Your Board of Directors is pleased to share with you the 28^th Annual Report of Muthoot Finance Limited ("Company") enumerating
the business performance along with the Audited Financial Statements (standalone and consolidated) for the financial year ended
March 31, 2025.

1. Financial Summary

The summarized standalone and consolidated results for the Company with the previous year's figures are given in the
table below:

? in Millions

2. Dividend

Your Directors, considering the good performance and
strong growth seen in the Financial Year 2024-25 had
declared an interim dividend of ? 26 per equity share in
its board meeting held on April 21, 2025 (260% of face
value). The dividend payout amounted to ? 10438.06
million representing 20.07% of profit after tax for the
year. The Board has decided to plow back the remaining
profit after tax for business activities.

The Dividend distribution policy containing the
requirements mentioned in Regulation 43A of the
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirement) Regulations,
2015 ("SEBI Listing Regulations") is available on the
website of the Company at https://cdn.muthootfinance.
com/sites/default/files/files/2020-08/Policv%20on%20
Dividend%20Distribution.pdf.

The list of unpaid dividend is available on the Company's
website at https://www.muthootfinance.com/transfer-
of-shares. Shareholders are requested to check the said

list and if any dividend due to them remains unpaid in
the said list, Shareholders can approach the Company
or Registrar and Transfer Agent of the Company for the
release of unclaimed dividends.

3. Transfer to Reserves

Your Board of Directors has transferred an amount of
? 10,401.50 million to the statutory reserve maintained
under Section 45 IC of the Reserve Bank of India Act, 1934.
Post transfer of profits to reserves, your Board proposes to
retain ? 1,60,676.26 million in the Retained Earnings.

4. Company's Performance

In a testament to the robust strategic initiatives and
unwavering market confidence, your Company has
achieved a significant milestone in its core business
operations. Demonstrating sustained growth and
expanding reach, your Company has successfully attained
its highest-ever gold loan advance to new customers,
amounting to ? 2,18,880.00 million, reinforcing its
position as a trusted partner in the gold loan industry.

Complementing our core gold loan business, our non¬
gold loan business offerings continued to gain traction
with our micro finance loan, personal loan, loan against
property, business loans, corporate loans paving a pivotal
role in diversifying our consolidated loan portfolio.

Your Company achieved a net profit of ? 52,007.52 million
for the financial year ended March 31, 2025 as compared
to ? 40,496.65 million for the financial year ended March
31, 2024, registering an impressive y-o-y growth of 28%,
driven by the robust growth in gold loan and onboarding
of new customers. Profit before tax was at ? 70,706.00
million for the financial year ended March 31, 2025 as
compared to ? 54,487.83 million for the financial year
ended March 31, 2024.

Total income has increased to ? 1,71,559.53 million for the
financial year ended March 31, 2025 from ? 1,26,940.44
million for the financial year ended March 31, 2024,
primarily on account of increase in Interest income of the
Company. Interest income of the Company increased to
? 1,68,770.14 million from the previous year's interest
income of ? 1,24,475.66 million, a y-o-y growth of 36%.

Loan Assets Portfolio of the Company increased
by ? 3,28,208.40 million during the year reaching
? 10,86,478.23 million as on March 31, 2025, as against
? 7,58,269.83 million as on March 31, 2024, a y-o-y
growth of 43%. The Return on Average Loan Assets
stood at 5.70% for the financial year ended March 31,
2025 as against 5.84% for the financial year ended March
31, 2024. Interest yield for the financial year ended March
31, 2025 stood at 18.49% as compared to 17.94% for the
financial year ended March 31, 2024. Net Interest Margin
was 11.45% for the financial year ended March 31, 2025
as compared to 11.23% for the financial year ended
March 31, 2024. The Company remitted to exchequer
? 19,878.21 million as taxes.

5. Share Capital

During the financial year, no preferential issue of shares
with differential rights as to dividend, voting as otherwise
was carried out by the Company. The Company has also
not carried out any buyback of its equity shares during the
financial year under review.

Employee Stock Options

During the financial year, your Company allotted 2215
equity shares of the face value of ? 10/- each under
Muthoot ESOP 2013 scheme pursuant to the exercise of
2215 stock options at an exercise price of ? 50/- each by
the employees.

The disclosures as required under Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 read with SEBI Circular CIR/CFD/
POLICY CELL/2/2015 dated June 16, 2015 is attached to
this report as Annexure 1 and is also available on the
website of the Company at https://www.muthootfinance.
com/esop-disclosure. Please refer note 46 of Notes
forming part of Standalone Financial Statements for
further disclosures on ESOPs. The Company does not
have any scheme to fund its employees for the purchase
of shares of the Company.

A certificate from the Secretarial Auditor of the Company
certifying that the ESOP scheme is implemented in
accordance with the Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, will be placed at the Annual General
Meeting for inspection by members.

The Employee Stock Option Scheme is in compliance with
the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
and there have been no material changes to the Scheme
during the Financial Year 2024-25.

Investor Education and Protection Fund

As per Section 124 and 125 of the Companies Act, 2013
(''Act") read with the Investor Education and Protection
Fund (Accounting, Audit, Transfer and Refund) Rules,
2016, any dividends that remain unclaimed/unpaid for a
period of seven years will be transferred to the Investor
Education and Protection Fund ("IEPF").

During the Financial Year 2024-25, the Company has
transferred the unclaimed dividends of ? 7,99,608.00
to Investor Education and Protection Fund ("IEPF").
Further, 2676 equity shares on which the dividends were
unclaimed for seven consecutive years were transferred
to IEPF during the Financial Year 2024-25 as per the
requirements of IEPF Rules.

No claim will lie on the Company on account of the
dividend after the dividend is transferred to IEPF.

6. Resource Mobilization/Fund Raising

(a) Non-Convertible Debentures:

Your Company has not issued any Non-Convertible
Debentures through Public Issue during the Financial Year
2024-25. The company has raised ? 93,565.00 million
through Private Placement of Non-Convertible Debentures
during the financial year.

Subordinated Debts represent long-term source of funds
for the Company and the amount outstanding as on
March 31, 2025, stood at ? 187.17 million. Subordinated
Debts qualify as Tier II capital under the Master Direction
-Reserve Bank of India (Non-Banking Financial Company-
Scale Based Regulation) Directions, 2023.

(b) Bank Finance

Bank Finance remains an important source of funding
for your Company. Commercial Banks continued their
support to your Company during the Financial Year.

As of March 31, 2025, borrowings from banks stood at
? 4,73,400.92 million as against ? 3,67,045.24 million in
the previous year.

