APPLICANT’S UNDERTAKING I/WeIN hereby THE agree and NATURE confirm that: OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS 1. I/We have read, understood and agreed to the contents and terms and conditions of Muthoot Finance Limited Prospectus dated March 03, 2014 (“Prospectus”). 2 I/We hereby apply for allotment of the NCDs to me/us and the amount payable on application is remitted herewith. 3. I/We hereby agree to accept the NCDs applied for or such lesser number as may be allotted to me/us in accordance with the contents of the Prospectus subject to applicable statutory and/or regulatory requirements. 4. I/We irrevocably give my/our authority and consent to IDBI TRUSTEESHIP SERVICES LIMITED, to act as my/our trustees and for doing such acts as are necessary to carry out their duties in such capacity. 5. I am/We are Indian National(s) resident in India and I am/ we are not applying for the said NCDs as nominee(s) of any person resident outside India and/or Foreign National(s). 6. The application made by me/us do not exceed the investment limit on the maximum number of NCDs which may be held by me/us under applicable statutory and/or regulatory requirements. 7. In making my/our investment decision I/We have relied on my/our own examination of the Issuer and the terms of the issue, including the merits and risks involved and my/our decision to make this application is solely based on disclosures contained in the Prospectus. 8. I/We have obtained the necessary statutory and/or regulatory permissions/approvals for applying for, subscribing to, and seeking allotment of the NCDs applied for. 9. Additional Undertaking, in case of ASBA Applicants: 1) I/We hereby undertake that I/We am/are an ASBA Applicant(s) as per applicable provisions of the SEBI Regulations; 2) In accordance with ASBA process provided in the SEBI Regulations and disclosed in the Prospectus, I/We authorize (a) the Lead Managers/Co-Lead Manager/ Lead Brokers/Sub Brokers and Trading Members (in Specified cities only) or the SCSBs, as the case may be, to do all acts as are necessary to make the Application in the Issue, including uploading my/our application, blocking or unblocking of funds in the bank account maintained with the SCSB as specified in the Application Form, transfer of funds to the Public Issue Account on receipt of instruction from the Registrar to the Issue, after finalization of Basis of Allotment; and (b) the Registrar to the Issue to issue instruction to the SCSBs to unblock the funds in the specified bank account upon finalization of the Basis of Allotment. 3) In case the amount available in the specified Bank Account is insufficient as per the Application, the SCSB shall reject the Application. 10. Additional Undertaking in case the Applicant wishes to hold the Bonds in physical form: 1. In terms of Section (8)(1) of the Depositories Act, 1996, I/we wish to hold the NCDs in physical form. 2. I/We confirm that thei nformation provided in this form is true and correct and I/We enclose herewith self attested copies of the KYC Documents. 3. I/We confirm that we do not hold any Demat Account. ISSUE RELATED INFORMATION FOR FILLING THE APPLICATION FORM KYC Documents (To be submitted only for holding NCDs in physical form): Self attested copies of the following documents are required to be submitted by the Applicants as KYC Documents: 1. PAN Card. 2. Proof of Residence. Any of the following documents shall be considered as a verifiable proof of residence: ● ration card issued by the GoI; or ● valid driving license issued by any transport authority of the Republic of India; or● electricity bill (not older than three months); or ● Landline telephone bill (not older than three months); or ● valid passport issued by the GoI; or ● voter’s identity card issued by the GoI; or ● self attested copies of passbook or latest bank statement issued by a bank operating in India; or ● registered leave and license agreement or agreement for sale or rent agreement or flat maintenance bill. ● AADHAR letter, issued by Unique Identification Authority of India, GoI.3. A cancelled cheque of the bank account to which the amounts pertaining to payment of refunds, interest and redemption, as applicable, should be credited. For further details pertaining to KYC Documents, see the section titled” Additional instructions for applicants seeking allotment of bonds in Physical form” on Page 15 of this Abridged Prospectus. Investor Categories: Category I (Institutional Investors) Sub-category code Category II (Non Institutional Investors) Sub-category code Resident Public Financial Institutions 11 Companies, Bodies Corporate, Societies 21 Statutory Corporations including State Industrial Development Corporations, Commercial Banks, 12 Public/private/charitable/religious trusts 22 Co-operative Banks and Regional Rural Banks Resident Indian Scientific and/or industrial research organizations 23 Indian Provident Funds, Pension Funds, Superannuation Funds, Gratuity Fund 13 Partnership firms in the name of the partners 24 Indian alternative investment funds registered with SEBI 14 Limited liability partnerships 25 Indian Insurance Companies registered with the IRDA 15 National Investment Fund 16 Category III (Resident Individuals and HUF) Sub Category Code Indian Mutual Funds registered with SEBI 17 Resident Indian individuals and Hindu Undivided Families through the Karta 31 Insurance funds set up and managed by the Indian army, navy or the air force 18 18 or Department of Posts India.

Issue Structure Options I II III IV V VI VII VIII IX X XI Frequency of Interest Payment Monthly* Monthly* Monthly* Annually** Annually** Annually** NA NA NA NA NA Minimum Application ` 10,000 (10 NCDs) (for all options of NCDs, either taken individually or collectively) Issue Price (` / NCD) ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 Tenor 24 months 36months 60 months 24 months 36 months 60 months 400 days 24 months 36 months 60 months 75 months Base Coupon Rate (% per annum) for all categories 10.25% 10.75% 10.25% 10.75% 11.00% 10.75% NA NA NA NA NA Additional incentive on Base Coupon Rate (% per annum) for category II & III 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% NA NA NA NA NA Coupon Rate (% per annum) for Category I 10.25% 10.75% 10.25% 10.75% 11.00% 10.75% NA NA NA NA NA Coupon Rate (Aggregate of the Base Coupon Rate and the additional incentive on the Base Coupon Rate on any Record Date as applicable to Category II and Category 11.00% 11.50% 11.00% 11.50% 11.75% 11.50% NA NA NA NA NA III investors {(A) + (B)}) Effective Yield (Per annum) Category I 10.25% 10.75% 10.25% 10.75% 11.00% 10.75% 9.75% 10.75% 11.00% 10.75% 10.96% Effective Yield (Per annum) Category II & III 11.00% 11.50% 11.00% 11.50% 11.75% 11.50% 10.50% 11.50% 11.75% 11.50% 11.70% Amount (` / NCD) on Maturity*** Category I `1,000 `1,000 `1,000 `1,000 `1,000 `1,000 `1,107.76 `1,226.56 `1,367.63 `1,666.17 ` 1,917.51 Amount (` / NCD) on Maturity*** Category II & III `1,000 `1,000 `1,000 `1,000 `1,000 `1,000 `1,116.13 `1,243.23 `1,395.54 `1,723.35 ` 2,000.00 Mode of Payment Through various options available Maturity Date (From Deemed Date of Allotment) 24 months 36months 60 months 24 months 36months 60 months 400 days 24 months 36months 60 months 75 months for all categories Nature of indebtedness Secured and Non-Convertible. Unsecured & Non Convertible Security First pari passu charge on the identified immovable property and a first pari passu charge on current assets, book Unsecured debts, loans and advances, and receivables including gold loan receivables,both present and future, of our Company.

Note: a. Our Company would allot Option IV Secured NCDs to all valid applications, wherein the applicants have selected only Secured NCDs, but have not indicated their choice of the relevant options of the Secured NCDs. Our Company would allot Option XI Unsecured NCDs to all valid applications, wherein the applicants have selected only Unsecured NCDs. Our Company would allot Option IV Secured NCDs to all valid applications, wherein the applicants have neither selected Secured NCDs nor Unsecured NCDs. b. Applicants cannot apply for Allotment of NCDs under Options VII, VIII, IX, X and XI in physical form. c. Please note that you cannot apply for the NCDs through the ASBA process if you wish to be Allotted the NCDs in physical form. d. Escrow Collection Banks for the Issue are ICICI Bank Limited and IndusInd Bank Limited e. Basis of Allotment : For details, please refer to page no.16 of the Abridged Prospectus. f. For Grounds for Technical Rejection. Please refer to page no. 15 of the Abridged Prospectus. g. The Members of the Syndicate and the Trading Members of the Stock Exchange shall ensure they shall accept Application Forms only in such cities/ towns where the banking branches (escrow banks) are available. h. Applicants to ensure that they are competent to contract under the Indian Contract Act, 1872 including minors applying through guardians. i. Based on the information provided by the Depositories, the Company shall have the right to accept Applications belonging to an account for the benefit of a minor (under guardianship) j. The details of the collection centres of the Escrow Collection Banks shall be available on the website of BSE at www.bseindia.com k. For further details please refer to the Prospectus.

------TEAR HERE------ While submitting the Application Form, the Applicant should ensure that the date stamp being put on Company contact details Registrar contact details the Application Form by the Lead Managers/Lead Brokers/Sub Brokers/Trading Member/SCSB matches with the date stamp on the Acknowledgement Slip MUTHOOT FINANCE LIMITED LINK INTIME INDIA PRIVATE LIMITED  In case of queries related to allotment/ credit of Allotted NCD/Refund, the Applicants should contact Registered and Corporate Office: Muthoot Chambers, Opposite Saritha C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West) Registrar to the Issue. Theatre Complex, 2nd Floor, Banerji Road, Kochi 682 018, India. Mumbai 400 078, India. Tel: (91 22) 2596 7878;  In case of ASBA Application submitted to the SCSBs, the Applicants should contact the relevant SCSB. Tel: (91 484) 239 4712; Fax: (91 484) 239 6506 Fax: (91 22) 2596 0329; Email: [email protected]  In case of queries related to upload of ASBA Aapplications submitted to the Lead Managers/Lead Website: www.muthootfinance.com; Investor Grievance Email: [email protected] Brokers/Sub Brokers/Trading Members Applicants should contact the relevant Lead Managers/Lead Brokers/Sub Brokers/Trading Members. Compliance Officer: Maxin James; Website: www.linkintime.co.in;  The grievance arising out of Applications for NCDs made through Trading Members may be addressed Tel.: (91 484) 239 4712; Fax: (91 484) 239 6506 Contact Person: Dinesh Yadav directly to BSE. E-mail: [email protected] SEBI Registration No.: INR000004058 2 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

THIS ABRIDGED PROSPECTUS CONSISTS OF 48 PAGES, PLEASE ENSURE THAT YOU GET ALL PAGES Please ensure that you read the Prospectus and the general instructions contained in this Memorandum before applying in the Issue. Unless otherwise specified, all capitalised terms used in this form shall have the meaning ascribed to such terms in the Prospectus. The investors are advised to retain a copy of Prospectus/Abridged Prospectus for their future reference. All reference to pages unless specified refer to the Prospectus.

MUTHOOT FINANCE LIMITED Our Company was originally incorporated as a private limited company on March 14, 1997 under the provisions of the Companies Act, 1956, with the name “The Muthoot Finance Private Limited”. Subsequently, by a fresh certificate of incorporation dated May 16, 2007, our name was changed to “Muthoot Finance Private Limited”. Our 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 to change in status on December 02, 2008 from the Registrar of Companies, Kerala and Lakshadweep. For further details regarding changes to the name and registered office of our Company, see section titled “History and Main Objects” on page 100 of the Prospectus. Registered and Corporate Office: Muthoot Chambers, Opposite Saritha Theatre Complex, 2nd Floor, Banerji Road, Kochi 682 018, India. Tel: (91 484) 239 4712; Fax: (91 484) 239 6506; Website: www.muthootfinance.com;Email: [email protected]. Company Secretary and Compliance Officer: Maxin James; Tel: (91 484) 353 5533; Fax: (91 484) 239 6506; E-mail: [email protected]

PUBLIC ISSUE BY MUTHOOT FINANCE LIMITED, (“COMPANY” OR “ISSUER”) OF SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES AND UNSECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF ` 1,000.00 EACH, (“NCDs”), AGGREGATING UPTO ` 1,000.00 MILLION WITH AN OPTION TO RETAIN OVER-SUBSCRIPTION UPTO ` 1,000.00 MILLION FOR ISSUANCE OF ADDITIONAL NCDS AGGREGATING TO A TOTAL OF UPTO ` 2,000.00 MILLION, HEREINAFTER REFERRED TO AS THE “ISSUE”. THE UNSECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES WILL BE IN THE NATURE OF SUBORDINATED DEBT AND WILL BE ELIGIBLE FOR TIER II CAPITAL. GENERAL RISK Investors are advised to read the Risk Factors carefully before taking an investment decision in the Issue. For taking an investment decision, the investors must rely on their own examination of the Issuer and the Issue including the risks involved. Specific attention of the investors is invited to the Risk Factors on pages 10 to 35 of the Prospectus. This document has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India, the Reserve Bank of India or any stock exchange in India. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that the Prospectus 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 Prospectus is true and correct in all material respects 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 makes the Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. CREDIT RATING The Secured NCDs proposed to be issued under this Issue have been rated “[ICRA]AA-/Stable”by ICRA for an amount of upto ` 2,000 million vide its letter dated February 17, 2014. The Unsecured NCDs proposed to be issued under this Issue have been rated “[ICRA]AA-/Stable”by ICRA for an amount of upto ` 2,000 million vide its letter dated February 17, 2014. The rating of the Secured NCDs and Unsecured NCDs by ICRA indicates high degree of safety regarding timely servicing of financial obligations. The rating provided by ICRA may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decisions. Please refer to pages 361 to 368 of the Prospectus for rating letter and rationale for the above rating. LISTING The NCDs offered through the Prospectus are proposed to be listed on BSE. Our Company has obtained an ‘in-principle’ approval for the Issue from BSE vide the letter dated March 03, 2014. For the purposes of the Issue, BSE shall be the Designated Stock Exchange. ISSUE PROGRAM* ISSUE OPENS ON MARCH 10, 2014 ISSUE CLOSES ON APRIL 10, 2014 * The subscription list shall remain open at the commencement of banking hours and close at the close of banking hours for the period as indicated, with an option for early closure or extension by such period, as may be decided by the Board or the duly authorised committee of the Board constituted by resolution of the Board dated July 25, 2011. In the event of such early closure of or extension subscription list of the Issue, our Company shall ensure that notice of such early closure or extension is given to the prospective investors through an advertisement in a leading daily national newspaper on or before such earlier date or extended date of closure. Applications Forms for the Issue will be accepted only from 10:00 a.m. till 5.00 p.m. (Indian Standard Time) or such extended time as may be permitted by BSE, on Working Days during the Issue Period. On the Issue Closing Date, Application Forms will be accepted only from 10:00 a.m. till 3.00 p.m. (Indian Standard Time) and uploaded until 5.00 p.m. (Indian Standard Time) or such extended time as may be permitted by BSE. IDBI Trusteeship Services Limited has by its letter dated February 17, 2014 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in the Prospectus and in all the subsequent periodical communications sent to the holders of the Debentures issued pursuant to this Issue. A copy of the Prospectus shall be filed with the Registrar of Companies, Kerala and Lakshadweep, in terms of section 56 and section 60 of the Act and other relevant provisions of the Companies Act, 2013 applicable as on the date of the Prospectus, along with the endorsed/certified copies of all requisite documents. For further details please refer to the section titled “Material Contracts and Documents for Inspection” beginning on page 358 of the Prospectus. PLEASE READ THE RISK FACTORS CAREFULLY. SEE SECTION TITLED “RISK FACTORS” ON PAGE NO. 37 OF THIS ABRIDGED PROSPECTUS

MUTHOOT FINANCE LIMITED 3 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

LEAD MANAGER COMPANY SECRETARY AND COMPLIANCE OFFICER MAXIN JAMES Muthoot Chambers ICICI SECURITIES LIMITED Opposite Saritha Theatre Complex ICICI Centre, H.T. Parekh Marg, Churchgate 2nd Floor, Banerji Road, Mumbai 400 020, India Kochi 682 018 Tel: (91 22) 2288 2460 Kerala, India Fax: (91 22) 2282 6580 Tel: (91 484) 353 5533 Email: [email protected] Fax: (91 484) 2396506 Investor Grievance Email: [email protected] Email: [email protected] Website: www.icicisecurities.com Contact Person: Ayush Jain STATUTORY AUDITORS Compliance Officer: Subir Saha SEBI Registration No. :INM000011179 RANGAMANI & CO Chartered Accountants REGISTRAR TO THE ISSUE 17/598, 2nd Floor Card Bank Building West of YMCA VCSB Road LINK INTIME INDIA PRIVATE LIMITED Allepey 688 011 C-13, Pannalal Silk Mills Compound Kerala, India L.B.S. Marg, Bhandup (West) Tel: (91 477) 226 1542 Mumbai 400 078, India Fax: (91 477) 226 1542 Tel: (91 22) 2596 7878 Fax: (91 22) 2596 0329 Email: [email protected] Email: [email protected] CREDIT RATING AGENCIES Investor Grievance Email:[email protected] Website: www.linkintime.co.in ICRA LIMITED Contact Person: Dinesh Yadav 1105, Kailash Building SEBI Registration No.: INR000004058 11th Floor, Kasturba Gandhi Marg New Delhi – 110001, India DEBENTURE TRUSTEE Telephone: (+9111) 23357940-50 Facsimile: (+9111) 23357014 Website: www.icra.in IDBI TRUSTEESHIP SERVICES LIMITED SEBI Registration Number: IN/CRA/003/1999 Asian Building, Ground Floor 17 R, Kamani Marg, Ballard Estate LEGAL ADVISORS TO THE ISSUE Mumbai 400 001, India AZB & PARTNERS Tel: (91 22) 4080 7000 AZB House, 67-4 Fax: (91 22) 6631 1776 4th Cross, Lavelle Road Email: [email protected] Bangalore 560 001, India Website: www.idbitrustee.co.in Tel: (91 80) 4240 0500 Contact Person: Abhishek Javadekar SEBI Registration No.: IND000000460 Fax: (91 80) 2221 3947

CHIEF FINANCIAL OFFICER LEAD BROKERS OOMMEN K. MAMMEN Axis Capital Limited, Edelweiss Broking Limited, HDFC Securities Muthoot Chambers Limited, ICICI Securities Limited, India Infoline Limited, Integrated Opposite Saritha Theatre Complex Enterprises (India) Limited, JM Financial Services Limited, Karvy 2nd Floor, Banerji Road, Kochi 682 018 Stock Broking Limited, Kotak Securities Limited, Muthoot Securities Kerala, India Limited, RR Equity Brokers Private Limited, SMC Global Securities Tel: (91 484) 2397156 Limited, SPA Securities Limited, Tipsons Stock Brokers Private Fax: (91 484) 2396506 Limited. Email: [email protected]

4 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

BANKER(S) TO THE ISSUE SELF CERTIFIED SYNDICATE BANKS ICICI Bank Limited The banks which are registered with SEBI under the Securities and 2nd Floor, Adonai Towers Exchange Board of India (Bankers to an Issue) Regulations, 1994 and SA Road, Kadaventhara offer services in relation to ASBA, including blocking of an ASBA Account, a list of which is available on http://www.sebi.gov.in/cms/ Kochi 682 020, India sebi_data/attachdocs/1366178697250.html or at such other website as Tel: (91 484) 401 1365 may be prescribed by SEBI from time to time. Fax: (91 484) 401 1359 Email: [email protected] TABLE OF CONTENTS Contact Person: Letha T Nair Website: www.icicibank.com OBJECTS OF THE ISSUE 6 SEBI Registration No.: INBI00000004 ISSUE PROCEDURE 6 IndusInd Bank Limited OTHER INSTRUCTIONS 14 PNA House, 4th Floor, TERMS OF THE ISSUE 18 Plot No. 57 & 57/1, Road No. 17, Near SRL, MIDC, Andheri (East), STATEMENT OF POSSIBLE TAX BENEFITS 27 Mumbai 400 093 AVAILABLE TO DEBENTURE HOLDERS Tel: (91 22) 6106 9228 CAPITAL STRUCTURE 28 Fax: (91 22) 6623 8021 OUR MANAGEMENT 28 Email: [email protected] Contact Person: Sanjay Vasarkar FINANCIAL INFORMATION 31 Website: www.indusind.com FINANCIAL INDEBTEDNESS 33 SEBI Registration No.: INBI00000002 LEGAL AND OTHER INFORMATION 33 REFUND BANK(S) RISK FACTORS 37 IndusInd Bank Limited DECLARATION 39 Solitaire Corporate Park TIMING FOR SUBMISSION OF APPLICATION 40 No. 1001, Building No, 10 FORMS Ground Floor, Guru Hargovindji Marg CENTERS FOR AVAILABILITY AND ACCEPTANCE 40 Andheri (East) OF APPLICATION FORMS Mumbai 400 093 Tel: (91 22) 6772 3901 to 3917 LIST OF SELF CERTIFIED SYNDICATE BANKS 48 Fax: (91 22) 6772 3998 (SCSBs) Email: [email protected] Contact Person: Sanjay Vasarkar Website: www.indusind.com SEBI Registration No.: INBI00000002

DISCLAIMER PARTICIPATION OF ANY OF THE AFOREMENTIONED CATEGORIES OF PERSONS OR ENTITIES IS SUBJECT TO THE APPLICABLE STATUTORY AND/OR REGULATORY REQUIREMENTS IN CONNECTION WITH THE SUBSCRIPTION TO INDIAN SECURITIES BY SUCH CATEGORIES OF PERSONS OR ENTITIES. APPLICANTS ARE ADVISED TO ENSURE THAT THE NCDS APPLIED FOR DOES NOT EXCEED THE ISSUE SIZE AND/ OR INVESTMENT LIMIT OR MAXIMUM NUMBER OF NCDS THAT CAN BE HELD BY THEM UNDER THE APPLICABLE LAWS OR REGULATIONS OR MAXIMUM AMOUNT PERMISSIBLE UNDER THE APPLICABLE REGULATIONS. APPLICANTS ARE ADVISED TO ENSURE THAT THEY HAVE OBTAINED THE NECESSARY STATUTORY AND/OR REGULATORY PERMISSIONS/ CONSENTS/APPROVALS IN CONNECTION WITH APPLYING FOR, SUBSCRIBING TO, OR SEEKING ALLOTMENT OF NCDS PURSUANT TO THE ISSUE. APPLICANTS ARE ADVISED TO READ THE PROSPECTUS DATED MARCH 3, 2014 (“PROSPECTUS”) FILED WITH REGISTRAR OF COMPANIES AND THE GENERAL INSTRUCTIONS CONTAINED IN THIS APPLICATION FORM CAREFULLY AND TO SATISFY THEMSELVES OF THE DISCLOSURES BEFORE MAKING AN APPLICATION FOR SUBSCRIPTION. UNLESS OTHERWISE SPECIFIED, ALL THE TERMS USED IN THIS APPLICATION FORM HAVE THE SAME MEANING AS IN THE PROSPECTUS. FOR A COPY OF THE PROSPECTUS, THE APPLICANT MAY REQUEST US AND/OR THE LEAD MANAGERS. FURTHER INVESTORS ARE ADVISED TO RETAIN THE COPY OF THE PROSPECTUS/ABRIDGED PROSPECTUS FOR THEIR FUTURE REFERENCE. PLEASE FILL IN THE FORM IN ENGLISH USING BLOCK LETTERS. INVESTORS SHOULD CAREFULLY CHOOSE THE SERIES OF NCDS THEY WISH TO APPLY FOR. PLEASE REFER TO TERMS OF THE ISSUE ON PAGE 18 OF THIS ABRIDGED PROSPECTUS.

MUTHOOT FINANCE LIMITED 5 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

DETAILS PERTAINING TO THE ISSUE ISSUE PROCEDURE

OBJECTS OF THE ISSUE ISSUE PROCEDURE 1. Issue proceeds This section applies to all Applicants. ASBA Applicants and Applicants Our Company has filed the Prospectus for a public issue of Secured applying through the Direct Online Application Mechanism (as NCDs and Unsecured NCDs aggregating upto ` 1,000 million with defined hereinafter) should note that the ASBA process and the Direct an option to retain over-subscription upto ` 1,000 million for issuance Online Application Mechanism involve application procedures that of additional Secured NCDs and Unsecured NCDs aggregating to a are different from the procedure applicable to all other Applicants. total of upto ` 2,000 million. The funds raised through this Issue will Please note that all Applicants are required to pay the full Application be utilised for our various financing activities including lending and Amount or ensure that the ASBA Account has sufficient credit balance investments, to repay our existing liabilities or loans and towards our such that the entire Application Amount can be blocked by the SCSB business operations including for our capital expenditure and working while making an Application. In case of ASBA Applicants, an amount equivalent to the full Application Amount will be blocked by the SCSBs capital requirements and general corporate purposes, after meeting in the relevant ASBA Accounts. the expenditures of and related to the Issue and subject to applicable ASBA Applicants should note that they may submit their ASBA statutory/regulatory requirements. Applications to the Members of the Syndicate or Trading Members of The Unsecured NCDs will be in the nature of Subordinated Debt and the Stock Exchange only at the Syndicate ASBA Application Locations, will be eligible for Tier II capital and accordingly will be utilised in or directly to the Designated Branches of the SCSBs. Applicants other accordance with statutory and regulatory requirements including than direct ASBA Applicants are required to submit their Applications requirements of RBI. to the Members of the Syndicate or Trading Members (at the The main objects clause of the Memorandum of Association of our application centres of the Members of the Syndicate will be mentioned Company permits our Company to undertake its existing activities as in the Application Form) or make online Applications using the online well as the activities for which the funds are being raised through this payment gateway of the Stock Exchanges. Issue. Applicants are advised to make their independent investigations and 2. Monitoring of utilisation of funds ensure that their Applications do not exceed the investment limits or There is no requirement for appointment of a monitoring agency in maximum number of NCDs that can be held by them under applicable terms of the SEBI Debt Regulations. The Board of Directors of our law or as specified in the Prospectus. Company shall monitor the utilisation of the proceeds of the Issue. Please note that this section has been prepared based on the Our Company will disclose in the Company’s financial statements for circular no. CIR./IMD/DF-1/20/2012 dated July 27, 2012 issued the relevant financial year commencing from Financial Year 2014, the by SEBI (“Debt Application Circular”). The procedure mentioned utilisation of the proceeds of the Issue under a separate head along with in this section is subject to the Stock Exchanges putting in place the necessary systems and infrastructure for implementation details, if any, in relation to all such proceeds of the Issue that have of the provisions of the abovementioned circular, including the not been utilised thereby also indicating investments, if any, of such systems and infrastructure required in relation to Applications unutilised proceeds of the Issue. made through the Direct Online Application Mechanism and the 3. Interim use of proceeds online payment gateways to be offered by Stock Exchanges and The management of the Company, in accordance with the policies accordingly is subject to any further clarifications, notification, formulated by it from time to time, will have flexibility in deploying the modification, direction, instructions and/or correspondence that proceeds received from the Issue. Pending utilisation of the proceeds may be issued by the Stock Exchanges and/or SEBI.Please note that out of the Issue for the purposes described above, the Company intends clarificationsand/or confirmations regarding the implementation to temporarily invest funds in high quality interest bearing liquid of the requisite infrastructure and facilities in relation to direct instruments including money market mutual funds, deposits with online applications and online payment facility have been sought banks or temporarily deploy the funds in investment grade interest from the Stock Exchangeand the StockExchange has confirmed bearing securities as may be approved by the Board / Committee of that the necessary infrastructure and facilities for the same have Directors of the Company, as the case may be. Such investment would not been implemented by the Stock Exchange. Hence, the Direct be in accordance with the investment policy of our Company approved Online Application facility will not be available for this Issue. by the Board or any committee thereof from time to time. PLEASE NOTE THAT ALL TRADING MEMBERS OF THE 4. Other confirmations STOCK EXCHANGE(S) WHO WISH TO COLLECT AND UPLOAD APPLICATION IN THIS ISSUE ON THE ELECTRONIC In accordance with the SEBI Debt Regulations, our Company will not APPLICATION PLATFORM PROVIDED BY THE STOCK utilise the proceeds of the Issue for providing loans to or acquisition of EXCHANGES WILL NEED TO APPROACH THE RESPECTIVE shares of any person who is a part of the same group as our Company or STOCK EXCHANGE(S) AND FOLLOW THE REQUISITE who is under the same management as our Company or any subsidiary PROCEDURES AS MAY BE PRESCRIBED BY THE RELEVANT of our Company. STOCK EXCHANGE. THE FOLLOWING SECTION MAY The Issue proceeds shall not be utilised towards full or part CONSEQUENTLY UNDERGO CHANGE BETWEEN THE DATES consideration for the purchase or any other acquisition, inter alia by OF The Prospectus, THE ISSUE OPENING DATE AND THE ISSUE way of a lease, of any property. CLOSING DATE. No part of the proceeds from this Issue will be paid by us as THE MEMBERS OF THE SYNDICATE AND THE COMPANY consideration to our Promoter, our Directors, Key Managerial SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY Personnel, or companies promoted by our Promoter except in the usual ERRORS OR OMMISSIONS ON THE PART OF THE TRADING course of business. MEMBERS IN CONNECTION WITH THE RESPONSIBILITY Further the Company undertakes that Issue proceeds from NCDs OF SUCH TRADING MEMBERS IN RELATION TO allotted to banks shall not be used for any purpose, which may be COLLECTION AND UPLOAD OF APPLICATIONS IN THIS ISSUE ON THE ELECTRONIC APPLICATION PLATFORM in contravention of the RBI guidelines on bank financing to NBFCs PROVIDED BY THE STOCK EXCHANGES. FURTHER, THE including those relating to classification as capital market exposure or RELEVANT STOCK EXCHANGE SHALL BE RESPONSIBLE any other sectors that are prohibited under the RBI regulations. FOR ADDRESSING INVESTOR GREIVANCES ARISING

6 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS FROM APPLICATIONS THROUGH TRADING MEMBERS of the SCSBs. Additionally the Prospectus and the Application Forms REGISTERED WITH SUCH STOCK EXCHANGE. will be available Please note that for the purposes of this section, the term “Working (i) for download on the website of BSE at www.bseindia.com, and Day” shall mean all days excluding Sundays or a public holiday the website of the Lead Manager atwww.icicisecurities.com; and in India or at any other payment centre notified in terms of the (ii) at the designated branches of the SCSB and the Members of the Negotiable Instruments Act, 1881, except with reference to Issue Syndicate at the Syndicate ASBA Application Locations. Period and Record Date, where working days shall mean all days, Electronic Application Forms will also be available on the website of excluding Saturdays, Sundays and public holiday in India or the Stock Exchange. A hyperlink to the website of the Stock Exchange at any other payment centre notified in terms of the Negotiable for this facility will be provided on the website of the Lead Manager Instruments Act, 1881. and the SCSBs. Further, Application Forms will also be provided to 5. Who can apply? Trading Members at their request. The following categories of persons are eligible to apply in the Issue. 7. Methods of Application Category I An eligible investor desirous of applying in the Issue can make ● Public financial institutions, statutory corporations, commercial Applications by one of the following methods: banks, co-operative banks and RRBs, multilateral and bilateral 1. Applications through the ASBA process; and development financial institutions, and state industrial development 2. Non-ASBA Applications. corporations which are authorised to invest in the NCDs; Applicants are requested to note that in terms of the Debt Application ● Provident funds, pension funds, superannuation funds and gratuity Circular, SEBI has mandated issuers to provide, through a recognized funds, which are authorised to invest in the NCDs; stock exchange which offers such a facility, an online interface enabling ● Alternative Investment Funds, subject to investment conditions direct application by investors to a public issue of debt securities with an applicable to them under the Securities and Exchange Board of online payment facility (“Direct Online Application Mechanism”). India (Alternative Investment Funds) Regulations, 2012; In this regard, SEBI has, through the Debt Application Circular, directed ● Insurance Companies; recognized stock exchanges in India to put in necessary systems and ● State industrial development corporations; infrastructure for the implementation of the Debt Application Circular ● Insurance funds set up and managed by the army, navy, or air force and the Direct Online Application Mechanism infrastructure for the of the Union of India; implementation of the Debt Application Circular and the Direct Online ● Insurance funds set up and managed by the Department of Posts, Application Mechanism. Please note that the Applicants will not the Union of India; have the option to apply for NCDs underthe Issue, through the direct ● National Investment Fund; and online applications mechanism of the Stock Exchange. Please note ● Mutual Funds. that clarificationsand/or confirmations regarding the implementation Category II of the requisite infrastructure and facilities in relation to direct ● Companies; bodies corporate and societies registered under the online applications and online payment facility have been sought applicable laws in India and authorised to invest in the NCDs; from the Stock Exchange and the StockExchange has confirmed ● Public/ private charitable/ religious trusts which are authorised to that the necessary infrastructure and facilities for the same have not invest in the NCDs; been implemented by the Stock Exchange. Hence, the Direct Online ● Scientific and/or industrial research organisations, which are Application facility will not be available for this Issue. authorised to invest in the NCDs; ● Partnership firms in the name of the partners; Applications through the ASBA process ● Limited Liability Partnerships formed and registered under the Applicants can submit their Applications through the ASBA process provisions of the Limited Liability Partnership Act, 2008 (No. 6 of by submitting the Application Forms in physical mode to the SCSB 2009); and with whom the ASBA Account is maintained or through the Members Category III of the Syndicate or Trading Members (ASBA Applications through the Members of the Syndicate and Trading Members shall hereinafter be ● Resident Indian individuals and Hindu Undivided Families through referred to as the “Syndicate ASBA”), prior to or on the Issue Closing the Karta. Date. ASBA Applications through the Members of the Syndicate and Participation of any of the aforementioned categories of persons Trading Members is permitted only at the Syndicate ASBA Application or entities is subject to the applicable statutory and/or regulatory Locations (Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, requirements in connection with the subscription to Indian securities Jaipur, Bangalore, Hyderabad, Pune, Vadodara and Surat). Kindly note by such categories of persons or entities. that Application Forms submitted by ASBA Applicants to Members Applicants are advised to ensure that they have obtained the necessary of the Syndicate and the Trading Members at the Syndicate ASBA statutory and/or regulatory permissions/consents/approvals in Application Locations will not be accepted if the SCSB with which connection with applying for, subscribing to, or seeking allotment of the ASBA Account, as specified in the Application Form is maintained NCDs pursuant to the Issue. has not named at least one branch at that location for the Member of The Lead Manager and its respective associates and affiliates are the Syndicate or the Trading Members to deposit the Application Form permitted to subscribe in the Issue. (A list of such branches is available at http://www.sebi.gov.in/cms/ The information below is given for the benefit of Applicants. Our sebi_data/attachdocs/1366178697250.html. The Members of Syndicate Company and the Lead Manager are not liable for any amendment or and Trading Members shall accept ASBA Applications only at the modification or changes in applicable laws or regulations, which may Syndicate ASBA Application Locations and should ensure that they occur after the date of the Prospectus. verify the details about the ASBA Account and relevant SCSB prior to 6. How to apply? accepting the Application Form. Availability of Prospectus and Application Forms Trading Members shall, upon receipt of physical Application Forms Please note that there is a single Application Form for ASBA from ASBA Applicants, upload the details of these Application Applicants as well as non-ASBA Applicants who are persons Forms to the online platform of the Stock Exchange and submit these resident in India. Application Forms with the SCSB with whom the relevant ASBA Copies of the abridged Prospectus containing the salient features of Accounts are maintained in accordance with the Debt Application the Prospectus together with Application Forms and copies of the Circular. Prospectus may be obtained from our Registered Office, the Lead An ASBA Applicant shall submit the Application Form, which shall be Manager, the Registrar, the Lead Brokers and the Designated Branches stamped at the relevant Designated Branch of the SCSB. Application

