1. Financial Highlights

The Financial Statements have been prepared in accordance with the Indian Accounting Standards (‘Ind AS’) as notified by
Ministry of Corporate Affairs (‘MCA’) under Section 133 of the Companies Act, 2013 (‘Act’) read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended and other relevant provisions of the Act, circulars, guidelines and directions
issued by the Reserve Bank of India (“RBI”) from time to time. The financial statements of the Company are presented as per
Schedule III (Division III) of the Companies Act, 2013, applicable to NBFCs as notified by the Ministry of Corporate Affairs (MCA).

•Figures of March 31,2024 has been restated during the financial year

2. State of affairs of the Company

As of March 31, 2025, the Company had 3.43 million active customers spread across 1,699 branches, with a gross loan
portfolio of H 1,23,567.18 million as compared to H 121,935.00 million as of March 31,2024.

The net worth of the Company as on March 31, 2025 was H 26,322.27 million and capital adequacy as on March 31, 2025 was
27.85% which is well in excess of the mandated 15%.

During the year, the Company’s revenue from operations and other income was H 25,644.40 million and incurred a loss of
H 2,225.23 million. The funding source for the Company was through private placement of Non-Convertible Debentures
(“NCDs”) and borrowings from banks/ financial institutions by way of Term Loans, PTCs and ECBs, Outstanding details as
summarized below.

3. Share Capital

Authorized Share Capital:

During the year under review, the authorized share capital
of the Company was H 250,00,00,000 (Rupees Two
Hundred and Fifty crores only) divided into 20,00,00,000
(Twenty Crore) equity shares of H 10/- each aggregating
to H 200,00,00,000 (Rupees Two Hundred Crore only) and
5,00,00,000 (Five Crore) preference shares of H10/- each
aggregating to H 50,00,00,000/- (Rupees fifty Crore only).

Issued, Subscribed and Paid-up Share Capital:

As on March 31, 2025, the issued, subscribed and paid-
up share capital of the Company was H 1,704.92 million
comprising of fully paid-up equity shares of face value H 10/-
each. During the year under review, there is no change on the
issue, subscribed and paid-up share capital of the Company.

There was no re-classification or sub-division of the authorized
share capital, reduction of share capital, buy-back of shares,
change in the capital structure resulting from restructuring, or
change in voting rights in respect of any class of the share
capital of the company during the financial year.

As on March 31, 2025, none of the Directors of the
Company holds instruments which were convertible into
Equity Shares of the Company.

Further, Out of the Issued and Paid-up Capital of the
Company, 28,94,636 Equity shares are held by MML
Employee Welfare Trust set up by the Company for
administration of Employee Stock option plans in
compliance with SEBI (Share Based Employee Benefits &
Sweat Equity) Regulations, 2021.

4. Listing of Shares

The equity shares of the Company were listed on National
Stock Exchange of India Ltd. (NSE) and BSE Ltd. (BSE).
The listing fee for the financial years 2024-25 and 2025-26
were paid to both the Stock Exchanges.

5. Dividend

The Board of Directors of your Company has
not recommended any dividend for the financial
year under review.

Pursuant to Regulation 43A of the Listing Regulations, the
Company has formulated a Dividend Distribution Policy,
setting out the parameters for the declaration and distribution
of dividend. The Policy is available on the website of the
Company at: https://muthootmicrofin.com/policies/

6. Transfer to Investor Education and Protection
Fund

During the period under review, the Company does
not have any amount due to be credited to the Investor
Education and Protection Fund as provided in the
provisions of Section 125 of the Companies Act, 2013.

7. Amount transferred to Reserves

The Company has not transferred any amount to the
reserves during the year.

8. Employee Stock Option Plan (ESOP)

Stock Options are granted to the eligible employees and
KMPs of the Company pursuant to the Muthoot Microfin
Employee Stock Option Plan 2016 (”ESOP 2016”) and

Muthoot Microfin Limited Employee Stock Option Plan
2022 (“ESOP 2022”), as decided by the Nomination &
Remuneration Committee. Company has not granted any
option during the financial year 2024-25.

During the year under review, 1,10,250 options were
cancelled due to separation of employees. The cancelled
options were added to the respective plans and will form
part of the future grants to be made.

The disclosure pursuant to the provisions of Securities
and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 and Section
62(1)(b) of the Act, read with Rule 12(9) of the Companies
(Share Capital and Debentures) Rules, 2014 is provided in
Annexure- I which forms part of this Report.