(c) External Commercial Borrowings

Your Company has issued 7.125% Senior Secured Notes
amounting to USD 650 million (equivalent to ? 54,288.00
million) on May 14, 2024, Tap issuance of 7.125% Senior
Secured Notes amounting to USD 100 million (equivalent
to ? 8,359.80 million) on July 16, 2024 at a yield of
6.737%, issued 6.375% Senior Secured Notes amounting
to USD 400 million (equivalent to ? 33,629 million) on
October 23, 2024 and Tap issuance of 6.375% Senior
Secured Notes amounting to USD 250 million (equivalent
to ? 21,484.38 million) on March 26, 2025 at a yield of
6.65% under a USD 2 billion Global Medium Term Note
Programme pursuant to Regulation 144A/ Regulation S of
the US Securities Act 1933. These Notes are listed on the
NSE IFSC Limited, Gift City, Gujarat, India.

7. Credit Rating

The Company has debt credit ratings as below:

Domestic Credit Ratings:

Credit Rating

International Credit Ratings:

*Moody's Investors Service has upgraded the rating from 'Ba2' to
'Ba1' with a stable outlook on April 02, 2025.

8. Internal Audit and Internal Financial Control

Your Company has established a robust, comprehensive,
and well-documented internal audit and internal control
system designed to ensure meticulous compliance across
all operational levels. Over the years, the internal audit
function has evolved into a vital pillar of governance,
aligned with the scale, complexity, and geographic
reach of the Company's business operations. The
internal control framework is structured to safeguard
and protect the Company's assets, prevent revenue
leakages, and ensure the integrity of income streams. It
also facilitates accurate and reliable financial reporting,
thereby enhancing stakeholder confidence. The Internal
Audit function operates as an independent and objective
assurance and consulting activity, with adequate
authority and organizational standing. It works in close
coordination with the Risk Management and Compliance
Departments to:

• Assess the effectiveness and adequacy of internal
controls.

• Monitor adherence to established policies and
procedures.

• Ensure statutory and regulatory compliance; and

• Evaluate overall governance, risk, and control
environment.

Your Company employs a structured Risk-Based Internal
Audit (RBIA) framework, aligning with regulatory
expectations and best practices. This framework
prioritizes high-risk areas, assessing inherent and
residual risks in business processes, branch operations,
and support functions. RBIA facilitates dynamic audit
planning, optimizes resource deployment to high-
risk areas, identifies emerging risks, and recommends
timely corrective actions, supporting the Company's risk
management strategy.

A team of nearly 1100 field auditors ensures the quality and
safety of pledged assets, evaluates risk management, and
mitigates operational vulnerabilities. Due to the extensive
branch network, the internal audit is decentralized with
Regional Audit Offices in key hubs for localized oversight,
supervising field auditors and monitoring operations
via onsite inspections and digital online systems. The
reporting hierarchy flows from Auditors to Regional Audit
Managers, then to Zonal Audit Managers, and finally to
the Audit Department. The Internal Audit Department
reports directly to the Audit Committee on significant
observations, risk areas, and control weaknesses. The
Audit Committee of the Board provides strategic oversight,
regularly reviewing internal control adequacy and
effectiveness, and monitoring key audit recommendation
implementation. The Company's internal audit
practices adhere to international standards, founded on
transparency, independence, and accountability, forming
a crucial part of its corporate governance.

Information Systems Audit

Recognizing the increasing reliance on digital infrastructure,
your Company has initiated a structured Information
Systems (IS) Audit program to comprehensively assess
the IT ecosystem, including core financial systems, digital
platforms, cybersecurity measures, data governance,
and IT controls. The IS Audit is conducted both by the
Company's internal IS Audit team and independent
external auditors, ensuring a balanced and expert-driven
evaluation. The objective is to evaluate IT risk management
practices, system integrity, access controls, data protection
protocols, and business continuity measures. This initiative
reflects the Company's commitment to strengthening
technology-driven operations while ensuring compliance
with regulatory expectations, including guidelines
issued by the Reserve Bank of India on IT governance
and cybersecurity.

9. Human Resources

As at March 31, 2025, the company had 29,221
employees on its rolls at various levels of organizational
structure compared to 28,286 in March 31, 2024. For
the fourth consecutive year, your Company has been
recognized as a "Great Place To Work," reaffirming
its commitment to fostering an outstanding work
environment for its employees. This achievement builds
upon previous successes from 2021-22, 2022-23, and
2023-24. The Company also received awards in the
Career Development, Skill Development, and Mentorship
categories, underscoring its dedication to empowering
women in the workforce.

Our employees serve as indispensable enablers of
the Muthoot Group's sustained success and inherent
resilience. The Company unequivocally recognizes its
workforce as its most invaluable asset, consequently
prioritizing strategic initiatives designed to cultivate a
conducive work environment where every individual
can flourish and contribute substantially towards the
Company's overarching objectives. Paramount importance
is accorded to uphold core human values, demonstrating
profound respect for individuals, and fostering exemplary
ethical and professional conduct across all operations.
The Company's human capital strategy continues to
drive organizational success through focused initiatives
in recruitment, talent management, and fostering an
exceptional workplace culture.

To bolster staffing, your Company consistently executed
Mega/Walk-in Drives across diverse regions. This
strategy successfully elevated staffing adequacy to
101%. Simultaneously, aggressive campus and walk-in
drives were conducted to cultivate a strong pipeline of
candidates for internship roles. As of the current reporting
period, over 1,800 interns have been onboarded, with
more than 1,200 actively engaged within the system.
Notably, over 250 interns have successfully transitioned
into permanent roles as Junior Relationship Executives or
Customer Care Executives. Furthermore, your Company
introduced a new system to streamline and automate the
recruitment, onboarding, Internal Job Posting, and Referral
processes. This system systematically organizes candidate
information, enhancing operational efficiency, improving
the overall candidate experience, ensuring regulatory
compliance, facilitating data-informed decision-making,
and reducing both time-to-hire and cost-per-hire.

10. Marketing & Promotion Initiatives

Muthoot Finance's strategic marketing efforts have
always significantly boosted its brand goodwill and
equity, evidenced by independent recognition. For a long
time, we have made a conscious effort to foster greater
social inclusion by supporting and enabling underserved
communities. Our continuous marketing and branding
initiatives not only communicate our services but also
leverage our strengths to build brand equity, enhance
brand imagery, and achieve greater brand recall. To
unlock the economic potential of household gold in
India, Muthoot Finance partnered with Google Pay. This
collaboration allows Google Pay users, both consumers
and merchants, nationwide access to Muthoot Finance
Gold Loans through the Google Pay app, offering
affordable interest rates, unparalleled flexibility, and a
world-class safety and security system.

