019 LIABILITIES AND EQUITY LIABILITIES I Financial Liabilities

Derivative financial instruments a) 3,305.19 - - b) Payables (I) Trade payables (i) total outstanding dues of micro enterprises and small enterprises - - - (ii) total outstanding dues of creditors

other than micro enterprises and 2,111.53 2,259.40 1,664.05 small enterprises (II) Other payables (i) total outstanding dues of micro enterprises and small enterprises - - - (ii) total outstanding dues of creditors

other than micro enterprises and 2.31 - - small enterprises

Debt securities c) 1,46,669.90 1,02,659.84 82,149.41 Borrowings (other than debt d) securities) 3,51,009.78 3,00,115.44 2,11,314.21

Deposits e) 2,579.53 2,560.06 2,618.98

Subordinated liabilities f) 3,706.89 4,016.56 5,192.51

Lease liabilities g) 177.57 167.72 -

Other financial liabilities h) 13,598.40 11,884.77 10,466.26

II Non-financial Liabilities

Current tax liabilities (net) a) 1,302.75 808.33 611.94

Provisions b) 3,695.29 3,712.33 2,165.33

Deferred tax liabilities (net) c) 142.21 151.03 10.34

Other non-financial liabilities d) 517.00 467.92 419.19

EQUITY

Equity share capital a) 4,011.96 4,010.37 4,006.61

Other equity b) 1,51,738.29 1,14,281.73 95,305.39 Equity attributable to the owners of the parent 1,55,750.25 1,18,292.10 99,312.00

26 As at March 31, As at March 31, As at March 31, Particulars 2021 2020 2019

Non-controlling interest c) 1,845.75 1,721.42 1,423.77

Total Liabilities and Equity 6,86,414.35 5,48,816.92 4,17,347.99

There have been no audit qualifications in the last three years

27 Audited Consolidated Statement of Profit and Loss

(Rs. In millions) For the year For the year For the year ended March ended March 31, ended March 31, Particulars 31, 2021 2020 2019 Revenue from operations

Interest income (i) 1,12,315.79 94,177.36 74,160.10

Dividend income (ii) 0.13 9.19 -

Net gain on fair value changes (iii) 1,648.37 739.79 554.88 Net gain on derecognition of financial

(iv) instruments under amortised cost 237.16 779.30 category 118.51

Sale of services (iv) 120.33 191.14 229.51

Service charges (v) 986.08 943.02 881.32

Total Revenue from operations I 1,15,307.86 96,839.80 75,944.32

Other Income II 356.33 232.87 66.17

Total Income (I + II) III 1,15,664.19 97,072.67 76,010.49

Expenses

Finance costs (i) 40,999.29 31,728.40 25,354.65

Impairment on financial instruments (ii) 2,552.15 1,870.80 678.51

Employee benefits expenses (iii) 11,892.72 12,084.90 10,133.43 Depreciation, amortization and (iv) impairment 673.60 592.42 516.93

Other expenses (v) 8,231.63 8,192.24 6,731.69

Total Expenses (IV) IV 64,349.39 54,468.76 43,415.21

Profit before tax (III- IV) V 51,314.80 42,603.91 32,595.28

VI Tax Expense:

28 For the year For the year For the year ended March ended March 31, ended March 31, Particulars 31, 2021 2020 2019

(1) Current tax 13,359.62 10,779.28 11,466.73

(2) Deferred tax (225.02) 137.32 (138.82)

(3) Taxes relating to prior years (8.50) 0.50 237.76

Profit for the period (V-VI) VII 38,188.70 31,686.81 21,029.61

VIII Other Comprehensive Income (i) Items that will not be reclassified

A) to profit or loss: - Remeasurements of defined benefit plans 77.02 (49.65) (28.06) - Fair value changes on equity

instruments through Other 375.81 84.81 33.89 Comprehensive Income -Changes in value of forward element of forward contract (553.14) 343.69 - (ii) Income tax relating to items that will not be reclassified to profit or loss 26.09 (95.75) (2.50)

Subtotal (A) (74.22) 283.10 3.33

(i) Items that will be reclassified to

B) profit or loss: - Gain/ (loss) from translating

financial statements of foreign (46.86) (15.60) (40.06) operations -Fair value gain on debt instruments through other comprehensive income (9.84) (0.25) 17.63 - Effective portion of gain on hedging instruments in cash flow hedges (658.81) 426.35 - (ii) Income tax relating to items that will be reclassified to profit or loss 168.29 (107.24) (5.13)

Subtotal (B) (547.22) 303.26 (27.56)

Other Comprehensive Income (A+B) (VIII) (621.44) 586.36 (24.23)

Total comprehensive income for the IX period (VII+VIII) 37,567.26 32,273.17 21,005.38

Profit for the period attributable to

29 For the year For the year For the year ended March ended March 31, ended March 31, Particulars 31, 2021 2020 2019

Owners of the parent 38,043.97 31,382.45 20,780.13

Non-controlling interest 144.73 304.36 249.48

Other comprehensive income

attributable to

Owners of the parent (607.79) 591.20 (11.11)

Non-controlling interest (13.65) (4.84) (13.12)

Total comprehensive income for the

period attributable to

Owners of the parent 37,436.18 31,973.65 20,769.02

Non-controlling interest 131.08 299.52 236.36

Earnings per equity share (quarterly

X figures are not annualised) (Face value of Rs. 10 each)

Basic (Rs.) 94.84 78.30 51.92

Diluted (Rs.) 94.76 78.20 51.82

30 Audited Consolidated Cash Flow Statement

(Rs. In millions) For the year For the year For the year ended March 31, ended March 31, ended March 31, Particulars 2021 2020 2019 A Cash flow from Operating activities

Profit before tax 51,314.80 42,603.91 32,595.28 Adjustments to reconcile profit

before tax to net cash flows: Depreciation, amortisation and impairment 673.60 592.42 516.93

Impairment on financial instruments 2,552.15 1,870.80 678.51

Finance cost 40,999.29 31,728.40 25,354.65 (Profit)/Loss on sale of Property, plant and equipment (7.19) (0.11) 4.20

Provision for Gratuity 159.52 176.21 208.28

Provision for Compensated absences 17.52 137.78 16.13 Provision for unspent expenditure on Corporate Social Responsibility 120.49 - - Provision for Employee benefit

expense - Share based payments for 14.04 31.03 employees 47.69 Provision for refund of interest on interest 19.00 - -

Interest income on investments (1,154.55) (474.33) (204.77)

Dividend income (0.13) (9.19) -

(Profit)/Loss on sale of mutual funds (1,618.18) (707.46) (547.57)

Unrealised gain on investment (29.39) (31.03) (7.31) Operating Profit Before Working Capital Changes 93,060.97 75,918.43 58,662.02 Adjustments for: (Increase)/Decrease in Trade receivables (8.20) 126.93 49.77 (Increase)/Decrease in Bank balances other than cash and cash equivalents 523.91 (980.66) (920.07)

(Increase)/Decrease in Loans (1,20,849.04) (83,860.48) (64,802.61) (Increase)/Decrease in Other financial assets (1,134.17) (647.61) (414.75) (Increase)/Decrease in Other non- financial assets (160.87) (169.73) (50.47)

31 For the year For the year For the year ended March 31, ended March 31, ended March 31, Particulars 2021 2020 2019 Increase/(Decrease) in Other financial liabilities (148.43) (97.06) (54.27) Increase/(Decrease) in Other non financial liabilities 51.10 73.94 (183.84)

Increase/(Decrease) in Trade payables (145.56) 570.23 403.94

Increase/(Decrease) in Provisions (248.32) (262.28) (234.45) Cash generated from/ (used in) operations (29,058.61) (9,328.29) (7,544.73)

Finance cost paid (36,211.41) (29,712.31) (28,723.72)

Income tax paid (12,872.87) (10,660.38) (11,973.58) Net cash from / (used in) operating activities (78,142.89) (49,700.98) (48,242.03)

B Cash flow from Investing activities Purchase of Property, plant and equipment and intangible assets (Including Capital work in progress and (914.80) (919.84) (769.00) Intangible assets under development) Proceeds from sale of Property, plant and equipment 17.08 4.44 3.11 (Increase)/Decrease in Investment Property 8.65 (2.28) (16.85) (Increase)/Decrease in Investment in mutual funds (Net) 5,343.78 (3,288.54) 1,581.81

Investments in quoted equity shares - (249.39) - (Increase)/Decrease in Investments at amortised cost (5,159.07) 383.98 (598.35)

Investments in unquoted equity shares - (241.78) (750.00)

Acquisition of shares in subsidiaries - - (1,273.29) Interest received on investments / Treasury bills 1,100.04 465.81 175.71

Dividend income 0.13 9.19 - Net cash from / (used in) investing activities 395.81 (3,838.41) (1,646.86)

C Cash flow from Financing activities Proceeds from issue of equity share capital 7.92 18.76 30.71 Proceeds from issue of subsidiary shares to Non-controlling interest - - 639.70

32 For the year For the year For the year ended March 31, ended March 31, ended March 31, Particulars 2021 2020 2019

Increase / (decrease) in Debt securities 43,962.63 21,723.50 28,407.66 Increase / (decrease) in Borrowings (other than Debt securities) 53,374.48 85,846.17 40,698.39

Increase / (decrease) in Deposits 157.58 (12.48) 106.23 Increase / (decrease) in Subordinated liabilities (297.60) (2,529.54) (6,372.51) Payment of lease liabilities and interest on lease liabilities (74.04) (62.14) - Dividend paid (including dividend distribution tax as applicable) (6.75) (13,055.28) - Net cash from / (used in) financing activities 97,124.22 91,928.99 63,510.18

Net increase/(decrease) in cash and D cash equivalents (A+B+C) 19,377.14 38,389.60 13,621.29

Net foreign exchange difference (29.46) (8.67) (14.08) Cash and cash equivalents acquired on acquisition of subsidiary - - 37.35 Cash and cash equivalents at April 01, 2020/ April 01, 2019/ April 01, 2018 58,659.38 20,278.45 6,412.06 Cash and cash equivalents at March

31, 2021/ March 31, 2020 / March 31, 78,007.06 58,659.38 20,056.62 2019

TDD Annexure – A2

Audited Standalone Balance Sheet (Rs in Millions) As at March 31, As at March 31, As at March 31, Particulars 2021 2020 2019 ASSETS I Financial Assets

Cash and cash equivalents a) 71,166.99 55,045.67 17,134.85

Bank balance other than (a) above b) 731.22 1,359.75 220.23

Derivative financial instruments c) 153.64 3,448.94 - d) Receivables

(I) Trade receivables 34.73 47.31 160.59

(II) Other receivables - - -

Loans e) 5,40,633.91 4,26,041.73 3,49,329.32

Investments f) 15,902.83 14,383.42 9,825.56

Other financial assets g) 2,099.08 1,056.77 1,079.02

II Non-financial Assets

Deferred tax assets (net) a) 286.47 - 175.15

Property, Plant and Equipment b) 2,415.84 2,227.34 1,866.58

Capital work-in-progress c) 384.77 287.36 228.30

Other Intangible assets d) 53.58 50.50 58.97

Other non-financial assets e) 786.18 647.75 608.43

Total Assets 6,34,649.24 5,04,596.54 3,80,687.00

LIABILITIES AND EQUITY LIABILITIES I Financial Liabilities

Derivative financial instruments a) 3,305.19 - - b) Payables (I) Trade payables (i) total outstanding dues of micro enterprises and small enterprises - - -

34 As at March 31, As at March 31, As at March 31, Particulars 2021 2020 2019 (ii) total outstanding dues of

creditors other than micro 2,017.11 2,184.98 1,633.97 enterprises and small enterprises (II) Other payables (i) total outstanding dues of micro enterprises and small enterprises - - - (ii) total outstanding dues of

creditors other than micro - - - enterprises and small enterprises

Debt securities c) 1,37,960.58 99,618.81 79,869.53 Borrowings (other than debt d) securities) 3,19,405.81 2,68,705.85 1,84,174.79

Subordinated liabilities e) 2,096.37 2,975.76 4,287.20

Other financial liabilities f) 12,135.14 10,617.15 9,763.86

II Non-financial Liabilities

Current tax liabilities (net) a) 1,282.41 781.54 604.47

Provisions b) 3,626.02 3,632.99 2,106.20

Deferred tax liabilities (net) c) - 40.01 -

Other non-financial liabilities d) 431.68 321.32 319.79

EQUITY

Equity share capital a) 4,011.96 4,010.37 4,006.61

Other equity b) 1,48,376.97 1,11,707.76 93,920.58

Total Liabilities and Equity 6,34,649.24 5,04,596.54 3,80,687.00

There have been no audit qualifications in the last three years. Auditors report can be accessed at

FY 2020-21: https://www.muthootfinance.com/sites/default/files/2021- 08/Standalone%20%26%20Consol%20FS%202020-21.pdf FY 2019-20: https://www.muthootfinance.com/sites/default/files/2020-09/Muthoot-AR-2019- 20.pdf FY 2018-19: https://www.muthootfinance.com/sites/default/files/2020- 07/ANNUAL%20REPORT%20FOR%20FY%202018-19.pdf

Audited Standalone Statement of Profit and Loss

(Rs. In million)

For the year For the year For the year ended March 31, ended March 31, ended March 31, Particulars 2021 2020 2019 Revenue from operations

Interest income (i) 1,03,285.29 85,644.00 67,570.12

Dividend income (ii) 15.76 22.32 -

Net gain on fair value changes (iii) 1,595.22 695.54 480.50

Sale of services (iv) 121.23 191.14 229.51

Service charges (v) 554.62 593.42 501.95

Total Revenue from operations I 1,05,572.12 87,146.42 68,782.08

Other Income II 171.47 81.49 24.22

Total Income (I + II) III 1,05,743.59 87,227.91 68,806.30

Expenses

Finance costs (i) 36,924.41 27,909.40 22,368.44

Impairment on financial instruments (ii) 949.77 957.28 275.48

Employee benefits expenses (iii) 10,062.50 10,289.55 8,975.53 Depreciation, amortization and (iv) impairment 507.12 430.89 420.86

Other expenses (v) 7,234.66 7,066.69 5,997.83

Total Expenses (IV) IV 55,678.46 46,653.81 38,038.14

Profit before tax (III- IV) V 50,065.13 40,574.10 30,768.16

VI Tax Expense:

36 For the year For the year For the year ended March 31, ended March 31, ended March 31, Particulars 2021 2020 2019

(1) Current tax 12,959.39 10,378.06 10,937.68

(2) Deferred tax (116.04) 12.09 (114.75)

(3) Taxes relating to prior years - 0.95 223.81

Profit for the period (V-VI) VII 37,221.78 30,183.00 19,721.42

VIII Other Comprehensive Income (i) Items that will not be reclassified

A) to profit or loss: - Remeasurements of defined benefit plans 70.52 (48.03) (22.88) - Fair value changes on equity

instruments through Other 375.81 84.81 Comprehensive Income 33.89 -Changes in value of forward element of forward contract (553.14) 343.69 - (ii) Income tax relating to items that

will not be reclassified to profit or 26.88 (95.76) loss (3.85)

Subtotal (A) (79.93) 284.71 7.16

(i) Items that will be reclassified to

B) profit or loss: - Effective portion of gain on

hedging instruments in cash flow (658.81) 426.35 - hedges (ii) Income tax relating to items that will be reclassified to profit or loss 165.81 (107.30) -

Subtotal (B) (493.00) 319.05 -

Other Comprehensive Income (A+B) (VIII) (572.93) 603.76 7.16

Total comprehensive income for IX the period (VII+VIII) 36,648.85 30,786.76 19,728.58

Earnings per equity share (quarterly

X figures are not annualised) (Face value of Rs. 10 each)

Basic (Rs.) 92.79 75.31 49.27

37 For the year For the year For the year ended March 31, ended March 31, ended March 31, Particulars 2021 2020 2019

Diluted (Rs.) 92.71 75.21 49.18

Audited Standalone Cash Flow Statement

(Rs. in millions)

For the year For the year For the year ended March 31, ended March 31, ended March 31, Particulars 2021 2020 2019 A Cash flow from Operating activities

Profit before tax 50,065.13 40,574.10 30,768.16 Adjustments to reconcile profit

before tax to net cash flows: Depreciation, amortisation and impairment 507.12 430.89 420.86

Impairment on financial instruments 949.77 957.28 275.48

Finance cost 36,924.41 27,909.40 22,368.44

(Profit)/Loss on sale of mutual funds (1,595.21) (628.58) (480.50) (Profit)/Loss on sale of Property, plant and equipment (8.70) 0.08 3.80

Provision for Gratuity 145.64 153.50 135.21

Provision for Compensated absences 17.12 137.78 16.13 Provision for unspent expenditure on Corporate Social Responsibility 120.49 - - Provision for Employee benefit

expense - Share based payments for 14.04 31.03 employees 47.69 Provision for refund of interest on interest 19.00 - -

Interest income on investments (868.56) (278.66) (126.13)

Dividend income (15.76) (22.32) -

Unrealised gain on investment - (66.96) - Operating Profit Before Working Capital Changes 86,274.49 69,197.54 53,429.14 Adjustments for:

38 For the year For the year For the year ended March 31, ended March 31, ended March 31, Particulars 2021 2020 2019 (Increase)/Decrease in Trade receivables 12.58 113.28 69.42 (Increase)/Decrease in Bank balances other than cash and cash equivalents 628.53 (1,139.52) 97.71

(Increase)/Decrease in Loans (1,16,183.93) (76,379.73) (54,788.33) (Increase)/Decrease in Other financial assets (232.08) 59.06 100.72 (Increase)/Decrease in Other non- financial assets (91.42) (106.26) (68.11) Increase/(Decrease) in Other financial liabilities 2.89 (410.35) (525.67) Increase/(Decrease) in Other non financial liabilities 110.36 1.53 (194.70) Increase/(Decrease) in Trade payables (167.87) 551.01 395.10

Increase/(Decrease) in Provisions (201.60) (102.50) - Cash generated from/ (used in) operations (29,848.05) (8,215.94) (1,484.72)

Finance cost paid (32,440.85) (26,162.35) (25,738.42)

Income tax paid (12,476.27) (10,201.93) (11,357.52) Net cash from / (used in) operating activities (74,765.17) (44,580.22) (38,580.66)

B Cash flow from Investing activities Purchase of Property, plant and

equipment and intangible assets (849.13) (779.03) (612.02) (Including Capital work in progress) Proceeds from sale of Property, plant and equipment 14.71 3.65 2.79 (Increase)/Decrease in Investment in mutual funds (Net) 5,662.20 (3,371.42) 780.81 (Increase)/Decrease in Investments at amortised cost (5,172.59) 606.00 (595.80) Investments in unquoted equity shares - (241.78) (750.00)

Acquisition of shares in subsidiaries - (559.84) (4,752.99)

Investments in quoted equity shares - (249.39) -

Interest received on investments 804.75 280.78 78.41

39 For the year For the year For the year ended March 31, ended March 31, ended March 31, Particulars 2021 2020 2019

Dividend income 15.76 22.32 - Net cash from / (used in) investing activities 475.70 (4,288.71) (5,848.80)

C Cash flow from Financing activities Proceeds from issue of equity share capital 7.92 18.76 30.71 Increase / (decrease) in Debt securities 38,291.15 19,615.71 28,113.89 Increase / (decrease) in Borrowings (other than Debt securities) 52,995.03 81,508.57 35,447.27 Increase / (decrease) in Subordinated liabilities (883.31) (1,317.69) (6,579.47) Dividend paid (including dividend distribution tax) - (13,045.60) - Net cash from / (used in) financing activities 90,410.79 86,779.75 57,012.40

Net increase/(decrease) in cash and D cash equivalents (A+B+C) 16,121.32 37,910.82 12,582.94 Cash and cash equivalents at April 01, 2020/ April 01, 2019/ April 01, 2018 55,045.67 17,134.85 4,551.91 Cash and cash equivalents at March

31, 2021/ March 31, 2020 / March 71,166.99 55,045.67 17,134.85 31, 2019

40 TDD Annexure - B Key operational and Financial Parameters on a consolidated basis

(As per Indian Accounting Standards-Ind AS as applicable to the Company)

Particulars (Summary information during / 2021 2020 2019 As at end of Financial Year) BALANCE SHEET Assets

Property, Plant and Equipment 2,575.11 2,426.87 2,055.82

Financial Assets 6,81,015.36 5,44,273.60 4,13,383.97 Non-financial Assets excluding Property , Plant and Equipment 2,823.88 2,116.45 1,908.20

Total Assets 6,86,414.35 5,48,816.92 4,17,347.98

Liabilities Financial Liabilities

-Derivative financial instruments 3,305.19 - -

-Trade Payables 2,111.53 2,259.40 1,664.05

-Other Payables 2.31 - -

-Debt Securities 1,46,669.90 1,02,659.84 82,149.41

-Borrowings (other than Debt Securities) 3,51,009.78 3,00,115.44 2,11,314.21

-Deposits 2,579.53 2,560.06 2,618.98

-Subordinated liabilities 3,706.89 4,016.56 5,192.51

-Lease liabilities 177.57 167.71 -

-Other financial liabilities 13,598.40 11,884.77 10,466.26 Non-Financial Liabilities

-Current tax liabilities (net) 1,302.75 808.33 611.94

-Provisions 3,695.29 3,712.33 2,165.33

-Deferred tax liabilities (net) 142.21 151.03 10.34

-Other non-financial liabilities 517.00 467.92 419.19

Equity (Equity Share Capital and Other Equity) 1,55,750.25 1,18,292.10 99,312.00

Non-controlling interest 1,845.75 1,721.42 1,423.77

Total Liabilities and Equity 6,86,414.35 5,48,816.92 4,17,347.98

PROFIT AND LOSS

Revenue from operations 1,15,307.86 96,839.80 75,944.32

Other Income 356.33 232.87 66.17

Total Income 1,15,664.19 97,072.67 76,010.49

Total Expenses 64,349.39 54,468.76 43,415.21

Profit after tax for the year 38,188.70 31,686.81 21,029.61

Other Comprehensive Income -621.44 586.36 -24.23

Total Comprehensive Income 37,567.26 32,273.17 21,005.38

Earnings per equity share (Basic) 94.84 78.30 51.92

Earnings per equity share (Diluted) 94.76 78.20 51.82

Cash Flow

Net cash from / used in(-) operating activities -78,142.89 -49,700.98 -48,242.03

Net cash from / used in(-) investing activities 395.81 -3,838.41 -1,646.86

Net cash from / used in (-)financing activities 97,124.22 91,928.99 63,510.18 Net increase/decrease(-) in cash and cash equivalents 19,377.13 38,389.60 13,621.29 Cash and cash equivalents as per Cash Flow Statement as at end of Financial Year 78,007.06 58,659.38 20,056.62

Additional Information

Net worth 1,55,750.25 1,18,292.10 99,312.00

Cash and cash equivalents 77,775.20 58,347.65 20,056.62

Loans 5,88,085.17 4,70,677.41 3,87,263.27 Total Debts to Total Assets 73.42% 74.59% 72.19%

Interest Income 1,12,315.79 94,177.36 74,160.10

Interest Expense 40,999.29 31,728.40 25,354.65

Impairment on Financial Instruments 2,552.15 1,870.80 678.51 Bad Debts to Loans 0.14% 0.20% 0.08%

Key operational and Financial Parameters on a standalone basis (As per Indian Accounting Standards-Ind AS as applicable to the Company)

Particulars (Summary information during / 2021 2020 2019 As at end of Financial Year) BALANCE SHEET Assets

Property, Plant and Equipment 2,415.84 2,227.34 1,866.58

Financial Assets 6,30,722.40 5,01,383.59 3,77,749.57 Non-financial Assets excluding property , plant and equipment 1,511.00 985.61 1,070.85

Total Assets 6,34,649.24 5,04,596.54 3,80,687.00

Liabilities Financial Liabilities

-Derivative financial instruments 3,305.19 - -

-Trade Payables 2,017.11 2,184.98 1,633.97

-Debt Securities 1,37,960.58 99,618.81 79,869.53

-Borrowings (other than Debt Securities) 3,19,405.81 2,68,705.85 1,84,174.79

-Subordinated liabilities 2,096.37 2,975.76 4,287.20

-Other financial liabilities 12,135.14 10,617.15 9,763.86 Non-Financial Liabilities

-Current tax liabilities (net) 1,282.41 781.54 604.47

-Provisions 3,626.02 3,632.99 2,106.20

-Deferred tax liabilities (net) - 40.01 -

-Other non-financial liabilities 431.68 321.32 319.79

Equity (Equity Share Capital and Other Equity) 1,52,388.93 1,15,718.13 97,927.19

Total Liabilities and Equity 6,34,649.24 5,04,596.54 3,80,687.00

PROFIT AND LOSS

Revenue from operations 1,05,572.12 87,146.42 68,782.08

Other Income 171.47 81.49 24.22

Total Income 1,05,743.59 87,227.91 68,806.30

Total Expense 55,678.46 46,653.81 38,038.14

Profit after tax for the year 37,221.78 30,183.00 19,721.42 - Other Comprehensive income 572.93 603.76 7.16

Total Comprehensive Income 36,648.85 30,786.76 19,728.58

Earnings per equity share (Basic) 92.79 75.31 49.27

Earnings per equity share (Diluted) 92.71 75.21 49.18

Cash Flow

Net cash from / used in(-) operating -74,765.17 -44,580.22 -38,580.66 activities

Net cash from / used in(-) investing activities 475.70 -4,288.71 -5,848.80

Net cash from / used in (-)financing activities 90,410.79 86,779.75 57,012.40 Net increase/decrease(-) in cash and cash equivalents 16,121.32 37,910.82 12,582.94 Cash and cash equivalents as per Cash Flow Statement as at end of Financial Year 71,166.99 55,045.67 17,134.85

Additional Information

Net worth 1,52,388.93 1,15,718.13 97,927.19

Cash and cash equivalents 71,166.99 55,045.67 17,134.85

Loans 5,40,633.91 4,26,041.73 3,49,329.32

45 Loans (Principal Amount) 5,26,223.37 4,16,106.05 3,42,461.20 Total Debts to Total Assets 72.40% 73.58% 70.49%

Interest Income 1,03,285.29 85,644.00 67,570.12

Interest Expense 36,924.41 27,909.40 22,368.44

Impairment on Financial Instruments 949.77 957.28 275.48 Bad Debts to Loans 0.02% 0.14% 0.07% % Stage 3 Loans on Loans(Principal Amount) 0.88% 2.16% 2.72% % Net Stage 3 Loans on Loans (Principal 0.77% 1.93% 2.35% Amount) Tier I Capital Adequacy Ratio (%) 26.31% 24.30% 25.61% Tier II Capital Adequacy Ratio (%) 1.08% 1.17% 0.44%

Debt equity ratio of the issuer As on 31.03.2021 Before the Issue 3.02 After The Issue# 3.04 #The debt-Equity ratio post the Issue is indicative and is based on total outstanding debt and Equity funds as on March 31, 2021 and an assumed inflow of Rs.4,000.00 million from the issue as mentioned in this TDD and does not include contingent and off-balance sheet liabilities.

46 TDD Annexure - C

Details of Contingent Liabilities of the issuer based on the last audited financial statements (Rs. in Millions) Particulars As at March 31, As at March 31, 2021 2020

(a) Claims against the company not acknowledged as debt

(i) Income Tax Demands 1,762.81 1,788.96

(ii) Service Tax Demands 4,995.05 4,995.05

(iii) Others 426.97 426.97

(iv) Disputed claims against the company under litigation 70.08 61.48 not acknowledged as debts

(b) Guarantees - Counter Guarantees Provided to Banks 90.39 38.69

(c) Corporate Guarantee issued in favour of National Housing Bank for loan availed by wholly owned subsidiary M/s Muthoot 1,151.03 - Homefin (India) Limited [Amount of Guarantee ₹2,250.00 millions (Nil as at March 31,2020)]

(d) Others - 107.72

47 TDD Annexure-D

Management’s perception of risk factors; Prospective investors should carefully consider the risks and uncertainties mentioned below, in addition to the other information contained in the SDD & TDD , before making any investment decision relating to the NCDs. In making an investment decision, each investor must rely on its own examination of us and the terms of the offering of the NCDs, including the merits and risks involved prior to making any investment decision. If any of the following risks or other risks that are not currently known or are now deemed immaterial, actually occur, our business, financial condition and result of operation could suffer, the trading price of the NCDs could decline and you may lose all or part of your interest and/or redemption amounts. The risks and uncertainties described in this section are not the only risks that we currently face. Additional risks and uncertainties not known to us or that we currently believe to be immaterial may also have an adverse effect on our business, results of operations and financial condition.

The SDD & TDD contains forward looking statements that involve risk and uncertainties. Our Company’s actual results could differ materially from those anticipated in these forward looking statements as a result of several factors, including the considerations described below and elsewhere in the SDD &TDD.

INTERNAL RISK FACTORS

Risks relating to our Business and our Company

 Our business requires substantial capital, and any disruption in funding sources would have a material adverse effect on our liquidity , financial condition and cash flows.

48  Our business and financial performance is particularly vulnerable to interest rate risk. If we fail to adequately manage our interest rate risk in the future it could have an adverse effect on our net interest margin, thereby adversely affecting our business and financial condition.

 Major lapses of control, system failures or calamities could adversely impact our business.

 Our internal procedures, on which we rely for obtaining information on our customers and loan collateral, may be deficient and result in business losses.

49  We may not be able to maintain our current levels of profitability due to increased costs or reduced spreads.

 A major part of our branch network is concentrated in southern India and any disruption or downturn in the economy of the region would adversely affect our operations.

 Our employees may be the target of theft, burglary and other crimes which may adversely affect our business, operations, and ability to recruit and retain employees.

 Our Gold Loans are due within one year of disbursement, and a failure to disburse new loans may result in a reduction of our loan portfolio and a corresponding decrease in our interest income.

 We cannot assure you that the new products that we introduce will be profitable in the future.

 We have not entered into any definitive agreements to utilise a substantial portion of the net proceeds of the Issue.

 We may not be able to successfully sustain our growth strategy. Inability to effectively manage our growth and related issues could materially and adversely affect our business and impact our future financial performance.

 We may experience difficulties in expanding our business into additional geographical markets in India, which may adversely affect our business prospects, financial conditions and results of operations.

 A decline in our capital adequacy ratio could restrict our future business growth.

 If we fail to maintain effective internal control over financial reporting in the future, the accuracy and timing of our financial reporting may be adversely affected.

 Our indebtedness and restrictive covenants under financing agreements , whether it be debt instruments or borrowings in any form ,could restrict our ability to conduct our business and operations in the manner we decide. If we are held to be in breach of any financial or other covenants contained in any of our financing arrangements, our obligations may be accelerated and we may be required to immediately repay our borrowings either in whole or in part; Further , such breach might also make us liable for payment of additional interest, default interest, penal interest etc which could adversely affect our results of operations.

 We have certain contingent liabilities; in the event any of these contingent liabilities materialise, our financial condition may be adversely affected.

 Our ability to assess, monitor and manage risks inherent in our business differs from the standards of some of our counterparts in India and in some developed countries. Inability to effectively manage our risk management systems can adversely affect our business, financial condition and results of operation.

 Our results of operations could be adversely affected by any disputes with our employees.

 Our business strategy may change in the future and may be different from that which is contained herein. Any failure to successfully diversify into other businesses can adversely affect our financial condition.

 Our inability to detect money-laundering and other illegal activities fully and on a timely basis may expose us to additional liability and adversely affect our business and reputation.

 The new bankruptcy code in India may affect our rights to recover loans from borrowers.

 Our Promoters, Directors and related entities have interests in a number of entities, which are in businesses similar to ours and this may result in potential conflicts of interest with us.  We have entered into certain transactions with related parties. Any transaction with related parties may involve conflicts of interest

52  We continue to be controlled by our Promoters and they will continue to have the ability to exercise significant control over us. We cannot assure you that exercise of control by our Promoters will always favour our best interest.

 Our financial statements prepared in accordance with Ind AS may not be comparable to our financial statements prepared in accordance with Indian GAAP and may not offer sufficient basis for investors to analyse the Company’s financial condition and financial performance.

 This SDD includes certain unaudited financial information, which has been subjected to limited review, in relation to our Company. Reliance on such information should, accordingly, be limited.

EXTERNAL RISK FACTORS

Risk factors related to India

 Continuing spread of COVID-19 pandemic in India could adversely impact economy, businesses and daily human life. The extend of impact is uncertain and cannot be predicted.

 Changing laws, rules and regulations and legal uncertainties, including adverse application of tax laws and regulations, may adversely affect our business and financial performance.

 There could be political, economic or other factors that are beyond our control but may have a material adverse impact on our business and results of operations should they materialize.

53  A decline in India’s foreign exchange reserves may affect liquidity and interest rates in the Indian economy, which could adversely impact our financial condition.

Risks relating to the Issue and the NCDs

 Certain facts and statistics included in this SDD are derived from publications not independently verified by us.  Changes in interest rate may affect the price of our NCD. Any increase in rate of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the price of our NCDs.  There may be no active market for the NCDs , as a result , the liquidity and market prices of the NCDs may fail to develop and may accordingly be adversely affected.  Credit ratings may not reflect all risks. Credit rating may not reflect the potential impact of all risks related to structure, market, additional factors discussed here, and other factors that may affect the value of the NCDs.  Any downgrading in credit rating of our NCDs may adversely affect the value of NCDs and thus our ability to raise further debts.  Securities on our Secured NCDs rank as paripassu with our Company’s other secured indebtedness both present and future.

