(For Private Circulation Only)

Addendum to Shelf Disclosure Document(SDD) Tranche Disclosure Document(TDD)

SDD No: DEC 2019 Dated December 20, 2019 TDD No: T-2/FEB 2020/DEC 2019

Dated: February 17 , 2020

Series : 6-A , Option I

Muthoot Finance Ltd (the “Company” or the “Issuer”)

Registered and Corporate Office: 2nd Floor, Muthoot Chambers, Opposite Saritha Theatre Complex,

Banerji Road, Kochi. India - 682 018

Tel: (+91 484) 239 4712; Fax: (+91 484) 239 6506

Website: www.muthootfinance.com; Email: ncd@muthootgroup.com

Corporate Identity Number: L65910KL1997PLC011300

Company Secretary and Compliance Officer: Rajesh A.

Tel: (+91 484) 6690247; Fax: (+91 484) 239 6506; E-mail: cs@muthootgroup.com

TRANCHE DISCLOSURE DOCUMENT (“TDD”) FOR ISSUE OF SECURED, REDEEMABLE, NON-

CONVERTIBLE DEBENTURES - LISTED (“SECURED NCDs”/ “DEBENTURES”), OF FACE VALUE OF RS. 10,00,000/- EACH FOR AN AMOUNT OF RS.100 MILLION (“TRANCHE II BASE ISSUE SIZE”) WITH AN OPTION TO RETAIN OVERSUBSCRIPTION UPTO RS.1,650 MILLION AGGREGATING UPTO 1,750 SECURED

NCDs AMOUNTING TO RS.1,750 MILLION (“TRANCHE II ISSUE SIZE”) ON A PRIVATE PLACEMENT BASIS

(“TRANCHE II ISSUE”). THIS TRANCHE II ISSUE IS BEING MADE PURSUANT TO THE TERMS AND

CONDITIONS OF THIS TDD, WHICH SHOULD BE READ TOGETHER WITH THE SDD DATED DECEMBER 20,

2019 FOR ISSUE OF 6,750 SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES - LISTED

(“SECURED NCDs”/ “DEBENTURES”), OF FACE VALUE OF RS. 10,00,000/- EACH FOR CASH

AGGREGATING TO RS. 6,750 MILLION (“SHELF LIMIT”) ON A PRIVATE PLACEMENT BASIS (“ISSUE”) IN

ONE OR MORE TRANCHES

This TDD is issued in terms of and pursuant to the SDD dated December 20, 2019. All the terms ,

conditions, information and stipulations contained in the SDD are incorporated herein by reference as if

the same were set out herein. Investors are advised to refer to the same to the extent applicable. This

TDD must be read in conjunction with the SDD.

This TDD contains details of this Tranche and any material changes in the information provided in the

SDD , as set out herein. Accordingly set out below are the updated particulars/ changes in the particulars

set out in the SDD , which additional / updated information/particulars shall be read in conjunction with

other information/particulars appearing in the SDD.

1. Amendment in Clause A(a)(viii) under ‘Issuer Information’ in SDD No: DEC 2019 Dated December

20, 2019 regarding “Credit Rating Agency (-ies) of the issue”

CRISIL Limited , CRISIL House, Central Avenue Hiranandani Business Park, Powai Mumbai 400

076, India Telephone: (+91 22) 3342 3000 (B) , Facsimile: (+91 22) 3342 3050 , Email:

crisilratingdesk@crisl.com, Contact Person: Mr. Krishnan Sitaraman , Website: www.crisil.com ,

SEBI Registration Number: IN/CRA/001/1999

2. Disclaimer clause of CRISIL Ltd

"CRISIL Limited (CRISIL) has taken due care and caution in preparing the Material based on the

information provided by its client and / or obtained by CRISIL from sources which it considers

reliable (Information). A CRISIL rating reflects CRISIL's 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. CRISIL does not guarantee the completeness or accuracy of the

information on which the rating is based. A CRISIL rating 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 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 providing or intending to provide any

services in jurisdictions where CRISIL does not have the necessary permission and/or

registration to carry out its business activities in this regard. Muthoot Finance 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 CRISIL web site, www.crisil.com. For the latest

rating information on any instrument of any company rated by CRISIL, please contact Customer

Service Helpdesk at 1800-267-1301."

3. Amendment in Clause A(o) under ‘Issuer Information’ in SDD No: DEC 2019 Dated December 20,

2019 regarding “The detailed rating rationale (s) adopted (not older than one year on the date

of opening of the issue)/ credit rating letter issued (not older than one month on the date of

opening of the issue) by the rating agencies shall be disclosed.”

Annexure – C

4. Annexure - A Summary Term Sheet

5. Annexure – B Illustration of Cash Flows on Secured NCDs

6. Annexure – C Rating letter dated January 31, 2020 from CRISIL Ltd for Rs.500 Crs & Rs.1500crs

7. Annexure – D Unaudited Standalone Financial Statements for the quarter ended December 31,

2019

Annexure - E lJ na ud ited Consolid ated Financial Statem ents for the q u arter ended Decem be r

31 ,2019

For Muthoot Finance LtdFot Mt th'oot Fin,,arce Limiteit

^^il/kil%v//' Oonicn X. llerrlrcr

Authorised Signatory Chief finnnciol Wttiate I February 17 , 2020

Place I Kochi

I

lr

Annexure- A

SUMMARY TERM SHEET

Issuer Muthoot Finance Limited

Type & Nature of

Instrument

Secured Redeemable Non Convertible Debentures (Secured NCDs)

Nature of Instrument Secured

Seniority Senior

Mode of Issue Private Placement

Eligible Investors The following categories of investors may apply for the Debentures:

1. Scheduled Commercial Banks

2. Financial Institutions

3. Insurance Companies

4. Primary/ State/ District/ Central Co-operative Banks (subject to

permission from RBI)

5. Regional Rural Banks

6. Mutual Funds

7. Companies, Bodies Corporate authorized to invest in Debentures

8. Provident Funds, Gratuity, Superannuation & Pension Funds,

subject to their Investment guidelines

9. Trusts

10. Individuals

11. Foreign Institutional Investors

12. Or any other investor category eligible to invest subject to

current applicable rules, act, laws etc.

Although above investors are eligible to apply , only those investors,

who are individually addressed through direct communication by the

Company / Sole Arranger, are eligible to apply for the Debentures.

No person who has not received a direct communication from the

Company may apply in this issue. Filing of Disclosure Document on

the website of the Stock Exchange should not be construed as an

offer to issue and the same may be hosted to comply with regulatory

requirements.

Investors should check about their eligibility before making any

investment. All investors are required to comply with the relevant

regulations/guidelines applicable to them for investing in the issue of

debentures.

Arranger Nil

Listing & Timeline for

listing

The Company shall get the Secured NCDs listed on the Wholesale

Debt Market(WDM) segment of BSE Limited. The Issuer shall be

responsible for the costs of such listing of the Secured NCDs.

Issuer intends to list the Secured NCDs within 20days. In the event

that any Investors are SEBI registered FIIs/sub-accounts of

FIIs/Qualified Foreign Investors , the issuer shall get the Secured

NCDs listed on the BSE within 15 days from the date of allotment ,

failing which the Issuer shall immediately redeem / buyback the

Secured NCDs from such Investors in compliance with the

regulations.