In Financial Year 2024-25, Muthoot Finance received
multiple accolades: the FICCI Award for Excellence in
Women Empowerment 2024 for its commitment to
women's development; six medals at Exchange4Media's
Golden Mikes Awards 2025 for its 'Sunheri Soch -
Season 3' campaign, including 'Best Use of Influencer or
Celebrity'; and two awards at Exchange4Media's Prime
Time Awards 2024 for its 'Bharosa India Ka' TV campaign,
including 'Best Use of Influencers/Celebrities on TV', plus
a Bronze at Exchange4media's Indian Marketing Awards

2024. The campaign also won Gold for 'Most Effective
360-Degree Marketing Campaign' and 'Most Effective
ROI Driven Campaign'.

11. Capital Adequacy

Your Company's Capital Adequacy Ratio as of March 31,

2025, stood at 23.71% of the aggregate risk-weighted
assets on the balance sheet and risk-adjusted value of
the off-balance sheet items, which is well above the
regulatory minimum of 15%. Out of the above, the Tier
I capital adequacy ratio stood at 22.95 % and the Tier II
capital adequacy ratio stood at 0.76%.

12. Public Deposits

Your Company being a Non-Deposit Taking NBFC, has
not accepted any deposits from the public during the year
under review.

13. RBI Guidelines

The Company comply with the Master Direction - Reserve
Bank of India (Non-Banking Financial Company - Scale
Based Regulation) Directions, 2023 and all the applicable
laws, regulations, guidelines, etc. prescribed by RBI from
time to time. The Company was identified as NBFC-Upper
Layer under the Scale Based Regulation. In compliance
with the requirement of Scale Based Regulatory
Frameworks the Company has defined and appointed
various control functions such as Chief Risk Officer,
Chief Compliance Officer, Head of Internal Audit, Chief
Information Security Officer, Chief Information Officer
and Internal Ombudsman.

Your Company has complied with all the applicable
regulations prescribed by the Reserve Bank of India
from time to time. Please refer note 51, 52, 53 and 54
of Notes forming part of Standalone Financial Statements
for additional disclosures required under RBI Guidelines
applicable to the Company.

14. Subsidiaries/ Associates/ Joint Ventures

Your Company's subsidiaries have been contributing to
the overall growth of your Company during the year. With
a strong focus on Muthoot Finance vision to emerge as
a diversified services group, Financial Year 2024-25 was
a year of transformation for us. The consolidated assets
under management increased by 37% y-o-y and the
standalone assets under management increased by 43%.

The consolidated profit after tax for the Financial Year
2024-25 stood at ? 53,523.61 million registering a y-o-y
growth of 20%. The contribution of subsidiaries in the
consolidated profit after tax stood at 4%.

As on March 31, 2025, your Company had seven
subsidiaries namely Asia Asset Finance PLC, Muthoot
Homefin (India) Limited, Muthoot Insurance Brokers
Private Limited, Belstar Microfinance Limited, Muthoot
Money Limited, Muthoot Asset Management Private
Limited, and Muthoot Trustee Private Limited. As
required under Section 136 of the Act, the audited
financial statements, including the consolidated financial
statements of your Company, are available on the website
of the Company. The audited financial statements of
each of its subsidiaries are also available on the website
of the Company at https://www.muthootfinance.com/
subsidiaries. The above documents will also be available
for inspection at the Registered Office of the Company
during business hours.

During the year under review, the Board of Directors
reviewed the affairs of the subsidiaries. In accordance
with Section 129 (3) of the Act, we have prepared the
consolidated financial statements of the Company
which forms part of the Annual Report. The statement
containing the salient features of the financial statement
of your Company's Subsidiaries in Form AOC-1 is annexed
to Standalone Financial Statements of the Company
as required under Rule 5 of The Companies (Accounts)
Rules, 2014.

There are no other Companies or body corporates that
have become or ceased to be Subsidiaries/ Associates/
Joint Ventures of the Company during the Financial Year
2024-25.

The Board of Directors of your Company has formulated
a policy on material subsidiary, which is displayed
on the website of the Company at https://cdn.
muthootfinance.com/sites/default/files/files/2020-
08/1472 561568policy%20on%20material%20
subsidiary.pdf.

As at March 31, 2025, Belstar Microfinance Limited is identified as material subsidiary of the Company in terms of SEBI Listing
Regulations. Necessary disclosures required under the SEBI Listing Regulations have been incorporated in this Annual Report.

Financial Performance & position of Subsidiaries

a. Asia Asset Finance PLC:

Asia Asset Finance PLC, (AAF), a Company listed in Colombo Stock Exchange, is a subsidiary of your Company from
December 31, 2014. AAF, where your Company holds 72.92% of equity capital, is a registered Financial Company
with Central Bank of Sri Lanka and is mainly engaged in Lending against the collateral of gold jewellery, Microfinance,
Vehicle Finance and Hire Purchase Activities. AAF has operations across Sri Lanka with 100 branches as on March 31,
2025. AAF has made considerable progress in its business. Its major financial parameters for Financial Year 2024-25 are
as follows:

* LKR/INR as on 31.03.2025 - 0.2891; ** Average Exchange Rate of Financial Year 2024-25 - 0.2839

AAF loan portfolio stood at LKR 31,334.29 million as on March 31, 2025 as against LKR 20,564.31 million as on March 31,
2024. Total Income for FY 2024-25 stood at LKR 6,949.17 million as against previous year total income of LKR 6,603.55
million. It generated a Profit After Tax of LKR 441.14 million during FY 2024-25 as against previous year profit after tax of
LKR 344.19 million.

b. Muthoot Homefin (India) Limited:

Muthoot Homefin (India) Limited (MHIL), a registered Housing Finance Company licensed by National Housing Bank is
a Wholly-Owned Subsidiary of your Company. Its major financial parameters for Financial Year 2024-25 are as follows:

MHIL's loan AUM stood at ? 29,846.27 million as on March 31, 2025 as against ? 20,353.15 million, a y-o-y growth
of 47%. Total income for Financial Year 2024-25 stood at ? 3,534.70 million as against previous year total income of
? 2,187.71 million. It achieved a Profit After Tax of ? 394.79 million in Financial Year 2024-25 as against previous year
profit of ? 184.93 million.

c. Muthoot Insurance Brokers Private Limited:

Muthoot Insurance Brokers Private Limited (MIBPL), is an unlisted Private Limited Company holding a license to act as
Direct Broker from Insurance Regulatory and Development Authority of India (IRDA) since 2013. MIBPL is a Wholly-
Owned Subsidiary Company of your Company. Its major financial parameters for Financial Year 2024-25 are as follows:

MIBPL generated a First-year premium collection amounting to ? 4,142.17 million during Financial Year 2024-25 as
against ? 5,099.03 million in the previous year. It generated a Profit After Tax of ? 363.55 million during Financial Year
2024-25 as against ? 417.82 million in the previous year.

d. Belstar Microfinance Limited:

Belstar Microfinance Limited (BML) is a micro finance company. As at March 31, 2025, Belstar Microfinance Limited is a
Material Subsidiary of your Company. At end of the Financial Year 2024-25, your Company holds 66.13% of the equity
capital of BML. Its major financial parameters for Financial Year 2024-25 are as follows:

I ts loan AUM as on March 31, 2025 stood at ? 79,698.52 million. It achieved a Profit After Tax of ? 463.87 million
during Financial Year 2024-25 as against previous year Profit After Tax of ? 3,398.54 million.

e. Muthoot Money Limited

Muthoot Money Limited (MML), a registered Non-Banking Finance Company licensed by Reserve Bank of India is a
Wholly- Owned Subsidiary of your Company. Its major financial parameters for the Financial Year 2024-25 are as follows:

MML's loan portfolio increased to ? 39,026.83 million as on March 31, 2025 as against ? 11,227.12 million as on March
31, 2024, registering a significant y-o-y growth of 247%. Total income for Financial Year 2024-25 stood at ? 4,299.43
million as against previous year total income of ? 1,261.37 million. It achieved a Profit After Tax of ? 121.47 million in
the Financial Year 2024-25 as against previous year's Profit After Tax of ? 46.35 million.

f. Muthoot Asset Management Private Limited

Your Company has incorporated a Wholly- Owned Subsidiary Muthoot Asset Management Private Limited ("MAMPL")
which is yet to commence commercial operations. Its major financial parameters for Financial Year 2024-25 are
as follows:

g. Muthoot Trustee Private Limited

Your Company has incorporated a Wholly-Owned Subsidiary Muthoot Trustee Private Limited ("MTPL") which is yet to
commence commercial operations. Its major financial parameters for Financial Year 2024-25 are as follows:

15. Particulars Of Loans, Guarantees, or Investments Under Section 186 of Act

Pursuant to Section 186(11) (a) of the Act read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules,
2014, the loan made, guarantee given or security provided in the ordinary course of business by an NBFC registered with
the RBI are exempt from the applicability of the provisions of Section 186 of the Act. As such, the particulars of loans and
guarantees have not been disclosed in this Report. During the year under review, the Company has invested surplus funds
in various securities in the ordinary course of business. For details of the investments of the Company, refer to Note 9 of the
financial statements.

16. Annual Return

Pursuant to Section 134(3)(a) of the Act, the Annual Return
of the Company prepared as per Section 92(3) of the Act
for the financial year ended March 31, 2025, is hosted
on the website of the Company and can be accessed
at https://cdn.muthootfinance.com/sites/default/files/
files/2025-07/AnualReturn2024.pdf.

17. Consolidated Financial Statements

The audited consolidated financial statements of the
Company prepared in accordance with the Ind AS to
comply with the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules 2014 and the relevant provisions of the
Act, is provided in the Annual Report. The audited financial
statements of subsidiary companies are available on the
website of the Company at https://www.muthootfinance.
com/subsidiaries.

18. Risk Management

Risk management forms an integral element of our business
strategy. As a lending institution, we are exposed to various
risks that are related to our lending business, especially
in the Gold Loan space and operating environment. Our
objective in risk management processes is to appreciate,
measure and monitor the various risks we are subjected to
and to follow the policies and procedures to address these
risk elements strictly in accordance with the directions from
the RBI. The Company's Risk Management Committee of
the Board of Directors constituted in accordance with the
Companies Act, applicable RBI regulations, and the SEBI
Listing Regulations has overall responsibility for overseeing
the implementation of the Risk Management Policy. The
committee meets every quarter to review the overall risk
position and the Risk Management practices. The Risk
Management department periodically places its report
containing major developments in various components of
risk areas during the reporting quarter and the prevailing
risk management measures to the committee for review
and directions. The committee's directions for improving
the Risk Management Practices are implemented in the
Company, in letter and spirit. The primary responsibility
for managing the various risks on a day-to-day basis vest
with the heads of the respective business units of the
Company. The major types of risk faced are collateral risk,
operational risk, liquidity risk, market risk (which includes
interest rate risk), Foreign currency risk, Prepayment risk
and Business cycle risk.

We have instituted a series of checks and balances aimed
at efficient risk management, including an operating

manual and periodic internal and external audit reviews.
As customers approach for gold loans to meet their urgent
financial needs, such loans are to be disbursed in the
quickest turnaround time, hence, although we disburse
loans in very short period of time through implementation
of Turnaround Metrics, we have put in place clearly defined
appraisal methods and meticulous KYC compliance
procedures to mitigate various operational risks arising
out of achieving the quickest turn around time.

An independent Risk Governance Structure, in line with
the best international practices has been put in place by
our Company, clearly segregating them for separating
the duties of various stakeholders in the processes to
ensure independence of Risk Measurement, Monitoring
and Control functions. The framework visualizes
empowerment of various Business Units at the operating
level, with technology as the key driver that enables
identification and management of risks at the place of
origination itself.

19. Disclosures as per the Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

Your Company remains committed to ensuring a safe
and respectful workplace environment, and continues to
take necessary steps to strengthen awareness, training,
and redressal mechanisms under the POSH framework.
The Company has an Internal Committee, in line with
the requirements of the POSH Act and the Rules made
thereunder for reporting and conducting inquiry into the
complaints made by the victim of the sexual harassments
at the workplace. The functioning of the said Committee
is in line with the provisions of the POSH Act.

Incident Reporting and Resolution

As of March 31, 2025, there were 9 instances of sexual
harassment complaints lodged throughout the year. All
the cases were duly investigated and as of March 31,2025,
7 cases had been resolved, and 2 cases pending for
resolution with investigations ongoing.

20. Compliance with Maternity Benefit Act, 1961

Your Company demonstrates its commitment to the
well-being of its women employees by complying with
the provisions of the Maternity Benefit Act, 1961, and
offering additional benefits as part of its employee
welfare initiatives. This adherence reflects the company's
core values, including sensitivity and integrity towards its
workforce. The Company confirms adherence to applicable
provisions of the Maternity Benefit Act, 1961, which

include protection from dismissal or discharge during
absence due to pregnancy or maternity. The Company
recognises employees as key stakeholders, as outlined
in its "Grievance Redressal Policy for Stakeholders." The
policy ensures that any employee-related grievances,
including those concerning maternity benefits, are
handled through an established redressal mechanism and
emphasizes a fair, consistent, and rule-abiding process for
grievance resolution, with an escalation matrix available
to ensure timely and effective handling of all complaints.

21. Corporate Social Responsibility & Business
Responsibility

The Company's paramount philanthropic objective
is to cultivate a discernible and substantial influence
upon the lives of communities confronting economic,
physical, and social challenges. For the Financial Year
2024-25, the Company's Corporate Social Responsibility
(CSR) initiatives are strategically channeled into pivotal
domains, encompassing Healthcare, Education, Livelihood
enhancement, Rural & Slum Area Development, Skill
Development, Environmental Stewardship, National
Heritage Preservation, the Empowerment of Women and
Senior Citizens, Animal Welfare, and Sports, among other
areas. These undertakings are primarily implemented via
the Company's expansive branch network and dedicated
personnel throughout all States and Union Territories.