 Company covenants on the NCDs allotted a security cover of 100% or higher as per respective Term Sheet . While the compliance with security cover is ensured at the time of allotment of NCDs , any decrease in assets provided as security in future might result in Company not meeting the asset cover stipulated as per respective term sheet. This can adversely affect ability of the Company to meet its payment obligations. Further , in the unfortunate event of Company’s bankruptcy, winding-up or liquidation, lower amount of security will be available than as stipulated in the respective Term Sheet which might result in lower amounts recoverable by the holders of NCD.

 The rights over the security provided will not be granted directly to holders of the NCDs.

 Our Company’s obligations under the NCDs will be subordinated to certain tax and other liabilities preferred by law

 Payments to be made on the NCDs will be subordinated to certain tax and other liabilities preferred by law. In the event of bankruptcy, liquidation or winding-up, there may not be sufficient assets remaining to pay amounts due on the NCDs.

 The fund requirement and deployment mentioned in the Objects of the Issue have not been appraised by any bank or financial institution

 There may be a delay in making refund to Applicants , in case of an event of refund arises.

 While none of our securities or debt instruments have been denied permission to list in any stock exchange in India or abroad during last three years , any such refusal in future might adversely affect tradability as well as price of then existing other listed securities or debt instruments

55 TDD Annexure - E

Changes in the Authorised Capital of our Company as of June 30, 2021

Details of increase in authorised share capital since incorporation

S.No. Particulars of increase Date of Shareholders’ AGM/EGM meeting

TDD Annexure - F

A. Details of Share Capital

The share capital of our Company as of June 30, 2021 is set forth below:

Amount in Rs. A Authorised share capital 450,000,000 Equity Shares of Rs. 10.00 each 4,500,000,000.00 5,000,000 Redeemable Preference Shares of Rs. 1,000.00 each 5,000,000,000.00 TOTAL 9,500,000,000.00

B Issued, subscribed and paid-up share capital 40,11,99,411 Equity Shares of Rs. 10.00 each 4,011,994,110.00

C Securities Premium Account 15,017,495,022.17

B. Equity Share capital history of the Company

(a) Equity Share capital history of the Company as of June 30, ,2021

Date of No. of Face Iss Nature Reasons Cumulativ Cumulativ Cumulativ allotm Equity value ue of for e e e ent Shares (Rs.) pri conside allotmen ce ration t No. of Paid-up Equity (Rs. Equity Equity share ) Shares share premium capital (Rs.) (Rs.)

March 4,000 10.00 10. Cash Subscripti 4,000 40,000.00 - 14, 199 00 on to the 7 Memoran dum(1)

March 250,000 10.00 10. Cash Preferenti 254,00 2,540,000. - 30, 199 00 al 0 00 8 Allotment (2)

57 Date of No. of Face Iss Nature Reasons Cumulativ Cumulativ Cumulativ allotm Equity value ue of for e e e ent Shares (Rs.) pri conside allotmen ce ration t No. of Paid-up Equity (Rs. Equity Equity share ) Shares share premium capital (Rs.) (Rs.)

March 1,750,000 10.00 30. Cash Preferenti 2,004,0 20,040,000 35,000,000.00 06, 200 00 al 00 .00 2 Allotment (3)

March 1,993,230 10.00 - Conside Allotment 3,997,2 39,972,300 35,000,000.00 21, 200 ration pursuant 30 .00 5 other to scheme than of cash, amalgama pursuant tion.(4) to scheme of amalgam ation

Octobe 1,000,000 10.00 250 Cash Preferenti 4,997,2 49,972,300 275,000,000.00 r 31, 20 .00 al 30 .00 06 Allotment (5)

Februar 2,770 10.00 10. Cash Preferenti 5,000,0 50,000,000 275,000,000.00 y 27, 20 00 al 00 .00 07 Allotment (6)

July 31, 1,000,000 10.00 250 Cash Preferenti 6,000,0 60,000,000 515,000,000.00 2008 .00 al 00 .00 Allotment (7)

Octobe 42,000,000 10.00 - N.A. Bonus 48,000, 480,000,00 515,000,000.00 r 21, 20 issue in 000 0.00 08 the ratio 7:1(8)

58 Date of No. of Face Iss Nature Reasons Cumulativ Cumulativ Cumulativ allotm Equity value ue of for e e e ent Shares (Rs.) pri conside allotmen ce ration t No. of Paid-up Equity (Rs. Equity Equity share ) Shares share premium capital (Rs.) (Rs.)

Decem 1,000,000 10.00 250 Cash Preferenti 49,000, 490,000,00 755,000,000.00 ber 31, .00 al 000 0.00 2008 Allotment (9)

August 252,000,00 10.00 - N.A. Bonus 301,00 3,010,000, 0 29, 200 0 issue in 0,000 000.00 9 the ratio 36:7(10)

July 23, 6,404,256 10.00 123 Cash Preferenti 307,40 3,074,042, 723,680,928.00 2010 .00 al 4,256 560.00 allotment to Matrix Partners India Investme nts, LLC pursuant to the Matrix Investme nt Agreeme nt.

July 23, 6,404,256 10.00 123 Cash Preferenti 313,80 3,138,085, 1,447,361,856.0 2010 .00 al 8,512 120.00 0 allotment to Baring India Private Equity Fund III Limited pursuant to the

59 Date of No. of Face Iss Nature Reasons Cumulativ Cumulativ Cumulativ allotm Equity value ue of for e e e ent Shares (Rs.) pri conside allotmen ce ration t No. of Paid-up Equity (Rs. Equity Equity share ) Shares share premium capital (Rs.) (Rs.)

Baring Investme nt Agreeme nt

Septem 3,042,022 10.00 133 Cash Preferenti 316,85 3,168,505, 1,821,530,562.0 ber 08, .00 al 0,534 340.00 0 2010 allotment to Kotak India Private Equity Fund pursuant to the Kotak Investme nt Agreeme nt.

Septem 160,106 10.00 133 Cash Preferenti 317,01 3,170,106, 1,841,223,600.0 ber 08, .00 al 0,640 400.00 0 2010 allotment to Kotak Investme nt Advisors Limited pursuant to the Kotak Investme nt

60 Date of No. of Face Iss Nature Reasons Cumulativ Cumulativ Cumulativ allotm Equity value ue of for e e e ent Shares (Rs.) pri conside allotmen ce ration t No. of Paid-up Equity (Rs. Equity Equity share ) Shares share premium capital (Rs.) (Rs.)

Agreeme nt.

Septem 1,440,922 10.00 173 Cash Preferenti 318,45 3,184,515, 2,076,814,380.0 ber 23, .50 al 1,562 620.00 0 2010 allotment to Matrix Partners India Investme nts, LLC pursuant to the Matrix Investme nt Agreeme nt.

Septem 1,761,206 10.00 173 Cash Preferenti 320,21 3,202,127, 2,364,771,561.0 ber 23, .50 al 2,768 680.00 0 2010 allotment to The Wellcome Trust Limited (as trustee of The Wellcome Trust, United Kingdom ) pursuant to the Wellcome Investme nt

61 Date of No. of Face Iss Nature Reasons Cumulativ Cumulativ Cumulativ allotm Equity value ue of for e e e ent Shares (Rs.) pri conside allotmen ce ration t No. of Paid-up Equity (Rs. Equity Equity share ) Shares share premium capital (Rs.) (Rs.)

Agreeme nt.

May 03, 51,500,000 10.00 175 Cash Allotment 371,71 3,717,127, 10,862,271,561. 2011 .00 pursuant 2,768 680.00 00 to initial public offering

April 2 25,351,062 10.00 165 Cash Allotment 397,06 3,970,638, 14,500,195,725. 9, 2014 .00 pursuant 3,830 300.00 00 to Institutio nal Placemen t Program me

January 1,63,400 10.00 50. Cash Allotment 397.22 3,972,272, 14,471,966,693. 06, 00 pursuant 7.230 300.00 96 2015 to ESOP Scheme

January 4,85,181 10.00 10. Cash Allotment 397,71 3,977,124, 14,524,026,615. 06, 00 pursuant 2,411 110.00 26 2015 to ESOP Scheme

March 1,68,960 10.00 10. Cash Allotment 397,88 3,978,813, 14,542,156,023. 06, 00 pursuant 1,371 710.00 26 2015 to ESOP Scheme

March 85,048 10.00 50. Cash Allotment 397,96 3,979,664, 14,551,281,673. 06,2015 00 pursuant 6,419 190.00 66

62 Date of No. of Face Iss Nature Reasons Cumulativ Cumulativ Cumulativ allotm Equity value ue of for e e e ent Shares (Rs.) pri conside allotmen ce ration t No. of Paid-up Equity (Rs. Equity Equity share ) Shares share premium capital (Rs.) (Rs.)

to ESOP Scheme

June 21,641 10.00 10. Cash Allotment 397,98 3,979,880, 14,553,603,752. 04, 00 pursuant 8,060 600.00 96 2015 to ESOP Scheme

June 11,900 10.00 50. Cash Allotment 397,99 3,979,999, 14,554,880,622. 04, 00 pursuant 9,960 600.00 96 2015 to ESOP Scheme

Septem 9,394 10 10. Cash Allotment 398,00 3,980,093, 14,556,020,991. ber 15, 00 pursuant 9,354 540.00 1 2015 to ESOP Scheme

Septem 34,642 10 50. Cash Allotment 398,04 3,980,439, 14,561,724,761. ber 15, 00 pursuant 3,996 960.00 76 2015 to ESOP Scheme

March 6,02,106 10 10. Cash Allotment 39,86,4 3,98,64,61, 14,626,198,343. 16, 00 pursuant 6,102 020.00 56 2016 to ESOP Scheme

March 356,230 10 50. Cash Allotment 39,90,0 3,99,00,23, 14,665,742,013. 16, 00 pursuant 2,332 320.00 56 2016 to ESOP Scheme

June 23,782 10 10. Cash Allotment 39,90,2 3,99,02,61, 14,668,297,172. 27, 00 pursuant 6,114 140.00 16 2016 to ESOP Scheme

63 Date of No. of Face Iss Nature Reasons Cumulativ Cumulativ Cumulativ allotm Equity value ue of for e e e ent Shares (Rs.) pri conside allotmen ce ration t No. of Paid-up Equity (Rs. Equity Equity share ) Shares share premium capital (Rs.) (Rs.)

June 24,820 10 50. Cash Allotment 39,90,5 3,99,05,09, 14,670,994,528. 27, 00 pursuant 0,934 340.00 16 2016 to ESOP Scheme

Decem 12,525 10 10. Cash Allotment 39,90,6 3,99,06,34, 14,672,469,914. ber 21, 00 pursuant 3,459 590.00 66 2016 to ESOP Scheme

Decem 392,280 10 50. Cash Allotment 39,94,5 3,99,45,57, 14,717,877,388. ber 21, 00 pursuant 5,739 390.00 66 2016 to ESOP Scheme

March 19,810 10 50 Cash Allotment 399,47 3,994,755, 14,721,810,886. 23, pursuant 5,549 490.00 66 2017 to ESOP Scheme

May 09, 3,512 10 10 Cash Allotment 399,47 3,994,790, 2017 pursuant 9,061 610.00 14,72,21,70,618. to ESOP 27 Scheme

May 09, 57,235 10 50 Cash Allotment 399,53 3,995,362, 2017 pursuant 6,296 960.00 14,73,14,90,439. to ESOP 47 Scheme

August 4,113 10 10 Cash Allotment 399,54 3,995,404, 07, pursuant 0,409 090.00 14,73,22,60,652. 2017 to ESOP 08 Scheme

August 26,280 10 50 Cash Allotment 399,56 3,995,666, 14,73,70,68,218. 07, pursuant 6,689 890.00 87 2017

64 Date of No. of Face Iss Nature Reasons Cumulativ Cumulativ Cumulativ allotm Equity value ue of for e e e ent Shares (Rs.) pri conside allotmen ce ration t No. of Paid-up Equity (Rs. Equity Equity share ) Shares share premium capital (Rs.) (Rs.)

to ESOP Scheme

Decem 2,575 10 10 Cash Allotment 399,56 3,995,692, ber 11, pursuant 9,264 640.00 14,73,74,30,738. 2017 to ESOP 24 Scheme

Decem 344,650 10 50 Cash Allotment 399,91 3,999,139, ber 11, pursuant 3,914 140.00 14,78,00,35,375. 2017 to ESOP 64 Scheme

March 3,225 10 10 Cash Allotment 399917 3,999,171, 29, pursuant 139 390.00 14,78,03,58,544. 2018 to ESOP 64 Scheme

March 124,100 10 50 Cash Allotment 400041 4,000,412, 29, pursuant 239 390.00 14,79,70,41,885. 2018 to ESOP 56 Scheme

May 15, 1,925 10 10 Cash Allotment 400043 4,000,431, 2018 pursuant 164 640.00 14,79,72,35,012. to ESOP 87 Scheme

May 15, 48,280 10 50 Cash Allotment 400091 4,000,914, 2018 pursuant 444 440.00 14,80,66,55,856. to ESOP 87 Scheme

Septem 3,237 10 10 Cash Allotment 400094 4,000,946, ber 19, pursuant 681 810.00 14,80,74,55,069. 2018 to ESOP 06 Scheme

65 Date of No. of Face Iss Nature Reasons Cumulativ Cumulativ Cumulativ allotm Equity value ue of for e e e ent Shares (Rs.) pri conside allotmen ce ration t No. of Paid-up Equity (Rs. Equity Equity share ) Shares share premium capital (Rs.) (Rs.)

Septem 117,090 10 50 Cash Allotment 400211 4,002,117, ber 19, pursuant 771 710.00 14,83,37,32,460. 2018 to ESOP 56 Scheme

Decem 2,125 10 10 Cash Allotment 400213 4,002,138, ber 18, pursuant 896 960.00 14,83,39,98,282. 2018 to ESOP 12 Scheme

Decem 369,385 10 50 Cash Allotment 400583 4,005,832, ber 18, pursuant 281 810.00 14,87,84,45,960. 2018 to ESOP 17 Scheme

Februar 45,080 10 50 Cash Allotment 400,62 4,006,283, y 20, pursuant 8,361 610.00 14,88,41,99,305. 2019 to ESOP 82 Scheme

March 32,955 10 50 Cash Allotment 400,66 4,006,613, 23, pursuant 1,316 160.00 14,89,04,08,705. 2019 to ESOP 22 Scheme

June 41,080 10 50 Cash Allotment 400,70 4,007,023, 21, pursuant 2,396 960.00 14,89,79,86,083. 2019 to ESOP 12 Scheme

August 100 10 10 Cash Allotment 400,70 4,007,024, 24, pursuant 2496 960.00 14,89,80,31,314. 2019 to ESOP 12 Scheme August 30,405 10 50 Cash Allotment 400,73 4,007,329, 24, pursuant 2,901 010.00 14,90,59,03,709. 2019 to ESOP 52 Scheme

66 Date of No. of Face Iss Nature Reasons Cumulativ Cumulativ Cumulativ allotm Equity value ue of for e e e ent Shares (Rs.) pri conside allotmen ce ration t No. of Paid-up Equity (Rs. Equity Equity share ) Shares share premium capital (Rs.) (Rs.)

Octobe 475 10 10 Cash Allotment 400,73 4,007,333, r pursuant 3,376 760.00 14,90,61,16,058. 28,2019 to ESOP 27 Scheme Octobe 1,31,105 10 50 Cash Allotment 400,86 4,008,644, 14,94,26,16,047. r pursuant 4,481 810.00 87 28,2019 to ESOP Scheme Decem 500 10 10 Cash Allotment 400,86 4,008,649, 14,94,27,46,010. ber pursuant 4,981 810.00 37 31,2019 to ESOP Scheme Decem 1,03,720 10 50 Cash Allotment 400,96 4,009,687, 14,95,51,89,481. ber pursuant 8,701 010.00 52 31,2019 to ESOP Scheme March 68,625 10 50 Cash Allotment 401,03 4,010,373, 14,96,87,93,484. 14,2020 pursuant 7326 260.00 00 to ESOP Scheme July 41,010 10 50 Cash Allotment 401,07 4,010,783, 14,97,89,91,189. 18,2020 pursuant 8,336 360.00 30 to ESOP Scheme July 200 10 10 Cash Allotment 401,07 18,2020 pursuant 8,536 4,010,785, 14,97,90,81,124. to ESOP 360.00 82 Scheme Septem 93,680 10 50 Cash Allotment 401,17 4,011,722, 15,01,06,68,847. ber pursuant 2,216 160.00 87 29,2020 to ESOP Scheme Decem 16,905 10 50 Cash Allotment 401,18 4,011,891, 15,01,52,27,414. ber pursuant 9,121 210.00 87 22,2020 to ESOP Scheme March 6,735 10 50 Cash Allotment 401,19 4,011,958, 15,01,64,39,719. 23,2021 pursuant 5,856 560.00 47 to ESOP Scheme

67 Date of No. of Face Iss Nature Reasons Cumulativ Cumulativ Cumulativ allotm Equity value ue of for e e e ent Shares (Rs.) pri conside allotmen ce ration t No. of Paid-up Equity (Rs. Equity Equity share ) Shares share premium capital (Rs.) (Rs.)

June 3,555 10 50 Cash Allotment 40,11,9 4,011,994, 15,017,495,022. 28, pursuant 9,411 110.00 17 2021 to ESOP Scheme

1. At the time of incorporation, upon subscription to the Memorandum, allotment of 1,000 Equity Shares to each of M.G. George Muthoot, George Thomas Muthoot, George Jacob Muthoot and George Alexander Muthoot.

2. Allotment of 62,500 Equity Shares to each of M.G. George Muthoot, George Thomas Muthoot, George Jacob Muthoot and George Alexander Muthoot.

3. Allotment of Equity Shares to M.G. George Muthoot (200, 000), George Thomas Muthoot (200,000), George Jacob Muthoot (200,000), George Alexander Muthoot (250,000), Georgie Kurien (150,000), Valsa Kurien (150,000), Sara George (150,000), Susan Thomas (150,000), Elizabeth Jacob (150,000), and Anna Alexander (150,000).

4. Allotment of Equity Shares to M.G George Muthoot (684,700), George Thomas Muthoot (234,366), George Alexander Muthoot (587, 866), Susan Thomas (58,733), George Jacob Muthoot (340,900), Elizabeth Jacob (38,133), Anna Alexander (48,433), Paul M. George (33), George M. George (33) and George M. Alexander (33) pursuant to order of the High Court of Kerala, Ernakulam dated January 31, 2005 approving the scheme of arrangement and amalgamation of Muthoot Enterprises Private Limited with the Company whereby every shareholder of Muthoot Enterprises Private Limited is entitled to shares of the Company in the ratio of 3:1.

5. Allotment of Equity Shares to M.G. George Muthoot (228,700), George Alexander Muthoot (228,700), George Thomas Muthoot (228,700), George Jacob Muthoot (228,700), Anna Alexander (30,000), Georgie Kurien (2,400), Sara George (4,800), Susan Thomas (4,800), Elizabeth Jacob (30,000), George M. George (10,000), Paul M. George (800), Alexander M. George (800), George M. Jacob (800) and George M. Alexander (800).

6. Allotment of Equity Shares to George Alexander Muthoot.

7. Allotment of Equity Shares to M.G. George Muthoot (120,000), George Alexander Muthoot (120,000), George Thomas Muthoot (120,000), George Jacob Muthoot (120,000), Anna Alexander

68 (52,000), Sara George (52,000), Susan Thomas (52,000), Elizabeth Jacob (52,000), George M. George (52,000), Paul M George (52,000), Alexander M. George (52,000), George M. Jacob (52,000), George M. Alexander (52,000) and Eapen Alexander (52,000).

11. Equity Shares issued for consideration other than cash

Date of No. of Issue Reasons for Benefits accruing to allotment Equity price allotment the Company Shares (Rs.)

March 21, 2005 1, 993, 230 - Pursuant to scheme Allotment pursuant to of amalgamation(1) scheme of amalgamation.

TOTAL 1, 993, 230

12. Allotment of Equity Shares to M.G George Muthoot (684,700), George Thomas Muthoot (234,366), George Alexander Muthoot (587,866), Susan Thomas (58,733), George Jacob Muthoot (340,900), Elizabeth Jacob (38,133), Anna Alexander (48,433), Paul M. George (33), George M. George (33) and George M. Alexander (33) pursuant to order of the High Court of Kerala, Ernakulam dated January 31, 2005 approving the scheme of arrangement and amalgamation of Muthoot Enterprises Private Limited with the Company whereby every shareholder of Muthoot Enterprises Private Limited is entitled

69 to shares of the Company in the ratio of 3:1.

13. Cumulative Share Premium have been adjusted for impact of Ind- AS implementation for allotments from April 01, 2017.

b. The Company has not issued any equity shares for consideration other than cash in the last one year preceding the date of the offer letter.

70 Share holding pattern of our Company as on June 30, 2021 TDD Annexure - G

Summary Statement Holding of Equity Shareholders

Category Category & Nos. of No. of fully paid up Total nos. shares Shareholding as a Number of Shares Number of equity Name of shareholders equity shares held held % of total no. of pledged or otherwise shares held in shareholders shares (calculated encumbered dematerialised form as per SCRR, 1957) (A+B+C2) No. (a) As a % of total Shares held(b)

A Shareholding pattern of the Promoter and Promoter Group 1 Indian (a) Individuals / Hindu 12 294,463,872 294,463,872 73.3978 0 0.0000 294,463,872 Undivided Family (b) Central Government / 0 0 0 0.0000 0 0.0000 0 State Government(s) (c) Financial Institutions 0 0 0 0.0000 0 0.0000 0 / Banks (d) Any Other (Specify) 0 0 0 0.0000 0 0.0000 0 Sub Total (A)(1) 12 294,463,872 294,463,872 73.3959 0 0.0000 294,463,872 2 Foreign (a) Individuals (Non- 0 0 0 0.0000 0 0.0000 0 Resident Individuals / Foreign Individuals) (b) Government 0 0 0 0.0000 0 0.0000 0 (c) Institutions 0 0 0 0.0000 0 0.0000 0 (d) Foreign Portfolio 0 0 0 0.0000 0 0.0000 0 Investor

71 (e) Any Other (Specify) 0 0 0 0.0000 0 0.0000 0 Sub Total (A)(2) 0 0 0 0.0000 0 0.0000 0 Total Shareholding 12 294,463,872 294,463,872 73.3959 0 0.0000 294,463,872 Of Promoter And Promoter Group (A)= (A)(1)+(A)(2) B Public shareholder 1 Institutions (a) Mutual Fund 29 27,628,499 27,628,499 6.8865 NA NA 27,628,499 (b) Venture Capital 0 0 0 0.0000 NA NA 0 Funds (c) Alternate Investment 21 1,720,660 1,720,660 0.4289 NA NA 1,720,660 Funds (d) Foreign Venture 0 0 0 0.0000 NA NA 0 Capital Investors (e) Foreign Portfolio 481 60,241,634 60,241,634 15.0154 NA NA 60,241,634 Investor (f) Financial Institutions 2 363,308 363,308 0.0906 NA NA 363,308 / Banks (g) Insurance Companies 10 1,291,350 1,291,350 0.3219 NA NA 1,291,350

(h) Provident Funds/ 0 0 0 0.0000 NA NA 0 Pension Funds (i) Any Other (Specify) 0 0 0 0.0000 NA NA 0 Sub Total (B)(1) 543 91,245,451 91,245,451 22.7432 NA NA 91,245,451 2 Central Government/ State Government(s)/ President of India Central Government 0 0 0 0.00 NA NA 0 / State Government(s) Sub Total (B)(2) 0 0 0 0.00 NA NA 0 3 Non-Institutions (a) Individuals 0 NA NA

72 i. Individual 161,445 8,956,404 8,956,404 2.2324 NA NA 8,956,262 shareholders holding nominal share capital up to Rs. 2 lakhs. ii. Individual 24 4,250,524 4,250,524 1.0595 NA NA 4,250,524 shareholders holding nominal share capital in excess of Rs. 2 lakhs. (b) NBFCs registered 1 175 175 0.0000 NA NA 1575 with RBI Trust Employee 0 0 0 0.0000 NA NA 0 (d) Overseas 0 0 0 0.0000 NA NA 0 Depositories(holding DRs) (balancing figure) (e) Any Other (Specify) 6,394 2,282,985 2,282,985 0.6671 NA NA 2,282,985

IEPF 1 8,246 8,246 0.0021 NA NA 8,246 Trusts 19 101,911 101,911 0.0254 NA NA 101,911 Hindu Undivided 1,945 221,767 221,767 0.0553 NA NA 221,767 Family Non Resident 1,073 228,389 228,389 0.0569 NA NA 228,389 Indians (Non Repat) Non Resident 2,423 430,189 430,189 0.1072 NA NA 430,189 Indians (Repat) Body Corporate-Ltd 70 89,391 89,391 0.0223 NA NA 89391 Liability- Partnership-DR Clearing Member 146 187,568 187,568 0.0468 NA NA 187,568

Bodies Corporate 717 1,015,524 1,015,524 0.2531 NA NA 1,015,524

Sub Total (B)(3) 167,864 15,490,088 15,490,088 3.8609 NA NA 15,489,946

73 Total Public 168,407 106,735,539 106,735,539 26.6041 NA NA 106735,397 Shareholding (B)= (B)(1)+(B)(2)+(B)(3) C Total Non- Promoter- Non Public Shareholding 1 Custodian/DR 0 0 0 0.0000 0 0.0000 0 Holder 2 Employee Benefit 0 0 0 0.0000 0 0.0000 0 Trust (under SEBI (Share based Employee Benefit) Regulations, 2014) Total Non- 0 0 0 0.0000 0 0.0000 0 Promoter- Non Public Shareholding (C)= (C)(1)+(C)(2) Total 168,419 401,199,411 401,199,411 100 0 0.0000 401,199,269

74 TDD Annexure - H

Top ten shareholders and the number of Equity Shares held by them as on June 30, 2021 is as follows:

S. Name of the Total No. of No. of Equity Total No. Shareholders Equity Shares Shares in shareholding as (face value demat form % of total of Rs.10 each) number of Equity Shares 1. George Alexander 43,630,900 43,630,900 10.8751% Muthoot 2. George Jacob Muthoot 43,630,900 43,630,900 10.8751% 3. George Thomas Muthoot 43,630,900 43,630,900 10.8751% 4. Susan Thomas 29,985,068 29,985,068 7.4739% 5. Sara George 29,036,548 29,036,548 7.2374% 6. Alexander George 22,289,710 22,289,710 5.5558% 7. George M George 22,289,710 22,289,710 5.5558% 8. George M Jacob 15,050,000 15,050,000 3.7513% 9. Elizabeth Jacob 14,935,068 14,935,068 3.7226% 10. Anna Alexander 14,935,068 14,935,068 3.7226% TOTAL 279,413,872 279,413,872 69.6447

75 TDD Annexure - I

1. Details of the Directors of the Company

a) Board of Directors of the Company as at the date of Tranche Disclosure Document:

Name, Whether wilful Date of Designation, Details of Other defaulter(Yes/No) Age appointm Address DIN & Directorships ent Occupation

George Thomas 70 August 16, Muthoot 1. Muthoot Leisure No Muthoot 2005 House and Hospitality House No. Services Private Whole Time 9/324 A, Miss Limited Director East Lane, 2. M.G.M Muthoot Baker Medical Centre Director Junction, Private Limited Identification Kottayam 3. Muthoot Holiday Number: Kerala 686 Homes and 00018281 001 Resorts Private Limited Business 4. Muthoot Vehicle & Asset Finance Limited 5. Muthoot M George Chits India Limited 6. Xandari Pearl Beach Resorts Private Limited (formerly known as Marari Beach Resorts Private Limited) 7. Adams Properties Private Limited 8. Muthoot M George Institute of Technology 9. Muthoot Homefin (India) Limited 10. Muthoot Anchor House Hotels Private Limited 11. Geobros Properties and

76 Name, Whether wilful Date of Designation, Details of Other defaulter(Yes/No) Age appointm Address DIN & Directorships ent Occupation

Realtors Private Limited 12. Muthoot Synergy Nidhi Limited (formerly known as Muthoot Synergy Fund Limited) 13. Muthoot Health Care Private Limited 14. Muthoot Infopark Private Limited 15. Muthoot M. George Real Estate Private Limited

George Jacob 68 August 16, Muthoot 1. Muthoot Leisure No Muthoot 2005 House and Hospitality House No. Services Private Whole Time TC/4/25154 Limited Director Marappalam, 2. Muthoot Pattom P. O. Infopark Private Director Thiruvananth Limited Identification apuram 3. Muthoot Number: Kerala 695 Insurance 00018235 004 Brokers Private Limited Business 4. Muthoot Forex Limited 5. M G M Muthoot Medical Centre Private Limited 6. Muthoot Marketing Services Private Limited 7. Xandari Pearl Beach Resorts Private Limited (formerly known as Marari Beach Resorts Private Limited)

77 Name, Whether wilful Date of Designation, Details of Other defaulter(Yes/No) Age appointm Address DIN & Directorships ent Occupation

8. Muthoot Developers Private Limited 9. Muthoot Commodities Limited 10. Adams Properties Private Limited 11. Oxbow Properties Private Limited 12. Muthoot M George Institute of Technology 13. Muthoot Anchor House Hotels Private Limited 14. Geobros Properties and Realtors Private Limited 15. Muthoot Health Care Private Limited 16. Muthoot M. George Real Estate Private Limited 17. Muthoot Money Limited 18. Muthoot Global UK Limited

George 65 November Muthoot 1. Muthoot No Alexander 20, 2006 House Infopark Private Muthoot G 343, Limited Panampilly 2. Muthoot Forex Managing Nagar, Limited Director Ernakulam 3. M G M Muthoot Kerala Medical Centre Director 682 036 Private Limited Identification 4. Muthoot Number: Insurance 00016787 Brokers Private Limited Business

78 Name, Whether wilful Date of Designation, Details of Other defaulter(Yes/No) Age appointm Address DIN & Directorships ent Occupation

5. Muthoot Vehicle &Asset Finance Limited 6. Xandari Pearl Beach Resorts Private Limited (formerly known as Marari Beach Resorts Private Limited) 7. Adams Properties Private Limited 8. Muthoot Commodities Limited 9. Muthoot Marketing Services Private Limited 10. Muthoot M George Institute of Technology 11. Muthoot Homefin (India) Limited 12. Muthoot Anchor House Hotels Private Limited 13. Geobros Properties and Realtors Private Limited 14. Muthoot M George Real Estate Private Limited 15. Finance Companies’ Association (India)

Alexander 41 November Muthoot 1. Nerur Rubber & No George 05, 2014 House Plantations G 74, East of Private Limited Whole-time Kailash Director New Delhi

79 Name, Whether wilful Date of Designation, Details of Other defaulter(Yes/No) Age appointm Address DIN & Directorships ent Occupation

Director 110 065 2. Tarkali Rubber & Identification Plantations Number: Private Limited 00938073 3. Patgaon Plantations Private Limited 4. Unisom Rubber and Plantations Private Limited 5. Muthoot Holidays Private Limited 6. Muthoot Asset Management Private Limited 7. Muthoot M George Nidhi Limited (formerly known as Muthoot M George Permanent Fund Limited) 8. Muthoot Insurance Brokers Private Limited 9. Muthoot Systems And Technologies Private Limited 10. Muthoot Global UK Limited

Jacob Benjamin 74 September 38/617A, Nil No Koshy 20, 2017 Thripthi Lane, S A Road, Independent Kochi, M G Director Road, Ernakulam- DIN: 07901232 682016

80 Name, Whether wilful Date of Designation, Details of Other defaulter(Yes/No) Age appointm Address DIN & Directorships ent Occupation

Jose Mathew 70 September Vadakkekala 1. Green Shore No 20, 2017 m Green Holidays and Independent Villa, Resorts Private Director Chamber Limited Road, Bazar P DIN: 00023232 O, Alappuzha, Kerala- 688012

Ravindra 65 September Flat No. 1601,T 1. Savita Oil No Pisharody 28, 2019 7, Emerald Isle, Technologies Powai, Saki Limited Independent Vihar Road, 2. Bonfiglioli Director Sakinak, Transmissions Mumbai, Private Limited DIN: 01875848 Maharashtra- 3. Visage Holdings 400072 and Finance Private Limited

Vadakkakara 71 September Flat No. T- 3, 1. Thejo Engineering No Antony George 28, 2019 Shireen, door Limited No. 2, 2. Belstar Independent Karpagam Microfinance Director Avenue, Raja Limited (formerly Annamalipuram known as Belstar DIN: 01493737 , Chennai- Microfinance 600028 Private Limited)

Pratip 67 September H- 1591, 1. CESC Ltd No Chaudhuri 28, 2019 Chittaranjan 2. Visa Steel Limited Park, New 3. Firstsource Independent delhi- 110019 Solutions Limited Director 4. Spencer's Retail Limited DIN: 00915201 5. Cosmo Films Limited 6. IFFCO Kisan Sanchar Limited 7. Jagaran Microfin Private Limited 8. Alchemist Asset Reconstruction Company Limited

81 Name, Whether wilful Date of Designation, Details of Other defaulter(Yes/No) Age appointm Address DIN & Directorships ent Occupation

9. Dynamic Drilling & Services Private Limited

Usha Sunny 61 November Kulangrayil, 1. Securaplus No 30, 2020 Paravoor, Safety Private Independent Alappuzha- Limited Director 688014

DIN:07215012

82 b) Change in Directors of the Company during the last three years

Name, Designation, Date of Date of Date of Remarks and DIN appointment Cessation Resignation M. G. George April 01, 2010 March Not Applicable Death Muthoot 05,2021

Chairman & Whole- time Director

DIN: 00018201

Usha Sunny November Not Not Applicable Appointment 30,2020 Applicable Independent Director

DIN: 07215012 Pamela Anna September 20, September Not Applicable Retired Mathew 2017 30, 2020

Independent Director

DIN: 00742735

Pratip Chaudhuri September 28, Not Not Applicable Appointment 2019 Applicable Independent Director

DIN: 00915201 Ravindra Pisharody September 28, Not Not Applicable Appointment 2019 Applicable Independent Director

DIN: 01875848

Vadakkakara Antony September 28, Not Not Applicable Appointment George 2019 Applicable

Independent Director

DIN: 01493737 John K Paul September 29, September 2 Not Applicable Retired 2016 8, 2019 Independent Director

DIN: 00016513 George Joseph September 29, September 2 Not Applicable Retired 2016 8, 2019 Independent Director

83 DIN: 00253754

K George John September 27, June 30, 2019 Not Applicable Death 2013 Independent Director

DIN: 00951332

Pratip Chaudhuri September 20, Not March 09, 2018 Resignation 2017 Applicable Independent Director

DIN: 00915201 Justice K John September 20, September Not Applicable Retired Mathew 2008 20, 2017

Independent Director

DIN: 00371128 Pratip Chaudhuri September 20, Not Applicable Not Applicable Appointment 2017 Independent Director

DIN: 00915201 Jacob Benjamin September 20, Not Applicable Not Applicable Appointment Koshy 2017

Independent Director

DIN: 07901232

Jose Mathew September 20, Not Applicable Not Applicable Appointment 2017 Independent Director

DIN: 00023232

84 TDD Annexure – J

1. Details of the Statutory Auditors of the Company

Name Address Auditor since Varma & Varma, “Sreeraghavam”, Kerala September 20, 2017 Chartered Accountants Varma Tower, Bldg No. 53/2600 B, C, D & E Off Kunjanbava Road, Vyttila P.O. Kochi- 682019

2. Details of change in Auditors since last three years:

Name of the Address Date of Date of Date of Remarks Auditor appointment Cessation, resignation, if if applicable applicable M/s. Rangamani CARD Bank September September Not Applicable Retired pursuant to & Co., Chartered Building, 11, 2002 20, 2017 Section 139 of the Accountants West of Companies Act, 2013 YMCA and the Rules made Bridge, thereunder, at the Alleppey - 20th AGM held on 688001 September 20, 2017 M/s Varma & “Sreeraghav September Not Not Applicable Appointed at the 20th Varma, am”, Kerala 20, 2017 Applicable AGM held on Chartered Varma September 20, 2017 Accountants as statutory Tower, Auditors of the Bldg No. Company till the 53/2600 B, C, conclusion of 25th D & E AGM. Off Kunjanbava Road, Vyttila P.O. Kochi- 682019

85 TDD Annexure - K

DISCLOSURES ON EXISTING FINANCIAL INDEBTEDNESS

A. Details of Secured Borrowings:

Our Company’s secured borrowings as on June 30,2021 amount to Rs. 4,17,663.17 million. The details of the individual borrowings are set out below:

1. Cash Credit facilities availed by the Company* (Rs.in millions) S. No. Bank Date of Sanction Amount Principal Amount sanctioned outstanding as on June 30, 2021 (Excludes interest accrued, if any)

1. Indus Ind Bank 1,000.00 0.00 December 01,2020 Limited 2. IDBI Bank Limited February 17,2021 1,000.00 978.46

3. Axis Bank Limited September 750.00 0.00 28,2020 4. Canara Bank (E- December 20,2019 2,000.00 0.00 Syndicate Bank)

5. Kotak Mahindra December 24,2020 250.00 0.00 Bank Limited

6. Punjab National March 31,2021 850.00 0.00 Bank 7. UCO Bank July 09,2020 2,400.00 2,393.09 Limited 8. Punjab and Sind March 24,2021 400.00 0.00 Bank 9. State Bank of December 22,2020 100.00 0.00 India 10. Federal Bank January 27,2020 400.00 320.68 Limited 11. Bank of Baroda May 19,2021 50.00 0.00 12. HDFC Bank October 31, 2020 220.00 0.00 Limited TOTAL 9,420.00 3,692.23

*All the facilities obtained above have been secured by a first pari passu floating charge on current assets, book debts, loans and advances and receivables including gold loan receivables.

