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ProspectusDated: September 21, 2015

MUTHOOT FINCORP LIMITED(Formerly 'Muthoot Debt Management Services Limited')

Muthoot Fincorp Limited (the “Company”) with CIN U65929KL1997PLC011518 was incorporated in the Republic of India under the Companies Act, 1956, as amended (the “Companies Act 1956”) as a public limited company and registered as a Non-Banking Financial Company (“NBFC”) within the meaning of the Reserve Bank of India Act,

1934, as amended (the “RBI Act”). For further details, see the section titled “History and Certain Corporate Matters” on page 131.Registered office: Muthoot Centre, Punnen Road, Trivandrum 695 034 Tel: +91 (471) 3911550 Fax: +91 (471) 2331560 Corporate office: Spencer Junction, M.G. Road,

Trivandrum 695 001 Tel: +91 (471) 3911430 Fax: +91 (471) 3911569 Website: www.muthootfincorp.com Compliance Officer and Contact Person: Mr. T.D. Mathai; Email: [email protected]

PROMOTERS OF THE COMPANY: THOMAS JOHN MUTHOOT, THOMAS GEORGE MUTHOOT AND THOMAS MUTHOOT

GENERAL RISK

ISSUER’S ABSOLUTE RESPONSIBILITY

CREDIT RATING

PUBLIC COMMENTS

LISTING

ISSUE RELATED DETAILS

PUBLIC ISSUE BY MUTHOOT FINCORP LIMITED, (“COMPANY” OR “ISSUER”) OF SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF ` 1,000 EACH (“NCDS”), UP TO 15,000 LAKHS WITH AN OPTION TO RETAIN OVER SUBSCRIPTION UP TO 15,000 LAKHS AGGREGATING TO ̀ 30,000 LAKHS (THE “ISSUE”).

The Issue is being made under the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended (the “SEBI Debt Regulations”).

Investors are advised to read the Risk Factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue including the risks involved. Specific attention of the investors is invited to “Risk Factors” on page 19 before making an investment in the Issue. This document has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”), any registrar of companies or any stock exchange in India.

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 such information or the expression of any such opinions or intentions misleading in any material respect.

CRISIL has by way of its letter no. MUFIL/138482/NCD/081501065 dated August 24, 2015 assigned a rating of “CRISIL A/Stable” to the NCDs. Instruments with this rating are considered to have adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decision. These ratings are subject to revision or withdrawal at any time by the assigning rating agency and should be evaluated independently of any other ratings. For the rationale for these ratings, see “Annexure B – Credit Rating”.

The Draft Prospectus dated September 08, 2015 was filed with BSE Limited (“BSE”), the Designated Stock Exchange pursuant to regulation 6 (2) the SEBI Debt Regulations. The Draft Prospectus was open for public comments for a period of 7 working days i.e. till 5.00 P.M. on September 15, 2015.

The NCDs are proposed to be listed on BSE, which has given its in-principle listing approval, by letter no. DCS/SJ/PI-BOND/03/15-16, dated September 15, 2015. The Designated Stock Exchange for the Issue is BSE.

For details relating to the Issue, the coupon rate, the coupon payment frequency, the redemption date, the redemption amount and eligible Investors, please refer to the section titled “Offer Information” beginning on page 224.

` `

LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE DEBENTURE TRUSTEE

**The Issue shall remain open for subscription from 10 a.m. to 5 p.m. during the period indicated above with an option for early closure or extension by such period as may be decided by the Board of Directors or a duly constituted committee thereof of the Company. In the event of such early closure or extension of the subscription list of the Issue, the Company shall ensure that public notice of such early closure/extension is published on or before such early date of closure or the Issue Closing Date, as applicable, through advertisement(s) in at least one leading national daily newspaper with wide circulation.SBICAP Trustee Company Limited has by its letter dated August 11, 2015 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in this Prospectus and in all the subsequent periodical communications sent to the holders of the NCDs issued pursuant to this Issue. A copy of the Prospectus shall be filed with the Registrar of Companies, Kerala, in terms of Section 26 of the Companies Act, 2013, along with the requisite endorsed/certified copies of all requisite documents. For further details please refer to the section titled “Material Contracts and Documents for Inspection” on page 282.

ISSUE PROGRAMME

SMC Capitals Limited302-303, Enterprise Centre, Nehru Road, Vile Parle (East), Mumbai 400 099Tel: +91 (22) 6648 1818Fax: +91 (22) 6648 1850Email: [email protected] Grievance Email: [email protected] Website: www.smccapitals.com Contact person: Mr. Satish MangutkarCompliance Officer: Ms. Vertika SrivastavaSEBI Registration No.: MB/INM000011427

ISSUE OPENS ON

SEPTEMBER 28, 2015

ISSUE CLOSES ON**

OCTOBER 27, 2015

Integrated Enterprises (India) LimitedII Floor, Kences Towers, No. 1 Ramakrishna Street, North Usman Road, T.Nagar, Chennai 600 017Tel: +91 (44) 2814 0801 - 803Fax: +91 (44) 2814 2479Email: [email protected] Investor Grievance Email: [email protected] Website: http://www.integratedindia.in Contact Person: Mr. Sriram SSEBI Registration Number: INR000000544

SBICAP Trustee Company Limited202, Maker Tower ECuffe ParadeMumbai - 400005Tel: +91 (22) 4302 5566 Fax: +91 (22) 2204 0465Email: [email protected] Investor Grievance Email: [email protected]: www.sbicaptrustee.com Contact Person: Mr. Ajit Joshi SEBI Registration Number: IND000000536

TABLE OF CONTENTS

SECTION I : GENERAL ............................................................................................................................................ 1

DEFINITIONS AND ABBREVIATIONS ................................................................................................................ 1

CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATON ............................................................................................................................................... 15

FORWARD LOOKING STATEMENTS ............................................................................................................... 17

SECTION II : RISK FACTORS .............................................................................................................................. 19

SECTION III : INTRODUCTION .......................................................................................................................... 45

THE ISSUE ............................................................................................................................................................. 45

SELECTED FINANCIAL INFORMATION .......................................................................................................... 53

GENERAL INFORMATION .................................................................................................................................. 67

CAPITAL STRUCTURE ........................................................................................................................................ 76

OBJECTS OF THE ISSUE ..................................................................................................................................... 86

STATEMENT OF TAX BENEFITS ....................................................................................................................... 88

SECTION IV : ABOUT THE ISSUER.................................................................................................................... 95

INDUSTRY OVERVIEW ....................................................................................................................................... 95

OUR BUSINESS ..................................................................................................................................................... 99

REGULATIONS AND POLICIES ....................................................................................................................... 120

HISTORY AND CERTAIN CORPORATE MATTERS ...................................................................................... 131

OUR MANAGEMENT ......................................................................................................................................... 140

PROMOTERS ....................................................................................................................................................... 159

STOCK MARKET DATA FOR OUR EQUITY SHARES/ DEBENTURES ...................................................... 162

DESCRIPTION OF CERTAIN INDEBTEDNESS .............................................................................................. 163

SECTION V : LEGAL AND OTHER INFORMATION ..................................................................................... 189

OUTSTANDING LITIGATION, STATUTORY AND REGULATORY ACTIONS .......................................... 189

MATERIAL DEVELOPMENTS .......................................................................................................................... 205

OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................................ 206

SECTION VI : OFFER INFORMATION ............................................................................................................ 224

ISSUE STRUCTURE ............................................................................................................................................ 224

TERMS OF THE ISSUE ....................................................................................................................................... 232

ISSUE PROCEDURE ........................................................................................................................................... 248

SECTION VII : MAIN PROVISIONS OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION 278

SECTION VIII : OTHER INFORMATION ........................................................................................................ 282

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .............................................................. 282

10042

Text Box

DECLARATION.........................................................................................................................................................F1 ANNEXURE A.............................................................................................................................................................F2 ANNEXURE B...........................................................................................................................................................F64 ANNEXURE C...........................................................................................................................................................F68 ANNEXURE D...........................................................................................................................................................F70

SECTION I :

`

`

` `

` `

`

`

`

`

`

`

`

`

`

`

`

`

`

`

CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATAAND CURRENCY OF PRESENTATON

`

SECTION II :

` `

`

`

`

`

`

`

` ` ` `

`

` `

`

`

`

`

` `

`

` `

`

`

SECTION III :

` `

` `

`

`

` `

`

`

`

`

`

`

`

``

``

``

``

``

`

``

``

``

``

``

`

`

``

``

``

``

``

`

`

``

``

``

``

``

`

``

``

`

`

`

`

`

`

`

` `

` `

` `

`

` `

` `

`

` ` `

` ` `

` ` `

` `

` `

` `

` `

`

` `

` `

` `

` `

`

`

`

OBJECTS OF THE ISSUE

`

` `

`

`

`

`

`

`

`

`

`

`

`

`

SECTION IV :

`

`

`

`

`

`

`

` ` ` ` `

` `

`

`

`

`

`

`

` `

`

` ` ` ` ` `

` `

`

`

` `

`

`

` `

` `

` `

` `

`

` ` ` `

` ` ` ` `

`

`

`

`

`

`

`

` `

`

` `

`

`

`

` `

`

` ` `

`

` `

` `

`

`

`

`

`

`

` `

`

`

`

` `

`

`

`

`

`

`

`

`

` `

`

`

`

SECTION V :

`

`

`

`

`

`

`

`

`

`

`

`

`

` ` `

`

`

`

`

`

`

`

`

``

`

`

`

`

`

`

` `

`

MATERIAL DEVELOPMENTS

`

OTHER REGULATORY AND STATUTORY DISCLOSURES

` ` `

`

`

`

`

`

`

`

`

` `

`

` `

`

` `

`

`

``` `

` `

` `

` ` 2

`

`

`

`

`

`

`

` `

`

`

` `

`

``

SECTION VI : OFFER INFORMATION

ISSUE STRUCTURE

`

` `

`

`

`

` `

`

`

`

`

`

`

`

``

``

``

``

``

`

``

``

``

``

``

`

`

``

```

``

``

``

`

`

``

``

``

``

``

`

``

``

` ` `

`

`

`

`

`

`

SECTION VII :

`

` `

SECTION VIII :

A CHERIAN & ASSOCIATESChartered Accountants

PuthuparampilManganam P.O.

Kottayam - 686018.0481-2575155; Mobile : 9847063828.

email : [email protected]

231

.03.

2014

31.0

3.20

15EQUITYAN

DLIABILITIES

ShareHolder'sFunds:

ShareApplicationmoneypendingallotment

Non

CurrentLiabilities

CurrentLiabilities

TOTAL

4,22,600.20

7,50,997.53

10,67,369.12

10,34,431.12

10,64,770.65

ASSETS

Non

Currentassets

CurrentAssets

TOTAL

4,22,600.20

7,50,997.53

10,67,369.12

10,34,431.12

10,64,770.65

REVENUE

31.0

3.20

1431

.03.

2015

INCOME

TotalRevenue

75,876.07

1,50,714.79

2,07,809.44

1,97,531.70

2,03,886.52

EXPENSES

TotalExpenses

44,705.99

1,06,611.25

1,73,503.88

1,91,098.12

1,90,521.02

ProfitBeforeExceptionaland

ExtraOrdinaryItem

sandTax

31,170.09

44,103.54

34,305.56

6,433.58

13,365.50

ProfitBeforeExtraOrdinaryItem

sandTax

31,170.09

44,103.54

34,305.56

6,433.58

13,365.50

ProfitBeforeTax

31,170.09

44,103.54

34,865.85

6,433.58

13,365.50

ProfitforthePeriod

from

Continuing

Operations

20,852.31

29,950.55

21,040.16

6,326.84

8,377.09

ProfitforthePeriod

20,852.31

29,950.54

21,040.16

6,326.84

8,377.09

EarningsperEquityShare(inRs.)

i.Basic

ii.Diluted

31.0

3.20

1431

.03.

