NCD

NOTE: THE ELECTRONIC VERSION OF THE DRAFT SHELF PROSPECTUS (“ DRAFT SHELF PROSPECTUS”) YOU ARE SEEKING TO ACCESS IS BEING MADE AVAILABLE ON THIS WEBSITE BY US, MUTHOOT FINCORP LIMITED (“COMPANY”), AND FOR INFORMATION PURPOSES ONLY. THE DRFAT SHELF PROSPECTUS HAS BEEN MADE AVAILABLE ON THIS WEBSITE IN ELECTRONIC FORM SOLELY TO COMPLY WITH THE REQUIREMENTS OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021, AS AMENDED AND CIRCULARS ISSUED THEREUNDER, AS AMENDED FROM TIME TO TIME (THE “SEBI NCS REGULATIONS”). YOU ARE ADVISED TO READ THIS DISCLAIMER CAREFULLY BEFORE READING, ACCESSING OR MAKING ANY OTHER USE OF THE DRAFT SHELF PROSPECTUS. BY ACCESSING THE DRAFT SHELF PROSPECTUS, YOU AGREE TO FOLLOW THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY MODIFICATIONS TO THEM FROM TIME TO TIME.

Please read this notice carefully - It applies to all persons who view this site. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.

Neither we, nor our affiliates represent that the contents of the Draft Shelf Prospectus herein are accurate or complete. The information contained herein has not been updated since its original publication date and may not reflect the latest updates.

You may not and are not authorized to (1) deliver the Draft Shelf Prospectus to any other person or (2) reproduce such Draft Shelf Prospectus in any manner whatsoever. Any distribution or reproduction of the Draft Shelf Prospectus in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the SEBI NCS Regulations or other applicable laws of India and other jurisdictions.

The information in this section is directed at, and is intended for distribution to, and use by, residents of India only. Residents of countries other than India are not authorized to view or use the information in this section. Viewing this information may not be lawful in certain jurisdictions. In other jurisdictions only certain categories of person may be allowed to view this information. Any person who wishes to view this site must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so.

These materials are not directed at or accessible by following persons:

• Foreign nationals;
• Persons resident outside India;
• Foreign Institutional Investors;
• Qualified Foreign Investors;
• Non Resident Indians; and
• Overseas Corporate Bodies.

The NCDs have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws in the United States and may not be offered or sold within the United States, or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S of the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws in the United States. No offers or sales of the NCDs are being made in the United States.

If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

The Company has taken all necessary steps to ensure that the contents of the Draft Shelf Prospectus as appearing on this web site are identical to the Draft Shelf Prospectus filed with the BSE Limited (“BSE” / the “Stock Exchange”) and the Securities and Exchange Board of India (“SEBI”) (for record purposes) in accordance with the SEBI NCS Regulations.

You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently none of the Company or any of its or our affiliates accept any liability or responsibility whatsoever in respect of alterations or changes which have taken place during the course of transmission of electronic data. Nuvama Wealth Management Limited (formerly known as Edelweiss Securities Limited) (the “Lead Manager”) will not be responsible for any loss or damage that could result from interception and interpretation by any third parties of any information being made available to you through this web site. Access to electronic versions of these materials is being made available in good faith and for information purposes, in connection with an offering of debt securities under the SEBI NCS Regulations and are not intended to nor do they constitute an offer and/or an invitation to subscribe to the securities referred therein.

The materials placed herein are for informational purposes and not a solicitation of any bid from you. Nothing contained herein shall constitute and/or deem to constitute an offer and/or an invitation to an offer to subscribe to the securities referred therein.

Any person seeking access to this portion of the Company’s website represents and warrants to the Company that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy securities in the Company. Further, it does not constitute a recommendation by the Company or the Lead Manager or any other party to sell or buy securities in the Company.

Confirmation of understanding and acceptance of disclaimer

I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. I confirm that I am permitted to proceed to electronic versions of these materials. I confirm that I do not fall under any of the categories below:

• Foreign nationals;
• Persons resident outside India;
• Foreign Institutional Investors;
• Qualified Foreign Investors;
• Non Resident Indians; and
• Overseas Corporate Bodies.

NOTE: THE ELECTRONIC VERSION OF THE SHELF PROSPECTUS (“SHELF PROSPECTUS”) YOU ARE SEEKING TO ACCESS IS BEING MADE AVAILABLE ON THIS WEBSITE BY US, MUTHOOT FINCORP LIMITED (“COMPANY”), AND FOR INFORMATION PURPOSES ONLY. THE SHELF PROSPECTUS HAS BEEN MADE AVAILABLE ON THIS WEBSITE IN ELECTRONIC FORM SOLELY TO COMPLY WITH THE REQUIREMENTS OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021, AS AMENDED AND CIRCULARS ISSUED THEREUNDER, AS AMENDED FROM TIME TO TIME (THE “SEBI NCS REGULATIONS”). YOU ARE ADVISED TO READ THIS DISCLAIMER CAREFULLY BEFORE READING, ACCESSING OR MAKING ANY OTHER USE OF THE SHELF PROSPECTUS. BY ACCESSING THE SHELF PROSPECTUS, YOU AGREE TO FOLLOW THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY MODIFICATIONS TO THEM FROM TIME TO TIME.