MUTHOOT FINANCE LIMITED 7 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Forms in physical mode, which shall be stamped, can also be Categories” and “Issue Procedure - Additional instructions specific for submitted to be Members of the Syndicate and the Trading Members Applicants seeking Allotment of the NCDs in physical form” at pages at the Syndicate ASBA Application Locations. The SCSB shall block 245 and 256 of the Prospectus. The Members of the Syndicate and an amount in the ASBA Account equal to the Application Amount Trading Members shall, upon submission of the Application Forms specified in the Application Form. to them, verify and check the KYC documents submitted by such Our Company, our directors, affiliates, associates and their respective Applicants and upload details of the Application on the online platform directors and officers, Lead Manager and the Registrar shall not of the Stock Exchange, following which they shall acknowledge the take any responsibility for acts, mistakes, errors, omissions and uploading of the Application Form by stamping the acknowledgment commissions etc. in relation to ASBA Applications accepted by SCSBs slip with the date and time and returning it to the Applicant. This and Trading Members, Applications uploaded by SCSBs, Applications acknowledgment slip shall serve as the duplicate of the Application accepted but not uploaded by SCSBs or Applications accepted and Form for the records of the Applicant and the Applicant shall preserve uploaded without blocking funds in the ASBA Accounts. It shall be this and should provide the same for any queries relating to non- presumed that for Applications uploaded by SCSBs, the Application Allotment of NCDs in the Issue. Amount has been blocked in the relevant ASBA Account. Further, all Upon uploading of the Application details, the Members of the grievances against Trading Members in relation to the Issue should be Syndicate and Trading Members will submit the Application Forms, made by Applicants directly to the Stock Exchange. along with the payment instruments to the Escrow Collection Banks, Please note that you cannot apply for the NCDs through the ASBA which will realise the payment instrument, and send the Application process if you wish to be Allotted the NCDs in physical form. Form and the KYC documents to the Registrar, who shall check the Non-ASBA Applications KYC documents submitted and match Application details as received (i) Non- ASBA Applications for Allotment of the NCDs in from the online platform of the Stock Exchange with the Application dematerialised form Amount details received from the Escrow Collection Banks for Applicants may submit duly filled in Application Forms either in reconciliation of funds received from the Escrow Collection Banks. In physical or downloaded Application Forms to the Members of the case of discrepancies between the two data bases, the details received Syndicate or the Trading Members accompanied by account payee from the online platform of the Stock Exchange will prevail. The cheques/ demand drafts prior to or on the Issue Closing Date. The Members of the Syndicate/ Trading Members are requested to note Members of the Syndicate and Trading Members shall, upload the that all Applicants are required to be banked with only the designated non-ASBA Application on the online platforms of the Stock Exchange branches of Escrow Collection Banks, as mentioned in the Application from 10:00 a.m. till 5.00 p.m. (Indian Standard Time) during the Issue Form. Upon Allotment, the Registrar will dispatch NCD Certificates Period, following which they shall acknowledge the uploading of the to the successful Applicants to their addresses as provided in the Application Form by stamping the acknowledgment slip with the date Application Form by means of speed post or registered post. Please and time and returning it to the Applicant. This acknowledgment slip note that, in the event that KYC documents of an Applicant are not shall serve as the duplicate of the Application Form for the records in order, the Registrar will withhold the dispatch of NCD Certificates of the Applicant and the Applicant should preserve this and should pending receipt of complete KYC documents from such Applicant. In provide the same for any grievances relating to their Applications. such circumstances, successful Applicants should provide complete Upon uploading the Application on the online platform of the Stock KYC documents to the Registrar at the earliest. Exchange, the Members of the Syndicate and Trading Members Please note that in such an event, any delay by the Applicant to provide will submit the Application Forms, along with the relevant payment complete KYC documents to the Registrar will be at the Applicant’s instruments (cheques or demand drafts) to the Escrow Collection sole risk and neither our Company, the Registrar, the Escrow Collection Banks, which will realise the payment instrument, and send the Banks, or the Members of the Syndicate, will be liable to compensate Application details to the Registrar. The Members of the Syndicate/ the Applicants for any losses caused to them due to any such delay, or Trading Members are requested to note that all Applicants are required liable to pay any interest on the Application Amounts for such period to be banked with only the designated branches of Escrow Collection during which the NCD Certificates are withheld by the Registrar. Banks, as mentioned in the Application Form. The Registrar shall Further, our Company will not be liable for any delays in payment of match the Application details as received from the online platform interest on the NCDs allotted to such Applicants, and will will not be of the Stock Exchange with the Application Amount details received liable to compensate such Applicants for any losses caused to them from the Escrow Collection Banks for reconciliation of funds received due to any such delay, or liable to pay any interest for such delay in from the Escrow Collection Banks.In case of discrepancies between payment of interest on the NCDs. the two data bases, the details received from the online platform of Members of the Syndicate or Trading Members are also required to the Stock Exchange will prevail. Upon Allotment, the Registrar will ensure that the Applicants are competent to contract under the Indian credit the NCDs in the demat accounts of the successful Applicants as Contract Act, 1872 including minors applying through guardians, at mentioned in the Application Form. the time of acceptance of the Application Forms. Please note that neither our Company, nor the Members of the Syndicate, *As per Section 29 of the Companies Act, 2013, debentures may be nor the Registrar shall be responsible for redressal of any grievances issued to the public only in dematerialised form. In this regard, we that Applicants may have in regard to the non-ASBA Applications had sought permission from SEBI vide letter dated December 12, made to the Trading Members, including, without limitation, relating 2013 for issuance of NCDs pursuant to this Issue in physical as well to non-upload of the Applications data. All grievances against Trading as dematerialized form. Thereafter we have received approval from Members in relation to the Issue should be made by Applicants to the SEBI, vide letter dated December 20, 2013, for issuance of NCDs relevant Stock Exchange. pursuant to this Issue in physical as well as dematerialized form. (ii) Non- ASBA Applications for Allotment of the NCDs in physical To supplement the foregoing, the mode and manner of Application and form* submission of Application Forms is illustrated in the following chart. Applicants can also apply for Allotment of the NCDs (under Mode of Application To whom the Application Form has to (Option I, Option II, Option III ,Option IV, Option V, Option VI) in be submitted physical form by submitting duly filled in Application Forms to the ASBA Applications i. to the Members of the Syndicate Members of the Syndicate or the Trading Members, along with the accompanying account payee cheques or demand drafts representing only at the Syndicate ASBA the full Application Amount and KYC documents as specified in the Application Locations; or sections titled “Issue Procedure – Applications by various Applicant

8 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

ii. to the Designated Branches of the investment and containing operating instructions; and (iii) specimen SCSBs where the ASBA Account signatures of authorised persons. Failing this, our Company reserves the right to accept or reject any Applications for Allotment of the is maintained; or NCDs in whole or in part, in either case, without assigning any reason iii. to Trading Members only at the thereof. Alternative Investment Funds applying for Allotment of the Syndicate ASBA Application NCDs shall at all time comply with the conditions for categories as Locations. per their SEBI registration certificate and the Securities and Exchange Non- ASBA Applications i. to the Members of the Syndicate; Board of India (Alternate Investment Funds) Regulations, 2012. or 13. Applications by Trusts In case of Applications for Allotment of the NCDs in physical form ii. to Trading Members. made by trusts, settled under the Indian Trusts Act, 1882, or any other 8. Application Size statutory and/or regulatory provision governing the settlement of trusts Each Application should be for a minimum of 10 NCDs and in in India, Applicants must submit a (i) a certified copy of the registered multiples of one NCD thereafter(for all options of NCDs, namely instrument for creation of such trust; (ii) a power of attorney, if any, Option I, Option II, Option III, Option IV, Option V, Option VI, in favour of one or more trustees thereof; (iii) such other documents Option VII, Option VIII, Option IX, Option X and Option XI either evidencing registration thereof under applicable statutory/regulatory taken individually or collectively). requirements. Further, any trusts applying for NCDs pursuant to the Issue must ensure that (a) they are authorised under applicable APPLICATIONS BY VARIOUS APPLICANT CATEGORIES statutory/regulatory requirements and their constitution instrument to 9. Applications by Mutual Funds hold and invest in debentures; (b) they have obtained all necessary A mutual fund scheme cannot invest more than 15.00% of its NAV in approvals, consents or other authorisations, which may be required debt instruments issued by a single company which are rated not below under applicable statutory and/or regulatory requirements to invest investment grade by a credit rating agency authorised to carry out such in debentures; and (c) Applications made by them do not exceed the activity. Such investment limit may be extended to 20.00% of the NAV investment limits or maximum number of NCDs that can be held of the scheme with the prior approval of the board of trustees and the by them under applicable statutory and or regulatory provisions. board of asset management company. Failing this, our Company reserves the right to accept or reject any Applications for Allotment of the NCDs in physical form in whole or A separate Application can be made in respect of each scheme of an in part, in either case, without assigning any reason therefor. Indian mutual fund registered with SEBI and such Applications shall not be treated as multiple Applications. Applications made by the 14. Applications by Public Financial Institutions or statutory AMCs or custodians of a Mutual Fund shall clearly indicate the name corporations, which are authorized to invest in the NCDs of the concerned scheme for which the Application is being made. Applications by Public Financial Institutions or statutory corporation An Applications Forms by a mutual fund registered with SEBI for for Allotment of the NCDs in physical form must be accompanied by Allotment of the NCDs in physical form must be also accompanied certified true copies of: (i) any Act/rules under which such Applicant by certified true copies of (i) its SEBI registration certificates (ii) the is incorporated; (ii) a resolution of the board of directors of such trust deed in respect of such mutual fund (ii) a resolution authorising Applicant authorising investments; and (iii) specimen signature of investment and containing operating instructions and (iii) specimen authorized persons of such Applicant. Failing this, our Company signatures of authorized signatories. Failing this, our Company reserves the right to accept or reject any Applications for Allotment of reserves the right to accept or reject any Application from a Mutual the NCDs in physical form in whole or in part, in either case, without Fund for Allotment of the NCDs in physical form in whole or in part, assigning any reason therefor. in either case, without assigning any reason therefor. 15. Applications made by companies, bodies corporate and 10. Application by Scheduled Banks, Co-operative Banks and societies registered under the applicable laws in India RRBs Applications made by companies, bodies corporate and registered Scheduled Banks, Co-operative Banks and RRBs can apply in societies for Allotment of the NCDs in physical form must be this Issue based upon their own investment limits and approvals. accompanied by certified true copies of: (i) any Act/rules under Applications by them for Allotment of the NCDs in physical form which such Applicant is incorporated; (ii) a resolution of the board of must be accompanied by certified true copies of (i) a board resolution directors of such Applicant authorising investments; and (iii) specimen authorising investments; and (ii) a letter of authorisation. Failing this, signature of authorized persons of such Applicant. Failing this, our our Company reserves the right to accept or reject any Application for Company reserves the right to accept or reject any Applications for Allotment of the NCDs in physical form in whole or in part, in either Allotment of the NCDs in physical form in whole or in part, in either case, without assigning any reason therefor. case, without assigning any reason therefor. 11. Application by Insurance Companies 16. Indian scientific and/ or industrial research organizations, In case of Applications for Allotment of the NCDs in physical form which are authorized to invest in the NCDs made by an Insurance Company, a certified copy of its certificate of Applications by scientific and/ or industrial research organisations registration issued by IRDA must be lodged along with Application which are authorised to invest in the NCDs must be accompanied by Form. The Applications must be accompanied by certified copies of (i) certified true copies of: (i) any Act/rules under which such Applicant its Memorandum and Articles of Association; (ii) a power of attorney is incorporated; (ii) a resolution of the board of directors of such (iii) a resolution authorising investment and containing operating Applicant authorising investments; and (iii) specimen signature of instructions; and (iv) specimen signatures of authorized signatories. authorized persons of such Applicant. Failing this, our Company Failing this, our Company reserves the right to accept or reject any reserves the right to accept or reject any Applications for Allotment of Application for Allotment of the NCDs in physical form in whole or in the NCDs in physical form in whole or in part, in either case, without part, in either case, without assigning any reason therefor. assigning any reason therefor. 12. Applications by Alternative Investments Funds 17. Partnership firms formed under applicable Indian laws in Applications made by an Alternative Investments Fund eligible to the name of the partners and Limited Liability Partnerships invest in accordance with the Securities and Exchange Board of India formed and registered under the provisions of the Limited (Alternate Investment Funds) Regulations, 2012, must be accompanied Liability Partnership Act, 2008 by certified true copies of: (i) the SEBI registration certificate of Applications made by partnership firms and limited liability such Alternative Investment Fund; (ii) a resolution authorising the partnerships formed and registered under the Limited Liability

MUTHOOT FINANCE LIMITED 9 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Partnership Act, 2008 must be accompanied by certified true copies (i) Persons ineligible to contract under applicable statutory/ of: (i) the partnership deed for such Applicants; (ii) any documents regulatory requirements. evidencing registration of such Applicant thereof under applicable In case of Applications for Allotment of the NCDs in dematerialised statutory/regulatory requirements; (iii) a resolution authorizing the form, the Registrar shall verify the above on the basis of the records investment and containing operating instructions; and (iv) specimen provided by the Depositories based on the DP ID and Client ID signature of authorized persons of such Applicant. Failing this, our provided by the Applicants in the Application Form and uploaded onto Company reserves the right to accept or reject any Applications for the electronic system of the Stock Exchanges by the Members of the Allotment of the NCDs in physical form in whole or in part, in either Syndicate or the Trading Members, as the case may be. case, without assigning any reason therefor. 22. Payment instructions 18. Applications under a power of attorney by limited companies, Payment mechanism for ASBA Applicants corporate bodies and registered societies An ASBA Applicant shall specify details of the ASBA Account In case of Applications made pursuant to a power of attorney by Number in the Application Form and the relevant SCSB shall block an Applicants from Category I, a certified copy of the power of attorney amount equivalent to the Application Amount in the ASBA Account or the relevant resolution or authority, as the case may be, along with specified in the Application Form. Upon receipt of an intimation from a certified copy of the memorandum of association and articles of the Registrar, the SCSBs shall, on the Designated Date, transfer such association and/or bye laws must be lodged along with the Application blocked amount from the ASBA Account to the Public Issue Account Form. Failing this, our Company reserves the right to accept or reject in terms of the Escrow Agreement. The balance amount remaining any Application in whole or in part, in either case, without assigning after the finalisation of the Basis of Allotment shall be unblocked by any reason therefor. the SCSBs on the basis of the instructions issued in this regard by the In case of Applications made pursuant to a power of attorney by Registrar to the respective SCSB within 12 (twelve) Working Days of Applicants from Category II and Category III, a certified copy of the the Issue Closing Date. The Application Amount shall remain blocked power of attorney must be lodged along with the Application Form. in the ASBA Account until transfer of the Application Amount to the In case of physical ASBA Applications made pursuant to a power of Public Issue Account, or until withdrawal/ failure of the Issue or until attorney, a certified copy of the power of attorney must be lodged along rejection of the ASBA Application, as the case may be. with the Application Form. Failing this, our Company, in consultation Payment mechanism for non ASBA Applicants with the Lead Manager, reserves the right to reject such Applications. We shall open Escrow Accounts with one or more Escrow Collection Our Company, in its absolute discretion, reserves the right to relax Banks in whose favour the Applicants (except for ASBA Applicants) the above condition of attaching the power of attorney along with shall draw cheques or demand drafts. All Applicants would be required the Application Forms subject to such terms and conditions that to pay the full Application Amount at the time of the submission of our Company and the Lead Manager may deem fit. the Application Form. Cheques or demand drafts for the Application 19. Applications by provident funds, pension funds, Amount received from Applicants would be deposited by the Members superannuation funds and gratuity funds which are of the Syndicate and Trading Members, as the case may be, in the authorized to invest in the NCDs Escrow Accounts. Applications by provident funds, pension funds, superannuation Details of the branches of the Escrow Collection Banks where the funds and gratuity funds which are authorised to invest in the NCDs, Application Forms along with cheques/ demand drafts submitted by for Allotment of the NCDs in physical form must be accompanied a non-ASBA Applicants shall be deposited by the Members of the by certified true copies of: (i) any Act/rules under which they are Syndicate and Trading Members are available on the website of the incorporated; (ii) a power of attorney, if any, in favour of one or Lead Manager at www.icicisecurities.com. A link to the said web more trustees thereof, (ii) a board resolution authorising investments; pages shall also be available on the website of BSE at www.bseindia. (iii) such other documents evidencing registration thereof under com. A link shall also be provided to the above mentioned websites in applicable statutory/regulatory requirements; (iv) specimen signature the Application Form as well. of authorized person; (v) a certified copy of the registered instrument Each Applicant (except for ASBA Applicants) shall draw a cheque or for creation of such fund/trust; and (vi) any tax exemption certificate demand draft for the Application Amount as per the following terms: issued by Income Tax authorities. Failing this, our Company reserves a) The payment instruments from the Applicants shall be payable the right to accept or reject any Applications for Allotment of the NCDs into the Escrow Account drawn in favour of “Escrow Account in physical form in whole or in part, in either case, without assigning Muthoot Finance NCD Public Issue”. any reason therefor. b) Payments should be made by cheque, or a demand draft drawn 20. Applications by National Investment Funds on any bank (including a co-operative bank), which is situated at, Application made by a National Invest Fund for Allotment of the and is a member of or sub-member of the bankers’ clearing house NCDs in physical form must be accompanied by certified true copies located at the centre where the Application Form is submitted. of: (i) a resolution authorising investment and containing operating Outstation cheques/bank drafts drawn on banks not participating instructions; and (ii) specimen signatures of authorized persons. in the clearing process will not be accepted and Applications Failing this, our Company reserves the right to accept or reject any accompanied by such cheques or bank drafts are liable to be Applications for Allotment of the NCDs in physical form in whole or rejected. in part, in either case, without assigning any reason therefor. c) The monies deposited in the Escrow Account will be held for the 21. Applications cannot be made by: benefit of the Applicants until the Designated Date. (a) Minors without a guardian name (A guardian may apply on d) On the Designated Date, the Escrow Collection Banks shall behalf of a minor. However, the name of the guardian will need to transfer the funds from the Escrow Account as per the terms of be mentioned on the Application Form); the Escrow Agreement and thisProspectus into the Public Issue (b) Foreign nationals; Account. The Escrow Collection Bank shall also, upon receipt of (c) Persons resident outside India; instructions from the Lead Manager and the Registrar, transfer all (d) Foreign Institutional Investors; amounts payable to Applicants, who have not been allotted NCDs (e) Non Resident Indians; to the Refund Accounts. (f) Qualified Foreign Investors; Please note that Applicants from Category I can also pay (g) Overseas Corporate Bodies; Application Amounts through the RTGS mechanism. (h) Foreign Venture Capital Funds; Applicants should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement between our

10 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Company, the Lead Manager, the Escrow Collection Banks and the active DP ID, Client ID and PAN provided in the Application Registrar to facilitate collections from the Applicants. Form, and as entered into the electronic Application system of Please note that Applications accompanied by Application Amounts in the Stock Exchange by SCSBs, the Members of the Syndicate cash/ stock invest/ money orders/ postal orders will not be accepted. at the Syndicate ASBA Application Locations and the Trading The Escrow Collection Banks will act in terms of the Prospectus Members, as the case may be, the Registrar will obtain from and the Escrow Agreement. The Escrow Collection Banks shall not the Depository the Demographic Details. Invalid accounts, exercise any lien whatsoever over the monies deposited therein. It is suspended accounts or where such account is classified as invalid mandatory for our Company to keep the proceeds of the Issue in an or suspended may not be considered for Allotment of the NCDs. escrow account until the documents for creation of security as stated (g) ASBA Applicants must ensure that their Application Forms are: in the Prospectus are executed. (i) made in a single name; and 23. Additional information for Applicants (ii) completed in full, in BLOCK LETTERS in ENGLISH and in 1. Application Forms submitted by Applicants (except for Applicants accordance with the instructions contained in the Prospectus and applying for the NCDs in physical form) whose beneficiary in the Application Form. accounts are inactive shall be rejected. (h) If the ASBA Account holder is different from the ASBA 2. For ASBA Applicants, no separate receipts will be issued for the Applicant, the Application Form should be signed by the ASBA money blocked on the submission of Application Form. However, Account holder also, in accordance with the instructions provided the collection centre of the Members of the Syndicate or the SCSB in the Application Form. or the Trading Member, as the case may be, will acknowledge the (i) All Applicants are required to tick the relevant column in the receipt of the Application Forms by stamping and returning to the “Category of Investor” box in the Application Form. Applicant the acknowledgement slip. This acknowledgement slip (j) Applications for all the Options of the NCDs may be made in a will serve as the duplicate of the Application Form for the records single Application Form only. of the Applicant. (k) All Applicants are required to tick the relevant box of the “Mode 3. Applications should be submitted on the Application Form only. of Application” in the Application Form, choosing either the In the event that physical Application Forms do not bear the stamp ASBA or Non-ASBA mechanism. of the Members of the Syndicate/ Trading Member or the relevant 28. Applicants’ PAN, Depository Account and Bank Account Designated Branch, they are liable to be rejected. Details 24. Applicants are advised not to submit Application Forms ALL APPLICANTS APPLYING FOR ALLOTMENT OF THE to Escrow Collection Banks and the same will be rejected NCDS IN DEMATERIALISED FORM SHOULD MENTION THEIR in such cases and the Applicants will not be entitled to any DP ID, CLIENT ID AND PAN IN THE APPLICATION FORM. compensation whatsoever. APPLICANTS MUST ENSURE THAT THE DP ID, CLIENT ID 25. Filing of the Prospectus with ROC AND PAN GIVEN IN THE APPLICATION FORM IS EXACTLY A copy of the Prospectus shall be filed with the ROC in terms of section THE SAME AS THE DP ID, CLIENT ID AND PAN AVAILABLE 56 and section 60 of the Companies Act and other relevant provisions IN THE DEPOSITORY DATABASE. IF THE BENEFICIARY of the Companies Act, 2013 applicable as on the date of theProspectus. ACCOUNT IS HELD IN JOINT NAMES, THE APPLICATION 26. Pre-Issue Advertisement FORM SHOULD CONTAIN THE NAME AND PAN OF BOTH Our Company will issue a statutory advertisement on or before the THE HOLDERS OF THE BENEFICIARY ACCOUNT AND Issue Opening Date. This advertisement will contain the information SIGNATURES OF BOTH HOLDERS WOULD BE REQUIRED IN as prescribed under the SEBI Debt Regulations and Section 30 of the THE APPLICATION FORM. Companies Act, 2013. Material updates, if any, between the date of On the basis of the DP ID, Client ID and PAN provided by them in filing of the Prospectus with the ROC and the date of release of this the Application Form, the Registrar will obtain from the Depository statutory advertisement will be included in the statutory advertisement. the Demographic Details of the Applicants including PAN and MICR code. These Demographic Details would be used for giving Allotment 27. Instructions for completing the Application Form Advice and refunds (for non-ASBA Applicants), if any, to the (a) Applications must be made in the prescribed Application Form. Applicants. Hence, Applicants are advised to immediately update their (b) Application Forms are to be completed in full, in BLOCK Demographic Details (including bank account details) as appearing on LETTERS in ENGLISH and in accordance with the instructions the records of the Depository Participant and ensure that they are true contained in the Prospectus and the Application Form. Incomplete and correct. Please note that failure to do so could result in delays Application Forms are liable to be rejected. Applicants should in despatch/ credit of refunds to Applicants, delivery of Allotment note that the Members of the Syndicate, or the Trading Members, Advice or unblocking of ASBA Accounts at the Applicants’ sole risk, as appropriate, will not be liable for errors in data entry due to and neither the Members of the Syndicate nor the Trading Members, incomplete or illegible Application Forms. nor the Registrar, nor the Escrow Collection Banks, nor the SCSBs, nor (c) Applications are required to be for a minimum of such NCDs our Company shall have any responsibility and undertake any liability and in multiples of such NCDs thereafter as specified in the for the same. Prospectus. Applicants applying for Allotment of the NCDs in dematerialized form (d) Thumb impressions and signatures other than in the languages may note that in case the DP ID, Client ID and PAN mentioned in the specified in the Eighth Schedule in the Constitution of India Application Form, as the case may be and entered into the electronic must be attested by a Magistrate or a Notary Public or a Special Application system of the Stock Exchanges by the Members of the Executive Magistrate under official seal. Syndicate, the Trading Members or the SCSBs, as the case may be, do not match with the DP ID, Client ID and PAN available in the (e) Applications should be in single or joint names and not exceeding Depository database or in case PAN is not available in the Depository three names, and in the same order as their Depository Participant database, the Application Form is liable to be rejected and our details (in case of Applicants applying for Allotment of the NCDs Company, and the Members of the Syndicate shall not be liable for in dematerialized form) and Applications should be made by losses, if any. Karta in case the Applicant is an HUF. These Demographic Details would be used for all correspondence (f) Applicants applying for Allotment in dematerialised for must with the Applicants including mailing of the Allotment Advice and provide details of valid and active DP ID, Client ID and PAN printing of bank particulars on the refund orders or for refunds through clearly and without error. On the basis of such Applicant’s electronic transfer of funds, as applicable. The Demographic Details

MUTHOOT FINANCE LIMITED 11 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS given by Applicants in the Application Form would not be used for any number, PAN, Applicant category, DP ID, Client ID, number other purpose by the Registrar except in relation to the Issue. and Option(s) of NCDs applied, Application Amounts, details By signing the Application Form, Applicants applying for the NCDs of payment instruments (for non – ASBA Applications) and any in dematerialised form would be deemed to have authorised the other details that may be prescribed by the online uploading Depositories to provide, upon request, to the Registrar, the required platform of the Stock Exchange. Demographic Details as available on its records. (e) A system generated TRS will be given to the Applicant as a Refund orders/ Allotment Advice would be mailed by speed post or proof of the registration of his Application. It is the Applicant’s registered post at the address of the Applicants as per the Demographic responsibility to obtain the TRS from the SCSBs, Members of Details received from the Depositories. Applicants may note that the Syndicate or the Trading Members, as the case may be. The delivery of refund orders/ Allotment Advice may get delayed if the registration of the Applications by the SCSBs, Members of the same once sent to the address obtained from the Depositories are Syndicate or Trading Members does not guarantee that the NCDs returned undelivered. In such an event, the address and other details shall be allocated/ Allotted by our Company.Such TRS will be given by the Applicant (other than ASBA Applicants) in the Application non-negotiable and by itself will not create any obligation of any Form would be used only to ensure dispatch of refund orders. Further, kind. please note that any such delay shall be at such Applicants’ sole risk (f) The permission given by the Stock Exchange to use their network and neither our Company, Escrow Collection Banks, Registrar nor and software of the online system should not in any way be the Lead Manager shall be liable to compensate the Applicant for deemed or construed to mean that the compliance with various any losses caused to the Applicants due to any such delay or liable to statutory and other requirements by our Company, and/or the pay any interest for such delay. In case of refunds through electronic Lead Manager are cleared or approved by the Stock Exchange; nor modes as detailed in the Prospectus, refunds may be delayed if bank does it in any manner warrant, certify or endorse the correctness particulars obtained from the Depository Participant are incorrect. or completeness of any of the compliance with the statutory and In case of Applications made under powers of attorney, our Company other requirements nor does it take any responsibility for the in its absolute discretion, reserves the right to permit the holder of financial or other soundness of our Company, the management or a power of attorney to request the Registrar that for the purpose of any scheme or project of our Company; nor does it in any manner printing particulars on the refund order and mailing of the refund warrant, certify or endorse the correctness or completeness of orders/Allotment Advicethrough speed post or registered post, the any of the contents of the Prospectus; nor does it warrant that Demographic Details obtained from the Depository of the Applicant the NCDs will be listed or will continue to be listed on the Stock shall be used. Exchange. In case no corresponding record is available with the Depositories, (g) In case of apparent data entry error by either the Members of the which matches the three parameters, namely, DP ID, Client ID and Syndicate or the Trading Members, in entering the Application PAN, then such Applications are liable to be rejected. Form number in their respective schedules, other things 29. Electronic registration of Applications remaining unchanged, the Application Form may be considered (a) The Members of the Syndicate, SCSBs and Trading Members as valid and such exceptions may be recorded in minutes of the will register the Applications using the on-line facilities of Stock meeting submitted to the Designated Stock Exchange. Exchange. The Lead Manager, our Company, and the Registrar (h) Only Applications that are uploaded on the online system of the are not responsible for any acts, mistakes or errors or omission Stock Exchange shall be considered for Allotment. The Members and commissions in relation to (i) the Applications accepted by of the Syndicate, Trading Members and the Designated Braches the SCSBs and Trading Members, (ii) the Applications uploaded of the SCSBs shall capture all data relevant for the purposes of by the SCSBs and the Trading Members, (iii) the Applications finalizing the Basis of Allotment while uploading Application accepted but not uploaded by the SCSBs or the Trading Members, data in the electronic systems of the Stock Exchange. In order that (iv) with respect to ASBA Applications accepted and uploaded the data so captured is accurate the Members of the Syndicate, by the SCSBs without blocking funds in the ASBA Accounts or Trading Members and the Designated Braches of the SCSBs will (iv) with respect to ASBA Applications accepted and uploaded be given up to one Working Day after the Issue Closing Date by Members of the Syndicate at the Syndicate ASBA Application to modify/ verify certain selected fields uploaded in the online Locations for which the Application Amounts are not blocked by system during the Issue Period after which the data will be sent the SCSBs. to the Registrar for reconciliation with the data available with the (b) The Stock Exchange will offer an electronic facility for registering NSDL and CDSL. Applications for the Issue. This facility will be available on the GENERAL INSTRUCTIONS terminals of Members of the Syndicate, Trading Members and the SCSBs during the Issue Period. On the Issue Closing Date, the 30. Do’s Members of the Syndicate, Trading Members and the Designated • Check if you are eligible to apply; Branches of the SCSBs shall upload the Applications till such time • Read all the instructions carefully and complete the Application as may be permitted by the Stock Exchange. This information Form; will be available with the Members of the Syndicate, Trading • If the Allotment of the NCDs is sought in dematerialized form, Members and the Designated Branches of the SCSBs on a regular ensure that the details about Depository Participant and beneficiary basis. Applicants are cautioned that a high inflow of high volumes account are correct and the beneficiary account is active; on the last day of the Issue Period may lead to some Applications • Applications are required to be in single or joint names (not more received on the last day not being uploaded and such Applications than three); will not be considered for allocation. • In case of an HUF applying through its Karta, the Applicant is (c) Based on the aggregate demand for Applications registered required to specify the name of an Applicant in the Application on the electronic facilities of the Stock Exchange, a graphical Form as ‘XYZ Hindu Undivided Family applying through PQR’, representation of consolidated demand for the NCDs, as available where PQR is the name of the Karta; on the websites of the Stock Exchange, would be made available • Ensure that Applications are submitted to the Members of the at the Application centres as provided in the Application Form Syndicate, Trading Members or the Designated Branches of the during the Issue Period. SCSBs, as the case may be, before the closure of application hours (d) At the time of registering each Application, SCSBs, the Members on the Issue Closing Date; of the Syndicate and Trading Members, as the case may be, shall enter the details of the Applicant, such as the Application Form • Ensure that the Application Forms (for non-ASBA Applicants) are

12 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS submitted at the collection centres provided in the Application are made; Forms, bearing the stamp of a Member of the Syndicate or a • All Applicants are requested to tick the relevant column“Category Trading Members of the Stock Exchange, as the case may be; of Investor” in the Application Form; and • Information provided by the Applicants in the Application Form • Tick the Option of NCDs in the Application Form that you wish to will be uploaded on to the online platform of the Stock Exchange apply for. by the Members of the Syndicate and Trading Members, as the case 31. Don’ts may be, and the electronic data will be used to make allocation/ • Do not apply for lower than the minimum Application size; Allotment. The Applicants should ensure that the details are correct • Do not pay the Application amount in cash, by money order, postal and legible; order, stock invest; • Ensure that the Applicant’s names (for Applications for the NCDs • Do not send the Application Forms by post; instead submit the in dematerialised form) given in the Application Form is exactly same to the Members of the Syndicate and Trading Members (as the same as the names in which the beneficiary account is held the case may be) only; with the Depository Participant. In case the Application Form is • Do not submit the GIR number instead of the PAN as the Application submitted in joint names, ensure that the beneficiary account is also is liable to be rejected on this ground; held in same joint names and such names are in the same sequence • Do not submit incorrect details of the DP ID, Client ID and PAN or in which they appear in the Application Form; provide details for a beneficiary account which is suspended or for • Ensure that you have funds equal to or more than the Application which details cannot be verified by the Registrar; Amount in your ASBA Account before submitting the Application • Do not fill up the Application Form such that the NCDs applied for Form for ASBA Applications; exceeds the Issue size and/or investment limit or maximum number • Ensure that you mention your PAN in the Application Form. of NCDs that can be held under the applicable laws or regulations Incase of joint applicants,the PAN of all the Applicants should or maximum amount permissible under the applicable regulations; be provided, and for HUFs,PAN of the HUF should be provided. • Do not submit Applications on plain paper or on incomplete or Any Application Form without the PAN is liable to be rejected. illegible Application Forms; Applicants should not submit the GIR Number instead of the PAN • Do not submit an Application in case you are not eligible to acquire as the Application is liable to be rejected onthis ground; the NCDs under applicable law or your relevant constitutional Except for Application (i) on behalf of the Central or State documents or otherwise; Government and officials appointed by the courts, and (ii) (subject to • Do not submit the Application Forms without the Application the circular dated April 3, 2008 issued by SEBI) from the residents Amount; and of the state of Sikkim, each of the Applicants should provide their • Do not apply if you are not competent to contract under the Indian PAN. Application Forms in which the PAN is not provided will be Contract Act, 1872. rejected. The exemption for the Central or State Government and Additional instructions specific for ASBA Applicants officials appointed by the courts and for investors residing in the State of Sikkim is subject to (a) the Demographic Details received 32. Do’s from the respective depositories confirming the exemption granted • Before submitting the physical Application Form with the Member to the beneficiary owner by a suitable description in the PAN field of the Syndicate at the Syndicate ASBA Application Locations and the beneficiary account remaining in “active status”; and (b) in ensure that the SCSB, whose name has been filled in the Application the case of residents of Sikkim, the address as per the demographic Form, has named a branch in that centre; details evidencing the same. • For ASBA Applicants applying through Syndicate ASBA, ensure • Ensure that the Demographic Details (for Applications for the that your Application Form is submitted to the Members of the NCDs in dematerialised form) as provided in the Application Form Syndicate at the Syndicate ASBA Application Locations and not are updated, true and correct in all respects; to the Escrow Collection Banks (assuming that such bank is not a • Ensure that you request for and receive a TRS for all your SCSB), to our Company, the Registrar or Trading Members; Applications and an acknowledgement as a proof of having been • For ASBA Applicants applying through the SCSBs, ensure that accepted; your Application Form is submitted at a Designated Branch of • Ensure that you have obtained all necessary approvals from the SCSB where the ASBA Account is maintained, and not to the the relevant statutory and/or regulatory authorities to apply for, Escrow Collection Banks (assuming that such bank is not a SCSB), subscribe to and/or seek Allotment of the NCDs; to our Company, the Registrar or the Members of the Syndicate or • Ensure that signatures other than in the languages specified in Trading Members; the Eighth Schedule to the Constitution of India is attested by a • Ensure that the Application Form is signed by the ASBA Account Magistrate or a Notary Public or a Special Executive Magistrate holder in case the ASBA Applicant is not the account holder; under official seal; • Ensure that you have mentioned the correct ASBA Account number • Ensure that your Application Form bears the stamp of the relevant in the Application Form; SCSB, Trading Members or the Members of the Syndicate to whom • Ensure that you have funds equal to the Application Amount in the Application is submitted; the ASBA Account before submitting the Application Form to the • In the event that you are submitting an Application Form to a respective Designated Branch, or to the Members of the Syndicate Trading Member, ensure that he is located in a town/ city that at the Syndicate ASBA Application Locations, or to the Trading has a designated branch of the Escrow Collection Banks (a list of Members, as the case may be; such locations are available on the websites of Stock Exchange, the • Ensure that you have correctly ticked, provided or checked the Company and Lead Manager, a link for the same being available in authorisation box in the Application Form, or have otherwise the Application Form); provided an authorisation to the SCSB via the electronic mode, • Ensure that you receive a TRS from a designated branch of an for the Designated Branch to block funds in the ASBA Account SCSB, a Trading Member or from the Members of the Syndicate, as equivalent to the Application Amount mentioned in the Application the case may be, for the submission and upload of your Application Form; and Form into the electronic platform of the Stock Exchange; • Ensure that you receive an acknowledgement from the Designated • Applicants (other than ASBA Applicants) are requested to write the Branch or the concerned member of the Syndicate, or the Trading sole/ first Applicant’s name, his phone number and the Application Member, as the case may be, for the submission of the Application number on the reverse of the instruments by which the payments Form.

