NON-CONVERTIBLE

operations including for our capital expenditure and working capital requirements. For further details, seesection titled “Objects of the Issue” beginning of the Prospectus. The fund requirement and deploymentis based on internal management estimates and has not been appraised by any bank or financial institution.The management will have significant flexibility in applying the proceeds received by us from the Issue.Further, as per the provisions of the Debt Regulations, we are not required to appoint a monitoring agencyand therefore no monitoring agency has been appointed for this Issue.GENERAL INFORMATIONOur Company was originally incorporated as a private limited company on March 14, 1997 under the provisionsof the Companies Act, 1956, with the name “The Muthoot Finance Private Limited”. Subsequently, by a freshcertificate of incorporation dated May 16, 2007, our name was changed to “Muthoot Finance Private Limited”.Our Company was converted into a public limited company on November 18, 2008 with the name “MuthootFinance Limited” and received a fresh certificate of incorporation consequent to change in status onDecember 02, 2008 from the Registrar of Companies, Kerala and Lakshadweep. Registered Office : MuthootFinance Limited, Muthoot Chambers, Opposite Saritha Theatre Complex, 2 nd Floor, Banerji Road, Kochi 682018 Kerala, India. • Tel: (91 484) 239 4712 • Fax: (91 484) 239 6506 • Website: www.muthootfinance.com •Email: cs@muthootgroup.com • For details of change in registered office, refer to the section titled “History andMain Objects” of the Prospectus. Registration : Registration Number: 011300. Corporate Identity Number:L65910KL1997PLC011300 issued by the Registrar of Companies, Kerala and Lakshadweep. Certificate ofregistration bearing number N. 16.00167 under Section 45IA of the RBI Act, 1934 from the RBI datedDecember 12, 2008 from the RBI to carry on the business of a non-banking financial institution withoutaccepting public deposits.Impersonation : As a matter of abundant precaution, attention of the investors is specifically drawn to theprovisions of sub-section (1) of section 68A of the Act, relating to punishment for fictitious applications.Minimum Subscription : Under the Debt Regulations, our Company is required to stipulate a minimumsubscription amount which it seeks to raise. The consequence of minimum subscription amount not beingraised is that the Issue shall not proceed and the entire application moneys received are refunded to theApplicants. If our Company does not receive the minimum subscription of 75% of the Base Issue i.e. ` 1,875million, prior to the Issue Closing Date, the entire subscription amount shall be refunded to the Applicantswithin 30 days from the date of closure of the Issue. If there is delay in the refund of subscription by more thaneight days after our Company becomes liable to refund the subscription amount, our Company will pay interestfor the delayed period, at rates prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act,1956.Utilisation of Issue proceedsOur Board of Directors certifies that: • all monies received out of the Issue shall be credited/transferred to aseparate bank account other than the bank account referred to in sub-section (3) of Section 73 of the Act; • detailsof all monies utilised out of the Issue referred above shall be disclosed under an appropriate separate headin our balance sheet indicating the purpose for which such monies have been utilised; • details of all unutilisedmonies out of the Issue, if any, shall be disclosed under an appropriate head in our balance sheet indicatingthe form in which such unutilised monies have been invested; and • we shall utilize the Issue proceeds onlyupon creation of security as stated in the Prospectus in the section titled “Issue Structure” of the Prospectus.