Credit Rating of the

instrument

"CRISIL AA/(Positive)" by CRISIL Ltd

Security The Secured NCDs shall be secured by First pari passu charge over

identified immovable property (Land admeasuring approximately

945 square feet super built up area and 685 square feet built up area

situated in Flat No. 804, 8th Floor, 'D' Wing, RNA Courtyard Co-

operative Housing Society Limited, Dr. B.A. Marg, Mira Road (East),

Taluka and District Thane, Maharashtra – 401 107 bearing old survey

numbers 212 and 214 and new survey numbers 44 and 46

respectively) and a first pari passu charge on current assets, book

debts, loans, advances and receivables including gold loan

receivables both present and future of the Issuer(Mortgaged

Properties). The Secured NCDs shall rank pari-passu inter se present

and future and will be subject to any obligation under applicable

statutory and/or regulatory requirements. The issuer shall create

and maintain security for the Secured NCDs in favour of the

Debenture Trustee for the Secured NCD Holders on the book value

of the above assets as appearing in Balance Sheet from time to time

to the extent of 100.00% of the amount outstanding in respect

of Secured NCDs at any time. Accordingly , Issuer has executed an

Umbrella Debenture Trust Deed dtd January 16 ,2018.

Objects Of Issue The main objects clause of the Memorandum of Association of the

Company permits Company to undertake its existing activities as well

as the activities for which the funds are being raised through this

Issue.This issue is being made to augment funding resources of the

Company.

Details of the

utilization of

proceeeds

The funds raised through this Issue will be utilised for our various

financing activities including lending and investments, to repay our

existing liabilities or loans and towards our business operations

including for our capital expenditure and working capital

requirements and general corporate purposes, after meeting the

expenditures of and related to the Issue and subject to applicable

statutory/regulatory requirements. Pending utilisation of the

proceeds out of the Issue for the purposes described above, the

Company intends to temporarily invest funds in high quality interest

bearing liquid instruments including money market mutual funds,

deposits with banks or temporarily deploy the funds in investment

grade interest bearing securities as may be approved by the Board /

Committee of Directors of the Company, as the case may be. Such

investment would be in accordance with the investment policy of

our Company approved by the Board or any committee thereof from

time to time.

Debenture Trustee IDBI Trusteeship Services Limited

Issue Shelf Disclosure Document (“SDD”) for issue of 6,750 Secured,

Redeemable, Non-convertible Debentures - Listed (“Secured NCDs”/ “Debentures”), of face value of Rs. 10,00,000/- each for cash

aggregating to Rs. 6,750 million (“Shelf Limit”) on a private

placement basis (“Issue”). The Secured NCDs will be issued in one or

more tranches (each a “ tranche issue”) on terms and conditions as

set out in the relevant Tranche Disclosure Document (“TDD”) for any tranche issue

Tranche I Base Issue Rs.100 million (Rs.10crs)

Option to Retain

Oversubscription

(Amount)

Rs.1650 million (Rs.165crs)

Face Value Rs.1 million per Secured NCD (Rs.10Lakhs)

Total Number of

Secured NCD’s Upto 1750

Market Lot 1 (One) Secured NCD

Minimum

Subscription

The minimum subscription of Secured NCD’s is 10 (Ten) Debenture

and in multiples of 1(One) thereafter

Step Up/Step Down

Coupon Rate

Nil

Day Count Basis Actual/Actual

Coupon Type Fixed

Coupon Reset Process Not Applicable

Discount at which

security is issued and

the effective yield as

a result of such

discount

Not Applicable

Interest On

Application Money

9% p.a. from the date of realisation of subscription money upto 1

day prior to deemed date of allotment. This clause will not be

applicable where Deemed Date of Allotment is the same as pay-in

date.

Tranche Issue

opening date

Thursday, February 20 , 2020

Tranche Issue closing

date

Thursday, February 20 , 2020

Tranche Pay-in date Monday , February 24 , 2020 (T+1)

Tranche Deemed

Date of Allotment

Monday , February 24 , 2020 (T+1)

Manner Of Bidding Open Book

Mode Of Allotment Uniform Yield

Clearing / Depository National Securities Depository Limited / Central Depository Services

(India) Limited

Issuance mode of the

Instrument

Demat only

Trading mode of the

Instrument

Demat only

Settlement mode of

the Instrument

RTGS/NEFT/Fund Transfer to ICCL

Working Days

convention/Day

count convention /

Effect of holidays on

payment

All days excluding the second and the fourth Saturday of every

month, Sundays and a public holiday in Kochi or Mumbai or at any

other payment centre notified in terms of the Negotiable

Instruments Act, 1881.

Interest shall be computed on a 365 days-a-year basis on the

principal outstanding on the Secured NCDs. However, if period from

the Deemed Date Of Allotment / anniversary date of Allotment till

one day prior to the next anniversary / redemption date includes

February 29, interest shall be computed on 366 days a-year basis, on

the principal outstanding on the Secured NCDs.

If the date of payment of interest or any date specified does not fall

on a Working Day, then the succeeding Working Day will be

considered as the effective date for such payment of interest, as the

case may be (the “Effective Date”). Interest or other amounts, if

any, will be paid on the Effective Date. For avoidance of doubt, in

case of interest payment on Effective Date, interest for period

between actual interest payment date and the Effective Date will be

paid in normal course in next interest payment date cycle. Payment

of interest will be subject to the deduction of tax as per Income Tax

Act, 1961 or any statutory modification or re-enactment thereof for

the time being in force. In case the Maturity Date falls on a holiday,

redemption and accrued interest are payable on the immediately

previous Working Day.

Record Date The Record Date for payment of interest in connection with the

Secured NCDs or repayment of principal in connection therewith

shall be 15 days prior to the date on which interest is due and

payable, and/or the date of redemption. Provided that trading in the

Secured NCDs shall remain suspended between the aforementioned

Record Date in connection with redemption of Secured NCDs and the

date of redemption or as prescribed by the Stock Exchange, as the

case may be. In case Record Date falls on a day when Stock Exchange

is having a trading holiday, the immediate subsequent trading day or

a date notified by the Company to the Stock Exchanges, will be

deemed as the Record Date.

Other Terms In the event of long term debt credit rating of the Secured NCDs is

downgraded to A+ by the rating agency , rating is outstanding with

“Issuer not cooperating” or such similar words; the Secured NCD Holders shall have the option to require the Issuer to redeem the

Secured NCDs along with accrued interest within 30 days of

communication by the Issuer of downgrade to the Stock Exchange/s ,

entire amount outstanding along with accrued interest, Default

Interest and other charges, as applicable;

Default Interest Rate 1)Delay in Security Creation- In case of delay in execution of Trust

Deed and Charge documents within 60 days from deemed date of

allotment , the Company will refund the subscription with agreed

rate of interest or will pay penal interest of at least 2% p.a. over the

coupon rate till these conditions are complied with at the option of

the investor.

2)Delay in Listing- In case of delay in listing of the debt securities

beyond 20 days from the deemed date of allotment, the Company

will pay penal interest of 1 % p.a. over the coupon rate from the

expiry of 30 days from the deemed date of allotment till the listing of

such debt securities to the investor.

3)Default in payment- In case of default in payment of Interest

and/or principal redemption on the due dates, additional interest of

2% p.a. over the coupon rate will be payable by the Company for the

defaulting period.

The interest rates mentioned in above three cases are the minimum

interest rates payable by the Issuer and are independent of each

other.