2015

CASH

FLOWFROMOPERATINGACTIVITIE S

6,43

3.58

13,3

65.5

0

7,42

0.11

79.0

8

Operating

profitbeforeworking

capitalchange s

34,622.37

50,432.49

54,093.42

8,092.39

20,087.95

Movem

entinWorking

Capital

Cashgeneratedfrom

Operatio n

2,04,211.58

2,48,941.59

2,37,892.66

68,823.39

6,040.85

NET

CASH

FLOWFROM/(USEDIN)O

PERATINGACTIVITIES(A)

2,14,243.25

2,62,536.64

2,53,318.05

64,626.12

747.56

CASH

FLOWFROMINVESTINGACTIVITIE S

NET

CASH

FLOWFROM/(USEDIN)INVESTINGACTIVITIES(B)

13,019.27

9,756.74

24,632.03

6,452.61

820.17

CASH

FLOWFROMFINAN

CINGACTIVITIE S

NET

CASH

FLOWFROM/(USEDIN)FINAN

CINGACTIVITIES(C)

2,22,613.05

2,89,568.65

2,79,293.69

68,419.78

7,942.77

NET

INCREASE/(DECREASE)INCASH

ANDCASH

EQUIVALENTS

(A+B+C )

4,649.47

17,275.28

1,343.60

10,246.27

7,870.16

28,140.42

23,490.95

40,766.23

42,109.83

31,863.56

23,490.95

40,766.23

42,109.83

31,863.56

39,733.72

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REVENUEFROMOPERATIONS

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1,48,202.41

2,04,858.09

1,86,564.50

1,92,302.33

OTH

ERINCOME

1,539.72

2,512.38

2,951.35

10,967.20

11,584.19

EMPLOYEEBENEFITSEXPENSE

6,700.32

12,411.78

26,154.59

35,267.69

34,509.59

FINAN

CECOST

23,766.52

65,358.42

96,912.87

1,15,305.36

1,12,980.76

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EREXPENSES

11,829.72

23,800.48

41,555.03

33,104.96

34,899.90

EXTRAORD

INARYITEM

S

560.29

Total 21,663.37 33,359.98 52,575.42 53,366.90 55,080.36

MUTHOOT FINCORP LTD

MUTHOOT FINCORP LIMITED

Notes on reformatted standalone summary statements and Significant

Accounting Policies

A) OVERVIEW

1. Muthoot Fincorp Limited ("the Company") is a Public LimitedCompany operating in India and is incorporated under the provisionsof the Companies Act 1956, with an authorised capital of Rs.20,000lakhs, comprising of 2,000 lakhs equity shares of Rs.10/- each. TheCompany is a Non Deposit Accepting Non-Banking Financial Company(NBFC) registered with the Reserve Bank of India (RBI) and isclassified as a Non Deposit Taking Systemically Important LoanCompany (NDSI).

2. The reformatted summary statement of assets and liabilities of theCompany as at 31.03.2015, 31.03.2014, 31.03.2013, 31.03.2012 and31.03.2011, and the related reformatted summary statement of profits and losses and cash flows for the years ended 31.03.2015, 31.03.2014, 31.03.2013, 31.03.2012 and 31.03.2011 (hereinafter collectively referred to a

relate to Muthoot Fincorp Limited (have been prepared specifically for inclusion in the Prospectus to be filed by the company in connection with its proposed public issue of secured, redeemable, non-convertible bonds in the nature of debentures.

B. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES ADOPTED BY THE COMPANY IN THE PREPARATION OF REFORMATTED STANDALONE SUMMARY STATEMENTS FOR THE YEAR ENDED 31.03.2015, 31.03.2014, 31.03.2013, 31.03.2012 and 31.03.2011.

a. System of accounting & basis of preparation

The financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India under the historical cost convention on accrual basis. Pursuant to Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, till the standards of accounting or any addendum thereto are prescribed by the Central Government in consultation and recommendation of the National Financial Reporting Authority, the existing Accounting Standards notified under the Companies Act, 1956 shall continue to apply. Accordingly, these financial statements have been prepared to comply in all material aspects with the Accounting

Standards notified under Section 211 (3C) of the Companies Act, 1956, Companies (Accounting Standards) Rules, 2006, (as amended), the other relevant provisions of the Companies Act, 2013 and Reserve Bank of India Regulations in relation to Non-Banking Finance Companies to the extent applicable to the company.

All assets and liabilities have been classified as Current or Non-current as per the criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of business, the Company has ascertained its Operating Cycle as 12 months for the purpose of Current / Non-current classification of its assets and liabilities.

b. Use of Estimates

The preparation of the financial statements required the Management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities, revenues and expenses and disclosures relating to the contingent liabilities. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ from these estimates. Any revision to accounting estimates is recognised prospectively in the current and future periods. Estimates include provision for doubtful debts and advances, employee benefit plans, provision for income taxes and provision for diminution in value of investments.

c. Tangible Fixed assets

Fixed Assets are stated at cost, less accumulated depreciation and accumulated impairment losses, if any. The cost comprises of purchase price and directly attributable cost for bringing the asset to its working condition for the intended use.

Any trade discounts and rebates are deducted in arriving the purchase price.

Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the future economic benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including the day to day repair and maintenance expenditure are charged to revenue during the period in which such expenditure is incurred.

d. Intangible assets:

Intangible Assets are stated at cost, net of amortisation. Computer Software is amortised over a period of three years on straight line method.

e. Depreciation on Tangible Fixed Assets:

The company has provided for depreciation on Straight Line Method (SLM) based on the useful life of assets prescribed under Schedule II of the Companies Act, 2013, as against the depreciation rates prescribed under Schedule XIV to the Companies Act, 1956 in the previous year.

Up to 31.03.2014, the Company was following Written Down Value (WDV) method for depreciating all assets except leasehold improvements,where SLM was followed. The management is of the opinion that as the WDV method charges higher amounts of depreciation during the initial years, it does not reflect the true value of asset in the initial years. Since most of the assets of the company are relatively new, the management has taken a view to bring all assets under SLM method which gives a more realistic view of the assets compared to its useful life. The depreciation charged as per SLM for the year is Rs.8,130.77 lakhs. Due to the change in method, there is a reversal of Rs. 8,051.69 lakhs from the accumulated depreciation which has been classified under the head

method, there would have been an additional depreciation of Rs.4,053.85 lakhs

Depreciation on Leasehold Improvements is provided for on Straight Line Method (SLM) over the primary lease period of premises.

Depreciation on assets acquired/sold during the year is recognised on pro-rata basis in the statement of profit and loss from the date of acquisition or till the date of sale.

f. Investments

Investments intended to be held for not more than one year from the date on which such investments are made, are classified as current investments. All other investments are classified as Non-Current Investments.

Current Investments are carried in the Financial Statements at lower of cost or fair market value on individual investment basis. During the year, provision for fluctuation in value of current investments is recognised to the extent of the diminution in value.

Non-Current Investments are normally carried at cost. However provision for diminution in value is made to recognise a decline, other than temporary in nature.

On disposal of an investment, the difference between its carrying amount and net proceeds of disposal are recognized in the profit and loss account.

g. Human Resources and benefits

SHORT TERM EMPLOYEE BENEFITS

Short Term Employee Benefits for services rendered by employees are recognised during the period when the services are rendered

POST EMPLOYMENT BENEFITS

Defined Contribution Plan Provident Fund

Contributions are made to Employees Provident Fund Organisation in respect of Provident Fund, Pension Fund and Employees Deposit Linked Insurance Scheme at the prescribed rates and are charged to Statement of Profit & Loss at actuals

Defined Benefit Plan Retirement benefits

The company has provided for gratuity benefits payable to its employees based on actuarial valuation done in line with Accounting Standard 15

India.

Earned Leave benefits

The company has provided for earned leave benefits payable to its employees based on actuarial valuation done in line with Accounting Standard 15 Employee Benefits issued by Institute of Chartered Accountants of India.

h. Foreign Exchange Transactions

Foreign currency transactions are recorded, on initial recognition, by applying to the foreign currency amount the exchange rate at the date of the transaction. Non-monetary items, which are carried in terms of historical cost denominated in foreign currency, are reported using the exchange rate at the date of the transaction. During the year, the company has availed a Foreign Currency Loan (fully covered by a Forward Contract). On a prudent basis, the company has not translated the said loan using the exchange rate as on the Balance Sheet date as it results in a forex gain. The company has recognized the total premium on the contract on pro-rata basis over the life of the Forward Contract.

i. Taxes on Income

Income tax expense is the aggregate amount of current tax and deferred tax expense of the company. The current tax expense and deferred tax expense is determined in accordance with the provisions of the Income

Tax Act, 1961 and as per Accounting Standard 22 - Accounting for Taxes on income issued by the Institute of Chartered Accountants of India, respectively. Deferred tax adjustments comprise changes in the deferred tax assets or liabilities during the year. Deferred tax assets and liabilities are recognised on a prudent basis for the future tax consequences of timing differences arising between the carrying values of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using tax rates and tax laws which are at force as at the balance sheet date. The impact of changes in deferred tax assets and liabilities is recognised in the profit and loss account.

Deferred tax assets are recognised and re-assessed at each reporting er their

realisation is considered as reasonably certain.

j. Impairment of Assets

The Company assesses at each Balance Sheet date whether there is an indication of impairment of any asset. If any indication exists, the Company estimates the recoverable amount of the assets. The recoverable amount of the assets is the greater of the net selling price and value in use of the asset. Where the carrying amount of the asset is greater than its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. If the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the Profit and Loss Statement.

An assessment is made at each Balance Sheet date about the existence or decrease of previously recognized impairment losses. If such indication exists, the recoverable amount is estimated and the asset is reflected at the recoverable amount.

k. Revenue recognition Revenue is recognised to the extent that it is probable that economic benefits will flow to the company and the revenue can be reliably measured. The revenue recognition is as under:

a. Interest, finance charges, service charges etc. are recognized as income on accrual basis with reference to the terms of contractual commitments and finance agreements entered into with borrowers, as the case maybe, except in the case of non-performing assets where income is recognized on receipt basis.

b. Income from services is recognised as per the terms of contract on accrual basis.

c. Interest income on deposit accounts with banks is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable.

d. The prudential norms for income recognition prescribed under the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 are complied with.

l. Borrowing Cost

Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur.

m. Leases

Leases where a significant portion of risk or rewards of ownership are retained by the Lessor are classified as Operating Leases. Lease rentals are charged to the Statement of Profit and Loss on accrual basis.

n. Provisions/Write offs of assets

1. Non-performing loans are written off/provided for, as per the estimates of Management, subject to the minimum provision required as per the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007.

2. Provision for standard assets is made as required under Reserve Bank of India (RBI) Notification No. DNBS. 267 / PCGM (NSV) - 2014 dated 01-01-2014

Report of the Independent Auditor on the Summary Statements of Muthoot Housing Finance Company Limited

To, The Board of Directors Muthoot Housing Finance Company Limited, Muthoot Centre, Punned Road, Trivandrum, Kerala-695034

Dear Sirs,

1. We have examined the financial information of Muthoot Housing Finance Company Limited (for the purpose of its inclusion in the consolidation financial information of Muthoot

and further for its inclusion in the Draft Prospectus Draft Prospectus prepared by the Parent Company in connection with proposed issue of Secured Non Convertible Debentures of face value of Rs.1000 each, aggregating to 150 crores with an option to retain over-subscription up to Rs.150 crores, aggregating to 300 crores.Such financial information comprises of summary statements as defined in Para 3 below, which have been approved by the Board of Directors of the Company and prepared in accordance with the requirement of read with Rule 4 of the Companies (Prospectus and Allotment of Securities) Rules, 2014.

2. We have examined such financial information with regard to:

a. the terms of reference agreed with the Company vide arrangement letter dated August 25,2015 relating to work to be performed on such financial information, proposed to be included in the draft prospectus of the parent company in connection with its proposed issue as mentioned above; and

b. the Guidance Note (Revised) on Reports in Company Prospectuses issued by the Institute of Chartered Accountants of India, except that these financial information have not been adjusted for changes in accounting policies, retrospectively in the respective financial years to reflect the same accounting policies for all the reporting periods and for adjustments of amounts pertaining to previous years in the respective financial years to which they relate.

3. Financial Information

The financial information referred to above, relating to profit and losses, assets and liabilities and cash flows of the Company is contained in the following annexures to this report (collectively referred )

a) Annexure I containing the Summary Statement of Assets and Liabilities as at March 31 2015, 2014, 2013, 2012 and 2011.

b) Annexure II containing the Summary Statement of Profit and Loss for the years ended March 31 2015, 2014, 2013, 2012 and the period from March 5, 2010 to March 31, 2011.

c) Annexure III containing the Summary Statement of Cash Flows for the years ended March 31 2015, 2014, 2013, 2012 and the period from March 5, 2010 to March 31, 2011.

The aforesaid statements have been extracted and prepared by the Management from the audited financial statements of the Company for those years. We expressed audit opinions on the audited

financial statements of the Company for the years ended March 31, 2015, 2014, 2013 and 2012 vide our reports dated June 30, 2015, May 14, 2014, May 3, 2013 and June 29, 2012 respectively.