The Company's CSR policy unequivocally adheres to the
activities stipulated in Schedule VII of the Companies
Act. Detailed information pertaining to this CSR policy is
publicly accessible on the Company's official website at
https://www.muthootfinance.com/sites/default/files/pdf/
CSR Policy May 2021.pdf.

Furthermore, the Annual Report on CSR activities,
prepared in strict compliance with the Section 135 of
the Companies Act, 2013 and Companies (Corporate
Social Responsibility Policy) Rules, 2014, is appended
to this report as Annexure 2. The annexure furnishes
comprehensive particulars concerning all ongoing CSR
projects, programs, and activities.

Detailed information regarding the Corporate Social
Responsibility and Business Responsibility Committee are
also separately provided in the Annual Report on CSR
activities, annexed to the Board's Report as Annexure 2.

22. Business Responsibility and Sustainability
Report

SEBI has mandated that the top 1,000 listed entities in
India, classified by market capitalization, shall meticulously

prepare and formally present a Business Responsibility and
Sustainability Report (BRSR). Furthermore, a more stringent
requirement is imposed upon the top 150 listed entities,
also determined by market capitalization, to undertake an
independent assurance of the BRSR Core. The BRSR Core
constitutes a distinct subset of the comprehensive BRSR,
comprising a defined set of Key Performance Indicators
(KPIs) and metrics categorized under nine critical
Environment, Social, and Governance attributes. Both the
BRSR and the accompanying Assurance Statement, issued
by an independent practicing chartered accountant, form
an integral component of this Integrated Annual Report
and are formally annexed hereto as Annexure 3.

23. Particulars Of Contracts or Arrangements
made with Related Parties

The Board of Directors has duly approved the Policy
on Transactions with Related Parties ("RPT Policy"),
acting upon the judicious recommendation of the Audit
Committee. The policy has been meticulously formulated
by the Company in strict adherence to the mandates of the
Companies Act, applicable RBI regulations, and the SEBI
Listing Regulations. The core objective of the RPT Policy
is to establish robust reporting, approval, and disclosure
frameworks for all transactions conducted between the
Company and its related parties. Specifically, the policy
delineates procedures for the identification of Related
Party Transactions, specifies the requisite approvals from
the Audit Committee, the Board, or Shareholders, and
outlines the pertinent reporting and disclosure obligations,
thereby ensuring full compliance with the aforementioned
Act and SEBI Listing Regulations. Policy is available on the
website of the Company at https://cdn.muthootfinance.
com/sites/default/files/files/2025-05/Muthoot%20
Finance%20RPT%20Policy%20%20%281%29%20
-%20Copy.pdf.

All Related Party Transactions were placed before the
Audit Committee for approval of the Committee and the
Board, wherever necessary. Prior omnibus approval of the
Audit Committee was obtained for transactions which
are foreseen and repetitive in nature. The transactions
entered pursuant to the omnibus approval so granted
were periodically reviewed and a statement giving details
of all related party transactions was placed before the
Audit Committee for review and the Board of Directors
for their approval, if applicable, on a quarterly basis. There
were no materially significant related party transactions
undertaken by the Company with Promoters, Directors,
Key Managerial Personnel, or body corporate(s) that
presented a potential conflict with the broader interests
of the Company, thereby not necessitating shareholder

approval as prescribed under Chapter IV of the SEBI Listing
Regulations. From AOC 2, which details such matters, is
appended to this report as Annexure 4. The Directors
draw the attention of the Members to Note 39 to the
Financial Statements, which comprehensively sets forth
the related party disclosures.

24. Audit Committee

Your Company has constituted an Audit Committee in
accordance with the requirements of the Companies
Act, 2013, RBI directions, and SEBI Listing Regulations.
Details of the Audit committee, terms of reference and
meetings appear on the Report on Corporate Governance
annexed to this report. All recommendations of the Audit
Committee were accepted by your Board during the
Financial Year 2024-25.

25. Vigil Mechanism

The Company endeavors to cultivate an environment
characterized by ethical conduct and an absence of
unfair practices, establishing the highest standards of
integrity for its personnel. The Company maintains a
robust Whistle Blower Policy, which undergoes regular
periodic review. The Policy furnishes a comprehensive
mechanism enabling employees, including directors,
and other stakeholders, to report concerns pertaining
to breaches of law, statute, or regulation, deviations in
accounting policies and procedures, actions leading to
financial detriment or reputational damage, the leakage
of unpublished price-sensitive information (UPSI), misuse
of official position, suspected or actual fraud, and criminal
offenses. Crucially, the Policy assures protection against
subsequent victimization, discrimination, or disadvantage
for those making such reports. Its fundamental aim is to
ensure that all concerns are appropriately raised, subjected
to independent investigation, and duly addressed. This
Policy rigorously complies with the requirements for a
vigil mechanism as stipulated under Section 177 of the
Companies Act, 2013 ("the Act"), along with other
applicable laws, rules, and regulations.

During the Financial year 2024-25, no employee of the
Company was denied access to the Audit Committee.
The established mechanism is specifically designed to
safeguard whistleblowers against victimization, adverse
action, and/or discrimination resulting from their reports,
and it provides direct access to the Chairman of the Audit
Committee in exceptional circumstances. Furthermore, the
Policy has been systematically communicated to employees
through email dispatches and internal newsletters, and

it is permanently hosted on the Company's website for
ready reference at https://www.muthootfinance.com/
vigil-mechanism.

26. Listing

Equity Shares of your Company are listed on the National
Stock Exchange of India Ltd and BSE Limited. Non¬
Convertible Debentures issued by the Company through
public issues are listed on BSE Ltd and certain Non¬
Convertible Debentures issued by the Company through
Private Placements are listed on the National Stock
Exchange of India Ltd and BSE Ltd. Your Company has
paid applicable listing fees to Stock Exchanges.

27. Changes in Directors and Key Managerial
Personnel

Appointments during the Financial Year 2024-25

Mr. Abraham Chacko was re-appointed as Independent
Director for the second consecutive term effective from
September 30, 2024 pursuant to the resolution passed
by the shareholders of the Company at the 27^th Annual
General Meeting.