• the Issue proceeds shall not be utilized towards full or part consideration for the purchase or any otheracquisition, inter alia by way of a lease, of any property.Issue Programme : The subscription list shall remain open at the commencement of banking hours and closeat the close of banking hours for the period as indicated, with an option for early closure or extension by suchperiod, as may be decided by the duly authorised committee of the Board constituted by resolution of the Boarddated July 25, 2011. In the event of such early closure of subscription list of the Issue, our Company shall ensurethat notice of such early closure is given on or before the day of such early date of closure through advertisement/s in a leading national daily newspaper.ISSUE OPENS ON MARCH 02, 2012ISSUE CLOSES ON MARCH 17, 2012CAPITAL STRUCTUREDetails of share capitalThe share capital of our Company as at date of the Prospectus is set forth below:Amount in `A Authorised share capital450,000,000 Equity Shares 4,500,000,0005,000,000 Redeemable Preference Shares of ` 1,000.00 each 5,000,000,000TOTAL 9,500,000,000B Issued, subscribed and paid-up share capital371,712,768 Equity Shares 3,717,127,680Changes in the authorised capital of our Company as on the date of the Prospectus:Details of increase in authorised share capital since incorporation For further details please refer to the Prospectus.Notes to capital structure For further details please refer to the Prospectus.Share holding pattern of our Company as on December 31, 2011 For further details please refer to the Prospectus.OBJECTS OF THE ISSUEIssue proceeds : Our Company has filed the Prospectus for a public issue of NCDs aggregating upto ` 2,500million with an option to retain over-subscription upto ` 2,500 million for issuance of additional NCDs aggregatingto a total of upto ` 5,000 million. The funds raised through this Issue will be utilised for our various financingactivities including lending and investments, to repay our existing liabilities or loans and towards our businessoperations including for our capital expenditure and working capital requirements and general corporatepurposes, after meeting the expenditures of and related to the Issue and subject to applicable statutory/regulatory requirements. The main objects clause of the Memorandum of Association of our Company permitsour Company to undertake its existing activities as well as the activities for which the funds are being raisedthrough this Issue.Monitoring of utilisation of funds : There is no requirement for appointment of a monitoring agency in termsof the SEBI Debt Regulations. The Board of Directors of our Company shall monitor the utilisation of theproceeds of the Issue. Our Company will disclose in the Company’s financial statements for the relevantfinancial year commencing from FY 2012, the utilisation of the proceeds of the Issue under a separate headalong with details, if any, in relation to all such proceeds of the Issue that have not been utilised thereby alsoindicating investments, if any, of such unutilised proceeds of the Issue.Interim use of proceeds : The management of the Company, in accordance with the policies formulated by itfrom time to time, will have flexibility in deploying the proceeds received from the Issue. Pending utilisationof the proceeds out of the Issue for the purposes described above, the Company intends to temporarily investfunds in high quality interest bearing liquid instruments including money market mutual funds, deposits withbanks or temporarily deploy the funds in investment grade interest bearing securities as may be approved bythe Board / Committee of Directors of the Company, as the case may be. Such investment would be inaccordance with the investment policy of our Company approved by the Board or any committee thereof fromtime to time.Utilisation of proceeds from the NCDs allotted to NRIs, if any : We propose to offer Option II, Option III and OptionIV NCDs for subscription, pursuant to the Issue, to NRIs only on a non-repatriable basis. Under the provisionsof the Foreign Exchange Management (Borrowing and Lending in Rupees) Regulations, 2000, any moniesborrowed from a person resident outside India cannot be used: (a) for any purpose except in ones own businessother than (i) the business of chit fund, (ii) as Nidhi Company, (iii) agricultural or plantation activities or realestate business; or construction of farm houses; or (iv) trading in Transferable Development Rights (TDRs); or(b) for any investment, whether by way of capital or otherwise, in any company or partnership firm or proprietorshipconcern or any entity, whether incorporated or not, or for the purpose of re-lending. To ensure compliance withthe above, our Company shall open and maintain a separate account with the Escrow Collection Bank(s) inconnection