Audit of the financial statements for the period from March 5, 2010 to March 31, 2011, were carried out by M/s. A. Cherian & Associates, Chartered Accountants, being the auditor of the Company for that year, and accordingly reliance has been placed on the financial statements audited and reported upon by them for the above mentioned year

.

4. The Summary Statements do not contain all the disclosures required by the Accounting Standards referred to in sub-section section 133 of the Companies Act, 2013 applied in the preparation of the audited financial statements of the Company. Reading the Summary Statements, therefore is not a substitute for reading the audited financial statements of the Company.

5. Management Responsibility on the Summary Statements

Management is responsible for the preparation of summary statements in accordance with Section 26(1)(b) of the Act read with Rule 4 of the Companies (Prospectus and Allotment of Securities) Rules, 2014.

6.

Our responsibility is to express an opinion on the summary statements based on our procedures, which were conducted in accordance with Standard

7. Opinion

In our opinion, the summary financial statements as mentioned in paragraph 3 above, are consistent, in all material respects with the audited financial statements and in accordance with the Section 26(1)(b) of the Act read with Rule 4 of the Companies (Prospectus and Allotment of Securities) Rules, 2014.

Based on our examination of the same, we state that:

i) The figures of earlier years have been regrouped (but not restated retrospectively for change in any accounting policy), wherever necessary, to conform to the classification adopted for the Summary Statements

ii) There are no extraordinary items that need to be disclosed separately in the Summary Statements.

iii) each of the financial years ended March 31, 2015, 2014, 2013, 2012 and 2011 that requires adjustments to the Summary Statements except as follows:

In our audit report dated June 29, 2012 on the financial statements for the year ended

gratuity liability as per actuarial valuation as specified by Accounting Standard-15 on

iv) Attention is invited to:

1. Note No. 33 (b) of the financial statements for the year ended March 31, 2015 regardingMAT Credit Entitlement of Rs.43,49,413 which is based on the judgment of the management and

2. Note No. 35 of the financial statements for the year ended March 31, 2015 regarding change in accounting policy of recognition of processing fees related to the borrowings of the Company.

Our opinion was not modified in respect of these matters.

8. In the preparation and presentation of the Summary Statements based on the audited Financial Statements as referred to in paragraph 3 above, no adjustments have been made for any events occurring subsequent to the dates of the audit reports specified in paragraph 3 above.

9. This report should not in any way be construed as a reissuance or redating of the previous audit reports nor should this be construed as a new opinion on any of the financial statements referred to herein.

10. We did not perform audit tests for the purposes of expressing an opinion on individual balances or summaries of selected transactions, and accordingly, we express no such opinion thereon.

11. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

12. This report is issued solely at the specific request of the Company for your information and for inclusion in the Draft prospectus to be filed by the Company with SEBI and Stock Exchanges in connection with the proposed issue of Secured Non Convertible Debentures of the Company. This report may not be useful for any other purpose.

For Haribhakti & Co. LLP, Chartered Accountants ICAI Firm Registration No.103523W

__________________ Amit Hundia Partner Membership No.

Place: Mumbai Date: September 2, 2015.

(Rs.)

Particulars NOTE NO. 31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015

(I) EQUITY & LIABILITIES(1) Shareholders' Funds

(A) Share Capital 1 3,00,00,000 8,43,50,000 31,80,50,000 38,65,50,000 38,65,50,000(B) Reserves & Surplus 2 - (3,72,55,792) 4,03,12,791 13,53,92,904 11,58,59,135

Total(A) 3,00,00,000 4,70,94,208 35,83,62,791 52,19,42,904 50,24,09,135(2) Non-Current Liabilities

(A) Long Term Borrowings 3 51,43,003 7,53,15,263 75,59,01,253 2,36,03,34,235 3,42,84,22,574(B) Long Term Provisions 4 0 3,74,717 45,64,517 1,18,75,634 3,08,57,234

Total(B) 51,43,003 7,56,89,980 76,04,65,770 2,37,22,09,869 3,45,92,79,808(3) Current Liabilities

(A) Short Term Borrowings 5 0 - 2,05,42,615 32,60,135 -(B) Other Current Liabilities 6 16,91,128 73,25,420 4,88,27,710 27,09,50,767 49,77,72,574(C) Short Term Provisions 7 0 43,88,578 49,92,662 1,44,48,556 40,74,154

Total(C) 16,91,128 1,17,13,998 7,43,62,987 28,86,59,458 50,18,46,728

Total(A+B+C) 3,68,34,131 13,44,98,186 1,19,31,91,548 3,18,28,12,231 4,46,35,35,671

(II) ASSETS(1) Non-Current Assets

(A) Fixed Assets 8(i) Tangible Assets 1,98,482 2,13,526 13,68,629 46,30,870 50,92,982(ii)Intangible Assets - 15,353 7,21,763 39,44,715 22,23,894(iii) Intangible Assets under Development - 19,95,000 37,08,420 - - (B)Deferred Tax Assets (net) 9 - 10,56,246 14,09,476 24,30,193 22,42,850(C) Long Term Loans and Advances 10 2,96,432 9,43,01,328 1,07,21,93,646 2,81,94,41,383 3,72,96,79,562(D) Other Non Current Assets 11 54,34,403 - - - -

Total(D) 59,29,317 9,75,81,453 1,07,94,01,934 2,83,04,47,161 3,73,92,39,288(2) Current Assets

(A) Cash and Bank Balance 12 3,09,04,814 3,51,76,833 9,10,56,728 24,23,36,460 58,21,85,157(B) Short Term Loans and Advances 13 - 17,05,185 1,93,62,405 8,73,96,021 10,89,27,491(C) Other Current Assets 14 - 34,715 33,70,481 2,26,32,588 3,31,83,735

T l(E)

MUTHOOT HOUSING FINANCE COMPANY LIMITEDBALANCE SHEET

Total(E) 3,09,04,814 3,69,16,733 11,37,89,614 35,23,65,070 72,42,96,383

Total(D+E) 3,68,34,131 13,44,98,186 1,19,31,91,548 3,18,28,12,231 4,46,35,35,671

As per our attached report of even date 0 (0) -0 0 1

For Haribhakti & Co. LLP For and on behalf of the Board ofChartered Accountants Muthoot Housing Finance Company LimitedICAI Firm Registration No. 103523W

Thomas Muthoot Thomas John MuthootAmit Hundia Managing Director DirectorPartnerMembership No. : 120761

S. Sumesh Company Secretary

Place : Mumbai Place : TrivandrumDate : 2nd September,2015 Date :

(Rs.)

Particulars NOTES 31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015(I) INCOME

(A) Revenue from Operation 15 - 66,71,686 8,75,48,212 33,03,29,732 52,91,04,127(B) Other Income 16 4,44,323 - 7,52,309 8,60,886 2,78,873

TOTAL 4,44,323 66,71,686 8,83,00,521 33,11,90,618 52,93,83,000

(II) EXPENSES(A) Finance Cost 17 - 32,98,259 2,93,89,267 20,18,35,579 40,38,07,877(B) Employee Benefit Expenses 18 - 2,72,05,757 4,52,61,483 7,07,47,237 8,09,64,878(C) Administrative & General Expenses 19 - 1,43,82,460 2,52,47,370 4,46,98,310 5,84,95,026(D) Depreciation & Amortisation - 97,248 5,87,048 20,50,099 54,61,646(E) Preliminary Expenses Written Off 4,44,323 - - - -

TOTAL 4,44,323 4,49,83,724 10,04,85,168 31,93,31,224 54,87,29,427

Proft /(Loss) Before Tax - (3,83,12,038) (1,21,84,646) 1,18,59,394 (1,93,46,427) Tax Expenses:

Current Tax - - - 46,23,237 -Less: MAT Credit Entitlement (46,23,237) Deferred Tax - 10,56,246 3,53,230 10,20,717 6,08,647

Profit/(Loss) for the Year - (3,72,55,792) (1,18,31,417) 1,28,80,111 (1,87,37,778)

Basic/Diluted Earnings per Equity Share (Face Value of Rs. 10/-each)

i. Basic - (10.23) (0.50) 0.35 (0.48) ii Dil d (10 23) (0 50) 0 35 (0 48)

MUTHOOT HOUSING FINANCE COMPANY LIMITEDSTATEMENT OF PROFIT AND LOSS

ii. Diluted - (10.23) (0.50) 0.35 (0.48)As per our attached report of even date


Thomas Muthoot Thomas John MuthootAmit Hundia Managing Director DirectorPartner

Membership No. : 120761



(Rs.)

Particulars 31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015

Cash Flow From Operating ActivitiesProfit/(Loss) before taxation - (3,83,12,038) (1,21,84,647) 1,18,59,393 (1,93,46,427) Add:

Depreciation & amortization - 97,248 5,87,048 20,50,099 54,61,646Loss on assets written off - 20,621 - 19,503 -

Provisions on Standard assets - 3,81,031 39,82,329 71,46,199 35,03,936 Provisions on Non Performing assets - - - 34,17,343 1,25,39,194 Operating Profit/(Loss) - (3,78,13,138) (76,15,271) 2,44,92,537 21,58,349

Adjustment For:1) (Increase)/Decrease In Short Term Loans & Advances - (17,05,185) (1,76,57,220) (6,80,33,616) (2,15,31,470) 2) (Increase)/Decrease In Long Term Loans & Advances (2,96,432) (9,40,04,896) (97,78,92,318) (1,74,72,47,735) (90,90,89,561) 3) (Increase)/Decrease In Other Bank Balance(FD) - - (1,43,00,000) (2,40,00,000) (1,89,30,000) 4) Increase/(Decrease) in Other Current Liabilities 16,91,128 56,34,292 4,15,02,290 22,21,23,057 22,68,21,807 5) Increase/(Decrease) in Short Term Provision - 43,88,577 6,04,084 94,55,894 (60,52,705) 6) Increase/(Decrease) in long term provisions - (6,313) 2,07,471 (32,52,426) 29,38,471 7) Increase/(Decrease) in long term borrowings 51,43,003 7,01,72,260 68,05,85,990 1,60,44,32,982 1,06,80,88,3398) Increase/(Decrease) in Short term borrowings - - 2,05,42,615 (1,72,82,480) (32,60,135) 9) (Increase)/Decrease in other current assets - (34,715) (33,35,766) (1,92,62,107) (1,05,51,146) 10) (Increase)/Decrease In Non Current Assets (54,34,403) 54,34,403Cash generated from operations 11,03,296 (4,79,34,714) (27,73,58,124) (1,85,73,895) 33,05,91,948Taxes paid - - - - (54,70,315) Net cash flow from /(used in) operating activities (A) 11,03,296 (4,79,34,714) (27,73,58,124) (1,85,73,895) 32,51,21,633

Cash flow from investing activitiesPurchase of fixed and tangible assets (1,98,482) (1,48,267) (24,48,561) (85,54,794) (42,02,937) (Increase) / Decrease in Intangible Assets under development - (19,95,000) (17,13,420) 37,08,420 - Net cash flow from /(used in) investing activities (B) (1,98,482) (21,43,267) (41,61,981) (48,46,374) (42,02,937)

Cash flow from financing activitiesReceipts of Share Premium on issue of Shares - - 8,94,00,000 8,22,00,000 -Proceeds from Issue of Share Capital 3,00,00,000 5,43,50,000 23,37,00,000 6,85,00,000 -Net cash flow from financing activities (C) 3,00,00,000 5,43,50,000 32,31,00,000 15,07,00,000 -

MUTHOOT HOUSING FINANCE COMPANY LIMITED

CASH FLOW STATEMENT

Net cash flow from financing activities (C) 3,00,00,000 5,43,50,000 32,31,00,000 15,07,00,000

Net increase in cash and cash equivalents during the year(A + B + C) 3,09,04,814 42,72,019 4,15,79,895 12,72,79,732 32,09,18,697Cash and cash equivalents at the beginning of the year -Cash on hand - 10,448 17,670 3,74,040 Cheques on hand - 68,906 Bank balance in current account - 6,04,923 3,01,12,539 7,67,39,058 20,36,62,420 Fixed Deposit( less than 3 months maturity) - 3,02,99,891 49,84,940 - -Total Cash and cash equivalents at the beginning of the year - 3,09,04,814 3,51,76,833 7,67,56,728 20,40,36,460

Cash and cash equivalents at the end of the yearCash on hand - 10,448 17,670 3,74,040 19,71,743 Cheques on hand - 68,906 Bank balance in current account 6,04,923 3,01,12,539 7,67,39,058 20,36,62,420 19,38,48,363 Fixed Deposit( less than 3 months maturity) 3,02,99,891 49,84,940 - 32,91,35,051 Total Cash and cash equivalents at the end of the year 3,09,04,814 3,51,76,833 7,67,56,728 20,40,36,460 52,49,55,157

As per our attached report of even date


Thomas Muthoot Thomas John MuthootAmit Hundia Managing Director DirectorPartnerMembership No. : 120761



NOTES TO FINANCIAL STATEMENTS (Rs.)