Please read this notice carefully - It applies to all persons who view this site. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.

Neither we, nor our affiliates represent that the contents of the Shelf Prospectus herein are accurate or complete. The information contained herein has not been updated since its original publication date and may not reflect the latest updates.

You may not and are not authorized to (1) deliver the Shelf Prospectus to any other person or (2) reproduce such Shelf Prospectus in any manner whatsoever. Any distribution or reproduction of the Shelf Prospectus in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the SEBI NCS Regulations or other applicable laws of India and other jurisdictions.

The information in this section is directed at, and is intended for distribution to, and use by, residents of India only. Residents of countries other than India are not authorized to view or use the information in this section. Viewing this information may not be lawful in certain jurisdictions. In other jurisdictions only certain categories of person may be allowed to view this information. Any person who wishes to view this site must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so.

These materials are not directed at or accessible by following persons:

• Foreign nationals;
• Persons resident outside India;
• Foreign Institutional Investors;
• Qualified Foreign Investors;
• Non Resident Indians; and
• Overseas Corporate Bodies.

The NCDs have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws in the United States and may not be offered or sold within the United States, or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S of the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws in the United States. No offers or sales of the NCDs are being made in the United States.

If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

The Company has taken all necessary steps to ensure that the contents of the Shelf Prospectus as appearing on this web site are identical to the Shelf Prospectus filed with the BSE Limited (“BSE” / the “Stock Exchange”) and the Securities and Exchange Board of India (“SEBI”) (for record purposes) in accordance with the SEBI NCS Regulations.

You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently none of the Company or any of its or our affiliates accept any liability or responsibility whatsoever in respect of alterations or changes which have taken place during the course of transmission of electronic data. Nuvama Wealth Management Limited (formerly known as Edelweiss Securities Limited) (the “Lead Manager”) will not be responsible for any loss or damage that could result from interception and interpretation by any third parties of any information being made available to you through this web site. Access to electronic versions of these materials is being made available in good faith and for information purposes, in connection with an offering of debt securities under the SEBI NCS Regulations and are not intended to nor do they constitute an offer and/or an invitation to subscribe to the securities referred therein.

The materials placed herein are for informational purposes and not a solicitation of any bid from you. Nothing contained herein shall constitute and/or deem to constitute an offer and/or an invitation to an offer to subscribe to the securities referred therein.

Any person seeking access to this portion of the Company’s website represents and warrants to the Company that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy securities in the Company. Further, it does not constitute a recommendation by the Company or the Lead Manager or any other party to sell or buy securities in the Company.

Confirmation of understanding and acceptance of disclaimer

I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. I confirm that I am permitted to proceed to electronic versions of these materials. I confirm that I do not fall under any of the categories below:

• Foreign nationals;
• Persons resident outside India;
• Foreign Institutional Investors;
• Qualified Foreign Investors;
• Non Resident Indians; and
• Overseas Corporate Bodies.

NOTE: THE ELECTRONIC VERSION OF THE TRANCHE I PROSPECTUS (“TRANCHE I PROSPECTUS”) YOU ARE SEEKING TO ACCESS IS BEING MADE AVAILABLE ON THIS WEBSITE BY US, MUTHOOT FINCORP LIMITED (“COMPANY”), AND FOR INFORMATION PURPOSES ONLY. THE TRANCHE I PROSPECTUS HAS BEEN MADE AVAILABLE ON THIS WEB SITE IN ELECTRONIC FORM SOLELY TO COMPLY WITH REGULATION 29 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021 AND CIRCULARS ISSUED THEREUNDER, AS AMENDED FROM TIME TO TIME (THE “SEBI NCS REGULATIONS”). YOU ARE ADVISED TO READ THIS DISCLAIMER CAREFULLY BEFORE READING, ACCESSING OR MAKING ANY OTHER USE OF THE TRANCHE I PROSPECTUS. BY ACCESSING THE TRANCHE I PROSPECTUS, YOU AGREE TO FOLLOW THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY MODIFICATIONS TO THEM FROM TIME TO TIME.

Please read this notice carefully - It applies to all persons who view this site. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.

Neither we, nor our affiliates represent that the contents of the Tranche I Prospectus herein are accurate or complete. The information contained herein not been updated since its original publication date and may not reflect the latest updates.

You may not and are not authorized to (1) deliver the Tranche I Prospectus to any other person or (2) reproduce such Tranche I Prospectus in any manner whatsoever. Any distribution or reproduction of the Tranche I Prospectus in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the SEBI NCS Regulations or other applicable laws of India and other jurisdictions.