86 2. Short Term Loans availed by the Company* (Rs.in millions) S. No. Bank Date of sanction Amount Principal Amount sanctioned outstanding as on June 30, 2021 (Excludes interest accrued, if any) 1. HDFC Bank Limited October 31, 2020 9,780.00 9,780.00 2. September Axis Bank Limited 3,000.00 3,000.00 28,2020 3. Yes Bank Limited March 20,2021 2,000.00 250.00 4. Punjab National Bank March 20,2021 14,650.00 14,650.00 5. Kotak Mahindra 6,250.00 December 24,2020 6,250.00 Bank Limited 6. ICICI Bank Limited December 23,2020 12,500.00 12,500.00

7. Canara Bank (E- December 12,500.00 0.00 Syndicate Bank) 20,2019 8. State Bank of India December 22,2020 9,900.00 9,900.00 9. 4,000.00 4,000.00 IDBI Bank Limited February 17,2021

10. Federal Bank 3,500.00 3,500.00 January 27, 2020 Limited 11. Bank of Baroda May 19,2021 9,450.00 9,450.00 12. Central Bank of India January 15, 2021 6,000.00 6,000.00 13. UCO Bank July 09,2020 3,600.00 3,600.00 14. South Indian Bank August 20,2020 2,000.00 2000.00

15. Dhanalaxmi Bank October 30,2020 400.00 400.00 Limited 16. Indus Ind Bank December 01,2020 9,000.00 9,000.00 Limited 17. Karur Vysya Bank November 2,000.00 2,000.00 Ltd 05,2020 18. Union Bank of India December 30,2020 22,000.00 22,000.00 19. Punjab and Sind March 24,2021 600.00 600.00 Bank 20. Bajaj Finance September 2,750.00 2,750.00 Limited 18,2020 TOTAL 1,35,880.00 1,21,630.00 *All the facilities obtained above have been secured by a first pari passu floating charge on current assets, book debts, loans and advances and receivables including gold loan receivables.

Total Principal Amount outstanding as on June 30, 2021 for Cash Credit & Short Term Loans Rs. 1,25,322.23 millions Less: EIR impact of transaction cost Rs. 47.05 millions Cash Credit & Short Term Loans outstanding as on June 30, 2021 as per Balance Sheet Rs. 1,25,275.18 millions

87 3. Long term loans availed by the Company*

S. No. Bank Date of Amount Principal Repayment sanction sanctioned Amount schedule and Pre- (Rs. in millio outstanding payment penalty, ns) as on if any June 30, 20 21 (Excludes interest accrued, if any (Rs. in millions)

1. State Bank December 7,000.00 1,750.30 Repayable in 12 of India(a) 22,2020 equal quarterly installments for 36 months 2. Axis Bank September 1,000.00 363.64 Repayable in 11 Limited(a) 28,2020 equal quarterly installments each starting after 6months from date of first drawdown for 36 months 3. Central January 2,000.00 999.59 Repayable in 12 Bank of 15, 2021 equal quarterly India(a) installments for 36 months 4. Canara January 4,000.00 2,800.00 Repayable in 10 Bank(a) 21,2020 equal quarterly installments each starting after 6months from date of first drawdown for 36 months 5. Punjab March 1,500.00 1,125.00 Repayable in 4 National 21,2020 equal quarterly Bank(E- installments each Oriental starting after Bank of 12months from Commerce) date of first (a) drawdown for 24 months 6. Punjab March 5,000.00 3,750.00 Repayable in 4 National 30,2020 equal quarterly Bank(a) installments each starting after 12months from

88 S. No. Bank Date of Amount Principal Repayment sanction sanctioned Amount schedule and Pre- (Rs. in millio outstanding payment penalty, ns) as on if any June 30, 20 21 (Excludes interest accrued, if any (Rs. in millions) date of first drawdown for 24 months 7. State Bank December 3,000.00 2,000.00 Repayable in 12 of India(a) 22,2020 equal quarterly installments for 36 months 8. State Bank December 1,000.00 667.00 Repayable in 18 of India(a) 22,2020 equal monthly installments each starting after 6months from date of first drawdown for 24 months 9. Bank of March 3,000.00 2,996.34 Repayable in 8 India(a) 30,2020 equal quarterly installments each starting after 12months from date of first drawdown for 36 months 10. HDFC Bank August 8,000.00 6,000.00 Repayable in 4 Limited(a) 12,2020 equal quarterly installments each starting from 9months of drawdown for 18 months 11. Indian Bank August 7,500.00 6,750.00 Repayable in 10 (a) 28,2020 equal quarterly installments each starting after 6months from date of first drawdown for 36 months 12. Axis Bank September 5,000.00 5,000.00 Repayable in 4 Ltd(a) 28,2020 equal quarterly

89 S. No. Bank Date of Amount Principal Repayment sanction sanctioned Amount schedule and Pre- (Rs. in millio outstanding payment penalty, ns) as on if any June 30, 20 21 (Excludes interest accrued, if any (Rs. in millions) installments each starting from 15months of drawdown for 24 months 13. Federal September 2,000.00 2,000.00 Repayable Bank Ltd(a) 22,2020 Rs.100crs after 1 year of disbursement and balance amount of Rs.100crs in equal quarterly installments for 24 Months 14. Union Bank December 4,000.00 3,272.73 Repayable in 11 of India(a) 30,2020 equal quarterly installments each starting after 3months from date of first drawdown for 36 months 15. Indian December 2,500.00 2,500.00 Repayable in 8 Overseas 23,2020 equal quarterly Bank (a) installments each starting after 12months from date of first drawdown for 36 months 16. Central January 3,000.00 1,750.00 Repayable in 12 Bank of 15, 2021 equal quarterly India(a) installments for 36 months 17. State Bank December 10,000.00 9,166.70 Repayable in 12 of India(a) 22,2020 equal quarterly installments for 36 months

90 S. No. Bank Date of Amount Principal Repayment sanction sanctioned Amount schedule and Pre- (Rs. in millio outstanding payment penalty, ns) as on if any June 30, 20 21 (Excludes interest accrued, if any (Rs. in millions) 18. Punjab and March 1,000.00 1,000.00 Repayable in 18 Sind 24,2021 equal quarterly Bank(a) installments each starting after 6months from date of first drawdown for 60 months 19. Yes Bank March 3,000.00 3,000.00 Repayable in 8 Limited(a) 20,2021 equal quarterly installments each starting after 12months from date of first drawdown for 36 months 20. Axis Bank June 5,750.00 5,750.00 Repayable in 15 Ltd(a) 29,2021 equal quarterly installments each starting from 6 months of drawdown for 24 months 21. Bank of April 5,000.00 5,000.00 Repayable in 12 India(a) 20,2021 equal quarterly installments each starting after 12 months of drawdown for 48 months 22. HDFC Bank June 5,000.00 5,000.00 Repayable in 6 Limited(a) 19,2021 quarterly installments drawdown for 18 Months 23. Indian Bank June 7,500.00 7,500.00 Repayable in 10 (a) 16,2021 equal quarterly installments each starting after 6months from

91 S. No. Bank Date of Amount Principal Repayment sanction sanctioned Amount schedule and Pre- (Rs. in millio outstanding payment penalty, ns) as on if any June 30, 20 21 (Excludes interest accrued, if any (Rs. in millions) date of first drawdown for 36 months 24. Punjab March 3,000.00 3,000.00 Repayable in 8 National 30,2021 equal quarterly Bank(a) installments each starting from 15th month of first drawdown for 36 months 25. HDFC Bank November 6.20 3.13 Repayable in Limited(b) 06,2019 monthly installments for 36 months 26. HDFC Bank November 8.63 4.35 Repayable in Limited(b) 15,2019 monthly installments for 36 months 27. Muthoot August 28, 5.43 2.74 Repayable in Vehicle & 2018 monthly Asset installments for 60 Finance months Ltd(b) 28. Muthoot October 26, 2.76 1.49 Repayable in Vehicle & 2018 monthly Asset installments for 60 Finance months Ltd(b) 29. Muthoot March 20, 1.80 1.10 Repayable in Vehicle & 2019 monthly Asset installments for 60 Finance months Ltd(b) 30. BMW India October 10.49 7.49 Repayable in Financial 21,2019 monthly Services Pvt installments for 60 Ltd(b) months TOTAL 999,785.31 83,161.60

Total Principal amount outstanding as on June 30, 2021 Rs. 83,161.60 millions

92 Less: EIR impact of transaction cost Rs. 79.31 millions Total outstanding as on June 30, 2021 as per Balance Sheet Rs. 83,082.29 millions

*(a) Secured by first pari passu floating charge on current assets, book debts, loans and advances and receivables including gold loan receivables. *(b) Secured by specific charge on vehicles.

4. Overdraft against deposits with Banks

Our Company has overdraft facility on the security of fixed deposits maintained with banks and no balance are outstanding on the same as on June 30, 2021.

5. Secured Non-Convertible Debentures

5.1 Our Company has issued to retail investors on private placement basis, secured redeemable non- convertible debentures of face value of Rs.1,000.00 each under various series, the details of which as on June 30, 2021 are set forth below:

93 Debentu Tenor/ Coupon Principal Dates of Redemption re Series period / Amounts Allotment Date/ Schedule of Effectiv outstanding maturity e Yield as on June (in 30, 2021(Excl percent udes interest age %) accrued, if any (Rs. in millions) BE 60 10.50- 0.01 April 01, 2009 April 01, 2014 months 11.50 to to June 30, 2009 June 30, 2014 BF 60 10.50 1.00 July 01, 2009 to July 01, 2014 to mont September 30, September hs 2009 30, 2014 BG 60 9.50- 0.77 October 01, 20 October 01, 20 mont 10.50 09 to 14 to hs December 31, December 31, 2009 2014 BH 60 9.00- 1.75 January 01, 201 January 01, 20 mont 10.50 0 to 15 to hs March 31, 2010 March 31, 2015 BI 60 9.00- 0.74 April 01, 2010 April 01, 2015 mont 10.50 to to hs June 30, 2010 June 30, 2015 BJ 60 9.50- 2.71 July 01, 2010 to July 01, 2015 to mont 11.00 September 30, September 30, hs 2010 2015 BK 60 9.50- 1.53 October 01, 20 October 01, 20 mont 11.50 10 to 15 to hs December 31, December 31, 2010 2015 BL 60 10.00- 3.00 January 01, 201 January 01, 20 mont 11.50 1 to 16 to hs March 31, 2011 March 31, 2016 BM 60 11.00- 2.22 April 01, 2011 April 01, 2016 mont 12.00 to to hs June 30, 2011 June 30, 2016 BN 60 11.00- 3.15 July 01, 2011 to July 01, 2016 to mont 12.00 September 18, September 18, hs 2011 2016 BO 60 11.00- 3.25 September 19, September 19, mont 12.00 2011 to 2016 to hs November 30, 2 November 011 30, 2016 BP 60 11.50- 2.95 December 01, 2 December 01, 2 mont 12.50 011 to 016 to hs January 22, 201 January 22, 2 2017

94 BQ 60 11.50- 2.84 January 23, 201 January 23, mont 12.50 2 to 2017 to hs February 29, 20 February 28, 12 2017 BR 60 11.50- 7.92 March 01, 2012 March 01, 2017 mont 12.50 to to April 30, hs April 30, 2012 2017 BS 60 11.50- 2.29 May 01, 2012 May 01,2017 to mont 12.50 to May 20,2017 hs May 20, 2012 BT 60 11.50- 2.60 May 21, 2012 May 21,2017 to mont 12.50 to June 30,2017 hs June 30, 2012 BU 60 11.50- 2.63 July 01, 2012 to July 1,2017 to mont 12.50 August 16, 201 August 16,2017 hs 2 BV 60 11.50- 4.12 August 17, 201 August 17, 2017 mont 12.50 2 to to September hs September 30, 30,2017 2012 BW 60 11.50- 8.65 October 01, 20 October 01 mont 12.50 12 to ,2017 to hs November 25, 2 November 012 25,2017 BX 60 10.50- 6.05 November 26, 2 November mont 12.50 012 to 26,2017 to hs January 17, 201 January 3 17,2018 BY 120 10.50- 492.48 January 18, 201 January mont 12.50 3 to 18,2023 to hs February 28, 20 February 13 28,2023 BZ 120 10.50- 544.09 March 01, 2013 March 01, 2023 mont 12.50 to to hs April 17, 2013 April 17, 2023 CA 120 10.50- 723.76 April 18, 2013 April 18, 2023 mont 12.50 to to hs June 23, 2013 June 23, 2023 CB 120 10.50- 398.02 June 24, 2013 June 24, 2023 mont 12.50 to July 07, 2013 to July 07, 2023 hs CC 120 10.50- 12.50 July 08, 2013 to July 08, 2023 to mont 12.50 July 31, 2013 July 31, 2023 hs CD 120 10.50- 2.50 July 31, 2013 to July 31, 2023 to mont 12.50 August 10, 201 August 10, 202 hs 3 3 CE 120 10.50- 15.50 August 12, 201 August 12, 202 mont 12.50 3 to 3 to hs August 31, 201 August 31, 202 3 3

95 CF 120 10.50- 2.50 August 31, 201 August 31, 202 mont 12.50 3 to 3 to hs September 06, September 06, 2013 2023 CG 120 10.50- 10.00 September 06, September 06, mont 12.50 2013 to 2023 to hs September 27, September 2013 27,2023 CH 120 10.50- 7.50 September September mont 12.50 27,2013 to 27,2023 to hs October October 09,2013 09,2023 CI 120 10.50- 12.50 October October mont 12.50 09,2013 to 09,2023 to hs October October 29,2013 29,2023 CJ 120 10.50- 7.50 October October mont 12.50 29,2013 to 29,2023 to hs November November 18,2013 18,2023 CK 120 10.50- 5.00 November November mont 12.50 18,2013 to 18,2023 to hs December 05,2 December 05,2 013 023 CL 120 10.50- 5.50 December December mont 12.50 05,2013 to 05,2023 to hs December December 24,2013 24,2023 CM 120 10.50- 32.50 December December mont 12.50 24,2013 to 24,2023 to hs January January 03,2014 03,2024 CN 120 10.50- 63.50 January January mont 12.50 03,2014 to 03,2024 to hs January January 10,2014 10,2024 CO 120 10.50- 105.00 January January mont 12.50 10,2014 to 10,2024 to hs January January 20,2014 20,2024 CP 120 10.50- 45.50 January January mont 12.50 20,2014 to 10,2024 to hs February February 04,2014 04,2024 CQ 120 10.50- 10.50 February February mont 12.50 04,2014 to 04,2024 to hs February February 07,2014 07,2024

96 CR 120 10.50- 10.00 February February mont 12.50 07,2014 to 07,2024 to hs February27,201 February 4 27,2024 CS 120 10.50- 12.50 February February mont 12.50 27,2014 to 27,2024 to hs March 14,2014 March14,2024 CT 120 10.50- 5.00 March 14,2014 March 14 2024 mont 12.50 to to hs March 31,2014 March 31,2024 TOTAL 2584.00

Less: Unpaid (Unclaimed) matured debentures shown as a part of Other financial liabilities: Rs.60.16 millions Total outstanding as on June 30, 2021 as per Balance Sheet: Rs. 2,523.84 millions

5.2 Our Company has made public issue of secured rated non-convertible debentures listed in BSE and/or NSE of face value of Rs.1,000.00 for a maturity period of 24 months,26 months, 38 months,60 months , 90 months and 120 months the details of which, as on June 30, 2021, are provided below:

Debentu Tenor Coupon / Principal Date of Redem re Series /Period Effective Amounts Allotmen ption of Yield outstanding t Date/ maturity (in as on Schedu percentage June 30, 2021 le %) (Excludes interest accrued, if any (Rs. in millions) PL-XVI* 60 9.00-9.25 936.30 January January months 30, 2017 30, 202 2 PL-XVII* 60 8.75-9.00 2,517.38 April April months 24, 2017 24, 202 2 PL-XVIII* 60 8.75-9.00 9,839.02 April April months 19, 2018 19, 202 3 PL-XIX* 38 9.50-9.75 3,049.05 March May months 20, 2019 20,202 2

97 PL-XIX* 60 9.75-10.00 2,491.39 March March months 20, 2019 20, 202 4 PL-XX* 38 9.50-9.75 3,157.26 June August months 14, 2019 14, 202 2 PL-XX* 60 9.75-10.00 3,061.02 June June months 14, 2019 14,202 4 PL-XX* 90 9.67 322.43 June Decem months 14, 2019 ber 14, 202 6 PL-XXI* 24 9.25-9.50 1,264.37 Novembe Novem months r 01,2019 ber 01,202 1 PL-XXI* 38 9.50-9.75 1,327.46 Novembe January months r 01,2019 01,202 3 PL-XXI* 60 9.75-10.00 1,574.40 Novembe Novem months r 01,2019 ber 01,202 4 PL-XXI* 90 9.67 432.00 Novembe May months r 01,2019 01, 202 7 PL-XXII* 24 9.25-9.50 3,839.87 Decembe Decem months r 27,2019 ber 27,202 1 PL-XXII* 38 9.50-9.75 2,125.49 Decembe Februar months r 27,2019 y 27,202 3 PL-XXII* 60 9.75-10.00 1,488.68 Decembe Decem months r 27,2019 ber 27,202 4 PL-XXII* 90 9.67 445.96 Decembe June months r 27,2019 27, 202 7 PL- 38 7.15-7.65 18574.46 Novembe January XXIII*** months r 05,2020 05,202 * 4 PL- 60 7.50-8.00 1425.54 Novembe Novem XXIII*** months r 05,2020 ber * 05,202 5

98 PL- 38 6.75-7.40 1496.15 January March XXIV*** months 11,2021 11,202 * 4 PL- 60 7.10-7.75 1433.72 January January XXIV*** months 11,2021 11,202 * 6 PL- 26 6.60-6.85 3848.91 April June XXV**** months 20,2021 20,202 3 PL- 38 6.85-7.35 6223.13 April June XXV**** months 20,2021 20,202 4 PL- 60 7.35-7.85 4637.49 April April XXV**** months 20,2021 20,202 6 PL- 120 8.00-8.25 2290.47 April April XXV**** months 20,2021 20,203 1

TOTAL 77,801.95 Total Principal amount outstanding as on June 30, 2021 Rs.77,801.95 millions Less: EIR impact of transaction cost Rs. 358.42 millions Total outstanding as on June 30, 2021 as per Balance Sheet Rs. 77,443.53 millions

*Above debentures are rated “CRISIL AA+/Stable” by CRISIL Limited and “[ICRA] AA+/Stable” by ICRA Limited and is fully secured by first pari-passu floating charge on current assets, book debts, loans and advances and receivables including gold loan receivables and identified immovable properties.

**Above debentures are rated “[ICRA] AA+/Stable” by ICRA Limited and is fully secured by first pari- passu floating charge on current assets, book debts, loans and advances and receivables including gold loan receivables and identified immovable properties.

***Above debentures are rated “[CRISIL] AA+/Stable” by CRISIL Limited and is fully secured by first pari- passu floating charge on current assets, book debts, loans and advances and receivables including gold loan receivables and identified immovable properties.

****Above debentures are rated “CRISIL AA+/Stable” by CRISIL Limited and “[ICRA] AA+/Stable” by ICRA Limited and is fully secured by first pari-passu floating charge on current assets, book debts, loans and advances and receivables including gold loan receivables

5.3 Our Company has issued on private placement basis, rated secured, redeemable non-convertible debentures listed of face value of Rs. 1,000,000.00 each under various series, the details of which, as on June 30, 2021, are set forth below:

Debentur Tenor/Period Coupon Principal Date of Redempti e Series of maturity / Amounts Allotm on Date/ Effectiv outstandin ent Schedule e g as on Yield/XI June 30, 20 RR (in 21 (Excludes

99 percent interest age %) accrued, if any (Rs. in millions) July 26, July 26, 2 1* 3Year 9.75 1,750.00 2018 021 Novem ber 3Year and 22,201 February 3-A** 71Days 9.50 250.00 8 01,2022 Novem ber 3Year and 22,201 February 3-A** 71Days 9.75 150.00 8 01,2022 Decem ber 3Year and 21,201 February 3-B**# 42Days 9.50 200.00 8 01,2022 Decem ber 3Year and 21,201 February 3-B**# 42Days 9.75 250.00 8 01,2022 January 3Year and 25,201 February 3-C**# 7Days 9.50 450.00 9 01,2022 Septem ber 06, 201 Septembe 4-A** 2Year 10.00 4,300.00 9 r 06, 2021 Septem ber 06, 201 Septembe 4-A** 2Year 10.00 2,000.00 9 r 06, 2021 Septem ber 27, 201 Septembe 4-B**# 2Year 10.00 1,200.00 9 r 06, 2021 Decem ber 2Year and 30,201 January 5-A** 32Days 9.50 2,500.00 9 31,2022 Decem ber 2Year and 30,201 January 5-A** 7Days 9.50 2,500.00 9 06,2022 Februar y 2Year and 24,202 March 6-A** 15Days 9.50 1,750.00 0 11,2022

100 May 2Year and 14,202 May 7-A*** 363Days 8.90 1,000.00 0 12,2023 June 02,202 June 8-A*** 3Year 9.05 5,000.00 0 02,2023 June 18,202 June 9-A* 5Year 9.50 1,250.00 0 18,2025 June 2Year and 25,202 July 10-A*** 9Days 8.50 3,650.00 0 04,2022 July 2Year and 07,202 August 11-A*** 32Days 8.50 6,500.00 0 08,2022 July 15,202 July 12-A* 3Year 8.40 1,000.00 0 15,2023 Septem ber 2Year and 25,202 Novembe 14-A*** 61Days 7.15 4,500.00 0 r 25,2022 Septem ber 30,202 March 15-A*** 18 Months 7.00 500.00 0 30,2022 Octobe r 16,202 October 16-A* 3Year 7.50 4,600.00 0 16,2023 March 17- 2Year and 09,202 April A****** 49Days 6.65 1,750.00 1 27,2023 May 18- 9Year and 31,202 May A***** 364Days 7.90 500.00 1 30,2031 June 18- 9Year and 17,202 May B*****# 347Days 7.90 1000.00 1 30,2031 June MLD- 12,202 June 1A**** 728 Days 8.75 815.00 0 10,2022 June MLD- 29,202 June 1B****# 711 Days 8.40 310.00 0 10,2022 July MLD- 03,202 June 1C****# 707 Days 8.20 230.00 0 10,2022 July MLD- 09,202 July 2A**** 729 Days 8.25 2350.00 0 08,2022

101 July MLD- 24,202 August 3A**** 761 Days 7.75 1000.00 0 24,2022 Septem ber MLD- 07,202 October 4A**** 760 Days 7.15 2000.00 0 07,2022 TOTAL 55,255.00 #Re-Issue Total Principal amount outstanding as on June 30, 2021 Rs.55,255.00 millions Less: EIR impact of transaction cost Rs. 9.29 millions Total outstanding as on June 30, 2021 as per Balance Sheet Rs. 55,245.71 millions

***Above debentures are rated “CRISIL AA+/Stable” by CRISIL Limited and is fully secured by first pari- passu floating charge on current assets, book debts, loans and advances and receivables including gold loan receivables and identified immovable properties.

****Above debentures are rated “CRISIL PP MLD AA+r/Stable” by CRISIL Limited and is fully secured by first pari-passu floating charge on current assets, book debts, loans and advances and receivables including gold loan receivables and identified immovable properties.

*****Above debentures are rated “CRISIL AA+/Stable” by CRISIL Limited and “[ICRA] AA+/Stable” by ICRA Limited and is fully secured by first pari-passu floating charge on current assets, book debts, loans and advances and receivables including gold loan receivables

******Above debentures are rated “CRISIL AA+/Stable” by CRISIL Limited and is fully secured by first pari- passu floating charge on current assets, book debts, loans and advances and receivables including gold loan receivables.

5.4 Our Company has issued USD denominated Senior Secured Notes , rated & listed, the outstanding details of which, as on June 30, 2021, are set forth below:

Principal Principal Amounts Amounts Coupon / outstanding outstanding as Tenor/ Redemption (in as on onJune 30, 2021 Date of Series Period of Date/ percentage June 30, 2021 (Excludes Allotment maturity Schedule %) (Excludes interest interest accrued, if any accrued, if (Rs. in millions)

102 any (USD. in millions)

ECB-1* 36 Months 6.125% 450.00 33,448.50 31-10-2019 31-10-2022 ECB-2* 42 Months 4.400% 550.00 40,881.50 02-03-2020 02-09-2023 TOTAL 1,000.00 74,330.00

Total Principal amount outstanding as on June 30, 2021 Rs.74,330.00 millions Less: EIR impact of transaction cost Rs. 237.38 millions Total outstanding as on June 30, 2021 as per Balance Sheet Rs. 74,092.62 millions

B. Details of Unsecured Borrowings

Our Company’s unsecured borrowings as on June 30, 2021 amount to Rs. 59,714.65 million. The details of the individual borrowings are set out below.

1. Subordinated Debts

1.1. Our Company has issued subordinated debts of face value of Rs. 1,000.00 each on a private placement basis under different series, the details of which, as on June 30, 2021, are set forth below*:

Debentu Tenor/Perio Coupon / Principal Date of Allotment Redemption Date/ re Series d of Effective Amounts Schedule maturity Yield (in outstanding as percenta on June 30 ge %) 2021 (Excludes interest accrued, if any (Rs. in millions) III 69 months 12.12 0.30 December 15, 2008 to September 15, 201 June 30, 2009 4 to March 30, 2015 III 72 months 12.50 0.23 December 15, 2008 to December 15, 2014 June 30, 2009 to June 30, 2015 IV 69 months 12.12 0.40 July 01, 2009 to April 01, 2015 to August 16, 2009 May 16, 2015 IV 72 months 12.50 0.05 July 01, 2009 to July 01, 2015 to August 16, 2009 August 16, 2015 IV 72 months 11.61 0.92 August 17, 2009 to August 17, 2015 to December 31, 2009 December 31, 2015 V 72 months 11.61 0.76 January 01, 2010 to January 01, 2016 to June 30, 2010 June 30, 2016

103 Debentu Tenor/Perio Coupon / Principal Date of Allotment Redemption Date/ re Series d of Effective Amounts Schedule maturity Yield (in outstanding as percenta on June 30 ge %) 2021 (Excludes interest accrued, if any (Rs. in millions) VI 72 months 11.61 0.68 July 01, 2010 to July 01, 2016 to December 31, 2010 December 31, 2016 VII 72 months 11.61 0.48 January 01, 2011 to January 01, 2017 to February 07, 2011 February 07, 2017 VII 66 months 12.67 1.20 February 08, 2011 to August 08, 2016 to March 31, 2011 September 30, 201 6 VII 66 months 12.67 0.96 April 01, 2011 to October 01, 2016 June 30, 2011 to December 30 2016 VIII 66 months 12.67 1.77 July 01, 2011 to October January 01, 2017 to 31, 2011 April 30, 2017 IX 66 months 12.67- 2.92 November 01,2011 to May 01,2017 to 13.39 March 31,2012 September 30, 2017 X 66 months 12.67- 3.09 April 01, 2012 to October 01, 2017 to 13.39 September 30,2012 March 30,2018 XI 66 months 12.67- 7.51 October 01, 2012 to April 01, 2018 to 13.39 March 31,2013 September 30,2018 XII 66 months 12.67 5.05 April 01,2013 to July 07, October 01,2018 to 2013 January 07,2019 TOTAL 26.32

Less: Unpaid (Unclaimed) matured debentures shown as a part of Other financial liabilities: Rs.26.32 millions Total outstanding as on June 30, 2021as per balance sheet: Nil

*All the above Subordinated Debts are unsecured and unrated.

1.2. Our Company has issued on private placement basis, rated unsecured, redeemable non- convertible listed subordinated debts of face value of Rs.1,000,000.00 each under various series the details of which, as on June 30, 2021 are set forth below:*

Debentu Tenor/Per Coupon Principal Date of Redemptio re Series iod of / Amounts Allotment n Date/ maturity Effective outstandin Schedule Yield (in g as on percent June 30, 2 age %) 021 (Excludes interest accrued, if

104 any (Rs. in millions)

March 26, 2 March 26, 2 IA 10 years 12.35 100.00 013 023 *Above Subordinated Debts are unsecured and are rated with CRISIL AA+/Stable by CRISIL Limited and “[ICRA] AA+/Stable” by ICRA Limited.

1.3. The Company made public issue of unsecured rated non-convertible debentures listed in BSE in the nature of Subordinated Debt for a maturity period of 81 months, 84 months, 87 months, 90 months and 96 months the details of which, as on June 30, 2021 are provided below:

Debenture Tenor/Perio Coupon / Principal Date of Redempt Series d of Effective Amounts Allotmen ion Date/ maturity Yield (in outstandin t Schedule percentage g as on %) June 30, 20 21 (Excludes interest accrued, if any (Rs. in millions)

April January 2 PL-XII** 81 Months 10.80 289.15 23, 2015 3, 2022 PL-XIII** 84 Months 10.41 359.47 October October 14, 2015 14, 2022 PL-XIV*** 87 Months 10.02 230.39 January April 20, 20, 2016 2023 PL-XV** 90 Months 9.67 236.00 May 12, Novemb 2016 er 12, 2023 PL-XVI* 96 Months 9.06 317.76 January January 30,2017 30,2025 PL-XVII* 96 Months 9.06 187.17 April April 24,2017 24,2025 TOTAL 1,619.93 Total Principal amount outstanding as on June 30, 2021 Rs.1,619.93 millions Less: EIR impact of transaction cost Rs. 9.28 millions Total outstanding as on June 30, 2021 as per balance sheet Rs. 1,610.65 millions

*Above Subordinated Debts are unsecured and are rated with CRISIL AA+/Stable by CRISIL Limited and “[ICRA] AA+/Stable” by ICRA Limited. **Above Subordinated Debts are unsecured and are rated with “[ICRA] AA+/Stable” by ICRA Limited. ***Above Subordinated Debts are unsecured and are rated with “[CRISIL] AA+/Stable” by CRISIL Limited.