9. Debentures, bonds or any non-convertible securities

Non-convertible Debentures: During the period under review, your Company has issued debentures (Listed, Secured, Non¬
convertible Debentures) aggregating to H 664 million and Listed, Unsecured Bond for an amount of $ 15 million. The debentures
outstanding H 5,593.35 million for Listed, Secured NCD and $ 15 million for Listed, Unsecured Bond as on March 31, 2025,
are as follows:

Note : *put option exercised for 15 debentures

10. Capital Adequacy

The Capital Adequacy Ratio was 27.85% as on March
31, 2025. The Net Owned Funds (NOF) as on that date
was H 21,925.83 million. The minimum capital adequacy
requirement stipulated for your Company by Reserve Bank
of India is 15%.

11. Annual Return

Pursuant to Section 134 and Section 92(3) of the
Companies Act, 2013 read with Rule 12(1) of the
Companies (Management and Administration) Rules,
2014, a copy of the Annual Return is placed on the website
of the Company.

The web-link is: https://muthootmicrofin.com/stakeholders-
information/?tab=5.

12. Achievements

During the current Financial Year, your company has won
several awards and accolades. Selected few awards/
recognitions are listed hereunder:

• Muthoot Microfin Limited has been recognised

among India’s top 50 Best Workplaces™ in Health
and Wellness 2024 by Great Place To Work Institute.

• Muthoot Microfin Limited retained the Great Place To
Work® certification for the 6^th time for its commitment
to foster a culture of pride, trust, reliability, teamwork,
and credibility amongst its employees.

• Muthoot Microfin receives the Corporate Agent

License from IRDAI.

• Muthoot Microfin Limited receives M1C1

Comprehensive Microfinance Grading by CRISIL.

• Muthoot Microfin secures $15 Million from Tripple
Jump in non-convertible debentures.

• Muthoot Microfin received WASH awards for

bringing change in the sanitation and water access
scenario of the underserved at Sa-Dhan Conclave'24
and WASH Awards

• Muthoot Microfin wins Best Cyber Security Initiative
Awards at the 4^th Edition Banking Frontiers
DNA Awards 2024.

• Muthoot Microfin wins Innovative Customer Service
Award from CX Excellence Award 2024

• SBI enters into a co-lending partnership with Muthoot
Microfin Limited.

• Muthoot Micorifn recognised as Most Trusted
Microfinance Brand of The Year at Brand Vision: India
2030 Leadership Conclave ¹

• Muthoot Microfin Limited has been honoured as a
winner in ET NOW Awards as "Best Organisation
for Women 2025"

• Muthoot Microfin won Gold in SKOCH Awards in
the "Best Customer Application on Digital Financial
Inclusion" category for its Mahila Mitra initiative (1.73
million downloads, 4.2-star average rating), and
another Gold for "Best Insurance Scheme" for its Griha
Suraksha Shield (2.66 million insured beneficiaries).

• Muthoot Microfin secured ESG score of 72.2 by
SEBI-licenced ESG rating provider CareEdge
Ratings Limited, outperforming Industry Medians
across ESG Pillars.

13. Particulars of Loans, Guarantees or
Investments

The Company, being an NBFC registered with RBI and
engaged in the business of giving loans in the ordinary
course of its business, is exempt from complying with
the provisions of section 186 (2) of the Companies Act,
2013 with respect to loans, guarantees and investments.
Accordingly, the Company is exempt from complying with
the requirements to disclose in the financial statement
the full particulars of the loans given, investment made or
guarantee given or security provided.

The Company has duly complied with the provisions
of Section 186 of the Companies Act, 2013 and Rules
made thereunder. The details of Loans, Guarantees or
Investments made by the Company are given below:

Details on the loans given and investments made under
the provisions of this section are disclosed in the financial
statements. The Company has not given any guarantees
or security on behalf of a third party.

14. Change in Nature of Business, if any

There was no change in the nature of business of the
Company during the financial year 2024-25.

15. Material changes and commitments, if any,
affecting the financial position of the company
which have occurred between the end of the
financial year of the company to which the
financial statements relate and the date of the
report.

There have been no material changes or commitments
which affect the financial position of the company which
has occurred between the end of the financial year to which
the financial statements relate and the date of this Report.

16. Revision of financial statement or the Report

The Company has not revised its Financial Statement or Board’s Report during the financial year.

17. Credit Rating

The credit rating awarded to various instruments of the Company as on March 31, 2025, were as follows:

The Credit Rating of different instruments of the Company as on March 31, 2025, was mentioned under note 55 (xix) of the
Financial Statements under RBI disclosures.