The information in this section is directed at, and is intended for distribution to, and use by, residents of India only. Residents of countries other than India are not authorized to view or use the information in this section. Viewing this information may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view this information. Any person who wishes to view this site must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so.

These materials are not directed at or accessible by following persons:

• Foreign nationals;
• Persons resident outside India;
• Foreign Institutional Investors;
• Qualified Foreign Investors;
• Non Resident Indians; and
• Overseas Corporate Bodies.

The debentures have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws in the United States and may not be offered or sold within the United States, or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S of the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws in the United States. No offers or sales of the debentures are being made in the United States.

If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

The Company has taken all necessary steps to ensure that the contents of the Tranche I Prospectus as appearing on this web site are identical to the Tranche I Prospectus filed with the BSE Limited (“BSE”) and the Securities and Exchange Board of India (“SEBI”) (for record purposes) in accordance with the SEBI NCS Regulations.

You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently none of the Company or any of its or our affiliates accept any liability or responsibility whatsoever in respect of alterations or changes which have taken place during the course of transmission of electronic data. Nuvama Wealth Management Limited (“Lead Manager”) will not be responsible for any loss or damage that could result from interception and interpretation by any third parties of any information being made available to you through this web site. Access to electronic versions of these materials is being made available in good faith and for information purposes, in connection with an offering of debt securities under the SEBI NCS Regulations and are not intended to nor do they constitute an offer and/or an invitation to subscribe to the securities referred therein.

The materials placed herein are for informational purposes and not a solicitation of any bid from you. Nothing contained herein shall constitute and/or deem to constitute an offer and/or an invitation to an offer to subscribe to the securities referred therein.

Any person seeking access to this portion of the Company’s website represents and warrants to the Company that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy securities in Muthoot Fincorp Limited. Further, it does not constitute a recommendation by the Company or the Lead Manager or any other party to sell or buy securities in Muthoot Fincorp Limited.

Confirmation of understanding and acceptance of disclaimer

I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. I confirm that I am permitted to proceed to electronic versions of these materials. I confirm that I do not fall under any of the categories below:

• Foreign nationals;
• Persons resident outside India;
• Foreign Institutional Investors;
• Qualified Foreign Investors;
• Non-Resident Indians; and
• Overseas Corporate Bodies.

NOTE: THE ELECTRONIC VERSION OF THE TRANCHE III PROSPECTUS (“TRANCHE III PROSPECTUS”) YOU ARE SEEKING TO ACCESS IS BEING MADE AVAILABLE ON THIS WEBSITE BY US, MUTHOOT FINCORP LIMITED (“COMPANY”), AND FOR INFORMATION PURPOSES ONLY. THE TRANCHE III PROSPECTUS HAS BEEN MADE AVAILABLE ON THIS WEB SITE IN ELECTRONIC FORM SOLELY TO COMPLY WITH REGULATION 29 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021 AND CIRCULARS ISSUED THEREUNDER, AS AMENDED FROM TIME TO TIME (THE “SEBI NCS REGULATIONS”). YOU ARE ADVISED TO READ THIS DISCLAIMER CAREFULLY BEFORE READING, ACCESSING OR MAKING ANY OTHER USE OF THE TRANCHE III PROSPECTUS. BY ACCESSING THE TRANCHE III PROSPECTUS, YOU AGREE TO FOLLOW THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY MODIFICATIONS TO THEM FROM TIME TO TIME.

Please read this notice carefully - It applies to all persons who view this site. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.

Neither we, nor our affiliates represent that the contents of the Tranche III Prospectus herein are accurate or complete. The information contained herein not been updated since its original publication date and may not reflect the latest updates.

You may not and are not authorized to (1) deliver the Tranche III Prospectus to any other person or (2) reproduce such Tranche III Prospectus in any manner whatsoever. Any distribution or reproduction of the Tranche III Prospectus in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the SEBI NCS Regulations or other applicable laws of India and other jurisdictions.

The information in this section is directed at, and is intended for distribution to, and use by, residents of India only. Residents of countries other than India are not authorized to view or use the information in this section. Viewing this information may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view this information. Any person who wishes to view this site must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so.

These materials are not directed at or accessible by following persons:

• Foreign nationals;
• Persons resident outside India;
• Foreign Institutional Investors;
• Qualified Foreign Investors;
• Non Resident Indians; and
• Overseas Corporate Bodies.

The debentures have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws in the United States and may not be offered or sold within the United States, or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S of the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws in the United States. No offers or sales of the debentures are being made in the United States.

If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

The Company has taken all necessary steps to ensure that the contents of the Tranche III Prospectus as appearing on this web site are identical to the Tranche III Prospectus filed with the BSE Limited (“BSE”) and the Securities and Exchange Board of India (“SEBI”) (for record purposes) in accordance with the SEBI NCS Regulations.