2. Loan from Directors and Relatives of Directors

Our Company has borrowed an aggregate Rs. 14,399.29 million (principal outstanding) from directors and relatives of directors as on June 30, 2021 which are in the nature of unsecured loans.

105 Out of the above, Rs. 11,449.29 million are repayable on demand and Rs. 2,950.00 million are repayable on March 31, 2022.

3. Commercial Papers

Our Company has issued commercial papers of the face value of Rs. 0.50 million aggregating to a total face value of Rs.44,100.00 million as on June 30, 2021. The details of the commercial papers are set forth below.

Face Number of S.No ISIN Value (Rs.in ISIN Maturity Date instruments millions) 1 INE414G14QY1 6000 3,000.00 22-Jul-21 2 INE414G14QZ8 6000 3,000.00 23-Jul-21 3 INE414G14RA9 2700 1,350.00 26-Jul-21 4 INE414G14RD3 6000 3,000.00 09-Aug-21 5 INE414G14RE1 8000 4,000.00 10-Aug-21 6 INE414G14RF8 8000 4,000.00 11-Aug-21 7 INE414G14RG6 5000 2,500.00 17-Aug-21 8 INE414G14RH4 6000 3,000.00 18-Aug-21 9 INE414G14RI2 5000 2,500.00 27-Aug-21 10 INE414G14RJ0 7500 3,750.00 31-Aug-21 11 INE414G14RK8 4500 2,250.00 20-Sep-21 12 INE414G14RL6 2000 1,000.00 22-Sep-21 13 INE414G14RM4 4500 2,250.00 23-Sep-21 14 INE414G14RN2 6000 3,000.00 27-Sep-21 15 INE414G14RO0 6000 3,000.00 28-Sep-21 16 INE414G14RP7 5000 2,500.00 29-Sep-21 88,200 44,100.00

The outstanding amount at discounted value as on June 30, 2021 is Rs.43,604.71 millions.

C. The list of top ten debenture holders* as on June 30, 2021 is as follows:

Aggregate amount Percentage of total NCS S. No. Name of holder (in Rs. outstanding of the issuer million)

1 SBI Mutual fund 12712.43 9.26% 2 HDFC Trustee Company Ltd 9380.00 6.83% 3 Larsen And Toubro Limited 6822.50 4.97% Aditya Birla Sun Life Trustee Private 4 6400.00 4.66% Limited

106 5 ICICI Prudential Mutual Fund 6062.25 4.42% 6 Nippon Life India Trustee Ltd 5248.62 3.82% 7 State Bank Of India 5000.00 3.64% 8 SBI Life Insurance Co. Ltd 3933.33 2.86% 9 Kotak Mahindra Trustee Co. Ltd. 3255.16 2.37% 10 Union Bank of India 2950.00 2.15%

*on cumulative basis

D. Corporate Guarantee

As on June 30 , 2021 , the Company has issued corporate guarantee of Rs. 2,250 million favouring the National Housing Bank for their secured fund-based credit facilities extended to Muthoot Homefin (India) Limited, a wholly-owned subsidiary of the Company

107 TDD Annexure - L

1. Details with regard to lending done out of the issue proceeds of earlier issuances of debt securities (whether public issue or private placement) by NBFC

A. Lending Policy

Gold Loan Business Our core business is disbursement of Gold Loans, which are typically small ticket loans collateralized by gold jewelry.

Loan disbursement process: The principal form of collateral accepted by us is gold jewelry. The amount that we finance against the security of gold jewelry is typically based on the value of the jewelry. We value the gold jewelry brought by our Gold Loan customers based on our centralized policies and guidelines, including policy on fixing interest rates. In terms of the extant RBI guidelines, we currently lend up to 75.00% of the previous 30 days average closing gold price of 22 carat gold of the gold content in the jewelry. We appraise the jewelry collateral solely based on the weight of its gold content, excluding weight and value of the stone studded in the jewelry. Our Gold Loans are therefore well collateralized because the actual value of the collateral in all cases will be higher than the underlying loan value at the time of loan disbursement.

The amount we lend against an item and the total value of the collateral we hold fluctuates according to the gold prices. However, an increase in gold price will not result automatically in an increase in our Gold Loan portfolio unless the per gram rate are revised by our corporate office. Similarly, since adequate margins are kept at the time of disbursement of loan, a decrease in the price of gold has little impact on our interest income from our existing loan portfolio. However, a sustained decrease in the market price of gold can cause a decrease in the size of our loan portfolio and our interest income.

We rely on the disposition of collateral to recover the principal amount of an overdue Gold Loan and the interest due thereon. We also have recourse against the customers for the Gold Loans taken by them. Since the disbursement of loans is primarily based on the value of collateral, the customer’s creditworthiness is not a factor in the loan decision. However, we comply with KYC norms adopted by the Board and require proof of identification and address proof which are carefully documented and recorded. We also photograph customers with web-cameras installed in our branches.

All our Gold Loans have a maximum 12 month term. However, customers may redeem the loan at any time, and our Gold Loans are generally redeemed between 90 and 180 days. Interest is required to be paid only when the principal is repaid. However, the borrower has the flexibility to pay the interest or principal partly at any time. In the event that a loan is not repaid on time and after providing due notice to the customer, the unredeemed collateral is disposed of in satisfaction of the principal and all interest charges. In general, collateral is disposed of only when the recoverable amount is equal to or more than the realizable value of the collateral.

108 Loan appraisal process: Our Gold Loan approval process is generally linked with the appraisal of gold jewelry that serves as collateral, which takes only a few minutes. Each of our branches is staffed with persons who have been trained and have experience in appraising the gold content of jewelry. The appraisal process begins with weighing the jewelry using calibrated weighing machines. Jewelry is then subject to prescribed primary tests for the quality of gold, including stone tests and acid tests, followed by additional tests, if required, such as salt tests, sound tests, weight tests, pointed scratching tests, flexibility tests, color tests, smell tests, usability tests, magnifying glass tests and finishing tests. Once the jewelry passes these tests, loans are disbursed based on the rates per gram of gold as approved by the corporate office. Although disbursement time may vary depending on the loan ticket size and the number of items pledged, we usually are able to disburse an average loan ticket size of ` 20,000.0 in five minutes to repeat customers from the time the gold is tendered to the appraiser, except in case of first time customer where it may take up to half an hour for carrying out one-time-compliance with the KYC norms. While our customers are provided the option to accept loan disbursements in cash or by cheque or electronic mode, almost all of our customers prefer disbursements in cash.

At the time of disbursement, an undertaking is signed by the customer. It states the name and address of our Company's relevant branch office and the customer, a detailed description of the gold jewelry provided as collateral, the amount of the loan, the interest rate, the date of the loan, and other terms and conditions.

Where the responsibility for compliance with applicable law relating to loan appraisal and disbursement lies with us, we are in compliance with the IT Act and other related provisions.

Training: Our ability to timely appraise the quality of the gold jewelry collateral is critical to the business, and requires us to employ persons possessing specialized skill sets in our various branches. We provide extensive training to our branch employees through training programs that are tailored to appraising the gold content in gold jewelry. A new employee is introduced to the business through an orientation program and through training programs covering job-appropriate topics. The experienced branch employee receives additional training and an introduction to the fundamentals of management to acquire the skills necessary to move into management positions within the organization. Manager training involves a program that includes additional management principles and more extensive training in topics such as income maximization, business development, staff motivation, customer relations and cost efficiency. We have regional training centers at each of our regional offices to provide training to new recruits as well as refresher training to existing employees.

Post-disbursement process:

Custody of gold collateral The pledged gold jewelry is separately packed by the staff of the branch, and then placed in a polythene pouch with the relevant documents on the loan and the customer and stored in the safe or strong room of the branch.

109 The safes and strong rooms in which the gold jewelry is kept are built as per industry standards and practices. The strong rooms are vaults with reinforced concrete cement structures. Currently, almost all of our branches are using strong rooms.

Inventory control The pledged gold jewelry packed in pouches is identified by loan details marked on the cover. Tamper proof stickers are affixed on the jewelry packets to ensure inventory control. Additional stickers are used to seal packets by persons examining packages subsequently, including our internal auditors

Branch security and safety measures Ensuring the safety and security of the branch premises is vital to our business since our cash reserves and gold inventory are stored in each branch. Our branch security measures mainly comprise the following:

Burglar alarms Burglar alarms are installed in all branches.

Security guards Security guards are deployed in branches where management perceive there to be heightened security risks.

Surveillance camera We have installed surveillance cameras in all our branches across India.

Release of the pledge: We monitor our gold loan accounts and recovery of dues on an ongoing basis. Once a loan is fully repaid, the pledged gold jewelry is returned to the customer. When a customer does not repay a loan on or before its maturity, we initiate the recovery process and dispose of the collateral to satisfy the amount owed to us, including both the principal and the accrued interests. Before starting the recovery process, we inform the customer through registered letters or legal notices.

When a loan is repaid, we give the customer an option to pledge the security again and obtain another loan. The procedure of re-pledging entails the same procedure as that of a pledge and is accompanied by the same mode of documentation that a pledge entails. If the loan is not repaid when the loan falls due, we are able to sell the gold collateral through public auction in satisfaction of the amount due to us.

We also reserve the right to sell the collateral even before a loan becomes past due in the event the market value of the applicable of the portion of the underlying collateral is less than amounts outstanding on the loan, after serving notice to the customer.

Unsecured Loans We have started providing unsecured personal loans to salaried individuals and unsecured loans to traders and self employed. Personal loans are extended mainly to salaried employees of Public Sector units, other reputed institutions and self-employed individuals. The loans will be granted

110 for meeting any personal purposes including consumption needs. Business Loans to traders and self employed include loans to Wholesale and retail traders, Self-employed professionals like allopathic doctors, chartered accountants, company secretaries and architects etc. Such loans are extended for any genuine business purpose like working capital requirements, acquisition /repair/ renovation of fixed assets/ equipments / machinery etc.

Collections/Recovery Our credit department assigns interest collection targets for each branch, reviews performance against targets, makes visits to the branches, and advises on timely corrective measures and repossession action. We also have procedures in place to penalize branches for loans overdue beyond three months. We maintain strict control over recovery procedures followed in our various branches by linking employee compensation to the performance of the branch (loans disbursed, NPA levels, etc.,) in which the employee is working. Once repossession is advised by our credit department, we conduct public auctions of the jewelry collateral after serving requisite legal notices.

Risk Management Risk management forms an integral element of our business strategy. As a lending institution, we are exposed to various risks that are related to our gold lending business and operating environment. Our objective in risk management processes is to appreciate measure and monitor the various risks we are subject to and to follow the policies and procedures to address these risks. The Company's Risk Management Committee of the Boardof Directors constituted in accordance with the Reserve Bank of India regulations has overall responsibility for overseeing the implementation of the Risk Management Policy. The committee meets at least twice in a year to review the Risk Management practices. Risk Management department periodically places its report to the committee for review. The committee’s suggestions for improving the Risk Management Practices are implemented by the Risk Management department.Risk Management department shall be responsible for the following: a) Identifying the various risks associated with the activities of the Company and assessing their impact on the business. b) Measuring the risks and suggesting measures to effectively mitigate the risks. However, the primary responsibility for managing the various risks on a day to day basis will be with the heads of the respective business units of the Company. The major types of risk we face are collateral risk, operational risk, liquidity risk market risk (which includes interest rate risk) , Foreign currency risk , Prepayment risk and Business cycle risk.

Collateral risk

Collateral risk arises from the decline in the value of the gold collateral due to fluctuation in gold prices. This risk is in part mitigated by a minimum 25% margin retained on the value of jewelry for the purpose of calculation of the loan amount. Further, we appraise the jewelry collateral solely based on the weight of its gold content, excluding weight and value of the stone studded in the jewelry. In addition, the sentimental value of the gold jewelry to the customers may induce repayment and redemption of the collateral even if the value of the collateral falls below the value of the repayment amount. An occasional decrease in gold prices will not increase collateral

111 risk significantly on account of our adequate collateral security margins. However, a sustained decrease in the market price of gold can additionally cause a decrease in the size of our loan portfolio and our interest income.

Credit risk Credit risk is the possibility of loss due to the failure of any counterparty to abide by the terms and conditions of any financial contract with us. We aim to reduce credit risk through a rigorous loan approval and collateral appraisal process, as well as a strong NPA/Stage 3 assets monitoring and collection strategy. This risk is diminished because the gold jewelry used as collateral for our loans can be readily liquidated, and in light of the fact that we do not lend more than 75% of the value of the collateral retained, the risk of recovering less than the amounts due to us is quite remote.

Operational risk Operational risk is broadly defined as the risk of direct or indirect loss due to the failure of systems, people or processes, or due to external events.We have instituted a series of checks and balances, including an operating manual, and both internal and external audit reviews. Although we disburse loans in very short periods of time, we have clearly defined appraisal methods as well as KYC compliance procedures in place to mitigate operational risks. Any loss on account of failure by employees to comply with defined appraisal mechanism is recovered out of their variable incentive. We also have detailed guidelines on physical movement and security measures in connection with cash or gold. We have also introduced centralized software which automates inter-branch transactions, enabling branches to be monitored centrally and thus reducing the risk of un-reconciled entries. In addition, we have installed surveillance cameras across our various branches, and subscribe to insurance covers for employee theft or fraud and burglary. Our internal audit department and our centralized monitoring systems assist in the management of operational risk.

Market risk Market risk refers to potential losses arising from the movement in market values of interest rates in our business. The objective of market risk management is to avoid excessive exposure of our earnings and equity to loss and to reduce our exposure to the volatility inherent in financial instruments. The majority of our borrowings, and all the loans and advances we make, are at fixed rates of interest. Our interest rate risk is therefore minimal at present.

Liquidity risk Liquidity risk is the risk of being unable to raise necessary funds from the market at optimal costs to meet operational and debt servicing requirements. The purpose of liquidity management is to ensure sufficient cash flow to meet all financial commitments and to capitalize on opportunities for business expansion. An Asset and Liabilities Committee (“ALCO”) meeting is held regularly to review the liquidity position based on future cash flow. In addition, we also track the potential impact of prepayment of loans at a realistic estimate of our near to medium-term liquidity position. We have developed and implemented comprehensive policies and procedures to identify, monitor and manage liquidity risks. The nature of our business is such that our source of funds (proceeds from the issue of debentures and term loans) has longer maturities than the loans and advances we make, resulting in low liquidity risk in our operations.

112 Foreign currency risk Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates.Foreign currency risk for the Company arises majorly on account of foreign currency borrowings. The Company's foreign currency exposures are managed in accordance with its Foreign Exchange Risk Management Policy which has been approved by its Board of Directors. The Company has hedged its foreign currency risk on its foreign currency borrowings as on March 31, 2020 by entering into cross currency swaps and forward contracts. The counterparties for such hedge transactions are banks.

Prepayment risk Prepayment risk is the risk that the Company will incur a financial loss because its customers and counterparties repay or request repayment earlier or later than expected, such as fixed rate loans when interest rates fall.

Business cycle risk Business cycle risk is the risk associated with the seasonal or cyclical nature of a business. As our customers include both individuals and business and our loan products are used by customers in various industries, trade cycles have limited impact on our business. Furthermore, the geographic spread of our branches will allow us to mitigate the cyclical pressures in the economic development of different regions.

Asset and Liability Management ALCO monitors and manages our day to day asset and liability mix . ALM committee of Board of Directors, will have overall responsibility of monitoring, supervision and control of the Asset and Liability Management mechanism. Most of our liabilities are short-to-medium-term and assets are short-term. We may in the future decide to pursue loan products with longer term maturities. We have a structural liquidity management system which measures our liquidity positions on an ongoing basis and also scrutinizes the reasons behind liquidity requirements evolving under different assumptions. For measuring net funding requirements, we prepare regular maturity gap analyses and use a maturity ladder to calculate the cumulative surplus or deficit of funds at selected maturity dates. Based on this analysis we re-price its assets and liabilities.

Technology We use information technology as a strategic tool for our business operations to improve our overall productivity and efficiency. We believe that through our information systems which are currently in place, we are able to manage our nationwide operations efficiently, market effectively to our target customers, and effectively monitor and control risks. We believe that this system has improved customer service by reducing transaction time and has allowed us to manage loan-collection efforts better and to comply with regulatory record-keeping and reporting requirements.

All our branches are computerised. We have used the power of information technology in our operations to improve our customer services, efficiency and management information systems. In March, 2013, we developed a powerful, user-friendly core banking solution (“CBS”) and implemented the solution in all our branches across India. This solution has been designed and developed to meet our business requirements. The CBS takes care of centralized transaction

113 processing, back-office and management information system across our branches and offices. The main objective of the CBS is to provide ubiquitous services to customers and enhance convenience, along with providing better control and cost-effectiveness to the Company. CBS has been rolled out with transaction processing and back-office functionalities so as to allow branches to provide fast and convenient services to customers.

Security Threats and Measures The security threats we face can be broadly classified as external and internal threats. The principal security risks to our operations are robbery (external threat) and employee theft or fraud (internal threat). We have extensive security and surveillance systems and dedicated security personnel to counter external security threats. To mitigate internal threats, we undertake careful pre-employment screening, including obtaining references before appointment. We also have installed management information systems to minimize the scope for employee theft or fraud. We also have installed offsite surveillance cameras across our branches, which is connected to a centrally located database and allow the regional office / corporate office to remotely monitor the branches.

To protect against robbery, all branch employees work behind wooden, glass and steel counters, and the back office, strong-room and computer areas are locked and closed to customers. Each branch’s security measures include strong rooms with concrete walls, strong room door made of iron bars, burglary alarm systems, controlled entry to teller areas, and the tracking of employee movement in and out of secured areas. While we provide around the clock armed security guards for risk prone branches, the majority of our branches do not require security guards as the gold jewelry are stored securely in strong rooms.

Since we handle high volumes of cash and gold jewelry at our locations, daily monitoring, spot audits and immediate responses to irregularities are critical to our operations. We have an internal auditing program that includes unannounced branch audits and cash counts at randomly selected branches.

B. Classification of Loans given to associate or entities related to Board, Senior management, promoters, etc.

Company has not provided any loans/advances to associates, entities/persons relating to Board, senior management or Promoters. The Company has provided loans to its subsidiaries as under:

Name Relationship Advance amount outstanding Percentage of as on March 31, 2021 ( Rs. Advances to in millions) Total Loan Assets (%)

Muthoot Money Wholly Owned 2,280.00 0.43 Limited Subsidiary

114 C. Classification of loans into several maturity profile denomination as on March 31, 2021 is as follows:

Period Amount ( Rs. in millions) Less than 1 month 121,457.33

1-2 month 96,276.48

2-3 month 82,652.56

3-6 month 160,196.65

6 month -1 year 80,357.91

Above 1 year 6,178.73

Total 547,119.65

Less: Non sensitive items to ALM 6,485.74

Total loans as per balance sheet 540,633.91

Note: Contracted tenor of gold loan is maximum of 12 months. However, on account of high incidence of prepayment before contracted maturity, the above maturity profile has been drawn up on the basis of historical pattern of repayments. In case of loans other than gold loan, the maturity profile is based on contracted maturity.

D. Aggregated exposure to top 20 borrowers with respect to concentration of advances as on March 31, 2021

Amount (Rs. in millions)

Total Advances to twenty largest borrowers 2,786.75

Percentage of Advances to twenty largest borrowers to 0.53% Total Advances of the NBFC

Aggregated exposure to top 20 borrowers with respect to concentration of exposures as on March 31, 2021 Amount (Rs. in millions)

Total Exposures to twenty largest borrowers/Customers 2,786.75

Percentage of Exposures to twenty largest borrowers/Customers to Total Advances of the NBFC on 0.53% borrowers/Customers

115 E. Details of loans overdue and classified as stage 3 loan assets

Movement of gross Stage 3 loan assets (FY 2020-21) Amount ( Rs. in millions)

(a) Opening balance 8,991.54

(b) Additions during the year 2,654.42

( c) Reductions during the year 7,004.57

(d) closing balance 4,641.39

The Company considers a loan as defaulted and therefore classified as Stage 3 (credit-impaired) for Expected Credit Loss calculations in all cases when the borrower becomes 90 days past due on its contractual payments.

Movement of provisions for Stage 3 loan assets (FY 2020- Amount (Rs. in millions) 21)

(a) Opening balance 955.59

(b) Provisions made during the year -

( c) Write-off / write -back of excess provisions 350.09

(d) closing balance 605.50

F. NPA exposures of the issuer for the last three financial years (both gross and net exposures) and provisioning made for the same as per the last audited financial statements of the issuer; (Rs. in millions) 2021 2020 2019

Gross Stage 3 Loan Assets 4,641.39 8,991.54 9,326.00

Provision on Stage 3 Loan Assets 955.59 1,294.96 605.50

Net Stage 3 Loan Assets 4,035.89 8,035.95 8,031.04

% of Stage 3 Loan Assets on Loans (Principal amount) 0.88% 2.16% 2.72%

% of Net Stage 3 Loan Assets on Loans (Principal amount) 0.77% 1.93% 2.35%

116

2. Details of borrowings made by the NBFC

A. Portfolio Summary of borrowings made by the Company as on March 31, 2021

Borrowings Segment Amount (Rs. in millions) Secured Non-Convertible Debentures (Muthoot Gold Bonds) 2,635.24

Secured Non-Convertible Debentures - Listed 1,35,656.22

Borrowings from Banks/FIs 1,98,331.42

External Commercial Bonds- Senior secured Notes 73,110.00

Subordinated Debt -

Subordinated Debt-Listed 2,106.48

Commercial Paper 38,540.06

Other Loans 9,817.38

Total 4,60,196.80

Less:EIR Impact on transaction cost 734.04

Total borrowings as per Balance sheet 4,59,462.76

B. Quantum and percentage of Secured vs. Unsecured borrowings as on March 31, 2021

S. Amount Percentage No Type of Borrowings (Rs. in millions)

1 Secured 409,732.88 89.03%

2 Unsecured 50,463.92 10.97 %

Total 460,196.80 100.00%

Less: EIR Impact on transaction cost 734.04

Total borrowings as per Balance Sheet 459,462.76

3. Details of change in shareholding

A. Promoter Shareholding There is no change in promoter holdings in the Company beyond the stipulated threshold level of 26% during the last financial year

117

4. Disclosure of Assets under management

A. Segment wise breakup as on March 31, 2021 is as follows:

S. No Segment- wise breakup of AUM Percentage of AUM

1 Retail

A Mortgages (home loans and loans against property) 0.01%

B Gold Loans 98.68%

C Vehicle Finance

D MFI

E M &SME 0.14%

Capital market funding (loans against shares, margin

F funding)

G Others 0.69%

2 Wholesale

A Infrastructure

B Real estate (including builder loans)

C Promoter funding

D Any other sector (as applicable)

E Others 0.48%

Total 100.00%

B. Types of loans The loans given by the Company out of the proceeds of Previous Issues are loans against security of gold jewelry which are given primarily to individuals.

Types of loan given by the Company as on March 31, 2021 are as follows:

S. No Type of loans Amount ( Rs. in millions)

1 Secured 519,476.11

2 Unsecured 6,747.26

118 Total 526,223.37

Add: EIR Impact 20,668.03

Total 546,891.40

Less: ECL Provision 6,257.49

Total Loan assets as per Balance sheet 540,633.91

Denomination of loans outstanding by ticket size as on March 31, 2021 S. No Ticket size Percentage of AUM

1 Upto Rs. 2 lakh 50.22%

2 Rs. 2-5 lakh 27.86%

3 Rs. 5-10 lakh 12.09%

4 Rs. 10-25 lakh 7.49%

5 Rs. 25-50 lakh 1.37%

6 Rs. 50 lakh-1 crore 0.41%

7 Rs. 1-5 crore 0.10%

8 Rs. 5-25 crore 0.03%

9 Rs. 25-100 crore 0.00%

10 >Rs. 100 crore 0.43%

100.00%

Denomination of loans outstanding by LTV as on March 31, 2021 S. No LTV Percentage of AUM

1 Upto 40% 1.46%

2 40-50% 2.39%

3 50-60% 5.17%

4 60-70% 7.30%

5 70-80% 22.70%

6 80-90% 60.98%

7 >90% 0.00%

Total 100.00%

119

5. Details of borrowers

A. Geographical classification of borrowers as on March 31, 2021 S. No. Top 5 states Percentage of AUM 1 Tamil Nadu 14.58 %

2 Karnataka 12.69 %

3 Telangana 10.06 %

4 Andhra Pradesh 9.32 %

5 Delhi 7.43 %

Total 54.08%

6. Details Of Gross NPA as on 31.03.2021 A. Segment –wise gross Stage 3 loan assets as on March 31, 2021

S. Segment- wise breakup of gross Segment wise Gross Stage 3 loan assets to Total no Stage 3 loan assets Gross Stage 3 loan assets (%)

1 Retail

Mortgages (home loans and loans A against property) 0.00%

B Gold Loans 97.65%

C Vehicle Finance

D MFI

E M &SME 0.02%

Capital market funding (loans F against shares, margin funding)

G Others 2.33%

2 Wholesale

A Infrastructure

Real estate (including builder B loans)

C Promoter funding

120 D Any other sector (as applicable)

E Others

Total 100.00%

7. Details of Assets and Liabilities as on 31.03.2021 A. Residual maturity profile wise into several buckets 15 days Over 2 Over 3 Over 6 1 to 7 8 to 14 Over 1 Over 1 over 3 to 30/31 month month month Over 5 Non days days month year to 5 As at days s s s sensitive Total 31.03.2021 to 3 to 6 to ALM to 2 to 1 month month to 3 year years years ** months year s s Liabilities Deposits N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A Borrowings (excluding external commercial 64718. 52369. 83607. 110248.9 11184. 1200.3 386626.0 3194.13 2019.60 8241.50 50302.55 (460.76) borrowings 75 65 11 2 19 9 5 -senior secured notes) Foreign Currency Liabilities (external commercial borrowing- senior 147.44 73110.00 (273.28) 73823.78 - - 839.62 - - - - secured notes including interest accrued but not due) Assets 28406.3 28315.2 64735.6 82652. 160196 80357. 540633.9 Advances* 96276.48 5392.64 745.85 40.24 (6485.74) 8 6 9 56 .65 91 2

Investment 3064.4 2166.2 9568.3 14829.92 s - - - 0.79 30.00 - 6 8 9 Foreign

Currency 1072.9 1072.91 ------assets 1

*Contracted tenor of gold loan is maximum of 12 months. However, on account of high incidence of prepayment before contracted maturity, the above maturity profile has been prepared by the management on the basis of historical pattern of repayments. In case of loans other than gold loan, the maturity profile is based on contracted maturity.

**represents adjustments on account of EIR/ECL.

8. Disclosure of latest ALM statements to Stock exchange : Click the below link for the statement as on June 30 ,2021

121 https://www.bseindia.com/xml-data/corpfiling/AttachHis/9d514f2a-a5cf-47f4-9d56- 020aaf1564ca.pdf

122 TDD Annexure - M

Details of default in statutory dues, duration of default and present status

The Company has been regular in depositing undisputed statutory dues. The following disputed amounts of Service Tax and Income Tax have not been deposited with the authorities as at June 30, 2021 :

Amount payable Forum where the Nature of (net of payments Period to which Statute dispute is dues made) the amount relates pending Rs. in millions 2007-2008 to 2011- CESTAT Service Tax 3004.08 Finance Act, 2012 (Bangalore) (excluding 1994 High Court of 94.21 2014-2015 interest) Kerala 128.06 AY 2011-12 277.08 AY 2012-13 Commissioner of 59.97 AY 2013-14 Income Tax Income Tax (Appeals) Income tax Act, 1961 705.6 AY 2014-15 127.85 AY 2015-16 258.92 AY 2016-17 3.67 AY 2017-18

123 TDD Annexure-N

Details of the Promoters of the Company

The following individuals are the Promoters of our Company:

1. George Jacob Muthoot; 2. George Thomas Muthoot; and 3. George Alexander Muthoot.

Name

George Jacob Muthoot George Thomas Muthoot George Alexander Muthoot Designation Chairman & Whole Time Director Whole Time Director Managing Director DIN 00018235 00018281 00016787 Educational Qualifications Degree in Civil Engineering from Undergraduate Qualified Chartered Accountant Manipal University Bachelor’s Degree in Commerce from Kerala University Occupation Business Business Business Experience in Business/Employment George Jacob Muthoot has a degree in civil George Thomas Muthoot is a George Alexander Muthoot is a chartered engineering from Manipal University and is businessman by profession. He is an accountant who qualified with first rank in a businessman by profession. He is a undergraduate. He has over three Kerala and was ranked 20th overall in India, member of the Trivandrum Management decades of experience in managing in 1978. He has a bachelor degree in Association, the Confederation of Real businesses operating in the field of commerce from Kerala University where Estate Developers Association of India financial services. He has received he was a rank holder and gold medalist. He (Trivandrum) and the Trivandrum Agenda the ‘Sustainable Leadership was also awarded the Times of India group Task Force. He is also a member of the Award 2014’ by the CSR Business Excellence Award in customised Rotary Club, Trivandrum (South), congress in the individual Financial Services in March 2009. He was governing body member of the Charitable category. also awarded the CA Business Leader and Educational Society of Trivandrum Award under Financial Services Sector Orthodox Diocese, Ulloor, Trivandrum, from the Institute of Chartered Accountants Finance Committee Member, Mar Diocese of India for 2013. He served as the College of Pharmacy, Althara, Trivandrum Chairman of the Kerala Non-banking and Mar Gregorious Orthodox Christian Finance Companies Welfare Association Mercy Fellowship, Trivandrum. He has from 2004 to 2007. He is also the Member

124 over three decades of experience in Secretary of Finance Companies managing businesses operating in the field Association, Chennai. He is the founder of financial services. member for The Indus Entrepreneurs International, Kochi Chapter and is now a member of the Core Committee of the Indus Entrepreneurs International Kochi Chapter. He has over three decades of experience in managing businesses operating in the field of financial services. Date of Birth & Age DOB: 21/09/1952 DOB: 25/12/1950 DOB: 16/09/1955 Age: 68 Years Age: 70 Years Age: 65 Years Director of the Company since 16/08/2005 16/08/2005 20/11/2006 Personal Address Muthoot House, House No. TC/4/2515, Muthoot House, Miss East Lane, Muthoot House, G- 343, Panampilly Marappalam, Pattom, Trivandrum - House No: 9/324 A, Baker Nagar, Ernakulam - 682 036 695 004 Junction, Kottayam - 686 001 Positions/posts held in the past Whole-Time Director Whole-Time Director Managing Director Muthoot Finance Limited Muthoot Finance Limited Muthoot Finance Limited Directorships held 1. Muthoot Leisure and Hospitality 1. Muthoot Leisure and 1. Muthoot Infopark Private Limited Services Private Limited Hospitality Services Private 2. Muthoot Forex Limited 2. Muthoot Infopark Private Limited Limited 3. M G M Muthoot Medical Centre 3. Muthoot Insurance Brokers Private 2. M G M Muthoot Medical Private Limited Limited Centre Private Limited 4. Muthoot Insurance Brokers Private 4. Muthoot Forex Limited 3. Muthoot Holiday Homes and Limited 5. M G M Muthoot Medical Centre Resorts Private Limited 5. Muthoot Vehicle & Asset Finance Private Limited 4. Muthoot Vehicle & Asset Limited 6. Muthoot Marketing Services Finance Limited 6. Xandari Pearl Beach Resorts Private Private Limited 5. Muthoot M George Chits Limited (Formerly known as Marari 7. Xandari Pearl Beach Resorts India Limited Beach Resorts Private Limited) Private Limited (Formerly known 6. Xandari Pearl Beach Resorts 7. Adams Properties Private Limited as Marari Beach Resorts Private Private Limited (Marari 8. Muthoot Commodities Limited Limited) Beach Resorts Private 9. Muthoot Marketing Services Private 8. Muthoot Developers Private Limited) Limited Limited 7. Adams Properties Private 10. Muthoot M George Institute of 9. Muthoot Commodities Limited Limited Technology 10. Adams Properties Private Limited 8. Muthoot M George Institute 11. Muthoot Homefin (India) Limited 11. Oxbow Properties Private Limited of Technology 12. Muthoot Anchor House Hotels 12. Muthoot M George Institute of 9. Muthoot Homefin (India) Private Limited Technology Limited 13. Geobros Properties and Realtors 13. Muthoot Anchor House Hotels 10. Muthoot Anchor House Private Limited Private Limited Hotels Private Limited 14. Muthoot M George Real Estate 14. Geobros Properties and Realtors 11. Geobros Properties and Private Limited. Private Limited Realtors Private Limited 15. Finance Companies’ Association (India)

125 15. Muthoot Health Care Private 12. Muthoot Synergy Nidhi Limited Limited (formerly known as 16. Muthoot M. George Real Estate Muthoot Synergy Fund Private Limited Limited) 17. Muthoot Money Limited 13. Muthoot Health Care Private 18. Muthoot Global UK Limited Limited 14. Muthoot Infopark Private Limited 15. Muthoot M. George Real Estate Private Limited Other ventures of each promoter Mr. George Jacob Muthoot is holding the Mr. George Thomas Muthoot is Mr. George Alexander Muthoot is directorships in the following holding directorships in the holding directorships in the following Companies: following Companies: Companies:

1. Muthoot Leisure and Hospitality 1. Muthoot Leisure and 1. Muthoot Infopark Private Services Private Limited Hospitality Services Private Limited 2. Muthoot Infopark Private Limited Limited 2. Muthoot Forex Limited 3. Muthoot Insurance Brokers Private 2. M G M Muthoot Medical 3. M G M Muthoot Medical Centre Limited Centre Private Limited Private Limited 4. Muthoot Forex Limited 3. Muthoot Holiday Homes and 4. Muthoot Insurance Brokers Private 5. M G M Muthoot Medical Centre Resorts Private Limited Limited Private Limited 4. Muthoot Vehicle & Asset 5. Muthoot Vehicle & Asset Finance 6. Muthoot Marketing Services Finance Limited Limited Private Limited 5. Muthoot M George Chits 6. Xandari Pearl Beach Resorts Private 7. Xandari Pearl Beach Resorts India Limited Limited (Formerly known as Marari Private Limited (Formerly known 6. Xandari Pearl Beach Resorts Beach Resorts Private Limited) as Marari Beach Resorts Private Private Limited (Marari 7. Adams Properties Private Limited Limited) Beach Resorts Private 8. Muthoot Commodities Limited 8. Muthoot Developers Private Limited) 9. Muthoot Marketing Services Private Limited 7. Adams Properties Private Limited 9. Muthoot Commodities Limited Limited 10. Muthoot M George Institute of 10. Adams Properties Private Limited 8. Muthoot M George Institute Technology 11. Oxbow Properties Private Limited of Technology 11. Muthoot Homefin (India) Limited 12. Muthoot M George Institute of 9. Muthoot Homefin (India) 12. Muthoot Anchor House Hotels Technology Limited Private Limited 13. Muthoot Anchor House Hotels 10. Muthoot Anchor House 13. Geobros Properties and Realtors Private Limited Hotels Private Limited Private Limited 14. Geobros Properties and Realtors 11. Geobros Properties and 14. Muthoot M George Real Estate Private Limited Realtors Private Limited Private Limited. 15. Muthoot Health Care Private 12. Muthoot Synergy Nidhi 15. Finance Companies’ Association Limited Limited (formerly known as (India) 16. Muthoot M. George Real Estate Muthoot Synergy Fund Private Limited Limited)

126 17. Muthoot Money Limited 13. Muthoot Health Care Private Limited Muthoot Infopark Private Limited Special achievements Business Excellence Award 2012 from Sustainable Leadership Award CA Business Leader Award under Trivandrum Chamber of Commerce 2014 by CSR Congress Financial Services Sector from ICAI 2013 Business and financial activities Mr. George Jacob Muthoot is the current Mr. George Thomas Muthoot is Mr. George Alexander Muthoot is the Chairman & Whole Time Director of the Whole Time Director of Managing Director of Muthoot Finance Muthoot Finance Limited Muthoot Finance Limited Limited.