with all application monies received from NRIs, (“Special Account”). All application monies receivedfrom NRI applicants shall be deposited in the Special Account maintained with any of the Bankers to the Issue.Upon creation of security as disclosed in the Prospectus, the Escrow Collection Bank(s) shall transfer the moniesfrom the Special Account to a separate bank account, (“NRI Account”), which shall be different from the PublicIssue Account. Our Company shall at all times ensure that any monies kept in the Special Account and/or theNRI Account shall be utilised only in accordance with and subject to the restrictions contained in the ForeignExchange Management (Borrowing and Lending in Rupee) Regulations, 2000, and other applicable statutoryand/or regulatory requirements.Other confirmations : In accordance with the SEBI Debt Regulations, our Company will not utilise the proceedsof the Issue for providing loans to or acquisition of shares of any person who is a part of the same group as ourCompany or who is under the same management as our Company or any subsidiary of our Company. The Issueproceeds shall not be utilised towards full or part consideration for the purchase or any other acquisition, interalia by way of a lease, of any property. No part of the proceeds from this Issue will be paid by us as considerationto our Promoter, our Directors, Key Managerial Personnel, or companies promoted by our Promoter except inthe usual course of business. Further the Company undertakes that Issue proceeds from NCDs allotted to banksshall not be used for any purpose, which may be in contravention of the RBI guidelines on bank financing toNBFCs including those relating to classification as capital market exposure or any other sectors that areprohibited under the RBI regulations.STATEMENT OF TAX BENEFITS : For details please refer to the Prospectus.INDUSTRY : For details please refer to the Prospectus.OUR BUSINESSOverview : We are the largest gold financing company in India in terms of loan portfolio, according to the 2010update to the IMaCS Research & Analytics Industry Reports, Gold Loans Market in India, 2009 (“IMaCS IndustryReport, (2010 Update)”). For further details please refer to the Prospectus.HISTORY AND MAIN OBJECTSBrief background of our Company : For details please refer to the Prospectus.Main objects of our Company : For details please refer to the Prospectus.OUR MANAGEMENT : Board of Directors - The general superintendence, direction and managementof our affairs and business are vested in our Board of Directors. We have not appointed any ‘manager’ withinthe meaning thereof under the provisions of the Act. Under the Articles of Association, we are required to havenot less than three Directors and not more than 12 Directors. We currently have 8 Directors on the Board outof which 4 Directors, i. e. 50% of the total strength of Directors are independent directors. For further detailsplease refer to the Prospectus.OUR PROMOTERProfile of our Promoters : The following individuals are the Promoters of the Company: 1. M.G. George Muthoot;2. George Thomas Muthoot; 3. George Jacob Muthoot; and 4. George Alexander Muthoot; For additionaldetails on the age, background, personal address, educational qualifications, experience, experience in thebusiness of the Company, positions/posts held in the past, terms of appointment as Directors and otherdirectorships of our Promoters, For further details please refer to the Prospectus.8MUTHOOT FINANCE LIMITEDIN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS66. Prominent Notes : • This is a public issue of NCDs aggregating upto ` 2,500 million with an optionto retain over-subscription upto ` 2,500 million for issuance of additional NCDs aggregating to a totalof upto ` 5,000 million. • For details on the interest of our Company’s Directors, please refer to the sectionstitled “Our Management” and “Capital Structure” of the Prospectus. • Our Company has entered into certainrelated party transactions, within the meaning of AS 18 as notified by the Companies (AccountingStandards) Rules, 2006, as disclosed in the section titled “Financial Information” of the Prospectus. • Anyclarification or information relating to the Issue shall be made available by the Lead Managers and ourSUMMARY FINANCIAL INFORMATIONThe following tables present an extract of Reformatted Summary Financial Statements. The ReformattedSummary Financial Statements should be read in conjunction with the examination report thereon issued byour Statutory Auditors and statement of significant accounting policies and notes to accounts on the ReformattedSummary Financial Statements contained, For further details please refer to the Prospectus.ANNEXURE-I: REFORMATTED SUMMARY STATEMENT OF ASSETS AND LIABILITIES` In MillionsParticulars Sche- As at As at As at As at As at As atdule September March March March March MarchNo. 