18. Directors and Key Managerial Personnel

I. Composition of the Board of Directors

As on March 31, 2025, the Board of your Company
comprised of Ten Directors with one Executive
Director, four Non-Executive Directors and five
Independent Directors. The composition of the Board
of Directors meets the requirement of provisions of
Regulation 17 of the Listing Regulations and Section
149 of the Act.

Details of the Directors are as follows:

A. Change in Composition of the Board of
Directors

During the year under review, the following
changes were on the composition of Board of
Directors (‘Board’):

• Mr. R Anand, Independent Director (DIN
00243485) has tendered his resignation
on account of health-related matters and
the Board considered the same with effect
from December 2, 2024.

• On December 19, 2024, Mr. Thomas
John Muthoot, Non-Executive Director
has resigned from the Board due to
preoccupation. Also, Mr. Thomas Muthoot
relinquished form the position of Managing

Director and continued as the Non¬
Executive Director.

• Mr. Thomas Muthoot John, Executive
Director, was inducted to the Board
effective from December 19, 2024 and
requisite approvals were received for his
appointment from the shareholder by way
of postal ballot.

• Inducted Mr. Anil Sreedhar, Independent
Director, to the Board with effect from
December 30, 2024 and requisite approvals
were received for his appointment from the
shareholder by way of postal ballot.

i. Directors retiring by rotation

At the 32^nd Annual General Meeting held
on July 18, 2024, Mr. Thomas George
Muthoot, Director (DIN 00011552)
retired by rotation in compliance with the
provisions of Section 152 of the Companies
Act, 2013 and was reappointed.

Mr. Thomas Muthoot, Director (DIN:
00082099) is due to retire by rotation at
the ensuing Annual General Meeting,
and being eligible, offers himself for
re-appointment.

ii. Re-appointment of Independent Directors

During the current financial year 2024-25,
there were no re-appointment of
Independent Directors.

iii. Approval of the Members will be sought at
the forthcoming Annual General Meeting to
the following appointments.

There is no approval of the members
sought with respect to the Composition
of Board of Directors at the forthcoming
Annual General Meeting of the Company.

iv. Cessations

During the year under review, Mr. R
Anand (DIN 00243485) (Non-Executive
Independent Director) and Mr. Thomas
John Muthoot (DIN 00011618) (Non¬
Executive Director) resigned from the
Board of Directors of the Company
effective from December 2, 2024 and
December 19, 2024 respectively.

B. Change in the composition of the Board of
Directors after the end of the financial year
and up to the date of this Report

There were no changes in the composition
of the Board of Directors after the end of the
financial year and up to the date of this Report.

II. Key Managerial Persons

The Key Managerial Persons of the Company in
accordance with Regulation 2(1)(bb) of the SEBI (Issue of
Capital and Disclosure Requirements) Regulations and
Section 2(51) of the Companies Act, 2013 are as follows:

III. Woman Director

In terms of the provisions of Section 149 of the Act
and Regulation 17(1 )(a) of Listing Regulations,
the Company is required have at least one-woman
director on the Board.

The Company has Ms. Bhama Krishnamurthy (DIN:
02196839) and Ms. Pushpy B Muricken (DIN: 03431198)
as Independent Woman Directors on the Board.

IV. Declaration by Independent Directors and
statement on compliance with the code of
conduct

The Company has received necessary declarations
with respect to independence from all the
independent directors in compliance of Section 149
(7) of the Companies Act, 2013.

The Independent Directors have complied with
the Code for Independent Directors prescribed
in Schedule IV to the Companies Act, 2013 and
the Code of Conduct for Directors and senior
management personnel formulated by the Company.

V. Nomination & Remuneration Policy

The Nomination and Remuneration Committee
has formulated the Nomination and Remuneration

Policy which sets out the criteria for determining
qualifications, positive attributes and independence
of Directors. It also lays down criteria for determining
qualifications, positive attributes of KMPs and senior
management and other matters provided under
Section 178(3) of the Act and Listing Regulations.
The Nomination and Remuneration Policy of the
Company as approved and adopted by the Board is
available on the website of the Company at: https://
muthootmicrofin.com/policies/

The policy is in compliance with the provisions of
Section 178 of the Companies Act, 2013, SEBI
(LODR) regulations and guidelines of the Reserve
Bank of India on Corporate Governance Norms for
NBFCs. The policy covers the following:

1. Objectives, composition and responsibilities of
the Nomination and Remuneration Committee

2. Guidelines for NRC on appointment and removal
of directors/KMP and senior management

3. Fit and proper criteria to determine the suitability
of the person for appointment / continuing to
hold appointment as a Director on the Board
of the Company.