31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015NOTE 1 - SHARE CAPITALAuthorised: 50,00,00,000 50,00,00,000 50,00,00,000 50,00,00,000 50,00,00,000 Issued, Subscribed and Paid Up: 3,00,00,000 8,43,50,000 31,80,50,000 38,65,50,000 38,65,50,000

TOTAL 3,00,00,000 8,43,50,000 31,80,50,000 38,65,50,000 38,65,50,000

NOTE 2 - Reserves & SurplusShare Premium - - 8,94,00,000 17,16,00,000 17,16,00,000 Statutory Reserve (As per Sec. 29C of National Housing Bank Act ,1987) - - - 25,76,022 25,76,022 Surplus(Deficit) in Statement of Profit & Loss - -3,72,55,792 -4,90,87,209 -3,87,83,118 (5,83,16,887)

TOTAL - -3,72,55,792 4,03,12,791 13,53,92,904 11,58,59,135

NOTE 3 - Long Term Borrowings Secured Term Loans from Banks - - 35,55,01,253 1,52,22,48,043 2,48,95,00,267 Term Loans from other parties - - - 19,83,86,192 29,92,22,307

Unsecured Loans and Advances from Related Parties 51,43,003 7,53,15,263 40,04,00,000 63,97,00,000 63,97,00,000

TOTAL 51,43,003 7,53,15,263 75,59,01,253 2,36,03,34,235 3,42,84,22,574

NOTE 4 - Long term provisions a) Provision for Employee Benefits :

- Gratuity - 2,77,423 6,19,486 8,58,198 b) Other Provisions:Contingent provision against standard assets

- For Housing Loan - 3,71,946 41,84,055 1,09,54,199 1,40,65,387 - For Non - Housing Loan - 2,771 1,03,039 3,01,949 4,15,772 Provision against Sub standard assets- For Housing Loan - - - - 1,10,62,530 - For Non - Housing Loan - - - - 3,24,903 Provision against Doubtful assets- For Housing Loan - - - - 40,10,964 - For Non - Housing Loan - - - - 1,19,481

TOTAL - 3,74,717 45,64,517 1,18,75,634 3,08,57,234

NOTE 5 - Short Term Borrowings Overdraft from banks - - 2,05,42,615 32,60,135 -

TOTAL - - 2,05,42,615 32,60,135 -

NOTE 6 - Other Current LiabilitiesCurrent maturities of long term debt - - 2,44,98,747 24,56,34,160 47,28,08,629 Premium Payable 1,82,740 23,27,405 43,73,707 33,31,347 Salary Payable 6,92,560 17,53,017 9,13,832 13,40,478 12,01,064 Interest Accrued but not Due on Loans 2,36,070 32,04,504 1,66,60,629 1,15,82,441 91,26,822 Statutory Dues Payable 5,65,278 12,43,193 20,96,028 23,20,154 35,19,418 Trade Deposits - - - - 3,30,000 Other payable 1,97,220 9,41,966 23,31,069 56,99,827 74,55,294

TOTAL 16,91,128 73,25,420 4,88,27,710 27,09,50,767 49,77,72,574

NOTE 7 - Short term provisions a) Provision for Employee Benefits:

Gratuity - - 1,397 2,926 3,159 b) Other Provisions: Contingent provision against standard assets

- For Housing Loan - 6,275 74,489 2,46,913 3,97,601 - For Non - Housing Loan - 39 1,776 6,498 11,753

Provision against Sub standard assets - For Housing Loan - - - 33,09,312 3,12,716 - For Non - Housing Loan - - - 1,08,031 9,184Provision against Doubtful assets - For Housing Loan - - - - 1,13,382 - For Non - Housing Loan - - - - 3,377 Provision against EMI/PEMI Receivable 1,22,982

Provision for Variable Pay to Employees - 35,00,000 49,15,000 64,53,179 31,00,000 Provision for Minimum Alternate Tax 43,21,697Provision for Expenses 8,82,264

TOTAL - 43,88,578 49,92,662 1,44,48,556 40,74,154


NOTE 9 - Deferred Tax Assets (Net)Deferred Tax Assets

- Provision for Variable Pay - 10,81,500 15,18,735 19,94,032 9,57,900 - Provision for Gratuity - - - 1,92,325 2,66,159 - Provision for Sub Standard Assets - - - 10,55,959 36,18,184 - Provision for Doubtful Assets 13,12,386

Deferred Tax Liability - Written Down Value of Assets - -25,254 -1,09,259 -8,12,123 (2,00,370) - Deferred Tax Liability on Unamortized Processing Fee - - (29,15,418)

- Deferred Tax Liability on Special Reserve u/s 29C of NHB Act, 1987 - - (7,95,991)

TOTAL - 10,56,246 14,09,476 24,30,193 22,42,850

NOTE 10 - Long Term Loans and AdvancesSecured, Considered Good Standard Assets

- Housing Loans - 9,29,86,575 1,04,60,13,674 2,73,85,49,756 3,51,63,46,788 - Non-housing loans - 6,92,855 2,57,59,767 7,54,87,204 10,39,42,924

Sub Standard Assets- Housing Loans 7,37,50,200 - Non-housing loans 21,66,018

Doubtful Assets- Housing Loans 1,60,43,856 - Non-housing loans 4,77,923

Other AdvancesAdvance Income Tax & TDS 44,432.00 2,01,498 1,82,515 1,97,596 13,46,214 MAT Credit Entitlement 46,23,237 43,49,413 Loan to Employee 20,000Unamortised Processing Fees 80,36,876 Other Deposits - 1,850 1,850 1,850Rent Deposit 2,52,000 4,20,400 2,35,840 5,81,740 31,97,500

TOTAL 2,96,432 9,43,01,328 1,07,21,93,646 2,81,94,41,383 3,72,96,79,562

NOTE 11 - Other Non-current AssetsPreliminary Expenses 58,78,726 54,34,403 - - -Less: Written off During the Year 4,44,323 54,34,403 - - -

TOTAL 54,34,403 - - - -

NOTE 12- Cash and Bank BalancesCash in Hand - 10,448 17,670 3,74,040 19,71,743 Cheques in Hand - 68,906 - - -Balance with Bank On current accounts 6,04,923 3,01,12,539 7,67,39,058 20,36,62,420 19,38,48,363 Fixed deposit ( Maturity less than Three Months) 3,02,99,891 49,84,940 - - 32,91,35,051 Other Bank BalanceIn Fixed Deposit Accounts 1,43,00,000 3,83,00,000 5,72,30,000

TOTAL 3,09,04,814 3,51,76,833 9,10,56,728 24,23,36,460 58,21,85,157

NOTE 13- Short Term Loans and Advances- Secured, Considered Good

Standard Assets- Housing Loans - 15,68,530 1,86,22,235 6,17,28,184 9,94,00,125 - Non-housing loans - 9,793 4,44,039 16,24,477 29,38,260

Sub Standard Assets- Housing Loans - - - 2,20,62,079 20,84,771 - Non-housing loans - - - 7,20,209 61,229

Doubtful Assets- Housing Loans 4,53,528 - Non-housing loans 13,510

- Unsecured, Considered Good

Loans to Employees - 26,862 21,961 30,250 1,20,000 Rent DepositTax deducted at sourceOther Loans and advances - 1,00,000 1,10,000 2,16,920 4,65,170 Prepaid expense - - 1,64,170 13,902 9,92,763 Unamortised Processing Fees - 13,98,135 Capital Advances - - - 10,00,000 10,00,000

TOTAL - 17,05,185 1,93,62,405 8,73,96,021 10,89,27,491

NOTE 14- Other Current AssetsEMI receivables - - 9,02,815 1,16,10,976 2,39,02,878 Processing Fees Receivable - - 11,30,874 11,30,874 7,91,612 Interest receivables - 6,444 10,22,582 40,52,357 68,42,544 Interest accrued but not due on Fixed Deposit - 28,271 1,43,979 28,47,067 -Cenvat Receivable - - 2,91,424 Other Receivables - - 1,70,231 29,91,314 13,55,276

TOTAL - 34,715 33,70,481 2,26,32,588 3,31,83,735

NOTES TO FINANCIAL STATEMENT(Rs.)

31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015NOTE 15 - Revenue from Operation

Interest - 35,24,945 6,69,27,341 28,96,04,454 50,48,41,271Other Financial Services - 31,46,741 2,06,20,871 4,07,25,278 2,42,62,857

TOTAL - 66,71,686 8,75,48,212 33,03,29,732 52,91,04,127

NOTE 16 - Other Income Interest on Bank deposit 4,44,323 - - - - Space Sharing - - 7,23,651 8,54,324 -

Miscellaneous Income - - 28,658 6,562 2,78,873TOTAL 4,44,323 - 7,52,309 8,60,886 2,78,873

NOTE 17 - Finance Costa)Interest Expenses On Term Loans - - 33,27,946 12,93,97,702 30,90,10,643 On Other Loans - 32,98,259 2,40,02,693 6,25,44,421 9,00,53,321 Other Interest - - 2,08,628 93,455 3,96,424b)Other Borrowing Cost - Processing Fees - Banks - - 18,50,000 98,00,000 43,47,489

TOTAL - 32,98,259 2,93,89,267 20,18,35,579 40,38,07,877

NOTE 18 - Employee Benefit ExpensesSalaries & Bonus - 2,72,05,757 4,48,60,928 6,80,89,285 7,75,22,506Contribution to Provident & other Funds - - - 15,02,379 14,45,948Staff welfare expenses - - 1,21,735 8,11,981 17,57,479Gratuity Expenses - - 2,78,820 3,43,592 2,38,945

TOTAL - 2,72,05,757 4,52,61,483 7,07,47,237 8,09,64,878

NOTE 19 - Administrative & General ExpensesRent - 25,31,938 47,05,888 56,09,972 77,81,627Postage & Telegram - 1,73,362 11,19,395 20,50,742 21,39,246Electricity & Water Charges - 1,112 8,02,812 7,57,915 10,20,867Travelling Expenses - 14,98,075 19,40,727 24,73,108 47,03,854Telephone Charges - 30,175 4,33,349 8,69,048 16,99,643Printing & Stationery - 3,30,270 6,24,258 6,21,315 11,14,534Bank Charges - 17,100 5,89,933 6,31,772 4,32,104Office Maintenance - 3,04,200 6,78,623 11,64,908 17,40,704Office Expenses - 54,050 5,91,861 5,67,844 7,93,565Professional Charges - 30,54,489 75,50,789 1,43,07,174 1,66,86,687Auditor's Remuneration - 2,50,000 4,01,292 8,50,000 10,53,500

Prior Period Items [( F.Y. 2012-13 Net of Income Rs. 2 - 54,34,403 5,01,042 - -Penalty - - - 34,000 -MFL Referral Incentives - - - 4,27,640 2,88,619Marketing Expenses - 1,39,975 2,71,576 2,22,769 85,397Insurance Exps. - - 362 74,512 33,017Rates & Taxes - 1,33,919 69,710 16,325 16,845Service tax - - 8,19,412 17,64,561 22,11,089Filing Fee - 17,740 17,990 6,500 40,080Provision on Standard Asset - 3,81,031 39,82,329 71,46,199 35,03,936Provision on Sub Standard Asset - - - 34,17,343 82,91,990Provision on Doubtful Debts - - - - 42,47,204Provision for Processing Fee Receivable - - - - 3,39,262Bad debts - - - 14,64,784 -Loss on assets write off - 20,621 - 19,503 - Miscelleaneous Expenses - 10,000 1,46,022 2,00,376 2,71,256

- 1,43,82,460 2,52,47,370 4,46,98,310 5,84,95,026


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Report of Auditors on the reformatted financial statements of Muthoot Microfin Limited as at and for each of the years ended March 31, 2015, March 31, 2014, March 31, 2013, March 31, 2012, and March 31, 2011.