You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently none of the Company or any of its or our affiliates accept any liability or responsibility whatsoever in respect of alterations or changes which have taken place during the course of transmission of electronic data. Nuvama Wealth Management Limited (“Lead Manager”) will not be responsible for any loss or damage that could result from interception and interpretation by any third parties of any information being made available to you through this web site. Access to electronic versions of these materials is being made available in good faith and for information purposes, in connection with an offering of debt securities under the SEBI NCS Regulations and are not intended to nor do they constitute an offer and/or an invitation to subscribe to the securities referred therein.

The materials placed herein are for informational purposes and not a solicitation of any bid from you. Nothing contained herein shall constitute and/or deem to constitute an offer and/or an invitation to an offer to subscribe to the securities referred therein.

Any person seeking access to this portion of the Company’s website represents and warrants to the Company that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy securities in Muthoot Fincorp Limited. Further, it does not constitute a recommendation by the Company or the Lead Manager or any other party to sell or buy securities in Muthoot Fincorp Limited.

Confirmation of understanding and acceptance of disclaimer

I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. I confirm that I am permitted to proceed to electronic versions of these materials. I confirm that I do not fall under any of the categories below:

• Foreign nationals;
• Persons resident outside India;
• Foreign Institutional Investors;
• Qualified Foreign Investors;
• Non-Resident Indians; and
• Overseas Corporate Bodies.

DISCLAIMER

*For further details refer to section titled “Issue Related Information” on page 288 of the Tranche V Prospectus dated April 23, 2025

***Allotment in the public issue of debt securities would be made on the basis of date of upload of each application into the electronic book of the stock exchange. However, on the date of oversubscription and thereafter, the allotments would be made to the applicants on proportionate basis.

** This Tranche V Issue shall remain open for subscription on Working Days from 10:00 a.m. to 5:00 p.m. (Indian Standard Time) during the period as indicated in the Tranche V Prospectus. The Company may, in consultation with the Lead Manager, consider closing the Tranche V Issue on such earlier date or extended date (subject to a minimum period of two working days and a maximum period of 10 working days from the date of opening of the Tranche V Issue and subject to not exceeding thirty days from filing of the Tranche V Prospectus with ROC, including any extensions), as may be decided by the Board of Directors or the Stock Allotment Committee, subject to relevant approvals, in accordance with the Regulation 33A of the SEBI NCS Regulations. In the event of an early closure or extension of this Tranche V Issue, the Company shall ensure that notice of the same is provided to the prospective investors through an advertisement in an English daily national newspaper with wide circulation and a regional daily with wide circulation where the registered office of the Company is located (in all the newspapers or electronic modes such as online newspapers or websites of the Issuer or the stock exchange in which pre-issue advertisement for opening of the Tranche V Issue has been given on or before such earlier or initial date of Tranche V Issue closure). On the Tranche V Issue Closing Date, the Application Forms will be accepted only between 10:00 a.m. and 3:00 p.m. (Indian Standard Time) and uploaded until 5 p.m. or such extended time as may be permitted by the Stock Exchange. Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5:00 p.m. on one Working Day post the Tranche V Issue Closing Date. For further details please see “General Information” on page 45 of the Tranche V Prospectus.

DISCLAIMER

Muthoot Fincorp Limited (“Company”), subject to market conditions, and other considerations, is proposing a public issue of secured redeemable non-convertible debentures (“NCDs”) and has filed Tranche V prospectus dated April 23, 2025 (“ Tranche V Prospectus”) which should be read together with the Shelf Prospectus dated August 23, 2024 (the "Shelf Prospectus") (together with the Tranche V Prospectus, the "Prospectus") with the Registrar of Companies, Kerala and Lakshadweep (“RoC”), BSE Limited (“BSE” or “Stock Exchange”) and Securities and Exchange Board of India (“SEBI”). The Shelf Prospectus and Tranche V Prospectus is available on the website of the Company at www.muthootfincorp.com, on the website of BSE at www.bseindia.com, on the website of the lead manager at www.nuvama.com , and on the website of SEBI at www.sebi.gov.in. Investors proposing to participate in the Issue should invest only on the basis of the information contained in the Shelf Prospectus and Tranche V Prospectus. Investors should note that investment in the NCDs involves a high degree of risk and for details in relation to the same, refer to the Tranche V Prospectus, including the section titled “Risk Factors” beginning on page 20 and “Material Developments” beginning on page 172 of the Tranche V Prospectus.

Capitalised terms not defined herein shall have the same meaning as assigned to such terms in the Tranche V Prospectus dated April 23, 2025.

DISCLAIMER: Investors proposing to participate in the Issue should note that investment in the NCDs involves a high degree of risk and for details in relation to the same, refer to the Prospectus, including the section titled “Risk Factors” beginning on page 20 and “Material Developments” beginning on page 172 of the Tranche V Prospectus. The Issuer and the Lead Manager accept no responsibility for statements made otherwise than in the Tranche V Prospectus or in the advertisement or any other material issued by or at the instance of the Company and that anyone placing reliance on any other source of information would be doing so at their own risk.