Transaction

Documents

A. Material Contracts

The Issuer has executed/shall execute the contracts including but not

limited to the following in connection with the issue:

1) Debenture Trustee Agreement

2) Debenture Trust Deed

3) Tripartite Agreement between Issuer, Registrar and NSDL

4) Tripartite Agreement between Issuer, Registrar and CDSL

5) MOU between Issuer and Registrar

6) Application made to BSE seeking its in-principle approval for

listing debentures

7) Shelf Disclosure Document , Tranche Disclosure Document

B. Material Documents

1) Credit Rating letter from CRISIL Ltd

2) Consent Letter from Debenture Trustee dtd 19/12/2019

3) In-principle approval from BSE for listing of debentures

4) Resolution passed by the shareholders of the Company at

the Annual General Meeting approving the overall

borrowing limit of Company

5) Resolution passed by the Board of the Company approving

the Private Placement of debentures

6) Any other transaction documents

Conditions precedent

to disbursement

Not Applicable

Conditions

subsequent to

disbursement

Not Applicable

Mandatory

Compliance Clause

1) Company reserves right to make multiple issuances under

the same ISIN at terms and conditions it deems fit in line

with SEBI Circular CIR/IMD/DF-1/67/2017 dtd June 30 , 2017

2) Issue can be made either by way of creation of fresh ISIN or

by way of issuance under the existing ISIN at

premium/par/discount , as the case may be, at terms and

conditions it deems fit in line with SEBI circular CIR/IMD/DF-

1/67/2017 dtd June 30 ,2017

Events Of Default The occurrence of any one of the following events shall constitute an

event of default by the Company (“Event of Default”):

(a) default is committed in payment of any interest or principal

amount of the Secured NCDs on the due date(s);

(b) default is committed in the performance or observance of

any term, covenant, condition or provision contained in the

SDD or TDD or Summary Term Sheet or these presents

and/or the Financial Covenants and Conditions (other than

the obligation to pay principal and interest) and, except

where the Debenture Trustee certifies that such default is in

its opinion incapable of remedy (in which case no notice shall

be required), such default continues for thirty days after

written notice has been given thereof by the Debenture

Trustee to the Company requiring the same to be remedied;

(c) any information given by the Company to the Secured NCD

holders or the Debenture Trustee in the Transaction

Documents and the warranties given or deemed to have

been given by it to the Secured NCD holders or the

Debenture Trustee is misleading or incorrect in any material

respect , which is capable of being cured and is not cured

within a period of 30 days from such occurrence;

(d) a petition for winding up of the Company have been

admitted and an order of a court of competent jurisdiction is

made for the winding up of the Company or an effective

resolution is passed for the winding up of the Company by

the members of the Company is made otherwise than in

pursuance of a scheme of amalgamation or reconstruction

previously approved in writing by the Debenture Trustee and

duly carried out into effect or or consents to the entry of an

order for relief in an involuntary proceeding under any such

law, or consents to the appointment or taking possession by

a receiver, liquidator, assignee (or similar official) for any or a

substantial part of its property or any action is taken towards

its re-organisation, liquidation or dissolution;

(e) if in the opinion of the Debenture Trustee further security

should be created to secure the Secured NCDs and on

advising the Company , fails to create such security in

favour of the Debenture Trustee to its reasonable

satisfaction;

(f) if without the prior written approval of the Debenture

Trustee, the Mortgaged Properties or any part thereof are

sold, disposed off, charged, encumbered or alienated, pulled

down or demolished, other that as provided in the

Debenture Trust Deed;

(g) an application is filed by the Company, the financial creditor

or the operational creditor (as defined under the Insolvency

and Bankruptcy Code, 2016, as amended from time to time )

before a National Company Law Tribunal under the

Insolvency and Bankruptcy Code, 2016, as amended from

time to time and the same has been admitted by the National

Company Law Tribunal.

(h) an encumbrancer, receiver or liquidator takes possession of

the Mortgaged Properties or any part thereof, or has been

appointed or allowed to be appointed of all or any part of

the undertaking of the Company and such appointment is, in

the opinion of the Debenture Trustee, prejudicial to the

security hereby created;

(i) if an attachment has been levied on the Mortgaged

Properties or any part thereof or certificate proceedings

have been taken or commenced for recovery of any dues

from the Company;

(j) the Company without the consent of Secured NCD Holders /

Debenture Trustee ceases to cease to carry on its business

or gives notice of its intention to do so;

(k) if any corporate action, legal proceedings or other procedure

or step is taken in relation to making a reference in relation

to the Company to the National Company Law Tribunal under

Sections 253 and 254 of the Companies Act, the continuation

of which endangers the Security hereby created;

(l) one or more events, conditions or circumstances whether

related or not, (including any change in Applicable Law) has

occurred or might occur which could collectively or otherwise

be expected to affect the ability of the Company to discharge

its obligations under this Issue;

(m) the Company enters into amalgamation, reorganisation or

reconstruction without the prior consent of the Debenture

Trustee in writing; and

(n) in the opinion of the Debenture Trustee, the Security created

for the benefit of Secured NCD Holders is in jeopardy

(o) proceedings are initiated against the Company under the

insolvency laws or a resolution professional has been

appointed under the insolvency laws and in any such event,

the same is not stayed or discharged within 45 days

Cross Default Not Applicable

Role and

Responsibilities of

Debenture Trustee

As per Debenture Trust Deed, Debenture Trustee Agreement, Shelf

Disclosure Document and Tranche Disclosure Document

Governing Law &

Jurisdiction

Indian Law & Mumbai.

Option I

Security Name 9.50%MUTHOOTFINANCEMAR2022A

ISIN To be applied

Series 6-A,Option I

Option-I Base Issue

Size

Rs.100 million (Rs.10crs)

Option-I to Retain

Oversubscription

(Amount)

Rs.1650 million (Rs.165crs)

Original Tenor 2 years and 15 days from Original Date Of Allotment ie.,February

24 , 2020

Residual Tenor Not Applicable

Clean Price (A) Rs.100.0000 at a Face Value of Rs.100 ie., Rs.1000000/- per Secured

NCD

Accrued Interest (B) Not Applicable

Issue Price (A+B) Rs.1000000.00 per Secured NCD

Put Option Date Not Applicable

Put Option Price Not Applicable

Call Option Date Not Applicable

Call Option Price Not Applicable

Put Notification

Time

Not Applicable

Call Notification

Time

Not Applicable

Redemption Bullet repayment at the end of tenor at Face Value

Redemption

Date/Schedule

Friday , March 11 , 2022

Redemption

Amount per Secured

NCD

At Face Value

Redemption

Premium/Discount

Not Applicable

Coupon Rate 9.50% p.a.

Coupon Payment

Frequency

Annual

Coupon Payment

Dates

The relevant interest will be paid on each anniversary of the

Deemed Date of Allotment on the face value of the Secured NCD

and the last interest payment will be made at the time of

redemption of the Secured NCDs

Annexure - B

Illustration of Cash Flows on Secured NCDs

Option I

Cash Flows Due Date Date of payment

No. of

days in

Coupon

Period

Amount (in Rs.)

1st

coupon

Wednesday, February

24, 2021

Wednesday, February

24, 2021

366 95,000.00

2nd

coupon

Thursday, February 24,

2022

Thursday, February

24, 2022

365 95,000.00

3rd coupon Friday, March 11, 2022

Friday, March 11,

2022

15 3,904.00

Principal/ Maturity value Friday, March 11, 2022

Friday, March 11,

2022

10,00,000.00

Total 1,193,904.00

Company Muthoot Finance Limited

Face value (per security) Rs.1,000,000.00

ISIN To be applied

Original Date of Allotment February 24, 2020

Redemption March 11, 2022

Coupon Rate for all Category of

investors 9.50%

Coupon Payment Frequency Annual

Frequency of the interest payment

with specified dates

February 24, 2021

February 24, 2022

March 11, 2022

Day count convention Actual/actual

Ratings CRISILAh S&P GlobalCompany

CONFIDENTIALMTOFL/2,101 67]NCD/01 3 I 20209

January I1,2020

l{r. George Alexander N'tuthoot

Managing D'rector

lluthoot Finrnce LinitedCoryorate Office: Muthoot Chambers

Opposite Saritha Theatre Conrplex

Banerji Road, Kochi 682018

Dear Mr. George Alexaoder Muthoot,

Re: Revi€w of CRTSIL Rating on the Rs.500 Crore Non-Convertibl€ Deb€ntures of Mutboot FinanceLiInited

All ratings assigncd by CRISIL are kept underconiinuous surveillance and review.