30, 2011 31, 2011 31, 2010 31, 2009 31, 2008 31, 2007I Fixed Assets IGross Block 2,911.60 2,463.34 1,691.09 1,482.66 1,215.25 646.37Less: Accumulated Depreciation/Amortization 760.69 627.77 449.04 320.76 222.74 149.48Net Block 2,150.91 1,835.57 1,242.05 1,161.90 992.51 496.89Capital Work in Progress 473.94 505.27 290.65 131.19 93.64 135.402,624.85 2,340.84 1,532.71 1,293.10 1,086.15 632.29II Investments II 75.05 75.05 75.05 85.31 183.43 242.15III Deferred Tax Assets, (Net) 5.06 (24.73) (-24.84) (-37.87) (-41.73) (-47.31)IVVCurrent Assets, Loans and AdvancesSundry Debtors III 159.37 53.94 33.45 40.95 34.92 21.66Cash and Bank Balances IV 13,322.22 13,754.95 5,759.92 8,825.32 2,580.38 563.21Other Current Assets V 6,521.71 5,919.68 2,408.14 1,658.09 967.91 787.06Loans and Advances VI 1,84,504.85 1,17,517.75 54,616.99 25,735.53 18,046.59 13,893.022,04,508.15 1,37,246.32 62,818.49 36,259.89 21,629.80 15,264.95A= (I+II+III+IV) 2,07,213.11 1,39,637.48 64,401.41 37,600.43 22,857.65 16,092.08Liabilities and ProvisionsSecured Loans VII 1,34,849.95 1,02,111.55 45,471.22 30,087.45 18,400.19 13,117.52Unsecured Loans VIII 37,717.95 17,274.31 7,334.03 1,568.48 752.87 709.00Current Liabilities IX 5,842.72 3,878.71 4,524.35 1,805.57 1,224.88 459.10Provisions X 2,682.22 3,031.00 1,229.90 524.46 348.65 214.43B=(V) 1,81,092.84 1,26,295.56 58,559.50 33,985.96 20,726.59 14,500.06NET WORTH A-B 26,120.27 13,341.92 5,841.92 3,614.47 2,131.07 1,592.03Net Worth Represented byShare CapitalXI- Equity Shares 3,717.13 3,202.13 3,010.00 490.00 50.00 50.00Reserves and Surplus- Securities Premium XII 10,570.78 2,364.77 - 755.00 275.00 275.00- Statutory Reserve XIII 2,794.04 1,982.02 993.67 538.52 343.08 215.89- Surplus/ (Deficit) in Profit and Loss Account XIV 9,043.25 5,795.20 1,841.79 1,918.75 1,555.50 1,052.04Miscellaneous Expenditure XV (4.93) (2.21) (3.54) (87.80) (92.51) (0.90)(to the extent not written off)NET WORTH 26,120.27 13,341.92 5,841.92 3,614.47 2,131.07 1,592.03ANNEXURE-II: REFORMATTED SUMMARY STATEMENT OF PROFITS AND LOSSES` In MillionsParticulars Sche- For the For the For the For the For the For thedule period year year year year yearNo. ended ended ended ended ended endedSeptember March March March March March30, 2011 31, 2011 31, 2010 31, 2009 31, 2008 31, 2007INCOMEInterest Income XVI 20,126.05 22,983.44 10,774.52 6,062.39 3,579.37 2,235.85Other Income XVII 119.39 175.24 119.28 141.63 107.01 103.80Total Income 20,245.44 23,158.68 10,893.80 6,204.02 3,686.38 2,339.65EXPENDITUREInterest Expense XVIII 9,858.76 10,326.44 4,737.28 3,097.70 1,797.99 998.95Personnel Expenses XIX 1,751.90 2,209.49 1,169.44 677.01 405.35 266.31Administrative & Other Expenses XX 2,322.82 2,638.99 1,190.43 727.93 390.21 284.96Salary to Whole Time Directors 96.00 192.00 192.23 120.90 48.90 48.90Depreciation 133.51 179.64 148.90 98.78 74.14 70.97Total Expenditure 14,162.99 15,546.57 7,438.27 4,722.32 2,716.59 1,670.09Profit/(Loss) before Tax and Prior Period Items 6,082.44 7,612.11 3,455.53 1,481.70 969.78 669.57Prior Period Items [ Expenses / (Income)] - - - - - -Net Profit/(Loss) before Tax 6,082.44 7,612.11 3,455.53 1,481.70 969.78 669.57Provision for taxCurrent Tax 2,052.17 2,670.45 1,192.81 507.94 336.07 207.68Deferred Tax Charge/(Credit) (29.79) (0.11) (13.03) (3.86) (5.58) 17.70Fringe Benefit Tax - - 0.42 3.32 4.40Total Tax Expense/(Credit) 2,022.38 2,670.34 1,179.78 504.50 333.82 229.78Net Profit/(Loss) for the period/year as per 4,060.06 4,941.76 2,275.75 977.20 635.97 439.79audited financialsAdjustments to the Financial Statements - 9.41 (4.46) (5.32) (1.23)Less: Deferred Tax Impact on Adjustments - - - - -considered aboveAdjustment of excess provision of income tax, - - 5.95 - -for earlier years written backNet Adjustments (Refer note C of Annexure IV) - - 9.41 1.49 (5.32) (1.23)Net Profit/(Loss) 4,060.06 4,941.76 2,285.16 978.69 630.65 438.56Less: Transfer to Statutory Reserve 812.01 988.35 455.15 195.44 127.19 87.96Surplus/ (Deficit) brought forward from 5,795.20 1,841.79 1,918.75 1,555.50 1,052.04 705.80previous period/yearImpact of reformatting of prior period expenses (4.36)relating to periods prior to 01.04.2006Surplus / (Deficit) available for Appropriation 9,043.25 5,795.20 3,748.76 2,338.75 1,555.50 1,052.04Appropriation:Issue of Bonus Shares - 1,765.00 420.00 - -Reduction on account of demerger of radio business - 141.98 - - -Surplus/ (Deficit) carried to Balance Sheet 9,043.25 5,795.20 1,841.79 1,918.75 1,555.50 1,052.04For further details please refer to the Prospectus.DISCLOSURES ON EXISTING FINANCIAL INDEBTEDNESSA. Details of Secured Borrowings: Our Company’s secured borrowings as onDecember 31, 2011 amount to ` 151,310.45 million. For further details pleaserefer to the Prospectus.B. Details of Unsecured Loans: For details please refer to the Prospectus.C. Restrictive Covenants under our Financing Arrangements: For details please referto the Prospectus.LEGAL AND OTHER INFORMATIONPENDING PROCEEDINGS AND STATUTORY DEFAULTSAs on the date of the Prospectus, there are no defaults in meeting statutory dues,institutional dues, and towards holders of instrument like debentures, fixed depositsand arrears on cumulative preference shares, etc, by our Company or by publiccompanies promoted by the Promoters and listed on the BSE or NSE. For furtherdetails please refer to the Prospectus.OTHER REGULATORY AND STATUTORY DISCLOSURESAuthority for the Issue : At the meeting of the Board of Directors of our Company,held on January 31, 2012 the Directors approved the issue of NCDs to the publicupto an amount not exceeding ` 7,000 million.Prohibition by SEBI : Our Company, persons in control of our Company and/or ourPromoters have not been restrained, prohibited or debarred by SEBI from accessingthe securities market or dealing in securities and no such order or direction is inforce. Further, no member of our promoter group has been prohibited or debarredby SEBI from accessing the securities market or dealing in securities due to fraud.Disclaimer Clause of the BSE : BSE LIMITED (“THE EXCHANGE”) HAS GIVEN VIDEITS LETTER DATED FEBRUARY 22, 2012, PERMISSION TO THIS COMPANY TO USETHE EXCHANGE’S NAME IN THIS OFFER DOCUMENT AS ONE OF THE STOCKEXCHANGES ON WHICH THIS COMPANY’S SECURITIES ARE PROPOSED TO BELISTED. THE EXCHANGE HAS SCRUTINIZED THIS OFFER DOCUMENT FOR ITSLIMITED INTERNAL PURPOSE OF DECIDING ON THE MATTER OF GRANTING THEAFORESAID PERMISSION TO THIS COMPANY. THE EXCHANGE DOES NOT IN ANYMANNER: a. WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS ORCOMPLETENESS OF ANY OF THE CONTENTS OF THIS OFFER DOCUMENT; OR b.WARRANT THAT THIS COMPANY’S SECURITIES WILL BE LISTED OR WILL CONTINUETO BE LISTED ON THE EXCHANGE; OR c. TAKE ANY RESPONSIBILITY FOR THEFINANCIAL OR OTHER SOUNDNESS OF THIS COMPANY, ITS PROMOTERS, ITSMANAGEMENT OR ANY SCHEME OR PROJECT OF THIS COMPANY. AND IT SHOULDNOT FOR ANY REASON BE DEEMED OR CONSTRUED THAT THIS OFFER DOCUMENTHAS BEEN CLEARED OR APPROVED BY THE EXCHANGE. EVERY PERSON WHODESIRES TO APPLY FOR OR OTHERWISE ACQUIRES ANY SECURITIES OF THISCompany to the investors at large and no selective or additional information would be available for asection of investors in any manner whatsoever. • Investors may contact the Registrar to the Issue, ComplianceOfficer, the Lead Managers for any complaints pertaining to the Issue. In case of any specific queries onallotment/refund, Investor may contact the Registrar to the Issue. • In the event of oversubscription to theIssue, allocation of NCDs will be as per the “Basis of Allotment” set out in the Prospectus. • Our EquityShares are listed on the NSE and BSE. • As of September 30, 2011, we had certain contingent liabilitiesnot provided for, amounting to ` 3,229.35 million. For further details please refer to the Prospectus.COMPANY MAY DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTEGATIONAND ANALYSIS AND SHALL NOT HAVE ANY CLAIM AGAINST THE EXCHANGEWHATSOEVER BY REASON OF ANY LOSS WHICH MAY BE SUFFERED BY SUCHPERSON CONSEQUENT TO OR IN CONNECTION WITH SUCH SUBSCRIPTION/ACQUISITION WHETHER BY REASON OF ANYTHING STATED OR OMITTED TO BESTATED HEREIN OR FOR ANY OTHER REASON