Apart from the position held in the Board Apart from the position held in Apart from the position held in the Board of Muthoot Finance Limited, Mr. George the Board of Muthoot Finance of Muthoot Finance Limited, Mr. George Jacob Muthoot holds shareholding / Limited, Mr. George Thomas Alexander Muthoot holds shareholding / directorships in many public limited and Muthoot holds shareholding / directorships in many public limited and private limited companies which are directorships in many public private limited companies which are functioning in different sectors including limited and private limited functioning in different sectors including financial services. companies which are functioning financial services. in different sectors including financial services. Permanent Accountant Number ABVPJ5358A ACKPG5848G ABTPA8912D

127 TDD Annexure - O

Disclosures with regard to interest of directors, litigation etc.

c. The details of the remuneration of Directors for preceding three financial years is as below:

Period Remuneration Of Managing Director & Sitting Fees & Commission Of Whole Time Directors including Non-Executive Directors (Rs. in Allowances and Incentives (Rs. in Millions) Millions)

Current 68.40 1.06 Year*

FY 2020-21 793.94 11.09

FY 2019-20 633.60 9.83

FY 2018-19 547.40 9.76

FY 2017-18 427.30 6.60

*Remuneration up to June 30, 2021.

128 prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the offer letter and if so, section wise details thereof for the company and all of its subsidiaries  The Reserve Bank of India by order dated November 19, 2020 has imposed a monetary penalty of ₹ 1 million on the Company, for non-compliance with directions issued by the RBI on maintenance of Loan to Value ratio in gold loans and on obtaining copy of PAN card of the borrower while granting gold loans in excess of ₹ 0.50 million. Company has duly remitted the monetary penalty imposed by RBI.

 Company and its key Managerial Personnel have received following notices on inquiry conducted by Registrar of Companies, Kerala and Lakshadweep under Section 206 of Companies Act, 2013:

2. 15th May 2019 Show cause notice for the violation of the provisions of section 134 and section 188(1) of the Companies Act, 2013 read with Companies (Account) Rules 2014

3. 15th May 2019 Show cause notice for violation of Section

124(1) of the Companies Act, 2013

4. 15th May 2019 Show cause notice for default under section 125 of the Companies Act, 2013 Company has read with IEPF authority (Accounting, submitted its reply to Audit, Transfer & Refund) Rules, 2016. Registrar of Companies, Kerala and 5. 15th May 2019 Show cause notice for non-compliance of Lakshadweep along section 134(3)(h) of the Companies Act, with explanations and 2013. documentary evidences in support 6. 15th May 2019 Show cause notice for non-compliance of of compliance done by provisions of section 189(1) of the the Company vide Companies Act, 2013 read with Rule 16 of letters dated June 14, Companies (Meeting of Board and its 2019 and August 21, Powers) Rules, 2014 2019

7. 15th May 2019 Show cause notice for violation of the provisions of section 129 of the Companies Act, 2013

129 8. 15th May 2019 Show cause notice for default under section 188 of the Companies Act, 2013 9. 15th May 2019 Show cause notice for default under section 164(2)(b) of the Companies Act, 2013.

10. 26th July 2019 Show cause notice for violation of Section 447 of the Companies Act, 2013.

f. Details of acts of material frauds committed against the company in the last three years, if any, and if so, the action taken by the company.

Our business involves carrying out cash and gold jewelry transactions that expose us to the risk of fraud by employees, agents, customers or third parties, theft, burglary, and misappropriation or unauthorised transactions by our employees. Our insurance policies, security systems and measures undertaken to detect and prevent these risks may not be sufficient to prevent or detect such activities in all cases, which may adversely affect our operations and profitability. Our employees may also become targets of the theft, burglary and other crimes if they are present when these crimes are committed, and may sustain physical and psychological injuries as a result. For example, in the year ended March 31, 2021 (i) we encountered two instances of staff fraud at our Sernthamaram Branch in Tamil Nadu and Kumta (KA) in Karnataka where Rs. 10.49 million and Rs. 0.77 million, respectively were misappropriated by our employees, (ii) gold ornaments pledged by our customers at our Bhilai branch in Chatisgarh, and Ghaziabad - Indrapuram branch in Uthar Pradesh, against loan amounts of Rs. 0.43 million and Rs. 0.57 million, respectively, were reported to be stolen goods and were seized by the police. (iii) In the year ended March 31, 2020 ,we encountered an instance of burglary at our Cooke Town Branch, Karnataka, in which, loan amount aggregating to Rs. 162.77 million was stolen.

However, these individual instances were not of material nature compared to size , scale , operations , revenue and profits of the Company.

Details of fraud committed against the Company

Sl.No. Financial Details of Fraud Action taken by the Company Year 1 No fraud of material nature was These amounts have been committed against the company other recovered/written 2020-21 than frauds committed by staff and off/provided for customers of the company cumulatively amounting to Rs.35.73 million 2 No fraud of material nature was These amounts have been committed against the company other recovered/written 2019-20 than frauds committed by staff and off/provided for customers of the company cumulatively amounting to Rs.25.94 million 3 No fraud of material nature was These amounts have been 2018-19 committed against the company other recovered/written

130 than frauds committed by staff and off/provided for customers of the company cumulatively amounting to Rs.38.31 million

131 TDD Annexure - P

DETAILS OF THE LIST OF RELATED PARTIES AND NATURE OF RELATIONSHIPS

A. Subsidiary Companies

SL For the period ended March For the period ended March For the period ended March No. 31,2021 31,2020 31,2019 1 Asia Asset Finance PLC, Sri Asia Asset Finance PLC, Sri Asia Asset Finance PLC, Sri Lanka Lanka Lanka 2 Muthoot Homefin (India) Muthoot Homefin (India) Muthoot Homefin (India) Limited Limited Limited 3 Belstar Microfinance Limited Belstar Microfinance Limited Belstar Investment and Finance Private Limited 4 Muthoot Insurance Brokers Muthoot Insurance Brokers Muthoot Insurance Brokers Private Limited Private Limited Private Limited 5 Muthoot Money Limited Muthoot Money Limited Muthoot Money Limited

6 Muthoot Asset Management Muthoot Asset Management Muthoot Asset Management Private Limited Private Limited Private Limited 7 Muthoot Trustee Private Muthoot Trustee Private Muthoot Trustee Private Limited Limited Limited

B. Key Managerial Personnel

Sl. No. For the period ended March For the period ended March For the period ended March 31, 2021 31, 2020 31, 2019 1 M. G. George Muthoot M. G. George Muthoot M. G. George Muthoot 2 George Thomas Muthoot George Thomas Muthoot (Chairman)George Alexander Muthoot 3 George Thomas Muthoot George Thomas Muthoot (ManagingGeorge Thomas Director) Muthoot 4 (Director)George Jacob Muthoot (Director)George Jacob Muthoot (Director)George Jacob Muthoot 5 (Director)Alexander M George (Director)Alexander M George (Director)Alexander M George 6 (Director)Pamela Anna Mathew (Director)George Joseph (Director)George Joseph 7 Jose Mathew John K Paul John K Paul 8 Justice (Retd) Jacob Benjamin K. George John K. George John 9 KoshyPratip Chaudhuri Pamela Anna Mathew Pamela Anna Mathew 10 Vadakkakara Antony George Jose Mathew Jose Mathew 11 Ravindra Pisharody Justice (Retd) Jacob Justice (Retd) Jacob Benjamin Koshy Benjamin Koshy 12 Usha Sunny Pratip Chaudhuri 13 Vadakkakara Antony George 14 Ravindra Pisharody

132

C. Enterprises owned or significantly influenced by Key Managerial Personnel or their relatives

Sl. No. For the period ended March For the period ended March For the period ended March 31, 2021 31, 2020 31, 2019 Muthoot Vehicle & Asset Muthoot Vehicle And Asset Muthoot Vehicle And Asset 1 Finance Limited Finance Limited Finance Limited Muthoot Leisure And Muthoot Leisure And Muthoot Leisure And 2 Hospitality Services Private Hospitality Services Private Hospitality Services Private Limited Limited Limited MGM Muthoot Medical M.G.M. Muthoot Medical M.G.M. Muthoot Medical 3 Centre Private Limited. Centre Private Limited. Centre Private Limited. Muthoot Marketing Services Muthoot Marketing Services Muthoot Marketing Services 4 Private Limited. Private Limited. Private Limited. Muthoot Broadcasting Private Muthoot Broadcasting Private Muthoot Broadcasting Private 5 Limited Limited Limited 6 Muthoot Forex Limited Muthoot Forex Limited Muthoot Forex Limited Emgee Board and Paper Mills Emgee Board and Paper Mills Emgee Board and Paper Mills 7 Private Limited Private Limited Private Limited Muthoot Health Care Private Muthoot Health Care Private Muthoot Health Care Private 8 Limited Limited. Limited. Muthoot Precious Metals Muthoot Precious Metals Muthoot Precious Metals 9 Corporation Corporation Corporation 10 GMG Associates GMG Associates GMG Associates Emgee Muthoot Benefit Fund Emgee Muthoot Benefit Fund Emgee Muthoot Benefit Fund 11 ( India ) Limited ( India ) Limited ( India ) Limited Geo Bros Muthoot Funds Geo Bros Muthoot Funds Geo Bros Muthoot Funds 12 (India) Limited (India) Limited (India) Limited Muthoot Investment Advisory Muthoot Investment Advisory Muthoot Investment Advisory 13 Services Private Limited Services Private Limited Services Private Limited 14 Muthoot Securities Limited Muthoot Securities Limited Muthoot Securities Limited Muthoot M George Muthoot M George Muthoot M George 15 Permanent Fund Limited Permanent Fund Limited Permanent Fund Limited Muthoot Housing & Muthoot Housing & Muthoot Housing & 16. Infrastructure Infrastructure Infrastructure Muthoot Properties & Muthoot Properties & Muthoot Properties & 17. Investments Investments Investments 18 Venus Diagnostics Limited Venus Diagnostics Limited Venus Diagnostics Limited Muthoot Systems & Muthoot Systems & Muthoot Systems & 19. Technologies Pvt Ltd Technologies Pvt Ltd Technologies Pvt Ltd Muthoot Infopark Private Muthoot Infopark Private Muthoot Infopark Private 20. Limited Limited Limited Muthoot Anchor House Hotels Muthoot Anchor House Hotels Muthoot Anchor House Hotels 21. Private Limited Private Limited Private Limited Marari Beach Resorts Private Marari Beach Resorts Private Marari Beach Resorts Private 22. Limited Limited Limited Muthoot M George Muthoot M George Muthoot M George 23. Foundation Foundation Foundation 24. Muthoot Commodities Limited Muthoot Commodities Limited Muthoot Commodities Limited

133 Muthoot M George Charitable Muthoot M George Charitable Muthoot M George Charitable 25 Trust Trust Trust Muthoot M George Institute Muthoot M George Institute Muthoot M George Institute 26 of Technology of Technology of Technology Muthoot Gold Bullion Muthoot Gold Bullion 27 Corporation Corporation St. Georges Educational St. Georges Educational 28 Society Society 29 Muthoot Educational Trust Muthoot Educational Trust 30 CL Digital LLP

D. Relatives of key managerial personnel

Sl. No. For the period ended March For the period ended March For the period ended March 31, 2021 31, 2020 31, 2019 1 Sara George w/o M. G. George Sara George w/o M. G. George Sara George w/o M. G. George Muthoot Muthoot Muthoot 2 Susan Thomas w/o George Susan Thomas w/o George Susan Thomas w/o George Thomas Muthoot Thomas Muthoot Thomas Muthoot 3 Elizabeth Jacob w/o George Elizabeth Jacob w/o George Elizabeth Jacob w/o George Jacob Muthoot Jacob Muthoot Jacob Muthoot 4 Anna Alexander w/o George Anna Alexander w/o George Anna Alexander w/o George Alexander Muthoot Alexander Muthoot Alexander Muthoot

134

TRANSACTIONS WITH RELATED PARTIES

A. Key Managerial Personnel

SL. Particulars For the year ended For the year ended For the year ended No March 31, 2021 March 31, 2020 March 31, 2019

A Transactions during the year 1 Purchase of Travel Tickets for - - - Company Executives/ Directors/ Customers 2 Travel Arrangements for - - - Company Executives/ Customers 3 Accommodation facilities for - - - Company Executives/ Clients/ Customers 4 Brokerage paid for NCD Public - - - Issue 5 Interest received on Loans - - - 6 Directors Remuneration 793.94 633.60 547.40 7 Salary and Allowances - - - 8 Service Charges Collected - - -

9 Subordinated debts repaid - - 0.05 10 Loans given - - - 11 Loans recovered - - - 12 Investment in Secured NCD - - - 13 Rent paid - - 0.80 14 Rent received - - - 15 Loans availed by the Company - - - for which guarantee is provided by related parties 16 Business Promotion Expenses - - -

17 Expenditure on Corporate Social - - - Responsibility 18 Foreign Currency Purchased for - - - travel 19 Interest paid on 546.05 444.37 257.56 loans/subordinated debts

135 20 Interest paid on NCD 0.52 0.52 0.75 21 Interest paid on NCD– Listed 16.57 15.91 -

22 Redemption of NCD of the - 0.02 - company 23 Redemption of Listed NCD of the - 0.34 72.10 company 24 Dividend paid/declared - 4,973.85 - company 25 Sale of Investments - - -

26 Purchase of shares of Muthoot - - Insurance Brokers Private Ltd

27 Loans accepted 1,356.79 5,859.04 2336.89

28 Loans repaid 2,928.04 1,424.45 3604.96

29 Purchase of NCD-Listed - 10.34 1170.00

30 Purchase of shares of Muthoot - - - Homefin (India) Limited 31 Term Loan Accepted - - -

32 Term Loan Interest Paid - - -

33 Interest received on - - - Subordinated Debt 34 Sale of Fixed Asset to company - 6.72 - 35 Dividend Received - - - 36 Commission Received on Money - - - Transfer 37 Investment in Equity Shares of - - - Subsidiary 38 Purchase of Securities - - -

39 Non- executive Directors 11.09 9.83 9.73 Remuneration 40 Rent deposit repaid by directors - - 1.95 and relatives 41 Repairs and Maintenance - - -

42 Service Charges - - -

43 Insurance - - -

136 44 Rent deposit given - - -

45 Term Loan repaid - - -

46 Advance for Investment in equity - - - shares 47 Corporate Guarantee given - - -

Net Amount Receivable / (Due) as at the year end As at March 31, As at March 31, As at March 31, 2021 2020 2019 Investments in Equity Shares - - - Investments in Subsidiary - - - companies- Subordinated debts Advance for Investment in shares - - - NCD (5.00) (5.00) (5.02) NCD – Listed (907.90) (1,107.90) (1097.90) Security Deposit - - - Rent Deposit - - - Loans and Subordinated debts (5,762.22) (7,333.47) (2898.88) Directors Remuneration Payable (272.81) (347.70) (293.00) Non-Executive Directors (6.30) (6.05) (6.28) Remuneration Payable Interest payable on NCD (0.93) (0.41) (4.23) Interest payable on borrowings (7.94) - - Interim Dividend Payable - - - Trade Payables - - - Other Financial Liabilities - - - Term Loan outstanding - - - Trade Receivable - - - Other Non-Financial Assets - - - Other Financial Assets - - -

137 B. Relatives of Key Managerial Personnel

Sl. Particulars For the year ended For the year ended For the year ended No. March 31, 2021 March 31, 2020 March 31, 2019 A Transactions during the year 1 Purchase of Travel Tickets for - - - Company Executives/Directors/Customers 2 Travel Arrangements for - - - Company Executives/Customers 3 Accommodation facilities for - - - Company Executives/Clients/Customers 4 Brokerage paid for NCD Public - - - Issue 5 Interest received on Loans - - -

6 Directors Remuneration - - -

7 Salary and Allowances 33.60 16.80 13.80 8 Service Charges Collected - - -

9 Subordinated debts repaid - - - 10 Loans given - - -

11 Loans recovered - - -

12 Investment in Secured NCD - - - 13 Rent paid 0.28 0.28 0.42 14 Rent received - - -

15 Loans availed by the Company - - - for which guarantee is provided by related parties 16 Business Promotion Expenses - - -

17 Expenditure on Corporate Social - - - Responsibility 18 Foreign Currency purchased for - - - travel 19 Interest paid on 392.89 260.29 293.54 loans/subordinated debts

138 20 Interest paid on NCD - - - 21 Interest paid on NCD– Listed 13.70 12.05 10.47 22 Redemption of NCD of the - - company 23 Redemption of Listed NCD of the 0.42 27.71 7.10 company 24 Dividend paid/declared - 3,012.69 - 25 Sale of Investments - - 26 Purchase of Shares of Muthoot Insurance Brokers Private - - - Limited 27 Loan accepted 753.01 3,959.80 2211.73 28 Loans repaid 1,244.48 2,225.37 4047.63 29 Purchase of NCD-Listed 21.50 1,059.36 1869.60 30 Purchase of shares of Muthoot - - - Homefin (India) Limited 31 Term Loan Accepted - - -

32 Term Loan Interest Paid - - -

33 Interest received on - - - Subordinated Debt 34 - - - Sale of Fixed Asset 35 - - - Dividend Received 36 Commission Received on Money - - - Transfer Investment in Equity Shares of - - 99.48 37 Subsidiary - - - 38 Purchase of Securities Non- executive Directors - - - Remuneration 39 Rent deposit repaid by directors - - 0.35 and relatives 40 Repairs and Maintenance - - - 41

139 Service Charges - - - 42 Insurance - - - 43 Rent deposit given - - - 44 Term Loan repaid - - - 45 Advance for Investment in - - - equity shares 46 Corporate Guarantee given - - - 47

Net Amount Receivable / (Due)

as at the year end As at March 31 As at March 31 As at March 31 2021 2020 2019 Investments in Equity Shares - - - Investments in Subsidiary - - - Companies-Subordinated debts Advance for Investment in - - - shares NCD - - - NCD– Listed (3,262.06) (3,040.97) (2009.32) Security Deposit - - - Rent Deposit - - - Loans and Subordinated debts (4,055.16) (4,546.63) (2812.20) Directors Remuneration Payable - - - Non-Executive Directors - - - Remuneration Payable Interest payable on NCD - - - Interim Dividend payable - - - Trade Payables - - - Other Financial Liabilities - - - Term Loan outstanding - - - Trade Receivable - - - Other Non-Financial Assets - - - Other Financial Assets - - -

140

C. Enterprises owned or significantly influenced by Key Managerial Personnel or their relatives

Sl. Particulars For the year ended For the year ended For the year ended No. March 31, 2021 March 31, 2020 March 31, 2019

A Transactions during the year 1 Purchase of Travel Tickets for 0.86 28.98 17.99 Company Executives/Directors/Customers 2 Travel Arrangements for - 10.21 8.15 Company Executives/Customers 3 Accommodation facilities for 0.36 1.06 4.15 Company Executives/Clients/Customers 4 Brokerage paid for NCD Public 0.78 15.52 24.02 Issue 5 Interest received on Loans - - - 6 Directors Remuneration - - - 7 Salary and Allowances - - - 8 Service Charges Collected 2.45 3.68 2.34 9 Subordinated debts repaid - - - 10 Loans given - - - 11 Loans recovered - - - 12 Investment in Secured NCD - - - 13 Rent paid 22.99 22.80 9.80 14 Rent received 2.01 2.46 1.84 15 Loans availed by the Company - - - for which guarantee is provided by related parties 16 Business Promotion Expenses - 0.17 10.01 17 Expenditure on Corporate Social 367.84 546.61 255.01 Responsibility 18 Foreign Currency purchased for - 1.96 0.86 travel 19 Interest paid on - - - loans/subordinated debts 20 Interest paid on NCD - - -

141 21 Interest paid on NCD– Listed 36.76 39.50 15.77

22 Redemption of NCD of the - - - company 23 Redemption of Listed NCD of the 268.62 238.68 145.57 company 24 Dividend Paid/Declared - - - 25 Sale of Investments - - - 26 Purchase of shares of Muthoot - - Insurance Brokers Private Ltd - 27 Loans Accepted - - - 28 Loans Repaid - - - 29 Purchase Of NCD-Listed 130.74 397.72 203.09 30 Purchase of shares of Muthoot - - - Homefin (India) Limited 31 Term Loan Accepted - - 9.99 32 Term Loan Interest Paid 0.66 0.91 0.57 33 Interest received on - - - Subordinated debt 34 Sale of Fixed Assets - - - 35 Dividend Received - - -

36 Commission received on Money 13.27 32.93 51.77 Transfer Business

42 Service Charges - - 0.01

Insurance - - 0.07 43

44 Rent deposit given 0.30 7.07 2.30

142 45 Term Loan repaid 2.80 2.56 1.37

46 Advance for Investment in - - - equity shares 47 Corporate Guarantee given - - -

48 Security deposit accepted 10.00 - -

49 Security deposit received, - 40.00 - adjusted against dues 50 Professional charges paid - 0.01 -

51 Complementary Medical Health 0.08 2.55 - Check Up for Customers/ Employees 52 Advertisement Expenses 0.67 - -

Net Amount Receivable / (Due) as at the year end As at March 31, As at March 31, As at March 31,

2021 2020 2019 Investments in Equity Shares 287.57 239.37 197.17

Investments in Subsidiary - - - companyNet Amount-Subordinated Receivable debts / (Due) asAdvance at the year for end Investment in - - - shares NCD - - - NCD – Listed (320.93) (458.81) (299.77) Security Deposit (10.00) - (40.00) Rent Deposit 14.14 13.84 6.77 Loans and Subordinated debts - - - Directors Remuneration Payable - - - Non-Executive Directors - - - Remuneration Payable Interest Payable on NCD - - -

143 Interim Dividend payable - - - Trade Payables (1.00) (0.97) (0.97)

Other Financial Liabilities (0.03) (0.05) (0.05)

Term Loan outstanding (5.83) (8.63) (11.19)

Trade Receivable 0.58 1.56 - - - 0.22 Other Non-Financial Assets 0.78 0.96 0.31 Other Financial Assets

D. Subsidiary Companies Sl. Particulars For the year ended For the year ended For the year ended No. March 31, 2021 March 31, 2020 March 31, 2019 A Transactions during the year 1 Purchase of Travel Tickets for Company - - - Executives/Directors/Customers 2 Travel Arrangements for - - - Company Executives/Customers 3 Accommodation facilities for Company - - - Executives/Clients/Customers 4 Brokerage paid for NCD Public - - - Issue 5 Interest received on Loan 274.53 326.87 259.64 6 Directors Remuneration - - - 7 Salary and Allowances - - - 8 Service Charges Collected 0.05 - - 9 - - - Subordinated debts repaid 10 Loans Given 520.00 6,800.00 13,160.00 11 Loans recovered 2,190.00 7,850.00 10,489.67 12 Investment in Secured NCD - - - 13 Rent paid 0.18 - -

144 14 Rent Received 1.00 4.45 3.50 15 Loans availed by the Company for which guarantee is provided - - - by related parties 16 Business Promotion Expenses - - - 17 Expenditure on Corporate Social - - - Responsibility 18 Foreign Currency Purchased for - - - travel 19 Interest paid on - - - loans/subordinated debts 20 Interest paid on NCD - - - 21 Interest paid on NCD– Listed - - - 22 Redemption of NCD of the - - - company 23 Redemption of Listed NCD of the - - - company 24 Dividend paid/declared - - - 25 Sale of Investments - - - 26 Purchase of Shares of Muthoot Insurance Brokers Private - - - Limited 27 Loan accepted - - - 28 Loans repaid - - - 29 Purchase of NCD-Listed - - - 30 Purchase of fixed assets by 0.55 - - company 31 Term Loan Accepted - - - 32 Term Loan Interest paid - - - 33 Interest received on - - - Subordinated Debt 34 Sale of Fixed Asset - - - 35 Dividend Received 15.76 13.13 - 36 Commission received on Money - - - Transfer

145 37 Investment in Equity Shares of - 559.84 4653.51 Subsidiary 38 Purchase of Securities - - - 39 Non- executive Directors Remuneration - - -

40 Rent deposit repaid by directors and relatives - - -

41 Repairs and Maintenance - - - 42 Service Charges - - - 43 Insurance - - - 44 Rent deposit given - - - 45 Term Loan repaid - - - 46 Advance for Investment in equity shares - - 0.52

47 Corporate Guarantee given 2,250.00 - 250.00 Net Amount Receivable / (Due) as at the year end As at March 31, As at March 31, As at March 31, 2021 2020 2019 Investments in Equity Shares 8,742.33 8,742.33 8182.49 Investments in - Subsidiary Companies- - - Subordinated debts Advance for Investment - - 0.52 in shares NCD - - - NCD– Listed - - - Security Deposit - - - Rent Deposit - - - Loans and Subordinated debts - - - Directors Remuneration - - - Payable Non-Executive Directors - - - Remuneration Payable Interest payable on NCD - - - Interim Dividend Payable - - - Trade Payables (0.06) - - Other Financial Liabilities - - -

146 Term Loan Outstanding 2,280.00 3,950.00 5011.47 Trade Receivable - - - Other Non-Financial Assets - - - Other Financial Assets 0.40 1.41 0.17

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149 Rating Rationale August 03, 2021 | Mumbai Muthoot Finance Limited 'CRISIL AA+/Stable' assigned to Non Convertible Debentures

Rating Action Rs.1000 crore Non Convertible Debentures CRISIL AA+/Stable (Assigned) Rs.1000 crore Non Convertible Debentures CRISIL AA+/Stable (Reaffirmed) Rs.350 Crore Long Term Principal Protected Market Linked Debentures CRISIL PP-MLD AA+r/ Stable (Reaffirmed) Rs.200 Crore Long Term Principal Protected Market Linked Debentures CRISIL PP-MLD AA+r/ Stable (Reaffirmed) Rs.200 Crore Long Term Principal Protected Market Linked Debentures CRISIL PP-MLD AA+r/ Stable (Reaffirmed) Rs.100 Crore Long Term Principal Protected Market Linked Debentures CRISIL PP-MLD AA+r/ Stable (Reaffirmed) Rs.150 Crore Long Term Principal Protected Market Linked Debentures CRISIL PP-MLD AA+r/ Stable (Reaffirmed) Rs.2000 Crore NonConvertible Debentures CRISIL AA+/Stable (Reaffirmed) Subordinate Debt Aggregating Rs.200.28 Crore CRISIL AA+/Stable (Reaffirmed) Non Convertible Debentures Aggregating Rs.2000 Crore CRISIL AA+/Stable (Reaffirmed) Non Convertible Debentures Aggregating Rs.4000 Crore CRISIL AA+/Stable (Reaffirmed) Rs.4000 Crore Non-Convertible Debentures CRISIL AA+/Stable (Reaffirmed) Rs.304.2 crore Non-Convertible Debentures CRISIL AA+/Stable (Reaffirmed) Rs.1500 Crore Non-Convertible Debentures CRISIL AA+/Stable (Reaffirmed) Rs.251.80 crore Non-Convertible Debentures CRISIL AA+/Stable (Reaffirmed) Rs.93.60 crore Non-Convertible Debentures CRISIL AA+/Stable (Reaffirmed) Rs.2.80 Crore Non-Convertible Debentures CRISIL AA+/Stable (Reaffirmed) Rs.250 crore Non-Convertible Debentures CRISIL AA+/Stable (Reaffirmed) Rs.10 Crore Subordinated Debt CRISIL AA+/Stable (Reaffirmed) Rs.18.72 Crore Subordinated Debt CRISIL AA+/Stable (Reaffirmed) Rs.31.78 Crore Subordinated Debt CRISIL AA+/Stable (Reaffirmed) Rs.23.0392 Crore Subordinated Debt CRISIL AA+/Stable (Reaffirmed) Rs.5000 Crore Commercial Paper CRISIL A1+ (Reaffirmed) 1 crore = 10 million Refer to annexure for Details of Instruments & Bank Facilities Detailed Rationale CRISIL Ratings has assigned its ‘CRISIL AA+/Stable’ rating to Rs 1000 crore Non-Convertible Debentures of Muthoot Finance Limited (Muthoot Finance). The ratings on existing debt instruments have been reaffirmed at 'CRISIL AA+/CRISIL PP-MLD AA+r/Stable/CRISIL A1+'.

CRISIL Ratings has withdrawn its rating on non-convertible debentures of Rs 2437.4 crore (see the annexure, 'Details of rating withdrawn', for details) on receipt of independent confirmation that these instruments are fully redeemed, in line with its withdrawal policy.

The ratings are driven by Muthoot Finance’s demonstrated ability to profitably scaling up its core gold loan business while maintaining its strong financial risk profile. Between June 2020 and March 2021, the gold loan assets under management (AUM) has grown by 28.2% (non-annualised) despite increasing competition from banks and, having a regulatory Loan to Value (LTV) disadvantage during this period. The gold loan AUM stood at Rs 51,927 crore as on March 31, 2021, registering a 3 year CAGR of 21.6%. CRISIL Ratings expects the company to grow at 18-20% over the medium term and, retain its leadership position among gold loan financiers.

Asset quality for gold loans, as better measured by credit costs, has also been sound, except for the fourth quarter of fiscal 2018 when non-performing asset (NPA) levels increased after change in NPA recognition norms. Standalone stage III assets stood at 0.9% as on March 31, 2021 and have remained below 2.5% for the last 7 fiscals (except for fiscal 2018).

150 The non-gold portfolios have faced asset quality challenges especially in the aftermath of the pandemic. The pro-forma gross NPAs (GNPAs) have increased significantly over fiscal 2021 and this has had an impact on the respective earnings profile of subsidiaries. The management remains cautious and has strategically decided to curtail disbursements resulting in de-growth in the housing loan and vehicle finance business. The housing loan portfolio (under Muthoot Homefin India Limited [Muthoot Homefin]) has registered a negative growth of 13.8% (annualised) whereas the vehicle loan portfolio (under Muthoot Money Limited [Muthoot Money]) has shrunk by 27.9% (annualised) during the year. The microfinance portfolio (under Belstar Microfinance Limited [Belstar]) grew at 25% (annualised) over the same period. Nevertheless, the non-gold business is relatively small and contributes to only 10% of consolidated AUM. CRISIL Ratings believes that the gold loan AUM will continue to account for 85% of the consolidated AUM and over 90% of consolidated profit over the medium term. Consequently, the consolidated credit profile has the ability to absorb asset quality and earnings risks in the microfinance, vehicle or housing finance businesses in the near term.

The company’s earnings profile has remained healthy over the years, and has improved further in the last 2-3 fiscals. Muthoot Finance reported a consolidated return on managed assets (RoMA) of 6.5% for fiscal 2020 and of 6.1% for fiscal 2021, which is the best among lending entities such as banks and NBFCs. This superior earnings profile is supported by high interest margins and, low operating and credit costs.

The company has maintained strong capital position while ramping up operations over the years. As on March 31, 2021, its reported networth was Rs 15,575 crore (consolidated), tier I capital adequacy ratio was adequate at 26.3% (standalone) and gearing low at 3.2 times (consolidated). Over the past six fiscals, gearing (consolidated and standalone) remained below 4 times whereas standalone tier I capital adequacy ratio remained above 20%.

CRISIL Ratings believes that strong internal cash generation from the gold finance business will strengthen Muthoot Finance’s standalone capital position and, allow the company to prudently capitalise its subsidiaries and provide timely need- based liquidity support.