CRISIL has, after due consid€ralion, reaffirmed its "CRlSlL AA" (pronounced as CRISIL double A rating)rating for the captio.ed debt instrunent, and revised the ouilook to Positiv€ fron Stable. instruments with ihisrating are considcred to have high degree of safety regarding ti ely scrvicing of financial obligarions. Such

instrunents cany very low credit risk.

In the event ofyour company not making the issue

event of any change in the size or structure ofyourwithin a period of 180 days fron the above date, or in rhe

proposed issue, a fresh letter ofrevalidation from CRISIL

As per our Rating Agreencnl, CRISIL $,ould dissemjnate the Iaiing along with outlook tbrough iis lublicarjonsand other media, and keep the ratiDg along with oullook under surveillance for thc lifc ofthe instrumenr.

CRISIL res€rves the right to withdrxw or rcvisc the ratings assigned to the captioned instrumcnl at any tine. onthe basis of new information, or unavailabilily ofinformation or orher circumstances. which CRISIL beueves,may have an impact on the rating.

As per the latest SEBI circular Gcfc.cncc number: CIwIMD/DF/17/2013: dated Ocrober 22,2013) onccnhlized database for corporate bonds/debentures, you are required io providc intcmational securitiesidentificxtion number (ISIN; along with the rcfcrcDcc number and the date of the rating lcher) of allbond/debenture issuarces made again$ rhis rating letter to us. Thc circular also requires yo! ro shxrc thisinformaiion with us within 2 days after the allotment ofthe ISIN. We requesr you to mail us all the ncccssary

and relevanl inibmution rt debtissue(Acrisil.com. This will cnable CRISIL to verify and conlim to thcdepositories. including NSD[- and CDSL. the ISIN details ofdcbt rated by us. as required by SEBL FccI f.cc toconticl us lbr any clarifications you may havc at dcbtissucG?crisil.com

Should you requirc any clarificatjons, please feel free to gct in touch with us.

_+ u,1.-,"

Director CRISlLRarings

-\ -:+ . -\-::-- :-J

_

Nivedita S|ibuAssociate Direclor - CRISIL Ratings

A cRlslL ating rcflecb CRlSlL s cutent apinion on the likelihaod af tinely paynent ol the abligatjons undet the .ated insttunent anddo6 nat canst ute an au.lil af the Gted entty by CRISIL CRISIL @tings are based an infamalbh ptovided by the 6suet ot abtarnet)by cRlslL tan sour@s it considets eliable cRlslL does not guatantee the canpleteness ot accutacy ol the jnfamatian an which theE ng is based A CRISIL taling is not a rcconnendation to buv, sell, ar hald the ated insttuhent; it daes nat cannent @ the na*elptice ar sujtabiLty tat a pani.utat ihvestar. All cRlslL ntings ate uder suNeillance. cRtslL ot ns assocjates nay have athelconnercial tansactians wilh lhe canpany/enfty Rattngs ate reviyd as an.l when cicunstances so wa..arr CRIS/L is rol fesporsib/efat any eiaB and espeialy slates that n has no linarcial liabilitv whatsoevet to the subscnbe6 / users / tnnsnitlets / tlisttibutats olthls ptoduct CRISIL Ratings bting citena arc availabte a&fr& Ltrir!tsdd lhe prbld o, lhe cRtstL web slte, M.cisi/cah. Fot thelatest nling infanalioh on any insttunent af any carnpant rated by CRtSlL, please cantact Custonet SeNice Heipdesk at 1AAO 267-

Cor0orat€ ld€ntitv Numberi 167120MH1987P1C042363

CRlSlLHous€,C€ntfrlAvenue,HraiaidaniausinessPark,Powai,Mmbai-400076.Phone:+912233423OOOlFax:+s1224O4oSBOO

Ratings

CONFIDENTIAL

As per our Rating Agreement, CRISIL would disseninaie the rating along with outlook ihrough irs publicationsand othcr nredia, and keep the raiing along with outlook under survcillancc for the life of the instrument.CRISIL reservcs the nght to withdraw or revise the ratings assigned to the caplioned insrnunenr ar any nmej onthe basis of ncw jnformation, or unavailability ofinformaiion or other circumsta.ccs. which CRISIL believes,

nay havc nn inpact on the rating.

As per the latest SEBI circular (reference number: CIR/IMD/DF/17|2O]3; datcd October 22,2013) on

centralized database for corporate bonds/debentures, you are reqrircd to provide internarional securitiesidentification number (ISIN; along with 1be reference number and the date of lhe rating lcttcr) of allbond/debenture issuances nade against this rating letter to us. The cjrcular also requires you to share thisinfornation th us within 2 days afrer the ailotment ofthe IS1N. We request you to mail Lrs all rhc Dccessary

and relevant informatiolr at debtissue(dcrisil.com. This will enable CRISIL to verily and confirm to the

depositories. including NSDL and CDSL. the ISIN details ofdebt rated by us, as requircd by SEBL FeeI iree rocontact us lbr any clarificatlons you may have at debtissue@crisil.com

Should you require any clarificalions, please feel free to get in touch with us.

4.a v /-,,.Director - CRISIL Ralings

--.-.]:;: ---*\\. -9'< -

Nivcdita Shibu

Associatc Director - CRISIL Ratings

ryF*r'

CRISILAn S& P Grobar Company

MTOFI-/2401 67lNCD,/01 3 I 20201

January 31, 2020

N{r. Ceorge Alerander IluthootManaging D.eclorVItrthoot Firance L'mitedCo4roratc Oftice: Muthoot Chambers

O!posilc Srritha Theatre Complex

Bancrji Road, Kochi 682018

Dear Mr. Georgc Alcxandcr Muthoot,

Re: Reviely of CRISIL Rating on the Rs.1500 Crore Non-Convertible Debentures of Muthoot linanceLimited

A1l ratings assigned by CRISIL arc kept undercontinuous suNeillance and review

CRISIL has, after due consideration, reaffirmed it (pronounced as CRISIL double A rating)rating for the captioned debt inst ment, and revised the outlook to Positive fron Stabie. Instrurnents with thisrating are considered to have high degree of safety regarding timely senicing of financial obligalions. Suclr

instruments carry very low crcdit risk.

In the event ofyour company not making the issuc within a period of 180 days fron the above date, or in the

event ofany change in the size or structure ofyour proposcd issue, a fresh lelter of revalidation fronr CRISIL

A CRIS|L @ting rcltects CRtSiL s curent aplnion on the likelihaad of inely paynent al the obtisations under the ated insttunent anddaes not canstilule an audn af he rcled entity by CRISIL CRISIL Gtings ate based oh inldhation prcvided by the issuet at abtainedby CRIS|L lrcn souces n considers retiabte. CRISIL does not guatantee the conpteteness ot accutacy or the lnrqnation on which theatihg is based. A CRISIL ating ]s nat a reconnehdatian la brry sell, at hold the rated instrment: it daes not connent an the natketpice at suitabihy lat a panjcutar investat All CRISIL ratings ate undet su9ei ahce. CRlS/t o. ds associates nay have othercamhercial xareactians wnh the conpany/enlily. Ratngs ate rcvised as and when cntuhstances so watrant CRIS,L is nol es/ronslb/elot any eno6 and especially stateslhat it has nofinancialhab y whatsaevet to the sobscribeE / use6 / t.ansnittets / disttibutos afth6 praduct CRISIL Ratings nting ctjtetia ate avatable a8'J6,hhee6ad the public u the CRISIL web slte M cisit.cod Fat thelatest ratng infonaton on any instrunent ol any cofrparry Gted by CRlStL, please cantact Custoner Setube Hetpdesk at 1a0A-267-

ldenutv N!mber: 167120M11987P1C042363

CRISILHolse,CentralAvenue.HkanandaniausinessPark,Powai,Mmbai-400076. Phone: +912233423000 1 Fax: +91 22 4040 5800

qb'-r* gtq;'-,*Ch.rterrd Accountanta

Independent Auditor.s Review Report on unaudited standalone quarterly and year to datefiDancial results of the Comoanv pursuant to Regulation :l of the SEBI (ListingObligations snd Disclosure Requirements) Regu lstions, 20 | s

The Board ofDirectors,Muthoot Finance Limited.