MUTHOOT FINANCE LIMITED 13 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS 33. Don’ts for Allotment of the NCDs in physical form, which are not • Do not make payment of the Application Amounts in any mode accompanied with the aforestated documents, may be rejected at other than through blocking of the Application Amounts in the the sole discretion of our Company. ASBA Accounts shall not be accepted under the ASBA process; In relation to the issuance of the NCDs in physical form, please note • Do not submit the Application Form with a Member of the Syndicate the following: at a location other than the Syndicate ASBA Application Locations; 1. An Applicant has the option to seek Allotment of NCDs in either • Do not submit non-ASBA Application Forms to any of the collection dematerialised or physical mode. No partial Application for the centres of the Escrow Collection Banks or to the Registrar or NCDs shall be permitted and is liable to be rejected. directly to the Company; 2. In case of NCDs that are being issued in physical form, our • Do not send your physical Application Form by post. Instead submit Company will issue one certificate to the holders of the NCDs for the same with a Designated Branch or a member of the Syndicate at the aggregate amount of the NCDs for each of the Options that are the Syndicate ASBA Application Locations, or a Trading Member, applied for (each such certificate a“Consolidated NCD Certificate”). as the case may be; and 3. Any Applicant who provides the Depository Participant details in • Do not submit more than five Application Forms per ASBA the Application Form shall be Allotted the NCDs in dematerialised Account. for monly. Such Applicant shall not be Allotted the NCDs in 34. Additional instructions specific for Applicants seeking physical form. Allotment of the NCDs in physical form 4. Our Company shall dispatch the Consolidated NCD Certificate to Any Applicant who wishes to subscribe to the NCDs in physical the address of the Applicant provided in the Application Form. formshall undertake the following steps: The Members of the Syndicate and the Trading Members of the Stock • Please apply for Allotment of NCDs under Option I, or Option Exchange shall ensure they shall accept Application Forms only II, or Option III, or Option IV, Option V, or Option VIin in such cities/ towns where the designated branches of the Escrow physical form. Collection Banks are available. Details of the branches of the Escrow Our Company would allot Option IV Secured NCDs to all valid Banks where the Application Form along with the cheque/ demand applications, wherein the applicants have selected only Secured draft submitted by a Non ASBA applicant shall be deposited by the NCDs, but have not indicated their choice of the relevant options Members of the Syndicate and Trading Members are available on the of the Secured NCDs (Option I, Option II, Option III, Option IV, websites of the Lead Manager at www.icicisecurities.com.A link to the Option V and Option VI). said web pages shall also be available on the website of BSE at www. Our Company would allot Option IV Secured NCDs to all valid bseindia.com. A link shall also be provided to the above mentioned applications, wherein the applicants have neither selected Secured websites in the Application Forms as well. NCDs nor Unsecured NCDs. 35. Submission of Application Forms • Please complete the Application Form in all respects,by providing For details in relation to the manner of submission of Application Forms, all the information including PAN and Demographic Details. see the section titled “Issue Procedure – Methods of Application” at However, do not provide the Depository Participant details in page 243 of the Prospectus. the Application Form. The requirement for providing Depository OTHER INSTRUCTIONS Participant details shall be mandatory only for the Applicants who wish to subscribe to the NCDs in dematerialised form. 36. Joint Applications • Please provide the following documents along with the Application Applications may be made in single or joint names (not exceeding Form: three). In the case of joint Applications, all payments will be made out (a) Self-attested copy of the PAN card; in favour of the first Applicant. All communications will be addressed (b) Self-attested copy of your proof of residence. Any of the following to the first named Applicant whose name appears in the Application documents shall be considered as a verifiable proof of residence: Form and at the address mentioned therein. • ration card issued by the GoI; or 37. Additional/ Multiple Applications • valid driving license issued by any transport authority of the An Applicant is allowed to make one or more Applications for Republic of India;or the NCDs for the same or other Options of NCDs, subject to a • electricity bill (not older than three months);or minimum Application size of ` 10,000.00 and in multiples of ` 1,000.00 thereafter(for all options of NCDs, namely Option I, Option • landline telephone bill (not older than three months); or II, Option III, Option IV, Option V, Option VI, Option VII, Option • valid passport issued by the GoI;or VIII, Option IX, Option X and Option XI either taken individually • voter’s identity card issued by the GoI;or or collectively), for each Application. Any Application for an amount • passbook or latest bank statement issued by a bank operating in below the aforesaid minimum Application size will be deemed as an India;or invalid Application and shall be rejected. However, any Application • registered leave and license agreement or agreement for sale or rent made by any person in his individual capacity and an Application agreement or flat maintenance bill; or made by such person in his capacity as a Karta of an HUF and/or as • AADHAR letter; or joint Applicant (second or third applicant), shall not be deemed to be (c) Self-attested copy of a cancelled cheque of the bank account to multiple Applications. which the amounts pertaining to payment of refunds, interest and 38. Depository Arrangements redemption, as applicable, should be credited. We have made depository arrangements with NSDL and CDSL for In absence of the cancelled cheque, our Company may reject the issue and holding of the NCDs in dematerialised form. In this context: Application or it may consider the bank details as given on the (i) Tripartite Agreements dated December 8, 2010 and August Application Form at its sole discretion. In such case the Company, 25, 2006, between us, the Registrar and CDSL and NSDL, Lead Manager and Registrar shall not be liable for any delays/ respectively have been executed, for offering depository option to errors in payment of refund and/ or interest. the Applicants. The Applicant shall be responsible for providing the above (ii) It may be noted that NCDs in electronic form can be traded only information accurately. Delays or failure in credit of the payments on stock exchanges having electronic connectivity with NSDL or due to in accurate details shall be at the sole risk of the Applicants CDSL. The Stock Exchanges have connectivity with NSDL and and neither the Lead Manager nor our Company shall have any CDSL. responsibility and undertake any liability for the same. Applications

14 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS (iii) Interest or other benefits with respect to the NCDs held in • Date of birth for the sole/ first Applicant for persons applying dematerialised form would be paid to those NCD holders whose for Allotment of NCDs in physical form not mentioned in the names appear on the list of beneficial owners given by the Application Form; Depositories to us as on Record Date. In case of those NCDs for • GIR number mentioned in the Application Form instead of PAN; which the beneficial owner is not identified by the Depository • Applications for amounts greater than the maximum permissible as on the Record Date/ book closure date, we would keep in amounts prescribed by applicable regulations; abeyance the payment of interest or other benefits, till such time • Applications by persons/entities who have been debarred from that the beneficial owner is identified by the Depository and accessing the capital markets by SEBI; conveyed to us, whereupon the interest or benefits will be paid to • Applications by any persons outside India; the beneficiaries, as identified, within a period of 30 days. • For Applications for Allotment in dematerialised form, DP ID, (iv) The trading of the NCDs shall be in dematerialized form only. Client ID and PAN mentioned in the Application Form do not match For further information relating to Applications for Allotment of the with the Depository Participant ID, Client ID and PAN available in NCDs in dematerialised form, see the sections titled “Issue Procedure – the records with the depositories; Methods of Application” and “Issue Procedure – General Instructions” • In case of Applicants applying for the NCDs in physical form, if the at pages 243 and 253 of the Prospectus, respectively. addressof the Applicant is not provided in the Application Form; 39. Communications • Applications by persons who are not eligible to acquire the NCDs All future communications in connection with Applications made in terms of applicable laws, rules, regulations, guidelines and in the Issue should be addressed to the Registrar quoting all relevant approvals; details as regards the Applicant and its Application. • Copyof KYCdocuments notprovidedin caseof optionto holdNCDsin Applicants can contact our Compliance Officer as well as the contact physical form; persons of our Company/ Lead Manager or the Registrar in case of any • Application Forms from ASBA Applicants not being signed by the Pre-Issue related problems. In case of Post-Issue related problems such ASBA Account holder, if the account holder is different from the as non-receipt of Allotment Advice/ credit of NCDs in depository’s Applicant; beneficiary account/ refund orders, etc., applicants may contact our Compliance Officer as well as the contact persons of our Company/ • Applications for an amount below the minimum Application size; Lead Manager or Registrar. Please note that Applicants who have • ASBA Applications not having details of the ASBA Account to be applied for the NCDs through Trading Members should contact the blocked; Stock Exchange in case of any Post-Issue related problems, such as • With respect to ASBA Applications, inadequate funds in the ASBA non-receipt of Allotment Advice / credit of NCDs in depository’s Account to enable the SCSB to block the Application Amount beneficiary account/ refund orders, etc. specified in the Application Form at the time of blocking such Application Amount in the ASBA Account or no confirmation is 40. Rejection of Applications received from the SCSB for blocking of funds; The Board of Directors and/or any committee of our Company • Applications where clear funds are not available in Escrow reserves its full, unqualified and absolute right to accept or reject any Accounts as per final certificates from Escrow Collection Banks; Application in whole or in part and in either case without assigning • Applications by persons prohibited from buying, selling or dealing any reason thereof. in shares, directly or indirectly, by SEBI or any other regulatory Application may be rejected on one or more technical grounds, authority; including but not restricted to: • Applications by Applicants seeking Allotment in dematerialised • Number of NCDs applied for being less than the minimum form whose demat accounts have been ‘suspended for credit’ Application size; pursuant to the circular issued by SEBI on July 29, 2010 bearing • Applications not being signed by the sole/joint Applicants; number CIR/MRD/DP/22/2010; • Applications submitted without payment of the Application • Non- ASBA Applications accompanied by more than one payment Amount; instrument; • Investor Category in the Application Form not being ticked; • Applications not uploaded on the terminals of the Stock Exchange; • Bank account details not provided in the Application Form; • Applications for Allotment of NCDs in dematerialised form providing an inoperative demat account number; • Applications by persons not competent to contract under the Indian Contract Act, 1872 including a minor without the name of a • In case of Applications under power of attorney or by limited guardian; companies, corporate, trust etc., relevant documents are not submitted along with the Application Form; • Applications by stock invest or accompanied by cash/money order/ postal order; • Applications (except for ASBA Applications) where clear funds are not available in Escrow Accounts as per final certificates from the • For ASBA Applications, where an authorization to the SCSB for Escrow Collection Banks; blocking funds in the ASBA Account has not been provided; • With respect to ASBA Applications, the ASBA Account not having • Applications uploaded after the expiry of the allocated time on the credit balance to meet the Application Amounts or no confirmation Issue Closing Date, unless extended by the Stock Exchange, as is received from the SCSB for blocking of funds; applicable; • Applications not uploaded on the terminals of the BSE; and • ASBA Applications submitted to the Members of Syndicate or Trading Members at locations other than the Syndicate ASBA • Applications for NCDs under Options VII, VIII, IX, X, and XI Application Locations or at a Designated Branch of a SCSB where seeking Allotment in physical form. the ASBA Account is not maintained, and ASBA Applications For further instructions regarding Application for the NCDs, submitted directly to an Escrow Collecting Bank (assuming that Applicants are requested to read the Application Form. such bank is not a SCSB), to our Company or the Registrar; 41. Allotment Advice/ Refund Orders • Applications made without mentioning the PAN of the Applicant, except for Applications by or on behalf of the Central or State In case of Applications other than those made through the ASBA Government and the officials appointed by the courts and by process, the unutilised portion of the Application Amounts will be investors residing in the State of Sikkim, provided such claims have refunded to the Applicant within 12 (twelve) Working Days of the been verified by the Depository Participants; Issue Closure Date through any of the following modes:

MUTHOOT FINANCE LIMITED 15 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS i. Direct Credit – Applicants having bank accounts with the Bankers (c) Interest at a rate of 15.00% per annum will be paid if the Allotment to the Issue shall be eligible to receive refunds through direct credit. has not been made and/or the refund orders have not been dispatched Charges, if any, levied by the relevant bank(s) for the same would to the Applicants within 12 Working Days from the Issue Closing be borne by us. Date, for the delay beyond 12 Working Days; and ii. NECS – Payment of refund would be done through NECS for (d) Our Company will provide adequate funds to the Registrar for this Applicants having an account at any of the centres where such purpose. facility has been made available. This mode of payment of refunds 42. Retention of oversubscription would be subject to availability of complete bank account details Our Company is making a public Issue of Secured NCDs and including the MICR code as available from the Depositories. The Unsecured NCDs aggregating upto ` 1,000 million with an option to payment of refunds through this mode will be done for Applicants retain oversubscription of NCDs up to ` 1,000 million. having a bank account at any centre where NECS facility has 43. Grouping of Applications and allocation ratio been made available (subject to availability of all information for For the purposes of the basis of allotment: crediting the refund through NECS). A. Applications received from Category I Applicants: Applications iii. NEFT – Payment of refund shall be undertaken through NEFT received from Applicants belonging to Category I shall be grouped wherever the Applicant’s bank has been assigned the Indian together, (“Institutional Portion”); Financial System Code (“IFSC”), which can be linked to a MICR, allotted to that particular bank branch. IFSC Code will be obtained B. Applications received from Category II Applicants: Applications from the website of RBI as on a date immediately prior to the date received from Applicants belonging to Category II, shall be of payment of refund, duly mapped with MICR numbers. In case grouped together, (“Non-Institutional Portion”). of online payment or wherever the Investors have registered their C. Applications received from Category III Applicants: Applications nine digit MICR number and their bank account number with the received from Applicants belonging to Category III shall be depository participant while opening and operating the demat grouped together, (“Individual Category Portion”). account, the MICR number and their bank account number will For removal of doubt, the terms “Institutional Portion”, “Non- be duly mapped with the IFSC Code of that particular bank branch Institutional Portion” and “Individual Category Portion” are and the payment of refund will be made to the Investors through individually referred to as “Portion” and collectively referred to as this method. “Portions”. iv. RTGS – If the refund amount exceeds ` 200,000, Applicants have For the purposes of determining the number of NCDs available for the option to receive refund through RTGS. Charges, if any, levied allocation to each of the abovementioned Portions, our Company by the refund bank(s) for the same would be borne by us. Charges, shall have the discretion of determining the number of NCDs to if any, levied by the Applicant’s bank receiving the credit would be be allotted over and above the Base Issue, in case our Company borne by the Applicant. opts to retain any oversubscription in the Issue upto ` 1,000million. v. For all other Applicants (not being ASBA Applicants), refund The aggregate value of NCDs decided to be allotted over and orders will be despatched through speed post/ registered post. Such above the Base Issue, (in case our Company opts to retain any refunds will be made by cheques, pay orders or demand drafts oversubscription in the Issue), and/or the aggregate value of NCDs drawn in favour of the sole/ first Applicants and payable at par. upto the Base Issue Size shall be collectively termed as the “Overall In the case of Applicants other than ASBA Applicants, applying for Issue Size”. the NCDs in dematerialised form, the Registrar will obtain from 44. Basis of Allotment the Depositories the Applicant’s bank account details, including the (a) Allotments in the first instance: MICR code, on the basis of the DP ID, Client ID and PAN provided (i) Applicants belonging to the Institutional Portion, in the first by the Applicants in their Application Forms. Accordingly, instance, will be allocated NCDs upto 5% of Overall Issue Size Applicants are advised to immediately update their details as on first come first serve basis which would be determined on the appearing on the records of their Depository Participants. Failure date of upload of their Applications in to the electronic platform to do so may result in delays in dispatch of refund orders or refunds of the Stock Exchange; through electronic transfer of funds, as applicable, and any such (ii) Applicants belonging to the Non-Institutional Portion, in the first delay will be at the Applicant’s sole risk and neither our Company, instance, will be allocated NCDs upto 5% of Overall Issue Size on the Registrar, the Escrow Collection Banks, or the Members of first come first serve basis which would be determined on the date the Syndicate, will be liable to compensate the Applicants for any of upload of their Applications in to the electronic platform of the losses caused to them due to any such delay, or liable to pay any Stock Exchange; interest for such delay. (iii) Applicants belonging to the Individual Category Portion, in the In case of ASBA Applicants, the Registrar shall instruct the first instance, will be allocated NCDs upto 90% of Overall Issue relevant SCSB to unblock the funds in the relevant ASBA Account Size on first come first serve basis which would be determined to the extent of the Application Amount specified in the Application on the date of upload of their Applications in to the electronic Forms for withdrawn, rejected or unsuccessful or partially platform of the Stock Exchange; successful ASBA Applications within 12 (twelve) Working Days of Allotments, in consultation with the Designated Stock Exchange, shall the Issue Closing Date. be made on date priority basis i.e. a first-come first-serve basis, based Our Company and the Registrar shall credit the allotted NCDs on the date of upload of each Application in to the Electronic Book to the respective beneficiary accounts/ despatch the Letters of with Stock Exchange, in each Portion subject to the Allocation Ratio Allotment or letters of regret/ Refund Orders by registered post/ indicated at the section titled “Issue Procedure – Basis of Allotment – speed post at the Applicant’s sole risk, within 12 Working Days Allotments in the first instance” at page 261 of the Prospectus. from the Issue Closing Date. We may enter into an arrangement As per the SEBI circular dated October 29, 2013, the allotment in with one or more banks in one or more cities for refund to the the Issue is required tobe made on the basis of date of upload of each account of the applicants through Direct Credit/RTGS/NEFT. application into the electronic book of the Stock Exchange. However, Further, on the date of oversubscription, the allotments should be made to the (a) Allotment of NCDs in the Issue shall be made within a time period applicants on proportionate basis. of 12 Working Days from the Issue Closure Date; (b) Under Subscription: If there is any under subscription in (b) Credit to dematerialised accounts will be given within two Working any Category, priority in Allotments will be given to the Days from the Date of Allotment; Individual Category Portion, and balance, if any, shall be first

16 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS made to applicants of the Non Institutional Portion, followed Our Company would allot Option IV Secured NCDs to all valid by the Institutional Portion on a first come first serve basis, on applications, wherein the applicants have neither selected Secured proportionate basis. NCDs nor Unsecured NCDs. (c) For each Category, all Applications uploaded on the same day Applications where the Application Amount received is greater than onto the electronic platform of the Stock Exchange would be the minimum Application Amount, and the Application Amount paid treated at par with each other. does not tally with the number of NCDs applied for may be considered (d) Minimum Allotments of 1 NCD and in multiples of 1 NCD for Allotment, to the extent of the Application Amount paid rounded thereafter would be made in case of each valid Application to all down to the nearest ` 1,000. Applicants. 45. Investor Withdrawals and Pre-closure (e) Allotments in case of oversubscription: In case of an Investor Withdrawal: Applicants are allowed to withdraw their oversubscription, allotments to the maximum extent, as possible, Applications at any time prior to the Issue Closure Date. will be made on a first-come first-serve basis and thereafter on Pre-closure: Our Company, in consultation with the Lead Manager proportionate basis, i.e. full allotment of NCDs to the Applicants reserves the right to close the Issue at any time prior to the Issue on a first come first basis up to the date falling 1 (one) day prior to Closing Date, subject to receipt of minimum subscription for NCDs the date of oversubscription and proportionate allotment of NCDs aggregating to 75% of the Base Issue. Our Company shall allot NCDs to the applicants on the date of oversubscription (based on the with respect to the Applications received at the time of such pre-closure date of upload of each Application on the electronic platform of in accordance with the Basis of Allotment as described hereinabove the Stock Exchange, in each Portion). and subject to applicable statutory and/or regulatory requirements. (f) Proportionate Allotments: For each Portion, on the date of Further, the Issue will also be withdrawn by our Company in the event oversubscription: that the aggregate Applications received for the NCDs is lesser than (i) Allotments to the Applicants shall be made in proportion to their 75% of the Base Issue. respective Application size, rounded off to the nearest integer. 46. Utilisation of Application Amounts (ii) If the process of rounding off to the nearest integer results in the The sum received in respect of the Issue will be kept in separate bank actual allocation of NCDs being higher than the Issue size, not all accounts and we will have access to such funds as per applicable Applicants will be allotted the number of NCDs arrived at after provisions of law(s), regulations and approvals. such rounding off. Rather, each Applicant whose Allotment size, Utilisation of the proceeds of the Issue prior to rounding off, had the highest decimal point would be (a) All monies received pursuant to the Issue of NCDs to public given preference. shall be transferred to a separate bank account other than the (iii) In the event, there are more than one Applicant whose entitlement bank account referred to in sub-section (3) of section 40 of the remain equal after the manner of distribution referred to above, Companies Act, 2013. our Company will ensure that the basis of allotment is finalised by (b) Details of all monies utilised out of Issue referred to in sub-item draw of lots in a fair and equitable manner. (a) shall be disclosed under an appropriate separate head in our (g) Applicant applying for more than one Options of NCDs: If an Balance Sheet indicating the purpose for which such monies had Applicant has applied for more than one Options of NCDs and been utilised. in case such Applicant is entitled to allocation of only a part (c) Details of all unutilised monies out of issue of NCDs, if any, of the aggregate number of NCDs applied for, the Option-wise referred to in sub-item (a) shall be disclosed under an appropriate allocation of NCDs to such Applicants shall be in proportion to separate head in our Balance Sheet indicating the form in which the number of NCDs with respect to each Options, applied for such unutilised monies have been invested. by such Applicant, subject to rounding off to the nearest integer, (d) We shall utilize the Issue proceeds only upon creation of security as appropriate in consultation with the Lead Manager and the as stated in the Prospectus, receipt of the listing and trading Designated Stock Exchange. approval from the Stock Exchange and on receipt of the minimum In cases of odd proportion for allotment made for applications subscription of 75% of the Base Issue. received on the date of over subscription and proportion is equal (e) The Issue proceeds shall not be utilized towards full or part among various options selected by the applicant, our Company in consideration for the purchase or any other acquisition, inter alia consultation with the Lead Manager will allot the differential one by way of a lease, of any property. NCD in the order: 47. Impersonation 1. Secured NCDs: (a) first with monthly interest payment in decreasing order of tenor; and (b) followed by annual interest Attention of the Applicants is specifically drawn to the provisions of payment in decreasing order of tenor; and (c) further followed by sub-section (1) of section 38 of the Companies Act, 2013, which is payment on maturity options in decreasing order of tenor; and reproduced below: 2. Unsecured NCDs. “Any person who: Hence using the above procedure the order of allotment for the (a) makes or abets making of an application in a fictitious name to a differential one NCD will be: III, II, I, VI, V, IV, X, IX, VIII, VII, XI. company for acquiring, or subscribing for, its securities; or All decisions pertaining to the basis of allotment of NCDs pursuant to (b) makes or abets making of multiple applications to a company the Issue shall be taken by our Company in consultation with the Lead in different names or in different combinations of his name or Manager, and the Designated Stock Exchange and in compliance with surname for acquiring or subscribing for its securities; or the aforementioned provisions of the Prospectus. (c) otherwise induces directly or indirectly a company to allot, or Our Company would allot Option IV Secured NCDs to all valid register any transfer of, securities to him, or to any other person applications, wherein the applicants have selected only Secured in a fictitious name, shall be liable for action under section 447.” NCDs, but have not indicated their choice of the relevant options of the 48. Listing Secured NCDs (Option I, Option II, Option III, Option IV, Option V, The NCDs proposed to be offered in pursuance of the Prospectus will Option VI, Option VII, Option VIII, Option IX or Option X). be listed on the BSE. We have received the in-principle approval dated Our Company would allot Option XI Unsecured NCDs to all valid March 03, 2014 from the BSE. The application for listing of the NCDs applications, wherein the applicants have selected only Unsecured will be made to the Stock Exchange at an appropriate stage. NCDs, but have not indicated their choice of Option XIof Unsecured If permissions to deal in and for an official quotation of our NCDs is NCDs. not granted by the Stock Exchange, our Company will forthwith repay, without interest, all moneys received from the applicants in pursuance

MUTHOOT FINANCE LIMITED 17 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS of the Prospectus. Our Company shall ensure that all steps for the debenture trustees of our Company, who have an existing charge over completion of the necessary formalities for listing and commencement the above mentioned assets. of trading at the Stock Exchange is taken within 12 Working Days 53. Ranking of Unsecured NCDs from the date of Allotment. The Unsecured NCDs would constitute unsecured and subordinated For the avoidance of doubt, it is hereby clarified that in the event of obligations of the Company and shall rank pari passu inter se, and non subscription to any one or more of the Options, such NCDs with subject to any obligations under applicable statutory and/or regulatory Option(s) shall not be listed. requirements. The Unsecured NCDs proposed to be issued under the 49. Undertaking by the Issuer Issue and all earlier issues of unsecured debentures outstanding in the We undertake that: books of our Company, shall rank pari passu without preference of one a) the complaints received in respect of the Issue (except for over the other except that priority for payment shall be as per applicable complaints in relation to Applications submitted to Trading date of redemption. The claims of the Unsecured NCD holders shall be Members) shall be attended to by us expeditiously and subordinated to those of the other creditors of our Company, subject satisfactorily; to applicable statutory and/or regulatory requirements. Our Company b) we shall take necessary steps for the purpose of getting the NCDs may, subject to applicable RBI requirements and other applicable listed within the specified time; statutory and/or regulatory provisions, treat the Unsecured NCDs as c) the funds required for dispatch of refund orders/ allotment advice/ Tier II capital. certificates by registered post/ speed post shall be made available 54. Debenture Redemption Reserve to the Registrar by our Company; Section 117C of the Companies Act states that any company that d) necessary cooperation to the credit rating agencies shall be intends to issue debentures must create a DRR to which adequate extended in providing true and adequate information until the amounts shall be credited out of the profits of the company until debt obligations in respect of the NCDs are outstanding; the redemption of the debentures. The MCA has, through the DRR e) we shall forward the details of utilisation of the funds raised Circular specified that the quantum of DRR to be created before the through the NCDs duly certified by our statutory auditors, to the redemption liability actually arises in normal circumstances should be Debenture Trustee at the end of each half year; ‘adequate’ to pay the value of the debentures plus accrued interest, (if not already paid), till the debentures are redeemed and cancelled. The f) we shall disclose the complete name and address of the Debenture MCA circular dated February 11, 2013 clarified that ‘the adequacy’ of Trustee in our annual report; DRR for NBFCs registered with the RBI under Section 45-lA of the g) we shall provide a compliance certificate to the Trustee (on RBI (Amendment) Act, 1997 shall be 25% of the value of debentures an annual basis) in respect of compliance with the terms and issued through a public issue as per the Debt Regulations. Accordingly conditions of issue of NCDs as contained in the Prospectus; and our Company is required to create a DRR of 25% of the value of h) we shall make necessary disclosures/ reporting under any other the NCDs issued through the Issue. As further clarified by the DRR legal or regulatory requirement as may be required by our Circular, the amount to be credited as DRR will be carved out of the Company from time to time. profits of the company only if there is profit for the particular year TERMS OF THE ISSUE and there is no obligation on the part of the company to create DRR if there is no profit for the particular year. Our Company shall credit 50. Authority for the Issue adequate amounts to DRR, from its profits every year until such NCDs This Issue has been authorized by the Board of Directors of our are redeemed. The amounts credited to DRR shall not be utilized by Company pursuant to a resolution passed at their meeting held on our Company except for the redemption of the NCDs.As per the MCA January 30, 2014. circular bearing number 04/2013, every company required to create or 51. Principal terms and conditions of this Issue maintain DRR shall before the 30th day of April of each year, deposit The NCDs being offered as part of the Issue are subject to the provisions or invest, as the case may be, a sum which shall not be less than 15% of the SEBI Debt Regulations, the Companies Act,relevant provisions of the amount of its debentures maturing during the year ending on the of the Companies Act, 2013 applicable as on the date of the Prospectus, 31st day of March, following any one or more of the following methods, our Memorandum and Articles of Association, the terms of the Draft namely:(a) in deposits with any scheduled bank, free from charge or Prospectus, the Prospectus, the Application Forms, the terms and lien; (b) in unencumbered securities of the Central Government or of conditions of the Debenture Trustee Agreement and the Debenture any State Government; (c) in unencumbered securities mentioned in Trust Deed, other applicable statutory and/or regulatory requirements clauses (a) to (d) and (ee) of section 20 of the Indian Trusts Act, 1882; including those issued from time to time by SEBI/ the GoI/ Stock (d) in unencumbered bonds issued by any other company which is Exchanges/ RBI, and/or other statutory/regulatory authorities relating notified under clause (f) of section 20 of the Indian Trusts Act, 1882. to the offer, issue and listing of securities and any other documents that The amount deposited or invested, as the case may be, shall not be may be executed in connection with the NCDs. utilized for any purpose other than for the repayment of debentures 52. Ranking of the Secured NCDs maturing during the year referred to above, provided that the amount The Secured NCDs would constitute secured obligations of ours and remaining deposited or invested, as the case may be, shall not at any shall rank pari passu inter se, and subject to any obligations under time fall below 15% of the amount of debentures maturing during the applicable statutory and/or regulatory requirements, shall also, with 31st day of March of that year. This may have a bearing on the timely regard to the amount invested, be secured by way of a first pari redemption of the NCDs by our Company. passu charge on the identified immovable property and first pari 55. Face Value passu charge on current assets, book debts, loans and advances, and The face value of each of the Secured NCDs shall be ` 1,000.00. receivables including gold loan receivables, both present and future. The face value of each of the Unsecured NCDs shall be ` 1,000.00. The Secured NCDs proposed to be issued under the Issue and all 56. NCD Holder not a shareholder earlier issues of debentures outstanding in the books of our Company The NCD Holders will not be entitled to any of the rights and privileges having corresponding assets as security, shall rank pari passu without available to the equity and/or preference shareholders of our Company. preference of one over the other except that priority for payment shall 57. Rights of the Secured NCD Holders be as per applicable date of redemption. Our Company confirms that all permissions and/or consents for creation of a pari passu charge on Some of the significant rights available to the Secured NCD Holders the current assets, book debts, loans and advances, and receivables are as follows: including gold loan receivables, both present and future as stated 1. The Secured NCDs shall not, except as provided in the above, have been obtained from all relevant creditors, lenders and Companies Act, Companies Act, 2013 to the extent applicable

18 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS as on the date of the Prospectus, confer upon the Secured NCD are as follows: Holders thereof any rights or privileges available to our members 1. The Unsecured NCDs shall not, except as provided in the including the right to receive notices or annual reports of, or Companies Act and the relevant provisions of the Companies to attend and/or vote, at our general meeting. However, if any Act, 2013 applicable as on the date of the Prospectus, confer resolution affecting the rights attached to the Secured NCDs is upon the Unsecured NCD Holders thereof any rights or privileges to be placed before the members, the said resolution will first be available to our members including the right to receive notices or placed before the concerned registered Secured NCD Holders for annual reports of, or to attend and/or vote, at our general meeting. their consideration. In terms of section 219(2) of the Companies However, if any resolution affecting the rights attached to the Act, the Secured NCD Holders shall be entitled to a copy of the Unsecured NCDs is to be placed before the members, the said balance sheet and copy of trust deed on a specific request made to resolution will first be placed before the concerned registered us. Unsecured NCD Holders for their consideration. In terms of 2. Subject to applicable statutory/ regulatory requirements, including section 219(2) of the Companies Act, the Unsecured NCD Holders requirements of the RBI, the rights, privileges and conditions shall be entitled to a copy of the balance sheet and copy of trust attached to the Secured NCDs may be varied, modified and/or deed on a specific request made to us. abrogated with the consent in writing of the holders of at least 2. Subject to applicable statutory/regulatory requirements, including three-fourths of the outstanding amount of the Secured NCDs or requirements of the RBI, the rights, privileges and conditions with the sanction of a special resolution passed at a meeting of the attached to the Unsecured NCDs may be varied, modified and/ concerned Secured NCD Holders, provided that nothing in such or abrogated with the consent in writing of the holders of at least consent or resolution shall be operative against us, where such three-fourths of the outstanding amount of the Unsecured NCDs consent or resolution modifies or varies the terms and conditions or with the sanction of a special resolution passed at a meeting of governing the Secured NCDs, if the same are not acceptable to us. the concerned Unsecured NCD Holders, provided that nothing in 3. In case of Secured NCDs held in (i) dematerialised form, the such consent or resolution shall be operative against us, where person for the time being appearing in the register of beneficial such consent or resolution modifies or varies the terms and owners of the Depository; and (ii) physical form, the registered conditions governing the Unsecured NCDs, if the same are not Secured NCD Holders or in case of joint-holders, the one whose acceptable to us. name stands first in the register of debenture holders shall be 3. In case of Unsecured NCDs held in (i) dematerialised form, the entitled to vote in respect of such Secured NCDs, either in person person for the time being appearing in the register of beneficial or by proxy, at any meeting of the concerned Secured NCD owners of the Depository; and (ii) physical form, to those investors Holders and every such Secured NCD Holder shall be entitled to who wish to subscribe in physical form, as entitled under Section one vote on a show of hands and on a poll, his/her voting rights on 8(1) of the Depositories Act, 1996, the registered Unsecured NCD every resolution placed before such meeting of the Secured NCD Holders or in case of joint-holders, the one whose name stands Holders shall be in proportion to the outstanding nominal value of first in the register of debenture holders shall be entitled to vote Secured NCDs held by him/her. in respect of such Unsecured NCDs, either in person or by proxy, 4. The Secured NCDs are subject to the provisions of the SEBI Debt at any meeting of the concerned Unsecured NCD Holders and Regulations, the Companies Act, our Memorandum and Articles every such Unsecured NCD Holder shall be entitled to one vote of Association, the terms of the Prospectus, the Prospectus, the on a show of hands and on a poll, his/her voting rights on every Application Forms, the terms and conditions of the Debenture resolution placed before such meeting of the Unsecured NCD Trust Deed, requirements of the RBI, other applicable statutory Holders shall be in proportion to the outstanding nominal value and/or regulatory requirements relating to the issue and listing, of Unsecured NCDs held by him/her. of securities and any other documents that may be executed in 4. The Unsecured NCDs are subject to the provisions of the connection with the Secured NCDs. SEBI Debt Regulations, the Companies Act and the relevant 5. For Secured NCDs in physical form, a register of debenture provisions of the Companies Act, 2013 applicable as on the holders will be maintained in accordance with section 152 of the date of the Prospectus, our Memorandum and Articles of Companies Act and all interest and principal sums becoming due Association, the terms of the Draft Prospectus, Prospectus, the and payable in respect of the Secured NCDs will be paid to the Application Forms, the terms and conditions of the Debenture registered holder thereof for the time being or in the case of joint- Trust Deed, requirements of the RBI, other applicable statutory holders, to the person whose name stands first in the register of and/or regulatory requirements relating to the issue and listing, debenture holders as on the Record Date. For Secured NCDs in of securities and any other documents that may be executed in dematerialized form, all interest and principal sums becoming connection with the Unsecured NCDs. due and payable in respect of the Secured NCDs will be paid 5. For Unsecured NCDs in dematerialized form, all interest and to the person for the time being appearing in the register of principal sums becoming due and payable in respect of the beneficial owners of the Depository.In terms of Section 152A of Unsecured NCDs will be paid to the person for the time being the Companies Act, the register of beneficial owners maintained appearing in the register of beneficial owners of the Depository. by a Depository for any Secured NCDs in dematerialized form In terms of Section 152A of the Companies Act, the register of under Section 11 of the Depositories Act shall be deemed to be a beneficial owners maintained by a Depository for any Unsecured register of debenture holders for this purpose. NCDs in dematerialized form under Section 11 of the Depositories 6. Subject to compliance with RBI requirements, Secured NCDs can Act shall be deemed to be a register of debenture holders for this be rolled over only with the consent of the Secured NCD Holders purpose. of at least 75.00% of the outstanding amount of the Secured NCDs 6. Subject to compliance with RBI requirements, Unsecured NCDs after providing at least 21 days prior notice for such roll over and can be rolled over only with the consent of the Unsecured NCD in accordance with the SEBI Debt Regulations. Our Company Holders of at least 75.00% of the outstanding amount of the shall redeem the debt securities of all the debt securities holders, Unsecured NCDs after providing at least 21 days prior notice for who have not given their positive consent to the roll-over. such roll over and in accordance with the SEBI Debt Regulations. The aforementioned rights of the Secured NCD Holders are merely Our Company shall redeem the debt securities of all the debt indicative. The final rights of the Secured NCD Holders will be as per securities holders, who have not given their positive consent to the terms of the Prospectus and the Debenture Trust Deed. the roll-over. 58. Rights of the Unsecured NCD Holders The aforementioned rights of the Unsecured NCD Holders are merely Some of the significant rights available to the Unsecured NCD Holders indicative. The final rights of the Unsecured NCD Holders will be as

MUTHOOT FINANCE LIMITED 19 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS per the terms of the Prospectus and the Debenture Trust Deed. other monies payable in respect of the NCDs, until the requirements of 59. Minimum Subscription the notice have been complied with. If our Company does not receive the minimum subscription of 75% of 62. Succession the Base Issue, i.e. ` 750.00 million after the closure of the Issue Period, Where NCDs are held in joint names and one of the joint NCD Holder the entire Application Monies shall be refunded to the Applicants dies, the survivor(s) will be recognized as the NCD Holder(s). It will within 30 Working days Days from the date of closure of the Issue. If be sufficient for our Company to delete the name of the deceased NCD there is delay in the refund of subscription by more than eight days after Holder after obtaining satisfactory evidence of his death. Provided, a our Company becomes liable to refund the subscription amount, our third person may call on our Company to register his name as successor Company will pay interest for the delayed period, at rates prescribed of the deceased NCD Holder after obtaining evidence such as probate under sub-sections (2) and (2A) of section 73 of the Companies Act. of a will for the purpose of proving his title to the NCDs. In the event 60. Market Lot and Trading Lot of demise of the sole or first holder of the NCDs, our Company will The Secured NCDs under Options I, II, III, IV, V, and VI shall be recognise the executors or administrator of the deceased NCD Holders, allotted both in physical (to the extent permitted) and in dematerialized or the holder of the succession certificate or other legal representative form. Please note, however, that Secured NCDs under Options VII, as having title to the NCDs only if such executor or administrator VIII, IX and X and the Unsecured NCDs under Option XI will be obtains and produces probate or letter of administration or is the compulsorily allotted in dematerialised form. Rematerialisation of holder of the succession certificate or other legal representation, as the NCDs will not be permitted for these Options. As per the SEBI Debt case may be, from an appropriate court in India. Our Directors, in Regulations, the trading of the NCDs shall be in dematerialised form their absolute discretion may, in any case, dispense with production only. Since trading of the NCDs is in dematerialised form, the tradable of probate or letter of administration or succession certificate or other lot is one NCD. legal representation.In case of death of NCD Holders who are holding Please note that the NCDs shall cease to trade from the Record Date NCDs in dematerialised form, third person is not required to approach (for payment of the principal amount and the applicable interest for the Company to register his name as successor of the deceased NCD such NCDs) prior to redemption of the NCDs. holder. He shall approach the respective Depository Participant of Allotment in the Issue will be in physical (to the extent permitted) or the NCD Holder for this purpose and submit necessary documents as electronic form in multiples of one NCD. For details of Allotment see required by the Depository Participant. the section titled “Issue Procedure” at page 241 of the Prospectus. 63. Jurisdiction 61. Nomination facility to NCD Holders Exclusive jurisdiction for the purpose of the Issue is with the competent In accordance with section 109A of the Companies Act, the sole NCD courts of jurisdiction in Mumbai, India. Holder or first NCD Holder, along with other joint NCD Holders (being 64. Period of subscription individual(s)) may nominate any one person (being an individual) who, The Issue shall remain open for subscription from 10:00 a.m. till 5.00 in the event of death of the sole holder or all the joint-holders, as the p.m. (Indian Standard Time) for the period indicated below, except that case may be, shall become entitled to the NCDs. A person, being a the Issue may close on such earlier date or extended date as may be nominee, becoming entitled to the NCDs by reason of the death of the decided by the Board or the NCD Public Issue Committee, subject to NCD Holder(s), shall be entitled to the same rights to which he would be necessary approvals. In the event of an early closure or extension of the entitled if he were the registered holder of the NCD. Where the nominee Issue, our Company shall ensure that notice of the same is provided to is a minor, the NCD Holder(s) may make a nomination to appoint, in the prospective investors through an advertisement in a reputed daily the prescribed manner, any person to become entitled to the NCDs, in national newspaper on or before such earlier or extended date of Issue the event of his death, during the minority. A nomination shall stand closure. rescinded upon sale of the NCDs by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. ISSUE OPENS ON MARCH 10, 2014 When the NCDs are held by two or more persons, the nominee shall ISSUE CLOSES ON APRIL 10, 2014 become entitled to receive the amount only on the demise of all such NCD Holders. Fresh nominations can be made only in the prescribed Applications Forms for the Issue will be accepted only from 10:00 form available on request at our Registered/ Corporate Office or at a.m. till 5.00 p.m. (Indian Standard Time) or such extended time as such other addresses as may be notified by us. may be permitted by the Stock Exchange, on Working Days during NCD Holders are advised to provide the specimen signature of the Issue Period. On the Issue Closing Date, Application Forms will the nominee to us to expedite the transmission of the NCDs to the be accepted only from 10:00 a.m. till 3.00 p.m. (Indian Standard Time) nominee in the event of demise of the NCD Holders. The signature and uploaded until 5.00 p.m. (Indian Standard Time) or such extended can be provided in the Application Form or subsequently at the time time as may be permitted by the Stock Exchange. of making fresh nominations. This facility of providing the specimen Due to limitation of time available for uploading the Applications on signature of the nominee is purely optional. the electronic platform of the Stock Exchange on the Issue Closing In accordance with section 109B of the Companies Act, any person Date, Applicants are advised to submit their Application Forms one who becomes a nominee by virtue of the provisions of section 109A of day prior to the Issue Closing Date and, no later than 3.00 p.m (Indian the Companies Act, shall upon the production of such evidence as may Standard Time) on the Issue Closing Date. Applicants are cautioned be required by our Board, elect either: that in the event a large number of Applications are received on the (a) to register himself or herself as the holder of the NCDs; or Issue Closing Date, there may be some Applications which are not (b) to make such transfer of the NCDs, as the deceased holder could uploaded due to lack of sufficient time to upload. Such Applications have made. that cannot be uploaded will not be considered for allocation under NCD Holders who are holding NCDs in dematerialised form need the Issue. Application Forms will only be accepted on Working Days not make a separate nomination with our Company. Nominations during the Issue Period. Neither our Company, nor the Members of the registered with the respective Depository Participant of the NCD Syndicate are liable for any failure in uploading the Applications due Holder will prevail. If the NCD Holders require to changing their to failure in any software/ hardware systems or otherwise. Please note nominations, they are requested to inform their respective Depository that the Basis of Allotment under the Issue will be on a date priority Participant. basis. In this regard as per the SEBI circular dated October 29, 2013, Further, our Board may at any time give notice requiring any nominee the allotment in the Issue should be made on the basis of date of upload to choose either to be registered himself or herself or to transfer the of each application into the electronic book of the Stock Exchange. NCDs, and if the notice is not complied with, within a period of 90 However, on the date of oversubscription, the allotments should be days, our Board may thereafter withhold payment of all interests or made to the applicants on proportionate basis.