Retirements seeking approvals in the upcoming
Annual General Meeting

Mr. Chamacheril Abraham Mohan:

Mr. Chamacheril Abraham Mohan was appointed as an
Independent Director on the Board on August 31, 2022,
for a period of 3 years and the first term of office of
Mr. Chamacheril Abraham Mohan as an Independent
Director on the Board is expiring at the upcoming Annual
General Meeting. Being eligible to be re-appointed,
the Board of Directors of the Company and on the
recommendation of the Nomination and Remuneration
Committee, has thought it fit to recommend the
reappointment Mr. Chamacheril Abraham Mohan as an
Independent Director for the second consecutive term of

5 years. Hence, the Board, upon evaluating the eligibility
criteria under Reserve Bank of India guidelines, Companies
Act, 2013 and SEBI Listing Regulations, recommends the
appointment of Mr. Chamacheril Abraham Mohan as
an Independent Director for a second consecutive term
of 5 years. Mr. Chamacheril Abraham Mohan is a senior
finance professional and Chartered Accountant, He was
the Vice Chairman and Managing director of J Thomas

6 Co. Pvt. Ltd, the largest and oldest tea auctioneers in
the world. Detailed profile of Mr. Chamacheril Abraham
Mohan is provided in the Notice of AGM.

Mr. Alexander George was appointed as Whole Time
Director for a period of 5 years with effect from September
30, 2020 and his present term is expiring on September
30, 2025. Mr. Alexander George's vast experience, skill set
and leadership qualities will lead the Company into much
higher growth trajectory in forthcoming years, and the
management thought it is desirable to continue to avail
his services as Whole Time Director. Hence, the Board,
upon evaluating the eligibility criteria under Reserve Bank
of India guidelines, Companies Act, 2013 and SEBI Listing
Regulations, on the recommendation of the Nomination and
Remuneration Committee, has thought it fit to recommend
the re-appointment of Mr. Alexander George as the Whole
time Director for a term of 5 years in the upcoming AGM.

Directors Liable to retire by rotation at the AGM

Mr. George Thomas Muthoot and Mr. Alexander George,
Directors of the Company retire by rotation at the ensuing
Annual General Meeting and being eligible, offers
themselves reappointment.

Your Board and the Nomination and Remuneration
Committee has evaluated the eligibility criteria under RBI
guidelines, the Act and Listing Regulations, of all directors
seeking re-appointment at the ensuing Annual General
Meeting and has recommended the appointment/re-
appointments. Your Board believes that the proposal
for re-appointment of Directors will have the support of
shareholders. Necessary disclosures as required under the
SEBI Listing Regulations and the Act are provided in the
notice calling the Annual General Meeting.

The brief profiles of Directors seeking re-appointment are
also available on the website of the Company at https://
www.muthootfinance.com/our-directors.

All the Directors of the Company have confirmed that they
satisfy the 'Fit and Proper' Criteria as prescribed under
Master Direction - Reserve Bank of India (Non-Banking
Financial Company - Scale Based Regulation) Directions,
2023, as amended, and that they are not disqualified
from being appointed/continuing as Directors in terms of
Section 164(2) of the Act.

During the year under review, there were no changes in the
Key Managerial Personnel appointed pursuant to Section 203
of the Companies Act, 2013. Details of Senior Management
Personnel of the Company are provided in the report on
Corporate Governance attached to the Board's Report.
During the year under review, there were no changes in the
Senior Management Personnel in the Company.

During the year under review there were no cessations in
the Board of Directors of the Company.

28. Number of Meetings of the Board

During the Financial Year 2024-25, your Board of Directors
met eight times on May 23, 2024, May 30, 2024, June
13, 2024, July 30, 2024, August 13, 2024, September 03,
2024, November 14, 2024, and February 12, 2025.

29. Declaration from Independent Directors

The Independent Directors have submitted necessary
disclosures that they meet the criteria of independence as
provided under Section 149(6) of the Act and Regulation
16 (1) (b) of the SEBI Listing Regulations. A statement by the
Managing Director confirming receipt of this declaration
from Independent Directors is annexed to this report as
Annexure 5. In the opinion of the Board, there has been no
change in the circumstances which may affect their status
as Independent Directors of the Company and the Board
is satisfied with the integrity, expertise, and experience
(including proficiency in terms of Section 150(1) of the
Act and applicable rules thereunder) of all Independent
Directors on the Board. Further, in terms of Section 150
read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended,
Independent Directors of the Company have included
their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs.

During the year under review, the non-executive
directors of the Company had no pecuniary relationship
or transactions with the Company other than the sitting
fees, commission, if any and reimbursement of expenses
incurred by them for the purpose of attending meetings
of the Board or Committees of the Company.

Your Company has also received undertaking and
declaration from each director on fit and proper criteria in
terms of the provisions of Master Direction (Non-Banking
Company - Scale Based Regulation) Directions, 2023.

30. Policy on Appointment and Remuneration
of Directors and Performance evaluation of
Board, Committees and Directors

a) Policy on Appointment and Remuneration of
Directors

The Board of Directors of your Company, on the
recommendation of the Nomination and Remuneration
Committee, has formulated a policy for selection,

appointment and remuneration of the directors, senior
management personnel as required under Section 178(3)
of the Act. The policy is available on the Company's
website at https://cdn.muthootfinance.com/sites/default/
files/files/2020-08/1452753862Nomination%20and%20
Remuneration%20Policy.pdf.

Terms of reference of the Nomination and Remuneration
Committee and other relevant details of Nomination and
Remuneration Committee are provided in the Corporate
Governance Report circulated along with this report.

b) Performance evaluation of Board, Committees
and Directors

In compliance with the regulatory requirements, the Board
carried out an annual evaluation of its own performance,
its committees, and of the individual Directors based
on criteria and framework adopted by the Board and
in accordance with regulations. The details of training,
appointment, resignation, and retirement of Directors, if
any, are dealt with in the report of Corporate Governance.
Brief details of the profile of each director appear in the
Annual Report of the Company.

c) Independent Directors' Meeting

The Company believes that for the Board to exercise free
and fair judgment in all matters related to the functioning
of the Company as well as the Board, it is important for the
Independent Directors to meet without the presence of the
Non-independent Directors and Executive Management.

Further, Schedule IV of the Act, Rules made thereunder
and Listing Regulations, prescribes that at least one
meeting of Independent Directors of the Company shall
be conducted without the presence of Non-independent
Directors and Management. It also provides that the
Independent Directors shall review the performance of
the Board/Chairperson/Non-executive Directors/Whole-
time Directors which is required to be done at a separate
Meeting of Independent Directors.

During the year, a meeting of Independent Directors was
held on February 12, 2025 as required under the Act and
in compliance with the requirements under Schedule IV
of the Act and SEBI Listing Regulations and discussed and
deliberated matters specified therein.

d) Details of Remuneration/ Commission from
Subsidiaries

None of the Whole Time Directors or Managing Director
has received any remuneration or commission from any of

31. Corporate Governance Report

Your Company has complied with the Corporate
Governance norms as stipulated in Chapter IV of SEBI
Listing Regulations read with RBI Circular: DOR. ACC.
REC. No.20/21.04.018/2022-23 dated April 19, 2022.
As per Regulation 34 of SEBI Listing Regulations and
aforementioned RBI circular, the detailed report on
Corporate Governance is attached to this Report as
Annexure 6.