3.

2.

t.lY"_1"":::"n*.9 ]n:

accompanying starement of unaudired standalone financiat results ofM'lhoor Finance Limired ("rhe company") for the quarrer end"a ""a1.",i" a"," **r,. t",the period ended 3 I December 2019 (,,the Statement,,.;. This statem""i n", i""" O***o o,rne company pursuant to the requirements ofRegulation 33 ofthe seal llising oorigut;on.

and, Discloq,rre Requirements) Regulation, 2015, as amended lttre ,t_isting

tegufations,;,read with relevant circula$ issued by SEBI.

'[he preparation of this Statement in accordance with the recognilion and nrsasuremenrprinciples taid down in rndian Accountins standard 34, Cr"d ;;;;,; ;;;";;m linanciarReporting", prescribed under Secrion l3j ofthe companies eci, rOij, "rl.ena", *"with relevant rules issued thereunder and other accounting pri""iif-, g"""*ffi

"*"p,.a i,India, read with the Circular is the responsibility of tle

-Company,s i""ur"i,"",

""0 n".been approved by the Board of Directors of rhe company. d;;;;;;r;ffi;;',o express aconclusion on the Statement based on our revlew.

We conducted our review in accordancr24lo,"Reviev.,trr,",,.i,rrr"ii'ii:;:,::;:^;:,#;";:;:Tr:;:;:::"):;;y)

the Enriry." issued by the Institute ofClartered Accountants oflndia. This standaro requiresthat we plan and perform the review to obtain moderate assumnce as to wherher theSlalerrent is free of material misstateftcompany personner ana unury,i"ur p.o""Jill, ffifi ;":'ilffi#ffi 1il",Jrffil"fi":lassumnce than an audit. We have not penormed an audir and accordingly, we do not expressan audit opinion.

kr\

7b.e dt 76'-r-Chartdrd Accountanta

4. Based on our .€view conducted as ab

rl:t: 11"1,h" r;;;i;;;;#il?jinTf,L:.":*::.#;Hil,i"l *j;lT:#j:In accordance with applicable Indian Accounring SrunaJr;ni'orn"..*"r"L "***r,practices and poticies, has not disclosed the.i"r""""i"" *q"i*Ji" l. o",riiir* "

,._r ,the Listing Regulations read with rele*r'i"r, i i,,. i ai,"i.""Ji";;; ;*"fr1""*JT":;l"ljil

$3L incr,dine the manner in

PIace: Kochi

D^te:14.02.2020

"/F#'l'&3^"^,/a*e--l_/ (v.9 rBv^|{^a^y^|(frr

P.rh.tCHART€i!O ACC,OUNIANT!

M.hbaranb t{o.2 tral

u DrN : fu e I 94 t *9,+t, a< 4 t z+

MUTHOOT FINANCX LIMTTMR.ttr€ld ua cdamr! otfla 2!d Ftd, Mrdd ct rb.rq

Ottslt Sid6: TnerE Coottcr B.Eii RoO Kdht.6t2 Ol3, t.iti..CIN: t S9l0XLl9tPt_CnlS

Ph. Na : OlSa 2395a78, F.r Na : txta 23!X506, Webrir. : rw.i!$@dh.traos,lmit : n.il.o6!rhaEMp.6n

Sr.r.renr of Uurdlbd Sr.rd.t6e Pt!.fti:l Rsrb fd ti. e!.tra ..a NtE Mdrb. ..d.d D...!ta 31. 2tl9

tlt apRda'u. lM ota.don3

(in) Nd Eain/ (16) m rat ulle.h.ns€

Tod nda6 6!d .Fdo..(r)

(lD

(lx) fobrr@(tln)

(ii) hparN on rilDmd nBLrunhb(iij) FrPloyN ErFIib aFi6(ir) DePFi.li(& afudiztih 6d mPsj'lmr

Preaft D.r@ br (Ix- Iv)0v)M

0) (ntMrde) D.{sFd b(3) T!16 rhti'rg b Prior y..B

(vll) Prfll for 6. rrlod (v-v0

vl[) O6d CoapEf,.triv. ra@(i) Ihn rlEl *ill d 5e Rt *,tni hj ,,ofit or le:Rd@F'El oa d€fin d berdd Phturatr %lu. .lEie6 @ 6l!ny i.r{ru'|Eb rhlad

odPr cmPPh€Giw tftrm(n) hofr, rix ptating ro ib@ rrBr will mt beRlasdLJ b prs{it u 160166 c.ntE6@tv. Inon (v r)

0x) Tdl 66tEf,.rtr. t dD ror tr. Fnod (vtr+vxt)

dr E l|!. F.tliv .bF {{{er' ntk mtr.r', firuER.dmti..d)(Fao hlu. ot Ps. 10 €ach)

19,?51.2'

72) 51

2122

fi,0tzt

uj2tt97txt.2l

2253

t12l{t

(.9,Dl (3e_25t (z3rl

1212

t{t5a252

R\'rNnpanyiry m15 !o timinr ndls

MUTHOOT FINANCE LIMITEDRegiite.ed and Corporate Office:2nd Floor, Muthoot Chambers,

Oplro6ite Saritha The.tre Comple& Banedi Road' Kochi - 682 ol8, India.CIN : I-6t9r0(L1997PLCO13m

Ph. No. : M84 396478, Fax No. :0484 2396505, Website : !r w.nruthoofinance.com.Email : maib@muthootgroupxoh

Unauditcd Standalone Slalement of Assets and Liabilities (Balanae Sheet) as at Decembs 3l- Zn9Rs. in Miuions

Tord Als€rs

TI LIABTLITIES AND EQUTTY

LIABILIIIES

1 Fin.trdal U.biliriesa) Derivativefinancial instrumenrs

b) Payable.