20 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS 65. Restriction on transfer of NCDs Option III Secured NCDs shall be redeemed at the Face Value There are currently no restrictions on transfers and transmission of thereof along with the interest accrued thereon, if any, at the end NCDs and on their consolidation/ splitting except as may be required of 60 months from the Deemed Date of Allotment. under applicable statutory and/or regulatory requirements including In case of Option IV Secured NCDs, interest would be paid on any RBI requirements and/or as provided in our Articles of Association. an annual basis at the following Coupon Rate in connection with Please see the section titled “Summary of the Key Provisions of the the relevant categories of Secured NCD holders, on the amount Articles of Association” at page 328 of the Prospectus. outstanding from time to time, commencing from the Deemed 66. Interest and Payment of Interest Date of Allotment of each Option IV Secured NCD: For advoidance of doubt, with respect to Option I, Option II, Option Category of Coupon Rate (%) per month (including Base Coupon III for Secured NCDs where interest is to be paid on a monthly basis, NCD Holder Rate and additional incetive on Base Coupon Rate relevant interest will be calculated from the first day till the last date of every month during the tenor of such Secured NCDs, and paid on the payable to Category II and III Investors as applicable) first day of every subsequent month. For the first interest payment for Category I 10.75% Secured NCDs under the monthly options, interest from the Deemed Category II 11.50% Date of Allotment till the last day of the subsequent month will be Category III 11.50% clubbed and paid on the first day of the month next to that subsequent month. Option IV Secured NCDs shall be redeemed at the Face Value With respect to Option IV, Option V and Option VI where interest is thereof along with the interest accrued thereon, if any, at the end to be paid on an annual basis, relevant interest will be paid on each of 24 months from the Deemed Date of Allotment. anniversary of the Deemed Date of Allotment on the face value of the In case of Option V Secured NCDs, interest would be paid on Secured NCDs. The last interest payment under Annual options will an annual basisat the following Coupon Rate in connection with be made at the time of redemption of the Secured NCDs. the relevant categories of Secured NCD holders, on the amount A. Interest outstanding from time to time, commencing from the Deemed In case of Option I Secured NCDs, interest would be paid on Date of Allotment of each Option V Secured NCD: a monthly basisat the following Coupon Rate in connection Category of Coupon Rate (%) per month (including Base Coupon with the relevant categories of NCD holders, on the amount NCD Holder Rate and additional incentive on Base Coupon Rate outstanding from time to time, commencing from the Deemed payable to Category II and III Investors as applicable) Date of Allotment of each Option I Secured NCD: Category I 11.00% Category of Coupon Rate (%) per month (including Base Coupon Category II 11.75% NCD Holder Rate and additional incentive on Base Coupon Rate Category III 11.75% payable to Category II and III Investors as applicable) Option V Secured NCDs shall be redeemed at the Face Value Category I 10.25% thereof along with the interest accrued thereon, if any, at the end Category II 11.00% of 36 months from the Deemed Date of Allotment. Category III 11.00% In case of Option VI Secured NCDs, interest would be paid on Option I Secured NCDs shall be redeemed at the Face Value an annual basis at the following Coupon Rate in connection with thereof along with the interest accrued thereon, if any, at the end the relevant categories of Secured NCD holders, on the amount of 24 months from the Deemed Date of Allotment. outstanding from time to time, commencing from the Deemed In case of Option II Secured NCDs, interest would be paid on a Date of Allotment of each Option VI Secured NCD: monthly basis at the following Coupon Rate in connection with Category of Coupon Rate (%) per month (including Base Coupon the relevant categories of Secured NCD holders, on the amount NCD Holder Rate and additional incetive on Base Coupon Rate outstanding from time to time, commencing from the Deemed payable to Category II and III Investors as applicable) Date of Allotment of each Option II Secured NCD: Category I 10.75% Category of Coupon Rate (%) per month (including Base Coupon Category II 11.50% NCD Holder Rate and additional incentive on Base Coupon Rate Category III 11.50% payable to Category II and III Investors as applicable) Option VI Secured NCDs shall be redeemed at the Face Value Category I 10.75% thereof along with the interest accrued thereon, if any, at the end Category II 11.50% of 60 months from the Deemed Date of Allotment. Category III 11.50% Option VII Secured NCDs shall be redeemed at ` 1,107.76 for Option II Secured NCDs shall be redeemed at the Face Value Category I investors and at ` 1,116.13 for Category II and Category thereof along with the interest accrued thereon, if any, at the end III investors, at the end of 400 days from the Deemed Date of of 36 months from the Deemed Date of Allotment. Allotment. In case of Option III Secured NCDs, interest would be paid on a Option VIII Secured NCDs shall be redeemed at ` 1,226.56 monthly basis at the following Coupon Rate in connection with for Category I investors and at ` 1,243.23 for Category II and the relevant categories of Secured NCD holders, on the amount Category III investors, at the end of 24 months from the Deemed outstanding from time to time, commencing from the Deemed Date of Allotment. Date of Allotment of each Option III Secured NCD: Option IX Secured NCDs shall be redeemed at ` 1,367.63 for Category I investors and at ` 1,395.54 for Category II and Category of Coupon Rate (%) per month (including Base Coupon Category III investors, at the end of 36 months from the Deemed NCD Holder Rate and additional incentive on Base Coupon Rate Date of Allotment. payable to Category II and III Investors as applicable) Option X Secured NCDs shall be redeemed at` 1,666.17 for Category I 10.25% Category I investors and at ` 1,723.35 for Category II and Category II 11.00% Category III investors, at the end of 60 months from the Deemed Date of Allotment. Category III 11.00% If the date of interest payment falls on a Saturday, Sunday or a

MUTHOOT FINANCE LIMITED 21 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS public holiday in Mumbai or any other payment centre notified Date of Allotment on the face value of the Secured NCD and the in terms of the Negotiable Instruments Act, 1881, then interest as last interest payment under annual Options will be made at the due and payable on such day, would be paid on the next Working time of redemption of the Secured NCDs. Amount of interest Day. Payment of interest would be subject to the deduction as payable shall be rounded off to the nearest Rupee. If the date of prescribed in the I.T. Act or any statutory modification or re- interest payment falls on a Saturday, Sunday or a public holiday enactment thereof for the time being in force. in Mumbai or any other payment centre notified in terms of the Please note that in case the Secured NCDs are transferred and/or Negotiable Instruments Act, 1881, then interest as due and payable transmitted in accordance with the provisions of the Prospectus on such day, would be paid on the next Working Day. Payment of read with the provisions of the Articles of Association of our interest would be subject to the deduction as prescribed in the I.T. Company, the transferee of such Secured NCDs or the deceased Act or any statutory modification or re-enactment thereof for the holder of Secured NCDs, as the case may be, shall be entitled time being in force. The last interest payment for Secured NCDs to any interest which may have accrued on the Secured NCDs subscribed under Option I, Option II, Option III, Option IV, subject to such Transferee holding the Secured NCDs on the Option V and Option VI will be made at the time of redemption Record Date. of the Secured NCD. B. Taxation Interest for each of the interest periods shall be calculated, on As per clause (ix) of Section 193 of the I.T. Act, no tax is required the face value of principal outstanding on the Secured NCDs at to be withheld on any interest payable on any security issued by the applicable Coupon Rate for each Category rounded off to the a company, where such security is in dematerialized form and is nearest Rupee and same shall be paid annually.Interest shall be listed on a recognized stock exchange in India in accordance with computed on a 365 days-a-year basis on the principal outstanding the Securities Contracts (Regulation) Act, 1956 (42 of 1956) and on the NCDs. However, if period from deemed date of allotment/ the rules made thereunder. Accordingly, no tax will be deducted anniversary date of allotment till one day prior to next anniversary at source from the interest on listed Secured NCDs held in the date/redemption date includes February 29th, interest shall be dematerialised form. computed on 366 days a-year basis. However in case of Secured NCDs held in physical form, as per On Option VII, Option VIII, Option IX and Option X, NCDs the current provisions of the IT Act, tax will not be deducted at shall be redeemed at the end of 400days, 24months, 36months source from interest payable on such Secured NCDs held by the and 60monthsfrom the Deemed Date of Allotment. investor, if such interest does not exceed ` 5,000 in any financial D. Payment of Interest to Secured NCD Holders year. If interest exceeds the prescribed limit of ` 5,000 on account Payment of interest will be made to (i) in case of Secured NCDs of interest on the Secured NCDs, then the tax will be deducted in dematerialised form, the persons who for the time being appear at applicable rate. However in case of Secured NCD Holders in the register of beneficial owners of the Secured NCD as per the claiming non-deduction or lower deduction of tax at source, as Depositories as on the Record Date and (ii) in case of Secured the case may be, the Secured NCD Holder should furnish either NCDs in physical form, the persons whose names appear in the (a) a declaration (in duplicate) in the prescribed form i.e. (i) Form register of debenture holders maintained by us (or to first holder 15H which can be given by individuals who are of the age of 60 in case of joint-holders) as on the Record Date. years or more (ii) Form 15G which can be given by all applicants We may enter into an arrangement with one or more banks in (other than companies, and firms), or (b) a certificate, from one or more cities for direct credit of interest to the account of the Assessing Officer which can be obtained by all applicants the Secured NCD Holders. In such cases, interest, on the interest (including companies and firms) by making an application in payment date, would be directly credited to the account of those the prescribed form i.e. Form No.13. The aforesaid documents, investors who have given their bank mandate. as may be applicable, should be submitted at the office of the We may offer the facility of NECS, NEFT, RTGS, Direct Credit Registrar quoting the name of the sole/ first Secured NCD Holder, and any other method permitted by RBI and SEBI from time to NCD folio number and the distinctive number(s) of the Secured time to effect payments to Secured NCD Holders. The terms NCD held, at least seven days prior to the Record Date to ensure of this facility (including towns where this facility would be non-deduction/lower deduction of tax at source from interest on available) would be as prescribed by RBI. For further details see the Secured NCD. The investors need to submit Form 15H/ 15G/ the section titled “Issue Structure - Manner of Payment of Interest certificate in original with the Assessing Officer for each financial / Refund / Redemption” beginning at pages 226 and 236 of the year during the currency of the Secured NCD to ensure non- Prospectus. deduction or lower deduction of tax at source from interest on the 67. Maturity and Redemption Secured NCD. For Secured NCDs subscribed under Option I, Option II, Option III, Tax exemption certificate/document, if any, must be lodged at the Option IV, Option V, Option VI the relevant interest will be paid in the office of the Registrar at least seven days prior to the Record Date manner set out in “Issue Structure- Payment of Interest” at page 225 of or as specifically required, failing which tax applicable on interest the Prospectus. The last interest payment will be made at the time of will be deducted at source on accrual thereof in our Company’s redemption of the Secured NCD. On Option VII, Option VIII, Option books and/or on payment thereof, in accordance with the IX and Option X NCDs shall be redeemed at the end of 400 days, 24 provisions of the IT Act and/or any other statutory modification, months,36 months and 60 months from the Deemed Date of Allotment. enactment or notification as the case may be. A tax deduction certificate will be issued for the amount of tax so deducted. Options Maturity period/Redemption (as applicable) C. Payment of Interest I 24months from the Deemed Date of Allotment For Secured NCDs subscribed under Option I, Option II, Option II 36months from the Deemed Date of Allotment III, interest is to be paid on a monthly basis, relevant interest will III 60months from the Deemed Date of Allotment be calculated from the first day till the last date of every month IV 24months from the Deemed Date of Allotment during the tenor of such Secured NCDs, and paid on the first V 36months from the Deemed Date of Allotment day of every subsequent month. For the first interest payment VI 60months from the Deemed Date of Allotment for Secured NCDs under the monthly options, interest from the VII 400days from the Deemed Date of Allotment Deemed Date of Allotment till the last day of the subsequent VIII 24months from the Deemed Date of Allotment month will be clubbed and paid on the first day of the month next IX 36months from the Deemed Date of Allotment to that subsequent month. On Option IV, Option V, Option VI, the X 60months from the Deemed Date of Allotment relevant interest will be paid on each anniversary of the Deemed 22 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS 68. Deemed Date of Allotment mentioned in NECS MICR list. Deemed date of allotment shall be the date as decided by the duly This mode of payment of refunds would be subject to availability authorised committee of the Board of Directors constituted by of complete bank account details including the MICR code, resolution of the Board dated July 25, 2011, under Section 292(1)(b) of IFSC code, bank account number, bank name and branch name the Act and as mentioned in the Allotment advice / regret. as appearing on a cheque leaf, from the Depositories. One of 69. Application Size the methods for payment of interest / refund / redemption is Each application should be for a minimum of 10 NCDs and multiples through NECS for applicants having a bank account at any of the of 1 NCD thereafter (for all options of NCDs, namely Option I, Option abovementioned centers. II, Option III, Option IV, Option V, Option VI, Option VII, Option 3. RTGS VIII, Option IX, Option X and Option XI either taken individually or Applicants having a bank account with a participating bank and collectively). The minimum application size for each application for whose interest payment/ refund/ redemption amounts exceed Secured NCDs would be ` 10,000.00 and in multiples of ` 1,000.00 ` 200,000, or such amount as may be fixed by RBI from time thereafter. to time, have the option to receive refund through RTGS. Such Applicants are advised to ensure that applications made by them do eligible Applicants who indicate their preference to receive not exceed the investment limits or maximum number of Secured interest payment/ refund/ redemption through RTGS are required NCDs that can be held by them under applicable statutory and or to provide the IFSC code in the Application Form or intimate our regulatory provisions. Company and the Registrar to the Issue at least seven days prior to 70. Terms of Payment the Record Date. Charges, if any, levied by the Applicant’s bank The entire issue price of ` 1,000.00per Secured NCD is payable on receiving the credit would be borne by the Applicant. In the event application itself. In case of allotment of lesser number of Secured the same is not provided, interest payment/ refund/ redemption NCDs than the number of Secured NCDs applied for, our Company shall be made through NECS subject to availability of complete shall refund the excess amount paid on application to the applicant in bank account details for the same as stated above. accordance with the terms of the Prospectus. For further details please 4. NEFT refer to the paragraph on “Interest on Application Money” beginning Payment of interest/ refunds/ redemption shall be undertaken on page 239 of the Prospectus. through NEFT wherever the Applicants’ banks have been 71. Record Date assigned the Indian Financial System Code (“IFSC”), which can The Record Date for payment of interest in connection with the Secured be linked to a Magnetic Ink Character Recognition (“MICR”), if NCDs or repayment of principal in connection therewith shall be 15 any, available to that particular bank branch. The IFSC Code will (fifteen) days prior to the date on which interest is due and payable, be obtained from the website of RBI as on a date immediately and/or the date of redemption. Provided that trading in the Secured prior to the date of payment of refund, duly mapped with MICR NCDs shall remain suspended between the aforementioned Record numbers. Wherever the Applicants have registered their nine digit Date in connection with redemption of Secured NCDs and the date of MICR number and their bank account number while opening and redemption oras prescribed by the relevant stock exchange(s), as the operating the demat account, the same will be duly mapped with case may be.In case Record Date falls on a day when stock exchanges the IFSC Code of that particular bank branch and the payment are having a trading holiday,the immediate subsequent trading day of interest/ refund/ redemption will be made to the applicants will be deemed as the Record Date. through this method. 72. Manner of Payment of Interest / Refund / Redemption 5. Registered Post/Speed Post The manner of payment of interest / refund / redemption in connection For all other applicants, including those who have not updated with the Secured NCDs is set out below*: their bank particulars with the MICR code, the interest payment For Secured NCDs applied / held in electronic form / refund / redemption orders shall be dispatched through speed The bank details will be obtained from the Depositories for payment of post/ registered post. Interest / refund / redemption as the case may be. Applicants who have Please note that applicants are eligible to receive payments through applied for or are holding the Secured NCDs in electronic form, are the modes detailed in (1), (2) (3), and (4) herein above provided they advised to immediately update their bank account details as appearing provide necessary information for the above modes and where such on the records of the depository participant. Please note that failure to payment facilities are allowed / available. do so could result in delays in credit of refunds to the applicant at the Please note that our Company shall not be responsible to the holder of applicant’s sole risk, and neither the Lead Manager our Company nor Secured NCD, for any delay in receiving credit of interest / refund / the Registrar to the Issue shall have any responsibility and undertake redemption so long as our Company has initiated the process of such any liability for the same. request in time. In case of ASBA Applicants, the Registrar to the Issue will issue *In the event, the interest / payout of total coupon / redemption amount requisite instructions to the relevant SCSBs to un-block amounts in is a fraction and not an integer, such amount will be rounded off to the ASBA Accounts of the Applicants representing the amounts to be the nearest integer. By way of illustration if the redemption amount is refunded to the Applicants. `1,837.5, then the amount shall be rounded off to ` 1,838. For Secured NCDs held in physical form 73. Printing of Bank Particulars on Interest Warrants The bank details will be obtained from the Registrar to the Issue for As a matter of precaution against possible fraudulent encashment payment of interest / refund / redemption as the case may be. of refund orders and interest/ redemption warrants due to loss or The mode of interest / refund / redemption payments shall be misplacement, the particulars of the Applicant’s bank account are undertaken in the following order of preference: mandatorily required to be given for printing on the orders/ warrants. 1. Direct Credit In relation to Secured NCDs applied and held in dematerialized form, these particulars would be taken directly from the depositories. In Investors having their bank account with the Refund Bank, shall case of Secured NCDs applied and held in physical form, the Secured be eligible to receive refunds, if any, through direct credit. The NCD Holders are advised to submit their bank account details with our refund amount, if any, would be credited directly to their bank Company/ Registrar to the Issue at least seven days prior to the Record account with the Refund Banker. Date failing which the orders/ warrants will be dispatched to the postal 2. NECS address of the Secured NCD Holders as available in the records of our Payment of interest / refund / redemption shall be undertaken Companyeither through speed post or registered post. through NECS for applicants having an account at the centers Bank account particulars will be printed on the orders/ warrants which

MUTHOOT FINANCE LIMITED 23 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS can then be deposited only in the account specified. Secured NCDs held in electronic form: 74. Loan against Secured NCDs No action is required on the part of Secured NCD Holders at the time As per the RBI circular dated June 27, 2013, the Company is not of redemption of Secured NCDs. permitted to extend loans against the security of its debentures 78. Payment on Redemption issued by way of private placement or public issues. However, if the The manner of payment of redemption is set out below*. RBI subsequently permits the extension of loans by NBFCs against Secured NCDs held in physical form the security of its debentures issued by way of private placement or The payment on redemption of the Secured NCDs will be made by public issues, the Company may consider granting loans against the way of cheque/pay order/ electronic modes. However, if our Company security of such Secured NCDs, subject to terms and conditions as so requires, the aforementioned payment would only be made on the may be decided by the Company at the relevant time, in compliance surrender of Secured NCD certificates, duly discharged by the sole with applicable law. holder/ all the joint-holders (signed on the reverse of the Secured NCD 75. Buy Back of Secured NCDs certificates). Despatch of cheques/ pay orders, etc. in respect of such Our Company may, at its sole discretion, from time to time, consider, payment will be made on the redemption date or (if so requested by our subject to applicable statutory and/or regulatory requirements, buy- Company in this regard) within a period of 30 days from the date of back the Secured NCDs, upon such terms and conditions as may be receipt of the duly discharged NCD certificate. decided by our Company. In case we decide to do so, the redemption proceeds in the manner 76. Form and Denomination stated above would be paid on the redemption date to those Secured In case of Secured NCDs held in physical form, a single certificate will NCD Holders whose names stand in the register of debenture be issued to the Secured NCD Holder for the aggregate amount of the holders maintained by us on the Record Date fixed for the purpose of Secured NCDs held (“Consolidated Certificate”). The Applicant can Redemption. Hence the transferees, if any, should ensure lodgement of also request for the issue of Secured NCD certificates in denomination the transfer documents with us at least seven days prior to the Record of one NCD (“Market Lot”). In case of NCDs held under different Date. In case the transfer documents are not lodged with us at least Options (namely Option I, Option II, Option III, Option IV, Option seven days prior to the Record Date and we dispatch the redemption V, Option VI) by an Secured NCD Holder, separate Consolidated proceeds to the transferor, claims in respect of the redemption proceeds Certificates will be issued to the NCD Holder for the aggregate amount should be settled amongst the parties inter se and no claim or action of the Secured NCDs held under each Option. shall lie against us or the Registrar to the Issue. It is however distinctly to be understood that the Secured NCDs Our liability to Secured NCD Holders towards their rights including pursuant to this issue shall be traded only in demat form. for payment or otherwise shall stand extinguished from the redemption In respect of Consolidated Certificates, we will, only upon receipt in all events and when we dispatch the redemption amounts to the of a request from the Secured NCD Holder, split such Consolidated Secured NCD Holders. Certificates into smaller denominations subject to the minimum of Further, we will not be liable to pay any interest, income or Market Lot. No fees would be charged for splitting of Secured NCD compensation of any kind from the date of redemption of the Secured certificates in Market Lots, but stamp duty payable, if any, would be NCDs. borne by the Secured NCD Holder. The request for splitting should SecuredNCDs held in electronic form be accompanied by the original NCD certificate which would then be On the redemption date, redemption proceeds would be paid by treated as cancelled by us. cheque/ pay order/ electronic mode to those Secured NCD Holders 77. Procedure for Redemption by Secured NCD holders whose names appear on the list of beneficial owners given by the The procedure for redemption is set out below: Depositories to us. These names would be as per the Depositories’ Secured NCDs held in physical form: records on the Record Date fixed for the purpose of redemption. These No action would ordinarily be required on the part of the Secured NCD Secured NCDs will be simultaneously extinguished to the extent of Holder at the time of redemption and the redemption proceeds would be the amount redeemed through appropriate debit corporate action upon paid to those Secured NCD Holders whose names stand in the register redemption of the corresponding value of the Secured NCDs. It may be of debenture holders maintained by us on the Record Date fixed for the noted that in the entire process mentioned above, no action is required purpose of Redemption. However, our Company may require that the on the part of Secured NCD Holders. Secured NCD certificate(s), duly discharged by the sole holder/all the Our liability to Secured NCD Holders towards his/their rights including joint-holders (signed on the reverse of the Secured NCD certificates) for payment/ redemption in all events shall end when we dispatch the be surrendered for redemption on maturity and should be sent by the redemption amounts to the Secured NCD Holders. Secured NCD Holders by Registered Post with acknowledgment due Further, we will not be liable to pay any interest, income or or by hand delivery to our office or to such persons at such addresses as compensation of any kind from the date of redemption of the Secured may be notified by us from time to time. Secured NCD Holders may be NCDs. requested to surrender the Secured NCD certificates in the manner as *In the event, the interest / payout of total coupon / redemption amount stated above, not more than three months and not less than one month is a fraction and not an integer, such amount will be rounded off to prior to the redemption date so as to facilitate timely payment. the nearest integer. By way of illustration if the redemption amount is We may at our discretion redeem the Secured NCDs without the `1,837.5, then the amount shall be rounded off to ` 1,838. requirement of surrendering of theSecuredNCD certificates by the 79. Redemption Date holder(s) thereof. In case we decide to do so, the holders of Secured Option I Secured NCDs will be redeemed at the expiry of 24 months NCDs need not submit the SecuredNCD certificates to us and the from the Deemed Date of Allotment. redemption proceeds would be paid to those Secured NCD holders Option II Secured NCDs will be redeemed at the expiry of 36 months whose names stand in the register of debenture holders maintained by from the Deemed Date of Allotment. us on the Record Date fixed for the purpose of redemption of Secured Option III Secured NCDs will be redeemed at the expiry of 60 months NCDs. In such case, the SecuredNCD certificates would be deemed from the Deemed Date of Allotment. to have been cancelled. Also see the para “Payment on Redemption” Option IV Secured NCDs will be redeemed at the expiry of 24 months given below. from the Deemed Date of Allotment. Secured NCDs held in electronic form: Option V Secured NCDs will be redeemed at the expiry of 36 months No action is required on the part of Secured NCD holder(s) at the time from the Deemed Date of Allotment. of redemption of Secured NCDs. Option VI Secured NCDs will be redeemed at the expiry of 60 months

24 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS from the Deemed Date of Allotment. or the Registrar. The provisions relating to transfer and transmission Option VII Secured NCDs will be redeemed at the expiry of 400 days and other related matters in respect of our Company’s shares contained from the Deemed Date of Allotment. in the Articles of Association of our Company and the Companies Act/ Option VIII Secured NCDs will be redeemed at the expiry of 24 therelevant provisions of the Companies Act, 2013 applicable as on months from the Deemed Date of Allotment. the date of the Prospectus shall apply, mutatis mutandis (to the extent Option IX Secured NCDs will be redeemed at the expiry of 36 months applicable) to the Secured NCD(s) as well. from the Deemed Date of Allotment. For Secured NCDs held in electronic form Option X Secured NCDs will be redeemed at the expiry of 60 months The normal procedure followed for transfer of securities held in from the Deemed Date of Allotment. dematerialised form shall be followed for transfer of the Secured NCDs 80. Right to reissueSecured NCD(s) held in electronic form. The seller should give delivery instructions Subject to the provisions of the Companies Act and the Companies containing details of the buyer’s Depository Participant account to his Act, 2013, as applicable on the date of the Prospectus, where we have depository participant. fully redeemed or repurchased any Secured NCDs, we shall have and In case the transferee does not have a Depository Participant account, shall be deemed always to have had the right to keep such Secured the seller can re-materialise the Secured NCDs in Options I, II, III, NCDs in effect without extinguishment thereof, for the purpose of IV, V and VI, and thereby convert his dematerialised holding into resale or re-issue and in exercising such right, we shall have and be physical holding. Thereafter theseSecured NCDs can be transferred deemed always to have had the power to resell or reissue such Secured in the manner as stated above for transfer of Secured NCDs held in NCDs either by reselling or re-issuing the same Secured NCDs or by physical form. issuing other Secured NCDs in their place. The aforementioned right 83. Common form of transfer includes the right to reissue original Secured NCDs. The Issuer undertakes that there shall be a common form of transfer 81. Transfer/Transmission of Secured NCD(s) for the Secured NCDs and the provisions of the Companies Act /the For Secured NCDs held in physical form relevant provisions of the Companies Act, 2013 applicable as on the The Secured NCDs shall be transferred or transmitted freely in date of the Prospectusand all applicable laws including the FEMA and accordance with the applicable provisions of the Companies Act/ the the rules and regulations thereunder shall be duly complied with in Companies Act, 2013 applicable as on the date of the Prospectus and respect of all transfer of debentures and registration thereof. all other applicable laws including FEMA and the rules and regulations 84. Joint-holders thereunder. The provisions relating to transfer and transmission and Where two or more persons are holders of any Secured NCD(s), they other related matters in respect of our shares contained in the Articles, shall be deemed to hold the same as joint holders with benefits of the Companies Act/the relevant provisions of the Companies Act, survivorship subject to other provisions contained in the Articles. 2013 applicable as on the date of thisProspectus, and all applicable 85. Sharing of information laws including FEMA and the rules and regulations thereunder, shall We may, at our option, use on our own, as well as exchange, share or apply, mutatis mutandis (to the extent applicable to debentures) to part with any financial or other information about the Secured NCD the Secured NCDs as well. In respect of the Secured NCDs held in Holders available with us, with our subsidiaries, if any and affiliates physical form, a common form of transfer shall be used for the same. and other banks, financial institutions, credit bureaus, agencies, The Secured NCDs held in dematerialised form shall be transferred statutory bodies, as may be required and neither we or our affiliates subject to and in accordance with the rules/ procedures as prescribed nor their agents shall be liable for use of the aforesaid information. by NSDL/CDSL and the relevant Depositary Participants of the 86. Notices transferor transferee and any other applicable laws and rules notified All notices to the Secured NCD Holders required to be given by us or in respect thereof. The transferees should ensure that the transfer the Debenture Trustee will be sent by speed post or registered post or formalities are completed at prior to the Record Date. In the absence of through email or other electronic media to the registered Secured NCD the same, interest will be paid/ redemption will be made to the person, Holders from time to time. whose name appears in the register of debenture holders or the records 87. Issue of Duplicate NCD Certificate(s) issued in physical form as maintained by the Depositories. In such cases, claims, if any, by the If NCD certificate(s) is/ are mutilated or defaced or the cages for transferees would need to be settled with the transferors and not with recording transfers of Secured NCDs are fully utilised, the same may the Issuer or Registrar. be replaced by us against the surrender of such certificate(s). Provided, 82. Title where the NCD certificate(s) are mutilated or defaced, the same will be In case of : • the Secured NCDs held in the dematerialised form, the replaced as aforesaid only if the certificate numbers and the distinctive person for the time being appearing in the register of beneficial owners numbers are legible. maintained by the Depository; and • the Secured NCDs held in physical If any NCD certificate is destroyed, stolen or lost then upon production form, the person for the time being appearing in the register of NCD of proof thereof to our satisfaction and upon furnishing such indemnity/ Holders as Secured NCD holder, security and/or documents as we may deem adequate, duplicate shall be treated for all purposes by our Company, the Debenture Trustee, Secured NCD certificates shall be issued. Upon issuance of a duplicate the Depositories and all other persons dealing with such person as the NCD certificate, the original NCD certificate shall stand cancelled. holder thereof and its absolute owner for all purposes whether or not 88. Security it is overdue and regardless of any notice of ownership, trust or any The principal amount of the Secured NCDs to be issued in terms of interest in it or any writing on, theft or loss of the Consolidated NCD the Prospectus together with all interest due on the Secured NCDs, as Certificates issued in respect of the Secured NCDs and no person will well as all costs, charges, all fees, remuneration of Debenture Trustee be liable for so treating the Secured NCD holder. and expenses payable in respect thereof shall be secured by way of first No transfer of title of a NCD will be valid unless and until entered pari passu charge on the identified immovable property and a first pari on the register of NCD holders or the register of beneficial owners passu charge on current assets, book debts, loans and advances, and maintained by the Depository prior to the Record Date. In the absence receivables including gold loan receivables, both present and future, of transfer being registered, interest and/or maturity amount, as the of our Company. case may be, will be paid to the person, whose name appears first in Our Company will create the security for the Secured NCDs in favour the register of the NCD Holders maintained by the Depositories and/or of the Debenture Trustee for the Secured NCD Holders on the assets to our Company and/or the Registrar, as the case may be. In such cases, ensure 100.00% security cover of the amount outstanding in respect of claims, if any, by the purchasers of the Secured NCDs will need to be Secured NCDs at any time. settled with the seller of the Secured NCDs and not with our Company