WHATSOEVER.Disclaimer Clause of the RBI : THE COMPANY IS HAVING A VALID CERTIFICATE OFREGISTRATION DATED DECEMBER 12, 2008 ISSUED BY THE RESERVE BANK OFINDIA UNDER SECTION 45 IA OF THE RESERVE BANK OF INDIA ACT, 1934. HOWEVER,THE RBI DOES NOT ACCEPT ANY RESPONSIBILITY OR GUARANTEE ABOUT THEPRESENT POSITION AS TO THE FINANCIAL SOUNDNESS OF THE COMPANY ORFOR THE CORRECTNESS OF ANY OF THE STATEMENTS OR REPRESENTATIONSMADE OR OPINIONS EXPRESSED BY THE COMPANY AND FOR REPAYMENT OFDEPOSITS/ DISCHARGE OF LIABILITY BY THE COMPANY.Listing : The NCDs proposed to be offered in pursuance of the Prospectus will belisted on the BSE. We have received the in-principle approval datedFebruary 22, 2012 from the BSE. If permissions to deal in and for an officialquotation of our NCDs are not granted by the BSE, our Company will forthwithrepay, without interest, all moneys received from the applicants in pursuance ofthe Prospectus. Our Company shall ensure that all steps for the completion of thenecessary formalities for listing and commencement of trading at the stock exchangementioned above are taken within 15 working days from the date of allotment. Forthe avoidance of doubt, it is hereby clarified that in the event of non subscriptionto any one or more of the Options, such NCDs with Option(s) shall not be listed.Consents : For details please refer to the Prospectus.Expert Opinion : For details please refer to the Prospectus.Common form of Transfer : For details please refer to the Prospectus.Minimum Subscription : For details please refer to the Prospectus.Filing of the Draft Prospectus and Prospectus : The Draft Prospectus has been filedwith the Designated Stock Exchange in terms of Regulation 7 of the Debt Regulationsfor dissemination on their website. A copy of the Prospectus has been filed withthe ROC, Kerala and Lakshadweep, in terms of Sections 56 and 60 of the CompaniesAct, 1956. Debenture Redemption Reserve : For details please refer to the Prospectus.Issue Related Expenses : For details please refer to the Prospectus.Underwriting : This Issue has not been underwritten.Details regarding the Company and other listed companies under the same managementwithin the meaning of section 370(1B), which made any capital issue during the lastthree years : On May 03, 2011, our Company issued and allotted 51,500,000 equityshares at a price of ` 175 per such Equity Share, amounting to an aggregate of` 9,012,500,000 pursuant to an initial public offer under the SEBI (Issue of Capitaland Disclosure Requirements) Regulations, 2009 which opened on April 18, 2011and closed on April 21, 2011. The electronic credit of the equity shares to investorspursuant to the initial public offer was completed on May 04, 2011. There are nolisted companies under the same management within the meaning of Section370(1) (B) of the Companies Act, 1956.Commissions and Brokerage on previous issue : ` 151.25 million was incurred towardslead management fees, underwriting and selling commission in connection withthe public issue of 51,500,000 equity shares at a price of ` 175 per such EquityShare, pursuant to an initial public offer under the SEBI (Issue of Capital andDisclosure Requirements) Regulations, 2009. ` 127.74 million was incurred towardslead management fees, and selling commission in connection with the public issueof 6,932,813 secured non-convertible debentures of face value ` 1,000 eachissued at face value, pursuant to a public issue under the Debt Regulations.` 75.09 million was incurred towards lead management fees, and selling commissionin connection with the public issue of 4,593,198 secured non-convertible debenturesof face value ` 1,000 each issued at face value, pursuant to a public issue underthe Debt Regulations.Public / Rights Issues : On May 03, 2011, our Company issued and allotted 51,500,000equity shares at a price of ` 175 per such Equity Share, pursuant to an initial publicoffer under the SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009.Previous Issue : For details please refer to the Prospectus.Stock Market Data : For details please refer to the Prospectus.Debentures or bonds and redeemable preference shares and other instruments issuedby our Company and outstanding : There are certain debentures issued by ourCompany which are listed on the WDM segment of the NSE and bear ISINnumbers