(l) Trade payables

(i) total outstanding dues of micro enterprises and srnall €nteryris€s

I ASSETS

1 Fin.nci.l essets

a) Cash and cash equival€nts

b) Eank balarce oth€r than (a) above

c) R€cavables

(I) Trade receivabl€s

(ll) Oth€r receivables

d) Loans

0 Olher financial ass€ts

2 Non-fimncial Assets

a) Defened tar assets (nel)

b) Pmp€rty, planr and equipmenr

c) Capitat work-h-progess

d) Other intangible assets

€) Oth€r non tnancial assets

(ii) toral outstanding dues of cr€dirors other rhan micro mterpris€s andsmarl €nterpris€s

(ll) Other payables

(i) totdl ouistandmg dues of nricro enrerprises dnd snull ent€rpriles(ii) total outstanding dues of .rpditors other than micro enr€rpris€. and

small enlerpr66

c) Debt s€curities

d) Bonowngs (other than debt securfties)

e) Subordinat€dtiabilities

0 other financial Iiabititi€s

2 Non-ftu cial Lirbiliti€sa) Current tar liabiliti€s (net)

.) Orher nonjrnancral l bilitias

3 Equity

.) tquity share capiral

b) Other€quity

Lirbilities and

27,526.89

773.74

237.O5

3,n,96t.79

n,941.@

187.39

2,036.9',1

233.21

56.93

9y.73

'17,1y85

2m.23

150.59

3,49,329.32

9,825]rt

r,079.0

175.r5

1366.58

228.30

LS7608.43

1,634.53

\6,4m.212,t4,753.85

3,412.10

9,5t2.81

't,059.26

7,913.92

294.30

4$8.697,8,9A331

79,869.53

1,U,174.79

4,X7.m

9,763.K

6rJ4.47

2,106.m

379_79

4,W.61

%,9m.5a

See accompanying notes to financial results

MUTHOOT FINANCE LIMITEDRcgbtcrad ond Corpor.t Office 2od Floor, Muttoot Chrmbc]!,

Oppolir. S.ritbr Th.strt Coopld, Brncrji Rord, Kocbi - 6t2 0lt, Indir.CIN: L659t0KLl997pLC0l 1300

Ph. No.t 04t4 23964?8, F x No. | (M84 2396506 W.bsite w*av.muthootfntnc..coE.Emtil: maib.A muihooteroup.com

Notas:

l. The above financial results have been rcviewed by the Audil Comminee and approved by the BoardofDrectors at their resp€ctive meetinSs held on February 13, 2020 and February 14, 2020.

The Company has adopted Indian Accounting StaDdards (,lnd AS') as notified under Section 133

of the Compani€s Act 2013 ('the Act') read with the Comparies (lndian Ac.ountinS Standards)Rules 2015 fiom April l, 2018.

As requircd by Ind AS 109 ('Financial Instruments'), provision for expected credit loss iD respectofloans has been made based on managernent's estimate ofprobable default and loss given defaull.Provision deated on loan assets in earlier periods towards non-performing assets and standardsassets which is in excess oftre anormt curently detemrined on application ofexpected credit lossnethod as per Ind AS 109 ('Financial Instrumerts,) has be€n retained in the books ofaccoun$, asa matter of prudenc€ and canied under .provisions' in Balanc€ Sheet. Tte Compatry recogniseslnterest income by applying lhe effective interest rate (ElR) to tle gross carrying amount of alinancial asset except for purchased or origiaated credit-impaired finsncial ass€ts and ot[er credit_impaired financial assets. The effective interesl rate on a finmcial asset is the mte that exactlydiscounts estimated future cash receipts through the expected lif€ oflhe financial asset to the grosscarrying arnount ofa financial asset .White estimafing future cash receipts, factors like exp€ctedbehaviour and life cycle of the financial asse! probable fluctuation in collateral value etc. areconsidged which has an impact on the EIR, as estimared by the management.

These financial results may require further adjustnents, if any, neclssitated by gurdelines/clsrificationv directions issued in the fuhrie by RBI, Ministry of Corporate Aftiairs or otherregulators, which will b€ implemented as and when the same are issued/ made applicable.

The Company operates mainly in the business of financing and accordingly there are no separarereportable operariq segments as per Ind AS 108 - Operating Segments.

During the quarter ended Decernber 31, 2019, the Company had allotted 235,g00 equity sharesunder the'Muthoot ESOP 20 | 3 Scheme' No employee stock options were granted by the Companyduring rhe quartcr.

The Company has maintain€d rcquisito full asset cover by way ofmortgage ofimmovable propenyand pei passu floatillg charge otr curent assets, book debts and loans i idvances ofthe Companyon its Secured Listed Non- Convertible Debentures aggregating to Rs. 103,919.47 Mjlion atprincipal value as al December 31. 2019.

2.

5.

L

4.

8.

9.

7.

As on Decsmber 31, 2019, the Company holds 2,100,000 equity shares of Nepalese Rupee lO0/-each in United Finance Limite4 Nepal. The management does not have significant influenc€ over$c entity as specified in Ind AS-28 - lnvestments in Associales and Joint Venhres; aod has elected

to recognis€ and measure the iDv€-stment at fair value ftrough OCI as per tfte requirernents lnd ASI 09 - Financial Inslruments.

In accordanc€ rvith fte arncnded provisions oflncome Tax Act, 1961, lhe Compary has, during theq|r8ner ended Septernber 30, 2019 opted to pay rax d a rcduced ftte of 22o/o (plus surcharge @ l0oloard c.ss @ 47o) as prescribed rherein with ellect iiom the cunent financial ye3r (Old rate being tax

@ 30olo plus surcharge @ l2o/o e[ld, czss @ 4o/ol. Consequentty, ta\ expenses for the quaner erdedSeflemb€r 30, 2019 atrd quaner / nine mondrs ended Dec€mb€r 31, 2Ol9 comprisinS currcnr taxand defened tax as per Ind AS -12 - Income Taxes have be€n recognized usitrg the reduced tax ratesas at ove.

On October 31, 2019, Company has issued 6.125olo Senior Secured Noies amounting to [rSD 450Eillion ("Notes") uder the USD 2 billion Clobal Medium TeIm Note programme pursuanr rcReguldion l44A / Rcgulation S of lfie U.S. Securities Ac! 1933. The Notes are listed on thcIntemational Securities Meket of t ondon Stock Exchange.

Previous period figures have been regrouped / reclassified wherever necessary to conform to crnentp€riod pressfiation.

By and on behalf ofthe Board of Dircctors

KochiFebrusry 14,2020

For Mudoot Financ€ Limited

M C Ceorge\{rrhootChairmsn & Whole Time Director

DIN- | 000 I 820 I

qb-"* ga q;'-r*CharteJrd Accountsnls

Independent Auditor's Review Report on unaudiled consolidated quarterly and yesr todate financial results of the Company pursuant to the Regulation 33 of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015

The Board ofDirectors

Muthoot Finance Limited

l. We have reviewed the accompanying Statement of Unaudited Consolidated Financial

Results ofMuthoot Finance Limited ('lhe Parent") and its subsidiaries (the Parent and its

subsidiaries together refened to as "the Croup"), for the quarter ended and year to date

results for the period ended 3l December 2019 ('the Statement"), being submitted by the

Parent pursuant to the requirement ofRegulation 33 ofthe SEBI (Listing Obligations and

Disclosure Requirements) Regulations,2015, as amended (the 'Listing Regulations'),

read with relevant circulars issued by SEBI. Attention is drawn to the fact that the

consolidated figures for the corresponding quarter and nine months period ended 3l

December 2018, as reported in these financial results have been approved by the Parent's

Board ofDirectors but have not been subiected to review.

2. This Statement, which is the responsibility of the Parent's Management and approved by

the Parent's Board ofDirectors, has been prepared in accordance with the recognition and

meas!rcment principles laid down in Indian Accounting Standard 34 ('lnd AS 34')

"lnterim Financial Reporting", prescribed under Section 133 ofthe Companies Act,20l3,

and other accounting principles generally accepted in lndia. Our responsibility is to

express a conclusion on the Statement based on our review.

3. we conducted our review of the Statement in accordance with the Standard on Review

Engagements (SRE) 2410 "Reriev of Interim Fihancial ldormation Pedotned by the

Indepehdenl Auditor of the Enlily", issued by the lnstitute of Chartered Accountanls of

India. A review ofinterim financial information consists ofmaking inquiries, primarily of

persons responsible for financial and accounting matters, and applying analytical and

other review procedures. A review is substantially less in scope than an audit conducted

in accordance with Standards on Auditing and consequently does not enable us to obrain

assurance that we would become aware ofall significant matters thal might bc identilied

in an audit. Accordingly, we do not express an audit opinion.

rellqll.'/, //\t\\

\?fryx,f,/\!:j_g

7'r--r* ga V)r'-,o,Chaalered Accountants

5.