MUTHOOT FINANCE LIMITED 25 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Our Company intends to enter into an agreement with the Debenture or raise term loans or raise further funds from time to time from any Trustee, (‘Debenture Trust Deed’), the terms of which will govern the persons, banks, financial institutions or bodies corporate or any other appointment of the Debenture Trustee and the issue of the Secured agency without the consent of, or notification to or consultation with the NCDs. Our Company proposes to complete the execution of the holder of Secured NCDs or the Debenture Trustee by creating a charge Debenture Trust Deed before finalisation of the Basis of Allotment in on any assets, provided the stipulated security cover is maintained. consultation with the Designated Stock Exchange and utilize the funds We shall be entitled to make further issue of unsecured debentures and/ only after the stipulated security has been created. or raise unsecured term loans or raise further unsecured funds from Under the terms of the Debenture Trust Deed, our Company will time to time from any persons, banks, financial institutions or bodies covenant with the Debenture Trustee that it will pay the Secured NCD corporate or any other agency without the consent of, or notification to Holders the principal amount on the Secured NCDs on the relevant or in consultation with the holder of Secured NCDs or the Debenture redemption date and also that it will pay the interest due on Secured Trustee. NCDs on the rate specified in the Prospectus and in the Debenture Trust Deed. 94. Interest on Application Money The Debenture Trust Deed will also provide that our Company may Interest on application monies received which are used towards withdraw any portion of the security and replace with another asset of allotment of NCDs the same or a higher value. Our Company shall pay interest on application money on the amount 89. Trustees for the Secured NCD holders allotted to the Applicants other than the ASBA Applicants,subject to We have appointed IDBI Trusteeship Services Limited to act as the deduction of income tax under the provisions of the Income Tax Act, Debenture Trustees for the Secured NCD Holders. The Debenture 1961, as amended, as applicable, to any applicants to whom NCDs Trustee and us will execute a Debenture Trust Deed, inter alia, are allotted pursuant to the Issue from the date of realization of the specifying the powers, authorities and obligations of the Debenture cheque(s)/demand draft(s) or after 3 (three) days from the date of Trustee and us. The Secured NCD Holders shall, without further act receipt of the application (being the date of upload of each application or deed, be deemed to have irrevocably given their consent to the on the electronic platform of the Stock Exchange) whichever is later Debenture Trustee or any of its agents or authorised officials to do and upto one day prior to the Deemed Date of Allotment, at the rate of all such acts, deeds, matters and things in respect of or relating to the 8.00% per annum. Secured NCDs as the Debenture Trustee may in its absolute discretion Our Company has a right to pre-close the Issue at anytime up to 1 (one) deem necessary or require to be done in the interest of the Secured day prior to Issue Closing Date for receiving subscription in the Issue. NCD Holders. Any payment made by us to the Debenture Trustee on Our Company shall in the event of such closing of the Issue, subject to behalf of the Secured NCD Holders shall discharge us pro tanto to the receipt of a minimum subscription of 75% of the Base Issue, i.e. ` 750.00 Secured NCD Holders. million, allot NCDs to all applicants who have applied for NCDs upto The Debenture Trustee will protect the interest of the Secured NCD the date of such early closure of Issue. Further our Company shall pay Holders in the event of default by us in regard to timely payment of interest on application money on the amount allotted to the Applicants, interest and repayment of principal and they will take necessary action other than the ASBA Applicants,subject to deduction of income tax at our cost. under the provisions of the Income Tax Act, 1961, as amended, as 90. Events of Default: applicable, to any applicants to whom NCDs are allotted pursuant to Subject to the terms of the Debenture Trust Deed, the Debenture the Issue from the date of realization of the cheque(s)/demand draft(s) Trustee at its discretion may, or if so requested in writing by the holders or after 3 (three) days from the date of receipt of the application (being of at least three-fourths of the outstanding amount of the Secured the date of upload of each application on the electronic platform of NCDs or with the sanction of a special resolution, passed at a meeting the Stock Exchange) whichever is later and upto one day prior to the of the NCD Holders, (subject to being indemnified and/or secured Deemed Date of Allotment, at the rate of 8.00% per annum. However, by the NCD Holders to its satisfaction), give notice to our Company it is clarified that in the event that our Company does not receive a specifying that the NCDs and/or any particular series of Secured minimum subscription of 75% of the Base Issue, i.e. ` 750.00 million NCDs, in whole but not in part are and have become due and repayable our Company will not allot any NCDs to applicants and refund the on such date as may be specified in such notice inter alia if any of the subscription amounts forthwith, as set out herein. events listed below occurs. The description below is indicative and a The interest on application monies will be sent along with the Allotment complete list of events of default and its consequences will be specified Advice to all Applicants to whom NCDs are allotted pursuant to in the Debenture Trust Deed: (i) default is committed in payment of the Issue, other than ASBA Applicants to whom NCDs are allotted the principal amount of the Secured NCDs on the due date(s); and (ii) pursuant to the Issue. Our Company may enter into an arrangement default is committed in payment of any interest on the Secured NCDs with one or more banks in one or more cities for direct credit of interest on the due date(s). to the account of the Applicants other than ASBA Applicants, as 91. Lien mentioned in the depositary records. Alternatively, the interest warrant will be dispatched along with the Letter(s) of Allotment at the sole risk As per the RBI circular dated June 27, 2013, the Company is not of the applicant, to the sole/first applicant. permitted to extend loans against the security of its debentures issued by way of private placement or public issues. The Company shall have Interest on application monies received which are liable to be the right of set-off and lien, present as well as future on the moneys due refunded and payable to the Secured NCD holders or deposits held in the account Our Company shall pay interest on application money which is liable of the Secured NCD holders, whether in single name or joint name, to to be refunded to the Applicants, other than to the ASBA Applicants the extent of all outstanding dues by the Secured NCD holders to the in accordance with the provisions of the Debt Regulations and/or Company, subject to applicable law. the Companies Act/the relevant provisions of the Companies Act, 92. Lien on pledge of Secured NCDs 2013 applicable as on the date of the Prospectus, or other applicable statutory and/or regulatory requirements, subject to deduction of The Company may, at its discretion note a lien on pledge of Secured income tax under the provisions of the Income Tax Act, 1961, as NCDs if such pledge of Secured NCD is accepted by any thirty party amended, as applicable, from the date of realization of the cheque(s)/ bank/institution or any other person for any loan provided to the demand draft(s) or after 3 (three) days from the date of receipt of Secured NCD holder against pledge of such Secured NCDs as part of the application (being the date of upload of each application on the the funding, subject to applicable law. electronic platform of the Stock Exchange) whichever is later and upto 93. Future Borrowings one day prior to the Deemed Date of Allotment, at the rate of 6.00% We shall be entitled to make further issue of secured debentures and/ per annum. Such interest shall be paid along with the monies liable to

26 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS be refunded. Interest warrant will be dispatched / credited (in case of declaration as per the provisions of section 197A(1A) of the electronic payment) to the account of the applicants as mentioned in I.T. Act in the prescribed Form 15G verified in the prescribed the depositary records along with the Letter(s) of Refund at the sole manner to the effect that the tax on his estimated total income risk of the applicant, to the sole/first applicant. of the financial year in which such income is to be included in In the event our Company does not receive a minimum subscription of computing his total income will be NIL. However under section 75% of the Base Issue, i.e. ` 750.00 million on the date of closure of the 197A(1B) of the I.T. Act, “Form 15G cannot be submitted nor Issue, our Company shall pay interest on application money which is considered for exemption from tax deduction at source if the liable to be refunded to the applicants, other than the ASBA Applicants dividend income referred to in section 194, interest on securities, in accordance with the provisions of the Debt Regulations and/or the interest, withdrawal from NSS and income from units of mutual relevant provisions of the Companies Act, 2013 applicable as on the fund or of Unit Trust of India as the case may be or the aggregate date of the Prospectus, or other applicable statutory and/or regulatory of the amounts of such incomes credited or paid or likely to be requirements, subject to deduction of income tax under the provisions credited or paid during the previous year in which such income of the Income Tax Act, 1961, as amended, as applicable, from the is to be included exceeds the maximum amount which is not date of realization of the cheque(s)/demand draft(s) or 3 (three) days chargeable to income tax”. from the date of receipt of the application (being the date of upload To illustrate, as on 01.04.2013, the maximum amount of income of each application on the electronic platform of the Stock Exchange) not chargeable to tax in case of individuals (other than senior whichever is later and upto the date of closure of the Issue at the rate citizens and super senior citizens) and HUFs is Rs 2,00,000; in of 6.00% per annum. Such interest shall be paid along with the monies the case of every individual being a resident in India, who is of the liable to be refunded. Interest warrant will be dispatched / credited (in age of 60 years or more but less than 80 years at any time during case of electronic payment) to the account of the Applicants, other than the Financial year (Senior Citizen) is Rs 2,50,000; and in the case ASBA Applicants, as mentioned in the depositary records along with of every individual being a resident in India, who is of the age the Letter(s) of Refund at the sole risk of the applicant, to the sole/first of 80 years or more at any time during the Financial year (Super applicant. Senior Citizen) is Rs 5,00,000 for Financial Year 2013-14. Provided that, notwithstanding anything contained hereinabove, our Further, section 87A provides a rebate of 100 percent of income- Company shall not be liable to pay any interest on monies liable to be tax or an amount of Rs 2,000 whichever is less to a resident refunded in case of (a) invalid applications or applications liable to be individual whose total income does not exceed Rs 500,000 rejected, and/or (b) applications which are withdrawn by the applicant, (ii) Senior citizens, who are 60 or more years of age at any time and/or (c) monies paid in excess of the amount of NCDs applied for during the financial year, enjoy the special privilege to submit in the Application Form. Please refer to “Rejection of Application” at a self-declaration in the prescribed Form 15H for non deduction page 258 of the Prospectus. of tax at source in accordance with the provisions of section STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE 197A(1C) of the I.T. Act even if the aggregate income credited or paid or likely to be credited or paid exceeds the maximum amount TO THE DEBENTURE HOLDERS not chargeable to tax, provided that the tax due on total income of The following tax benefits will be available to the debenture holders as the person is NIL. per the existing provisions of law. The tax benefits are given as per the (iii) In all other situations, tax would be deducted at source as per prevailing tax laws and may vary from time to time in accordance with prevailing provisions of the I.T. Act.Form No.15G with PAN amendments to the law or enactments thereto. The Debenture Holder / Form No.15H with PAN / Certificate issued u/s 197(1) has to is advised to consider the tax implications in respect of subscription be filed with the Company before the prescribed date of closure to the Debentures after consulting his tax advisor as alternate views of books for payment of debenture interest without any tax are possible. We are not liable to the Debenture Holder in any manner withholding. for placing reliance upon the contents of this statement of tax benefits. For details please refer to the Section titled “STATEMENT OF A. IMPLICATIONS UNDER THE INCOME-TAX ACT, 1961 POSSIBLE TAX BENEFITS AVAILABLE TO THE DEBENTURE (‘I.T. ACT’) HOLDERS” on page 70 of the Prospectus. i) To the Resident Debenture Holder 1. Interest on NCD received by Debenture Holders would be subject GENERAL INFORMATION to tax at the normal rates of tax inaccordance with and subject Our Company was originally incorporated as a private limited company to the provisions of the I.T. Act and such tax would need to be on March 14, 1997 under the provisions of the Companies Act, 1956, withheld at the time of credit/payment as per the provisions of with the name “The Muthoot Finance Private Limited”. Subsequently, Section 193 of the I.T. Act. However, no income tax is deductible by a fresh certificate of incorporation dated May 16, 2007, our name at source in respect of the following: was changed to “Muthoot Finance Private Limited”. Our Company was a. In case the payment of interest on debentures to a resident converted into a public limited company on November 18, 2008 with individual or a Hindu Undivided Family (‘HUF’)Debenture the name “Muthoot Finance Limited” and received a fresh certificate Holder does not or is not likely to exceed Rs 5,000 in the aggregate of incorporation consequent to change in status on December 02, 2008 during the Financial year and the interest is paid by an account from the Registrar of Companies, Kerala and Lakshadweep. Muthoot payee cheque. Fin Corp Limited is neither a related company nor is it a company b. On any security issued by a company in a dematerialized form under the same management within the meaning of the Companies and is listed on recognized stock exchange in India in accordance Act, 1956*. For further details regarding the Promoters and the with the Securities Contracts (Regulation) Act, 1956 and the rules group companies please refer to “Our Promoters” at page 122 of the made there under.(w.e.f. 01.06.2008). Prospectus. c. When the Assessing Officer issues a certificate on an application *Disclosure made in accordance with letter from SEBI bearing no. by a Debenture Holder on satisfaction that the total income of IMD/DOF-1/BM/VA/OW/22785/2013 dated October 30, 2013. the Debenture holder justifies no/lower deduction of tax at source Registered Office as per the provisions of Section 197(1) of the I.T. Act; and that Muthoot Finance Limited certificate is filed with the Company before the prescribed date of Muthoot Chambers, Opposite Saritha Theatre Complex closure of books for payment of debenture interest. 2nd Floor, Banerji Road, Kochi 682 018, Kerala, India d. (i) When the resident Debenture Holder with Permanent Account Tel: (91 484) 239 4712; Fax: (91 484) 239 6506 Number (‘PAN’) (not being a company or a firm) submits a Website: www.muthootfinance.com; Email: [email protected]

MUTHOOT FINANCE LIMITED 27 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

For details of change in registered office, refer to the section titled December 31, 2013. “History and Main Objects” on page 100 of the Prospectus. CAPITAL STRUCTURE (in ` million) Details of share capital Particulars Prior to Post the The share capital of our Company as of December 31, 2013is set forth the Issue Issue# below: Secured Loan as on December 31, 2013 174,697.05 176,697.05 Particulars Amount in ` Unsecured Loan as on December 31, 29,406.34 29,406.34 A Authorised share capital 2013 450,000,000 Equity Shares 4,500,000,000.00 Total Debt 204,103.39 206.103.39 5,000,000 Redeemable Preference Shares 5,000,000,000.00 Share Capital as on December 31, 2013 3,717.13 3,717.13 of ` 1,000.00 each Reserves as on December 31, 2013 37,496.37 37,496.37 TOTAL 9,500,000,000.00 Less: Miscellaneous Expenditure (to the 65.04 65.04 B Issued, subscribed and paid-up share extent not written off or adjusted) as on capital December 31, 2013 371,712,768 Equity Shares of ` 10.00 each 3,717,127,680.00 Total Shareholders’ Funds 41,148.46 41,148.46 For further details, please refer to the Section titled “Capital Structure” Debt Equity Ratio (No. of Times)# 4.96 5.01 on page 62 of the Prospectus. #The debt-equity ratio post the Issue is indicative and is on account of DEBT TO EQUITY RATIO assumed inflow of` 2,000 million from the Issue and does not include contingent and off-balance sheet liabilities. The actual debt-equity The debt to equity ratio prior to this Issue is based on a total outstanding ratio post the Issue would depend upon the actual position of debt and debt of ` 204,103.39 million and shareholder funds amounting to ` equity on the date of allotment. 41,148.46 million as on December 31, 2013. The debt equity ratio post For details on the total outstanding debt of our Company, please refer the Issue, (assuming subscription of NCDs aggregating to ` 2,000 ` to the section titled “Disclosures on Existing Financial Indebtedness” million) would be 5.01 times, based on a total outstanding debt of beginning on page 199 of the Prospectus. 206,103.39 million and shareholders funds of ` 41,148.46 million as on

OUR MANAGEMENT Board of Directors 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 provisions of the Act. Under the Articles of Association, we are required to have not less than three Directors and not more than 12 Directors. We currently have 8 Directors on the Board out of which 4 Directors, i.e. 50% of the total strength of Directors are independent directors. Details relating to Directors Name, Designation, Nationality Date of Address Other Directorships Age and DIN Appointment M. G. George Muthoot Indian April 01, 2010 Muthoot House 1. M.G.M Muthoot Medical Centre Private Age: 64 years G 74, East of Kailash Limited Whole Time Director New Delhi 110 065 2. Muthoot Farms India Private Limited and Chairman 3. Muthoot Vehicle & Asset Finance Limited Director Identification 4. Muthoot Broadcasting Private Limited Number: 00018201 5. Emgee Board and Paper Mills Private Limited 6. Muthoot M George Chits (India) Limited 7. Marari Beach Resorts Private Limited 8. Muthoot Securities Limited 9. Muthoot Commodities Limited 10. Muthoot M George Institute of Technology 11. Dukanvadi Plantations Private Limited 12. Kunkeshwar Plantations Private Limited 13. Muthoot Homefin (India) Limited 14. Muthoot Precious Metals Limited 15. Muthoot Helath Care Private Limited 16. Muthoot Synergy Fund Limited 17. Geobros Muthoot Funds India Limited 18. Muthoot Anchor House Hotels Private Limited 19. Geobros Properties and Realtors Private Limited

28 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

Name, Designation, Nationality Date of Address Other Directorships Age and DIN Appointment George Thomas I n d i a n April 01, 2010 Muthoot House 1. Muthoot Leisure and Hospitality Services Muthoot House No. 9/324 A, Private Limited Age: 63 years Miss East Lane, Baker 2. M.G.M Muthoot Medical Centre Private Whole Time Director Junction, Kottayam Limited Director Identification Kerala 686 001 3. Muthoot Holiday Homes and Resorts Number: 00018281 Private Limited 4. Muthoot Vehicle &Asset Finance Limited 5. Unisom Rubber and Plantations Private Limited 6. Muthoot Broadcasting Private Limited 7. Muthoot M George Chits (India) Limited 8. Muthoot Travelsmart Private Limited 9. Muthoot Investment Advisory Services Private Limited 10. Marari Beach Resorts Private Limited 11. Venus Diagnostics Limited 12. Adams Properties Private Limited 13. Muthoot M George Institute of Technology 14. Avalegaon Plantations Private Limited 15. Juyathi Plantations Private Limited 16. Muthoot Homefin (India) Limited 17. Muthoot Precious Metals Limited 18. Muthoot M George Permanent Fund Limited 19. Muthoot Anchor House Hotels Private Limited 20. Geobros Properties and Realtors Private Limited 21. Muthoot Synergy Fund Limited 22. Muthoot Health Care Private Limited George Jacob Muthoot Indian April 01, 2010 Muthoot House 1. Muthoot Leisure and Hospitality Services Age: 61 years House No. TC/4/25154 Private Limited Whole Time Director Marappalam, Pattom 2. Muthoot Infotech Private Limited Director’s Identification P. O. 3. Muthoot Insurance Brokers Private Limited Number: 00018235 Thiruvananthapuram 4. Muthoot Exchange Company Private Kerala 695 004 Limited 5. M.G.M Muthoot Medical Centre Private Limited 6. Muthoot Holiday Homes and Resorts Private Limited 7. Muthoot Marketing Services Private Limited 8. Muthoot Vehicle &Asset Finance Limited 9. Muthoot Broadcasting Private Limited 10. Muthoot Systems and Technologies Private Limited 11. Emgee Board and Paper Mills Private Limited 12. Muthoot M George Chits (India) Limited 13. Marari Beach Resorts Private Limited 14. Muthoot Developers Private Limited 15. Udeli Rubber and Plantations Private Limited 16. Venus Diagnostics Limited

MUTHOOT FINANCE LIMITED 29 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

Name, Designation, Nationality Date of Address Other Directorships Age and DIN Appointment 17. Muthoot Securities Limited 18. Muthoot Commodities Limited 19. Adams Properties Private Limited 20. Oxbow Properties Private Limited 21. Muthoot Global Money Transfers Private Limted 22. Muthoot M George Institute of Technology 23. Kanedi Plantations Private Limited 24. Kharepaten Plantations Private Limited 25. Muthoot Homefin (India) Limited 26. Muthoot Precious Metals Limited 27. Muthoot Anchor House Hotels Private Limited 28. Emgee Muthoot Benefit Fund (India) Limited 29. Muthoot M George Permanent Fund Limited 30. Geobros Properties and Realtors Private Limited 31. Muthoot Health Care Private Limited George Alexander Indian April 01, 2010 Muthoot House 1. Muthoot Infotech Private Limited Muthoot G 343, Panampilly 2. Muthoot Exchange Company Private Age: 58 years Nagar, Ernakulam 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 5. Muthoot Vehicle &Asset Finance Limited 6. Muthoot Broadcasting Private Limited 7. Muthoot Systems and Technologies Private Limited 8. Muthoot M George Chits (India) Limited 9. Marari Beach Resorts Private Limited 10. Adams Properties Private Limited 11. Rangana Rubber and Plantations Private Limited 12. Maneri Rubber and Plantations Private Limited 13. Amboli Rubber and Plantations Private Limited 14. Unix Properties Private Limited 15. Oxbow Properties Private Limited 16. Muthoot Developers Private Limited 17. Venus Diagnostics Limited 18. Muthoot Securities Limited 19. Muthoot Commodities Limited 20. Sawanthavadi Rubber And Plantation Private Limited 21. Muthoot Marketing Services Private Limited 22. Muthoot M George Institute of Technology 23. Moroshi Plantations Private Limited 24. Varavade Plantations Private Limited 25. Muthoot Homefin (India) Limited 26. Muthoot Precious Metals Limited

30 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

Name, Designation, Nationality Date of Address Other Directorships Age and DIN Appointment 27. Muthoot Anchor House Hotels Private Limited 28. Muthoot Health Care Private Limited 29. Muthoot Synergy Fund Limited 30. Geobros Properties and Realtors Private Limited K. George John Indian September 27, House No 22/1532C, Munnar Ridgetree Residencies Private Limited Age: 67 years 2013. Kariath, Valiakulam Independent Director Road, Edakochi, Director’s Identification Ernakulam – 682 010 Number: 00951332 K. John Mathew Indian January 23, 1445, Kattapurath Nil Age: 81 years 2008 41 Division, Independent Director Veekshanam Road, Director’s Identification Kochi Corporation, Number: 00371128 Ernakulam Kerala 682 018 John K. Paul Indian July 21, 2010 Kuttukaran House 1. Popular Vehicles and Services Limited Age: 60 years St Benedict Road, 2. Popular Kuttukaran Cars Private Limited Independent Director Ernakulam 3. Popular Auto Dealers Private Limited Director Identification Kerala 682 018 4. Popular Auto Spares Private Limited Number: 00016513 5. Popular Autoworks Private Limited George Joseph Indian July 21, 2010 1/362, Melazhakath Wonderla Holidays Limited Age: 64 years House, Alanickal Independent Director Estate Road, Arakulam Director Identification P.O.,Idukki district Number: 00253754 Kerala 685 591 For further details, please refer to the Section titled “Our Management on page 103 of the Prospectus. FINANCIAL INFORMATION ANNEXURE-I: REFORMATTED SUMMARY STATEMENT OF ASSETS AND LIABILITIES (` in millions) Particulars Note As at June As at March As at March As at March As at March As at March 30, 2013 31, 2013 31, 2012 31, 2011 31, 2010 31, 2009 EQUITY AND LIABILITIES I Shareholders’ funds (a) Share capital 1 3,717.13 3,717.13 3,717.13 3,202.13 3,010.00 490.00 (b) Reserves and surplus 2 35,577.39 33,638.52 25,540.19 10,142.00 2,835.46 3,212.27 39,294.52 37,355.65 29,257.32 13,344.13 5,845.46 3,702.27 II Non-current liabilities (a) Long-term borrowings 3 78,482.71 79,529.42 62,416.53 26,692.18 11,208.20 6,638.74 (b) Other Long term liabilities 4 6,651.75 5,633.84 2,686.94 1,258.61 749.82 443.94 (c) Long-term provisions 25.44 2.41 - - - - 85,159.90 85,165.67 65,103.47 27,950.79 11,958.02 7,082.68 III Current liabilities (a) Short-term borrowings 3 88,505.30 94,802.41 92,386.82 72,414.08 22,315.07 11,468.93 (b) Trade Payables & 5 78,617.67 73,155.91 44,227.65 22,899.69 23,056.51 14,909.89 Other current liabilities (c) Short-term provisions 6 3,784.78 3,683.01 2,746.76 601.31 180.44 43.90 170,907.75 171,641.33 139,361.23 95,915.08 45,552.02 26,422.72 Total Equity and 295,362.17 294,162.65 233,722.02 137,210.00 63,355.50 37,207.67 Liabilities (I+II+III) ASSETS IV Non-current assets (a) Fixed assets 7 Tangible assets 3,004.67 2,888.08 2,621.06 1,835.57 1,242.05 1,161.91

MUTHOOT FINANCE LIMITED 31 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

Particulars Note As at June As at March As at March As at March As at March As at March 30, 2013 31, 2013 31, 2012 31, 2011 31, 2010 31, 2009 Intangible assets 5.26 5.70 5.84 2.21 3.54 87.80 Capital work-in-progress 70.89 95.96 38.95 47.97 83.37 34.01 Intangible assets under 46.73 40.43 16.42 - - - development (b) Non-current investments 8 75.05 75.05 75.05 75.05 75.05 75.31 (c) Deferred tax assets (net) 207.57 195.45 3.90 (24.74) (24.83) (37.87) (d) Long-term loans and advances 9 1,047.37 1,045.22 1,098.70 903.86 429.71 233.42 (e) Other non-current assets 10 - - 0.51 - - - 4,457.54 4,345.89 3,860.43 2,839.92 1,808.89 1,554.58 V Current Assets (a) Current investments 11 358.00 750.00 900.00 - - 10.00 (b) Trade receivables 12 13,982.99 11,481.77 7,340.23 3,468.66 1,392.02 1,196.73 (c) Cash and Cash Equivalents 13 17,702.18 13,419.98 7,950.39 13,754.95 5,759.92 8,825.32 (d) Short-term loans and advances 14 258,843.06 264,131.09 213,600.22 117,057.22 54,390.16 25,599.29 (e) Other current assets 15 18.40 33.92 70.75 89.25 4.51 21.75 290,904.63 289,816.76 229,861.59 134,370.08 61,546.61 35,653.09 Total Assets (IV+V) 295,362.17 294,162.65 233,722.02 137,210.00 63,355.50 37,207.67 Net Worth Represented by Share Capital 3,717.13 3,717.13 3,717.13 3,202.13 3,010.00 490.00 Reserves and Surplus 35,577.39 33,638.52 25,540.19 10,142.00 2,835.46 3,212.27 NET WORTH 39,294.52 37,355.65 29,257.32 13,344.13 5,845.46 3,702.27 ANNEXURE-II: REFORMATTED SUMMARY STATEMENT OF PROFIT AND LOSS Particulars Note Forthe period For the year For the year For the year For the year For the year ended June ended March ended March ended March ended March ended March 30, 2013 31, 2013 31, 2012 31, 2011 31, 2010 31, 2009 A INCOME i Revenue from Operations 16 12,839.29 53,588.98 45,366.72 23,015.05 10,804.94 6,120.66 ii Other income 17 18.69 282.38 123.84 143.62 88.86 83.36 Total Revenue 12,857.98 53,871.36 45,490.56 23,158.67 10,893.80 6,204.02 B EXPENSES i Employee benefits expense 18 1,408.45 5,452.75 4,144.77 2,209.49 1,169.44 677.01 ii Finance costs 19 7,295.86 28,194.44 23,698.99 10,382.87 4,745.36 3,109.28 iii Other expenses 20 979.67 3,567.83 3,393.18 2,239.47 1,146.57 698.59 iv Directors Remuneration 48.00 192.00 192.00 192.00 192.23 120.90 v Depreciation and 7 106.89 454.43 329.18 180.98 157.51 109.69 amortization Expense vi Provisions and Write Offs 21 84.76 895.46 419.97 341.75 27.16 6.85 Total expenses 9,923.63 38,756.91 32,178.09 15,546.56 7,438.27 4,722.32 C Profit Before Tax (A-B) 2,934.35 15,114.45 13,312.47 7,612.11 3,455.53 1,481.70 D Tax expense i Current tax 1,007.60 5,171.10 4,420.86 2,670.46 1,192.81 508.36 ii Deferred tax (12.12) (191.55) (28.63) (0.11) (13.03) (3.86) iii Taxes relating to Previous - 92.51 - - - - Years Total tax expenses 995.48 5,072.06 4,392.23 2,670.35 1,179.78 504.50 E Profit for the year 1,938.87 10,042.39 8,920.24 4,941.76 2,275.75 977.20 Adjustments of earlier year ANN - - - 9.41 (4.46) Income Tax Interest paid in VI C 2009-10 reclassified to the respective years Adjustment of excess ANN - - - - 5.96 provision of income tax, for VI C earlier years written back Net Adjustments - - - 9.41 1.50 Net Profit/(Loss) as Restated 1,938.87 10,042.39 8,920.24 4,941.76 2,285.16 978.70

32 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

DISCLOSURES ON EXISTING FINANCIAL INDEBTEDNESS Controller cum District Munisiff under section 11(3) of the Kerala Buildings (Lease and Rent Control) Act, 1965. The Company For details, please refer to Section titled “DISCLOSURES ON had entered into a lease agreement with the petitioners to rent EXISTING FINANCIAL INDEBTEDNESS” on page 199 of the the property at room No. 1144/47, Ward 24, Kollam by lease Prospectus. agreement dated January 14, 2005 for a period of 10 years. The petitioners have instituted this petition for evicting the Company LEGAL AND OTHER INFORMATION from the leased premises. The matter was last posted for hearing on December 18, 2013 and the court has now transfered the matter PENDING PROCEEDINGS AND STATUTORY DEFAULTS to the mediation centre for settlement. The matter is currently pending. As on the date of the Prospectus, there are no defaults in meeting 5. V. Karthik, the plaintiff has filed a suit (O.S. No. 10 of 2011) before statutory dues, institutional dues, and towards holders of instrument the District Court, Trichy, against G. Vijayakumar, S. Ganeshan, like debentures, fixed deposits and arrears on cumulative preference and 59 others, including the Company. The suit relates to the shares, etc, by our Company or by public companies promoted by the schedule property in which the Company is a tenant. The plaintiff Promoters and listed on the BSE or NSE. has alleged that he is entitled to half of the schedule property Save as disclosed below, there are no pending proceedings pertaining and has sought a decree of partition against G. Vijayakumar to: and S. Ganeshan and a mandatory injunction against the other (a) matters likely to affect operation and finances of our Company defendants directing them to pay rent to the plaintiff in respect including disputed tax liabilities of any nature; and of his share of the schedule property. This matterwas posted for (b) criminal prosecution launched against our Company and the hearing on March 01, 2014 and is currently pending. Directors for alleged offences under the enactments specified in 6. S. Kalavathi, the plaintiff, has filed a suit (O.S No. 377 of 2012) Paragraph 1 of Part I of Schedule XIII to the Act. dated October 17, 2012, before the Court of the Subordinate Judge, Litigations against our Company Dindigul against Balammal, Sujatha and 11 others, including Civil cases the Company. The suit relates to the schedule property in which 1. T. Manivasagam, the petitioner, has filed a petition (R.C.O.P.No. the Company is a tenant. The plaintiff has alleged that she is 48 of 2010) on December 21, 2010 against our Company before entitled to one fifth of the schedule property and has sought a the District Munsiff cum Rent Controller at Poonamallee under decree directing Balammal and Sujatha to partition the property, sections 10(3)(a)(i), (ii) and (iii) of the Tamil Nadu Buildings failing which a commissioner should be appointed to partition the (Lease & Rent Control) Act, 1960. The petitioner had leased out schedule property. The plaintiff has also sought a decree directing the premises at First Floor, No 175, Trunk Road, Poonamallee, the other defendants to deposit the rent amounts payable by them, Chennai, to the Company by a rental agreement dated July 10, in the court. This matter has been posted for the defendant’s 2006. The petitioner has filed the present petition seeking an order evidence on March 27, 2014 and is currently pending. of eviction directing the Company to vacate the leased premises 7. Kamaljeet Singh Kumar, the plaintiff has filed a suit (no. 100 of and for costs of the proceedings. The District Munsiff Cum Rent 2008) dated April 23, 2009, before the Additional District Judge, Controller has passed an order dated January 23, 2012 in favour Delhi against the Company, seeking the arrears of rent, mesne of T. Manivasagam and ordered the Company to evict the leased profits and costs for alleged damage caused to the property by premises. The Company has filed an appeal (R.C.O.P. No. 12 the Company amounting to ` 911,773. The plaintiff is the owner of 2012) against the said order before the Subordinate Judge at of property that was leased to the Company. The plaintiff claims Poonmale. This matter is posted for hearing on March 10, 2014 that the lease was terminated as the Company stopped making and is currently pending. rent payments, but the Company is still in possession of the 2. Selvin Jayakumar, the plaintiff, has filed a suit (OS 52 of 2011) property and substantial damage has been caused to the property against the Company before the Munsiff court, Devikulam by the plaintiff. The Company in its reply, has contended that it on February 10, 2011. The plaintiff is the landlord of premises terminated the tenancy vide a communication to the plaintiff dated taken on lease by the Company for one of its branch offices. The May 01, 2007 and called upon the plaintiff to take possession of plaintiff had filed the suit praying for direction to put an end to the property. It has stated that the property has been lying vacant the occupation of the Company under the licence agreement and and locked since May 31, 2007 as the plaintiff is refusing to take vacate the premises by a decree of mandatory injunction and for possession of the same. It has also stated that the rent amounts till a direction to pay an amount of ` 0.1 million as arrears of license May 31, 2007 have been paid in full and denied that any damage fees and damages. This matter is posted for April 08, 2014 and is has been caused by the Company to the property. This matter currently pending. has been posted for plaintiff’s evidence on May 05, 2014 and is 3. R. Thangavel Chettiar, the petitioner has filed a petition (R.C.O.P currently pending. No. 01 of 2011), before the Rent Controller cum District Munsiff 8. Venkatachala A., the plaintiff has filed a suit (O.S. No. 6496 of at Orathanadu under section 10(3) A (ii) of the Tamil Nadu 2011), dated September 08, 2011, before the Court of the City Buildings (Lease and Controls) Act, 1960 against the Company. Civil Judge at Bangalore against the Company. The plaintiff has The petitioner had leased out property located at No. 155, South alleged that he availed a loan of ` 1,05,000 from the Company on Bazaar Street, Orathanadu Town to the Company. The petitioner May 26, 2009 and when he approached the Company to repay the has filed the present petition seeking an order of eviction against loan, an interest amount of ` 80,000 was demanded along with the Company from such premises.The matter has been disposed the loan amount. The plaintiff has further alleged that he issued a off against our Company on August 26, 2013 and an appeal has legal notice to the Company asking them to accept ` 20,000 as the been filed by the Company before the Rent Control Appellate interest, which was not accepted by the Company. The plaintiff Authority cum Principal Subordinate Judge, Thanjavur which is apprehends that the pledged items will be auctioned and has sought pending admission. an order restraining the Company from auctioning the pledged 4. Sunil Kumar, Anil Kumar and Ajit Kumar, the petitioners have items and grant any other relief that the court deems fit. The filed a petition (R.C.O.P. No. 5 of 2012), before the Kollan Rent plaintiff has also applied for a temporary injunction restraining

MUTHOOT FINANCE LIMITED 33 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS the Company from auctioning the pledged items pending disposal has stated that the Company has made payment of ` 4,500 to the of the suit. The Company in its written statement has denied the security agency for appointment of the security guard, which is allegations of the plaintiff and stated that he never approached above the prescribed minimum wage rate. This matter is currently the Company to repay the loan amount. The Company contends pending. that the plaintiff was unable to repay the amount but sought that 13. S.Devendran, the applicant, has filed an application (I.D 34 of the loan amount be enhanced on two separate occasions which 2013) against the Company before the Labour Court at Kollam were agreed to by the Company, thereby enhancing the principle on April 4, 2013. The applicant had been working as a Branch loan amount from ` 1,05,000 to ` 1,40,000. Together with the Manager at the Nellimoodu branch of the Company. He was been interest and penal interest for the said period, the plaintiff is liable dismissed from the service for allegedly receiving counterfeit to repay ` 2,02,811to the Company. The Company contends that notes in respect of a certain loan repayment, without conducting these material facts have been suppressed by the plaintiff and an enquiry and framing specific charges. The applicant has filed sought that the suit be dismissed. This matter has been posted for this application for a declaration to the effect that his dismissal hearing on March 14, 2014and is currently pending. from service was irregular and illegal and for being reinstated 9. J.S Kannan, the petitioner, has filed a petition (O.P No. 279 of in service with back wages, continuity in service and all other 2012) against the Company before the City Civil Court at Chennai benefits.This matter is posted for writtenstatement on March 20, on December 14, 2012. The petitioner has sought an ad-interim 2014and is currently pending. injunction restraining the Company from depositing certain 14. G.T Sreekumar, the plaintiff, has filed a suit (O.S No. 491 of 2013) cheques pending disposal of original petition. The original against the Company before the Munsiff’s Court, Nedumangadu petition seeks to restrain the Company from charging variable on June 27, 2013. The plaintiff has filed the suit praying for and exorbitant interest rates for repayment of loan secured by permanent prohibitory injunction restraining the Company from gold jewels, in contravention of the Tamil Nadu Prohibition of selling, without giving notice to the plaintiff, gold ornaments Charging Exhorbitant Interest Act, 2003. The Petitioner has also pledged for the purpose of securing loan for cultivation and prayed for restraining the Company from auctioning the pledged running the financial company of the plaintiff. This matter jewelry. This matter was posted for further enquiry on October wasposted toDecember 12, 2013 for filing of written statement. 25, 2013 and has been dismissed on account of non-appearance Thereafter, the suit was dismissed as not pressed even though by the petitioner. No appeal has been filed by the petitioner as on the court had given directions to auction all accounts that have the date of this Issue. completed more than one year. 10. S.Raja, the petitoner, has filed a petition (O.P No. 278 of 2012) 15. Y. Jawahar Ali and Jahira Banu, the plaintiffs have filed a suit against the Company before the City Civil Court at Chennai (RCOP No. 1436 of 2012) against the Company before the Small on December 14, 2012. The petitioner has sought an ad-interim Causes Court cum Rent Controller Authority at Chennai in July injunction restraining the Company from depositing certain 2012. The plaintiffs have filed the suit for fixation of fair rent cheques pending disposal of the original petition. The original for certain premises occupied by the Company, belonging to the petition seeks to restrain the Company from charging variable plaintiffs. Accordingly, the court passed an order dated July 29, and exorbitant interest rates for repayment of loan secured by 2013, fixing the fair rent as ` 54,254 per month. The Company gold jewels. The Petitioner also prays for restraining the Company has filed an appeal against this order before the Court of Small from auctioning the pledged jewelry.This matter was posted for Causes Judge cum Rent Control Appellate Authority, Chennai further enquiry on October 25, 2013 andhas been dismissed on (RCA No. 464 of 2013) on the grounds that the trial court has account of non-appearance by the petitioner.No appeal has been erred in fixing the fair rent and has not considered the true facts filed by the petitioner as on the date of this Issue. and circumstances of the cases. This matter is posted for hearing 11. K.Madasamy, the petitioner, has filed a petition (O.P No. 280 of on April 28, 2014 and is currently pending. 2012) against the Company before the City Civil Court at Chennai 16. Microsoft Corporation and Microsoft Corporation India Private on December 14, 2012. The petitioner is the owner of a school. Limited, the plaintiffs have filed a case against the Company The petitioner has sought an ad-interim injunction restraining (CS (OS) No: 2441 of 2013) before the Delhi High Court alleging the Company from disposing of the petitioner’s jewels pledged usage by the Company of unlicensed copies of software belonging for securing loan. The petitioner has also contended that the to the plaintiffs for commercial purposes. The plaintiffs have varying and exhorbitant rates of interest on loans charged by the thus sought, among others, permanent injunction, restraining Company are violative of the Tamil Nadu Prohibition of Charging copyright infringement, rendition of accounts and damages Exorbitant Interest Act, 2003. This matter was posted for further against the Company. The Company has filed its objections to the enquiry on October 25, 2013 and has been dismissed on account application of local inspection and the interim commission report. of non-appearance by the petitioner.No appeal has been filed by The matter is currently pending. the petitioner as on the date of this Issue. 17. K.P. Kalpana, the plaintiff has filed a suit (OS.No.6157 of 2013) 12. The State of Karnataka, represented by the Labour Inspector, against the Company before the court of the City Civil Judge, Hannovar circle has filed a complaint (Kveka/Claim 09/2012- Bangalore on August 19, 2013. The plaintiff has leased the first 13) against the Company under the Minimum Wages Act, 1948 floor premises of building bearing number 25, Sathyam Complex, alleging non-payment of minimum wages by the Company to Bangalore to the Company on a month to month basis. The one, Krishna Ganappaya Naik who was employed as a security plaintiff has stated that the Company has not vacated the leased guard at the Company’s branch office at Karwar. The Company premises despite termination of tenancy and has thus filed the suit has accordingly filed objections in the matter on March, 13, for recovery of possession of the premises and for grant of mesne 2013 before the Labour Officer and Minimum Wages Authority profits for illegal occupation of the premises.The Company has Uttarkannda District, Karwar and has stated that the security filed its written statement and the case is posted for hearing on guard was in fact not an employee of the Company but was March 28, 2014. This matter is currently pending. employed by Siddeshwar Security Agency, Belgaum, at the 18. Ravi Kumar, the plaintiff has filed a suit (OS No.692 of 13) Company’s Karwar branch office, on contract basis and was against the Company before the court of the Subordinate Judge, being paid salary by such security agency. Further, the Company Thiruchirapalli on August 02, 2013. The plaintiff has leased