DISCLAIMER CLAUSE OF BSE: It is to be distinctly understood that the permission given by BSE should not in anyway be deemed or construed that the Tranche V Prospectus has been cleared or approved by BSE nor does it certify the correctness or completeness of any of the contents of the Tranche V Prospectus. The investors are advised to refer to the Tranche V Prospectus for the full text of the disclaimer clause of the BSE.

DISCLAIMER CLAUSE OF USE OF BSE ELECTRONIC PLATFORM: It is to be distinctly understood that the permission given by the BSE to use their network and software of the Online system should not in any way be deemed or construed as compliance with various statutory requirements approved by the Exchange; not does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements; nor does it take any responsibility for the financial or other soundness of the Company, its promoters, its management or any scheme or project of the Company.

DISCLAIMER STATEMENT OF CRISIL

Crisil Ratings Limited (Crisil Ratings) has taken due care and caution in preparing the Material based on the information provided by its client and / or obtained by Crisil Ratings from sources which it considers reliable (Information). A rating by Crisil Ratings reflects its current opinion on the likelihood of timely payment of the obligations under the rated instrument and does not constitute an audit of the rated entity by Crisil Ratings. Crisil Ratings does not guarantee the completeness or accuracy of the information on which the rating is based. A rating by Crisil Ratings is not a recommendation to buy, sell, or hold the rated instrument; it does not comment on the market price or suitability for a particular investor. The Rating is not a recommendation to invest / disinvest in any entity covered in the Material and no part of the Material should be construed as an expert advice or investment advice or any form of investment banking within the meaning of any law or regulation. Crisil Ratings especially states that it has no liability whatsoever to the subscribers / users / transmitters/ distributors of the Material. Without limiting the generality of the foregoing, nothing in the Material is to be construed as Crisil Ratings providing or intending to provide any services in jurisdictions where Crisil Ratings does not have the necessary permission and/or registration to carry out its business activities in this regard. Muthoot Fincorp Limited will be responsible for ensuring compliances and consequences of non-compliances for use of the Material or part thereof outside India. Current rating status and Crisil Ratings’ rating criteria are available without charge to the public on the website, www.crisilratings.com. For the latest rating information on any instrument of any company rated by Crisil Ratings, please contact Customer Service Helpdesk at 1800-267-1301

DISCLAIMER CLAUSE OF CRISIL (INDUSTRY REPORT)

Crisil Intelligence, a division of Crisil Limited, provides independent research, consulting, risk solutions, and data & analytics to its clients. Crisil Intelligence operates independently of Crisil’s other divisions and subsidiaries, including, Crisil Ratings Limited. Crisil Intelligence’s informed insights and opinions on the economy, industry, capital markets and companies drive impactful decisions for clients across diverse sectors and geographies. Crisil Intelligence’s strong benchmarking capabilities, granular grasp of sectors, proprietary analytical frameworks and risk management solutions backed by deep understanding of technology integration, makes it the partner of choice for public & private organisations, multi-lateral agencies, investors and governments for over three decades.

For the preparation of this report, Crisil Intelligence has relied on third party data and information obtained from sources which in its opinion are considered reliable. Any forward-looking statements contained in this report are based on certain assumptions, which in its opinion are true as on the date of this report and could fluctuate due to changes in factors underlying such assumptions or events that cannot be reasonably foreseen. This report does not consist of any investment advice and nothing contained in this report should be construed as a recommendation to invest/disinvest in any entity. This industry report is intended for use only within India.

DISCLAIMER CLAUSE OF RBI

The company is having a valid certificate of registration dated July 23, 2002 bearing registration no. n-16.00170 issued by the Reserve Bank of India under section 45 IA of the Reserve Bank of India Act, 1934. However, RBI does not accept any responsibility or guarantee about the present position as to the financial soundness of the company or for the correctness of any of the statements or representations made or opinions expressed by the company and for repayment of deposits/discharge of liability by the company.

DISCLAIMER

*For further details refer to section titled “Issue Related Information” on page 283 of the Tranche IV Prospectus dated January 29, 2025

***Allotment in the public issue of debt securities should be made on the basis of date of upload of each application into the electronic book of the stock exchange. However, on the date of oversubscription and thereafter, the allotments should be made to the applicants on proportionate basis.