4.

we also performed pmcedures in accordance with lhe circurar issued by the SEBI underRegulation 33 (8) of rhe SEBI (Listtng Obligations and Disclosure Requiremenrs)Regulations, 2015. as amended. to the extent applicable.

The Statement includes the results ofthe following entities:i. Asia Asset Finance pLC

ii. Muthoot Homefin (tndia) Limitediii. Belstar Microfinanc€ Limitediv. Muthoot Insuance Brokers private Limiledv. Muthool Asset Management privale Limitedvr. Mulhoot Trustee hivate Limitedvii, Muthoot Money Limited

Based on our review conducted and pro(and based on,h" """;;;;; ;;;;:ilil::.Tilr:""f::r":xff .,:';1"1,:."r;;

paragraph 6 below, nothing has come to our attention that causes us to believe tnat the

:::ilfi ::'T;":"ff::,ij ffi1,"X#ili:",:1"^:T::'":J".:[:. fi ::* jj

accountrng pmctices and policies, has not disclosed fie information required to be

ll::1:::1 ,ll"-r

"r,he Lisling Regutarions read with retevant circuta.s issueJiy sent,

rncruolng tne rnanner in which it is ro be disclosed, or that it contains any materialmrsstatement.

6. We did not review the interim financial statements / financial information / financialresults of 7 subsidiaries included in the unaudited consolidated financial results, whoseinterim financial statements / financial information / financial results reflect toJ assets ot.Rs 56870.06 million as ar 3l December 2019 and total revenues ofRs 2g31.20 mi ion,total net profit after tar of Rs. 45g.47 million and total comprehensive income of Rs45028 million for rhe quarter ended 3 I December 20 | 9 and tot;r revenuesofRsTSt6.tTmillion, total net profit after tax of Rs. l3l0.6g million and totat comprehensiue ,n.omeof Rs. 1293.08 m illion for the nine months period ended 3 I O"""rU", iO fS, ,".p."tiu"ly.These interim financial statements / financial information / financial results have beenreviewed by other auditors whose replrts have been firmished to us by the Managemenr

@

%.-.*9aq6.."-Chrtartd Account nL

Place: Kochi

Date.14.02.2020

and our conclusion on the Statement, in so far as it relates to the amounts and disclosuresincluded in respect of these subsidiaries is based solely on the reports of the otherauditors and the procedurcs performed by us as stated in paragraph 3 above.

Our conclusion on the Statement is not modified in respect ofthe above matter.

VARMA & VARMA(lil.: oo,|siL s)

cH^etEiao Acqourt^BllL.na.r.lb tlo.alLl

uDNt efue n AAtqEqBg,

(v:satHYAtrAFAYAm{l

MUIHOOT FINANCE UMITEDR.BI.t@d.n l Cotpq.t! OfRc.:2n l Floor, M{thoot Ct|dl.!t

oppo.it S.rith. Il€.tr. Cdpler B6dil Ro4 Ko<ti . 662 qlq I!di.CIN. ll6qr0Kll99tPlcltttn

PLNo.:O$a23er7a,FrNo.:Oa8a2.t6506w.b.tt :wwweuth@tn!!d..o!!Efr tt : s.il.OduthootSroup..@

srd@nt of Uftdit.d Codolidd FtErtd R.rdt f6 thc Q!&td dd Nie @nrf,t 6d.d D6db..t 3! 2Or9

(r)

GI)

(ttr)

l4a!.6on oF.tiom

(rii) Ncr Baji/ 0N) on {an 'aluc

.han8.s(iv) N€l8eji m d.KAnition ol liMmial in,tlrllMt3 udq

6moni*d .od @ieatry

Tod la@k do. or-.tloa

Tobrllton0+tr)

(n) rmpdimr on fiwiol in.ttutunts

{in) EmployebdE lt3dFs(d) rFtairnoi! m.niation dd imFimnt

Tot l Elqd-ov)

Prodi b.4oE t ! (Itr- Iv)

(2) Delftd r.r(3) Td6 eLtirs to pnor yd

Pro6t fd th. Ftod (v-vD

O|nd Corpr.tad!. I!.odA) (i) Iletu tlEt wil .ot h€ dh4ified ro p66r q 16.

- R.|rEelr,6t of defiFd bd€fi pLs- F.ir vilE chh86 on equity indrul|mt6 $!w8hothd compreheBiw imohe

(n) !e<e |ox Fhing to itehr rhar rill not b€cbdli.d to p.ofit q lG

slbtot r (a)

El (0 heN thar enl b€ rFldili.d ro prol q lGCont/ 06) tm6 llrEllrinB fimndol i!re'Mr. 6f

-Fair vrlre sain o d.bt itutilll]nl! thresh orh€l.dprclFnrve iElft

(n) Ir<ft ra! FLting ro i!em. thar Fitt be Rld'fi€d ro

srDtot l c,otls .6Pr&..lee ir.o@ (A + D) (VIIrl

Tobr <oDF.hd.lv. h.oc td 6. pqlod OlIaVtU)

Mt tc t!. Flod.trib!r.b!. roOwtEB of tlie FmtNn{mrrolling inrer€d

orb6 coDFEladv.lro& dnibrt bt roo'rlEE ol th€ F,qrNGnl.olina inbr€d

fiv)

m(vD

(vs)

(vE)

(x)

Tot l .@F.lEdv. lo.oc fd rt. yd rEitrr.bl,.

Non-<qtrclins iniei6-t

E nlttg. F.qdtt .hr. (qqr!a/ ntE @nrt dd.df,s{E r. D. .@li..d)(Ire v.lw of Rr. rol, eh)

0q

't,95r.24

777.8

(283)

3356.!6

a7 26

0.65

9959.3347.,

2L9m.82io.32

22455.m

215.4

15J61.54

132.51

Q4 16l

{27.221

1s:47.33

155.29

n,7a.t3249.8

o1.11)

03.12)

n,7@.u2

236,36

seffiFnyira no.6 b li'wi,l twltr

MUTHOOT FINANCE LIMITEDR€gistered md Corporate Office:2nd noor, Murhoot Chambers,

Opposite Saritha Thertre Complex, Ban€rii Road, Ko(hi - 682 fl8, India.cIN : l559r0KL1997PLOrm

Ph. No. : 048{ 2:|96478, Fat No. : (X84 2396S(b, Webrite : www.muthoo,Uinance.co4Email I mrils@muthooigloup.(om

Unaudited Consolidared Statement of Asse$ rnd Lirbilities {Bdanc€ Sheet) as rt De(€mb€r 3l, ZI9Rs. in Millions

PdtkrLtAr .rtD...nb.r3L

20t!|A'dMrftn31,

lurr.dt dl {ArdldlI. ASSETS

1 Fin nci.l.ss€tsa) Cash and cash eqlivalmtsb) Eank D3lrtre other than (a) abov€

c) Re(eivables(I) Trade Receivabl€s([) ourer Rdeivablcs

f) Other Financral asrets

2 Nol.fid.nchl Assets

a) Cumnr Lu asscts (Nct)b) DeferEd tax aasetr (Ne0

c) Inv€sunent t'ropetyd) Property, Prant and &uipm€nte) Canital work'in'prog,Hs

0 Coodwrxg) Other lnLangtble assets

h) Other non fiEncial assets

IT. LIADILTTIES AND EQUITYLIABTU]'IESI Fio.rci.t Lhbniri6

b)Derivative fiiar|cial iNhnmtsPayabl€t(I) Trade Payables

(i) bolal outstanding dues of mido orerp.is.:s and srult cnlprprl.rs(ii) total outstanding dues of (t€ditols other rhan micro enlerpri!€s dnd

sdtarl mlfrPris(lD Other Payable.