34 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS a portion in the ground floor and aportionof the third floor of complainant has alleged that he has repaid the entire outstanding MDSR Enclave, Promenade Road, Cantonment, Thiruchirapalli loan amount and the Company is illegally retaining the gold to the Company. The plaintiff has alleged that the Company ornaments. The complainant has further alleged that the Company has not been making necessary payments of service tax for the has forged documents regarding the return of gold pledged with abovementioned premises.The plaintiff has thus filed the suit them so as to cause wrongful loss to the complainant. In the for the recovery of service tax with subsequent interest of 12% said complaint, summons have been issued against the accused from the date of the plaint till the date of the decree and a further persons.. The Company has filed a petition on January 31, 2012 interest of 6% till the date of realisation.The case was posted for under section 482 of the Code of Criminal Procedure in the High written statement on March 26, 2014. The matter is currently Court of Punjab and Haryana at Chandigarh. This matter is posted pending. on March 22, 2014 for evidence and is currently pending. 19. Arulsamy, the plaintiff has filed a suit (OS No.171 of 2013) against 4. The Assistant Registrar, Co-operative Society, the complainant, the Company before the court of the Sub Judge, Sivagangai had filed an FIR against the Company under sections 5 and 28 of Town, Tamil Nadu. The plaintiff has leased the building bearing Karnataka Money Lenders Act, 1961 and sections 4 and 15 of the door no. 1545, Annai Complex to the Companyon February 17, Karnataka Prohibition of Charging Exorbitant Interest Act, 2004. 2005. The plaintiff has filed the suit for directing the Companyto The Company has filed a petition (Criminal Petition No. 3981 of vacate the premises and pay unpaid rent amounts along with an 2012) before the High Court of Karnataka, Bangalore to quash interest of 12% per annum from the date of the plaint till the the FIR. The court vide order dated July 24, 2012 has granted an date ofrealisation of the plaint. The case is posted for hearing on interim stay till the disposal of the matter. The matter is currently March 28, 2014 and is currently pending. pending. Criminal cases 5. Maddula Sampath Kumar, the complainant, has filed a petition 1. Davidson Tharmaraj, the complainant, has instituted a criminal (CC no. 346 of 2012) against theCompany and its Directors. case (C.C. No. 110 of 2011) before the Court of the Judicial The complainant’s late cousin Mr. M. Anil Kumar had availed 4 Magistrate, Tenkasi against the Company, the Promoters, personal loans from the Company on June 29, 2009 and July 01, Subramanian, the ex-Manager of the Tenkasi south Masi street 2009, of ` 0.66 lakh on gold that he had taken from the complainant branch of the Company and A. Mahadevan Pillai, the gold and the complainant’s mother without their knowledge. The auctioneer, the accused in the present case. The complainant has personal loans carried an interest rate of 29% per annum. The alleged that between January 12, 2004 and February 9, 2004, complainant approached the Company seeking foreclosure of on the advice of one of the accused, he pledged gold ornaments the loans on August 01, 2009 and a reduction of the rate of the and availed loans from the Company on four separate occasions, loan to the minimum slab of 12% per annum on humanitarian amounting to a sum of ` 0.1 million without the accused having grounds. The complainant alleges that he was ready to settle the mentioned the rate of interest of such loans. The complainant amount at that date of making the request; however the Company has also alleged that the Company’s pawn broker license had took nine months to process the said request. The complainant expired in March, 2003 and has not been renewed and hence the claims that the Company did so with mala fide intent to extract Company was not authorised to conduct the auctions as it was interest at exorbitant rates for the said nine months in violation of in contravention of the Tamil Nadu Pawn Brokers Act, 1943. the provisions of the Consumer Protection Act, 1986. According The complainant has alleged that the accused were guilty of to the complainant, this amounts to an unfair trade practice under offences under sections 420, 419, 406 and 409 of the IPC read the Consumer Protection Act, 1986. The complainant further with section 120(b) of the IPC. The Company and other accused claims the rate of interest is violative of the principles of the RBI have filed a criminal original petition Crl.OP(MD) No. 7174of guidelines. The complainant has prayed for a refund of ` 0.15 2011 before the High Court of Judicature at Madras, Madurai million and additional compensation of ` 0.06million for mental Bench, seeking to have the proceedings in the present case (C.C. agony, hardship caused to the complainant and costs. The matter 110 of 2011) quashed. The Madurai Bench of the Madras High is posted for hearing on March 06, 2014 and is currently pending. Court has passed two orders on June 24, 2011 dispensing with the 6. V. Sathyamoorthy, the petitioner, has filed Crl. O.P. No. 1024 of personal appearance of the accused and staying all proceedings 2006 before the Court of the Munsiff cum Judicial Magistrate in the present case on the file of the Judicial Magistrate, Tenkasi, at Bodinayakanur, against the Company alleging charging pending disposal of the above Crl.OP(MD) No. 7174 of 2011. The of excessive rates of interest by the Company in respect of the matter is currently pending. loan availed by the petitioner, and for issuing an intimation 2. Vipin Bhola, the complainant in the present matter, has filed a notice without furnishing exact statement of accounts, thereby criminal complaint (CC No: 106 of 2012), under sections 406, contravening the Tamil Nadu Pawn Brokers Act, 1943 and 467, 468 and 471 of the IPC against the Company and certain applicable RBI guidelines. This matter is posted on March 26, employees before the Judicial Magistrate, Gurgaon. The 2014 for production of documents and is currently pending. complainant has alleged that he was an agent of the Company For details, please refer to Section titled “LEGAL AND OTHER and that he has deposited gold ornaments with the Company. INFORMATION” on page 265 of the Prospectus. The complainant has also alleged that the Company has refused OTHER REGULATORY AND STATUTORY DISCLOSURES to redeem the ornaments pledged with it against part re-payment of the amount of loan taken by the complainant. This matter Authority for the Issue is posted for consideration on March 22, 2014 and is currently At the meeting of the Board of Directors of our Company, held on pending. January 30, 2014the Directors approved the issue of NCDs to the 3. Deepankar Bhola, the complainant, has filed a criminal complaint public upto an amount not exceeding ` 2,000million. (CC No: 31 of 2011), under sections 405, 420, 467, 468, 506 and Prohibition by SEBI 120B of the IPC before the Court of Chief Judicial Magistrate, Our Company, persons in control of our Company and/or our Gurgaon against the Company and few of its Directors, the Promoters have not been restrained, prohibited or debarred by SEBI accused in the case. The complainant had obtained a loan from from accessing the securities market or dealing in securities and no the Company by pledging 407.50 gms of gold ornaments. The such order or direction is in force. Further, no member of our promoter

MUTHOOT FINANCE LIMITED 35 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS group has been prohibited or debarred by SEBI from accessing the Reformatted Summary Financial Statements in the form and context in securities market or dealing in securities due to fraud. which they appear in the Prospectus, have been obtained and the same Disclaimer Clause of the BSE will be filed along with a copy of the Prospectus with the Registrar of “BSE Limited (“the Exchange”) has given vide its letter dated March Companies, Kerala and Lakshwadeeep. 03, 2014, permission to this Company to use the Exchange’s name in this Expert Opinion offer document as one of the stock exchanges on which the company’s Except the (i) Auditors report on Financial Statements issued by securities are proposed to be listed. The Exchange has scrutinised this Rangamani & Co, Chartered Accountants dated February 05, 2014, offer document for its limited internal purpose deciding the matter of and (ii) Statement of Tax Benefits issued by Rangamani &Co, granting this aforesaid permission to this Company. The Exchange Chartered Accountants dated February 05, 2014, and (iii) reports does not in any manner: – issued by ICRAdated February 17, 2014in respect of the credit ratings a) warrant, certify, or endorse the correctness or completeness of any issued thereby for this Issue which furnishes the rationale for its rating of the contents of the offer document; or our Company has not obtained any expert opinions. b) warrant that this Company’s securities will be listed or will continue Common form of Transfer to be listed on the Exchange; or The Issuer undertakes that there shall be a common form of transfer for c) take any responsibility for the financial or other soundness of the the NCDs and the provisions of the Companies Act, 1956/the relevant Company, its promoters, its management, or any scheme or project provisions of the Companies Act, 2013 applicable as on the date of of the Company; the Prospectus and all applicable laws shall be duly complied with in and it should not for any reason be deemed or construed that this offer respect of all transfer of debentures and registration thereof. document has been cleared or approved by the Exchange. Every person Minimum Subscription who desires to apply for or otherwise acquire any securities of this If our Company does not receive the minimum subscription of 75% Company may do so pursuant to independent inquiry, investigation and of the Base Issue, i.e. ` 750.00 million, the entire subscription shall analysis and shall not have any claim against the Exchange whatsoever be refunded to the applicants within 30 Working Days from the date by reason of any loss which may be suffered by such person consequent of closure of the Issue. If there is delay in the refund of subscription to or in connection with such subscription/ acquisition whether by by more than 8 days after our Company becomes liable to refund the reason of anything stated or omitted to be stated herein or for any other subscription amount, our Company will pay interest for the delayed reason whatsoever.” period, at rates prescribed under sub-sections (2) and (2A) of Section Disclaimer Clause of the RBI 73 of the Companies Act, 1956. THE COMPANY IS HAVING A VALID CERTIFICATE OF Filing of the Draft Prospectus REGISTRATION DATED DECEMBER 12, 2008 ISSUED BY THE A copy of theDraft Prospectus has been filed with theDesignated RESERVE BANK OF INDIA UNDER SECTION 45 IA OF THE Stock Exchange in terms of Regulation 7 of the Debt Regulations for RESERVE BANK OF INDIA ACT, 1934. HOWEVER, THE RBI dissemination on their website. DOES NOT ACCEPT ANY RESPONSIBILITY OR GUARANTEE Debenture Redemption Reserve ABOUT THE PRESENT POSITION AS TO THE FINANCIAL Section 117C of the Act states that any company that intends to issue SOUNDNESS OF THE COMPANY OR FOR THE CORRECTNESS debentures must create a DRR to which adequate amounts shall be OF ANY OF THE STATEMENTS OR REPRESENTATIONS MADE credited out of the profits of the company until the redemption of the OR OPINIONS EXPRESSED BY THE COMPANY AND FOR debentures. The Ministry of Corporate Affairs has, through its circular REPAYMENT OF DEPOSITS/ DISCHARGE OF LIABILITY BY dated April 18, 2002, (“Circular”), specified that the quantum of DRR THE COMPANY. to be created before the redemption liability actually arises in normal Listing circumstances should be ‘adequate’ to pay the value of the debentures The NCDs proposed to be offered in pursuance of the Prospectus plus accrued interest, (if not already paid), till the debentures are will be listed on the BSE. We have received the in-principle approval redeemed and cancelled. The Circular however further specifies that, dated March 03, 2014from the BSE.The application for listing of the for NBFCs like our Company, (NBFCs which are registered with the NCDs will be made to BSE at an appropriate stage. If permission to RBI under Section 45-IA of the RBI Act), the adequacy of the DRR deal in and for an official quotation of our NCDs is not granted by the will be 50% of the value of debentures issued through the public issue. BSE, our Company will forthwith repay, without interest, all monies Accordingly, our Company is required to create a DRR of 50% of the received from the applications in pursuance of the Prospectus. value of debentures issued through the public issue. As further clarified Our Company shall ensure that all steps for the completion of the by the Circular, the amount to be credited as DRR will be carved out of necessary formalities for listing and commencement of trading at the the profits of the company only and there is no obligation on the part of stock exchange mentioned above are taken within 15 Working Days the company to create DRR if there is no profit for the particular year. from the date of allotment. Our Company shall credit adequate amounts of DRR, from its profits For the avoidance of doubt, it is hereby clarified that in the event of every year until such NCDs are redeemed. The amounts credited to non subscription to any one or more of the Options, such NCDs with DRR shall not be utilized by the company except for the redemption of Option(s) shall not be listed. the NCDs.The MCA circular dated February 11, 2013 clarified that ‘the Consents adequacy’ of DRR for NBFCs registered with the RBI under Section Consents in writing of: (a) the Directors, (b) our Company Secretary 45-lA of the RBI (Amendment) Act, 1997 shall be 25% of the value of and Compliance Officer, (c) Bankers to our Company, (d) Lead debentures issued through a public issue as per the Debt Regulations. Manager, (e) the Registrar to the Issue, (f) Legal Advisor to the Issue, Accordingly our Company is required to create a DRR of 25% of the (g) Credit Rating Agencies, and (h) the Debenture Trustee to act in value of the NCDs issued through the Issue. As further clarified by the their respective capacities, have been obtained and the same will be DRR Circular, the amount to be credited as DRR will be carved out of filed along with a copy of the Prospectus with the ROC. the profits of the company only if there is profit for the particular year The consent of the Statutory Auditors of our Company, namely and there is no obligation on the part of the company to create DRR Rangamani & Co, Chartered Accountants for (a) inclusion of if there is no profit for the particular year. Our Company shall credit their names as the Statutory Auditors, (b) examination reports on adequate amounts to DRR, from its profits every year until such NCDs are redeemed. The amounts credited to DRR shall not be utilized by

36 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS our Company except for the redemption of the NCDs. As per the MCA in funding sources would have a material adverse effect on our circular bearing number 04/2013, every company required to create or liquidity and financial condition. maintain DRR shall before the 30th day of April of each year, deposit 4. Our financial performance is particularly vulnerable to interest or invest, as the case may be, a sum which shall not be less than 15% rate risk. If we fail to adequately manage our interest rate risk of the amount of its debentures maturing during the year ending on the in the future it could have an adverse effect on our net interest 31st day of March, following any one or more of the following methods, margin, thereby adversely affecting our business and financial namely:(a) in deposits with any scheduled bank, free from charge or condition. lien; (b) in unencumbered securities of the Central Government or of 5. We may not be able to recover the full loan amount, and the any State Government; (c) in unencumbered securities mentioned in value of the collateral may not be sufficient to cover the clauses (a) to (d) and (ee) of section 20 of the Indian Trusts Act, 1882; outstanding amounts due under defaulted loans. Failure to (d) in unencumbered bonds issued by any other company which is recover the value of the collateral could expose us to a potential notified under clause (f) of section 20 of the Indian Trusts Act, 1882. loss, thereby adversely affect our financial condition and results The amount deposited or invested, as the case may be, shall not be of operations. utilized for any purpose other than for the repayment of debentures 6. We face increasing competition in our business which may maturing during the year referred to above, provided that the amount result in declining margins if we are unable to compete remaining deposited or invested, as the case may be, shall not at any effectively. Increasing competition may have an adverse effect time fall below 15% of the amount of debentures maturing during the on our net interest margin, and, if we are unable to compete 31st day of March of that year. This may have a bearing on the timely successfully, our market share may decline. redemption of the NCDs by our Company. 7. We have certain contingent liabilities; in the event any of these RISK FACTORS contingent liabilities materialise, our financial condition may be adversely affected. Prospective investors should carefully consider the risks and uncertainties described below, in addition to the other information 8. We may not be able to successfully sustain our growth strategy. contained in the Prospectus including the sections titled “Our Inability to effectively manage our growth and related issues Business” and “Financial Information” at pages 83 and 127 of the could materially and adversely affect our business and impact Prospectus respectively, before making any investment decision our future financial performance. relating to the NCDs.If any of the following risks or other risks that 9. We may not be in compliance with relevant state money lending are not currently known or are now deemed immaterial, actually laws, which could adversely affect our business. In the event occur, our business, financial condition and result of operation could that any state government requires us to comply with the suffer, the trading price of the NCDs could decline and you may lose provisions of their respective state money lending laws, or all or part of your interest and / or redemption amounts. The risks and imposes any penalty, including for prior non-compliance, our uncertainties described in this section are not the only risks that we business, results of operations and financial condition may be currently face. Additional risks and uncertainties not known to us or adversely affected. that we currently believe to be immaterial may also have an adverse 10. A major part of our branch network is concentrated in southern effect on our business, results of operations and financial condition. India and any disruption or downturn in the economy of the Unless otherwise stated in the relevant risk factors set forth below, region would adversely affect our operations. we are not in a position to specify or quantify the financial or other 11. Our indebtedness and the conditions and restrictions imposed implications of any of the risks mentioned herein. The ordering of the by our financing agreements could restrict our ability to risk factors is intended to facilitate ease of reading and reference and conduct our business and operations in the manner we desire. does not in any manner indicate the importance of one risk factor over 12. Our financing arrangements contain restrictive covenants another. that may adversely affect our business and operations, some of The Prospectus contains forward looking statements that involve risk which we are currently in breach of or have breached in the and uncertainties. Our Company’s actual results could differ materially past. from those anticipated in these forward looking statements as a result 13. Our Gold Loans are due within one year of disbursement, and of several factors, including the considerations described below and a failure to disburse new loans may result in a reduction of our elsewhere in the Prospectus. loan portfolio and a corresponding decrease in our interest Unless otherwise stated, financial information used in this section is income. derived from the Reformatted Financial Statements as of and for the 14. If we are not able to control or reduce the level of non- years ended March 31, 2009, 2010, 2011, 2012, 2013 and June 30, 2013 performing assets in our portfolio, the overall quality of our prepared under the Indian GAAP. loan portfolio may deteriorate and our results of operations may be adversely affected. INTERNAL RISK FACTORS 15. We face difficulties in carrying out credit risk analyses on our Risks relating to our Business and our Company customers, most of whom are individual borrowers, which could 1. We and certain of our Directors are involved in certain legal have a material and adverse effect on our results of operations and other proceedings (including criminal proceedings) that if and financial condition. determined against us, could have a material adverse effect on 16. Our customer base comprises entirely of individual borrowers, our business, financial condition and results of operations. who generally are more likely to be affected by declining 2. The “Muthoot” logo and other combination marks are proposed economic conditions than large corporate borrowers. Any to be registered in the name of our Promoters. If we are unable decline in the repayment capabilities of our borrowers, may to use the trademarks and logos, our results of operations result in increase in defaults, thereby adversely affecting our may be adversely affected. Further, any loss of rights to use business and financial condition. the trademarks may adversely affect our reputation, goodwill, 17. Because we handle high volume of cash and gold jewellery in a business and our results of operations. dispersed network of branches, we are exposed to operational 3. Our business requires substantial capital, and any disruption risks, including employee negligence, fraud, petty theft,

MUTHOOT FINANCE LIMITED 37 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS burglary and embezzlement, which could harm our results of 34. Our ability to borrow from various banks may be restricted on operations and financial position. account of guidelines issued by the RBI imposing restrictions 18. A decline in our capital adequacy ratio could restrict our future on banks in relation to their exposure to NBFCs. Any limitation business growth. on our ability to borrow from such banks may increase our 19. If we fail to maintain effective internal control over financial cost of borrowing, which could adversely impact our growth, reporting in the future, the accuracy and timing of our financial business and financial condition. reporting may be adversely affected. 35. We have entered into certain transactions with related parties. 20. We may experience difficulties in expanding our business into Any transaction with related parties may involve conflicts of additional geographical markets in India, which may adversely interest. affect our business prospects, financial conditions and results 36. We have not entered into any definitive agreements to utilise a of operations. substantial portion of the net proceeds of the Issue. 21. System failures or inadequacy and security breaches in 37. We continue to be controlled by our Promoters and they will computer systems may adversely affect our operations and continue to have the ability to exercise significant control result in financial loss, disruption of our businesses, regulatory over us. We cannot assure you that exercise of control by our intervention or damage to our reputation. Promoters will always favour our best interest. 22. We may not be able to maintain our current levels of profitability 38. Our business strategy may change in the future and may be due to increased costs or reduced spreads. different from that which is contained herein. Any failure to 23. Our ability to access capital also depends on our credit ratings. successfully diversify into other businesses can adversely affect Any downgrade in our credit ratings would increase borrowing our financial condition. costs and constrain our access to capital and lending markets 39. Our Promoters, Directors and related entities have interests in and, as a result, would negatively affect our net interest margin a number of entities, which are in businesses similar to ours and our business. and this may result in potential conflicts of interest with us. 24. We may be subject to regulations in respect of provisioning 40. We are significantly dependent on our management team and for non-performing assets that are less stringent than in some our ability to attract and retain talent. Loss of any member from other countries.If such provisions are not sufficient to provide our management team can adversely affect our business and adequate cover for loan losses that may occur, this could have results of operation. an adverse effect on our financial condition, liquidity and 41. Our employees may be the target of theft, burglary and other results of operations. crimes which may adversely affect our business, operations, 25. We are subject to supervision and regulation by the RBI as a and ability to recruit and retain employees. non-deposit-taking systemically important NBFC. In case of 42. Our internal procedures, on which we rely for obtaining any adverse change in the regulations, we may have to comply information on our customers and loan collateral, may be with stricter regulations and guidelines issued by regulatory deficient and result in business losses. authorities in India which may adversely affect our business, 43. We do not own a majority of our branches of operation. Any results of operation and financial condition. termination of arrangements for lease of our branches or our 26. Recent RBI regulations have made our Gold Loans ineligible failure to renew the same in a favourable, timely manner, for securitization, making our cost of funds higher. or at all, could adversely affect our business and results of 27. Our ability to assess, monitor and manage risks inherent in our operations. Most of the lease agreements entered into by our business differs from the standards of some of our counterparts Company may not be duly registered or adequately stamped. in India and in some developed countries. Inability to effectively EXTERNAL RISK FACTORS manage our risk management systems can adversely affect our business, financial condition and results of operation. Risk factors related to India 28. Any failure by us to identify, manage, complete and integrate 44. There could be political, economic or other factors that are acquisitions, divestitures and other significant transactions beyond our control but may have a material adverse impact on successfully could adversely affect our results of operations, our business and results of operations should they materialize. business and prospects. 45. A decline in India’s foreign exchange reserves may affect 29. In order to be successful, we must attract, retain and motivate liquidity and interest rates in the Indian economy, which could key employees, and failure to do so could adversely affect our adversely impact our financial condition. business. Failure to hire key executives or employees could 46. Companies operating in India are subject to a variety of central have a significant impact on our operations. and state government taxes and surcharges. Any increases 30. Our insurance coverage may not be adequate to protect us tax rates could adversely affect our business and results of against all potential losses to which we may be subject. Any operations. liability in excess of our insurance claim could have a material 47. Public companies in India, including our Company, may be adverse effect on our results of operations and financial required to prepare financial statements under the IFRS or position. a variation thereof, namely IND AS. The transition to IND 31. Our results of operations could be adversely affected by any AS is still unclear and we may be negatively affected by this disputes with our employees. transition. 32. Our inability to obtain, renew or maintain our statutory and Risks relating to the Issue and the NCDs regulatory permits and approvals required to operate our 48. We cannot guarantee the accuracy or completeness of facts business may have a material adverse effect on our business, and other statistics with respect to India, the Indian economy financial condition and results of operations. and the NBFC and Gold Loan industries contained in the 33. Major lapses of control, system failures or calamities could Prospectus. adversely impact our business. 49. There are certain risks in connection with the Unsecured NCDs.

38 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS 50. There are other lenders and debenture trustees who have pari ● In the event of oversubscription to the Issue, allocation of NCDs passu charge over the Security provided. will be as per the “Basis of Allotment” set out on page 261 of the 51. Changes in interest rate may affect the price of our NCD. Prospectus. Any increase in rate of interest, which frequently accompany ● Our Equity Shares are listed on the NSE and BSE. Our non- inflation and/or a growing economy, are likely to have a convertible debentures issued pursuant to four public issues in negative effect on the price of our NCDs. the past are listed on NSE and/or BSE. 52. You may not be able to recover, on a timely basis or at all, ● As of June 30, 2013, we had certain contingent liabilities the full value of the outstanding amounts and/or the interest not provided for, amounting to ` 165.70 million. For further accrued thereon in connection with the Secured NCDs. Failure information on such contingent liabilities, see “Financial or delay to recover the expected value from a sale or disposition Information” on page 127 of the Prospectus. of the assets charged as security in connection with the Secured ● For further information relating to certain significant legal NCDs could expose you to a potential loss. proceedings that we are involved in, see “Pending Proceedings 53. If we do not generate adequate profits, we may not be able and Statutory Defaults” beginning on page 265 of the Prospectus. to maintain an adequate DRR for the NCDs issued pursuant to theProspectus, which may have a bearing on the timely DECLARATION redemption of the NCDs by our Company. We, the Directors of the Company, certify that all the relevant provisions 54. There may be no active market for the NCDs on the retail debt of the Companies Act, 1956/Companies Act, 2013, as applicable on the market/capital market segment of the BSE. As a result the date of the Prospectus and the guidelines issued by the Government of liquidity and market prices of the NCDs may fail to develop and India or the guidelines issued by the Securities and Exchange Board may accordingly be adversely affected. of India established under Section 3 of the Securities and Exchange 55. There may be a delay in making refund to Applicants. Board of India Act, 1992, as the case may be, have been complied with. 56. Any downgrading in credit rating of our NCDs may adversely We further certify that the disclosures made in the Prospectus are true affect the value of NCDs and thus our ability to raise further and correct and in conformity with Schedule II of the Companies debts. Act, 1956 and the relevant provisions of the Companies Act, 2013 to 57. Securities on our Secured NCDs rank as pari passu with our the extent applicableas on the date of the Prospectus, Schedule I of Company’s secured indebtedness. SEBI (Issue and Listing of Debt Securities) Regulations, 2008, and the 58. Security provided for the Issue may not be enforceable if the Listing Agreement to be executed with the stock exchanges, and no security provided for the Issue is classified as ‘Assets’ under the statement made in the Prospectus is contrary to the provisions of the IT Act and will be void as against any claim in respect of any tax Companies Act, 1956/ the relevant provisions of the Companies Act, or any other sum payable by our Company. 2013 applicable as on the date of the Prospectus or the Securities and 59. Payments to be made on the NCDs will be subordinated to Exchange Board of India Act, 1992 or rules, guidelines and circulars certain tax and other liabilities preferred by law. In the event issued thereunder. of bankruptcy, liquidation or winding-up, there may not be sufficient assets remaining to pay amounts due on the NCDs. SIGNED BY ALL DIRECTORS: 60. The fund requirement and deployment mentioned in the Objects of the Issue have not been appraised by any bank or financial institution. M. G. George Muthoot Sd/- 61. The Prospectus includes certain unaudited financial Whole Time Director and Chairman information, which has been subjected to limited review, in George Thomas Muthoot relation to our Company. Reliance on such information should, Sd/- accordingly, be limited. Whole Time Director Prominent Notes: George Jacob Muthoot ● This is a public issue of Secured NCDs and Unsecured NCDs Sd/- aggregating up to ` 1,000.00 million with an option to retain over- Whole Time Director subscription up to ` 1,000.00 million for issuance of additional George Alexander Muthoot Secured NCDs and Unsecured NCDs aggregating to a total of up Sd/- to ` 2,000.00 million. The Unsecured NCDs will be in the nature Managing Director of the Subordinated Debt and will be eligible for Tier II capital. K. George John ● For details on the interest of our Company’s Directors, see the Sd/- sections titled “Our Management” and “Capital Structure” Independent Director beginning at pages 103 and 62 of the Prospectus, respectively. K. John Mathew ● Our Company has entered into certain related party transactions, Sd/- within the meaning of AS 18 as notified by the Companies Independent Director (Accounting Standards) Rules, 2006, as disclosed in the section John K Paul titled “Financial Information” beginning on page 127 of the Sd/- Prospectus. Independent Director ● Any clarification or information relating to the Issue shall be George Joseph Sd/- made available by the Lead Manager and our Company to the Independent Director investors at large and no selective or additional information would be available for a section of investors in any manner whatsoever. Date : March 3, 2014 ● Investors may contact the Registrar to the Issue, Compliance Place : Kochi, India Officer, the Lead Manager for any complaints pertaining to the Issue. In case of any specific queries on allotment/refund, Investor may contact the Registrar to the Issue. FOR FURTHER DETAILS, PLEASE REFER TO THE PROSPECTUS

MUTHOOT FINANCE LIMITED 39 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

TIMING FOR SUBMISSION OF APPLICATION FORM Application shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time, “IST”) during the Issue Period as mentioned above by the Members of the Syndicate, Trading Members and designated branches of SCSBs, except that on the Issue Closing Date when the Applications if any, shall be accepted only between 10.00 a.m. and 3.00 p.m. (IST) and shall be uploaded until 5.00 p.m. (IST) or such extended time as permitted by the Stock Exchanges. It is clarified that the Applications not uploaded in the Stock Exchange Platform would be rejected. Due to limitation of time available for uploading the Applications on the Issue Closing Date, the Applicants are advised to submit their Applications one day prior to the Issue Closing Date and, in any case, no later than 3.00 p.m. (IST) on the Issue Closing Date. All times mentioned in the Prospectus are Indian Standard Time. Applicants are cautioned that in the event a large number of Applications are received on the Issue Closing Date, as is typically experienced in public offerings, some Applications may not get uploaded due to lack of sufficient time. Such Applications that cannot be uploaded will not be considered for allocation under the Issue. Applications will be accepted only on Business Days, i.e., Monday to Friday (excluding any public holiday). Neither our Company, nor any Member of the Syndicate, is liable for any failure in uploading the Applications due to faults in any software/hardware system or otherwise. CENTERS FOR AVAILABILITY AND ACCEPTANCE OF APPLICATION FORMS In case of Applicant applying through ASBA Process in any Specified Cities i.e. 12 cities, namely, Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bangalore, Hyderabad, Pune, Baroda and Surat, the ASBA Applicant can also submit their Application Form with the Members of Syndicate, at the addresses provided below, for uploading of the Application. The respective Member of Syndicate after uploading of the Application shall forward the Application Form to the Specified Branches of SCSBs for blocking of funds. At all other places (except Specified Cities, as above),the ASBA Application Forms should be submitted with the Designated Branch of SCSBs only and non ASBA Applications should be submitted to the Members of Syndicate/ Trading Members as specified below: BIDDING CENTRE DETAILS - LEAD BROKERS

ICICI SECURITIES LIMITED MUMBAI : ICICI Securities Ltd, 5th Floor, H.T Parekh Marg, Back Bay Reclamation, Churchgate, MUMBAI - 400020; ICICI Securities Ltd, Shree Sawan Knowledge Park, Gr. Floor, Plot No. D-507, T.T.C Industrial Area, M.I.D.C, Turbhe, Near Juinagar Railway Station, Turbhe - 400705.

AXIS CAPITAL LIMITED

BANGALORE: Axis Capital Ltd, 2A, 2nd Floor, REDIFICE Signature, Hospital Road, Pin : 560001, Ph: 080-40333222. CHENNAI: Axis Securities Ltd, 11, Vijay Delux Apartments, 7/4 First Main Road, CIT Colony, Mylapore, Pin : 600004, Ph: 044-39184335/4226, HYDERABAD: Axis Securities Ltd, 6-3-650/217 B & C, Maheshwari Chambers, 2nd Floor, Somajiguda, Pin: 500082, Ph: 040-39893626/30658502. MUMBAI: Axis Capital Ltd, 4A/5C, Khatau Building, Ground floor, Alkesh Dinesh Mody Marg, Fort, Pin: 400001, Ph: 022-22677901, NEW DELHI: Axis Capital Ltd, 815-816,8th Floor, Ambadeep Building, K.G.Marg, Pin: 110001, Ph: 011-46769649. PUNE: Axis Capital Ltd, 1248 A, Asmani Plaza, 1st Floor, Opp Cafe Goodluck, Deccan Gymkhana, Pin: 411004, Ph: 020-30547125. RAJKOT: Axis Securities Ltd, 703, 7th Floor, Star Chambers, Harihar Chowk, Pin : 360 001, Ph: 9724333149/9427200149.VADODARA: Axis Securities Ltd, 515, Race Course Tower, Pashabhai Park, Race Course, Pin: 390007, Ph: 9377225295. EDELWEISS BROKING LIMITED AHMEDABAD: Edelweiss Broking Limited; Edelweiss House, 2nd Floor, Near Samved Hospital, H. L. Commerce Six Road, Navrangpura, Ahmedabad-380009. Tel: 079-40019888 BANGALORE: Edelweiss Broking Limited; ASWAN, 15/6 Ground Floor, Prime Rose Road, Bangalore – 560001. Tel: 080 – 42471113. HYDERABAD: Edelweiss Broking Limited; 2nd Floor, M B Towers, Plot No.5, Road No.2, Banjara Hills, Hyderabad-500016. Tel: 040–40316911. JAIPUR: Edelweiss Broking Limited; 601/602, 6th Floor, Green House, Ashok Marg, C Scheme, Jaipur 302001. Tel: 0141-4045167. KOLKATA: Edelweiss Broking Limited; Edelweiss, 1st Floor, Chhabil Das Tower, 6 A- Middleton Street, Kolkata, West Bengal- 700071. Tel: 033-40311940. MUMBAI: FORT: Edelweiss Broking Limited; 101,1st Floor, 12 New Bake House, Opp. Maharashtra State Co-op Bank, Near Old Karvy office, Fort, Mumbai-400001. Tel: 022-67494580/81. Edelweiss Broking Limited; 104, 1st Floor, P J Towers, Bombay Stock Exchange Bldg, Fort, Mumbai- 400001. Tel: 022-67471345 / 022-67494586. GHAKTOPAR: Edelweiss Broking Limited; Atlantic Commercial Tower, RB Mehta Road, Near Patel Chowk, Ghatkopar East, Mumbai-400077. Tel: 022-25012611/12, SANTACRUZ: Edelweiss Broking Limited; Office No 111, 1st Floor, Dheeraj Heritage, Near Milan Subway, Santacruz (W), Tel: 022-26485953/84. BORIVALI: Edelweiss Broking Limited, Shop No 10, Sucheta Enclaves, Maharashtra Lane, Off L. T Road Borivali (W) Mumbai-400092. Tel: 022-28914367. NEW DELHI: Edelweiss Broking Limited; 8-B, 8th Floor, Atma Ram House, Tolstoy Marg, New Delhi- 110001., Tel: 011- 46501116/7 PUNE: Edelweiss Broking Limited Office No.101 to 106, 1st Floor, Siddharth Tower, Behind City Pride Talkies, Kothrud, Pune, Maharashtra 411029, Tel: 020-66056672. SURAT: Edelweiss Broking Limited; 108, Vishwakarma Chambers, B/S ITC, Majuragate, Ring Road, Surat – 395002, Tel: 0261-2460537.