4. Criteria for independence - for directors to be
appointed as independent directors on board
of the company.

5. Criteria to be considered while appointing KMP,
senior management personnel

6. Removal of a director, KMP or senior
management

7. Remuneration of directors, key managerial
personnel and senior management

8. Evaluation of performance of the Directors and
the overall Board broadly on the basis of the
laid-out criteria.

9. Criteria for review of the policy due to change
in regulations or as may be felt appropriate by
the Committee subject to the approval of the
Board of Directors.

19. Board Meeting

During the financial year 2024-25, our Board has met
eleven (11) times, and the meetings were held on May
06, 2024, May 11, 2024, June 08, 2024, June 27, 2024,
August 09, 2024, August 30, 2024, November 05, 2024,
December 19, 2024, December 30, 2024, February 06,
2025, and March 20, 2025.

The requisite quorum was present for all the Meetings.
The intervening gap between the Meetings was within the
period prescribed under the Act and Listing Regulations.

The Company provides all the Board Members with the
facility to participate in the meetings of Board and its
committee through Video Conferencing or Other Audio¬
Visual Means. The details of the meetings have beer
enclosed in the Corporate Governance Report, which
forms part of this report.

Pursuant to the requirements of Schedule IV to the Ad
and the Listing Regulations, a separate Meeting of the
Independent Directors of the Company was held on
March 29, 2025, and the Directors reviewed the matters
enumerated under Schedule IV(VII)(3) to the Act anc
Regulation 25(4) of the Listing Regulations. All the
Independent Directors attended the said meeting.

20. Committees of Board

The Company has various Committees which have
been constituted as part of good corporate governance
practices and the same follow the requirements of the
relevant provisions of applicable laws and statutes.

The Committees of the Board are the Audit Committee,
the Nomination and Remuneration Committee, the
Borrowing Committee, the Corporate Social Responsibility
Committee, the Stakeholder’s Relationship Committee, the
IT Strategy Committee, the Asset Liability Management
Committee, Debenture Issue and Allotment Committee
and the Risk Management Committee.

The details with respect to the composition, powers, roles,
terms of reference, meetings held and attendance of the
directors at such meetings of the relevant Committees are
given in detail in the Report on Corporate Governance of
the Company which forms part of this Annual Report.

21. Recommendations of the Audit Committee

There was no instance during the year where the Board
has not accepted the recommendations of the Audit
Committee requiring disclosure pursuant to Section 177(8)
of the Companies Act, 2013.

22. Company’s policy on Directors’ appointmenl
and remuneration

The Company, pursuant to the provisions of Section 178
of the Companies Act, 2013, has formulated and adopted
a policy on Directors’ appointment and remuneration
including criteria for determining qualifications, positive
attributes, independence of a director and other matters
provided under sub-section (3) of section 178 which
is available on the website of the Company at : https://
muthootmicrofin.com/policies/

23. Annual Evaluation of Board, Committees, and
Individual Directors

The meeting of the Board of Directors held on March 20,
2025, conducted an evaluation of its own performance
and that of its committees and individual directors.

The evaluation process is carried out by collecting
feedback from each of the Directors /committee members
about the Board/committee’s performance and feedback
about each of the other directors.

The feedback was collected through structured
questionnaires. The Board then evaluated all the feedback
received and expressed their satisfaction.

Aspects covered in the feedback inter alia are:

a. Composition of Board/committees.

b. Appropriateness of its size, experience and expertise.

c. Effective participation, integrity and credibility.

d. Ability to handle conflict collectively, Interpersonal
skills, and willingness to address issues proactively.

e. Performance against set goals.

f. Adequacy of terms of reference to serve the purpose.

The Board of Directors has conducted these evaluations
through electronic mode by distributing electronic
evaluation forms to the Directors.

24. Compliance

The Company is registered with the Reserve Bank of
India (“the RBI”) as a NBFC-MFI. As per the Framework
for Scale Based Regulation for Non-Banking Financial
Companies issued by the RBI vide circular dated October
22, 2021 (‘SBR Framework’), the Non-Banking Finance
Companies are categorised into four layers, NBFC - Base
Layer (NBFC-BL), NBFC - Middle Layer (NBFC-ML),
NBFC - Upper Layer (NBFC-UL) and NBFC - Top Layer
(NBFC-TL) based on size, activity, and risk perceived.
According to the said regulation, the Company has been
categorised as NBFC - ML.

The Company has listed its equity shares in the BSE
Limited and the National Stock Exchange of India Limited
and has various Non- Convertible Debt Instruments listed
in the BSE Limited.