{i) tobr fltltanding due! of mi(ru ent€.prisrs and snull mr. rp.i!.5(ii) total outsLanding du€s of o.{itors orhe. than mi(ro €nr.rpri*T and

mall enterprises

Debl Se(urities

Bonowings (other than Debr s€.untics)

Subordiiated Liabilib.E

other finan ial liabilities

Nor'6r.nci.l Lirbi&ietCurrent tax liabilibes (Net

Defened bx riabilibes (Ner)

Other ncfiiarrial liatrlihes

E{!dt'

()

d)e)

0D

2

a)

D)

.)d)

lr)

Equity share capiarOlhE equit_v

NoHonbolling irter€stF4oity .lriblLbh .o tnc ome|! of tt. p.[.r]

Tor.l Li.biliti.6 rld Fluirv

33J6.532,?a9.O7

249.83

4,33,011.05

4,72251

106.&l

r.a2

158.02

23D.$?33.429).:X

ffi.171,198.E3

m,M.621,974.22

216.i6

3,87,225.27

2,111.N'\,7 .85

m.8369.rto

1ft.<t7

z[55.82?2A.Tl

49.%79.8'5

4-an.bz4a tL17.3/|7.99

nl.!7

7,733-rX)

7,10626.(*2,,!7.13a.8

2,t6i.oi4,7 .71

10,354.20

1,W.69r,9a5.,19

95.i[5.r29_5{r

4,(!D.69

r,l2,111.

1,f64.6

82,149.11

2,lt,31t.21

L67a.9u

5,1y2.57

10,6.

611.9.1

2,165.33

10.3.1

.t19.19

{,m6.61

95Jb.391.16,j|l1,82 99lr2(|)

I.65231 7.4N-V4,X,07L/15 tLtT-87.q9

h a(comPanymg nobes to finan ial rc$lts

3.

MUTHOOT FINANCE LIMITEDRatbt rad rnd CoryorrL Offic.: 2trd Floor, Mulhoot Chrmbcr!.

Oppositc Srritbr Th.atrc Complc!, Brnc{i Rord, Kochi - 6t2 0lt, India.

CIN: L6S9l0KLr997PLC0l t3O0

Ph. No.: 0,1t4 239647t, F.I No.: 0,1t4 2396506 Web3iac: wryi.muthootfmnc..com,Emril: lqlilqdEU[qqjgrg!!{ql!

Nota3:

l. The consolidated results of lhe Croup include unaudited financial results of subsidiaies namely

Asia Ass€l Financa PLC, Mulhoot Homefin (hdia) Limitcq Belstar Miooflranc€ Lirited(formerly Lnown as Belstar lnvestrncnt ad Finmc€ Privare Limited), Muthoot Ins[rance Brokers

Private Limite4 Muthoot Asset Management Private Limited, Muthoot Trustee Privare Limited

atld Mulhoot Money Limited which have been reviewed by lhe auditors of the respective

companies.

2. The above financial rcsults have been reviewed by lhe Audit Committee and approved by th€ Boad

ofDiroctors ofthe Company at their respective meetings held on Februaty 13, 2020 and FebnBry

14, 2020. The consolidared figwes for the correspondrng quttter and nine months ended Decembcr

31,2018 as repotted in these financial results have been spproved by the Company's Board of

Directors, but have not been subjected to review by the Auditors.

The Company has adopted Indian Ac-c-ounting Standards ('lnd AS') as notifi€d under Section 133

of the ComDanies Act 2013 ('the Act') rcad with the Compaies (lndian Accounting Standards)

Rulcs 2015 from April l, 2018.

As.equired by tnd AS t09 ('Financial InsEuments'), provision for expect€d credit loss in respecl

ofloans has been rnadc based on managernencs estiftale ofprobable default and loss given defaull

Provision created on loan ass€ts in eadier pedods towards non_performing assets and standards

assets which is in exc€ss ofthe arnouni cunently determined on application ofexpected credit loss

melhod as per Ind AS | 09 ('Financial lnstruments') has been retained in the books ofaccounts, as

a malter of prudenc€ and carried under 'Provisions' in Balance Sheet The Company recognisrs

IDterest income by applyitrg the effcctive i erest rale (EIR) to the goss carrying anounl of a

financial asret exc€pt for purchased or originated credit_impaired financial ass€ts and othet credit_

impaired financial assets. The elTective interest mt€ on a financial asset is the rat€ that exacdy

discounts estimated future cash receipts though the expected life ofthe financial asset to th€ goss

carryi[g amount ofa financial assa -While estimating future cash receipts, factors like exp€cted

behaviour and life rycle of the finmcial asset , probable fluctlriion in collateral value etc ate

considered which has an impact on the ElR, as estimated by lhe management

These financial results may requirc further adjustments, if any, necessitaled by guidelineJ

clarificariotrt ditections issued in lhe futule by RBI, Ministry of Corporate Affairs or other

regulators, which will be implement€d as and wh€n the sarne arc issueay made applicable

The Group operates mainly in the business of financing and ac.-ordingly there are no separale

reponabl€ operating segmefis as p€r Ind AS 108 - Operating Segments

5. During the quaner ended Dec€mber 31, 2019, lhe Company had allotted 235,800 equity $ares

tmderthe'MurhootESOP2013Schene'Noemployeestockoptio[sweregrantedbytheCompany

during the quarrer-

The Company has maintained requisite full ass€t cover by way ofmortgage of immovable property

and pari passu floatirg charge on clment lss€ts, book debts and loans & advances ofthe Comp8lly

on its Secu.ed Listed Non- Convertible Debentures aggrcgating to Rs. 103,919.47 Million at

pri[cipal value as at Decernber 31, 2019.

As on Decernber 3 I , 20 I 9, the Company holds 2. I OO,OOO equity shares of Nepales€ Rupe€ I 0O!

esch in United Finance Limite4 Nepal. The management does not have significant influeoc€ over

tbe entity as specified in lnd AS-28 - Investments in Associates and Joint Ventures; snd has elected

to recognise and dreasure the investnent at farr value through OCI as per the requirernents Ind AS

109 - Finarcial lnstrunents.

In acc.rdflce with the anended provisions oflncome Tax Act, 1961, lhe Company has during the

quaner eod€d September 30, 20 t 9 opted to p.y tax at a reduced rate of22olo (plus surcharge @ l0ol.

md cess @ 47o) as prescribe-d therein *ith effect fiom the currsnt financial ye.ar (Old Iate being tax

@ 30% plus sucharge @ l2o/o 6rtd ccAs @ 4o/or. C.nsequently, tax oxp€ns€s for the quaner €trded

S€ptenber 30, 2019 and quaner / ne months ended December 31, 2019 compnsilg current tax

and defefied tax as per lnd AS - I 2 . Income Taxes llave beeD recogni€d using the reduced tax rates

as above

On Octobcr 31, 2019, lhe Company has issued 6.12570 Senior Secured Notes amountinS to USD

450 million ("Notes") under the USD 2 billion Clobal Medium Term Note Prograrnrne pursuant to

Regulation l44A / Regulation S of lhe U.S. Secudties Acq 1933. The Notes are listed on lfie

lnterDational Securities Market of I ondon Stock Exchanqe.

Prcvious period hgures have bccn r€grcuped/ re€lassifrod whcrevet nccessdy to conform to cufi€Nlt

period pres€ntation.

7.

9.

10.

By and on behalf of the Board of Dire.torsFor Muthoot Financ€ Limited

KochiFebrurry 14, 2020

M C George ffuthootChairman & \ly'hole Time Diteclor

DIN. r00018201