The Board of Directors Muthoot Microfin Ltd. ParineeCrescenzo, BandraKurla Complex Bandra East, Mumbai

Dear Sirs,

We have examined the reformatted financial statements of Muthoot Microfin Limited (the 31.03.2015, 31.03.2014, 31.03.2013, 31.03.2012, and

31.03.2011annexed to this report for the purposes of inclusion in the offer document prepared by Muthoot Fincorp Limited(Holding Company) in connection with its proposed public issue of debt securities. Such financial statement, which has been approved by the Board of Directors of the Company, has been prepared in accordance with the requirements of:

a) clause (b) of Sub section (1) of Section 26 of the Companies Act, 2013 to the extent applicable to the accounts of subsidiary; and

b) the Securities & Exchange Board of India (Issue and Listing of Debt Securities) Regulations

of Section 11 of the Securities and Exchange Board of India Act, 1992 to the extent applicable to the accounts of subsidiary.

management. Our responsibility is to report on such statements based on our procedures.

1. The reformatted financial statements has been extracted by the management from the audited financial statements of the Company as at 31.03.2015, 31.03.2014, 31.03.2013,31.03.2012, &31.03.2011and from the books of account underlying such financial statements of the Company, which were approved by the Board of Directors on 22.05.2015, 28.04.2014, 18.05.2013, 05.06.2012 and14.07.2011 respectively. We have audited the accounts for the year ended 31.03.2015, 31.03.2014, 31.03.2013,&31.03.2012,in respect of which we have issued Audit Reports dated on 22.05.2015, 28.04.2014, 18.05.2013 & 05.06.2012. The audit of accounts for the year ended 31.03.2011was carried out by Deepak Ashar& Associates, Chartered Accountants and in respect of which they have issued Audit Reports dated 14.07.2011on which we have placed our reliance.

2. We have examined such reformatted financial information taking into consideration:

a) the terms of reference received from the Company requesting us to carry out work on such financial information, proposed to be included in the offer document of the Holding Company in connection with its proposed public issue of debt securities; and

b) the Guidance Note (Revised) on Reports in Company Prospectus issued by the Institute of Chartered Accountants of India.

3. In accordance with the requirements of clause (b) of Sub section (1) of Section 26 of the Act, the Regulations and the terms of our engagement agreed with you, we further report that:

The reformatted summary statement of assets and liabilities and schedules forming part thereof, the reformatted summary statement of profits and losses and schedules forming part thereof and the reformatted summary statement of cash flows (together referred to as

ended 31.03.2015, 31.03.2014, 31.03.2013, 31.03.2012& 31.03.2011examined by us are set out in Annexure I to V to this report.

4. Based on our examination as above, we further report that:

a) The Reformatted Summary Statements have to be read in conjunction with the notes given in Annexure VI

b) the figures of earlier periods have been regrouped (but not restated retrospectively for changes in accounting policies), wherever necessary, to confirm to the classification adopted for the Reformatted Summary Statements as at and for the year ended March 31, 2015;

c) there are no extraordinary items which need to be disclosed separately in the attached Reformatted Summary Statements; and

d) in the preparation and presentation of reformatted statements based on audited financial statements as referred to in paragraph 2 and 3 above, no adjustments have been made for any events occurring subsequent to dates of the audit reports specified in paragraph 1 above.

5. As stated in our audit reports referred to in paragraph 1 above, we have conducted our audit in accordance with the auditing standards generally accepted in India to enable us to issue an opinion on the general purpose financial statements. Those standards require we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit involves performing procedures to obtain audit evidence supporting the amounts and

judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor

the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

6. Our audits referred to in paragraph 1 above were carried out for the purpose of certifying the general purpose financial statements taken as a whole. For none of the periods referred to in paragraph 1 above, did we perform audit tests for the purpose of expressing an opinion on individual balances of account or summaries of selected transactions, and accordingly, we express no such opinion thereon.

7. We have not audited any financial statements of the Company as of any date or for any period subsequent to March, 31, 2015. Accordingly, we express no opinion on the financial position, results of operations or cash flows of the Company as of any date or for any period subsequent to March 31, 2015.

8. This report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by us or audit report of any other auditor in which we have placed our reliance nor should this be construed as a new opinion on any of the financial statements referred to herein.


10. This report is intended solely for your information and for inclusion in the Offer Document prepared in connection with the proposed public issue of debt securities of the Muthoot Fincorp Limited, the holding company and is not to be used, referred to or distributed for any other purpose without our prior written consent.

For JVR & Associates Chartered Accountants

(F.R.No.011121S)

Shawn Jeff Christopher Partner M.No.216926

Place: Kochi -16Date: 17.08.2015

2 31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015Equity and Liabilities

Share Holder's Funds:

Share Application money pending allotmentNon Current Liabilities

Current Liabilities

TOTAL 32.96 34.02 527.31 552.80 528.78ASSETSNon Current assets

Current Assets

TOTAL 32.96 34.02 527.31 552.80 528.78

As per our report of even date For and on behalf of Board of DirectorsFor JVR & AssociatesChartered Accountant

Sabu Zakharias KuncheriaShawn Jeff Christopher DirectorPartner

Palce : KochiDate : 17.08.2015

MUTHOOT MICROFIN LTD

ANNEXURE I RESTATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES(Rs. in Lakhs)

Parinee Crescenzo, Bandra Kurla Complex, Bandra East, Mumbai

REVENUE 31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015INCOME

Total Revenue 1.77 3.17 53.56 46.87 38.03

EXPENSES

Total Expenses 0.20 1.96 57.51 56.54 60.97Profit Before Exceptional and Extra OrdinaryItems and Tax 1.57 1.21 3.95 9.67 22.94

Profit Before Extra Ordinary Items and Tax 1.57 1.21 3.95 9.67 22.94

Profit Before Tax 1.57 1.21 3.95 9.67 22.94

Profit for the Period from ContinuingOperations 1.02 0.82 3.40 6.68 15.85

Profit for the Period 1.02 0.82 3.40 6.68 15.85

Earnings per Equity Share (in Rs.)i. Basicii. Diluted





ANNEXURE II RESTATED SUMMARY STATEMENT OF PROFITS AND LOSSES(Rs. in Lakhs)


31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015Cash flow from operating activitiesNet profit before taxation and extraordinary items 1.57 1.21 (3.95) (9.67) (22.94)Adjustment for:Depreciation & amortization 0.19 0.25 0.34Provision for Income Generating Loans 2.85 (2.85) 0.09Other Provisions 0.50 9.00 9.46Interest on Bank Deposit (10.84) (24.05) (37.65)Interest on Other Deposits (1.77) (3.17)Interest Paid 2.57Accrued Interest (1.12)Dividend incomeProfit/(loss) on sale of fixed assetsOperating profit before working capital changes (0.20) (1.46) (3.87) (24.29) (60.16)

Movement in Working Capital(Increase) / decrease loans and advances (285.68) 285.68 (8.47)(Increase) / decrease in trade & other receivables (0.05) 0.73 (59.16) 47.77 (2.90)Increase / (decrease) in other current liabilities (0.31) (0.16) (9.38) (8.25)

Cash generated from operation (0.25) (1.04) (348.87) 299.78 (79.78)Direct taxes paid (net of refund) (0.39)Extraordinary incomeNet cash flow from /(used in) operating activities (A) (0.25) (1.43) (348.87) 299.78 (79.78)

Cash flow from investing activitiesPurchase of fixed and tangible assets (0.87)Investment in subsidiary companyInterest received on current and long term investmentsInterest on Bank deposits 10.84 24.05 37.65Interest on Other Deposits 1.77 3.17Profit/(loss) on sale of fixed assetsDividend receivedNet cash flow from /(used in) investing activities (B) 1.77 3.17 9.97 24.05 37.65

Cash flow from financing activities(Increase) / decrease of short term borrowings 0.05 15.00 (15.05)(Increase) / decrease of long term borrowingsProceeds from Issue of Share Capital 470.00 50.00Interest Paid (2.57)Net cash flow from /(used in) financing activities (C) 0.05 485.00 32.38

Net increase / (decrease) in cash and cash equivalents (A + B+ C) 1.52 1.79 146.10 356.21 (42.13)Cash and cash equivalents at the beginning of the year 30.26 31.78 33.57 179.67 535.88Cash and cash equivalents at the end of the year 31.78 33.57 179.67 535.88 493.75





ANNEXURE III RESTATED STATEMENT OF CASH FLOW(Rs. in Lakhs)


31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015SHARE CAPITALAUTHORISED: 350.00 350.00 1,000.00 1,000.00 5,000.00

3500000 Equityshares of 10 each





ISSUED,SUBSCRIBED AND PAIDUP: 30.00 30.00 500.00 550.00 550.00TOTAL 30.00 30.00 500.00 550.00 550.00

RESERVES & SURPLUSSTATUTORY RESERVE 0.29 0.46 0.46 0.46 0.46PROFIT & LOSS ACCOUNT 1.97 2.62 0.79 (7.47) (23.32)SHARE PREMIUMSPECIAL CONTINGENCY RESERVETOTAL 2.26 3.08 0.33- (7.01) (22.86)

LONG TERM PROVISIONSPROVISION FOR GRATUITY 0.19TOTAL - - 0.19 - -

SHORT TERM BORROWINGSFROM DIRECTORS 0.05 15.05WORKING CAPITAL LOANS TERM LOAN - CURRENT PORTIONSD MATURING WITHIN ONE YEAR LOAN AGAINST DEPOSIT COMMERCIAL PAPERTOTAL - 0.05 15.05 - -

TRADE PAYABLESSUNDRY CREDITORSCREDITORS FOR EXPENSES 0.15 0.50 8.82 9.65 1.25TOTAL 0.15 0.50 8.82 9.65 1.25

OTHER CURRENT LIABILITIESOTHER CURRENT LAIBILITIES 0.73 0.16 0.30TOTAL - - 0.73 0.16 0.30

SHORT TERM PROVISIONSPROVISION FOR TAXATION 0.55 0.39PROVISION FOR INCOME GENERATING LOANS 2.85 0.09PROVISION FOR STANDARD ASSETS TIER - IIPROVISION FOR INV RATE FLUCTUATIONPROV. FOR GOLD PRICE FLUCTUATIONPROVISION FOR EARNED LEAVE ENCASHMTTOTAL 0.55 0.39 2.85 - 0.09

DEFERRED TAXDEFERRED TAX 0.55 3.54 10.62TOTAL - - 0.55 3.54 10.62

TRADE RECEIVABLESSUNDRY DEBTORS : MORE THAN 180 DAYS OTHER DEBTSTOTAL -


(Rs. in Lakhs)ANNEXURE IV NOTES TO RESTATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES

CASH AND CASH EQUIVALENTSCASH IN HAND 0.08FOREX BALANCECASH WITH SCHEDULED BANKS IN CURRENT ACCOUNT 31.70 33.57 29.67 87.83 157.12CASH WITH SCHEDULED BANKS IN DEPOSIT ACCOUNT 150.00 448.05 336.63TOTAL 31.78 33.57 179.67 535.88 493.75

LOANS & ADVANCESRETAIL LOANS RECEIVABLES SECURED AND CONSIDERED GOOD CONSIDERED DOUBTFUL UNSECURED BUT CONSIDERED GOOD 285.68 8.47OTHER LOANS: SECURED AND CONSIDERED GOOD CONSIDERED DOUBTFUL UNSECURED BUT CONSIDERED GOOD 1.00 0.65 5.39ADVANCES:(RECEIVABLE IN CASH OR IN KIND OR FOR VALUE TO BE RECEIVED)CONSIDERED GOOD 1.00 0.25 58.61 3.49 3.77CONSIDERED DOUBTFULADVANCE FOR TAXES 0.18 0.20TOTAL 1.18 0.45 345.29 4.14 17.63

OTHER CURRENT ASSETSDEPOSITSINTEREST RECEIVABLES 1.12 8.81 6.69OTHER CURRENT ASSETSINTER CORPORATE DEPOSITADVANCE TO SUPPLIERSTOTAL - - 1.12 8.81 6.69

31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015INCOME FROM OPERATIONINTEREST ON RETAIL LOANINTEREST ON SWARNAVARSHAMINTEREST ON SECURED LOANINTEREST ON CLEAN LOANINTEREST ON BUSINESS LOAN 42.72 22.82 0.38 INTEREST ON MUTHOOT MAHILA MITRAINCOME FROM UNSECURED LOANINCOME FROM FOREX BUSINESSINCOME FROM INSURANCEINCOME FROM MONEY TRANSFERTOTAL - - 42.72 22.82 0.38