In terms of standalone funding, while a larger proportion of borrowing has been sourced as funding lines from banks and financial institutions (43%), the company’s resource profile remained diversified across avenues such as non-convertible debentures and subordinated debt (31%), commercial paper (8%), external commercial borrowing (16%) and other sources (2%) as on March 31, 2021.

On the liability side, the Reserve Bank of India (RBI) announced regulatory measures under its Covid-19 Regulatory Package, whereby lenders were permitted to grant moratorium on bank loans for three months ending May 31, 2020, which was later extended by another three months till August 31, 2020. However, Muthoot Finance (standalone) had not availed moratorium on its borrowings.

After the slowdown witnessed in the immediate aftermath of the pandemic outbreak, the monthly disbursement rate of Muthoot Finance revived at a good pace. While initially, majority of the disbursements happened in the form of renewals of existing loans with a higher loan amount against the same collateral due to rising gold prices, with eventual resumption in business activity across segments – the share of fresh loans disbursed to new customers has started to increase. The increase in renewals during the first nine months of fiscal 2021 was also driven by appreciating gold prices.

The company’s liquidity profile remains strong, it has been able to roll over existing working capital lines and also raise incremental funds at competitive rates over the last few quarters. Over fiscal 2021, the company has raised over Rs 29,000 crore of funds from various avenues. Over the last 3-4 quarters, Muthoot Finance has been maintaining about 10-12% of its balance sheet as liquidity balance, on June 30, 2021 – this balance stood at Rs 10,411 crore. Analytical Approach CRISIL Ratings has combined the business and financial risk profiles of Muthoot Finance and its subsidiaries, including Muthoot Homefin, Belstar and Muthoot Money.

Please refer Annexure - List of entities consolidated, which captures the list of entities considered and their analytical treatment of consolidation. Key Rating Drivers & Detailed Description Strengths: Established track record and brand name in gold financing industry Muthoot Finance has sustained its leadership position in the gold financing segment, supported by the long and established track record of 80 years of its promoter family. The company has a large operational base of over 4,600 branches across India, which has supported its leadership position among NBFCs carrying out gold loan business over the years. Despite moderate volume growth and increased competition from banks due to LTV relaxation benefit extended to them until March 31, 2021, the company’s gold loan AUM grew by 27.4% over fiscal 2021 to reach Rs 51,927 crore on March 31, 2021. This was a factor of appreciation in gold prices, new disbursals made at marginally higher than average LTV and, expansion of active customer base through reactivation of old inactive customers and increase in the number of new customers.

Historically, the company’s operating efficiency – indicated by average gold loan AUM per branch – has been higher than that of peers. As at the end of March 31, 2021, the averag151e AUM per branch stood at Rs 11.2 crore, almost double of that for fiscal 2013.

Muthoot Finance’s extensive branch network and client base, which is relatively more diverse in terms of geographies and is gradually improving further, should support the further strengthening of its competitive position over the medium term. While the company had started to diversify into non-gold segments, its primary focus would remain on gold loans over the medium term in light of the challenges being faced by other asset classes after the pandemic.

Strong capitalisation Muthoot Finance’s capital position remains strong in relation to its scale and nature of operations, supported by its demonstrated ability to raise capital frequently and large accretions to networth. As on March 31, 2021, the company reported a consolidated networth of Rs 15,575 crore and a comfortable gearing of 3.2 times. The gearing has remained below 4 times for several years now. Tier I and overall capital adequacy ratios on a standalone basis have also remained comfortable over 20% over the last few years driven by stable growth in business, and stood at 26.3% and 27.4% respectively on March 31, 2021. Strong internal cash generation from the gold loan business will allow Muthoot Finance to prudently capitalise its subsidiaries and provide need-based liquidity support, apart from strengthening its standalone capital position. Even after factoring in leverage in the key subsidiaries, CRISIL Ratings believes the consolidated gearing will remain below 5 times and capital adequacy ratio above 20% over the medium term.

Profitability among the best in the industry, expected to remain healthy The company’s earnings profile has been healthy in the past and, has improved further over the last few fiscals to outperform NBFCs and banks. For fiscal 2020 and 2021, the consolidated RoMA stood at 6.5% and 6.1%, respectively – which is higher than almost all lending entities operating in India. This superior profitability can be attributed to the company’s ability to generate high interest margins while keeping operating expenses and provisioning requirements low. Over the past 2-3 fiscals, increased focus on collection of interest on a regular basis and revision in interest rates on different schemes helped sustain margins. Asset quality as measured by annualised credit costs has also been under control, except a one-time deviation in the fourth quarter of fiscal 2018 when NPAs rose due to change in NPA recognition norms from account-wise to borrower-wise. Stage III assets stood at 0.9% as on March 31, 2021, compared with 2.2% as on March 31, 2020. Barring one instance in fiscal 2018, stage III assets/GNPAs have remained below 3%. Additionally, lower asset-side risk (security of gold, which is liquid and is in the lender’s possession) helps control credit costs in the gold finance business. Over the past five years, credit costs have remained below 1% of total assets. Even in fiscal 2021, despite the expectation of a marginal uptick in credit losses of non-gold businesses due to Covid-19-related disruption, consolidated profitability is expected to remain healthy. As the group diversifies into other segments in the long run, asset quality and profitability of the non-gold businesses will remain monitorables.

Weaknesses: Geographical concentration in operations and low market presence in non-gold businesses Despite attempts for gradual diversification, Muthoot Finance’s operations have a high degree of geographical concentration - South India accounted for 50% of the company’s AUM and 60% of its branches as on March 31, 2021. Significant regional concentration renders the company to vulnerabilities of economic, social, and political disruptions in the region. An instance of this nature was witnessed last year in the form of strikes called by a group of employees associated with Centre of Indian Trade Unions (CITU) which resulted in momentary disruption of operations of a few branches in Kerala. However, as per the management, none of the existing branches in the state are facing any disruptions on account of this event. As of March 31, 2021, the company had a small exposure of <3% to Kerala and as part of its branch rationalisation strategy, this exposure may get reduced further.

Muthoot Finance had started to diversify its product suite across housing finance, microfinance, vehicle finance and a few other segments. This expansion into non- gold segments and growth of these businesses led to an increase in their share in the consolidated AUM, to almost 13% by the end of fiscal 2020. However, none of these businesses command good market share. Furthermore, in the aftermath of the pandemic, the management has taken a conscious call to curtail disbursements over the next few quarters. Consequently, the housing loan and vehicle finance businesses saw a decline (annualised) of 13.8% and 27.9%, respectively over fiscal 2021; while the microfinance portfolio registered a growth of 25% during the same period. As a result, the share of non-gold businesses has declined to 10% in the consolidated AUM of Muthoot Finance. Over the medium term, as the focus on these segments will remain low – high segmental concentration in AUM and revenue profile will remain a key monitorable.

Asset quality challenges associated with non-gold loan segments Given the low track record and seasoning in the non-gold loan segments, the growth, asset quality and profitability in those segments are yet to stabilise. Within the housing finance segment, Muthoot Homefin operates in the affordable housing finance segment, catering to self-employed customers engaged in small business activities and thus, have a relatively weak credit risk profile because of the volatile nature of their income and employment in un-organised segments. Similarly, microfinance loans (under Belstar Microfinance), through which the company intends to cater to weaker sections of the society, are unsecured in nature and are rendered to borrowers with a weak credit risk profile. This segment also exhibits high subjectivity to local socio-political issues. The vehicle finance business (under Muthoot Money), which is relatively new, deals with lending against commercial vehicles and equipment – majority of which are used/pre-owned vehicles. 152 With respect to impact of covid-19, the non-gold businesses have faced asset quality challenges in the aftermath of the pandemic. While collections across most of these segments, after dropping drastically in Q1 2021, had started to revive in the second half of the fiscal, the second wave has prolonged the improvement. Consequently, the pro-forma GNPAs have increased significantly. As on March 31, 2021, the pro-forma GNPA for the microfinance business (Belstar) was 2.4%, for the vehicle loans (Muthoot Money) was 8.6% and, for housing loans (Muthoot Homefin) was 4.0%. In light of prevailing asset quality challenges, the standalone earnings profile of non-gold businesses is expected to remain weak over the next few quarters. From a longer term perspective, as the growth within these segments has remained limited as yet, the asset quality and profitability in these businesses will be a key monitorable. Liquidity: Strong The company’s standalone liquidity position remains strong with a liquidity balance of Rs 8,611 crore as on June 30, 2021 (excluding un-utilized portion of existing term loans, Cash Credit and Working Capital Demand Loans). Liquidity cover for debt obligations arising over the following 2 months, without factoring in any roll over or incremental collections, was at 1.5times. Over the last 4-5 quarters, Muthoot Finance has been maintaining about 10-12% of its balance sheet as liquidity balance and owing to this buffer availability, the company did not avail moratorium on its borrowings as allowed by the relaxations extended by RBI under the “Covid-19 - Regulatory Package”.

The company has also been able to roll over existing working capital lines and also raise incremental funds at competitive rates over the last few quarters. Over five quarters through June 30, 2021, the company has raised over Rs 37,000 crore of funds from various avenues. Outlook: Stable CRISIL Ratings believes Muthoot Finance will sustain its strong capitalisation and healthy profitability. Asset quality in the gold business, which accounts for a majority of the AUM, will remain sound, supported by increased frequency of interest collections and the highly liquid nature of the underlying security (gold jewelry), which should keep credit losses low. For non- gold segments, maintenance of asset quality and profitability alongside growth remains a monitorable. Rating Sensitivity factors Upward factors Continued strong market position in the gold finance business with increasing diversity in AUM and geographical reach Sustenance of profitability with RoMA above 5% on a steady state basis, while improving asset quality

Downward factors Significant and sustained deterioration in asset quality of non-gold businesses affecting earnings Moderation in capital position, with tier I capital adequacy ratio declining below 15% About the Company Muthoot Finance, an NBFC, was originally set up as a private limited company in 1997 and was reconstituted as a public limited company in November 2008. It provides finance against used household gold jewellery. The promoter family has been in this business for over seven decades. During the initial days, the business was carried out under Muthoot Bankers, a partnership firm. Muthoot Finance is the flagship company of the Muthoot group (promoter of Muthoot Finance), which is also in the hospitality, healthcare, media, education, information technology, foreign exchange, insurance distribution, and money transfer businesses. Key Financial Indicators (Standalone) As on/ for the period ended Mar-21 Mar-20 Mar-19 Total managed assets Rs crore 63465 50459 38069 Total income Rs crore 10574 8723 6881 Profit after tax Rs crore 3722 3018 1972 Gross NPA % 0.9 2.2 2.7 Gearing Times 3.2 3.2 2.7 Return on managed assets (annualised) % 6.5 6.8 5.7

Any other information: Not applicable

Note on complexity levels of the rated instrument: CRISIL Ratings' complexity levels are assigned to various types of financial instruments. The CRISIL Ratings' complexity levels are available on www.crisil.com/complexity-levels. Users are advised to refer to the CRISIL Ratings' complexity levels for instruments that they consider for investment. Users may also call the Customer Service Helpdesk with queries on specific instruments.

Annexure - Details of Instrument(s) Name of Date of Coupon Maturity Issue Size Complexity ISIN Ratings instrument Allotment rate (%) date (Rs.In crs) Level Principal protected CRISIL PP- 08-Jul- Highly INE414G07EW5 market linked 09-Jul-20 NA 235 MLD AA+ 22 complex debentures 153 r/Stable INE414G07ES3 Principal protected 12-Jun-20 NA 10-Jun- 135.5 Highly CRISIL PP- market linked 22 complex MLD AA+ debentures r/Stable Principal protected CRISIL PP- 24-Aug- Highly INE414G07EY1 market linked 24-Jul-20 NA 100 MLD AA+ 22 complex debentures r/Stable Principal protected CRISIL PP- 07-Oct- Highly INE414G07FA8 market linked 07-Sep-20 NA 200 MLD AA+ 22 complex debentures r/Stable Principal protected CRISIL PP- Highly NA market linked NA NA NA 329.5 MLD AA+ complex debentures^ r/Stable Secured Redeemable Non- CRISIL NA NA NA NA 1000.0 Simple Convertible AA+/Stable Debentures^ Secured Redeemable Non- CRISIL NA NA NA NA 1000.0 Simple Convertible AA+/Stable Debentures^ Secured Redeemable Non- CRISIL NA N.A N.A NA 881.0 Simple Convertible AA+/Stable Debentures^ Secured Redeemable Non- 27-Apr- CRISIL INE414G07FP6 09-Mar-21 6.65% 175.0 Simple Convertible 23 AA+/Stable Debentures Secured Redeemable Non- 05-Jul- CRISIL INE414G07FQ4 20-Apr-21 6.85% 10.5 Simple Convertible 24 AA+/Stable Debentures Secured Redeemable Non- 20-Apr- CRISIL INE414G07FR2 20-Apr-21 7.35% 17.2 Simple Convertible 26 AA+/Stable Debentures Secured Redeemable Non- 20-Jun- CRISIL INE414G07FS0 20-Apr-21 6.60% 384.9 Simple Convertible 23 AA+/Stable Debentures Secured Redeemable Non- 20-Jun- CRISIL INE414G07FT8 20-Apr-21 7.10% 596.5 Simple Convertible 24 AA+/Stable Debentures Secured Redeemable Non- 20-Apr- CRISIL INE414G07FU6 20-Apr-21 7.60% 384.8 Simple Convertible 26 AA+/Stable Debentures Secured Redeemable Non- 20-Apr- CRISIL INE414G07FV4 20-Apr-21 8.00% 229.1 Simple Convertible 31 AA+/Stable Debentures Secured Redeemable Non- 20-Jun- CRISIL INE414G07FW2 20-Apr-21 N.A. 15.3 Simple Convertible 24 AA+/Stable Debentures Secured Redeemable Non- 20-Apr- CRISIL INE414G07FX0 20-Apr-21 N.A. 61.8 Simple Convertible 26 AA+/Stable Debentures Secured Redeemable Non- 30-May- CRISIL INE414G07FY8 31-May-21 7.9% 150.0 Simple Convertible 31 AA+/Stable Debentures INE414G07FJ9 Secured 11-Jan-21 7.15415 & 11-Mar- 43.0 Simple CRISIL Redeemable Non- 6.75 24 AA+/Stable Convertible Debentures Secured Redeemable Non- 7.50 & 11-Jan- CRISIL INE414G07FK7 11-Jan-21 43.0 Simple Convertible 7.10 26 AA+/Stable Debentures Secured Redeemable Non- 7.40 & 11-Mar- CRISIL INE414G07FL5 11-Jan-21 63.0 Simple Convertible 7.00 24 AA+/Stable Debentures Secured Redeemable Non- 7.75 & 11-Jan- CRISIL INE414G07FM3 11-Jan-21 55.0 Simple Convertible 7.35 26 AA+/Stable Debentures Secured Redeemable Non- 11-Mar- CRISIL INE414G07FN1 11-Jan-21 N.A 44.0 Simple Convertible 24 AA+/Stable Debentures Secured Redeemable Non- 11-Jan- CRISIL INE414G07FO9 11-Jan-21 N.A 45.0 Simple Convertible 26 AA+/Stable Debentures Secured Redeemable Non- 7.40 & 05-Jan- CRISIL INE414G07FD2 05-Nov-20 24.0 Simple Convertible 7.15 24 AA+/Stable Debentures Secured Redeemable Non- 7.75 & 05-Nov- CRISIL INE414G07FE0 05-Nov-20 37.0 Simple Convertible 7.50 25 AA+/Stable Debentures Secured Redeemable Non- 7.65 & 05-Jan- CRISIL INE414G07FF7 05-Nov-20 1774.0 Simple Convertible 7.40 24 AA+/Stable Debentures Secured Redeemable Non- 8.00 & 05-Nov- CRISIL INE414G07FG5 05-Nov-20 76.0 Simple Convertible 7.75 25 AA+/Stable Debentures Secured Redeemable Non- 05-Jan- CRISIL INE414G07FH3 05-Nov-20 N.A 60.0 Simple Convertible 24 AA+/Stable Debentures Secured Redeemable Non- 05-Nov- CRISIL INE414G07FI1 05-Nov-20 N.A 30.0 Simple Convertible 25 AA+/Stable Debentures Secured Redeemable Non- 16-Oct- CRISIL INE414G07FC4 16-Oct-20 7.5 460.0 Simple Convertible 23 AA+/Stable Debentures Secured Redeemable Non- 30-Mar- CRISIL INE414G07FB6 30-Sep-20 7 50.0 Simple Convertible 22 AA+/Stable Debentures Secured Redeemable Non- 25-Nov- CRISIL INE414G07EZ8 25-Sep-20 7.15 450.0 Simple Convertible 22 AA+/Stable Debentures Secured Redeemable Non- 15-Jul- CRISIL INE414G07EX3 15-Jul-20 8.4 100.0 Simple Convertible 23 AA+/Stable Debentures INE414G07EV7 Secured 07-Jul-20 8.3 08-Aug- 650.0 Simple CRISIL Redeemable Non- 155 22 AA+/Stable Convertible Debentures Secured Redeemable Non- 04-Jul- CRISIL INE414G07EU9 25-Jun-20 8.5 365.0 Simple Convertible 22 AA+/Stable Debentures Secured Redeemable Non- 18-Jun- CRISIL INE414G07ET1 18-Jun-20 9.5 125.0 Simple Convertible 25 AA+/Stable Debentures Secured Redeemable Non- 02-Jun- CRISIL INE414G07ER5 02-Jun-20 9.05 500.0 Simple Convertible 23 AA+/Stable Debentures Secured Redeemable Non- 12-May- CRISIL INE414G07EQ7 14-May-20 8.9 100.0 Simple Convertible 23 AA+/Stable Debentures Secured Redeemable Non- 11-Mar- CRISIL INE414G07EP9 24-Feb-20 9.5 175.0 Simple Convertible 22 AA+/Stable Debentures Secured Redeemable Non- 27-Dec- CRISIL INE414G07EH6 27-Dec-19 9.25 63.8 Simple Convertible 21 AA+/Stable Debentures Secured Redeemable Non- 27-Feb- CRISIL INE414G07EI4 27-Dec-19 9.5 54.7 Simple Convertible 23 AA+/Stable Debentures Secured Redeemable Non- 27-Dec- CRISIL INE414G07EJ2 27-Dec-19 N.A 81.8 Simple Convertible 24 AA+/Stable Debentures Secured Redeemable Non- 27-Dec- CRISIL INE414G07EK0 27-Dec-19 9.5 285.7 Simple Convertible 21 AA+/Stable Debentures Secured Redeemable Non- 27-Feb- CRISIL INE414G07EL8 27-Dec-19 9.75 117.1 Simple Convertible 23 AA+/Stable Debentures Secured Redeemable Non- 27-Dec- CRISIL INE414G07EM6 27-Dec-19 N.A 54.4 Simple Convertible 24 AA+/Stable Debentures Secured Redeemable Non- 27-Dec- CRISIL INE414G07ED5 27-Dec-19 9.75 34.5 Simple Convertible 21 AA+/Stable Debentures Secured Redeemable Non- 27-Feb- CRISIL INE414G07EE3 27-Dec-19 10 40.8 Simple Convertible 23 AA+/Stable Debentures Secured Redeemable Non- 27-Dec- CRISIL INE414G07EF0 27-Dec-19 N.A 12.7 Simple Convertible 24 AA+/Stable Debentures Secured Redeemable Non- 27-Jun- CRISIL INE414G07EG8 27-Dec-19 N.A 44.6 Simple Convertible 27 AA+/Stable Debentures INE414G07DT3 Secured 01-Nov-19 9.25 01-Nov- 45.6 Simple CRISIL Redeemable Non- 21 AA+/Stable 156 Convertible Debentures Secured Redeemable Non- 01-Jan- CRISIL INE414G07DU1 01-Nov-19 9.5 53.7 Simple Convertible 23 AA+/Stable Debentures Secured Redeemable Non- 01-Nov- CRISIL INE414G07DV9 01-Nov-19 N.A 89.8 Simple Convertible 24 AA+/Stable Debentures Secured Redeemable Non- 01-Nov- CRISIL INE414G07DW7 01-Nov-19 9.5 54.8 Simple Convertible 21 AA+/Stable Debentures Secured Redeemable Non- 01-Jan- CRISIL INE414G07DX5 01-Nov-19 9.75 41.0 Simple Convertible 23 AA+/Stable Debentures Secured Redeemable Non- 01-Nov- CRISIL INE414G07DY3 01-Nov-19 N.A 53.6 Simple Convertible 24 AA+/Stable Debentures Secured Redeemable Non- 01-Nov- CRISIL INE414G07DZ0 01-Nov-19 9.75 26.1 Simple Convertible 21 AA+/Stable Debentures Secured Redeemable Non- 01-Jan- CRISIL INE414G07EA1 01-Nov-19 10 38.0 Simple Convertible 23 AA+/Stable Debentures Secured Redeemable Non- 01-Nov- CRISIL INE414G07EB9 01-Nov-19 N.A 14.0 Simple Convertible 24 AA+/Stable Debentures Secured Redeemable Non- 01-May- CRISIL INE414G07EC7 01-Nov-19 N.A 43.2 Simple Convertible 27 AA+/Stable Debentures Secured Redeemable Non- 14-Aug- CRISIL INE414G07DI6 14-Jun-19 9.5 87.2 Simple Convertible 22 AA+/Stable Debentures Secured Redeemable Non- 14-Aug- CRISIL INE414G07DL0 14-Jun-19 9.75 71.3 Simple Convertible 22 AA+/Stable Debentures Secured Redeemable Non- 14-Aug- CRISIL INE414G07DO4 14-Jun-19 N.A 157.3 Simple Convertible 22 AA+/Stable Debentures Secured Redeemable Non- 14-Jun- CRISIL INE414G07DJ4 14-Jun-19 9.75 105.8 Simple Convertible 24 AA+/Stable Debentures Secured Redeemable Non- 14-Jun- CRISIL INE414G07DM8 14-Jun-19 10 179.5 Simple Convertible 24 AA+/Stable Debentures Secured Redeemable Non- 14-Jun- CRISIL INE414G07DP1 14-Jun-19 N.A 20.8 Simple Convertible 24 AA+/Stable Debentures INE414G07DQ9 Secured 14-Jun-19 N.A 14-Dec- 32.2 Simple CRISIL Redeemable Non- 26 AA+/Stable 157 Convertible Debentures Secured Redeemable Non- 20-May- CRISIL INE414G07CZ2 20-Mar-19 N.A 151.7 Simple Convertible 22 AA+/Stable Debentures Secured Redeemable Non- 20-May- CRISIL INE414G07DC9 20-Mar-19 9.5 79.5 Simple Convertible 22 AA+/Stable Debentures Secured Redeemable Non- 20-May- CRISIL INE414G07DF2 20-Mar-19 9.75 73.7 Simple Convertible 22 AA+/Stable Debentures Secured Redeemable Non- 20-Mar- CRISIL INE414G07DA3 20-Mar-19 N.A 46.8 Simple Convertible 24 AA+/Stable Debentures Secured Redeemable Non- 20-Mar- CRISIL INE414G07DD7 20-Mar-19 9.75 110.6 Simple Convertible 24 AA+/Stable Debentures Secured Redeemable Non- 20-Mar- CRISIL INE414G07DG0 20-Mar-19 10 91.8 Simple Convertible 24 AA+/Stable Debentures Secured Redeemable Non- 19-Apr- CRISIL INE414G07CK4 19-Apr-18 8.75 56.5 Simple Convertible 23 AA+/Stable Debentures Secured Redeemable Non- 19-Apr- CRISIL INE414G07CN8 19-Apr-18 9 721.9 Simple Convertible 23 AA+/Stable Debentures Secured Redeemable Non- 19-Apr- CRISIL INE414G07CR9 19-Apr-18 N.A 205.6 Simple Convertible 23 AA+/Stable Debentures Secured Redeemable Non- 24-Apr- CRISIL INE414G07CA5 24-Apr-17 8.75 61.2 Simple Convertible 22 AA+/Stable Debentures Secured Redeemable Non- 24-Apr- CRISIL INE414G07CD9 24-Apr-17 9 190.6 Simple Convertible 22 AA+/Stable Debentures Secured Redeemable Non- 9.00 & 30-Jan- CRISIL INE414G07BQ3 30-Jan-17 11.1 Simple Convertible 8.75 22 AA+/Stable Debentures Secured Redeemable Non- 9.25 & 30-Jan- CRISIL INE414G07BT7 30-Jan-17 82.5 Simple Convertible 9.00 22 AA+/Stable Debentures 20-Apr- CRISIL INE414G08306 Subordinated Debt 20-Jan-16 N.A 23.04 Complex 23 AA+/Stable 30-Jan- CRISIL INE414G08330 Subordinated Debt 30-Jan-17 N.A 31.78 Complex 25 AA+/Stable 24-Apr- CRISIL INE414G08348 Subordinated Debt 24-Apr-17 N.A 18.72 Complex 25 AA+/Stable 26-Mar- CRISIL INE414G09015 Subordinated Debt 26-Mar-13 N.A 10 Complex 23 AA+/Stable CRISIL NA Subordinated Debt^ NA NA NA 200.28 Complex AA+/Stable NA Commercial Paper N.A N158.A 7-365 5000 Simple CRISIL A1+ days ^Yet to be issued

Annexure - Details of Rating Withdrawn Date of Coupon Issue Size Complexity ISIN Name of instrument Maturity date Allotment rate (%) (Rs.In crs) Level Secured Redeemable Non- INE414G07CQ1 19-Apr-18 N.A 19-Jun-21 19.7 Simple Convertible Debentures Secured Redeemable Non- INE414G07CM0 19-Apr-18 8.75 19-Jun-21 1862.5 Simple Convertible Debentures Secured Redeemable Non- INE414G07CS7 26-Jul-18 9.75 26-Jul-21 175.0 Simple Convertible Debentures Secured Redeemable Non- INE414G07CJ6 19-Apr-18 8.5 19-Jun-21 27.1 Simple Convertible Debentures Secured Redeemable Non- INE414G07CY5 20-Mar-19 N.A 20-Mar-21 36.0 Simple Convertible Debentures Secured Redeemable Non- INE414G07DB1 20-Mar-19 9.25 20-Mar-21 40.1 Simple Convertible Debentures Secured Redeemable Non- INE414G07DE5 20-Mar-19 9.5 20-Mar-21 79.3 Simple Convertible Debentures Secured Redeemable Non- INE414G07DH8 14-Jun-19 9.25 14-Jun-21 72.8 Simple Convertible Debentures Secured Redeemable Non- INE414G07DK2 14-Jun-19 9.5 14-Jun-21 94.6 Simple Convertible Debentures Secured Redeemable Non- INE414G07DN6 14-Jun-19 N.A 14-Jun-21 30.3 Simple Convertible Debentures

Annexure – List of entities consolidated Names of Entities Consolidated Extent of Consolidation Rationale for Consolidation Muthoot Homefin (India) Ltd Full Subsidiary Belstar Microfinance Private Limited Full Subsidiary Muthoot Money Limited Full Subsidiary

Annexure - Rating History for last 3 Years Start of Current 2021 (History) 2020 2019 2018 2018 Outstanding Instrument Type Rating Date Rating Date Rating Date Rating Date Rating Rating Amount

Commercial ST 5000.0 CRISIL 23-02-21 CRISIL 24-07-20 CRISIL 18-01-19 CRISIL 29-11-18 CRISIL CRISIL Paper A1+ A1+ A1+ A1+ A1+ A1+

-- 15-02-21 CRISIL 16-07-20 CRISIL -- 19-09-18 CRISIL -- A1+ A1+ A1+

-- -- 03-07-20 CRISIL -- 31-07-18 CRISIL -- A1+ A1+

-- -- 26-06-20 CRISIL -- 29-01-18 CRISIL -- A1+ A1+

-- -- 15-06-20 CRISIL -- 19-01-18 CRISIL -- A1+ A1+

-- -- 05-06-20 CRISIL ------A1+

-- -- 03-03-20 CRISIL ------A1+

-- -- 02-03-20 CRISIL ------A1+

-- -- 31-01-20 CRISIL ------A1+

Non CRISIL CRISIL CRISIL CRISIL CRISIL CRISIL Convertible LT 16402.4 AA+/Stable 23-02-21 AA+/Stable 24-07-20 AA/Positive 18-01-19 AA/Stable 29-11-18 AA/Stable AA/Stable Debentures

-- 15-02-21 CRISIL 16-07-20 CRISIL -- 19-09-18 CRISIL -- AA+/Stable AA/Positive AA/Stable

-- -- 03-07-20 CRISIL -- 31-07-18 CRISIL -- AA/Positive AA/Stable

-- -- 26-06-20 CRISIL -- 29-01-18 CRISIL -- AA/Positive AA/Stable

-- -- 15915-06-20 CRISIL -- 19-01-18 CRISIL -- AA/Positive AA/Stable -- -- 05-06-20 CRISIL ------AA/Positive

-- -- 03-03-20 CRISIL ------AA/Positive

-- -- 02-03-20 CRISIL ------AA/Positive

-- -- 31-01-20 CRISIL ------AA/Positive CRISIL Short Term ST ------Debt A1+ Subordinate LT -- -- 03-07-20 Withdrawn 18-01-19 CRISIL 29-11-18 CRISIL CRISIL Bond AA/Stable AA/Stable AA/Stable

-- -- 26-06-20 CRISIL -- 19-09-18 CRISIL -- AA/Positive AA/Stable

-- -- 15-06-20 CRISIL -- 31-07-18 CRISIL -- AA/Positive AA/Stable

-- -- 05-06-20 CRISIL -- 29-01-18 CRISIL -- AA/Positive AA/Stable

-- -- 03-03-20 CRISIL -- 19-01-18 CRISIL -- AA/Positive AA/Stable

-- -- 02-03-20 CRISIL ------AA/Positive

-- -- 31-01-20 CRISIL ------AA/Positive

Subordinated LT 283.82 CRISIL 23-02-21 CRISIL 24-07-20 CRISIL 18-01-19 CRISIL 29-11-18 CRISIL CRISIL Debt AA+/Stable AA+/Stable AA/Positive AA/Stable AA/Stable AA/Stable

-- 15-02-21 CRISIL 16-07-20 CRISIL -- 19-09-18 CRISIL -- AA+/Stable AA/Positive AA/Stable

-- -- 03-07-20 CRISIL -- 31-07-18 CRISIL -- AA/Positive AA/Stable

-- -- 26-06-20 CRISIL -- 29-01-18 CRISIL -- AA/Positive AA/Stable

-- -- 15-06-20 CRISIL -- 19-01-18 CRISIL -- AA/Positive AA/Stable

-- -- 05-06-20 CRISIL ------AA/Positive

-- -- 03-03-20 CRISIL ------AA/Positive

-- -- 02-03-20 CRISIL ------AA/Positive

-- -- 31-01-20 CRISIL ------AA/Positive Long Term Principal CRISIL CRISIL CRISIL Protected LT 1000.0 PPMLD 23-02-21 PPMLD 24-07-20 PPMLD AA ------Market AA+ r AA+ r r /Positive Linked /Stable /Stable Debentures

CRISIL CRISIL -- 15-02-21 PPMLD 16-07-20 PPMLD AA ------AA+ r r /Positive /Stable CRISIL -- -- 03-07-20 PPMLD AA ------r /Positive CRISIL -- -- 26-06-20 PPMLD AA ------r /Positive CRISIL -- -- 15-06-20 PPMLD AA ------r /Positive CRISIL -- -- 05-06-20 PPMLD AA ------r /Positive All amounts are in Rs.Cr.

Criteria Details 160 Links to related criteria CRISILs Bank Loan Ratings - process, scale and default recognition Rating Criteria for Finance Companies CRISILs Criteria for rating short term debt CRISILs Criteria for Consolidation

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164 TDD Annexure – R1

Disclosures in accordance with the SEBI Circular dtd November 03 ,2020

Appointment of the Debenture Trustee

The Company has appointed the Debenture Trustee in accordance with the terms of the Debenture Trustee Agreement. Separately, the Company and the Debenture Trustee have agreed the payment of an acceptance fee of INR 3,00,000 plus applicable taxes and a service charge of INR 3,00,000 on an annual basis, plus applicable taxes.

Debenture Trustee Agreement

The Company has entered into a Debenture Trustee Agreement with the Debenture Trustee which provides for, inter alia, the following terms and conditions:

1. As the Debentures are to be secured, the Company shall create the securities over the moveable properties i.e. first pari passu floating charge on current assets, book debts, loans, advances and receivables including gold loan receivables (both present and future) and on such terms and conditions as disclosed in the Tranche disclosure document / information memorandum / shelf disclosure document (“Disclosure Documents”) and execute the Debenture Trust Deed and other necessary security documents for said Issue of Debentures as approved by the Debenture Trustee, prior to filing of the application for listing of the Debentures, in accordance with the extant SEBI Debt Regulations. The securities so created pursuant to the security documents shall be registered with Sub-registrar, Registrar of Companies, Central Registry of Securitization Asset Reconstruction and Security Interest (CERSAI), Depository or any other institution, as applicable, within 30 days of creation of charge.