32. Management Discussion and Analysis Statement

In compliance with Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, separate Section of this Annual Report includes
details on the Management Discussion and Analysis
detailing the industry developments, segment wise/
product wise performance and other matters as
Annexure 7.

33. Environmental, Social, and Governance ("ESG”)

Sustainability serves as a fundamental tenet of your
Company's overarching mission, underscoring the
profound dedication to fostering a beneficial influence
on both ecological systems and societal well-being.
The Company proactively evaluates evolving risks and
opportunities, subsequently embedding these analyses
directly into our holistic ESG-centric strategies. Our
foundational principles are inextricably interwoven with
sustainable methodologies, demonstrably rooted in our
established ESG benchmarks.

ESG governance at your Company plays a vital role in
promoting responsible and sustainable business practices.
The Board of Directors and senior management oversee
the integration of ESG principles into the company's
strategy, risk management, and operations. This includes
setting ESG-related goals, ensuring compliance with
applicable regulations, monitoring environmental impact,
fostering financial inclusion, maintaining ethical standards,
and promoting transparency through robust disclosures.

The Board has instituted an Environmental, Social and
Governance Committee ("ESG Committee) to discharge
its oversight responsibility on matters related to
organization-wide ESG initiatives, priorities, and leading
ESG practices. Details of the constitution of the ESG
Committee and its terms of reference are provided in the
Report on Corporate Governance.

34. Conservation of energy, technology
absorption, foreign exchange earnings and
outgo:

The information pursuant to Section 134(3) (m) of the
Act read with the Companies (Accounts) Rules, 2014 is
as follows:

a) Conservation of energy

The need for adoption of clean technology, improving
end-use efficiency and diversifying energy bases, etc.
have all been seriously considered by the Government of
India and the country is poised for a considerable increase
in the use of renewable energy sources in its transition to
a sustainable energy base.

Your Company being a Non-Banking Finance Company,
has no activities involving conservation of energy.
However, being a responsible corporate citizen, your
Company has invested in power generation by tapping
non-conventional energy resources. Power generation
by harnessing wind energy is the most pollution-free
renewable and environment friendly energy resource
in our country. In this context the group has installed 3
No's of 1.25 MW capacity Suzlon Make Wind Electric
Generators at the Devarkulam site in Tirunelveli District,
Tamil Nadu. About 8 million units are being generated
from the WEG'S annually and this is being pumped into the
Southern Grid. Identifying the vast potential of alternative
energy sources, The Muthoot Group is planning to invest
more in this sector in the near future and to fulfill our
responsibility to our nation.

b) Technology Absorption

The Company has consistently led the adoption of cutting-
edge information technology and sophisticated tools
throughout its operational history. This comprehensive
deployment of technological capabilities has driven
significant digital transformation, revitalizing back¬
end infrastructures and enhancing customer-facing
experiences. The seamless integration of the Company's
extensive branch network with its advanced digital banking
platforms has been crucial to maintaining its leading
market position, enabling the continuous introduction of
highly customer-centric, intuitive, and seamless products
and services that greatly improve customer convenience.

I nformation technology is a fundamental strategic asset
in our business operations, leveraged to boost overall
productivity and efficiency. Our established information
systems confidently enable us to proficiently manage
nationwide operations, effectively engage target
customers through strategic marketing, and vigilantly

monitor and control associated risks. A key milestone in
this journey was the development and comprehensive
implementation of a powerful, user-friendly core banking
solution across all our branches throughout India in
March 2013, further underscoring our commitment to
technological integration. The widespread application of
information technology across our operational framework
has demonstrably improved customer service delivery,
optimized operational efficiencies, and strengthened
management information systems.

Initiatives taken by the Company in information
technology to improve business efficiency,
ease of operation, improved risk management
practice and providing the best stakeholders
experience:

In this fast-changing digital era, your Company is constantly
innovating itself using transformative technologies to
provide the right solutions for our diverse clientele, to
provide great customer experience and to improve efficiency
of staff. The Company continued its focus on various digital
transformation initiatives during the year providing great
customer experience, improved business efficiencies, ease
of operations, and effective risk management.

Shift from monolithic systems to microservices with a
unified API platform to enable scalable, fast, and secure
integrations. Adoption of a robust API-based security
layer, backed by Multi-Factor Authentication and
Single Sign-On—providing frictionless but secure user
experience. Phased migration that allows coexistence of
legacy and modern systems to ensure business continuity.
Agile development process with embedded security and
cloud-first practices for better responsiveness. A real-time
proactive monitoring solution in place with increased
observability that significantly reduced incident response
times, maximized uptime, and enhanced the overall
reliability of our services — a key priority for both internal
stakeholders and external partners. Artificial Intelligence
and Machine Learning capabilities used to detect
anomalies, forecast fraud, enable personalized services,
and improve decision-making.

The Company has significantly advanced its digital
transformation journey through the introduction of
several innovative platforms and features. These strategic
deployments include emConnectSpace, which centralizes
API integrations for enhanced efficiency; eNACH Integration,
streamlining loan disbursements and improving repayment
reliability; and a comprehensive facelift and transaction
optimization for the iMuthoot mobile application, leading
to a more intuitive user experience and increased digital

transactions. Furthermore, advancements like Loan@Home
empowerment for agents, a DIY Insta Personal Loan journey,
and Voice BOT integration enable seamless, self-service, and
remote customer engagements. Complementing these are
critical operational and compliance enhancements such as
KFS implementation for transparency, VPA Enablement for
digital payouts, real-time AML integrations, and a robust
Audit Scoring system, collectively bolstering efficiency,
convenience, and regulatory adherence.

Our existing customer engagement platform has been
migrated to the cloud, leading to significant improvements
in operational efficiency, scalability, and agility. Cloud
infrastructure enables us to manage higher volumes of
customer interactions with enhanced responsiveness
and uptime, guaranteeing a seamless user experience.
The cloud environment also provides increased flexibility,
allowing for rapid deployment of new features, on-
demand resource scaling, and reduced reliance on
physical infrastructure.

To streamline analytics and automate repetitive tasks across
teams, we transitioned to cloud services as our central
data warehouse. This move eliminated siloed data and
basic spreadsheet-based reporting, enabling automated,
complex reporting and model building. Furthermore, we
developed rule-based systems for business campaigns
focused on next best action/product strategies. We
also implemented predictive models for loan collection,
customer propensity to buy, cross-sell underwriting, and
home loan foreclosure, thereby fostering data-informed
decision-making throughout the organization.

c) Foreign exchange earnings and outgo during
the Financial year 2024-25

35. Auditors & Audit Reports

a) Statutory Audit under Section 139 of the Act

The Members of your Company at the 27^th Annual
General Meeting appointed M/s Krishnamoorthy &
Krishnamoorthy and M/s PSDY & Associates as the joint
statutory Auditors of the Company to hold such office for
a period of three years i.e., up to the conclusion of the
30^th Annual General Meeting to be held in the year 2027.