40 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

HDFC SECURITIES LIMITED HDFC Securities Limited, I, Think Techno Campus Building-B,”Alpha”, Office Floor 8, Opp. Crompton Greaves, Near Kanjurmarg Station, Kanjurmarg(East), Mumbai 400 042 India. Ph. : 022-30753400

INDIA INFOLINE LIMITED Head Offlice -: IIFL Center, B Wing, Trade Centre, Kamala Mills Compound, Off Senapati Bapat Marg, Lower Parel. AHMEDABAD -: 4th Floor, High Street I, Above promart mall, Law Garden Cross Road, Ahmedabad-380006 Tel No .079- 39874071; India Infoline Limited, 2nd Floor, High Street 1, NR. G.L.S. College, Above Pro Mart Mall, LAW Garden Cross Road, Ahmedabad-380006.-Tel:7567182782. BANGALORE -: 31/9, Krimson Square,2nd Floor, Above Vishal Megamart, Rupena Agrahara, Hosur Main Road, Bangalore 560 068 Tel No. 080-42618100; India Infoline Ltd, Esquire Centre, #9/8, Block No- 2C 2nd Floor, MG Road, MG Road Premia, Banglore-560001.Tel : 080-42778112. BARODA -: GF-14/15 Amrapali Complex Water Tank Road, Karelibaug, Vadodara-390018. Tel No -: 0265-3018261; 3rd Floor, Bhagwan Chambers, Opp. Circuit House, Alkapuri Baroda – 390007. Tel: 9924116183. GF-14/15 Amrapali Complex Water Tank Road, Karelibaug, Vadodara-390018. Tel No -: 0265-3018261. BHUBANESHWAR -: Somi Palace,1st Floor, Plot No-M5/17, Acharya Vihar, Bhubaneswar-751013 Tel No. 0674-2376414. CHANDIGARH -: 3015/16, 2nd Floor, Sec 22D, Opp Kishan Bhawan, Chandigarh-160022.Tel No. 0172- 4650980. CHENNAI -: Tower No-143, MGR Salai, Near To Life Line Hospital Perungudi, Chennai-600096 Tel No. 044- 43982650; Ganesh Complex, 2nd Floor, 393/280, Annasalai Teynampet, Chennai-600018.Tel : 9176554951. CHUNNIGANJ-: India Infoline Ltd, MCS Building, 96-5, Chunniganj The Mall, Kanpur UP-208001. GOA -: Alfran Plaza , 2nd Floor, No S - 59/60, M.G.Road, Near Don Bosco School, Panaji Goa 403001 Tel No. 0832-2220011/12/13/14. HYDERABAD -: India Infoline Ltd, D.No. 5-9-22/B/501, 5th & 6th Floor, My Home Sarovar Plaza, Secretariat Road, Hyderabad-500004. Tel No. 040-44889630; Hubli-: India Infoline Ltd, 1st Floor, Sona Chambers, Club Road, Hubli-580029. Tel : 09886021182. JAIPUR -: 5Th Floor, City Mall, Bhagwandas Road, (Near To Rajmandir Cinema) Jaipur -302001. Tel No. 0141-3063301; India Infoline Ltd, 50, JDA Market, Mansarovar Link Road, Hans Marg, Gopalpura Byepass,Jaipur-302018 Tel No. 0141-3085032. JAMSHEDPUR -: 1st Floor,Tiweri Bechar, Bistupur, Jamshedpur-831001. Tel No. 09771435523. KOCHI -: :2nd Floor, Sana Tower, M.G.Road, Jose Junction, Kochi -16. Tel No. 0484-4028071. KOLKATA -: Zonal Off, 1, Shakespere Sarani, AC Market, 5th Floor, Kolkata -700071. Tel No. 033-64590742; India Infoline Ltd, Zonal Off, 1, Shakespere Sarani, AC Market, Theatre Road, 9th Floor, Kolkata -700071. MEERUT -: 2nd Floor, Above HDFC Bank, 381 Westwern Kacheri Road, Meerut-250002. Tel No. 0121- 40161777. MUMBAI -: India Infoline Limited, IIFL House, Plot No. B-23, Road No.16, Thane Wagle Estate, Thane (W)-400604. Tel No. 41035273/74/41030211; India Infoline Ltd, Off No-1A, Building No 105,Opp. Bharat House, Mumbai Samachar Marg, Fort, Mumbai 400001. Tel No. 8898073617/20, 022-49142100. NASHIK -: 10 & 11, Viraj Corner, Canada Corner, Nashik-422005. Tel No. 0253-3918750. NEW DELHI - : 71/3, 1St Floor, Rama Road, Najaphgarh Road, Above Dhl Bldg, Motinagar New Delhi-110015. Tel No. 011-42965037; India Infoline Ltd. 71/3 ,1st Flr Najafgarh Road, Industrial Area , New Delhi -110015. 011-49315057. PATNA -: 2nd Floor, Ashiana Chamber, Block ‘A’, Exibition Road, Opp.Republic Hotel, Patna -800001. Tel No. 0612-6455416. PUNE -: 5th Floor, Lohia Jain IT Park, Chandani Chowk, Paud Road, Pune-411038. Tel No. 020-30913423/020-30913414; 5th Floor, Lohia Jain IT Park, Survey No- 150/A/1+2, Plot No-1 Paud Road, Kothrud Pune - 411038. RAIPUR -: Nagdev Plaza, Block-A,1St Floor,Jail Road, Infront of Hotel Satluj, Kutchery Chowk. Raipur-492001. Tel No. 0771- 4211666/7714211601. RAJKOT -: Millennium Square, 2nd & 3rd Floor, Opp Royale Inn Hotel, Phulchab Chowk, Rajkot-360001. Tel No. 0281-6198301. SECUNDERABAD -: 12-5-29/11, 2nd floor, Castle Mansion, Above Appollo Hospitals, Batukammakunta, Tarnaka Secunderabad- 500017. 040-40078293. SURAT -: 701, 702, 709, 710, 21st Century Business Centre, Near Udhna Darwaja, Ring Road ,Surat-395002. Tel No. 0261- 6677515.

INTEGRATED ENTERPRISES (INDIA) LIMITED AHMEDABAD: 21, Nirman, Gr. Floor, Behind Navrangpura Bus Stop, Navrangpura,Ahmedabad - 380 009. Phone : 26443289 / 26447825. ANDHERI: No.210, II Floor, Centre Square, S.V.Road, Andheri West 400 058. Phone : 42087100. BANGALORE: #41/1, “SRI TOWERS” 2nd Floor, South End Road,Seshadripuram,Bangalore-560020.Ph : 080-23561071 / 23460294. BHOPAL: Manasarovar Complex,FM 14,C Block, First Floor,(Near Habibganj Railway Station),Habibganj Station Road, Bhopal - 462011. Phone : 4266005 / 4266006. BHUBANESHWAR: 39 F, I Floor,Kalika Jewellery and Sons,Ashok Nagar,Bhubaneswar - 751009 Phone : 2530613 / 2530614. CHENNAI: 1st Floor, Kences Towers, 1, Ramakrishna Street, North Usman Road, T.Nagar, Chennai - 600 017. Phone : 28140484. COIMBATORE: Janaki Apts., Ground Floor, 29/176, Ramalingam Road (West), R.S. Puram, Coimbatore - 641 002. Phone : 2471944 / 2471505. DHANBAD: Shri Ram Plaza, 3rd Floor, Shop No.308, Bank More, Dhanbad -Jharkhand - 826001. Phone : 2300737 / 2304331 / 2307635. GUNTUR: 6-9-15,9/1 Aurndelpet,Guntur - 522002 Phone : 2326624 / 2337809. SECUNDERABAD: 202,Second Floor, Karan Centre Sarojin Devi Road, Secunderabad-500003. Phone : 27845605 / 27816080. JAMSHEDPUR: Shop No.8, Meghdeep Apts, H No.5, Line No.2, Q Road, Bistupur, Jamshedpur, Pincode - 831001, Jharkhand. Phone : 2756319 / 2756321. ERNAKULAM: Raj Soudh, I Floor, 39/3477, M.G.Road, Ernakulam - 682 016. Phone : 2358922 / 2358923. KOLKATA: Flat No.1-B, 4C Lansdowne Place, Opp. Road of Ramakrishna Mission Hospital, Kolkata - 700 029.Phone : 24746400 / 24742705. KOTTAYAM: 1st floor, Ozees Complex, Kanjikuzhy, Puthpally Road, Kottayam – 686 004.

MUTHOOT FINANCE LIMITED 41 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Phone: 2577607 /2577608. LUCKNOW: 207 - A, 2nd Floor, Saran Chambers II, 5, Park Road, Lucknow - 226 001. Phone : 2235736 / 2236766. MADURAI: 82, 1st Floor, Vakkil New Street, Madurai - 625 001. Phone : 2630305 / 2620560. MANGALORE: F-1, 1st Floor, Ram Bhavan Complex, Kodialbail - 575 003. Phone : 2440163 / 2447051. MUMBAI : Fort, 59, Sonawala Building, Gr.Floor, Bombay Samachar Marg, Fort,Mumbai - 400 023. Phone : 22662825 / 22662728, MYSORE: 133, Shika Towers, Second Floor, Rama Vilas Road, Mysore - 570 024. Phone : 2424188 / 4266682. NAGPUR: Block No.108, Sathyam Towers, (First Floor), (Diagonally opposite to BIG BAZAAR), Plot No.8, Wardha Road, Dhantoli, Nagpur – 440012. Phone : 2420105 / 2443106. NASIK: B Wing, Parshuram Apts, Opp. Times of India Office, College Road,Nasik - 422 005. Phone : 2575524 / 2316300. NEW DELHI – KAROL BAGH: 1691 / 36, (I Floor), Arya Samaj Road,(Opp. to Satbhrawan School), Naiwala,Karol Bagh,New Delhi-110 005. Phone : 45170331 to 45170335. PALAKKAD: No 15/152, J.K. Building, Coimbatore Road, Sulthanpet, Palakkad – 678001. Phone : 0491-3291019 / 2535519. GOA: 106, 1st Floor, Durga Chambers, Opp. Kenis Hotel, 18th June Road, Panjim,Goa - 403 001. Phone : 2426904 / 2426905. PATNA: No.313, Jagat Trade Centre, Fraser Road, Patna 800 001. Phone : 2205943. PONDICHERRY: No.40-A,Aurobindo Street, (Between M.G.Road & Mission Street), Pondicherry - 605 001. Phone : 2222155 / 4207233. PUNE: 7 and 8 Arthshilp, Gr.Floor, 1349, 1350, Shukrawar Peth, Bajirao Road,Pune - 411 002. Phone : 24473944 / 24481891. RAJAMUNDHRY: 6-14-7/1, Opp. Pala Varthakula Sangam, Achantavari St, T.Nagar,Rajamundhry - 533101. Phone : 2422120 / 2437533. RAJKOT: 130, Star Chambers, 1st Floor, Harihar Chowk, Dr. Rajendra Prasad Road,Rajkot - 360 001. Phone : 3041451 / 2240373. SALEM: Shop No.8/9/10, M.R.Complex, 1st Floor, No.114, Kanakupillai Street, Alagapuram, Salem - 636016. Phone : 2446727 / 2336746. SURAT: C-18 1st Floor,Belgium Chambers, Next to City Co-op Bank, Main Ring Road, Delhi Gate, Surat - 395 003. Phone : 2454535 / 2450086. THANE: No 102, I Floor,Shree Krishna Complex CHS Ltd, Dada Patil Wadi, Next to Ganesh Towers ,Thane West - 400 602. Phone : 25301256 / 25301257. TRIVANDRUM: Aashiana, 1 Floor, TC 28/2829 (2), Kuthiravattom Road, Trivandrum - 695 001. Phone : 0471-2461593. THRISSUR: 1st Floor, B Inland Arcade, Mannath lane, Thrissur - 680 001. Phone : 3204561 / 3204562. TRICHY: 25-A Sastri road, Gitanjali Apts ,Thillai Nagar,Trichy - 620018 Phone : 2742068 / 2741468. BARODA: F- 40/41, National Plaza, 1st Floor, R.C.Dutt Road, Alkapuri, Baroda - 390 007. Phone : 2343677 / 2341608. VIJAYWADA: D No. 29-13-29, Ist Floor, Kaleswara Rao Road, Near Dornakal X Roads,Suryaraopeta,Vijayawada - 520 002. Phone : 2472414 / 2470517. VIZAG: TC-1, 3rd Floor, Dwaraka Plaza, Main Road, Dwaraka Nagar, Vizag - 530 016 .Phone : 2513606 / 2747020.

JM FINANCIAL SERVICES LIMITED AHMEDABAD : Mr Bhavesh Shah/Mr.Girish Shah, JM Financial Services Ltd, G-10 Chinubhai Centre, Gr. Flr,Nehru Bridge Corner,Ashram Road, Ahmedabad-380 009.Ph:079-2657 6666 – 70. BANGALORE : Mr Yeriswamy Reddy/Mr Prashant Upadhyay, JM Financial Services Ltd, 97/4 Residency Rd, Bangalore - 560 025.Ph:-080- 30912400/2299 8264/65/66/67. CHENNAI : Mr B Kalaiselvan/Ms. T V Sumithra, JM Financial Services Ltd, Gee Gee Crystal - 5th Floor,91-92. Dr.Radhakrishnan Salai,Mylapore, Chennai - 600 004. Ph:044-4225 5666. HYDERABAD : Mr Ganpathy Murthy/Chandrasekhar, JM Financial Services Ltd, 9-10 Uma Chambers,3rd Floor, Banjara Hills, Hyderabad-500 034. Ph:040- 6636 0009/10/12/46. SECUNDERABAD : Mr Mallesh/Mr Pravin Chary, JM Financial Services Ltd, 3rd Floor, 305 Jade Arcade, Opp Paradise Hotel, M G Road, Secundrabad- 500 003. Ph:(040) 3982 5200. INDORE : Mr. Manish Upadhyay/Aarti, JM Financial Services Ltd, UG-7 & 8, Ground Floor, D M Tower, ,21/1, Race Course Road,Indore-452 004. Ph:0731-3072111/4262111. JAIPUR : Mr Sanvar Mal Bhargav, JM Financial Services Ltd, G-7 & G-8,Brij Anukamba,Plot No.K-13, Ashoka Marg,C-Scheme,Jaipur -302 001. Ph:0141-3984400. KOLKATA : Mr. Bhaskar Chaterjee, JM Financial Services Ltd, Kankaria Estate, 8th Flr,6th Little Russell Street,Kolkata-700 071. Ph: 033-3987 0330. MUMBAI : Mr Kaushik Datta/R Mukundan/Kedar Pimputkar/Ms Armin Irani, JM Financial Services Ltd, 2,3,4 Kamanwala Chambers,P M Road, Fort,Mumbai-400 001. Ph:022-2266 5577 - 80, 3021 3500.Mr Ashit Vora/Atul Shukla, JM Financial Services Ltd, 1st Floor, Patel House, Next to Bank of Baroda,M G Road, Vileparle (E), Mumbai-400 057. Ph:022-2613 5202-41-67077440-43. Mr. Amol Jadhav/Ms. Kiral Patel, JM Financial Services, Office No.2, 1st Floor,Patel Shopping Center, Near Malad Subway, Sainath Road,Malad (West ),Mumbai -400064. Ph: 022-288 22 831 / 32 /34. Ms Jyotsna Solanki/Mr C V George, JM Financial Services Ltd, 1st Floor, New Pushpanjali II, Jambli Galli, (Factory Lane) , Opp Chintamani Jewellers, Borivali (West), Mumbai-400 092.Ph:022- 6695 9120 - 23/3021 5400. Mr. Tilak Sanil,JM Financial Services Ltd, 424/425 Kalidas Plaza, V B Lane,Ghatkopar East, Mumbai-400 075.Ph:022-6710 4738/3097 8700. Mr. Nilesh Gavle JM Financial Services Ltd Ground Floor, Anushka, New Link Rd,Andheri (West), Mumbai-400 053. Ph:022- 66191600/612 NAVI MUMBAI : Malay Shah, JM Financial Services, 301, 3 rd Floor, Vardhman Market, Sector 17, Above DCB, Vashi ,Navi Mumbai.Ph: 66329203. NEW DELHI : Mr Prasad Nair/Mr C S Tiwari, JM Financial Services Ltd, 5 G&H, 5th Floor, Hansalaya Building, 15, Barakhamba Road, New Delhi -110 001. Ph: (011) 4263 5699. PUNE: Mr Anand Shirke/Mr Sanjay Yelwande, JM Financial Services Ltd, 205 Business Guild ,Opp. Krishna Dining Hall,Law College Road, Erandawane, Pune-411 004. Ph:020-3987 1601/00/66033720. RAJKOT : Mr Sona Verghese, JM Financial Services Ltd, 202 Solitaire, 2nd Floor, Swami Vivekanand Marg, Near Municipal Commissioner Bunglow, Ramkrishna Nagar, Rajkot -360 007. Ph:0281-3984101/3984000. SURAT : Mr. Dipen Shah /Mr Nishant Trivedi, JM Financial Services Ltd, 407, 4th Floor, 21 Century Business Centre, Near Udhna Char Rasta, Ring Road, Surat-395 002. Ph:0261-3984000. VADODARA : Mr. Ghanshyam Vyas/Mr Rashmin Jadhav, JM Financial Services Ltd, G1Ground Floor, Shohan, 49 Alkapuri Society, Opp. HDFC Bank, Alkapuri, Vadodara-390 007. Ph:0265-3984 300. VISHAKHAPATNAM: Mr Satish, JM Financial Services Ltd, Door No 9-1-224/4/3, 1st Floor, Nandan Nirman, CBM Compound, Near Rama Talkies Junction, Visakhapatnam -530 003. Ph: (0891)

42 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS 3983 800. WARANGAL : Ravinder Jamboju, Soma Financial Services, Drno16-10-1349 , Near Pallavi Hospital, Shiva Nagar , Warangal, Andhra Pradesh 506002.Mobile No : 9885644211.

KARVY STOCK BROKING LIMITED AJMER: 2nd Floor, Ajmer Tower, Kutcheri Road, Ajmer - 305001, Ph-0145-2628055/65/2629055/5120725; AHMEDBAD: 201-203 Shail, Opp: Madhusudhan House, Near Navrangpura Telephone Exchange Office, Off C.G. Road, Ahmedbad-380006, Ph-079,26445235, 27; ALLAHABAD: 2nd Floor, Rsa Towers, Above Sony Showroom, 57, Sardar Patel Marg, Civil Lines, Allahabad-211001, Ph:0532-2260291/92; AMRITSAR: 72-A,Taylor’S Road, Opp. Aga Heritage Gandhi Ground, Amritsar-143001, Ph:0183-5053802/3/4/5; BELGAUM: FK-1, Khimajibhai Complex, Ambedkar Road, Opp: Civil Hospital, Belgaum- 590001, Ph: 0831-2402544; BANGALORE: No. 54 Yadalamma Heritage, Ground Floor Vanivilas Road, Next To Butter Sponge, Basavangudi, Bangalore-560004, Ph:080-26621192/93; Bangalore: Indra Nagar-No 746, First Floor, Krishna Temple Road, Indira Nagar, First Stage, Bangalore-560038, Ph: 080-25264344/2930/3249/30945543; Bangalore - Koramangla: A/8, 1st Floor, Khb Colony, (Opp. Microland, (In Airtel Bldg), 80 Feet Road, Koramangala, Bangalore-560 095,Ph: 080, 25527301/25501647; Bangalore - Malleshwaram: No. 337, Gf-3, Karuna Complex, Sampige Road, Opp: Vegetable Market, Malleshwaram,Bangalore-560 003, Ph:080, 23314678/23314680/23467548/30945549; BAREILLY: 1st Floor, 165, Civil Lines, Opp. Hotel Bareilly Palace, Near Rly Station, Bareilly-243001, Ph: 0581, 2310470; BHARUCH: FF 47/48 Aditya Complex, Opp. Kasak Fuwara,Bharuch- 392001,Ph-02642,225207/08; BHOPAL: Kay Kay Business Centre, 133, Zone 1, MP Nagar, Bhopal - 462011, Ph: 0755-4092712, 4092714, 4092704; BHUBANESHWAR: 624, Saheednagar, First Floor, Bhubaneshwar 751007, Ph: 0674-2511011- 14,2547531/32/33; CHANDIGARH: Sco 371-372, Above Hdfc Bank,Sector 35-B, Chandigarh -160036, Ph: 0172-5071726, 5071727, 5071728/5079702; COIMBATORE: Jaya Enclave 1057/1508, Avanashi Road, Coimbatore-641018, Ph:0422-4291000- 30; Ground Floor, 29/1, Chinthamani Nagar, N S R Road, Sai Baba Colony, Coimbatore- 641011,0422,2452161/162/163; DEHRADUN: 48/49, Patel Market, Opp: Punjab Jewellers, Near Gandhi Park, Rajpur Road, Dehradun-248 001, Ph; 0135- 2713351/2714046 ; Kaulagarh Road, Near Sirmour Marg,Dehradun-248001, Ph: 0135-2754334, 2754336; DURGAPUR: Old Dutta Automobile Building, 1st Floor, Benachity, Malancha Road, Durgapur-713213, Ph: 0343-2586375 to 77; ERODE: No.4, Kmy Salai, Veerapan Traders Complex, Opp: Erode Bus Stand, Sathy Road, Erode-638003, Ph: 0424-2225601/03/15/16/17/24; GHAZIABAD: 1st Floor, C-7, Lohia Nagar, Ghaziabad-201001, Ph:0120-2701886/2701891/2700594; GORAKPUR: Above V.I.P. House, Adjacent, A.D. Girls College, Bank Road, Gorakpur-273001, Ph: 0551,2346519/2333825/2333814/5513297816/1 7/19; GURGAON: Shop No 18, Near Huda Office, Ground Floor, Opp. Akd Office,Sec.14, Old Delhi Road, Near Madras Restaurant,Gurgaon-122001, Ph: 0124-4086419/ 3243535; GWALIOR: Near Nadigate Pul, Mlb Road, Shinde Ki Chawani, Gwalior-474001, Ph-0751-4069001, 4069002,: HUBLI: Giriraja House, No.451 /B,,Ward No.1, Club Road, Hubli-580029, Ph: 0836-2353962, 2353974, 2353975; HYDERABAD: 21 , Avenue 4,Street No.1, Banjara Hills, Hyderabad-500034, Ph: 040,23312454/23320251; 15-6-464/470, 1st Floor, Salasar Complex, (Near Fish Market), Begum Bazar, Hyderabad-500012, Ph: 040,23433100; 1st Floor, Plot No.2, 1-1-128/B, Chanda Nagar, Serilingampally, Near Bhel, Hyderabad-500050, Ph: 040, 23030028, 23030029, 23433126/132; Vijetha Golden Empire, Flat No. 103, First Floor, H No.16-11-762/762B & C, Beside Anadal Nilayam, Moosarambagh, Hyderabad-500036, Ph-040-23433116/117/135 134/136; 3-5-890, Hyderabad - Himyatnagar: Paras Chambers, Plot No.14-15, Ground Floor, Himayat Nagar, Hyderabad-500029, Ph:040, 23388771, 23388772; Hyderabad- Kukatpally:Sai Vikram Towers, 1st Floor, Kukatpally Main Road, Near Kukatpally Bus Stop, Kukatpally, Hyderabad-500072, Ph: 040,23433137/119; JAIPUR: S-16/A, Land Mark, 3rd Floor, Opp Jai Club, Mahaveer Marg, C Scheme, Jaipur-302001, Ph: 0141, 2378703/604/605/2363321; JALANDHAR: Prime Tower, Lower Ground Floor Off. No.3, Plot No 28, G T Road, Jalandhar-144001, Ph: 0181-4634401 - 14; JAMSHEDPUR: 2nd Floor, Kanchan Towers, 3 SB Shop Area, Main Road, Bistupur, Jamshedpur-831001,Ph: 0657-2487020, 2487045, 2487048; JODHPUR: 203, Modi Arcade, Chopasni Road, Jodhpur 342 001, 0291,5103026/5103046; KANPUR: 15/46, Civil Lines, Near Muir Mills, Stock Exchange Road, Kanpur-208001, Ph: 0512- 2330127, 2331445, 2333395,96; KOLKATA: 49, Jatin Das Road, Near Deshpriya Park, Kolkata-700029, Ph:033-24634787 - 89/24647231/32/4891/24650308; 22N/1, Block A, New Alipore, Kolkata-700053, Ph:033-24576203-05/2407 0992 /2445 0108; P-335, Cit Scheme No. VI M, Kolkata-700054, Ph: 033-23648927 ; 23628486; Ad-60, Sector - 1, Salt Lake, Kolkata-700064, Ph:033,23210461 - 64 /0587/23344140; KOTA: 29, Shopping Centre, 1 Floor,Near Lala Lapatrai Circle, Kota-324007, Ph:0744,2365145/146/144; LUCKNOW: 94, Mahatma Gandhi Marg, Opp: Governor House, Hazratganj, Lucknow-226001, Ph: 0522,2236819-28, 3817001 (Rim); Hig 67, Sector E, Aliganj, Lucknow-226016, Ph: 0522,2329419, 2329938/39; K S M Tower, CP 1, ,Sinder Dump, Alambagh, Lucknow-226005, Ph:0522,2453168/158/176; 24, Usha Sadan, Prem Nagar,Ashok Marg,Lucknow-226001, Ph:0522,3213183; Tej Krishan Plaza, 313/9,Khun Khunji Road, Chowk,Lucknow-226003, Ph:0522,2258454/455/456; Shivani Plaza, Khunkhunji Plaza,2/54, Vijay Khand, Gomtinagar, Lucknow-226010, Ph:0522,2391664/65/2391280; LUDHIANA: Ground Floor, Sco -3, Feroze Gandhi Market, Ludhiana-141001, Ph:0161, 4680050 to 4680062 and 4680080; MADURAI: 274, Goods Shed Street, Madurai-625001, Ph:0452,2350855 (D) 2350852 - 854 ; MANGALORE: Mahendra Arcade, Ground Floor, No.4-6-577/21/22, Kodial Bail, Mangalore-575003, Ph: 0824,2492302, 2496332, 2492901; MUMBAI: 7&8, Eric House, Ground Floor, 16th Road,Chembur Gymkhana Road, Near Ambedkar Garden, Chembur, Mumbai-400071, Ph:022,25209335, 25209336, 25209337, 25209338; 101 Sapna Building, Above Idbi Bank, S K Bhole Marg, Dadar West, Mumbai-400028,Ph: 022,24329763, 24322158, 24324378, 24329738, 24324662; Jeevan Udyog Bldg, Above Khadi Gram Udyog,Opp Citi Bank, Dn Road, Fort, Mumbai-400001,022,22031601/02/03/04; 29,

MUTHOOT FINANCE LIMITED 43 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Patel Shopping Centre, Wst Floor, Opp. Foodland Restaurant Sainath Road, Malad (West), Mumbai-400064,022,28824241/28828281/28895159/28891077; 7, Andheri Industrial Estate, Off: Veera Desai Road,Andheri (West)-400053, Ph:022,26730799/843/311/867/153/292; 115, Arun Chambers, 1st Floor,Next To A/C Market, Tardeo, Mumbai-400034, Ph:022,66607042/66607043; 103, 1st Floor, Jeevan Chaya Bldg, Ram Maruti Road, Naupada, Thane (West)- 400602, Ph:022,25446124/25446121; Mysore: L-350, Silver Tower, 1st Floor, Ashoka Road, Opp: Clock Tower, Mysore-570001, Ph:0821,2524292, 2524294; NAGPUR: 230-231, 3rd Floor, Shriram Shyam Towers, Next To Niit Building, Sardar, Kingsway, Nagpur-440001, Ph:0712,6614146/6614145; NASIK: F1, Suyojit Sankul Sharanpur Road, Near Rajiv Gandhi Bhavan, Nasik-422002, Ph:0253,6602542/6602543/6602544; Navsari: 1st Floor, Chinmay Arcade, Opp: Sattapir, Sayaji Road,Navsari-396445, Ph:02637,280362, 280363, 280364; NEWDELHI: 105-108, Arunachal Building,19, Barakhamba Road, Connaught Place, New Delhi-110001, Ph:011, 23324401/23324409/43509200; 110-112, First Floor, Suneja Tower I,Janak Puri District Centre, NewDelhi-110058,Ph: 011,41588242/41511403/ 25547637; 23, Shivaji Marg, Motinagar,NewDelhi-110015, Ph :011,45436371/41428630/41428562/259288505; 301, Vishal Bhavan,95, Nehru Place, NewDelhi-110 019,011,26447065/26447 066/41617868; B 2 Dd A Market, Shop No 50, First Floor, Paschim Vihar, New Delhi-110063, Ph:011,25263901/25263903/4 2321024; 104, 1st Floor, Nanda Devi Towers, Prashanth Vihar, Central Market, NewDelhi-110085, Ph:011,27864193/2786428 1/27864377; NOIDA: 307, Jaipuria Plaza, D-68A, 2nd Floor, (Opp Delhi Public School) Sector 26, Noida-201301, Ph: 0120,2539271, 2539272; PUNE: Office No.88, 4th Floor, B Wing, Shrinath Plaza, Sant Dayaneshwar Paduka Chowk, FC Road, Pune-411033, Ph:020,30203100; Rameera Towers, 130/24, Pimprichinchwad, New Township Road, Tilak Road, Nigidi,Pune-411044, Ph:020,27659116/115; RAIPUR: 02& 03, Lower Level, Millennium Plaza, Ground Floor, Behind Indian Coffee House, G E Road, Raipur-492001, Ph:0771-2236694,96,6450194; RAJKOT: 312 Star Chambers, ,Harihar Chowk, Rajkot-360001, Ph:0281- 6453888; RANCHI: Commerce Towers, 3rd Floor, Beside Mahabir Towers Main Road, Ranchi-834001,Ph-0651-2330386, 2330394, 2330320; SALEM: 40, Brindavan Road, Near Perumal Koil, Fair Lands, Salem-636016, Ph-0427,2335700/2335705/2335701 - 704 ; SHIMLA: Triveni Building, By Pass Chowk, Khallini, Shimla-171002, Ph:0177-2624453; SHIMOGA: LLR Road, Opp. Telecom Gms Office, Durgigudi, Shimoga - 577201, Ph-08182-228795; 228796; 227485; SILIGURI: Nanak Complex, 2nd Floor, Sevoke Road, Siliguri-734001, Ph: 0353,2526393, 2526394, 2526395, 2526396, 2526397, 2526399; SURAT: GF-16, Empire State Building, Nr. Udhana Darwaja, Ring Road, Surat-395002, Ph:0261,3243497 & 3017151 - 55; UDAIPUR: 201- 202, Madhav Chambers, Opp. Gpo, Madhuban Chetak Circle, Udaipur-313001, Ph:0294-5101601/602/603; VADODARA: FF-4, Shital Plaza, Uday Nagar Soc, Ajwa Road, Vadodara-390019, Ph:0265-3240417, 2510318; C-1/2/3, Jalanand Township, Nr. Undera Jakat Naka, Gorwa,Vadodara-390016, Ph:0265-3259060, 3240300; B-3, Mangaldeep Complex, Opp to Masonic Hall, Productivity Road, Vadodara-390007, Ph:0265-2322864 & 3243348; 38, Payal Complex, Near Vadodara Stock Exch, Sayajigunj, Vadodara-390005, Ph:0265,2225168/169, 2361514/2225220; VARANASI: D 64/132, Ka, 1st Floor,”Anant Complex”, Sigra, Varanasi-221001, Ph:0542-2225365/2223814; VIJAYAWADA: 39-10-7, Opp: Municipal Water Tank, Labbipet, Vijayawada-520010; VISHAKAPATNAM: 47-14-4, Eswar Paradise, Dwaraka Nagar Main Road Vishakapatnam-530016, FARIDABAD: A-2B, 1st Floor, Neelam Bata Road, Nit, Faridabad-121001, Ph-0129-4181000; GUNTUR: 6-10-18, Chunduri House, Arundelpet, Guntur-522002, Ph: 0863-2326686, 2326687; PONDICHERRY: First Floor, No.7, Thiayagaraja Street, Pondicherry-605001, Ph: 0413-2220636/2220640/2220633/2220644; RAJAHMUNDRY: D.No.79-1-3/1, Jawahar Lal Nehru Road, Rajahmundry-533102, Ph:0883- 2437494,2434470, 2438188; ASANSOL : 114/71, G T Road,Near Sony Centre, Bhanga Pachil,Asansol, West Bengalpin-713301, Ph : 0341 -6550222; KOCHI – Cheruparambathu Road, First Cross Road, Kadavanthra, Kochi - 682020; KOLHAPUR: Omkar Plaza, Shop No. F2 & F4, 1st Floor, Rajaram Road, Near ICICI Bank, Kolhapur-416008, Ph: 0231-2520650; CALICUT: First Floor, Savithri Building, Opp.Fatima Hospital, Bank Road, Calicut-673001, Ph:0495- 2760882/2760884/2760883; TRIVANDRUM: 2nd Floor; Akshaya Towers; Near Hyundai Showroom, Sasthamangalam, Above Jet Airways; Trivandrum, Kerala-695010, Ph : 471-2725989 - 90-91; TIRUPUR : Kamaraj Road, 244 A, 1st Floor, Kamarj Road, Opp Cotton Market Complex, Tirupur, Tamil Nadu-641604, Ph : 421-2214221/2214319; TRICHY: Sri Krishna Arcade, 60, Thennur High Road, Thennur, Trichy, Tamil Nadu-621017, Ph : 431-279130004020226; CHENNAI : Adayar, F-3, Adayar Business Court, Old No. 25, New No 51, Gandhinagar 1st Main Road, Chennai-600020, Ph:44-42076801, 802, 803, 42659023/43586266/43586268; Chennai-Annanagar, T-92 Ground Floor, 3rd Avenue Main Road, Annanagar, Chennai-600040, Ph:44-26224482/42103539/42171314; Chennai - Teynampet, 560-562, 4J, 4th Floor, Century Plaza, Teynampet, Chennai-600086, Chennai-Kanchipuram: No.111, First Main Road, Kamarajar Street, Kanchipuram-631502, Ph:44-27224351/27224352; Chennai - T Nagar - Venkatraman Street, New 18, Old 33/1, Venkataraman Street, T Nagar, Chennai-600017, Ph : 44-45900900 - 45900925; Chennai - Dr B N Road- T Nagar, A- 8, 3rd Floor, Mahbubani Towers, No. 48, Dr. D N Road, T. Nagar, Chennai-600017, Ph : 44-42076807/ 42067832/42028871; Chennai – Purasawalkam: Prince Towers, F-17 2nd Floor, 94-113, Purasaiwakkam High Road, (Opp To Abhirami Mega Mall), Chennai-600010, Ph : 44-43307031/42051557/42623741/42042567; INDORE: 203,204,205,2nd Floor,19/1, New Palasia, Balaji Corporates, Above ICICIBank, Janjeerwala Square,Indore-452001, Ph:731-4081500/501/505/506/507/511/512/514/515/516; MYSORE: No.9/2 ( New No.L-350); Silver Tower; 1st Floor;, Ashoka Road, Opp: Clock Tower, Lashkar Mohalla;, Mysore; Karnataka, 570001Ph : 821-2524292/2524293/2441520; 2441524/2438003 - 06; PATNA: Office No. 3006, 3Rd Floor, Grand Plaza/Yunish Plaza, Fraser Road, Near Dak Bunglow Chauraha, Opposite Dumroan Palace, 800001Ph : 612-6693800 - 839; THRISSUR: 2nd Floor; Brothers Complex;, Near Dhanalakshmi Bank Limited (Ho), Naikkanal Junction, Thrissur; Kerala, 680001Ph : 487-2322483/2322484; BHAVNAGAR: 215, Krishna Darshan Complex, Above Jade Blue Showroom, Waghawadi Road, Bhavnagar, Gujarat, 364002Ph : 278-2567004/2567005; Cuttack: Opposite Jagannath Petrol Pump, Arunodya Market; Link Road, Cuttack; Orissa, 753012Ph : 671-2335187; 2335188;

44 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS AHMEDABAD – GANDHINAGAR: 27, Suman Tower, 1st Floor, Near Hotel Havelly, Sector No.11, Gandhinagar, 382011Ph : 79-079-23240166,66736021/22; GUWAHATI: Ram Kumar Plaza; Chatribari Road;, Near Himatshinga Petrol Pump, Guwahati; Assam, 781001Ph : 361-2608016/2608122; JAMMU: 5, A D , 2nd Extentition, Green Belt Park, Near Petrol Pump, Gandhinagar, Jammu, 180012Ph : 191-9205434665, 9205044667, 9205044665; JAMNAGAR (PATEL NAGAR): G-12, Madhav Plaza, Opp-SBI Bank, Near Lal Bunglow, Jamnagar, Gujarat, 361008Ph : 288-25565202556420; PANJIM: 18,19,20, City Bussiness Centre, Coel Ho Pereiera Building, Dada Viadya Road, Opp Jama Maszid Road, Panjim, Goa, 403001Ph : 832-2426870/71/72; PATIALA: Sco 27B, Chhoti Barandari, Patiala, 147001Ph : 175-5051727 - 28, 5011370 - 71, 79, 5004349; ROHTAK: 1st Floor,Ashoka Plaza, Delhi Road, Rohtak, Haryana, 124001; SHILLONG: Mani Bhavan Annexe; Opp. R K M Elp School;, Lower Police Bazarthana Road, Shillong; Meghalaya, 793001Ph : 364-2224175/2224186/2228172; VALSAD: Phiroza Corner; Shop No.02; Opp. Icici Bank;, Tithal Cross Road, Halar Char Raasta, Valsad, Surat, Gujarat, 396001Ph : 2632-326901/02; AGRA:17/2/4; 2nd Floor; Deepak Wasan Plaza; Sanjay P, Sabove Hdfc Bank, Sanjay Place, Agra, Uttar Pradesh, 282002, Ph : 562-2526660/61/62/63; AURANGABAD: Shop No.214/215, Tapadiya City Centre, Nirala Bazar, Aurangabad, 431001, Ph : 240-2363530,52,53,54,57; BHATINDA: 2047-A, 2nd Floor, Above Max New Yark Life Insurance, The Mall Road, Bhatinda, 151001, Ph : 164-5006725 TO 727/2239521/2239522.