**This Tranche IV Issue shall remain open for subscription on Working Days from 10:00 a.m. to 5:00 p.m. (Indian Standard Time) during the period as indicated in the Tranche IV Prospectus. The Company may, in consultation with the Lead Manager, consider closing this Tranche IV Issue on such earlier date or extended date (subject to a minimum period of two working days and a maximum period of 10 working days from the date of opening of this Tranche IV Issue and subject to not exceeding thirty days from filing of the Tranche IV Prospectus with ROC, including any extensions), as may be decided by the Board of Directors or the Stock Allotment Committee, subject to relevant approvals, in accordance with the Regulation 33A of the SEBI NCS Regulations. In the event of an early closure or extension of this Tranche IV Issue, the Company shall ensure that notice of the same is provided to the prospective investors through an advertisement in an English daily national newspaper with wide circulation and a regional daily with wide circulation where the registered office of the Company is located (in all the newspapers or electronic modes such as online newspapers or websites of the Issuer or the stock exchange in which pre-issue advertisement for opening of this Tranche IV Issue has been given on or before such earlier or initial date of Tranche IV Issue closure). On the Tranche IV Issue Closing Date, the Application Forms will be accepted only between 10:00 a.m. and 3:00 p.m. (Indian Standard Time) and uploaded until 5 p.m. or such extended time as may be permitted by the Stock Exchange. Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5:00 p.m. on one Working Day post this Tranche IV Issue Closing Date. For further details please see “General Information” on page 44 of the Tranche IV Prospectus.

DISCLAIMER: Muthoot Fincorp Limited (“Company”), subject to market conditions, and other considerations, is proposing a public issue of secured redeemable non-convertible debentures (“NCDs”) and has filed Tranche IV prospectus dated January 29, 2025 (“ Tranche IV Prospectus”) which should be read together with the Shelf Prospectus dated August 23, 2024 (the "Shelf Prospectus") and Addendum to the Tranche IV Prospectus dated February 12, 2025 (“Addendum”) (together with the Shelf Prospectus and the Tranche IV Prospectus, the "Prospectus") with the Registrar of Companies, Kerala and Lakshadweep (“RoC”), BSE Limited (“BSE” or “Stock Exchange”) and Securities and Exchange Board of India (“SEBI”). The Shelf Prospectus, Tranche IV Prospectus and the Addendum is available on the website of the Company at www.muthootfincorp.com, on the website of BSE at www.bseindia.com , on the website of the lead manager at www.nuvama.com , and on the website of SEBI at www.sebi.gov.in. Investors proposing to participate in the Issue should invest only on the basis of the information contained in the Shelf Prospectus and Tranche IV Prospectus. Investors should note that investment in the NCDs involves a high degree of risk and for details in relation to the same, refer to the Tranche IV Prospectus, including the section titled “Risk Factors” beginning on page 19 and “Material Developments” beginning on page 169 of the Tranche IV Prospectus.

Capitalised terms not defined herein shall have the same meaning as assigned to such terms in the Prospectus.

DISCLAIMER: Investors proposing to participate in the Issue should note that investment in the NCDs involves a high degree of risk and for details in relation to the same, refer to the Prospectus, including the section titled “Risk Factors” beginning on page 19 and “Material Developments” beginning on page 169 of the Tranche IV Prospectus. The Issuer and the Lead Manager accept no responsibility for statements made otherwise than in the Tranche IV Prospectus or in the advertisement or any other material issued by or at the instance of the Company and that anyone placing reliance on any other source of information would be doing so at their own risk.

DISCLAIMER CLAUSE OF BSE: It is to be distinctly understood that the permission given by BSE should not in anyway be deemed or construed that the Tranche IV Prospectus has been cleared or approved by BSE nor does it certify the correctness or completeness of any of the contents of the Tranche IV Prospectus. The investors are advised to refer to the Tranche IV Prospectus for the full text of the disclaimer clause of the BSE.

DISCLAIMER CLAUSE OF USE OF BSE ELECTRONIC PLATFORM: It is to be distinctly understood that the permission given by the BSE to use their network and software of the Online system should not in any way be deemed or construed as compliance with various statutory requirements approved by the Exchange; not does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements; nor does it take any responsibility for the financial or other soundness of the Company, its promoters, its management or any scheme or project of the Company.

DISCLAIMER STATEMENT OF CRISIL

A rating by Crisil Ratings reflects Crisil Ratings current opinion on the likelihood of timely payment of obligations under the rated instrument and does not constitute an audit of the rated entity by Crisil Ratings. Our ratings are based on information provided by the issuer or obtained by Crisil Ratings from sources it considers reliable. Crisil Ratings does not guarantee the completeness or accuracy of the information on which the rating is based. A rating by Crisil Ratings is not a recommendation to buy / sell or hold the rated instrument; it does not comment on the market price or suitability for a particular investor. Crisil Ratings has a practice of keeping all its ratings under surveillance and ratings are revised as and when circumstances so warrant. Crisil Ratings is not responsible for any errors and especially states that it has no financial liability whatsoever to the subscribers / users / transmitters / distributors of its ratings. Crisil Ratings criteria are available without change to the public on the website, www.crisilratings.com. Crisil Ratings or its associates may have other commercial transactions with the company/entity.