The Company has complied with and continues to comply
with all applicable Laws, Rules, Circulars, Regulations,
etc. including Directions of RBI for NBFC-MFIs and
various SEBI Listing Regulations, and does not carry on
any activities other than those specifically permitted by
RBI for NBFC-MFIs.

25. Code of Conduct for Board and Senior
Management

In compliance with Regulation 26(3) of the Listing
Regulations and the Act, the Company has framed and
adopted a Code of Conduct for Directors and Senior
Management (“the Code”), which provides guidance on
ethical conduct of business and compliance with laws
and regulations.

All members of the Board and Senior Management
personnel have affirmed their compliance with the Code
as of March 31, 2025. A declaration to this effect, signed
by the Managing Director/Executive Director in terms of
the Listing Regulations, is given in the Report of Corporate
Governance forming part of this Annual Report. The Code
is made available on the Company’s website at https://
muthootmicrofin.com/stakeholders-information/?tab=1

26. Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive
Information

The Board has formulated the Code of Practices and
Procedures for Fair Disclosure of Unpublished Price
Sensitive Information (Fair Disclosure Code), for the fair
disclosure of events and occurrences that could impact the
price discovery in the market for the Company’s securities.
The Fair Disclosure Code also provides for maintaining
uniformity, transparency and fairness in dealings with all
stakeholders and ensuring adherence to applicable laws
and regulations. The same is available on the website of
the Company at https://muthootmicrofin.com/policies/

27. Prevention of Insider Trading

The Board of Directors of the Company has formulated and
adopted a Code of Conduct to regulate, monitor and report
the trading of shares by insiders. This code lays down the
guidelines and procedures to be followed and disclosures
to be made by the insiders while dealing with shares of
the Company and cautioning them of the consequences
of non-compliance. The same is available on the website
of the Company at https://muthootmicrofin.com/policies/

28. Subsidiary Company, Joint Ventures and
Associate Companies

The Company does not have any subsidiary, Joint venture
or Associate Company.

29. Deposit

During the financial year, your Company has not accepted
any deposits from the public within the meaning of
provisions of the Non-Banking Financial Companies
Acceptance of Public Deposits (Reserve Bank) Directions,
2016 or any deposits within the meaning of Section 73 of
the Companies Act, 2013 and the Companies (Acceptance
of Deposits) Rules, 2014.

Therefore, the disclosures required under Rule 8(5)(v) of
Companies (Accounts) Rules, 2014 and Rule 2(1 )(c) of
Companies (Acceptance of Deposits) Rules, 2014 are
not applicable.

30. Remuneration Details of Directors, KMPs and Employees

Details of managerial remuneration pursuant to Rule 5(1) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are mentioned below:

Note:

Post employment benefits are included in the remuneration.

* The percentage increase in the remuneration of the CEO, CFO, and CCO & CS has been calculated based on their base salary, as the ESOP component
varies depending on individual exercise by each employee.

(Information as per Rule 5 of Chapter XIII, the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014)

Top 10 employees in terms of remuneration drawn during the year

Employees who are employed throughout the financial year and was in receipt of remuneration for the
FY 2024-25, in the aggregate, was not less than J 1,02,00,000/- (One crore and two lakh rupees)

Employees who are employed for a part of the FY 2024-25 and was in receipt of remuneration for any part of
that year at a rate which, in the aggregate, was not less than J 8,50,000/- (Eight lakh and fifty thousand rupees)
per month

Note: Post employment benefits are included in the remuneration.

Employed throughout the financial year or part thereof, was in receipt of remuneration in the year which, in the
aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing
director or whole-time director or manager and holds by himself or along with his spouse and dependent children,
not less than two percent of the equity shares of the company. : NIL

31. Criteria for making payments to Non-Executive
Directors

Apart from the sitting fee paid to the Independent
Directors, expenses incurred by the Company on behalf
of the Directors for their travel and accommodation and
reimbursement of expenses incurred by the Directors
during and for the purpose of attending Board and
Committee meetings, the Company has made no other
payment to its Non-Executive Directors.

32. Directors’ Responsibility Statement

In terms of Section 134 (5) of the Companies Act 2013, the
Directors would like to state that:

i) In the preparation of the annual accounts, the
applicable accounting standards had been

followed along with proper explanation relating to
material departure;

ii) The Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that were reasonable and prudent so
as to give a true and fair view of the state of affairs of
the Company as at March 31, 2025, and of the profit
and loss of the Company for that period;

iii) The Directors had taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013, for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

iv) The Directors had prepared the annual accounts on
a going concern basis;

v) The Directors had laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

vi) The Directors has devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

33. Adequacy of Internal Audit and Financial
Controls

The Company has adequate internal controls and
processes in place with respect to its operations, which
provide reasonable assurance regarding the reliability
of the financial statements and financial reporting as
also functioning of other operations. These controls
and processes are driven through various policies
and procedures.