KOTAK SECURITIES LIMITED AHMEDABAD: Kotak Securities Limited., 207, 2nd Floor, Sakar-II, Ellisbridge Corner, Ashram Road.P:26587276; BANGALORE:Kotak Securities Limited., ‘Umiya Landmark’–II Flr., No:10/7 -Lavelle Rd.P: 66203601; CHENNAI:Kotak Securities Limited., GRR Business Cneter, No.21, Vaidyaraman Street, T Nagar.P:66462000; COIMBATORE:Kotak Securities Limited., 1st Floor, Red rose chamber, 1437,Trichy road.P: 6699666; HYDERABAD:Kotak Securities Limited., 9-1-777, 4th Flr, Beside ITC Bldg, S D Rd, (LANE Opp to DBR Diagnosis), P:65326394; INDORE:Kotak Securities Limited., 314, Citi Centre, 570, M.G. Road.P:2537336; KOCHI:Kotak Securities Limited., 40/1400, 11th Floor, Ensign Enclave, Jos Junction, M.G. Road.P: 2377386; KOLKATTA:Kotak Securities Limited., 5th Floor, Apeejay House, Block ‘B’, 15, Park Street,P:22273999; MANGALORE:Kotak Securities Limited., No.4, 3rd Floor, The Trade Centre, Jyoti Centre, Bunts Hostel Road, Near Jyoti Circle, P: 424180; MUMBAI:Kotak Securities Limited.,32, Gr Flr., Raja Bahadur Compound, Opp Bank of Maharashtra, Fort, Mumbai-400 023.Tel:22655074; NEW DELHI:Kotak Securities Limited., 202-217, 2nd Floor, Ambadeep Building, 14, Kasturba Gandhi Marg.P:66313131; SURAT:Kotak Securities Limited., Kotak House, K G Point, 1st Floor, Nr.Ganga Palace, Opp.IDBI Bank, GhoddodRoad.P: 2254553; VISAKHAPATNAM:Kotak Securities Limited., Door No.47- 10-15, VRC Complex , 2nd Floor, Railway Station Rd , Dwarka Nagar, P: 6642009. MUTHOOT SECURITIES LIMITED ADIMALY - Kalarickal Arcade, Land-Arc Complex,Nh-49, Adimaly, Idukki, Kerala - 685561 - Ph: 04864 224950, 04864- 224595, ADOOR - Ist Floor, Vilanilam Building, Near Private Bus Stand, Adoor, Pathanamthitta, Kerala - 691523, - Ph: 04734 323388, 04734 323377, ALAPPUZHA - muthoot finance ltd, Baghya building, opp. Thiruvambady High School, Pazhaveedu, Alappuzha, Pin:688009, Kerala Ph - 0477 3298988; ALWAYE - City Height, No: 308, Ist Floor, Near Private Bustand, Alwaye, Ernakulam, Kerala - 683101, - Ph: 0484 3102422, 0484 3102433, ANCHAL - Thomson Shopping Complex, College Juntcion, Anchal, Kollam, Kerala - 691306 - Ph: 0475-3264111, 0475 3265111, ANGAMALY - Ii Nd Floor, Janatha Building, Church Junction, Angamaly, Ernakulam, Kerala - - 683 572. - Ph: 0484 3106222, 0484 3102444, CHENGANNUR - Kannattu Shopping Complex, First Floor, Engg.College Road, Chengannoor, Allepey, Kerala - 689121, - Ph: 0479 3242666, 0479 3247555, DELHI - 2Nd -Floor , Property No. Ta-21 & 22,“Panash House”, Main Okhla Road, Tughlakabad Extn., New Delhi -110019 - Ph: 011- 32960557, 011-32930600, DINDIGUL - 21-A- DMMD Building, Pensioner Street, Central Bank Of India Upstairs, Dindigul, Tamil Nadu – 624001 - Ph: 0451-3209111, 0451 3204111, EGMORE - 44/45 Thiru Complex, Pantheon Road, Egmore, Chennai, Tamil Nadu - 600008, - Ph: 044-32571600, 044-32018814, ERODE - 147,Dhana Complex, Mettur Road,Erode, Tamil Nadu - 638011 - Ph: 0424-3243888, 0424 3246888, GUDIVADA - Muthoot Securities Limited, Door No :11-140-1,More Supermarket Back Side Building, Gvr Street ,Eluru Road, Gudivada, Andhra Pradesh - 521301, - Ph: 08674- 322551, 08674-322699, HARIPPAD - 2Nd Floor , Prasanthy Shopping Complex East Of Town Hall Jn, Haripad, Alleppey, Kerala - 690514 - Ph: 0479 3248555, 0479 3242555, KADAVANTHRA - Door No. 28/877C (New No.53/477A), 1St Floor, Chakkalakal Building, K P Vallon Road, Kadavanthra, Cochin, Ernakulam, Kerala - 682 020 - Ph: 0484 3101171, 0484 3101181, KALAMASSERY - I St Floor, MIK Building, Kalamassery, Ernakulam, Kerala 683104 - Ph: 0484 3273555, 0484 3128422, KALPETTA - 2Nd Floor, Ammus Shopping Complex, Near Ananthaveera Theatre, Kalpetta, Wayanad, Wayanad, Kerala - 673121 - Ph: 04936 319933, 04936 347377, KANJIKKUZHY - Krishnapriya Arcade, Kanjikuzhy- Kottayam, Kerala - 686004 - Ph: 0481 3231555, 0481-3234555, KANJIRAPPALLY - Ground Floor ,Kollamkulam Towers, Kanjirapally, Kottayam, Kerala - 686507 - Ph: 04828-320703, 04828-327666, KANNUR - Muthoot Securities Limited, C/O.Muthoot Finance Ltd., Peekay Commercial Complex, Muneshwaran Kocil Road, Kannur-1- Ph: 0497-3246555, KARUKACHAL - Koodathumuriyil Building, Karukachal, Kottayam, Kerala - 686530 - Ph: 0481-3210111, 0481-3230300, KARUNAGAPPALLY - Noufal Building, Opp. Head Post Office, Karunagappally, Kollam, Kerala - 690518, - Ph: 0476 3207555, 0476 3243555, KARUR - Kumaran Complex, 2Nd Floor, 150 Covai Road Near Bus Stand, Karur Dist. Tamil Nadu 639002 - Ph: 04324-310062, 04324- 310060, KECHERY - Muthoot Securities Limited, C/O. Muthoot Finance Ltd, Ayisha Complex, 1st Floor, By-Pass Road,

MUTHOOT FINANCE LIMITED 45 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Kechery, Thrissur-680501 Ph - 04885-327756 ; KOLKATA - Regional Office, 5th Floor, 7b, Middleton Street, Opposite Vardhan Market, Kolkata – 700071 , Ph - 033 44045943, 033 40013838, KOLLAM - Muthoot Buildings, Vadayattukotta Road, Kollam, Kerala - 691 001 - Ph: 0474 3212555, 0474 3213555, KOOTHATTUKULAM - Leela Arcade , Central Junction, Koothattukulam, Ekm, Kerala - Ph: 0485-3245111, 0485-3243111, KOTHAMANGALAM - 2Nd Floor, Mar Thoma Cheriapally Bldg, Near Canara Bank, Kothamangalam, Ernakulam, Kerala 686691 - Ph: 0485-3249555, 0485 3240812, KOTTAKKAL - Ground Floor Asian Tower ,Tirur Road,Kottakal, Malappuram, Kerala -676503 - Ph: 0483 3264555, 0483 3268555, KOTTARAKKARA - Muthoot Chambers, Pulamon P.O, Kottarakkara, Kollam, Kerala 691506 - Ph: 0474 3218555, 0474 3217555, KOZHENCHERY - 1St Floor, Mulavoor Ayurvedic Pharmacy, Nedumprayar, Maramon P.O, Kozhenchery, Pathanamthitta, Kerala - 689549 - Ph: 0468 3206555, 0468 3209555, KUNDARA - P.B.No:11, Hospital Junction, Opp.Petrol Bunk, Kundara, Kollam, Kerala- - 691501 - Ph: 0474 3216555, 0474 3219555, MANANTHAVADY - 1St Floor, Delta Complex, Above Arya Bakery, Calicut Road, Mananthavady, Wayanad, Kerala - 670 645 - Ph: 04935 329511, 04935 329522, MANGALORE - Muthoot Securities Limited, C/O.Muthoot Finance Ltd, OPP. Roopa Hotel, 1st Floor, Mangala Complex, Hampankatta, Mangalore – 575001 – Ph - 0824-2423534; MANJERY - 1St Floor, Palassery Building .Opp.Head Post Office, Court Road, Manjeri, Malappuram, Kerala 676121 - Ph: 0483 3249555, 0483 3266555, MAVELIKKARA - Chakrathara Building ,Nadakkavu Mavelikkara, Allepey, Kerala - 690 101 - Ph: 0479 3243555, 0479 3244555, MAVOOR ROAD - CALICUT- 5/3403 C32, 3Rd Floor, Space Mall, Jaffekhan Colony Road, Mavoor road, Calicut, Kerala - 673004 - Ph: 0495 3215444, 0495 3219444, MUVATTUPUZHA - Chaitra Hotel Building, SNDP Juction ,1St Floor ,Muvattupuzha, Ernakulam, Kerala - 686661 - Ph: 0485-3246555, 0485- 3249333, MYSORE - Muthoot Securities Ltd., C/o. Muthoot Finance Ltd, NR Mohalla, No.4626/2, A&B, Opp. Reliance fresh, Shivaji Road, Mysore-575007 - Ph: 0821-2459955, NAGERCOIL - P2, Fathima Building, Opp. Chakravarthy Theatre, Chettikkulam Jn., Nagercoil, Kanyakumari, Tamil Nadu 629002 - Ph: 04652-312347, 04652-312348, NALANCHIRA - Kattuparambil Bldg, Kurisadi Jn., Nalanchira, Trivandrum, Kerala 695015, - Ph: 0471 3228555, 0471 3229666, NILAMBUR - Ground Floor ,VP Complex, Near Police Station ,Main Road Nilambur, Malapuram, Kerala - 679329, - Ph: 04931-344018, 04931-344019, OTTAPPALAM - J.R.J Complex & Enterprises, Ottapalam Palakkad, Kerala - 679101 , - Ph: 0466-3214555, 0466 3214333, PALA - Marian Complex, Kurisukavala Junction ,Pala, Kottayam, Kerala -686575 - Ph: 04822-311441, 04822- 323271, PALAKKAD - Chundakkayil Complex, Manjakulam Road, Palakad-14, Kerala - Ph: 0491 3266555, 0491 3268555, PATHANAMTHITTA - Opp. Anurag Theatre, John’s Complex, Pathanamthitta, Kerala - 689645 - Ph: 0468 3202666, 0468 3209666, PATTAMBI - Building No. 654 G, 1St Floor, Chulliyil Bldg, Guruvayur Road, Pattambi, Palakkad, Kerala - 679303 - Ph: 0466 3214777, 0466 3214666, PATTOM - TC 2/1992(3), SKYWAYS BUILDING, POTTAKUZHI,PATTOM, THIRUVANTHAPURAM -695004 Ph: 0471-3239111, 0471-3234007, PAYYANNUR - 3Rd Floor, M.M. Centre Main Road, Payyanur, Kannur, Kerala ,670307 - Ph: 04985 322999, 04985 322844, PERUMBAVOOR - Near Dist. Hospital, A. M. Road, Perumbavur, Ernakulam, Kerala 683542 - Ph: 0484 3101211, 0484 3102411, POLLACHI - Muthoot Securities Ltd., C/o. Muthoot Finance Limited, No.40, New Scheme Road, Near Gandhi statue signal, Opp: Hotel Gowri Krishna, Pollachi - 642001 - Ph: 04259-327778, RANNY - Othara Squre, Perumpuzha, Ranni., Pathanamthitta, Kerala 689672 - Ph: 0473 5320666, 0473 5325111, SALEM - No:6,Omalus Road ,Four Roads, Salem - Tamil Nadu 636009 - Ph: 0427-3206111, 0427 3208111, T B ROAD- KOTTAYAM - Muthoot Crown Plaza, T.B Road, Kottayam, Kerala - 686001 - Ph: 0481 3212555, 0481 3218555, THIRUVALLA - Kackanattu Square , Tb Junction, Ramanchira, Thiruvalla, Pathanamthitta, Kerala - 689101, - Ph: 0469 3202555, 0469 3202666, THODUPUZHA - Muthoot Securities Ltd., C/o. Muthoot Finance Ltd., Punnamattathil arcade, KKR Junction, Manghat Kavala, Thodupuzha-East, Idukki, Kerala - 685584, - Ph: 04862 327555, THRIPUNITHURA - Ground Floor, Chinmaya Mission Bldg, Layam Rd, Tripunithara, Ernakulam, Kerala - 682301 - Ph: 0484 3101255, 0484 3101244, THYCAUD - Ground Floor, Muthoot Chambers, Near Sastha Temple, Thycadu, Trivandrum, Kerala - 695014 - Ph: 0471 3224555, 0471 3227555, TRICHUR WEST FORT - Venus Complex ,M.G Road ,West Fort, Trichur, Kerala - 680004 - Ph: 0487 3257111, 0487 3208388 (t), UDUPI - MUTHOOT FINANCE LTD, MYTHRI COMPLEX, KSRTC BUS STAND, UDUPI - 576101 - Ph: 0820-2524762, VIZAG - First Floor, Sri Mukha Complex, Dwaraka Nagar Main Road, Vizag, Andhra Pradesh - 530016, - Ph: 0891-3249505, 0891-3262386, WADAKKANCHERY - Building (Bearing No.X/1246),First Floor VMC Complex, Near Divine Hospital, Main Road, Wadakanchery, Thrissur Dist, Kerala - 680582 - Ph: 04884 326966, 04884 326977. RR INVESTORS CAPITAL SERVICES PRIVATE LIMITED Ahmedabad: RR Equity Brokers, 401, Abhijit-1, Opp. Bhuj Mercantile Bank, Mithakhali, 6 Road, Navrangpura, Ahmedabad-390009 079- 40211888 Bangalore: RR Equity Brokers, S-111,Manipal Centre,47,Deckenson Road,Banglore-42 080-42477177 Chandigarh: RR Equity Brokers, SCO-222-223,Gr. Floor,Sector-34A, Chandigarh 0172-2624896 Chennai: RR Equity Brokers, 3rd Flr.,Percision Plaza,New -397, Teynampet, anna Salai, Chennai- 600018 044-42077370/71 Dehradun: RR Equity Brokers, 56, 1st Floor, Rajpur Road,Opp. Madhuban, Dehradun, Uttaranchal- 248001 0135-3258181 Faridabad: RR Equity Brokers, Shop No. 55, 1st Floor, Near Flyover,Neelam Chowk,NIIT, Faridabad - 121001, Haryana 0129-02427361 Ghaziabad: RR Equity Brokers, 114, Satyam Complex, Raj Nagar DC, Raj Nagar, Ghaziabad - 201002, Uttar Pradesh 0120- 2828090 Jaipur: RR Equity Brokers, 7,Katewa Bhawan,Opp. Ganapati Plaza, MI Road,Jaipur- 302001 0141-3235456 Kolkata: RR Equity Brokers, 704,Krishna Bldg.,224,AJC Bose Road, Kolkata- 700017 033-22802963/22806878Lucknow: RR Equity Brokers, G-32,Shriram Tower,13-A, Ashok Marg, Lucknow- 226001 0522- 4057612 Mumbai: RR Equity Brokers,18 First Floor,105 Bombay Samachar Marg, Fort, Mumbai- 400023 022-40544201/224 Mumbai: RR Equity Brokers, 133A, Mittal Tower, A Wing, 13th Floor, Nariman Point, Mumbai- 400021 9324804084 New Delhi: RR Equity Brokers, 47, M.M. Road,

46 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Rani Jhansi Marg, Jhandewalan, New Delhi – 110055 011-23636363/62 New Delhi: RR Equity Brokers, 105, Pratap Bhawan , Bahadur Shah Zafar Marg, New Delhi - 110001 011- 49505500,41509018 New Delhi: RR Equity Brokers, N-24 - 25, Connaught Place, New Delhi - 110001 011- 41523306, 46308803, 41523229 New Delhi: RR Equity Brokers, 106, Pankaj Chambers, Preet Vihar Community Centre, Delhi - 110092, 011-42421238-39, 49504400, Noida: RR Equity Brokers, P-5,Sector - 18,Noida- 201301, Uttar Pradesh 0120-4336992 Vadodara: RR Equity Brokers, 222 Siddharth Complex,RC Dutta Road.,Vadodra- 390007 0265-3256190/2353195. SMC GLOBAL SECURITIES LIMITED AGRA:- F- 4, Block No 35, Surya Kiran Building Near Metro Bar Sanjay Place Agra Ph no 7520787708, AHMEDABAD:- 10-A, Kalapurnam, C G Road, Near Municipal Market, Ahmedabad 380003 Ph No 9825612323, 09727799200, BANGALORE:- 2003/2, 2nd Floor, (above Tata Docomo Showroom), 100 ft Road, HAL 2nd Stage, Bangalore-560008 Ph no 09739161699, CHENNAI:- Salzburg Square, Flat No.1, 3rd Floor, Door No .107, Harrington Road Chetpet, Chennai-600 031. DEHRADUN:- 7,8,9&10 Shiva Palace, Second Floor, Rajpur Road, Dehradun 248001 Ph No 9368572105 HISSAR:- Mago Securities Ltd 104, SCF Gram, 1st Floor, Green Square Market Hissar Ph No 09416023332. HYDERABAD/SECUND’BAD:- 206, 3rd Floor Bhuvana Towers, Above CMR Exclusive, S D Road Secunderabad - 500003 Ph No. 9347453777. INDORE:- 206,Gold Arcade 3/1 New Palasia, Opp Curewell Hospital, Indore, M P Ph No 9826062666. JAIPUR:- 401, Fourth Floor, Shyam Anukampa, Opp HDFC Bank, Ashok Marg, C Scheme Jaipur Ph No 9928882771. JAMSHEDPUR :- K2-L1 Tiwary Becher Complex, P.O. Bistupur ,Jamshedpur 831001 Ph no 9934399678. KANPUR:- Shop No: G-21, Ground Floor City Centre The Mall Kanpur -228001 Ph No 9305358433. KOLKATA:- 18, Rabindra Sarani, Podder Court Gate No. 4, 5th Floor Kolkatta -700001 Ph No 09933664479; 4-A-6 Talwandi Kota Rajasthan Ph No 09829116982. LUCKNOW:- Radha Krishna Bhawan, Plot No. 3/A, 5 Park Road, Lucknow Ph No 9839826932. MUMBAI :- 258, Perin Nariman Street, First Floor, Fort, Mumbai-400001 Ph No 09821111219, 9930055430. NEW DELHI/DELHI:- 17 , Netaji Subhash Marg, Opp. Golcha Cinema, Daryaganj, New Delhi-110 002 Ph No 9818620470, 9810059041; 6B, First Floor Himalaya House 23, K G Marg Connaught Place New Delhi -110 001 Ph No 9958696929 9180469955; 503, Ansal Bhawan, Barakhamba Road, New Delhi -110001 Ph No 9871626464. NOIDA:- 106-Ocean Plaza, P-5 SEC-18, Noida-201301 Ph No 9717000378. PUNE:- 3rd Floor, 1206/4B, Durgashankar Building, Beside Khetan Medical, Behind Shubham Hotel, JM Road Pune 411004 RAJKOT:- 401-Star Chambers, Harihar Chowk, Nr. Panchnth Mandir, Rajkot-360001 Mob - # +91 8000903984, Tel – 0281-3017965. SURAT:- 316,Empire State Building, Ring Road, Surat-395002. Mob: 9033002341. VARANASI:- D-64/127-C-H, Nagar Nigam Road, Sigra, Varanasi, 221010 Ph No 9415201997. SPA SECURITIES LIMITED AHMEDABAD : SPA Securities Limited, 401, Arjun Avenue, Near Nutan Nagrik Bank, Opp. Samartheshwar Mahadev, Ellisbridge, Ahmedabad-380006, Tel: 079-3001 3800. AGRA : SPA Securities Limited, Shope No-9, 10,11 Block No-17/2/4 Friends Wasan Plaza Sanjay Place Agra – 282002, Tel: 0562-3058262-239. BANGALORE : SPA Securities Limited, 703- 704 7Th Floor Brigade Tower 135 Brigade Road, Banglore – 560025, Tel: 080-4111 7006. CHANDIGARH : SPA Securities Limited, 1st Floor, Sco-307, Sector-38-D, Chandigarh : 160009, Tel: 0172-4678545. CHENNAI : SPA Securities Limited, Old No.2, New No.3,Kandaswamy Street Chandrabagh Avenue, Off R K Salai Mylapore, Chennai – 600004, Tel: 044-43993530. HYDERABAD : SPA Securities Limited, No 6-3-1109/5 & 6 2nd Floor, G S Mall Sumaji Gudda, Hyderabad : 500082, Tel: 040-44331300. JAIPUR : SPA Securities Limited, Prime Plaza, 26, Gopal Bari, Opposite Vidhayak Puri Police Station, Khasakothi, Jaipur – 302001, Tel: 0141-4260000/29. KOLKATA : SPA Securities Limited, Diamond Chambers, Room No-8-0 8th Floor, 4 Cowringhee Lane, Kolkata-700016, Tel: 033-22521537. MEERUT : SPA Securities Limited, J-260, 2nd Floor, Abu Plaza, Abu Lane, Meerut-250001, Tel: 0121 : 40181403. MUMBAI : SPA Securities Limited, 101-A, 10th Floor Mittal Court A-Wing Nariman Point Mumbai-400021, Tel: 022-40439000.NEW DELHI : SPA Securities Limited, 25, C Block Comunitey Center, Janakpuri, New Delhi – 110058; Tel: 011-45675500/45586600. PATNA : SPA Securities Limited, 301 A, 3rd Floor, Bhuwneshwar Plaza, Near Magadh Stock Exchange, Patna-800001, Tel: 0612-3249356/57. PUNE : SPA Securities Limited, 5 Shankar Smiriti, Second Floor, Next To Kaka Halwai, Prabhat Road Lane, Number 9/3, 39/25 Erandwna, Off Kary Road, Pune -411004, Tel: 020-30223276. TIPSONS STOCK BROKERS PRIVATE LIMITED AHMEDABAD: Tipsons Stock Brokers Pvt. Ltd., 5th Floor, Sheraton House, Polytechnic Road, Ambawadi, Ahmedabad – 380 015, Tel: 3061 1139, 3000 2004; BANGALORE: Tipsons Stock Brokers Pvt. Ltd., 214-B, Mittal Towers, M G Road, Bangalore – 560 001, Tel: 4112 3628, 4112 3828.; CHENNAI: Tipsons Stock Brokers Pvt. Ltd., 70, Cisons Complex, 1st Floor, 150, Montieth Road, Egmore, Chennai – 600 008, Tel: 4265 6273 HYDERABAD: Tipsons Stock Brokers Pvt. Ltd, 501/A, Suryakiran Complex, Sarojini Devi Road, Secunderabad – 500 003, Tel: 2789 1667, 3296 3500 KOLKATA: Chatterjee International Centre, 16th Floor, Room-12, 33A, Jawahar Lal Nehru Road, Kolkata- 700 071, Tel: 2288 0118, 3250 3500, MUMBAI: 211, 2nd Floor, Arun Chambers, Beside A C Market, Tardeo Road, Mumbai - 400 034, Tel: 23524516-18 NEW-DELHI: 1008, 10th Floor, Akashdeep Building, Cannought Place, 26/A, Barakhambha Lane, New-Delhi – 110 001, Tel: 2335 1155, 3260 8500, PUNE: 8, Shree Mangal Prestige, Narpatgiri Chowk, Somvaar Peth, Pune – 411 011, Tel: 2613 1997, 3250 3500.

MUTHOOT FINANCE LIMITED 47 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

TRADING MEMBERS The Trading Members shall accept Application Forms only in such cities/ towns where the banking branches (escrow banks) are available. Details of such branches of the Escrow Banks where the Application Form along with the cheque/ demand draft submitted by a Non ASBA applicant shall be deposited by the Trading Members are available on the websites of the Lead Manager at www.icicisecurities.com. A link to the said web pages shall also be available on the website of NSE and BSE at www.nseindia.com and www.bseindia.com, respectively. Sr. No. Name of the Bank Controlling Branch & Address Contact Person Telephone Number Fax Number 1. Allahabad Bank Allahabad Bank, Fort Branch, 37, Mumbai Samachar Marg, Post Box No. 282, Shri S. K. Jain, Chief Manager 022 - 22655739, 22662018 022 - 22661935 Mumbai 400 023, Maharashtra. 2. Andhra Bank 18, Homi Modi Street. Nanavati Mahalaya, Fort Branch, Mumbai - 400 023. Mr.K. Umamaheswaram 022 - 22046160 022 - 22046160 Chief Manager 3. Axis Bank Ltd. 9th Floor, Solaris, C-Wing Opp L&T Gate No 6, Saki Vihar Road, Powai, Mumbai - 400 072. Mr. Kirit Rathod, Vice President 022 - 40754981/82/ 022 - 40754996 83/9820850829 4. Bank of Baroda Mumbai Main Office, Mumbai Samachar Marg, Fort, Mumbai - 400 023. Mr. Sonu A. Arekar 022 - 40468314, 40468307 022 - 22835236 5. Bank of India Stock Exchange Branch, Phiroze Jeejeebhoy Tower, (New Stock Exchange Building), Shri B. B. Sharma, Manager 022 - 2272 1677 (Direct) 022 - 22721782 P. J. Tower, Dalal Street, Fort, Mumbai – 400 023. 022 - 2272 2399 (Board) 6. Bank of Maharashtra Fort Branch, 1st Floor, Janmangal, 45/47, Mumbai Samachar Marg, Mumbai - 400 023. Mr. A.D. Deshpande (Assistant General 022 - 22694160/22652595 022 - 22681296 Manager) /2663947 9730000438 7. BNP Paribas French Bank Bldg., 62, Homji Street, Fort, Mumbai – 400 001. Mr. Prem Mariwala 022 - 66501376 022 - 66501620 8. Canara Bank Capital Market Services Branch, Verma Chambers, Ground Floor, 11 Homji Street, Fort, Mr. Nandkumar G. Nikam 022 - 22692973/22662816 022 - 22664140 Mumbai - 400 001. 9. Central Bank of India Ground floor, Chandermukhi, Nariman Point, Mumbai - 400 021. Mr. Arjun 022 - 66361918, 9833486442 022 - 66361919/1906 10. CITI Bank Citigroup Center, Plot No C-61, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051. S. Girish 022 - 26535504, 9819912248 022 - 26535824 11. City Union Bank Ltd. 48, Mahalakshmi St.,T.Nagar, Chennai - 600 017. Tamil Nadu. Mr. Sivaraman 044 - 24340010, 24343517 044 - 24348586 12. Corporation Bank Capital Market Branch, Ist Floor, Earnest House, NCPA Marg, Nariman Point, Mr. Amod Kumar 022 - 22841406/22842764/ 022 - 22843823 Mumbai - 400 021. 9870340031 13. Deutsche Bank Sidrah, 110, Swami Vivekananda Road, Khar (W), Mumbai - 400 052. Mr. Manish Kulkarni 022 - 6600 9428 022 - 66009666 14. HDFC Bank Ltd. FIG - OPS Department, Lodha - I, Think Techno Campus O-3 Level, Next to Kanjurmarg Mr. Deepak Rane / Uday Dixit 022 - 30752928 / 30752927 022 - 25799801 Railway Station, Kanjurmarg (East), Mumbai - 400 042 15. HSBC Ltd. 3rd Floor, PCM Dept. Umang, Plot CTS No. 1406-A/28, Mindspace, Malad (West), Mr. Jagrut Joshi 022 - 67115485/9870403732 022 - 66536005 Mumbai - 400 064. 16. ICICI Bank Ltd. Capital Market Division, Fort Roshan Tellis 022 - 22627600 022 - 22611138 17. IDBI Bank Ltd. IDBI Bank Limited, Central Processing Unit, Sarju House, 3rd Floor, Plot No. 90, Mansi Shukla/ 022 - 6670 0659, 66700660 022 - 66700669/ 708 Road No. 7, Andheri (East), Mumbai - 400 093. Meenakshi Khangarot 18. Indian Bank Nandanam Branch, 480 Anna Salai, Nandanam, Chennai - 600 035. Mr. V. Muthukumar / Mr. M. Veerabahu 044 - 24330233 044 - 24347755 19. Indian Overseas Bank Chennai DP, I Floor, New No.47, Halls Road, Egmore, Chennai - 600 008 Mr. K Chandrasekaran 28193617 28193619 20. IndusInd Bank Premises No. 1, Sonawala Building 57, Mumbai Samachar Marg, Fort, Mumbai - 400 001. Mr. Yogesh Adke 9833670809, 022-66366589 022 - 66366590 21. J. P. Morgan Chase Bank J.P. Morgan Tower, Off C.S.T. Road, N.A, Kalina Santacruz - East, Mumbai - 400 098. Nandita Halady 022 - 6157 3833 022 - 6157 3910 22. Karur Vysya Bank Ltd. Demat Cell, First Floor, No 37, Whites Road, Royapettah, Chennai - 600 014. Nori Subrahmanyam 044 - 28518265 044 - 28518269 23. Kotak Mahindra Bank Ltd. Kotak Infiniti, 6th Floor, Building No.21, Infinity Park, Off Western Express Highway, Sanjay Sawant 022 - 66056587 022 - 66056642 General AK Vaidya Marg, Malad (E), Mumbai 24. Nutan Nagrik Sahakari Bank Ltd. Opp. Samratheshwar Mahadev, Nr. Law Garden, Ellisbbridge, Ahmedabad Miti Shah 9879506795 079 - 26564715 25. Oriental Bank of Commerce 67, Bombay Samachar Marg, Sonawala Building, Fort, Mumbai - 400 001 Shri B.K. Palrecha, 022 - 22654791/95 022 - 22654779 Asstt. General Manager 26. Punjab National Bank Capital Market Services Branch, PNB House, Fort, Sir P.M. Road, Mumbai Sh. K. K. Khurana 022 - 22621122, 22621123, 022 - 22621124 27. South Indian Bank ASBA Cell (Nodal Office), 2nd Floor, SIB Building, Market Road, Ernakulam - 682 035, Mr. John K. Mechery 09645817905 0484 - 2351923 Kerala, India. 28. Standard Chartered Bank 90 M.G.Road, Fort, Mumbai - 400 001. Mr. Joseph George 022 - 22683955 022 - 22092216 29. State Bank of Bikaner & Jaipur State Bank of Bikaner and Jaipur, P.R. Road, Jaipur - 302 005. Mr. N. K. Chaudhary 0141 - 4003381, 09413398771 0141 - 2365219 30. State Bank of Hyderabad Gunfoundry, Hyderabad - 500 001. Mr. Ashok Kulkarni 040 - 23387325 040 - 23387743 31. State Bank of India Capital Market Branch, Videocon Heritage, Klick House, Opp. MTNL Office, Charanjit Rai Mrs. Surekha Shinde 022 - 2266 2133 022 - 2265 0747 Marg, Fort, Mumbai - 400 001. Asst. Manager 098704 98689 32. State Bank of Travancore Anakatchery Buildings,Y M C A Road, Statue,Thiruvananthapuram - 695 001. P. P. Muraleedharan 0471 - 2333676 0471 - 2338134 33. Syndicate Bank Capital Market Services Br., 26A, First Floor, Syndicate Bank Bldg., P.M. Road, Fort, Mr. Ashok Reddy 022 - 22621844 022 - 22700997 Mumbai - 400 001. 34. Tamilnad Mercantile Bank Ltd. Depository Participant Services Cell, Third Floor, Plot No.4923, Ac/16, 2nd Avenue, Anna R. Krishnamoorthi 044 - 26192552, 9842829782 044 - 26204174 Nagar (West), Chennai - 600 040, Tamilnadu, India. 35. The Federal Bank Limited ASBA CELL, Retail Busi. Dept., Federal Bank, Marine Drive, Ernakulam, Kochi - 682 031. Mr. K. Prasad (Manager Admn.) (0484) 2201847 0484 - 2385605 36. UCO Bank D.N. Road (Retail) Branch, Mumbai - 400 023. Manager 022 - 40180105 022 - 22870754 37. Union Bank of India Mumbai Samachar Marg, Mumbai - 400 023. Mr. O. P. Jain / K. I. Damniwala 022 - 22629411/22629404 022 - 22642787/ 022 - 22676685 38. United Bank of India Global Cash Management Service Hub, 4th Floor, United Bank of India, Head Office AGM (CMS & DEMAT) 033 - 22624175 033 - 22624176 11, Hemanta Pasu Sarani, Kolkata - 700 001. 39. Vijaya Bank Head Office Building, 41/2, M.G.Road, Bangalore. Mr. Vithaldas Acharya 080 - 25584281 080 - 25584281 40. YES Bank Ltd. YES Bank Limited, Tiecicon House, Second Floor, Dr. E Moses Road, Mahalaxmi, Mr. Mahesh Shirali 022 - 66229031 022 - 24974875 Mumbai - 400 011. 41. The Kalupur Commercial Kalupur Bank Bhavan, Nr. Income Tax Circle, Ashram Road, Ahmedabad - 380 014. Mr. Jay V. Pathak, Manager 079 - 27582028 079 - 40014118/ Co-operative Bank Ltd. 40014149 42. Bank of America N. A. 748, Anna Salai, Chennai - 600 002. Mr. Swaminathan Ganapathy 044 - 42904526 044 - 28522550 43. The Lakshmi Vilas Bank Ltd. 64, Dr. V.B.Gandhi Marg, Kalaghoda, Fort, Mumbai, Great Mumbai District, Raghu Nagarajan 022 - 2267288, 22672247(M) 022 - 22670267 Maharashtra - 400 001. 44. State Bank of Patiala CO 99-102, Sector - 8C, Chandigarh Shri. Amarjit Singh Girn, 0172 - 2779116, 2546124, 0172 - 2546080 Chief Manager 09779586096 45. State Bank of Mysore P.B. No.1066, #24/28, Cama Building, Dalal Street, Fort, Mumbai - 400 001. Mr. Rajeshwar Das, Manager 09022469176 022 - 22656346 46. The Surat Peoples Co-op. Central Office, Vasudhara Bhavan, Timaliyawad, Nanpura, Surat - 395 001. Mr. Iqbal Shaikh 0261 - 2464621 0261 - 2464577.592 Bank Ltd. 47. Dhanlaxmi Bank Limited The Dhanlaxmi Bank Ground Floor, Janmabhoomi Bhavan, Plot 11-12, Janmabhoomi Niranjan Ketkar 022 - 2202535 022 - 22028208 Marg, Fort Mumbai, Maharashtra - 400 001. 48. The Saraswat Co-opearative Madhushree, Plot No. 85, 4th Floor, District Business Centre, Sector – 17, Vashi, Navi Mr. A. A. Bhatia 022 - 27884161 / 27884162 / 022 - 27884153 Bank Ltd. Mumbai – 400 703. 27884163 / 27884164 49. DBS Bank Ltd. DBS Bank Ltd, Fort House, 221, Dr. D.N. Road, Fort, Mumbai - 400 001. Mr. Amol Natekar 022 - 6613 1213 022 - 6752 8470 50. Dena Bank Capital Market Branch, 17 B, Horniman Circle, Mumbai - 400 023. Branch Manager 022 - 22661206 / 22702881 022 - 22694426 / 22702880 51. Karnataka Bank Ltd. The Karnataka Bank Ltd., Mangalore H O Complex Branch, Mahaveera Circle, Kankanady, Ravindranath Baglodi, Sr. Manager 0824 - 228139/140/141 0824 - 26564863 Mangalore 575 002 52. The Ahmedabad Mercantile Head Office : “Amco House”, Nr. Stadium Circle, Navrangpura, Ahmedabad 380 009 Bimbal P. Chokshi 079 - 26426582 - 84 - 88 079 - 26564863 Co-op. Bank Ltd. 53. ING Vysya Bank No.69, Ramaiah Complex, Roopena Agrahara, Hosur Road, Bangalore 560068 Yoganand J., Akshay Hegde 080 - 2253 2135, 2500 5316 080 - 2253 2111 54. Janata Sahakari Bank Ltd. N.S.D.L. Department, Bharat Bhavan, 1360, Sukhrawar Peth, Pune 411 002 Shri Ajit manohar Sane 020 - 2443 1011, 2443 1016 020 - 2443 1014 55. Barclays Bank PLC 601/603, Ceejay House, Shivsagar Estate, Dr. AB. Road, Worli, Mumbai - 400 018 Parul Parmar 022-6719 6400 / 6575 022-6719 6996 ASBA Applicants may approach any of the above banks for submitting their application in this Offer. For the complete list of SCSBs and their Designated Branches please refer to the website of SEBI (http:// www.sebi.gov.in/cms/sebi_data/attachdocs/1325570097787.html). A list of SCSBs is also displayed on the website of BSE and NSE at www.bseindia.com and www.nseindia.com, respectively.

48 MUTHOOT FINANCE LIMITED Printed by : www.sapprints.com