OTHER INCOMEINTEREST ON BANK DEPOSIT 10.84 24.05 37.65 MISCELLANEOUS INCOMEINTEREST ON OTHER DEPOSITS 1.77 3.17 INCOME FROM INVESTMENTSINCOME FROM POWER GENERATIONTOTAL 1.77 3.17 10.84 24.05 37.65

FINANCIAL EXPENSESINTEREST ON SECURED DEBENTURESINTEREST ON LOAN FROM BANKSINTEREST ON LOAN FROM OTHERS 2.57 - INTEREST ON PDITOTAL - - - 2.57 -

EMPLOYEE BENEFITSREMUNERATION TO DIRECTORSSALARY & ALLOWANCES 28.65 27.87 7.69 ADMINISTRATIVE EXPENSE TO MPCMSREIMBURSEMENT OF : 1) SALARY/STIPEND/HONARARIUM TO MPCMS 2) BONUS/EXGRATIA 3) PF AND ESI 3.59 2.94 1.03 INCENTIVESTAFF WELFARE EXPENSESTOTAL - - 32.24 30.81 8.72

DEPRECIATION AND AMORTISATIONDEPRECIATIO OF TANGIBLE ASSETS 0.19 0.25 0.34 TOTAL - - 0.19 0.25 0.34

ADMINISTRATIVE & GENERAL EXPENSES RENT 11.33 8.46 48.33 POSTAGE & TELEGRAMELECTRICITY& WATER CHARGESTRAVELLING EXPENSES 7.59 5.58 1.35 TELEPHONE CHARGESPRINTING & STATIONERYREPAIRS & MAINTENANCE - BULIDINGSREPAIRS & MAINTENANCE - OTHERSINSURANCEBANK CHARGES 0.03 OFFICE EXPENSESSECURITY CHARGES


(Rs. in Lakhs)ANNEXURE V NOTES TO RESTATED SUMMARY STATEMENT OF PROFITS AND LOSSES

AUDIT FEES: FOR STATUTORY AUDIT 0.05 0.25 0.56 0.56 0.56 FOR TAXATION 0.05 FOR COMPANY LAW MATTERS FOR OTHER SERVICES 0.20 0.31 0.30 PROFESSIONAL CHARGES 0.05 0.46 0.97 0.32 0.14 MISCELLANEOUS EXPENSES 0.05 1.25 1.55 10.53 1.14 AUCTION EXPENSESDATA PROCESSING CHARGESVEHICLE MAINTENANCEDONATIONSITTING FEESMEMBERSHIP FEESINTERNET CHARGESSERVICE TAXCONSULTANCY FESSRATING EXPENSESMANAGEMENT FEES - PMSEXPENSES FOR MBLCOMMISSION TO DIRECTORTOTAL 0.20 1.96 22.23 25.76 51.82

MARKETING EXPENSESADVERTISEMENTMARKETING EXPENSESINAGURATION EXPENSESBUSINESS PROMOTION EXPENSESTOTAL - - - - -

OTHER EXPESNSEFILING FEESRATES & TAXESPROFESSION TAXPROVISIONS & WRITE OFFS 2.85 2.85- TOTAL - - 2.85 2.85- 0.09

EXTRA-ORDINARY ITEMSINPUT CENVAT CREDITTOTAL - - -

TAX EXPENSESCURRENT TAXDEFERRED TAX

0.55 0.39 0.55- 2.99- 7.09-

31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.20151 AIR CONDITIONER2 BANK COUNTER & FIXTURES3 BIO GAS PLANT4 BUILDING5 CALCULATOR6 CASH COUNTING MACHING7 CD PLAYER8 CLOSE CIRCUIT CAMERA9 COFFEE VENDING MACHINE

10 COMPUTER SYSTEM 0.61 0.36 0.0611 CYCLE12 ELECTRICAL EQUIPMENTS13 ELECTRICAL FITTINGS14 ELECTRONIC DIGITAL BOARD15 ELECTRONIC EQUIPMENTS16 ELECTRONIC WEIGHING BALANCE17 EPABX18 FAKE NOTE DETECTOR19 FAX MACHINE20 FIRE EXTINGUISHER21 FIXTURES & FITTINGS22 FURNITURE & FITTINGS23 GENERATOR24 IRON SAFE25 LAND26 LIBRARY27 MOBILE PHONE28 NEON BOARD29 OFFICE EQUIPMENTS 0.08 0.07 0.0330 PAPER SHREDDER31 PHOTO COPY MACHINE32 PROPERTY33 SAFETY DEVICE SYSTEM34 SOFTWARE35 STABILIZER36 STRONG ROOM37 TELEVISION38 TOOLS & SPARES39 UPS40 VEHICLES41 WATER PURIFIER42 WEIGHING BALANCE43 WIND ELECTRIC GENERATOR

Total 0.68 0.43 0.09

SL PARTICULARS (Rs. in Lakhs)

FIXED ASSETS

ANNEXURE VI NOTES ON REFORMATTED SUMMARY STATEMENTS AND SIGNIFICANT ACCOUNTING POLICIES

A. BACKGROUND

1. The company was incorporated on 06.04.1992 and is primarily engaged in the business of microfinance services and providing credit facilities to its clients.

2. The reformatted summary statement of assets and liabilities of the Company as at March 31, 2015,March 31, 2014,March 31, 2013, March 31, 2012, and March 31, 2011and the related reformatted summary statement of profits and losses and cash flows for the years ended March 31, 2015, March 31, 2014, March 31, 2013, March 31, 2012, and March 31, 2011 relate to Muthoot Microfin ifically for inclusion in the Prospectus to be filed Muthoot Fincorp Limited, its holding company in connection with its proposed public issue of secured, redeemable, non-convertible bonds in the nature of debentures.

B. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES ADOPTED BY THE COMPANY IN THE PREPARATION OF FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31 2015.

GENERAL The financial statements are prepared under historical cost convention and in accordance with applicable Accounting Standards in India.

FIXED ASSETS Fixed Assets are stated at historical cost less accumulated depreciation.

DEPRECIATION Depreciation on tangible assets has been provided under Written Down Value Method over the useful life of the assets estimated by the management which is in line with the terms prescribed in Schedule II to The Companies Act, 2013.

The management estimates the useful life of the fixed assets as follows: Office Equipments 5 years Computer & Accessories 3 years

REVENUE RECOGNITION Revenue from Interest Income is recognised on a time proportion basis.

EMPLOYEE BENEFITS a. Short term employee benefits such as salaries, wages, bonus and incentives which fall due within 12 months of the period in which the employee renders the related services which entitles him to avail such benefits are recognised on an undiscounted basis and charged to the profit and loss account.

b. Defined Contribution Plan: Contributions made to the Recognised Provident Fund & Employee State Insurance Corporation are expensed to the Profit & Loss Account. c. Defined Benefit Plan: The Company is not statutorily required to make such contribution.

TAXES ON INCOME Income tax expense comprises current tax and deferred tax charge or credit. The current tax is determined as the amount of tax payable in respect of the estimated taxable income of the period. The deferred tax charge or credit is recognised using prevailing enacted or substantively enacted tax rates. Where there are unabsorbed depreciation or carry forward losses, deferred tax asset is recognised only if there is virtual certainty of realisation of such assets. Other deferred tax assets are recognised only to the extent there is reasonable certainty of realisation in future. Deferred tax assets are reviewed at each Balance Sheet date based on the developments during the year and available case laws, to reassess realisation/liabilities.

IMPAIRMENT OF ASSETS The carrying amount of assets is reviewed at each Balance Sheet date if there is any indication of impairment based on internal/external factors. An impairment loss will be recognised wherever the carrying amount of an asset exceeds its estimated recoverable amount. The recoverable amount is greater of the assets net selling price and value in use. In assessing the value in use; the estimated future cash flows are discounted to the present value using the weighted average cost of capital.

SEGMENT REPORTING In the absence of more than one distinguishable business/ geographical segment, segment information is not given.

PROVISIONS, CONTINGENT LIABILITIES & CONTINGENT ASSETS The company creates a provision when there is a present obligation as a result of past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of obligation. A disclosure for a contingent liability is made when there is a possible obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. Contingent assets are neither recognised nor disclosed in the financial statements.




Report of Auditors on the reformatted financial statements of Muthoot Pappachan Technologies Limited as at and for each of the years ended March 31, 2015 March 31, 2014 andMarch 31, 2013.

The Board of Directors Muthoot Pappachan Technologies Limited.

Muthoot center, Punnen road Trivandrum, kerala

Dear Sirs,

We have examined the reformatted financial statements of Muthoot Pappachan Technologies Limited 31.03.2015, 31.03.2014, 31.03.2013 annexed to this report for the purposes of inclusion in the offer document prepared by Muthoot Fincorp Limited (Holding Company) in connection with its proposed public issue of debt securities. Such financial statement, which has been approved by the Board of Directors of the Company, has been prepared in accordance with the requirements of:

a) clause (b) of Sub to the extent applicable to the accounts of subsidiary; and

b) the Securities & Exchange Board of India (Issue and Listing of Debt Securities) Regulations

ection 11 of the Securities and Exchange Board of India Act, 1992 to the extent applicable to the accounts of subsidiary.

management. Our responsibility is to report on such statements based on our procedures.

1. The reformatted financial statements has been extracted by the management from the audited financial statements of the Company as at 31.03.2015, 31.03.2014, 31.03.2013, and from the books of account underlying such financial statements of the Company. We have

audited the accounts for the year ended 31.03.2015,31.03.2014 & 31.03.2013, in respect of which we have issued Audit Reports dated on 26.06.2015,28.05.2014,and 30.08.2013.

2. We have examined such reformatted financial information taking into consideration:

a) the terms of reference received from the Company requesting us to carry out work on such financial information, proposed to be included in the offer document of the Holding Company in connection with its proposed public issue of debt securities; and

b) the Guidance Note (Revised) on Reports in Company Prospectus issued by the Institute of Chartered Accountants of India.

3. In accordance with the requirements of clause (b) of Sub section (1) of Section 26 of the Act, the Regulations and the terms of our engagement agreed with you, we further report that:

The reformatted summary statement of assets and liabilities and schedules forming part thereof, the reformatted summary statement of profits and losses and schedules forming part thereof and the reformatted summary statement of cash flows (together referred to as

ended 31.03.2015, 31.03.2014 & 31.03.2013 examined by us and annexed to this report.

4. Based on our examination as above, we further report that:

a) The Reformatted Summary Statements have to be read in conjunction with the notes on reformatted summary statements and significant accounting policies annexed to this report

b) the figures of earlier periods have been regrouped (but not restated retrospectively for changes in accounting policies), wherever necessary, to confirm to the classification adopted for the Reformatted Summary Statements as at and for the year ended March 31, 2015;

c) there are no extraordinary items which need to be disclosed separately in the attached Reformatted Summary Statements; and

d) in the preparation and presentation of reformatted statements based on audited financial statements as referred to in paragraph 2 and 3 above, no adjustments have been made for any events occurring subsequent to dates of the audit reports specified in paragraph 1 above.

5. As stated in our audit reports referred to in paragraph 1 above, we have conducted our audit in accordance with the auditing standards generally accepted in India to enable us to issue an opinion on the general purpose financial statements. Those standards require we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit

involves performing procedures to obtain audit evidence supporting the amounts and

judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor

the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

6. Our audits referred to in paragraph 1 above were carried out for the purpose of certifying the general purpose financial statements taken as a whole. For none of the periods referred to in paragraph 1 above, did we perform audit tests for the purpose of expressing an opinion on individual balances of account or summaries of selected transactions, and accordingly, we express no such opinion thereon.

7. We have not audited any financial statements of the Company as of any date or for any period subsequent to March, 31, 2015. Accordingly, we express no opinion on the financial position, results of operations or cash flows of the Company as of any date or for any period subsequent to March 31, 2015.

8. This report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by us or audit report of any other auditor in which we have placed our reliance nor should this be construed as a new opinion on any of the financial statements referred to herein.


10. This report is intended solely for your information and for inclusion in the Offer Document prepared in connection with the proposed public issue of debt securities of the Muthoot Fincorp Limited, the holding company and is not to be used, referred to or distributed for any other purpose without our prior written consent.