During the year, the review of Internal Financial Controls
was done, and the report was placed before the Audit
Committee. As per the report the Controls are effective and
there are no major concerns. The internal financial controls
are adequate and operating effectively to ensure orderly
and efficient conduct of business operations.

34. Fair Practices Code

The RBI had been issuing revised Fair Practices Code
guidelines from time to time and your Company has
adhered to all of them without any compromise. The
Fair Practices Code, Code of Conduct, and Grievance
Redressal Mechanism have been displayed prominently
in all the branches of the Company.

35. Statutory Auditors

M/s. Suresh Surana & Associates LLP Indian member
of RSM International, Chartered Accountants, (Firm
Registration No. 121750W/W-100010), having a valid
Peer review Certificate issued by the Peer Review
Board of ICAI, in accordance with Section 139 of the
Companies Act, 2013 read with RBI Circular No. DoS.
CO.ARG/SEC.01/08.91.001/2021-22, were appointed as
the Statutory Auditor of the Company for a term of three
consecutive years, at the 32^nd Annual General Meeting
held on July 18, 2024.

The auditors have submitted their Report on the accounts of
the Company for the Financial Year ended March 31,2025,
to the Board of Directors. The Board has duly examined the
Statutory Auditors’ Report which is self-explanatory. The
Report does not contain any qualifications, reservations or
adverse remarks.

36. Secretarial Auditor

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors has appointed M/s. SEP Associates,
Company Secretaries, Kochi to conduct the Secretarial
Audit of the Company for the Financial Year 2024-25. The
Secretarial Audit Report for the financial year ended March
31, 2025, is annexed to this report as Annexure II.

The Secretarial Audit Report for the financial year 2024¬
25 does not contain any qualification, reservation, adverse
remark or disclaimer except in respect of the matter
mentioned in Annexure II to this report along with the
Management response provided in clause 38 herein.

37. Internal Auditor

The Company has an independent internal audit department
headed by Chief Internal Auditor, Mr. Dileep Kumar Pathak. The
internal audit department broadly assesses and contribute
the overall improvement of the organization’s governance, risk
management, and control processes using a systematic and
disciplined approach. The internal audit team follows Risk
Based Internal Audit which helps the organization to identify
the risks and address them accordingly based on the risk
priority and direction provided by the board of directors. The
Internal audit reports are presented to the Audit Committee
of the Board on a quarterly basis. Based on the reports of the
internal audit team, the process owners undertake corrective
action in their respective areas.

Pursuant to the provisions of Section 138 of the Act, the
Board of Directors, on the recommendation of the Audit
Committee appointed M/s. Ernst & Young (E&Y) India
LLP, as the Internal Auditor of the Company for a period
of two years from financial year 2024-25 to 2025-2026 for
providing co-sourced internal audit services.

38. Explanation or Comments on Qualifications,
Reservations or Adverse Remarks or
Disclaimers made by the Statutory Auditor /
Secretarial Auditor in their Reports

The Statutory Auditors have given their report ‘with an
unmodified opinion’, on the Financial Statements of the
Company for Financial Year 2024-25.

There has been no qualification, reservation, adverse
remark or disclaimer made by the Statutory Auditor in their
Report for the year under review.

With respect to the remark made by the Secretarial Auditors
in their report, the Company was imposed fine on two
instances reasoning delay in submission of prior intimation/
non submission of intimation about the meeting of Board
of Directors in accordance with Regulation 29(2)/29(3)
and regulation 50 (1)(d) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Further, on

receipt of communication from the stock exchanges, the
Company has promptly provided the details of meeting
along with prior intimation acknowledgments. As a
good governance practice, the Company has honored
the payment and made representation for waiver of
fines imposed. Company is awaiting response from the
stock exchanges.

39. Compliance with Secretarial Standards

During the Financial year, the Company has complied
with the provisions of applicable Secretarial Standards
viz. Secretarial Standard on meetings of the Board of
Directors (SS-1) and Secretarial Standard on General
Meetings (SS-2).

40. Corporate Social Responsibility

In compliance with Section 135 of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014 the Company has established the
Corporate Social Responsibility Committee (CSR Committee)
in the year 2015 and the composition and function thereof
are mentioned in the Corporate Governance Report.