INE414G07027; INE414G07019; INE414G07035 and INE414G08181.No trade data is available since no trades have taken placed in these debenturesin NSE, since they were listed, on May 19, 2011.Dividend : Our Company has no stated dividend policy. The declaration and paymentof dividends on our shares will be recommended by our Board of Directors andapproved by our shareholders, at their discretion, and will depend on a number offactors, including but not limited to our profits, capital requirements and overallfinancial condition. The Company has not declared any dividend on its EquityShares in the last five financial years.Revaluation of assets : The Company has not revalued its assets in the last fiveyears.Mechanism for redressal of investor grievances : The MoU between the Registrar tothe Issue and our Company will provide for retention of records with the Registrarto the Issue for a period of at least 3 years from the last date of despatch of theAllotment Advice, demat credit and refund orders to enable the investors toapproach the Registrar to the Issue for redressal of their grievances. All grievancesrelating to the Issue may be addressed to the Registrar to the Issue, giving fulldetails such as name, address of the applicant, number of NCDs applied for,amount paid on application and the bank branch or collection centre where theapplication was submitted. The contact details of Registrar to the Issue are asfollows: Link Intime India Private Limited, C-13, Pannalal Silk Mills Compound, L.B.S.Marg, Bhandup (West), Mumbai 400 078, India.• Tel: (91 22) 2596 0320 • Fax: (9122) 2596 0329 • Toll Free: 1-800-22-0320 • Email: mfl.ipo@linkintime.co.in • InvestorGrievance Email: mfl.ipo@linkintime.co.in • Website: www.linkintime.co.in • ContactPerson: Sachin Achar • SEBI Registration No.: INR000004058. We estimate thatthe average time required by us or the Registrar to the Issue for the redressal ofroutine investor grievances will be 7 (seven) business days from the date of receiptof the complaint. In case of non-routine complaints and complaints where externalagencies are involved, we will seek to redress these complaints as expeditiouslyas possible. Rajesh A has been appointed as the Compliance Officer of ourCompany for this issue. The contact details of Compliance Officer of our Companyare as follows: Rajesh A., Muthoot Chambers, Opposite Saritha Theatre Complex,2nd Floor, Banerji Road, Kochi 682 018, Kerala, India. • Tel: (91 484) 353 5533 •Fax: (91 484) 2396506 • E-mail: cs@muthootgroup.com. Investors may contactthe Registrar to the Issue or the Compliance Officer in case of any pre-issue orpost Issue related issues such as non-receipt of Allotment Advice, demat credit,refund orders or interest on application money.Change in Auditors of our Company during the last three years : There has been nochange(s) in the Statutory Auditors of our Company in the last 3 (three) financialyears preceding the date of the Prospectus.MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION : For details pleaserefer to the Prospectus.DECLARATION : We, the Directors of the Company, certify that all the relevantprovisions of the Companies Act, 1956 and the guidelines issued by the Governmentof India or the guidelines issued by the Securities and Exchange Board of Indiaestablished under Section 3 of the Securities and Exchange Board of India Act,1992, as the case may be, have been complied with. We further certify that thedisclosures made in the Prospectus are true and correct and in conformity withSchedule II of the Companies Act, 1956, Schedule I of SEBI (Issue and Listing ofDebt Securities) Regulations, 2008, and the Listing Agreement to be executed withthe stock exchanges, and no statement made in the Prospectus is contrary to theprovisions of the Companies Act, 1956 or the Securities and Exchange Board ofIndia Act, 1992 or rules, guidelines and circulars issued thereunder.SIGNED BY ALL DIRECTORS:M. G. George Muthoot Whole Time Director and Chairman, George Thomas MuthootWhole Time Director, George Jacob Muthoot Whole Time Director, George AlexanderMuthoot Managing Director, P. George Varghese Independent Director K. John MathewIndependent Director, John K Paul Independent Director, George Joseph IndependentDirector • Date : February 23, 2012 • Place : Kochi, India.FOR FURTHER DETAILS, PLEASE REFER TO THE PROSPECTUS