For S.Suresh Kumar & Associates Chartered Accountants

Firm No.012111S

S.Suresh Kumar FCA Membership No.219403

Place: Trivandrum Date: 17/08/2015

Particulars Note 31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015Equity and Liabilities

Share Holder's Funds:

Share Application money pending allotmentNon Current Liabilities

Current Liabilities

TOTAL 33.16 645.80 1,256.32ASSETSNon Current assets

Current Assets

TOTAL 33.16 645.80 1,256.32The Notes referred to above form an integral part of the Balance SheetAs per our report of even date For and on behalf of the Board of Directors

For M/s S.SURESH KUMAR & ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Registration No. 012111S Mr. Thomas John Muthoot

Director

CA.S.SURESH KUMAR Mr. Thomas George Muthoot

Chartered Accountant Director

Membership No . 219403

Mr. Thomas MuthootPlace:Trivandrum Director

Date: 17/08/2015

Muthoot Pappachan Technologies LimitedReformatted Summary Statement of Assets & Liabilities

Particulars Notes 31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015INCOME

Total Revenue 29.89 180.00

EXPENSES

Total Expenses 22.73 128.45 306.78

Profit Before Exceptional and Extra Ordinary Items and Tax (22.73) (98.56) (126.78)

Profit Before Extra Ordinary Items and Tax (22.73) (98.56) (126.78)

Profit Before Tax (22.73) (98.56) (126.78)

Profit for the Period from Continuing Operations (22.88) (67.78) (131.26)

Profit for the Period (22.88) (67.78) (131.26)

Earnings per Equity Share (in Rs.)i. Basic (614.15) 153.30 (262.53)ii. Diluted (614.15) 153.30 (262.53)The Notes referred to above form an integral part of the Balance SheetAs per our report of even date For and on behalf of the Board of Directors


CHARTERED ACCOUNTANTS

Firm Registration No. 012111S Mr. Thomas John Muthoot

Director

CA.S.SURESH KUMAR Mr. Thomas George Muthoot

Chartered Accountant Director

Membership No . 219403

Mr. Thomas Muthoot

Place:Trivandrum Director

Date :17/08/2015

Muthoot Pappachan Technologies LimitedReformatted Summary Statement of Profit & Loss

Particulars 31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015Cash flow from operating activitiesNet profit before taxation and extraordinary items (22.73) (98.56) (126.78)Non cash adjustments to reconcile profit before tax to net cash flows:

Depreciation & amortization 0.14 3.18 41.91Interest on Loan 74.53

Operating profit before working capital changes (22.58) (95.38) 10.34

Movement in Working Capital(Increase) / decrease in short term loans and advances (1.22) (91.82)(Increase) / decrease in other current assets 29.75Increase / (decrease) in other current liabilities 2.84 35.92 (14.87)

Cash generated from operation (20.97) (151.28) 4.54Direct taxes paidNet cash flow from /(used in) operating activities (A) (20.97) (151.28) 4.54

Cash flow from investing activitiesPurchase of fixed assets (12.12) (2.84) (333.89)Intangibles under development (350.05) (320.62)Tangible asset under development (12.02)Building Deposit (6.80) (29.07) 5.09Advance for Fixed Assets (88.73) (1.08)

Net cash flow from /(used in) investing activities (B) (18.92) (482.71) (650.50)

Cash flow from financing activities

Loan taken during the year 52.05 633.63 729.32Proceeds from Issue of Share Capital 1.00 4.00Interest Paid (74.53)Net cash flow from /(used in) financing activities (C) 53.05 637.63 654.79

Net increase / (decrease) in cash and cash equivalents (A + B + C) 13.16 3.64 8.83Cash and cash equivalents at the beginning of the year 13.16 16.80Cash and cash equivalents at the end of the year 13.16 16.80 25.63The Notes referred to above form an integral part of the Balance Sheet

As per our report of even date For and on behalf of the Board of Directors


CHARTERED ACCOUNTANTS Mr. Thomas John Muthoot

Firm Registration No. 012111S Director

Mr. Thomas George Muthoot

CA.S.SURESH KUMAR Director

Chartered Accountant

Membership No . 219403 Mr. Thomas Muthoot

Place:Trivandrum Director

Date :17/08/2015

Muthoot Pappachan Technologies LimitedReformatted Summary Statement of Cash Flow Statement

2. Notes to Reformatted Summary Statement of Assets & Liabilities and Profit & Loss2.1 Share Capital

Amount in Lakhs

Particulars 31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015

Authorised

Equity Shares of 10 each - - 1.00 5.00 5.00

Issued

Equity Shares of 10 each - - 1.00 5.00 5.00

Subscribed & Paid upEquity Shares of 10 each fully paid - - 1.00 5.00 5.00

Total - - 1.00 5.00 5.00

2.2 Reserves & Surplus Amount in Lakhs

Particulars 31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015

Surplus

Opening balance - - - (22.88) (83.64)

(+) Net Profit/(Net Loss) For the current year - - (22.88) (67.78) (131.27)

Deferred Tax Asset for the year ended 31.3.2013 - 7.02 -

Total - - (22.88) (83.64) (214.91)

2.3 Long-Term Borrowings Amount in Lakhs

Particulars 31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015

Loan from Directors

Mr. Thomas John Muthoot - - 52.05 685.68 -

Loan from Holding Company - - - - 1,415.00

Total - - 52.05 685.68 1,415.00

Muthoot Pappachan Technologies LimitedReg Office:Muthoot Center, Punnen Road, Trivandrum

2.4 Other Current Liabilities Amount in Lakhs

Particulars 31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015

- - - 0.18 -

Repairs & Maintenance Payable - - 0.30 - -

Security Charges Payable - - 0.16 0.40 0.27

Electricity & water Charges Payable - - 0.83 0.73 -

TDS Payable - - 0.45 10.26 14.37

WCT Payable - - 0.04 0.63 1.28

Interest on Loan Payable - - 0.83 25.93 2.33

Audit fee Payable - - 0.25 0.25 0.30

Internet Expenses - - - 0.21 1.26

Travelling Expense Payable - - - 0.08 0.35

Service Tax Payable - - - - 0.09

Sundry Creditors - - - - 27.33

Expense payable - - - 0.08 3.64

Total - - 2.84 38.76 51.22

2.5 Cash and cash equivalents Amount in Lakhs

Particulars 31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015

a. Balances with banks - - 13.16 16.77 25.58

b. Cash on hand - - - 0.02 0.05

Total - - 13.16 16.80 25.63

2.6.1 Short-term loans and advances Amount in Lakhs

Particulars 31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015

Advance to Ernst & Young - - 0.90 - -

TDS - - - 3.11 21.11

CENVAT Credit - - - 47.74 70.80

Advances - - - 88.73 -

Repairs & Maintenance - - 0.32 - -

Prepaid Internet Charges - - - 0.21 -

Income Receivable - - - 20.47 59.38

prepaid Expenses - - - 20.99 -

Electricity Deposits - - - 0.27 -

Prepaid Insurance - - - 0.26 0.47

Total - - 1.22 181.78 151.76

2.6.2 Long-term loans and advances Amount in Lakhs

Particulars 31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015

Building Deposits - - 6.80 35.87 31.05

Advances - - - - 1.08

Total - - 6.80 35.87 32.13

2.7 Revenue from operation Amount in Lakhs

Particulars 31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015

Fee for software support services - - - 29.89 180.00

Total - - - 29.89 180.00

2.8 Employee benefit expense Amount in Lakhs

Particulars 31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015

Salaries & Allowance - - - 23.89 41.83

Staff Welfare Expense - - - 0.67 2.19

Total - - - 24.56 44.02

2.8.1Finance Cost Amount in Lakhs

Particulars 31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015

Interest on Loan - - - 11.40 74.50

Bank Charges - - - - 0.03

Total - - - 11.40 74.53

2.9 Other Expense Amount in Lakhs

Particulars 31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015

Power & Water Charges - - 2.48 7.44 12.52

Telephone Charges - - - 1.57 1.73 Travelling Expense - - - 5.36 1.84 Bank Charges - - 0.00 0.06 -

Repairs & Maintenance - - 2.23 0.35 1.19 Printing & Stationery - - 0.04 0.24 0.42 Preliminary Expense - - 0.22 - -

Rent - - 15.28 59.67 72.24 Auditors Fee - - 0.25 0.25 0.30 Office Maintenance - - 0.15 2.60 18.62 Filing Fees - - 0.00 0.40 0.05 Interest on Loan - - 0.92 - -

Security Charges - - 0.58 2.45 3.17 Internet charges - - - 2.53 4.96 Insurance - - - 0.01 -

Rates & Taxes - - - 0.35 0.10 Vehicle Maintenance - - - 0.35 0.99 Software licence payment - - - 5.69 20.99 Other Expenses - - 0.42 - 7.19

Total - - 22.58 89.31 146.31

2.10.Transaction with Related Party

Transactions with other Companies

Particulars 31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015

- - - - 1,415.00

- - - - 59.38

- - - - 0.35

Total - - - 29.89 1,474.73

2.11 Statement of Contingent Liabilities

Particulars 31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015

Claims against the company, not acknowledged - - - - -

Guarantees - - - - -

Other mony for which the company is contingen - - - - -

Commitments - - - - -

Total - - - - -

2.12 Statement of tax shelters

Particulars 31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015

Profit for the period as per books - - (22.73) (98.56) (126.79)

Income Tax Rates - -

Adjustments for Tax computation

Depreciation as per books - - (0.14) (3.18) (41.92)

Donation - -

Provisions - -

Depreciation as per Income Tax Act - - 0.83 2.08 5.67

Exempted Income (Dividend) - -

Donation Sec 35AC - -

Profit on sale of asset - -

Share capital enhancement fee - -

Admissable Gratuity Expense - -

Deduction U/s 80IA - -

Total Income - - (23.42) (97.46) (79.20)

Tax on Total Income - -

Interest on Tax - -

Total Tax - -

Deferred Tax - - 0.16 (30.78) 4.48

Total Tax Expense 0.16 (30.78) 4.48

2.10

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NOTES ON REFORMATTED SUMMARY STATEMENTS AND SIGNIFICANT ACCOUNTING POLICIES

A. BACKGROUND

1. Muthoot Pappachan Technologies Private Ltd was formed on 16th November 2012 and on 5th

July 2013 it was converted to Muthoot Pappachan Technologies Ltd a public limited company. The company provide consulting-led integrated portfolio of information technology (IT) and IT-opening & operation of call centers & to engage in all kinds of business outsourcing & knowledge processing outsourcing services including data entry, data mining, designing of websites & its hosting, content writing, e-marketing & imparting technical education & training to individuals & corporate through online as well as offline means in networking, network management & data centre management & to provide consultancy in relation thereto

2. The reformatted summary statement of assets and liabilities of the Company as at March 31, 2015, March 31, 2014 and March 31, 2013 and the related reformatted summary statement of profits and losses and cash flows for the years ended March 31, 2015 March 31, 2014 and ,March 31, 2013

relate to Muthoot Pappachan Technologies Ltd been prepared specifically for inclusion in the Prospectus to be filed Muthoot Fincorp Limited, its holding company in connection with its proposed public issue of secured, redeemable, non-convertible bonds in the nature of debentures.

B. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES ADOPTED BY THE COMPANY IN THE PREPARATION OF REFORMATTED SUMMARY STATEMENTS FOR THE YEAR ENDED MARCH 31ST

2015, MARCH 31ST 2014,MARCH 31ST 2013.

1.1 Basis of Accounting

These financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis. GAAP comprises mandatory accounting standards as prescribed by the Companies (Accounting Standards) Rules, 2006, the provisions of the Companies Act, 1956 and guidelines issued by the Securities and Exchange Board of India (SEBI).

1.2. Use of estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to contingent liabilities as at the date of the financial statements and reported amounts of income and expenses during the period. Examples of such estimates include computation of percentage of completion which requires the Company to estimate the efforts or costs expended to date as a proportion of the total efforts or costs to be expended, provisions for doubtful debts, future obligations under employee retirement

benefit plans, income taxes, post-sales customer support and the useful lives of fixed assets and intangible assets.

Accounting estimates could change from period to period. Actual results could differ from those estimates. Appropriate changes in estimates are made as the Management becomes aware of changes in circumstances surrounding the estimates. Changes in estimates are reflected in the financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the financial statements.

1.3 Revenue Recognition

Revenue is primarily derived from software support services and from software development. Arrangements with customers for software development and related services are either on a fixed-price, fixed-time frame or on a time-and-material basis.