The Board has adopted the CSR Policy, formulated and
recommended by the CSR Committee, and the same
is available on the website of the Company at: https://
muthootmicrofin.com/policies/

Company’s CSR initiatives are mainly implemented
through the Muthoot Pappachan Foundation (MPF),
a Public Charitable Trust - the CSR arm of Muthoot
Pappachan Group (MPG). MPF tackles issues affecting
the communities in which our businesses operate.

The CSR initiatives of MPG revolve around the theme ‘HEEL’,
covering ‘Health, Education, Environment and Livelihood’.
Detailed information report on the CSR policy and the CSR
initiatives undertaken during the Financial Year 2024-25 is
given in the Annexure MI-‘Annual Report on CSR activities’.

41. Business Responsibility and Sustainability
Report

In accordance with Regulation 34(2)(f) of the Listing
Regulations, the Business Responsibility and Sustainability
Report (BRSR), covering disclosures on the Company’s
performance on Environment, Social and Governance
parameters for the reporting period, which forms part of
this Annual Report as Annexure IV.

The BRSR provides a comprehensive account of the
Company’s business performance and impacts, and
it is aligned with the NGRBC (National Guidelines on
Responsible Business Conduct) on Social, Environmental
and Economic Responsibilities of Business, issued by the
Ministry of Corporate Affairs.

42. Management Discussion and Analysis Report

Pursuant to Regulation 34(2)(e) of the Listing Regulations,
a detailed Management Discussion and Analysis Report
for the Financial Year under review is presented in a
separate section, forming part of the Annual Report.

The state of the affairs of the business along with the financial
and operational developments has been discussed in detail
in the Management Discussion and Analysis Report.

43. Corporate Governance

The Company is committed to maintain the highest
standards of Corporate Governance and adhere to the
Corporate Governance requirements set out by SEBI.

The Report on Corporate Governance as required under
Regulation 34(3) read with Schedule V of the Listing
Regulations forms part of this Report.

Further, as required under Regulation 17(8) of the Listing
Regulations, a certificate from the Chief Executive
Officer and Chief Financial Officer is annexed with the
Annual Report.

A certificate from CS Lakshmi Pradeep and Associates,
Practicing Company Secretary, confirming the compliance
of the Company with the conditions of Corporate
Governance, as stipulated under the Listing Regulations,
is attached to the Report of Corporate Governance

44. Details of the auctions of Gold conducted
during the financial year.

Details of auctions of Gold conducted during the financial
year is as follows:

45. Related Party Transaction

All contracts/arrangements/transactions entered by the
Company during the Financial Year with related parties
were in the ordinary course of business and on an
arm’s length basis.

During the year under review, your Company had not
entered into any contract/arrangement/transaction with
Related Parties which could be considered material in

accordance with the Policy on Related Party Transactions.
Further, there were no materially significant related party
transactions entered by the Company with Promoters,
Directors, KMP or other persons which may have potential
conflicts with the interests of the Company.

The particular of contracts or arrangements made with
related parties pursuant to Section 188 of the Companies
Act, 2013 in the prescribed Form AOC-2 is appended
as Annexure V which forms part of this report. Details
of Related Party Transactions as required under Indian
Accounting Standard (Ind AS-24) are reported in Note no.
36 forming part of the Financial Statements.

Disclosure on Related Party Transactions, in compliance
with the requirements of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and the
applicable accounting standards, are made in the financial
statements. Also, the Company has adopted the policy
on Materiality and Dealing with Related Party Transaction
which is available on the website of the Company at:
https://muthootmicrofin.com/policies/

Disclosures of transactions of the listed entity with any
person or entity belonging to the promoter/promoter
group which hold(s) 10% or more shareholding in the
listed entity, in the format prescribed in the relevant
accounting standards for annual results is provided in the
financial statements.

46. Details of Frauds reported by Auditors

Pursuant to sub-section 12 of Section 143 of the Act,
the Statutory Auditors and the Secretarial Auditors of the
Company have not reported any instances of material
frauds committed in the Company by its officers or
employees, except few instances of cheating, forgery,
misappropriation and criminal breach of trust, which are
duly identified by the Company and are disclosed as Note
55 (xxvi) to the Financial Statements.