DISCLAIMER CLAUSE OF CRISIL (INDUSTRY REPORT)

CRISIL Market Intelligence & Analytics (CRISIL MI&A), a division of CRISIL limited, provides independent research, consulting, risk solutions, and data & analytics to its clients. CRISIL MI&A operates independently of CRISIL’s other divisions and subsidiaries, including, CRISIL Ratings Limited. CRISIL MI&A’s informed insights and opinions on the economy, industry, capital markets and companies drive impactful decisions for clients across diverse sectors and geographies. CRISIL MI&A’s strong benchmarking capabilities, granular grasp of sectors, proprietary analytical frameworks and risk management solutions backed by deep understanding of technology integration, makes it the partner of choice for public & private organisations, multi-lateral agencies, investors and governments for over three decades.

For the preparation of this report, CRISIL MI&A has relied on third party data and information obtained from sources which in its opinion are considered reliable. Any forward-looking statements contained in this report are based on certain Assumptions, which in its opinion are true as on the date of this report and could fluctuate due to changes in factors underlying such assumptions or events that cannot be reasonably foreseen. This report does not consist of any investment advice and nothing contained in this report should be construed as a recommendation to invest/disinvest in any entity. This industry report is intended for use only within India.

DISCLAIMER CLAUSE OF RBI

The company is having a valid certificate of registration dated July 23, 2002 bearing registration no. n-16.00170 issued by the Reserve Bank of India under section 45 IA of the reserve bank of India Act, 1934. However, RBI does not accept any responsibility or guarantee about the present position as to the financial soundness of the company or for the correctness of any of the statements or representations made or opinions expressed by the company and for repayment of deposits/discharge of liability by the company.

NOTE: THE ELECTRONIC VERSION OF THE TRANCHE II PROSPECTUS (“TRANCHE II PROSPECTUS”) YOU ARE SEEKING TO ACCESS IS BEING MADE AVAILABLE ON THIS WEBSITE BY US, MUTHOOT FINCORP LIMITED (“COMPANY”), AND FOR INFORMATION PURPOSES ONLY. THE TRANCHE II PROSPECTUS HAS BEEN MADE AVAILABLE ON THIS WEB SITE IN ELECTRONIC FORM SOLELY TO COMPLY WITH REGULATION 29 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021 AND CIRCULARS ISSUED THEREUNDER, AS AMENDED FROM TIME TO TIME (THE “SEBI NCS REGULATIONS”). YOU ARE ADVISED TO READ THIS DISCLAIMER CAREFULLY BEFORE READING, ACCESSING OR MAKING ANY OTHER USE OF THE TRANCHE II PROSPECTUS. BY ACCESSING THE TRANCHE II PROSPECTUS, YOU AGREE TO FOLLOW THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY MODIFICATIONS TO THEM FROM TIME TO TIME.

Please read this notice carefully - It applies to all persons who view this site. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.

Neither we, nor our affiliates represent that the contents of the Tranche II Prospectus herein are accurate or complete. The information contained herein not been updated since its original publication date and may not reflect the latest updates.

You may not and are not authorized to (1) deliver the Tranche II Prospectus to any other person or (2) reproduce such Tranche II Prospectus in any manner whatsoever. Any distribution or reproduction of the Tranche II Prospectus in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the SEBI NCS Regulations or other applicable laws of India and other jurisdictions.

The information in this section is directed at, and is intended for distribution to, and use by, residents of India only. Residents of countries other than India are not authorized to view or use the information in this section. Viewing this information may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view this information. Any person who wishes to view this site must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so.

These materials are not directed at or accessible by following persons:

• Foreign nationals;
• Persons resident outside India;
• Foreign Institutional Investors;
• Qualified Foreign Investors;
• Non Resident Indians; and
• Overseas Corporate Bodies

The debentures have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws in the United States and may not be offered or sold within the United States, or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S of the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws in the United States. No offers or sales of the debentures are being made in the United States.

If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

The Company has taken all necessary steps to ensure that the contents of the Tranche II Prospectus as appearing on this web site are identical to the Tranche II Prospectus filed with the BSE Limited (“BSE”) and the Securities and Exchange Board of India (“SEBI ”) (for record purposes) in accordance with the SEBI NCS Regulations.

You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently none of the Company or any of its or our affiliates accept any liability or responsibility whatsoever in respect of alterations or changes which have taken place during the course of transmission of electronic data. Nuvama Wealth Management Limited (“Lead Manager”) will not be responsible for any loss or damage that could result from interception and interpretation by any third parties of any information being made available to you through this web site. Access to electronic versions of these materials is being made available in good faith and for information purposes, in connection with an offering of debt securities under the SEBI NCS Regulations and are not intended to nor do they constitute an offer and/or an invitation to subscribe to the securities referred therein.