Revenue on time-and-material contracts are recognized as there related services are performed and revenue from the end of the last billing to the Balance Sheet date is recognized as unbilled revenues .Revenue from fixed-price and fixed-time frame contracts, where there is known certainty as to measurement or collectability of consideration, is recognized based upon the percentage of completion method. When there is uncertainty as to measurement or ultimate collectability revenue recognition is postponed until such uncertainty is resolved. Cost and earnings in excess of billings are classified as unbilled revenue while billings in excess of cost and earnings is classified as unearned revenue .Provision for estimated losses, if any, on uncompleted contracts are recorded in the period in which such losses become probable based on the current estimates.

Annual Technical Services revenue and revenue from fixed-price maintenance contracts are recognized ratably over the period in which services are rendered. Revenue from the sale of user licenses for software applications is recognized on transfer of the title in the user license, except in case of multiple element contracts, which require significant implementation services, where revenue for the entire arrangement is recognized over the implementation period based upon the percentage-of-completion method. Revenue from client training, support and other services arising due to the sale of software products is recognized as the related services are performed

1.4 Fixed assets and depreciation A) Fixed assets (gross block) are stated at their original cost of acquisition including freight, incidental expense and other non refundable taxes or levies related to acquisition and installation of the concerned assets. Depreciation on asset is provided on written down value method at the rates and in the manner prescribed in schedule IV to the Companies Act, 1956

B) The Fixed Assets of the company are adequately depreciated every year. Hence in the opinion of the directors there is no impairment to any asset that requires to be provided for as required in AS 28.

1.5. Preliminary Expenses:

Preliminary Expenses have been fully written off in the first year of operation

1.6. Events occurring after the Balance Sheet date:

No significant events which could affect the financial position as on 31.3.2015 to a material extent have been reported by the assesses, after the balance sheet date till the signing date of report.

1.7. Overall Valuation Policy:

The accounts have been prepared on historical cost basis and going concern assumption.

1.8. Contingent liabilities: Depending upon the facts of each case and after due evaluation of legal aspects, claims against the Company not acknowledged as debts are treated as contingent liabilities. In respect of statutory dues disputed and contested by the Company, contingent liabilities are provided for and disclosed as per original demand without taking into account any interest or penalty that may accrue thereafter. However no such liability has been reported during this period.

1.9. Income Tax:

Income taxes comprises of current & deferred taxes. Current taxes are measured at the amount expected to be paid to the income tax authorities in accordance with the Income Tax Act, 1961. Deferred income tax reflect the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. Deferred tax is measured based on the tax rates and the tax laws enacted or substantially enacted at the balance sheet date. Deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized.

1.10. Foreign Currency Transactions:

Revenue, expense and cash-flow items denominated in foreign currencies are translated using the exchange rate in effect on the date of the transaction. Transaction gains or losses realized upon settlement of foreign currency transactions are included in determining net profit for the period in which the transaction is settled.

1.11 benefits.

The Company has not engaged the required number of employees so as to attract various employee retirement benefit schemes.

1.12 Borrowing Cost

Borrowing costs whether specific or general, utilized for acquisition, construction or production of qualifying assets are capitalized as part of cost of such assets till the activities necessary for its intended use are complete All other borrowing costs are charged in statement of Profit & Loss of the year in which incurred.

For S.Suresh Kumar & Associates Chartered Accountants

Firm No.012111S

S. Suresh Kumar FCA Membership No.219403

Place: Trivandrum Date: 17/08/2015

Rating Rationale

Muthoot Fincorp Limited

(Refer to Annexure 1 for details on facilities)

Rs.3 Billion Non-Convertible Debentures(Enhanced from Rs.2 Billion) CRISIL A/Stable (Reaffirmed)

Rs.280.2 Million Non-Convertible Debentures CRISIL A/Stable (Reaffirmed)Rs.450 Million Subordinated Debt CRISIL A /Stable (ReaffirmedRs.1.44 Billion Perpetual Bond CRISIL BBB+/Stable (Reaffirmed)Rs.355.9 Million Subordinated Debt # CRISIL A/Stable (Reaffirmed)Rs.3 Billion Non-Convertible Debentures CRISIL A/Stable (Reaffirmed)Rs.2 Billion Non-Convertible Debentures CRISIL A/Stable (Reaffirmed)Rs.719.8 Million Non-Convertible Debentures CRISIL A/Stable (Reaffirmed)Rs.750 Million Subordinated Debt Bond CRISIL A/Stable (Reaffirmed)Rs.9 Billion Short-Term Debt (Including Commercial Paper) CRISIL A1 (Reaffirmed)

Rs.1.0 Billion Short-Term Non-Convertible Debentures CRISIL A1 (Reaffirmed)

# Earlier rated as subordinate bond

s to reflect the extensive experience of MFL -against-gold-jewellery business and its adequate modest, though improving, profitability, geographical concentration in its revenue profile, and its exposure to risks related to regulatory and legislative changes.

have a track record of over seven decades in the business of lending against gold jewellery, with a strong reputation and brand in South India, particularly in Kerala and Tamil Nadu. The company has adequate capitalisation, with a net worth of Rs.13.3 billion and adjusted gearing of 6.4 times, as on March 31, 2015. Weakened profitability resulted in low accretions to net worth during 2013-14 (refers to financial year, April 1 to March 31) and 2014-15. While the growth outlook for gold loan business is moderate, business of microfinance division will continue to grow at higher pace. In view of the above, gearing will increase to moderately high level of 7.5 to 8 times by

However, with low asset-side risk (security of gold jewellery, which is liquid and in the ossession) and moderate growth outlook for gold loan business for the next few

quarters, CRISIL believes that MFLterm.

from 2015-16 on account of a sharp fall in delinquency levels and reduction in operating costs. Almost the entire delinquent

Total Bank Loan Facilities Rated Rs.63,310 MillionLong-Term Rating CRISIL A/Stable (Reaffirmed)

portfolio pertaining to 2011-12 and 2012-13 has been either auctioned or recovered. Delinquencies in the 1+ days-past-due (dpd) category reduced significantly to 3 per cent as on March 31, 2015, from 27 per cent as on March 31, 2014. In addition, healthy profitability of the microfinance segment, which comprises about 17 per cent of total advances, supports

overall profitability. However, improvement in profitability is largely dependent upon the extent of reduction in operating costs, increase in scale of business and its ability to sustain the yields given the increased competitive environment in the gold loan segment.

portfolio remains highly concentrated in South India. The top five states (all in South India) accounted for over 80 per cent of total loans outstanding (including microfinance loan portfolio) as on February 28, 2015.

MFL is also susceptible to any adverse impact of changes in the regulatory and legislative framework applicable to gold-loan non-banking financial companies (NBFCs). The Reserve Bank of India (RBI) has, since 2011, tightened the regulations for lending against gold jewellery, primarily regulations relating to loan-to-value ratio, fair practice code, and operational issues. In June 2013, regulations were introduced for NBFCs placing restriction on raising funds from retail investors through privately placed non-convertible debentures (NCDs). About 17 d such NCDs as on March 31,2015, and these need to be refinanced through other borrowing avenues including public issue of NCDs. However, a couple of favourable regulatory changes announced in January 2014 have resulted in a structural improvement in the sector.

Additionally, uncertainty with respect to Muthoot Estate Investments (MEI), a partnership In March 2012, RBI prohibited MEI from accepting

deposits from the public. RBI had also directed MFL not to allow its premises/branches to be used by MEI for accepting deposits from the public. MFL has, since October 2012, discontinued the use of its branches, infrastructure, and employees by MEI for accepting public deposits. Over the past two years MEI has repaid a part of the deposits it had collected. Such deposits have now reduced to a little current net worth. In the past two years, the issue has had limited impact on the business of MFL and its other

risk profile will remain susceptible to the risk of any pressure on redemption of these deposits within a short period of time; this will therefore remain a key rating sensitivity factor.

Outlook: StableCRISIL believes that MFL will continue to benefit over the medium term from its promoters experience and its moderate capitalisation. The outlook may be revised to

ositive if the company improves its earnings and competitive positioning significantly, while diversifying its resource profile. Conversely, the outlook may be revised to

weakening in MFL capitalisation or asset quality, or if it is unable to smoothly phase out privately placed NCDs.

Note on perpetual debt instrument

The perpetual bonds were issued by MFL in four series between November 2008 and September 2010 in accordance with the regulations applicable for the issuance of such

instruments as specified by the Reserve Bank of India (RBI) and are held by a group company, Muthoot Hotels Pvt Ltd. (MHPL). The terms and conditions of the issue as laid down by the issuer, MFL at the time of original issue continues to be applicable.

The ratings on the perpetual bonds also take into account the deep subordinated nature of these instruments: MFL is restricted from servicing these instruments if it breaches the regulatory minimum capital requirement; or if the regulator denies permission to MFL tomake payments of interest and principal if it reports a loss. Therefore, for these instruments, transition from one rating category to another can be significantly sharper than with other debt instruments, as debt servicing on perpetual debt instruments is far

About the CompanyMFL, set up in 1997, is a non-deposit-taking, systemically important NBFC engaged in lending against gold. It is the flagship company of the Muthoot Pappachan group, which has diverse business interests, such as hospitality, real estate, and power generation. The company also distributes mutual funds, and general and life insurance products, and operates in the money-transfer segment. MFL had an advance book of Rs.82.8 billion (including microfinance advances of about Rs.14.3 billion), a net worth of Rs. 13.3 billion,and gearing of 6.4 times as on March 31, 2015. It had 3699 branches as on March 31, 2015.

For 2014-15, MFL reported a profit after tax (PAT) of Rs.838 million on a total income of Rs.20.4 billion; it had reported a PAT of Rs.633 million on a total income of Rs.19.0 billion for 2013-14.

Annexure 1 - Details of Bank Facilities Current Facilities Previous Facilities

FacilityAmount

(Rs. Million)

Rating FacilityAmount

(Rs. Million)

Rating

Cash Credit 60,500.0 CRISIL A/Stable 60,500.0 CRISIL

A/Stable 60,500.0

Term Loan 1,720.1 CRISIL A/Stable 1,720.1 CRISIL

A/Stable 1,720.1

Proposed Long-Term Bank Loan

Facility1,089.9 CRISIL

A/Stable 1,089.9 CRISIL A/Stable 1,089.9

Total 63,310.0 -- 63,310.0 -- 63,310.0

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25 6.51

31 8.07

31 8.07

29 7.55

31 8.07

29 7.55

32 8.33

30 7.81

31 8.07

31 8.07

30 7.81

31 8.07

30 7.81

9 2.34

1000

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Tuesday, December 01, 2015 Tuesday, December 01, 2015 25 7.02

Friday, January 01, 2016 Friday, January 01, 2016 31 8.71

Monday, February 01, 2016 Monday, February 01, 2016 31 8.71

Tuesday, March 01, 2016 Tuesday, March 01, 2016 29 8.14

Friday, April 01, 2016 Friday, April 01, 2016 31 8.71

Sunday, May 01, 2016 Saturday, April 30, 2016 29 8.14

Wednesday, June 01, 2016 Wednesday, June 01, 2016 32 8.99

Friday, July 01, 2016 Friday, July 01, 2016 30 8.42

Monday, August 01, 2016 Monday, August 01, 2016 31 8.71

Thursday, September 01, 2016 Thursday, September 01, 2016 31 8.71

Saturday, October 01, 2016 Saturday, October 01, 2016 30 8.42

Tuesday, November 01, 2016 Tuesday, November 01, 2016 31 8.71

Thursday, December 01, 2016 Thursday, December 01, 2016 30 8.42

Sunday, January 01, 2017 Saturday, December 31, 2016 30 8.42

Wednesday, February 01, 2017 Wednesday, February 01, 2017 32 8.99

Wednesday, March 01, 2017 Wednesday, March 01, 2017 28 7.86

Saturday, April 01, 2017 Saturday, April 01, 2017 31 8.71

Monday, May 01, 2017 Monday, May 01, 2017 30 8.42

Thursday, June 01, 2017 Thursday, June 01, 2017 31 8.71

Saturday, July 01, 2017 Saturday, July 01, 2017 30 8.42

Tuesday, August 01, 2017 Tuesday, August 01, 2017 31 8.71

Friday, September 01, 2017 Friday, September 01, 2017 31 8.71

Sunday, October 01, 2017 Saturday, September 30, 2017 29 8.14

Wednesday, November 01, 2017 Wednesday, November 01, 2017 32 8.99

Monday, November 06, 2017 Monday, November 06, 2017 5 1.41

Monday, November 06, 2017 Monday, November 06, 2017 1000.00

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