The Audit Report for Financial Year 2024-25 does not
contain any observations, qualification, reservation or
adverse remarks.

b) Secretarial Audit under Section 204 of the Act

Pursuant to Section 204 of the Act, the Board of Directors
appointed M/s KSR & Co., Company Secretaries LLP,
Practicing Company Secretaries, as the Secretarial Auditors
of your Company for the Financial Year 2024-25. The
Secretarial Audit report of the Company issued by the
Secretarial Auditors is annexed to this report as Annexure 8.

Your Board recommends the appointment of M/s KSR
& Co., Company Secretaries LLP, Practicing Company
Secretaries as the Secretarial Auditors of the Company for
a period of 5 years and necessary resolutions to this effect
has been incorporated in the notice calling the Annual
General Meeting of the Company.

The Secretarial Audit Report of Belstar Microfinance
Limited, material subsidiary of the Company, is annexed
to this report as Annexure 9.

c) Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial
Year 2024-25 for all applicable compliances as per SEBI
Regulations and Circulars/ Guidelines issued thereunder.
The Annual Secretarial Compliance Report was submitted
to the stock exchanges within 60 days from the end of the
financial year and the same is available on the Company's
website at https://cdn.muthootfinance.com/sites/default/
files/files/2025-07/Secretarial Compliance Report
Final SD.pdf.

d) Cost records and Cost Audit

Maintenance of cost records and requirement of cost
audit as prescribed under the provisions of Section 148(1)
of the Act are not applicable for the business activities
carried out by the Company.

e) Auditors' certificate on Corporate Governance

The Auditors' certificate confirming compliance with the
conditions of corporate governance as stipulated under
the SEBI Listing Regulations for Financial Year 2024-25 is
provided along with the Report on Corporate Governance.

f) Secretarial Auditors' certificate on ESOP

The secretarial auditors' certificate on the implementation
of share-based schemes in accordance with the Securities
and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, will be
made available at the AGM for inspection electronically.

g) Certificate on Non-Disqualification of Directors

Certificate on Non-Disqualification of Directors issued
by M/s Sunil Sankar & Associates, Practicing Company
Secretaries, is enclosed along with the Report on
Corporate Governance.

h) Explanations or comments by the Board on
qualification, reservation or adverse remark or
disclaimer on audits for Financial Year 2024-25

There are no qualifications, reservation or adverse remarks
or disclaimer in the audit reports issued under Section 139
and Section 204 of the Act for Financial Year 2024-25.

i) Information Systems Audit

As per the requirements of the Master Direction of the
Information Technology Framework for the NBFC Sector,
an Information Systems Audit was carried out for the
Financial Year 2024-25 by Qadit Systems and Solutions
Private Limited.

36. Personnel

The Disclosure required under the provisions of Section
197 of the Act read with Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed to this report as Annexure 10. The
statement containing particulars of employees as required
under Section 197(12) of the Act read with Rule 5(2) and
5(3) of the Rules forms part of the Director's Report.
Further, the Director's Report and the Accounts are being
sent to the Members excluding the aforesaid statement.
In terms of Section 136 of the Act, the said statement will
be open for inspection upon request by the Members.
Any Member interested in obtaining such particulars may
write to the Company Secretary.

37. Significant and material Orders passed by
Regulators or Courts or Tribunals

There are no significant and material orders passed
by the regulators or courts or tribunals, which would
impact the going concern status of your Company and its
future operations.

38. Material Changes and Commitments
affecting the financial position of the
Company between the end of the Financial
Year to which Financial Statements relate
and the date of the report

No material changes and commitments affecting the
financial position of your Company occurred between the
end of the financial year to which Financial Statements
relate and the date of this report.

39. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors,
to the best of its knowledge and ability, confirm that -

i. in the preparation of the annual accounts, the
applicable Indian Accounting Standards had been
followed. There were no material departures from
applicable Indian Accounting Standards;

ii. they have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit of the Company for that period;

iii. they have taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of this Act
for safeguarding the assets of the Company
and for preventing and detecting fraud and
other irregularities;

iv. they have prepared the annual accounts on a going
concern basis;

v. they have laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and operating effectively.

vi. they have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

40. Disclosure pursuant to Part A of Schedule V
of SEBI Listing Regulations

Disclosure pursuant to Part A of Schedule V read with
Regulation 34(3) and 53(f) of SEBI Listing Regulations is
attached as Annexure 11 of this report.

41. Others

a) Compliance to secretarial standards

During the year under review, the Company has been
in compliance with the applicable Secretarial Standards
i.e. SS-1 and SS-2, issued by the Institute of Company
Secretaries of India, with respect to Meetings of Board
and its Committees and General Meetings respectively.
The Company has devised the necessary systems to
ensure compliance with the applicable provisions of
Secretarial Standards.

b) The Company, in the capacity of Financial Creditor, has not
filed any application with National Company Law Tribunal
under the Insolvency and Bankruptcy Code, 2016 during
the Financial Year 2024-25 for recovery of outstanding
loans against any customer being Corporate Debtor.

c) The details of difference between amount of the
valuation done at the time of one-time settlement and
the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof - Not
Applicable.

d) During the year under review, there were no instances
of any material frauds reported by the Statutory Auditors
under section 143(12) of the Act.

42. Acknowledgement

Your Directors thank the Company's stakeholders including
investors, customers, banks, financial institutions, rating
agencies, debenture holders, debenture trustees and
well-wishers for their continued support during the year.
Your Directors place on record their appreciation of the
contribution made by the employees of your Company
and its subsidiaries at all levels. Your Company's consistent
growth was made possible by their hard work, solidarity,
cooperation and support. The Board sincerely expresses
its gratitude to Reserve Bank of India, Securities and
Exchange Board of India, Ministry of Corporate Affairs,
and Stock Exchanges including various officials there at
for the guidance and support received from them from
time to time.

43. Forward Looking Statements

This Report(s) contains certain forward-looking statements
within the provisions of the agreements listing and hence
reasonable caution is to be exercised by stakeholders
while relying on these statements.

For and on Behalf of the Board of Directors

Sd/- Sd/-

George Jacob Muthoot George Alexander Muthoot

Chairman & Whole-time Director Managing Director

Place: Kochi
Date: July 28, 2025

Registered Office:

Muthoot Finance Limited
NH Bypass
Palarivattom,

Kochi 682 028
Kerala