The materials placed herein are for informational purposes and not a solicitation of any bid from you. Nothing contained herein shall constitute and/or deem to constitute an offer and/or an invitation to an offer to subscribe to the securities referred therein.

Any person seeking access to this portion of the Company’s website represents and warrants to the Company that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy securities in Muthoot Fincorp Limited. Further, it does not constitute a recommendation by the Company or the Lead Manager or any other party to sell or buy securities in Muthoot Fincorp Limited.

Confirmation of understanding and acceptance of disclaimer

I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. I confirm that I am permitted to proceed to electronic versions of these materials. I confirm that I do not fall under any of the categories below:

• Foreign nationals;
• Persons resident outside India;
• Foreign Institutional Investors;
• Qualified Foreign Investors;
• Non-Resident Indians; and
• Overseas Corporate Bodies.

NOTE: THE ELECTRONIC VERSION OF THE DRAFT SHELF PROSPECTUS (“ DRAFT SHELF PROSPECTUS”) YOU ARE SEEKING TO ACCESS IS BEING MADE AVAILABLE ON THIS WEBSITE BY US, MUTHOOT FINCORP LIMITED (“COMPANY”), AND FOR INFORMATION PURPOSES ONLY. THE DRFAT SHELF PROSPECTUS HAS BEEN MADE AVAILABLE ON THIS WEBSITE IN ELECTRONIC FORM SOLELY TO COMPLY WITH THE REQUIREMENTS OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021, AS AMENDED AND CIRCULARS ISSUED THEREUNDER, AS AMENDED FROM TIME TO TIME (THE “SEBI NCS REGULATIONS”). YOU ARE ADVISED TO READ THIS DISCLAIMER CAREFULLY BEFORE READING, ACCESSING OR MAKING ANY OTHER USE OF THE DRAFT SHELF PROSPECTUS. BY ACCESSING THE DRAFT SHELF PROSPECTUS, YOU AGREE TO FOLLOW THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY MODIFICATIONS TO THEM FROM TIME TO TIME.

Please read this notice carefully - It applies to all persons who view this site. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.

Neither we, nor our affiliates represent that the contents of the Draft Shelf Prospectus herein are accurate or complete. The information contained herein has not been updated since its original publication date and may not reflect the latest updates.

You may not and are not authorized to (1) deliver the Draft Shelf Prospectus to any other person or (2) reproduce such Draft Shelf Prospectus in any manner whatsoever. Any distribution or reproduction of the Draft Shelf Prospectus in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the SEBI NCS Regulations or other applicable laws of India and other jurisdictions.

The information in this section is directed at, and is intended for distribution to, and use by, residents of India only. Residents of countries other than India are not authorized to view or use the information in this section. Viewing this information may not be lawful in certain jurisdictions. In other jurisdictions only certain categories of person may be allowed to view this information. Any person who wishes to view this site must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so.

These materials are not directed at or accessible by following persons:

• Foreign nationals;
• Persons resident outside India;
• Foreign Institutional Investors;
• Qualified Foreign Investors;
• Non Resident Indians; and
• Overseas Corporate Bodies.

The NCDs have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws in the United States and may not be offered or sold within the United States, or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S of the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws in the United States. No offers or sales of the NCDs are being made in the United States.

If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

The Company has taken all necessary steps to ensure that the contents of the Draft Shelf Prospectus as appearing on this web site are identical to the Draft Shelf Prospectus filed with the BSE Limited (“BSE” / the “Stock Exchange”) and the Securities and Exchange Board of India (“SEBI”) (for record purposes) in accordance with the SEBI NCS Regulations.

You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently none of the Company or any of its or our affiliates accept any liability or responsibility whatsoever in respect of alterations or changes which have taken place during the course of transmission of electronic data. Nuvama Wealth Management Limited (formerly known as Edelweiss Securities Limited) (the “Lead Manager”) will not be responsible for any loss or damage that could result from interception and interpretation by any third parties of any information being made available to you through this web site. Access to electronic versions of these materials is being made available in good faith and for information purposes, in connection with an offering of debt securities under the SEBI NCS Regulations and are not intended to nor do they constitute an offer and/or an invitation to subscribe to the securities referred therein.

The materials placed herein are for informational purposes and not a solicitation of any bid from you. Nothing contained herein shall constitute and/or deem to constitute an offer and/or an invitation to an offer to subscribe to the securities referred therein.

Any person seeking access to this portion of the Company’s website represents and warrants to the Company that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy securities in the Company. Further, it does not constitute a recommendation by the Company or the Lead Manager or any other party to sell or buy securities in the Company.

Confirmation of understanding and acceptance of disclaimer

I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. I confirm that I am permitted to proceed to electronic versions of these materials. I confirm that I do not fall under any of the categories below:

• Foreign nationals;
• Persons resident outside India;
• Foreign Institutional Investors;
• Qualified Foreign Investors;
• Non Resident Indians; and
• Overseas Corporate Bodies.