We have audited the accompanying Financial Statements of
Muthoot Microfin Limited (“the Company”), which comprise
the balance sheet as at 31 March 2025, the statement of
profit and loss (including other comprehensive income), the
statement of changes in equity and the statement of cash flows
for the year then ended and notes to the financial statements,
including a summary of the material accounting policies and
other explanatory information (hereinafter referred to as “the
financial statements”).

In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid financial statements
give the information required by the Companies Act, 2013 (“the
Act”) in the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards prescribed
under Section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, (“Ind AS”)
and other accounting principles generally accepted in India, of
the state of affairs of the Company as at 31 March 2025, its loss
including other comprehensive income, its cash flows and the
changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance
with the Standards on Auditing (“SA”s) specified under section
143(10) of the Act. Our responsibilities under those Standards are
further described in the Auditor’s Responsibilities for the Audit of
the financial statements section of our report. We are independent
of the Company in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India (ICAI) together with
the ethical requirements that are relevant to our audit of the financial
statements under the provisions of the Act and the Rules thereunder,
and we have fulfilled our other ethical responsibilities in accordance
with these requirements and the ICAI’s Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our audit opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements for the financial year ended 31 March 2025. These
matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these
matters. We have determined the matters described below to
be the key audit matters to be communicated in our report.

Information Other than the Financial Statements
and Auditor’s Report Thereon

The Company’s management and Board of Directors are
responsible for the preparation of the other information. The
other information comprises the information included in the
annual report namely Directors' Report, Annexures to Board
Report, Management Discussion and Analysis, Corporate
Governance Report, Business Responsibility Statement, but
d oes not include the financial statements and our auditor's
report thereon. The Reports are expected to be made available
to us after the date of this auditors' report.

Our opinion on the financial statements does not cover the
other information and we do not express any form of assurance
conclusion thereon.

In connection with our audit of the financial statements, our
responsibility is to read the other information identified above
and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our
knowledge obtained during the course of our audit or otherwise
appears to be materially misstated.

When we read the Other Information, if we conclude that
there is a material misstatement therein, we are required to
communicate the matter to those charged with governance as
required under SA 720 (Revised) 'The Auditor's responsibilities
Relating to Other Information'.

Responsibilities of Management and Those
Charged with Governance for the Financial
Statements

The Company’s Board of Directors is responsible for the
matters stated in Section 134(5) of the Act, with respect to
the preparation of these financial statements that give a true
and fair view of the financial position, financial performance,
including other comprehensive income, changes in equity
and cash flows of the Company in accordance with the Ind AS
and other accounting principles generally accepted in India.
This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act
for safeguarding of the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the financial statements, the management is
responsible for assessing the Company’s ability to continue as
a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting
unless the management either intends to liquidate the Company
or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the
Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the
Financial Statements

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

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting
a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion,

forgery, intentional omissions, misrepresentations, or the
override of internal control.

• Obtain an understanding of internal financial controls
relevant to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section 143(3)(i)
of the Act, we are also responsible for expressing our opinion
on whether the Company has adequate internal financial
controls system with reference to the financial statements in
place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management.

• Conclude on the appropriateness of management’s use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a
going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Company to
cease to continue as a going concern.

• Evaluate the overall presentation, structure and content
of the financial statements, including the disclosures, and
whether the financial statements represent the underlying
transactions and events in a manner that achieves
fair presentation.

Materiality is the magnitude of misstatements in the financial
statements that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable
user of the financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the
scope of our audit work and in evaluating the results of our work;
and (ii) to evaluate the effect of any identified misstatements in
the financial statements.

We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships
and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the financial statements of the
current financial year and are therefore the key audit matters.
We describe these matters in our auditor's report unless law or
regulation precludes public disclosure about the matter or when,

in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor’s Report) Order,
2020 (“the Order”) issued by the Central Government of
India in terms of sub-section (11) of Section 143 of the
Act, we give in the “Annexure A”, a statement on the
matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books;

c) The Balance sheet, the Statement of Profit and Loss
(including Other Comprehensive Income), Statement
of Changes in Equity, and Statement of Cash Flows
dealt with by this Report are in agreement with the
books of account;

d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting Standards
specified under Section 133 of the Act, read with
Companies (Indian Accounting Standards) Rules,
2015, as amended;

e) On the basis of written representations received from
the directors as on 31 March 2025 taken on record
by the Board of Directors, none of the directors is
disqualified as on 31 March 2025, from being appointed
as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial
controls over financial reporting of the Company and
the operating effectiveness of such controls, refer
to our separate Report in “Annexure B”; Our report
expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company’s
internal financial control over financial reporting;

g) In our opinion, the managerial remuneration for the
year ended 31 March 2025 has been paid/provided
by the Company to its director in accordance with the
provisions of section 197 read with Schedule V to the Act;

h) With respect to the other matters to be included
in the Auditor’s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014, as amended, in our opinion and to the
best of our information and according to the
explanations given to us:

i. The Company does not have any pending
litigation which would impact its financial
position as at 31 March 2025;

ii. The Company has made provision, as required
under the applicable law or accounting
standards, for material foreseeable losses,
if any, on long-term contracts including
derivative contracts - Refer Note 14 to the
financial statements;

iii. There were no amounts which were required
to be transferred to the Investor Education and
Protection Fund by the Company during the
year ended 31 March 2025.

iv. (a) The management has represented to

us that, to the best of its knowledge and
belief, as disclosed in the notes to the
accounts, no funds (which are material
either individually or in the aggregate)
have been advanced or loaned or
invested (either from borrowed funds or
share premium or any other sources or
kind of funds) by the Company to or in any
other person(s) or entity(ies), including
foreign entities (“Intermediaries”), with
the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or
invest in other persons or entities identified
in any manner whatsoever by or on behalf
of the Company (“Ultimate Beneficiaries”)
or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries.

(b) The management has also represented to
us, that, to the best of its knowledge and
belief, as disclosed in the notes to the
accounts, no funds (which are material
either individually or in the aggregate)
have been received by the Company from
any person(s) or entity(ies), including
foreign entities (“Funding Parties”), with
the understanding, whether recorded in
writing or otherwise, that the Company

shall, whether, directly or indirectly, lend
to or invest in other persons or entities
identified in any manner whatsoever by or
on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries.

(c) Based on such audit procedures that were
considered reasonable and appropriate in
the circumstances, nothing has come to
our notice that has caused us to believe
that the representations under sub-clause
(i) and (ii) of Rule 11(e), as provided
under (a) and (b) above, contain any
material misstatement.

v. The Company has not declared or paid any
dividend during the year and has not proposed
a final dividend for the year.

vi. Based on our examination, which included test
checks, the Company has used accounting
software for maintaining its books of account

which has a feature of recording audit trail (edit
log) facility and the same has been operated
throughout the year for all relevant transactions
recorded in the software. Further, during the course
of our audit we did not come across any instance
of the audit trail feature being tampered and the
audit trail has been preserved by the Company as
per the statutory requirements for record retention.

For Suresh Surana & Associates LLP

Chartered Accountants
Firm’s Reg. No.: 121750W / W-100010

Ramesh Gupta

Partner

Place: Mumbai Membership No. 102306

Dated: 08 May 2025 UDIN: 25102306BMHKMV8115