47. Risk Management

As a NBFC- MFI focusing on unorganized and under
serviced sector, risk management is an integral part of
our business. Your Company has a Board approved
comprehensive Risk Management Policy in place
and has laid down a well-defined risk management
framework, established system and adequate controls
for identification, assessment, measurement, reporting,
mitigation and/or managing of risks. The processes,
policies and procedures are periodically reviewed by the
Risk Management Committee and the Board of Directors.
Regular review, stress testing and scenario analysis of
portfolios, self-assessments of controls and monitoring
of key risk indicators enhances the effectiveness of

risk management framework in your Company. Risk
Management Committee evaluates and monitors Credit,
Operational, IT, Financial, Regulatory, Market and
Reputational risks and its all-associated risks.

Your Company’s internal control systems, organizational
structure, processes, policies, and code of conduct
together form a robust mechanism of internal controls
that govern efficient functioning of the business, and the
existing risk management measures are being regularly
upgraded to ensure risk avoidance and risk mitigation.
There are no risks which in the opinion of the Board
threaten the existence of your Company.

48. Technology Absorption, Conservation of
Energy, Foreign Exchange Earnings and Outgo

The provisions of Section 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 are not applicable to your Company. However,
your Company has been taking steps at all times for the
conservation of energy.

Foreign Exchange Earnings & Outgo
Foreign Exchange Earnings - H 1.59 million
Foreign Exchange Outgo - H 2,021.91 million

49. Vigil Mechanism

Your Company is committed to the highest standards of
ethical, moral and legal business conduct. Accordingly, the
Board of Directors have formulated a Whistle Blower Policy
which is in compliance with the provisions of Section 177
(10) of the Companies Act, 2013. All Directors, employees
and stakeholders can raise their concerns regarding any
discrimination, harassment, victimization, any other unfair
practice being adopted against them or any instances
of fraud by or against your Company. As per the Whistle
Blower Policy implemented by the Company, Employees,
Directors, customers, dealers, vendors, suppliers, or any
stakeholders associated with the Company are free to
report illegal or unethical behavior, actual or suspected
fraud or violation of the Company’s Code of Conduct or
Corporate Governance Policies or any improper activity, to
the Chairman of the Audit Committee or Chief Compliance
Officer and Company Secretary or Chief Executive
Officer of the Company. The policy provides for adequate
safeguard against victimization.

Any incidents reported are investigated and suitable
actions are taken in line with the whistle blower policy. The
Whistle Blower Policy is also available on your Company's
website at: https://muthootmicrofin.com/policies/

50. Details of significant and material orders
passed by the Regulators or Courts or
Tribunals impacting the going concern status
and the Company’s operations in future

There was no significant and material order passed by
the regulators or courts or tribunals impacting the going
concern status and the Company’s operations in the future.

51. Corporate Insolvency Resolution Process
initiated under The Insolvency and Bankruptcy
Code, 2016 (IBC)

There were no applications filed for corporate insolvency
resolution process, by any financial or operational creditor
of the Company or by the company itself, under the IBC
before the NCLT.

52. Disclosure as per The Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

Your Company is an equal opportunity employer and is
committed to ensuring that the work environment at all
its locations is conducive to fair, safe and harmonious
relations between employees. It strongly believes in
upholding the dignity of all its employees, irrespective of
their gender or seniority. Discrimination and harassment of
any type are strictly prohibited.

The company has in place a Policy for prevention of
Sexual Harassment at the Workplace in line with the
requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act,
2013.The Company has constituted the Prevention of
Sexual Harassment Committee to redress complaints
received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered
under this policy. The following is a summary of sexual

harassment complaints received and disposed of during
the period under review:

(a) Number of complaints pending at the beginning
of the year: Nil

(b) Number of complaints received during the year: Nil

(c) Number of complaints disposed off during the year: Nil

(d) Number of cases pending at the end of the year: Nil

53. Details of Debenture Trustee

During the financial year, the following debenture trustees
are associated with the Company:

54. Acknowledgment

Your Directors wish to place on record their appreciation
for the assistance, co-operation and guidance received
by the Company from the Customers, Shareholders,
Debenture Holders, the Central Government, the State
Government, the Reserve Bank of India, the Registrar of
Companies, Mumbai, the Securities and Exchange Board
of India, the BSE Limited, the National Stock Exchange of
India Limited, Debenture Trustees, Depositories, Registrar
and Share Transfer Agent, Credit Rating agencies and
other Regulatory Authorities and Bankers during the year
under review and look forward to their continued support.
Your directors also wish to place on record their deep
sense of appreciation for the committed services of the
Employees of the Company.

For and on behalf of the Board of Directors

Thomas Muthoot John Thomas Muthoot

Kochi Executive Director Director

08.05.2025 (DIN 07557585) (DIN 00082099)

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Muthoot Microfin Secures E-KYC License.