2. The Company undertakes to promptly furnish all and any information as may be required by the Debenture Trustee, including such information as required to be furnished in terms of the Applicable Laws and the Debenture Trust Deed on a regular basis, including without limitation the following documents, as may be applicable:

(a) Tranche Disclosure Document/Shelf Disclosure Document in relation to the Issue of Debentures to facilitate the Debenture Trustee to review and provide comments, if any; (b) The necessary corporate authorisations by way of board resolution and/or shareholder resolution necessary for the issue, allotment and the creation of security thereunder; (c) Certificate issued by the registrar of companies in relation to the charge created to secure the Debentures; (d) Agreement with the registrar to issue; (e) Letters from CRAs about ratings; (f) Depository details; (g) Latest annual report; (h) Executed Debenture Trustee Agreement; (i) Debenture Trust Deed; (j) Security documents executed in relation to the Debentures; (k) Certified true copy of the resolution(s) for allotment of Debentures;

165 (l) Confirmation/proofs of payment of interest and principal amounts made to the Debenture Holders on due dates as per the terms of the Debenture Trust Deed and applicable rules and regulations as may be issued by SEBI including Applicable Laws; (m) Certificate from Statutory auditor of the Company for utilization of funds/Issue proceeds to be issued in accordance with Applicable Law; (n) Statutory auditor certificate, on a half yearly basis giving the value of book debt and receivables, including compliance with the covenants of the Prospectus; (o) Information to enable the Debenture Trustee to carry out the necessary due diligence and monitor the asset cover on a quarterly basis and to ensure the implementation of the conditions regarding creation of security for the Debentures, if any, debenture redemption reserve and recovery expense fund; (p) Periodical reports / information on quarterly/ half yearly / annual basis as required to be submitted to stock exchanges under the SEBI Debenture Trustee Regulations, Debt Listing Regulations, debt listing agreement or the SEBI LODR Regulations; (q) Beneficiary position reports as provided by the registrar and transfer agent; (r) Approval for listing of the Debentures from the Stock Exchange; (s) Listing application along with the required details / annexures submitted to the stock exchange; (t) Listing & trading permission from the Stock Exchange; (u) Details of the recovery expenses fund to be created by the Company in the manner as may be specified by the SEBI from time to time along with duly acknowledged letter / confirmation from the Stock Exchange on the amount of such fund maintained and the mode of maintenance; (v) Bank account details of the Company along with copy of pre-autorisation letter issued by Company to it’s banker in relation to the payment of redemption amount; (w) Such other documents as may be reasonably required by the Debenture Trustee.

3. The Debenture Trustee, either through itself or its agents /advisors/consultants, shall carry out requisite diligence to verify the status of encumbrance and valuation of the assets and whether all permissions or consents (if any) as may be required to create the security as stipulated in the Debenture Trust Deed and the applicable laws, has been obtained; For the purpose of carrying out the due diligence as required under Applicable Law, the Debenture Trustee, either through itself or its agents /advisors/consultants, shall have the power to examine the books of account of the Company and to have the Company’s assets inspected by its officers and/or external auditors, valuers, consultants, lawyers, technical experts or management consultants appointed by the Debenture Trustee. Prior to appointment of any agents, advisors, consultants, the Debenture Trustee shall obtain necessary confirmation from the said agents, advisors or consultants that they do not have any conflict- of-interest in conducting the diligence under the transaction.

4. The Company shall provide all assistance to the Debenture Trustee to enable verification from the registrar of companies, sub-registrar of assurances (as applicable), CERSAI, depositories, information utility or any other authority, as may be required, where the assets and/or prior encumbrances in relation to the assets of the Company or any third party security provider for securing the Debentures, are registered / disclosed;

5. Further, in the event that existing charge holders or any trustee on behalf of the existing charge holders, have provided conditional consent / permissions to the Company to create further charge on

166 the assets, the Debenture Trustee shall also have the power to verify such conditions by reviewing the relevant transaction documents or any other documents executed between existing charge holders and the Company. The Debenture Trustee shall also have the power to intimate the existing charge holders about proposal of creation of further encumbrance and seeking their comments/ objections, if any.

6. Without prejudice to the aforesaid, the Company shall ensure that it provides and procures all information, representations, confirmations and disclosures as may be required in the sole discretion of the Debenture Trustee to carry out the requisite diligence in connection with the issuance and allotment of the Debentures, in accordance with applicable law

7. The Debenture Trustee shall have the power to either independently appoint, or direct our Company to (after consultation with the Debenture Trustee) appoint intermediaries, valuers, chartered accountant firms, practicing company secretaries, consultants, lawyers and other entities in order to assist in the diligence by the Debenture. All costs, charges, fees and expenses that are associated with and incurred in relation to the diligence as well as preparation of the reports/certificates/documentation, including all out of pocket expenses towards legal or inspection costs, travelling and other costs, shall be solely borne by our Company;

Other confirmations

Debt securities shall be considered as secured only if the charged asset is registered with sub-registrar and registrar of companies or CERSAI or depository, etc., as applicable, or is independently verifiable by them.

Due Diligence Certificate

Company undertakes that it shall submit the due diligence certificate from Debenture Trustee to the Stock Exchange as per SEBI circular dtd November 03 ,2020

167 IttI Tru$ar$hip Sarri{es Ltd CIX : !Sr99tfi1H2001@ii,.31154

No. 247s8-sl ITSL/oPR/CV2O-2UDEB/ !417

Date:March 01,2021

Muthoot Finance ttd Corporate Office, Muthoot Chambers Sanerji Road, Kochi- 682018

DearSir,

consentto act as Debenture Trustee lor Rated. secured. tlsted. Private. Non- conv€rtibte debentures aserepatinq uo to Rs. 1707 Crore Onlv.

For lDBl Trusteeshlp Services Limited

Authorised Sitnatory sed Signatory

Regd, otfica : Asiafi glilding/ Gre!,nd fa.x}l 17, tr. kman! I"la.g, 6i,:hi, Estate, f,1un&ri - ,{00 001. 'kl. : 02r-1116 700t . Fax : 0::{r:l :,t76 . Email i itsloidbitnrstee com ' resrnnge@idbitrustea.{tm \tebsite i 168vr,,,/w.idba.nJ9tSa.€orlr TDD Annexure - S Other details Debenture Redemption Reserve (DRR)

As per the provisions of Section 71 of the Companies Act read with Rule 18 of the Share Capital and Debentures Rules, no debenture redemption reserve is required to be created by non- banking financial companies registered with the Reserve Bank of India under Section 45IA of the Reserve Bank of India Act,1934 in respect of privately placed debentures. Pursuant to this rule, the Company being a non-banking financial company registered with Reserve Bank of India, is not required to create debenture redemption reserve in respect of Secured NCDs issued hereunder. Issue/instrument specific regulations The issue of Secured NCDs is in compliance with/ governed by the relevant provisions of the following: i) Companies Act , 2013 ii) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 vide notification dated August 09 ,2021 superceding SEBI (Issue and Listing of Debt Securities) Regulations, 2008 iii) SEBI( Debenture Trustee) Regulations ,1993 iv) Master Direction - Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 v)Master Direction - Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016. Besides, the Secured NCDs issued hereunder shall be subject to the terms and conditions as contained in the SDD , TDD, Application form, Debenture Trustee Agreement and Debenture Trust Deed.

169 the paid up capital and free reserves of the Company for the time being. iii) Designated Officials who are authorized to issue the SDD & TDD & PAS-4 as per the Board Resolution

170 Depository Arrangements The Company has made depository arrangements with NSDL and CDSL for issue and holding of the NCDs in dematerialised form. In this context:

Future Borrowings

171 Future Borrowings means any credit facilities proposed to be availed by the Company either, secured with a first ranking pari passu charge, second ranking charge or any subservient charge on the Security as detailed in the Summary Term Sheet , or unsecured, including without limitation on any loans, debentures or other credit facilities i) The Company shall be entitled to make further issue of Secured NCDs and/or raise term loans or raise further funds from time to time from any persons, banks, financial institutions or bodies corporate or any other agency without the consent of, or notification to or consultation with the holder of Secured NCDs or the Debenture Trustee by creating a charge on any assets other than the Security as contained in this DD as well as Debenture Trust deed. ii) The Company shall make further issue of Secured NCDs and/or raise term loans or raise further funds from time to time from any persons, banks, financial institutions or bodies corporate or any other agency by creating a charge over the Security as contained in this DD as well as Debenture Trust deed provided the stipulated security cover is maintained on Secured NCDs and consent of the Debenture Trustee regarding the creation of a charge over such Security is obtained. iii) The Company shall be entitled to make further issue of unsecured debentures and/or raise unsecured term loans or raise further unsecured funds from time to time from any persons, banks, financial institutions or bodies corporate or any other agency without the consent of, or notification to or in consultation with the holder of Secured NCDs or the Debenture Trustee.

Record Date

172 The Record Date for payment of interest in connection with the Secured NCDs or repayment of principal in connection therewith shall be 15 (fifteen) days prior to the date on which interest is due and payable, and/or the date of redemption. Provided that trading in the Secured NCDs shall remain suspended between the aforementioned Record Date in connection with redemption of Secured NCDs and the date of redemption or as prescribed by the relevant stock exchange(s), as the case may be. In case Record Date falls on a day when stock exchanges are having a trading holiday, the immediate subsequent trading day, or a date notified by the Company to the Stock Exchanges, will be deemed as the Record Date. Interest The Interest shall be payable at the Coupon Rate and under terms and conditions as specified in the Summary Term Sheet. In case of default in the payment of the Interest on the relevant Interest Payment Date, the Company shall also pay interest on the defaulted amounts at the rate of 2% per annum over the applicable Coupon Rate for the period of duration of such default.

173 Company may enter into an arrangement with one or more banks in one or more cities for direct credit of above payments to the account of the Debenture Holders. In such cases, payments would be directly credited to the account of those investors who have given their bank mandate. Company may offer the facility of NACH, NEFT, RTGS, Direct Credit and any other method permitted by RBI and SEBI from time to time to effect payments to Debenture Holders. The terms of this facility (including towns where this facility would be available) would be as prescribed by RBI. Tax Deduction at Source Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. Tax exemption certificate/document, under the relevant provisions of the Income Tax Act, 1961, if any, must be lodged at the office of the Company, at least 30 days before the payment becoming due. Transfer of Secured NCDs Secured NCDs shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL /CDSL Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Secured NCDs held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant. Transfer of Secured NCDs to and from NRIs/ OCBs, in case they seek to hold the Secured NCDs and are eligible to do so, will be governed by the then prevailing guidelines of RBI. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the company. Restriction on transfer of Secured NCDs There are currently no restrictions on transfers and transmission of NCDs and on their consolidation/ splitting except as may be required under applicable statutory and/or regulatory requirements including any RBI requirements and/or as provided in our Articles of Association. Right to Re-purchase and Re-issue the Secured NCDs Subject to prevailing regulations , the Company can purchase the Secured NCDs in the market through negotiated secondary market trades as per the normal market practices, subject to mutual negotiations with the Debenture Holders, at the prevailing yield levels depending on the market conditions.Such purchase of Secured NCDs can be at discount, at par or at premium. The right to repurchase Secured NCDs is not a call option and should not be construed as such by

174 anyone. No prior consent from either the Debenture Trustee or Debenture Holders will be required for any repurchase, re-issue of the Secured NCDs. Subject to prevailing regulations, where Company has fully redeemed or repurchased any Secured NCDs, Company shall have and shall be deemed always to have had the right to keep such Secured NCDs in effect without extinguishment thereof, for the purpose of resale or re-issue and in exercising such right, Company shall have and be deemed always to have had the power to resell or reissue such Secured NCDs either by reselling or re-issuing the same Secured NCDs or by issuing other Secured NCDs in their place. The aforementioned right includes the right to reissue original Secured NCDs. The right of repurchase and re-issue can be exercised by the Company multiple times during the tenor of the Secured NCDs without applicability of any minimum amount or price of the Secured NCDs. Such Secured NCDs, at the option of the Company, be cancelled, held or resold at such price and on such terms and conditions as the Company may deem fit and as permitted under Applicable Law. Register of Debenture Holder(s)/Beneficial Owners A register of all Registered Debenture Holder(s)/Beneficial Owners containing necessary particulars will be maintained by the Company’s Registrar and Transfer Agent. The Company shall request the Depository to provide a list of Beneficial Owners as at end of day of the Record Date. This list shall be considered for payment of interest, repayment of principal and amortisation, as the case may be. The company shall credit interest on Secured NCDs and/or redemption amount of Secured NCDs as per NSDL / CDSL records. Debenture holders are required to keep the records updated with respective Depository with whom they have their accounts Debenture holders not entitled to rights of Shareholders The Debenture Holders will not be entitled to any rights and privileges of shareholders other than those available to them under statutory requirements. The Secured NCDs shall not confer upon the Debenture holders the right to receive notice, or to attend and vote at the general meetings of shareholders of the Company. Variation of Beneficial owner(s)/Debenture Holder(s) rights

The rights, privileges, terms and conditions attached to the Secured NCDs may be varied, modified or abrogated with the consent, in writing, of NCD Holders representing not less than 75% in value of all Secured NCDs for the time being outstanding in the series, or (b) by way of a resolution passed by the NCD Holders representing not less than 75% in value of all Secured NCDs for the time being outstanding in the series at their meeting in terms of the Debenture Trust Deed ; provided that nothing in such consent or resolution shall be operative against the Company where such consent or resolution modifies or varies the terms and conditions governing the Secured NCDs , if such modification, variation or abrogation are not acceptable to the Company.

175 Secured NCDs subject to the Summary Term Sheet and Debenture Trust Deed Over and above the aforesaid terms and conditions mentioned in this Information Memorandum, the Secured NCDs issued, shall be subject to the Terms and Conditions incorporated in the Summary Term Sheet and relevant Debenture Trust Deed. In the event of a contradiction between the Summary Term Sheet and this SDD, the Summary Term Sheet will prevail. In the event of there being any inconsistency or repugnancy between the provisions contained in the Debenture Trust Deed and any other Transaction Documents, then except to the extent expressly stated otherwise including in Supplemental Deed executed under Debenture Trust Deed, the provisions contained in the Debenture Trust Deed shall prevail in each case to the extent of such inconsistency or repugnancy.

Addition/extension/consolidation of securities under existing ISIN: The company shall have the right to reissue or cancel or extension or addition of debt securities in future under the same ISIN from time to time in accordance with the provisions of the Companies Act 2013 or any such applicable regulations permitting to do so. Upon such reissue or extension or addition of debt securities the person entitled to the Secured NCDs shall have and shall be deemed always to have had, the same rights and priorities as if the Secured NCDs had never been redeemed. Where the company has repurchased / redeemed any such NCD’s subject to the provisions of the Companies Act, 2013 and other applicable regulations, the company shall have and shall be deemed always to have the right to keep such ISINs alive for the purpose of reissue or addition of debt securities and in exercising such right, the company shall have and shall be deemed always to have had the power to consolidate/regrouped such NCDs either by reissuing or extending or adding of debt securities under the same ISIN or by issuing other Secured NCDs in their place in either case, at such price and on such terms and conditions (including any variations, dropping of or additions to any terms and conditions originally stipulated) as the company deem fit within the applicable regulations.

Succession

Where NCDs are held in joint names and one of the joint NCD Holder dies, the survivor(s) will be recognized as the NCD Holder(s). It will be sufficient for the Company to delete the name of the deceased NCD Holder after obtaining satisfactory evidence of his death. Provided, a third person may call on the Company to register his name as successor of the deceased NCD Holder after obtaining evidence such as probate of a will for the purpose of proving his title to the NCDs. In the event of demise of the sole or first holder of the NCDs, the Company will recognise the executors or

176 administrator of the deceased NCD Holders, or the holder of the succession certificate or other legal representative as having title to the NCDs only if such executor or administrator obtains and produces probate or letter of administration or is the holder of the succession certificate or other legal representation, as the case may be, from an appropriate court in India. The Directors, the Board, any committee of the Board or any other person authorised by the Board in their absolute discretion may, in any case, dispense with production of probate or letter of administration or succession certificate or other legal representation. In case of death of NCD Holders who are holding NCDs in dematerialised form, third person is not required to approach the Company to register his name as successor of the deceased NCD holder. He shall approach the respective Depository Participant of the NCD Holder for this purpose and submit necessary documents as required by the Depository Participant.

177 the security of its Secured NCDs issued by way of private placement or public issues. The Company shall have the right of set-off and lien, present as well as future on the moneys due and payable to the Debenture holders or deposits held in the account of the Debenture holders, whether in single name or joint name, to the extent of all outstanding dues by the Debenture holders to the Company, subject to applicable law. Lien on pledge of Secured NCDs The Company may, at its discretion note a lien on pledge of Secured NCDs if such pledge of Secured NCDs is accepted by any thirty party bank/institution or any other person for any loan provided to the Debenture holder against pledge of such Secured NCDs as part of the funding, subject to applicable law. Transaction Documents The Issuer has executed/shall execute the documents including but not limited to the following in connection with the Issue: 1. Debenture Trustee Agreement; 2. Debenture Trust Deed; 4. Rating letter from CRISIL Ltd ; 5. Consent letter of Link Intime India Private Limited to act as Registrar & Transfer Agent for the proposed issue; 6. Tripartite agreement(s) between the Company, NSDL and the Registrar and Transfer Agent; 7. Tripartite agreement(s) between the Company, CDSL and the Registrar and Transfer Agent; 8. Listing Agreement with BSE Limited 9. Letter Appointing Arrangers to an Issue , if any. Material contract/agreements The following contracts (not being contracts entered into in the ordinary course of business carried on by our Company) or documents pertaining to the Issue which are or may be deemed material have been entered or to be entered into by our Company. These contracts or documents which are or may be deemed material are available for inspection at the registered office of our Company until the date of closure of the respective Tranche of the Issue. 1. Memorandum and Articles of Association of the Company. 2. Audited Annual Reports of the Company for the last three years. 3. Certificate of Incorporation of the Company dated March 14, 1997, issued by Registrar of Companies, Kerala and Lakshadweep.

178 4. Fresh certificate of incorporation dated December 02, 2008 issued by the Registrar of Companies, Kerala and Lakshadweep pursuant to conversion into a Public Limited Company 5. The certificate of registration No. N.16.00167 dated December 12, 2008 issued by Reserve Bank of India u/s 45 IA of the Reserve Bank of India, 1934 6. General Meeting Resolution dtd September 30 ,2020 passed under section 180(1)(c) of the Companies Act, 2013 approving the overall borrowing limit of Company 7. Resolution passed by the Board Of Directors at its meeting held on February 19 ,2021 to approve the private placement of Redeemable Non-Convertible NCDs aggregating upto Rs. 6,000 Crores in one or more tranches. 8. Rating letters from CRISIL Ltd dated August 03 ,2021 for Rs.2000 Crores and dated August 03 , 2021 for Rs.1000crs 10. Consent letter March 01 ,2021 of Link Intime India Private Limited to act as Registrar to the Issue. 11. Agreement with IDBI Trusteeship Services Limited dated March 01 ,2021 appointing them as debenture trustee. 12. Consent letter dated March 01 ,2021 of IDBI Trusteeship Services Limited to act as Trustee to the Issue. 13. Debenture Trust Deed dated March 03 ,2021 executed with IDBI Trusteeship Services Limited. 14. Tripartite agreement(s) between the Company, NSDL and the Registrar and Transfer Agent; 15. Tripartite agreement(s) between the Company, CDSL and the Registrar and Transfer Agent; Notices i) Any notice required to be served on the Company may be duly served by sending through post in a prepaid letter at its Registered Office. ii) Any notice may be served by the Company or the Debenture Trustee upon any Debenture Holder issued under these presents by sending the same through post in a prepaid letter addressed to such Debenture Holder at his registered address and any notice so sent by post, shall be deemed to have been duly served on the third day following the day on which it is posted and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and posted. iii) Where a document is sent by post, service thereof shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the documents, provided that when intimation has been given in advance by a Debenture Holder that the documents should be sent under a certificate of posting or by registered post with or without acknowledgement due and a

179 sum sufficient to defray the expenses has been deposited, service of the document shall not be deemed to be effected unless it is sent in the manner so intimated by the Debenture Holder. iv) Any notice or communication given under or in connection with these presents must be in English. Governing Law and Jurisdiction The Secured NCDs are governed by and will be construed in accordance with the Indian Laws, as applicable in the State of Maharashtra. The Issuer irrevocably agrees for the exclusive benefit of each Debenture Holder that the competent courts and tribunals at Mumbai are to have jurisdiction to settle any disputes which may arise out of or in connection with the Secured NCDs and that accordingly any suit, action or proceeding (referred to as Proceedings) arising out of or in connection with the Secured NCDs may be brought in such courts. The Issuer agrees that the process in connection with Proceedings in the competent courts and tribunals at Mumbai will be validly served on it if served upon it at its Registered Office

180 TDD Annexure - T

Application Process

Eligible Categories of Investors

1. Scheduled Commercial Banks;

2. Financial Institutions;

3. Insurance Companies;

4. Primary/ State/ District/ Central Co-operative Banks (subject to permission from RBI);

5. Regional Rural Banks;

6. Mutual Funds;

7. Companies, Bodies Corporate authorized to invest in Debentures;

8. Provident Funds, Gratuity, Superannuation & Pension Funds, subject to their Investment guidelines.

9. Trusts

10. Individuals

11. Foreign Institutional Investors

12. Or any other investor category eligible to invest subject to current applicable rules, act, laws etc.

181 issue to the SEBI registered FIIs/subaccounts of FIIs, for any reason, then the FII/sub-account of FII shall immediately dispose off these NCDs/bonds either by way of sale to a third party or to the Issuer.

Procedure for Applications

The participants should do the funds pay-in to the Indian Clearing Corporation Ltd’s (ICCL) designated Bank account up to 10:30 am on T+1 day (Pay-in date).

The participants must ensure to do the funds pay-in from their same bank account which is updated by them in the BSE BOND (EBP) platform while placing the bids.

The Designated Bank Accounts of ICCL are as under:

1. Bank Name : ICICI BANK Beneficiary Name : INDIAN CLEARING CORPORATION LTD Account Number : ICCLEB IFSC Code : ICIC0000106 Mode : NEFT/RTGS

2. Bank Name : HDFC BANK Beneficiary Name : INDIAN CLEARING CORPORATION LTD Account Number : ICCLEB IFSC Code : HDFC0000060 Mode : NEFT/RTGS

3. Bank Name : YES BANK Beneficiary Name : INDIAN CLEARING CORPORATION LTD Account Number : ICCLEB IFSC Code : YESB0CMSNOC Mode : NEFT/RTGS

182 The application form will be made available along with the Summary Term Sheet at the time of offer. The applicant should mention their PAN at the appropriate place in the application form. The applicants should submit the required KYC documents as prescribed by RBI along with the application forms. The applications must be accompanied by necessary forms for claiming exemption from deduction of tax at source on the interest on application money, wherever applicable. Signatures should be made in English or in any of the Indian Languages. Thumb impressions must be attested by an authorized official of a Bank or by a Magistrate/Notary Public under his/her official seal.

Submission of Completed Application Form

All applications duly completed , unless stated otherwise in the Summary Term Sheet, should be submitted at the Registered Office of the Company.

Applications to be accompanied by bank account details

Documents to be provided by along with application

The following is the indicative list of documents to accompany an application:

183 6. Application by Registered Societies The application should be accompanied by certified true copies of (i) Memorandum of Association / deed/any other instrument regulating or governing the constitution of the society, and rules and regulations / bye-laws of the Society; (ii) resolution authorising investment along with operating instructions/power of attorney; (iii) proof of registration with relevant statutory authority; and (iv) specimen signatures of authorised signatories.

9. Application by Individuals The applications must be accompanied by certified true copies of photo identity proof like Passport / PAN Card / Driving License, etc.

184 14. Application by SEBI registered FIIs The applications must be accompanied by certified true copies of (i) PAN Card of the FII; (ii) constitutional documents; (iii) resolution authorizing investment and containing operating instructions; and (iv) tax residency certificate.

Application under Power of Authority / Relevant Authority

Impersonation

Right to Accept or Reject Applications

Basis of Allotment

The issuer has sole and absolute right to allot the Secured NCDs to any applicant subject to regulatory guidelines , if any.

185 Issue Schedule

Allotment Intimation

Further , pursuant to SEBI circular no. SEBI/HO/DDHS/CIR/P/2020/198 dated October 05, 2020 , Issuer intends to list the Secured NCDs as per the following timelines:

Serial Details of Activities Due date number 1 Closure of issue T day

186 2. Receipt of funds To be completed by T+1 3 Allotment of securities trading day Issuer to make listing application to Stock 4 To be completed by T+4 Exchange(s) trading day 5 Listing permission from Stock Exchange(s)

Consent of the Investor/Debenture Holder

187

TDD Annexure- U

SUMMARY TERM SHEET Issuer Muthoot Finance Limited Type of Instrument Secured Redeemable Non Convertible Debentures (Secured NCDs) Nature of Secured Instrument Seniority Senior Mode of Issue Private Placement Eligible Investors The following categories of investors may apply for the Debentures: 1. Scheduled Commercial Banks 2. Financial Institutions 3. Insurance Companies 4. Primary/ State/ District/ Central Co-operative Banks (subject to permission from RBI) 5. Regional Rural Banks 6. Mutual Funds 7. Companies, Bodies Corporate authorized to invest in Debentures 8. Provident Funds, Gratuity, Superannuation & Pension Funds, subject to their Investment guidelines 9. Trusts 10. Individuals 11. Foreign Institutional Investors 12. Or any other investor category eligible to invest subject to current applicable rules, act, laws etc.

Investors should check about their eligibility before making any investment. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in the issue of debentures. Arranger Nil

188 Listing & Timeline The Company shall get the Secured NCDs listed on the Wholesale for listing Debt Market(WDM) segment of BSE Limited. The Issuer shall be responsible for the costs of such listing of the Secured NCDs. Issuer intends to list the Secured NCDs as per the following timelines: Serial Details of Activities Due date number 1. Closure of issue T day 2. Receipt of funds To be completed by 3. Allotment of securities T+1 trading day 4. Issuer to make listing application to Stock Exchange(s) To be completed by 5. Listing permission from Stock T+4 trading day Exchange(s) In case of delay in listing of Secured NCDs beyond the timelines specified as above, the issuer shall pay penal interest of 1% p.a. over the coupon rate for the period of delay to the investor (i.e. from date of allotment to the date of listing). Credit Rating of the "CRISIL AA+/( Stable)" by CRISIL Ltd instrument Security The Secured NCDs shall be secured by a first pari passu floating charge on current assets, book debts, loans, advances and receivables including gold loan receivables both present and future of the Issuer (Hypothecated Assets). The type of security is movable and charge is by way of hypothecation. The Secured NCDs shall rank pari-passu inter se present and future and will be subject to any obligation under applicable statutory and/or regulatory requirements. The issuer shall create and maintain security for the Secured NCDs in favour of the Debenture Trustee for the Secured NCD Holders on the book value of the Hypothecated Assets as appearing in the Balance Sheet from time to time to the extent of 100.00% of the amount outstanding in respect of Secured NCDs at any time(Security Cover). Accordingly , Issuer has executed an Umbrella Debenture Trust Deed on March 03,2021 The Company is required to obtain permissions / consents from the earlier creditors having corresponding assets as security, in favour of the debenture trustee for creation of such pari passu charge. The Company hereby confirms that such permissions / consents have been obtained from such earlier creditors. At the request of the Company, the Debenture Trustee may release/ exclude a part of the Hypothecated Assets from the security created/ to be created for the Secured NCDs, subject to the Company maintaining the Security Cover as mentioned above and subject to such other terms and conditions as may be stipulated by the Debenture Trustee. The Company shall carry out subsequent valuation of the security , at the request of the Debenture Trustee, at the Company’s cost.

189 While the Secured NCDs are secured to the tune of 100% of the principal and interest amount as per the terms of this offer document/ information Memorandum , in favour of Debenture Trustee, it is the duty of the Debenture Trustee to monitor that the security is maintained, however, the recovery of 100% of the amount shall depend on the market scenario prevalent at the time of enforcement of the security. Objects Of Issue The main objects clause of the Memorandum of Association of the Company permits Company to undertake its existing activities as well as the activities for which the funds are being raised through this Issue.This issue is being made to augment funding resources of the Company. The objects of the Issue do not entail loan to any entity who is a “group company”. Details of the The funds raised through this Issue will be utilised for our various utilization of financing activities including lending and investments, to repay our proceeds existing liabilities or loans and towards our business operations including for our capital expenditure and working capital requirements and general corporate purposes, after meeting the expenditures of and related to the Issue and subject to applicable statutory/regulatory requirements. The funds raised shall be allocated as below: - For the purpose of lending and/or refinance of existing borrowings , a minimum of 75% of the amount raised and allotted in the Issue - For our business operations and general corporate purposes, shall not exceed 25% of the amount raised and allotted in the Issue

Pending utilisation of the proceeds out of the Issue for the purposes described above, the Company intends to temporarily invest funds in high quality interest bearing liquid instruments including money market mutual funds, deposits with banks or temporarily deploy the funds in investment grade interest bearing securities as may be approved by the Board / Committee of Directors of the Company, as the case may be. Such investment would be in accordance with the investment policy of our Company approved by the Board or any committee thereof from time to time. Debenture Trustee IDBI Trusteeship Services Limited Issue Shelf Disclosure Document (“SDD”) for issue of 17,070 Secured, Redeemable, Non-convertible Debentures - listed (“Secured NCDs”/ “Debentures”), of face value of Rs. 10,00,000/- each for cash aggregating to Rs. 17,070 million (“Shelf Limit”) on a private placement basis (“Issue”). The Secured NCDs will be issued in one or more tranches (each a “ tranche issue”) on terms and conditions as set out in the relevant Tranche Disclosure Document (“TDD”) for any tranche issue. Tranche IV Base Rs.100 million (Rs.10crs crs) Issue Option to Retain Rs.3900 million (Rs.390crs) Oversubscription(A mount)

190 Face Value Rs.1 million per Secured NCD (Rs.10lakhs) Total Number of Upto 4000 Secured NCD’s Market Lot 1 (One) Secured NCD Minimum The minimum application of Secured NCD’s is 10 (Ten) Debenture Application and in and in multiples of 1(One) thereafter. multiples thereafter Step Up/Step Down Nil Coupon Rate Day Count Basis Actual/Actual Discount at which Not Applicable security is issued and the effective yield as a result of such discount Interest On Not Applicable Application Money Tranche Issue Wednesday , August 25 ,2021 opening date Tranche Issue Wednesday , August 25 ,2021 closing date Date of earliest Not Applicable closing of the Issue , if any Issue Timing 9.00AM to 10.00AM (Issuer has the right to extend the time in accordance with EBP guidelines of the Stock Exchange) Tranche Pay-in date Thursday , August 26 ,2021 (T+1) Tranche Deemed Thursday , August 26 ,2021 (T+1) Date of Allotment Manner Of Bidding Open Book Mode Of Allotment Uniform Yield on Bidding Depository National Securities Depository Limited / Central Depository Services (India) Limited Issuance mode of Demat only the Instrument Trading mode of the Demat only Instrument Settlement mode of The participants (eligible bidders whose bids have been accepted) the Instrument should do the funds pay-in to the Indian Clearing Corporation Ltd’s (ICCL) designated Bank account up to 10:30 am on T+1 day (Pay-in date). The participants must ensure to do the funds pay-in from their same bank account which is updated by them in the BSE BOND (EBP) platform while placing the bids.

191 Working Days All days excluding the second and the fourth Saturday of every convention/Day month, Sundays and a public holiday in Kochi or Mumbai or at any count convention / other payment centre notified in terms of the Negotiable Instruments Effect of holidays on Act, 1881. payment Interest shall be computed on a 365 days-a-year basis on the principal outstanding on the Secured NCDs. However, if period from the Deemed Date Of Allotment / anniversary date of Allotment till one day prior to the next anniversary / redemption date includes February 29, interest shall be computed on 366 days a-year basis, on the principal outstanding on the Secured NCDs. If the date of payment of interest or any date specified does not fall on a Working Day, then the succeeding Working Day will be considered as the effective date for such payment of interest, as the case may be (the “Effective Date”). Interest or other amounts, if any, will be paid on the Effective Date. For avoidance of doubt, in case of interest payment on Effective Date, interest for period between actual interest payment date and the Effective Date will be paid in normal course in next interest payment date cycle. Payment of interest will be subject to the deduction of tax as per Income Tax Act, 1961 or any statutory modification or re-enactment thereof for the time being in force. In case the Maturity Date falls on a holiday, redemption and accrued interest until but excluding the date of payment are payable on the immediately previous Working Day. Record Date The Record Date for payment of interest in connection with the Secured NCDs or repayment of principal in connection therewith shall be 15 days prior to the date on which interest is due and payable, and/or the date of redemption. Provided that trading in the Secured NCDs shall remain suspended between the aforementioned Record Date in connection with redemption of Secured NCDs and the date of redemption or as prescribed by the Stock Exchange, as the case may be. In case Record Date falls on a day when Stock Exchange is having a trading holiday, the immediate subsequent trading day or a date notified by the Company to the Stock Exchanges, will be deemed as the Record Date. All covenants of the The applicable covenants to the Issue shall be based on the SDD, TDD issue (including side and Debenture Trust Deed and have been indicated below: letters, accelerated payment clause, The Company shall: etc.) 1. pay the principal and interest on the Secured NCDs; 2. create additional security, if the Debenture Trustee is of the opinion that during the subsistence of these presents, the Security for the Secured NCDs has become inadequate on account of the Security Cover requirements, as provided in the Security section herein; 3. execute all documents and do all acts as the Debenture Trustee may require for exercising its rights and powers, including for creation or enforcement of Security; 4. conduct its business with due efficiency and applicable technical, managerial and financial standards;

192 5. submit a half yearly report regarding the use of the proceeds of the issue, accurate payment of the interest, as certified by the statutory auditors to the Debenture Trustee; 6. submit a valuation report, if required with respect to the security , or a revaluation report as applicable; 7. at the end of each Financial Year , after the date of issue of any Series Debentures , obtain an annual credit rating in respect of that Series Debentures and submit the same to the Debenture Trustee; 8. keep proper books of account and make true entries of all dealings and transactions, in relation to the security and the business of the Company and shall keep such books of account at its registered office or, where permitted by Applicable Law, at other place or places where the books of account and documents of a similar nature may be kept; 9. provide to the Debenture Trustee such information relating to the business, property and affairs of the Company and the Debenture Trustee shall be entitled to nominate a firm of Chartered Accountant to examine the books of account, documents and property of the Company and to investigate the affairs of the Company 10. permit the Debenture Trustee to enter into or upon and to view the state and condition of all the security and all expenses for the purpose of such inspection shall be covered by the Company; 11. forthwith give, notice in writing to the Debenture Trustee of all orders, directions, notice or commencement of any proceedings of any court/tribunal affecting or likely to affect the Hypothecated Assets ; 12. to register the provisions relating to the security in compliance with the Companies Act; 13. maintain its corporate existence and shall maintain and comply with all now held or any other rights, licences, privileges or concessions acquired in the conduct of its business; 14. pay all stamp duty, taxes, charges and penalties as required; 15. comply with all Applicable Laws and shall also comply with all terms and conditions of the Supplemental Deed and Issue Document in respect of any Series Debentures; 16. reimburse all sums paid or expenses incurred by the Debenture Trustee or Receiver or other person appointed by the Debenture Trustee; 17. inform the Debenture Trustee if the Company has notice of any application for winding up having been made or any statutory notice of winding up is given to the Company under the Companies Act, the Insolvency and Bankruptcy Code, 2016 or other legal process intended to be filed or initiated against the Company that is affecting title of the Company with respect to its properties;

193 18. inform the Debenture Trustee of the happening of any labour strikes, lockouts, shut-downs, fires or any event likely to have a substantial effect on the Company's profits or business and the reasons therefor; 19. inform the Debenture Trustee of any loss or damage, which the Company may suffer due to force majeure circumstances or act of God against which the Company may not have insured its properties; 20. submit its duly audited annual accounts, within 6 months from the close of its Financial Year and in case the statutory audit is not likely to be completed during this period, the Company shall get its accounts audited by an independent firm of chartered accountants and furnish the same to the Debenture Trustee; 21. furnish the following information to the Debenture Trustee: i. on a quarterly basis: (a) certificate from the director or managing director of the Company, certifying the amount of Security; and (b) certificate from an independent chartered accountant certifying the amount of Security; and ii. on a half yearly basis, certificate from the statutory auditor of the Company giving the value of Security including compliance with the covenants of the Offer Document/Information Memorandum in the manner as may be specified by SEBI from time to time; iii. inform the Debenture Trustee of any change in its name, any change in the composition of its Board of Directors or change in the nature and conduct of its business prior to such change being effected; iv. inform the Debenture Trustee prior to declaration or distribution of dividend by the Company; v. inform the debenture trustee of any amalgamation, merger or reconstruction scheme proposed by the Company; and vi. any additional documents and information as specified in Regulation 56 , Regulation 58 or such other Regulation of SEBI LODR Regulations, 2015, as amended from time to time. 22. maintain the security cover in respect of the outstanding Secured NCDs until all secured obligations in relation to the Secured NCDs are paid in full; 23. submit a quarterly report to the Debenture Trustee containing the following particulars: i. updated list of names and address of all NCD Holders; ii. details of interest due but unpaid and reasons for the same; iii. the number and nature of grievances received from the Secured NCD Holders including those resolved by the

194 Company and unresolved by the Company and reasons for the same; and iv. statement that the assets of the Company available as security are sufficient to discharge the claims of the NCD Holders as and when the same become due. 24. The Company hereby further agrees, declares and covenants with the Debenture Trustee that it will, within seven working days from the date of submission of financial results with stock exchanges, file with the stock exchange for dissemination, a certificate signed by Debenture Trustee that it has taken note of the contents submitted by the Company in accordance with Regulation 52 of the LODR Regulations in the half yearly / annual financial results containing inter alia the following information:-

Reports/Certificate Periodicity

Asset cover Certificate Quarterly basis within 60 days from end of A statement of value of pledged securities each quarter

A statement of value Debt Service Reserve

195 Account or any form of security offered

Net worth Certificate of guarantor (secured Half yearly basis by way of personal guarantee) within 60 days from end of each financial year

Valuation report and title report for the Annual basis within 75 immovable/movable assets as applicable days from end of each financial year.

1. declare or pay any dividend to its shareholders during any financial year unless it has paid the instalment of principal amount and interest then due and payable on the Secured NCDs; 2. undertake any new project, diversification, modernisation or substantial expansion of any project unless it has paid the instalment of principal and interest then due and payable on the Secured NCDs; 3. create any subsidiary or permit any company to become its subsidiary unless it has paid the instalment of principal and interest then due and payable on the Secured NCDs; 4. undertake or permit any merger, consolidation, reorganisation, amalgamation, reconstruction, scheme of arrangement or compromise with its creditors or

196 shareholders or effect any scheme of amalgamation or reconstruction; 5. voluntarily suffers any act, which has a substantial effect on its business profits, production or sales; 6. permit any act whereby the payment of any principal or interest on the Secured NCDs may be hindered or delayed; or 7. subordinate any rights under these Secured NCDs to any other series debentures or prefer any payments under series debentures other than in accordance with the provisions of this Summary Term Sheet.

Apart from the Transaction Documents, no other documents have been executed for the issue.

The Secured NCDs are not subject to any mandatory prepayment/ early redemption clause(s) except as a consequence of an event of default. Other Terms Nil Default Interest Rate 1)Delay in Security Creation- In case of delay in execution of Trust Deed within 60 days from deemed date of allotment , the Company will pay interest of 2% p.a. over and above the coupon rate till the execution of Trust Deed .

3)Delay in allotment- In case of delay in allotment of Secured NCDs beyond the timelines specified in this term sheet and the eligible bidder whose bid was accepted has transferred funds as per the term sheet , the issuer shall pay penal interest of 1% p.a. over the coupon rate for the period of delay to the investor (i.e. from the scheduled allotment date to actual allotment date)

4)Default in payment- In case of default in payment of Interest and/or principal redemption on the due dates, additional interest of 2% p.a. over the coupon rate will be payable by the Company for the period of duration of such default .

The interest rates mentioned in above three cases are independent of each other.

197 Transaction A. Material Contracts Documents The Issuer has executed/shall execute the contracts including but not limited to the following in connection with the issue: 1) Debenture Trustee Agreement 2) Debenture Trust Deed 3) Tripartite Agreement between Issuer, Registrar and NSDL 4) Tripartite Agreement between Issuer, Registrar and CDSL 5) MOU between Issuer and Registrar 6) Application made to BSE seeking its in-principle approval for listing debentures 7) Shelf Disclosure Document , Tranche Disclosure Document & PAS-4

Conditions Not Applicable precedent to disbursement Conditions Not Applicable subsequent to disbursement Mandatory Compliance Clause 1) Company reserves right to make multiple issuances under the same ISIN at terms and conditions it deems fit in line with SEBI Circular CIR/IMD/DF-1/67/2017 dtd June 30 , 2017 2) Issue can be made either by way of creation of fresh ISIN or by way of issuance under the existing ISIN at premium/par/discount , as the case may be, at terms and conditions it deems fit in line with SEBI circular CIR/IMD/DF- 1/67/2017 dtd June 30 ,2017.

Event of Default The occurrence of any one of the following events (unless cured (including manner within the applicable cure period of 30 (thirty) days from the receipt of voting / by the Company of a written notice from the Debenture Trustee conditions of joining (acting on the instructions of the Majority NCD Holders of all NCD Inter Creditor Holders or Series Majority Holders of any Series Debentures, as the Agreement) case may be) or such cure period which has been specified for a specific Event of Default in the clause itself shall constitute an event of default by the Company (“Event of Default”):

198

(a) default is committed in payment of any interest or principal amount of the Secured NCDs on the due date(s); (b) default is committed in the performance or observance of any term, covenant, condition or provision contained in the SDD or TDD or Summary Term Sheet or these presents and/or the Financial Covenants and Conditions and, except where the Debenture Trustee certifies that such default is in its opinion incapable of remedy (in which case no notice shall be required), such default continues for thirty days after written notice has been given thereof by the Debenture Trustee to the Company requiring the same to be remedied; (c) any information given by the Company to the Secured NCD holders or the Debenture Trustee in the Transaction Documents and the warranties given or deemed to have been given by it to the Secured NCD holders or the Debenture Trustee is misleading or incorrect in any material respect , which is capable of being cured and is not cured within a period of 30 days from such occurrence; (d) a petition for winding up of the Company have been admitted and an order of a court of competent jurisdiction is made for the winding up of the Company or an effective resolution is passed for the winding up of the Company by the members of the Company is made otherwise than in pursuance of a scheme of amalgamation or reconstruction previously approved in writing by the Debenture Trustee and duly carried out into effect or consents to the entry of an order for relief in an involuntary proceeding under any such law, or consents to the appointment or taking possession by a receiver, liquidator, assignee (or similar official) for any or a substantial part of its property or any action is taken towards its reorganisation, liquidation or dissolution;

(f) proceedings are initiated against the Company under the insolvency laws or a resolution professional has been appointed under the insolvency laws and in any such event, the same is not stayed or discharged within 45 days. (g) if in the opinion of the Debenture Trustee further security should be created to secure the Secured NCDs and to maintain the security cover specified and on advising the

199 Company , fails to create such security in favour of the Debenture Trustee to its reasonable satisfaction; (h) if without the prior written approval of the Debenture Trustee, the Hypothecated Assets or any part thereof are sold, disposed off, charged, encumbered or alienated, pulled down or demolished, other than as provided in the Debenture Trust Deed; (i) an encumbrancer, receiver or liquidator takes possession of the Hypothecated Assets or any part thereof, or has been appointed or allowed to be appointed of all or any part of the undertaking of the Company and such appointment is, in the opinion of the Debenture Trustee, prejudicial to the security hereby created; (j) if an attachment has been levied on the Hyothecated Assets or any part thereof or certificate proceedings have been taken or commenced for recovery of any dues from the Company; (k) the Company without the consent of Secured NCD Holders / Debenture Trustee cease to carry on its business or gives notice of its intention to do so; (l) one or more events, conditions or circumstances whether related or not, (including any change in Applicable Law) has occurred or might occur which could collectively or otherwise be expected to affect the ability of the Company to discharge its obligations under this Issue;

(m) the Company enters into amalgamation, reorganisation or reconstruction without the prior consent of the Debenture Trustee in writing; and

(n) in the opinion of the Debenture Trustee, the Security created for the benefit of Secured NCD Holders is in jeopardy.

Any event of default with respect to all Secured NCDs shall be called by the Debenture Trustee, upon request in writing of or by way of resolution passed by holders of 75% (seventy five percent) of the outstanding nominal value of all Secured NCDs at any point of time (i.e. the Majority NCD Holders). Any event of default with respect to any Series Debentures shall be called by the Debenture Trustee, upon request in writing of or by way of resolution passed by holders of 75% (seventy five percent) of the outstanding nominal value of that Series Debentures at any point of time (i.e. the Series Majority Holders).It is clarified that an event of default under any Series Debentures shall not trigger an event of default in respect of the Secured NCDs issued under any other Series other than in accordance with the terms of the Debenture Trust Deed. Subject to the approval of the debenture holders and the conditions as may be specified by the SEBI from time to time, the Debenture

200 Trustee, on behalf of the debenture holders, may enter into inter- creditor agreements provided under the framework specified by the Reserve Bank of India.

Creation of recovery The Company has created a recovery expense fund with BSE and expense fund shall maintain the fund in the manner as specified in the SEBI

Circular dated October 22, 2020 vide reference no.SEBI/HO/MIRSD/CRADT/CIR/P/2020/207 and as may be supplemented or amended from time to time, and inform the Debenture Trustee about the same.. The recovery expense fund may be utilised by Debenture Trustee , in the event of default by the Company, for taking appropriate legal action to enforce the security. Conditions for Upon occurrence of any default in the performance or observance of breach of covenants any term, covenant, condition or provision contained in the (as specified in Summary Term Sheet herein or any Issue Documents and, except Debenture Trust where the Debenture Trustee certifies that such default is in its Deed ) opinion incapable of remedy (in which case no notice shall be required), such default continues for thirty days after written notice has been given thereof by the Debenture Trustee to the Company requiring the same to be remedied, it shall constitute an event of default. The Debenture Trustee may, at any time, waive, on such terms and conditions as to it shall seem expedient, any breach by the Company of any of the covenants and provisions in these presents contained without prejudice to the rights of the Debenture Trustee in respect of any subsequent breach thereof. Cross Default Nil Role and As per Debenture Trust Deed, Debenture Trustee Agreement, Shelf Responsibilities of Disclosure Document and Tranche Disclosure Document. Debenture Trustee Risk factors Refer Section A(b)(ix) of TDD- Management’s perception of risk pertaining to the factors. issue Governing Law & Indian Law & Mumbai. Jurisdiction

Option I Security Name 3M T-BILL LINKED MUTHOOTFINANCEAUG2024A Series 19-A,Option I Option-I Base Issue Size Rs.100 million (Rs.10crs crs) Option-I to Retain Rs.3900 million (Rs.390 crs) Oversubscription (Amount) Original Tenor 3 years from Original Date Of Allotment ie., Thursday , August 26 ,2021 Residual Tenor Not Applicable

201 Clean Price (A) Rs.100.0000 at a Face Value of Rs.100 ie., Rs.1000000/- per Secured NCD Accrued Interest (B) Not Applicable Issue Price (A+B) Rs.1000000.00 per Secured NCD Coupon Type Floating Coupon with Quarterly Reset, Payable Annually Coupon Payment Annual Frequency Coupon Payment Dates The relevant interest will be paid on each anniversary of the Deemed Date of Allotment on the face value of the Secured NCD and the last interest payment will be made at the time of redemption of the Secured NCDs Coupon Rate 200 bps spread over Benchmark & Benchmark to be Reset on quarterly basis Benchmark 3Month T-bill (FBIL Benchmark) yield shall be taken as Average closing yield of 10 working days (rounding to 2 decimal) before the Coupon Reset date (data source would be FBIL). For the purpose of fixation of initial coupon , average closing yield of 10 working days before the date of offer document shall be taken. If FBIL data is not available for Benchmark, then similar Benchmark issued by an alternative provider will be used by the Issuer in consultation with and approval of the Debenture Trustee. Coupon Reset Process 3Month T-bill (FBIL Benchmark) yield shall be taken as Average closing yield of 10 working days (rounding to 2 decimal) with Quarterly reset of Coupon maintaining spread of 200 bps over Benchmark Process of computing Initial The first Coupon is set as the average rate of 3Month T-bill Coupon Rate from date August 05, 2021 to August 20, 2021 i.e. 3.35% plus 200 bps to arrive at a Coupon rate of 5.35% p.a. Process of computing The first interest payment is set as an average (Simple) rate Interest payment of previous four quarters reset coupon rate e.g. Coupon rate to be paid on August 26, 2022 is the average of coupon rate on August 26, 2021 (fixed as initial coupon) and the rate computed on the reset date being November 26, 2021 February 26, 2022 and May 26, 2022

Subsequent Reset Dates Second Coupon Payment Third Coupon Payment August 26, 2022 August 26, 2023 November 26, 2022 November 26, 2023 February 26, 2023 February 26, 2024 May 26, 2023 May 26, 2024 Subsequent Interest payment are to be calculated in similar manner as above. Put Option Date Not Applicable Put Option Price Not Applicable Call Option Date Not Applicable Call Option Price Not Applicable Put Notification Time Not Applicable

202 Call Notification Time Not Applicable Redemption Bullet repayment at the end of tenor at Face Value Redemption Date/Schedule Monday , August 26 , 2024 Redemption Amount per At Face Value Secured NCD Redemption Not Applicable Premium/Discount

203 TDD Annexure - V

Illustration of Cash Flows on Secured NCDs

Option I

Company Muthoot Finance Limited Face value (per security) Rs.1,000,000.00 ISIN To be applied Original Date of Allotment August 26, 2021 Redemption August 26, 2024 Coupon Type Floating Coupon with Quarterly Reset, Payable Annually

Coupon Rate for all Category of 200 bps spread over Benchmark & Benchmark to be investors Reset on quarterly basis Benchmark 3Month T-bill (FBIL Benchmark) yield shall be taken as Average closing yield of 10 working days (rounding to 2 decimal) before the Coupon Reset date (data source would be FBIL). For the purpose of fixation of initial coupon , average closing yield of 10 working days before the date of offer document shall be taken.

Coupon Reset Process 3Month T-bill (FBIL Benchmark) yield shall be taken as Average closing yield of 10 working days (rounding to 2 decimal) with Quarterly reset of Coupon maintaining spread of 200 bps over Benchmark

Process of computing Initial Coupon The first Coupon is set as the average rate of 3Month T- Rate bill from date August 05, 2021 to August 20, 2021 i.e. 3.35% plus 200 bps to arrive at a Coupon rate of 5.35% p.a.

Process of computing Interest The first interest payment is set as an average (Simple) payment rate of previous four quarters reset coupon rate e.g. Coupon rate to be paid on August 26, 2022 is the average of coupon rate on August 26, 2021 (fixed as initial coupon) and the rate computed on the reset date being November 26, 2021 February 26, 2022 and May 26, 2022.

Subsequent Reset Dates Second Coupon Payment Third Coupon Payment August 26, 2022 August 26, 2023 November 26, 2022 November 26, 2023

204 February 26, 2023 February 26, 2024 May 26, 2023 May 26, 2024 Subsequent Interest payment are to be calculated in similar manner as above.

Coupon Payment Frequency Annual August 26 ,2022 Frequency of the interest payment August 26, 2023 with specified dates August 26, 2024 Day count convention Actual/actual

Illustrative calculation for interest Coupon for 1st interest payment:

3Month T-bill T-bill Coupon Spread (%) Coupon Rate date (p.a.) Initial Coupon August 26, 2021 3.35% ** 2.00% 5.35% 1st Reset November 26, 3.40% * 2.00% 5.40% 2021 2nd Reset February 26, 3.45% * 2.00% 5.45% 2022 3rd Reset May 26, 2022 3.50% * 2.00% 5.50% 1st Interest August 26, 2022 5.43% Payment

Date T-bill (3Month) as per FBIL (%) 20 Aug 2021 3.31

18 Aug 2021 3.32

17 Aug 2021 3.32

13 Aug 2021 3.34

12 Aug 2021 3.32

11 Aug 2021 3.38

10 Aug 2021 3.41

09 Aug 2021 3.37

06 Aug 2021 3.41

05 Aug 2021 3.35

205 Average 3.35 ** (rounding to 2 decimal) **T-bill yields for setting initial Coupon

*Assumed T-bill yield for subsequent reset dates

On each Coupon reset date 3Month T-bill yield will be fixed by taking Average closing yield of 3Month T- bill (FBIL Benchmark) yield of previous 10 working days (rounding to 2 decimal) and annual interest shall be calculated in the same manner as above.

Cash Flow assuming Coupon rate of 5.43% for first year , 5.48% for second year and 5.53% for third year

No. of days Cash Flows Due Date Date of payment in Coupon Amount (in Rs.) Period Friday, August 26, 2022 Friday, August 26, 2022 54,300.00 1st coupon 365 Saturday, August 26, 2023 Monday, August 28, 2023 54,800.00 2nd coupon 365 Monday, August 26, 2024 Monday, August 26, 2024 55,300.00 3rd coupon 366 Principal/ Monday, August 26, 2024 Monday, August 26, 2024 10,00,000.00

Maturity value Total 11,64,400.00

Assumptions 1)Interest payable during the Financial Year 2024 being leap year, have been calculated for 366 days. 2) In the event, the interest / pay-out of total coupon / redemption amount is a fraction and not an integer, such amount will be rounded off to the nearest integer. By way of illustration if the redemption amount is Rs.10,78,783.36 ,then the amount shall be rounded off to Rs. 10,78,783.00 However, this rounding off to nearest integer at the time of payment of interest and/or redemption amount will be done per debenture holder. The Coupon/ Interest Payments are rounded-off to nearest rupee as per FIMMDA “Handbook on market practices”.

206

TDD Annexure - W

Ref. No. TDD No: T-04/Aug 2021/MAR 2021

FORM NO. PAS-4

Part - A

PRIVATE PLACEMENT OFFER CUM APPLICATION LETTER

[Pursuant to Section 42 of Companies Act, 2013 and Rule 14(3) of Companies (Prospectus and Allotment of Securities) Rules, 2014]

The table below sets out the disclosure requirements as provided in PAS-4 and the relevant sections in the Shelf Disclosure Document (SDD) dated March 01, 2021 and Tranche Disclosure Document (TDD) dated June 14, 2021 where these disclosures, to the extent applicable, have been provided.

Sl. Particulars Corresponding sections in the No. SDD dated March 01 , 2021 &/TDD dated August 23 , 2021 for disclosure details 1. GENERAL INFORMATION i. Name, address, website and other contact details of the TDD Section: A(a)- i & ii Company indicating both registered office and corporate office ii. Date of incorporation of the Company TDD Section: A(c)- i iii. Business carried on by the Company and its subsidiaries TDD Section: A(b)- i with the details of branches or units, if any; iv. Brief particulars of the management of the Company; TDD Section: A(b)- iii v. Names, addresses, Director Identification Number(DIN) TDD Section: A(e)- i and occupations of the directors; vi. Management’s perception of risk factors; TDD Section: A(b)- ix vii. Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of – (a) statutory dues; TDD Section: A(g)- xi (b) Debentures and interest thereon; TDD Section: A(g)- ix (c) deposits and interest thereon; Not Applicable (d) loan from any bank or financial institution and TDD Section: A(g)- ix interest thereon. viii. Name, designation, address and phone number, email ID TDD Section: A(a)-iii of the nodal/compliance officer of the company, if any, for the private placement offer process; ix. Any default in annual filing of the Company under Nil Companies Act , 2013 or the rules made thereunder

2. PARTICULARS OF THE OFFER i. Financial Position of the Company for the last 3 Financial TDD Section: A(b) Years ;

207 ii. Date of passing of board resolution; February 19,2021 iii. Date of passing of resolution in the general meeting, September 30 , 2020 authorizing the offer of securities; iv.(a) Kinds of securities offered (i.e. whether share or As per Summary Term Sheet debenture) and class of security; attached in TDD (b) Total number of shares or other securities to be issued As per Summary Term Sheet attached in TDD v. Price at which the security is being offered including the a) Issue Price - As per premium, if any, along with justification of the price; Summary Term Sheet attached in TDD b) Justification of the Issue Price – Issue price is justified as it is arrived at on the basis of interest rate/effective yield in the prevailing market scenario vi. Name and address of the valuer who performed Since the offer is for Non- valuation of the security offered and basis on which the Convertible Debentures , the price has been arrived at along with report of the clause is not applicable registered valuer; vii. Relevant date with reference to which the price has been Since the offer is for Non- arrived at; [Relevant Date means a date atleast thirty Convertible Debentures , the days prior to the date on which the general meeting of clause is not applicable the company is scheduled to be held] viii. The class or classes of persons to whom the allotment is Refer Summary Term Sheet proposed to be made; attached in TDD ix. The proposed time within which the allotment shall be To be completed by T+1 completed; trading day. x. The change in control, if any, in the company that would Offer will not lead to change occur consequent to the private placement; in control xi. The number of persons to whom allotment on As per PAS-4 Annexure 1 preferential basis/private placement/rights issue has attached herewith already been made during the year, in terms of number of securities as well as price; xii. the justification for the allotment proposed to be made Not Applicable for consideration other than cash together with valuation report of the registered valuer; xiii. Amount which the company intends to raise by way of As per Summary Term Sheet proposed offer of securities; attached in TDD xvi. Terms of raising of securities: (a) duration, if applicable; As per Summary Term Sheet attached in TDD (b) rate of dividend; Not Applicable (c) rate of interest; As per Summary Term Sheet attached in TDD (d) mode of payment; As per Summary Term Sheet attached in TDD (e) mode of repayment; As per Summary Term Sheet attached in TDD xvii. Proposed time schedule for which the private placement Offer letter is valid till August offer cum application letter is valid; 25, 2021 xviii. Purposes and objects of the offer; As per Summary Term Sheet attached in TDD

208 xix. Contribution being made by the promoters or directors Nil either as part of the offer or separately in furtherance of such objects xx. Principle terms of assets charged as security, if As per Summary Term Sheet applicable; attached in TDD xxi. The details of significant and material orders passed by Nil the Regulators, Courts and Tribunals impacting the going concern status of the company and its future operations; xxii. The pre-issue and post-issue shareholding pattern of the As per PAS-4 Annexure 2 company in the specific format:- attached herewith

3. Mode of payment for subscription – i) Cheque ii) As per Summary Term Sheet Demand Draft iii) Other Banking Channels attached in TDD

4. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC. i. Any financial or other material interest of the directors, TDD Section:A(i) promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons. ii. Details of any litigation or legal action pending or taken TDD Section: A(i) by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the issue of the private placement offer cum application letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed. iii. Remuneration of directors (during the current year and TDD Section: A(i) last three financial years); iv. Related party transactions entered during the last three TDD Section: A(i) financial years immediately preceding the year of issue of private placement offer cum application letter including with regard to loans made or, guarantees given or securities provided v. Summary of reservations or qualifications or adverse TDD Section: A(i) remarks of auditors in the last five financial years immediately preceding the year of issue of private placement offer cum application letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark vi. Details of any inquiry, inspections or investigations TDD Section: A(i) initiated or conducted under the Companies Act,2013 or any previous company law in the last three years immediately preceding the year of issue of private placement offer cum application letter in the case of company and all of its subsidiaries, and if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years

209 immediately preceding the year of the private placement offer cum application letter and if so, section wise details thereof for the company and all of its subsidiaries vii. Details of acts of material frauds committed against the TDD Section: A(i) company in the last three years, if any, and if so, the action taken by the company.

5. FINANCIAL POSITION OF THE COMPANY a. The capital structure of the company in the following manner - i (A) the authorised, issued, subscribed and paid up capital TDD Section: A(c)- ii (number of securities, description and aggregate nominal value); i (B) size of the present offer; As per Summary Term Sheet attached in TDD i (C) paid up capital; (I) after the offer; TDD Section: A(c)- ii (II) after conversion of convertible instruments (if TDD Section: A(c)- ii applicable); i (D) share premium account (before and after the offer) TDD Section: A(c)- ii Ii the details of the existing share capital of the issuer TDD Section: A(c)-iv company in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration Provided that the issuer company shall also disclose the TDD Section: A(c)- iv number and price at which each of the allotments were made in the last one year preceding the date of the private placement offer cum application letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case; b. Profits of the company, before and after making TDD Section: A(b)- v provision for tax, for the three financial years immediately preceding the date of issue of private placement offer cum application letter; c. Dividends declared by the company in respect of the said TDD Section: A(c)- vii three financial years; interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid) d. A summary of the financial position of the company as in TDD Section: A(b)-v the three audited balance sheets immediately preceding the date of issue of private placement offer cum application letter; e. Audited Cash Flow Statement for the three years TDD Section: A(b)-v immediately preceding the date of issue of private placement offer cum application letter; f. Any change in accounting policies during the last three SDD Section: A(b)-vi years and their effect on the profits and the reserves of the company.

DECLARATION BY THE DIRECTORS

210 Directors of Muthoot Finance Ltd declare that: a. the company has complied with the provisions of the Companies Act, 2013 and the rules made there under; b. the compliance with the said Act and the rules made thereunder do not imply that payment of dividend or interest or repayment of Debentures, if applicable, is guaranteed by the Central Government; and c. the monies received under the offer shall be used only for the purposes and objects indicated in the Private Placement Offer cum Application Letter / Shelf Disclosure Document(SDD) /Tranche Disclosure Document(TDD).

DECLARATION BY THE AUTHORISED PERSON ISSUING THE SDD, TDD & OFFER LETTER

I am authorized by the Board of Directors of the Company vide resolution February 19,2021, to sign this form , SDD and TDD and declare that all the requirements of the Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form , SDD and TDD and matters incidental thereto have been complied with. Whatever is stated in this form, SDD and TDD and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form, SDD and TDD has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association.

It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this form, SDD and TDD.

For Muthoot Finance Ltd

Authorized Signatory

Date: Place:

211 PAS-4 Annexure-1

Details of allotment on preferential basis/private placement/rights issue made during the year

Category of Type Of Series Date Of No. Of No. Of Amount Security Issue Allotment Persons to Securities (Rs. In whom Millions) allotments were made Non- Private 18-A 31-05-2021 1-QIB 500 500 Convertible Placement Debentures Non- Private 18-B 17-06-2021 1-NON-QIB 1000 1000 Convertible Placement Debentures

212 PAS-4 Annexure- 2 Pre-Issue and Post-Issue shareholding pattern of the company*

Sl.No. Category Pre-issue Post-issue

No. of shares % of share No. of shares % of share

held holding held holding

A Promoters’ holding**

1 Indian Individual 294463872 73.3959 294463872 73.3959 Bodies Corporate - - - - Sub-total - - - - 2 Foreign promoters - - - - Sub-total(A) 294463872 73.3959 294463872 73.3959 Non-promoters B holding

1 Institutional Investors 89590793 22.3307 89590793 22.3307

Non-Institutional 2 Investors Private Corporate 2759748 0.6879 2759748 0.6879 Bodies Directors and 667000 0.1663 667000 0.1663 relatives Indian Public 12539928 3.1256 12539928 3.1256 Others(including Non-resident 1178070 0.2936 1178070 0.2936 Indians(NRIs) Sub Total(B) 106735539 26.6041 106735539 26.6041

Grand Total 401199411 100 401199411 100 *Shareholding pattern as on June 30, 2021. **Promoters’ holding include Promoters and promoter group.

213 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 DCS/COMP/AA/IP-PPDI/658/20-21

March 02, 2021

The Company Secretary Muthoot Finance Limited 2nd Floor, Muthoot Chambers, Opposite Saritha Theatre Complex, Banerji Road, Kochi. India - 682 018

Dear Sir/Madam,

Re: Private Placement of 17,070 Secured, Redeemable, Non-Convertible Debentures - Listed (“Secured NCDs”/ “Debentures”), of face value of Rs.10,00,000/- each for cash aggregating to Rs.17,070 Million (“Shelf Limit”) (“issue”). The Secured NCDs will be issued in one or more Tranches (each a “Tranche issue”) on terms and conditions as set out in the relevant Tranche Disclosure Document (“TDD”) for any tranche issue

We acknowledge receipt of your application on the online portal on March 01, 2021 seeking In-principle approval for issue of captioned security. In this regard, the Exchange is pleased to grant in-principle approval for listing subject to fulfilling the following conditions:

1. Filing of listing application.

2. Payment of fees as may be prescribed from time to time.

3. Compliance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 as amended 2012, and submission of Disclosures and Documents as per Regulations 21, in the format specified in Schedule I of the said Regulations and also Compliance with provisions of Companies Act 2013.

4. Receipt of Statutory & other approvals & compliance of guidelines issued by the statutory authorities including SEBI, RBI, DCA etc. as may be applicable.

5. Compliance with change in the guidelines, regulations directions of the Exchange or any statutory authorities, documentary requirements from time to time

6. Compliance with below mentioned circular dated June 10, 2020 issued by BSE before opening of the issue to the investors.:

https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20200610-31

This In-Principle Approval is valid for a period of 1 year from the date of issue of this letter. The Exchange reserves its right to withdraw its in-principle approval at any later 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, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Guidelines/Regulations issued by the statutory authorities etc. Further, it is subject to payment of all applicable charges levied by the Exchange for usage of any system, software or similar such facilities provided by BSE which the Company shall avail to process the application of securities for which approval is given vide this letter.

Yours faithfully,

For BSE Limited

Sd/- Sd/- Rupal Khandelwal Raghavendra Bhat Senior Manager Deputy Manager

214

BSE - CONFIDENTIAL

31655-A/ ITSL / OPR / 2021-22

To, BSE Limited August 23, 2021 25th Floor, P.J. Towers, Dalal Street, Mumbai – 400 001

DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE DEBENTURE TRUSTEE AT THE TIME OF FILING THE DRAFT OFFER DOCUMENT OR INFORMATION MEMORANDUM Dear Sir/Madam,

SUB.: ISSUE OF PRIVATE SECURED, REDEEMABLE NCD’S OF INR 10 CRORE WITH AN OPTION TO RETAIN OVERSUBSCRIPTION UP TO INR 390 CRORE AGGREGATING AMOUNT TO INR 400 CRORE BY MUTHOOT FINANCE LIMITED.

We, the debenture trustee(s) to the above mentioned forthcoming issue state as follows:

1. We have examined documents pertaining to the said issue and other such relevant documents, reports and certifications.

2. On the basis of such examination and of the discussions with the Issuer, its directors and other officers, other agencies and on independent verification of the various relevant documents, reports and certifications, WE CONFIRM that: a) The Issuer has made adequate provisions for and/or has taken steps to provide for adequate security for the debt securities to be issued. b) The Issuer has obtained the permissions / consents necessary for creating security on the said propertys(ies).

c) The Issuer has made all the relevant disclosures about the security and also its continued obligations towards the holders of debt securities.

d) Issuer has adequately disclosed all consents/ permissions required for creation of further charge on assets in offer document or private placement memorandum/ information memorandum and all disclosures made in the offer document or private placement memorandum/ information memorandum with respect to creation of security are in confirmation with the clauses of debenture trustee agreement.

e) Issuer has disclosed all covenants proposed to be included in debenture trust deed (including any side letter, accelerated payment clause etc.), offer document or private placement memorandum/ information memorandum.

f) Issuer has given an undertaking that charge shall be created in favour of debenture trustee as per terms of issue before filing of listing application. We have satisfied ourselves about the ability of the Issuer to service the debt securities. PLACE: Mumbai DATE: August 23, 2021

For IDBI Trusteeship Services Limited

Authorised Signatory

215