REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE … › downloads › ipo...corporate restructuring...

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Private and Confidential- For Private Circulation only (This Disclosure Document/Private Placement Offer Letter is neither a Prospectus nor a Statement in Lieu of Prospectus) Dated: June 12, 2020 Schedule – I Disclosures as per SEBI (Issue and Listing of Debt Securities) Regulation, 2008 as amended (including Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 through notification dated October 12, 2012) and SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2015 through notification dated March 24, 2015), SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015, SEBI Circular CIR/IMD/DF/17/2011 dated September 28, 2011 and Form no. PAS-4 pursuant to Section 42 of the Companies Act, 2013 and Rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014

MUTHOOT HOMEFIN (INDIA) LIMITED Muthoot Homefin (India) Limited (the “Company” or “Issuer”) was incorporated at Ernakulam on August 26, 2011 as a public limited company under the provisions of the Companies Act, 1956. Our Company has obtained the certificate of registration dated May 19, 2014, bearing registration number 05.0112.14 by the National Housing Bank (“NHB”) to carry on the business of a housing finance institution without accepting public deposits in accordance with Section 29A of the National Housing Bank Act, 1987 (“NHB Act”). The CIN of the Company is U65922KL2011PLC029231. Registered Office: Muthoot Chambers, Kurians Tower, Banerji Road, Ernakulam North, Kochi - 682 018, Kerala, India. Tel: +91 484 6690 599 Corporate Office: Unit No 1201-1202, 12th Floor, A - Wing, Lotus Corporate Park, W. E. Highway, Goregaon East, Mumbai - 400 063, Maharashtra, India Tel: +91 22 3911 0900, +91 22 3911 0999; Fax: +91 22 39110931; E-mail: [email protected]; Website: www.muthoothomefin.com ISSUE BY WAY OF PRIVATE PLACEMENT BY MUTHOOT HOMEFIN (INDIA) LIMITED (THE “COMPANY” / “ISSUER”) OF SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF RS. 10,00,000 EACH WITH A BASE ISSUE OF RS 25 CRORE AND WITH A GREEN SHOE OPTION OF RS 25 CRORE AGGREGATING TO RS. 50 CRORES (THE “ISSUE”).

GENERAL RISKS

Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments. For taking an investment decision, the investors must rely on their own examination of the Company and the Issue including the risks involved. The Securities and Exchange Board of India (“SEBI”) does not take any responsibility for this Issue in any manner.

GENERAL DISCLAIMER

This Disclosure Document is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the Debentures to be issued by Muthoot Homefin (India) Limited. This Disclosure Document is for the exclusive use of the intended recipient(s) to whom it is addressed and delivered and it should not be circulated or distributed to third parties. It cannot be acted upon by any person other than to whom it has been specifically addressed. Multiple copies hereof given to the same person / entity shall be deemed to be offered to the same person. It has to be distinctly understood that this Information Memorandum should not in any way be deemed/construed to have been approved or vetted by SEBI and this issue is not recommended or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for which the debentures issued thereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum. However the company undertakes to file this Information Memorandum and/or Private Placement Offer Letter with the registrar of companies (through the online portal provided by the Ministry of corporate Affairs) and SEBI within 30 days from the date of circulation of the Private Placement Offer Letter as per the provisions of the Companies Act, 2013 and the rules there under.

ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Disclosure Document

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contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in the Disclosure Document is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this Disclosure Document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATING

CRISIL AA/POSITIVE Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk.

LISTING

The Debentures are proposed to be listed on BSE (the “Stock Exchange”).

ISSUE PROGRAMME

ISSUE OPENS ON: JUNE 16, 2020 ISSUE CLOSES ON: JUNE 16, 2020 The Company reserves the right to extend or close the Issue earlier from the aforesaid dates or change the Issue schedule including the Deemed Date of Allotment at its sole and absolute discretion, without giving any reasons or prior notice.

DEBENTURE TRUSTEE REGISTRAR TO ISSUE

MILESTONE TRUSTEESHIP SERVICES PRIVATE LIMITED Co Wrks Worli, PS56, 3rd floor, Birla Centurion Century Mills Compound, Pandurang Budhakar Marg Worli, Mumbai – 400 030 Maharashtra, India Tel: 91 22 6288 6119, +91 22 6288 6120 Email: [email protected] Investor Grievance Email: [email protected] Website: www.milestonetrustee.in Contact Person: Jagdish Kondur SEBI Regn. No.: IND000000544

,

LINK INTIME INDIA PRIVATE LIMITED C-101 1st Floor, 247 Park LBS Marg, Vikhroli (West) Mumbai- 400 083, Maharashtra, India Tel: +91 22 4918 6200 Fax: +91 22 4918 6195 Email: [email protected] Investor Grievance Email: [email protected] Contract person: Ganesh Jadhav Website: www.linkintime.co.in SEBI Regn. No.: INR000004058

ARRANGER TO THE ISSUE

EDELWEISS FINANCIAL SERVICES LIMITED

Edelweiss House, Off CST Road, Kalina, Mumbai 400 098, Maharashtra, India

Tel: +91 22 4086 3535 Fax +91 22 4086 3610

Email: [email protected] Website: www.edelweissfin.com

Contact Person: Lokesh Singhi SEBI Registration No.: INM0000010650

CIN: L99999MH1995PLC094641

mailto:[email protected]


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TABLE OF CONTENTS

Sr. No. Particulars

1. Definitions and Abbreviations

2. Issuer Information

3. A Brief summary of business/activities of the Issuer and its line of business

4. Brief history of the Issuer

5. Details of the Shareholding Pattern of the Company

6. Our Management

7. Details of auditors of the Company

8. Details of borrowings of the Company

9. Details of Promoters of the Company

10. Abridged version of Audited Standalone Financial information for at least last three years

11. Abridged version of Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (like Profit & Loss statement and Balance Sheet) and auditors qualifications, if any.

12. Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event, etc) at the time of issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities.

13. The names of the debenture trustee(s) and consent to the Issuer for his appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities.

14. 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

15. If the security is backed by a guarantee or letter of comfort or any other document / letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document.

16. Copy of consent letter from the Debenture Trustee

17. Names of all the recognised stock exchanges where the debt securities are proposed to be listed clearly indicating the designated stock exchange

18. Other details

19. Management’s Perception of Risk Factors

20. Undertakings by the Investor

21. Disclaimers

22. Disclosures pertaining to wilful default

23. Summary Term Sheet

24. Declaration

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1. DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Disclosure Document.

Term Description

Articles of Association

Articles of Association of the Company, as amended from time to time.

Board of Directors/Board

The Board of Directors of the Company and includes committee thereof.

Memorandum of Association

The Memorandum of Association of the Company, as amended from time to time.

Promoter(s) / Holding Company

Muthoot Finance Limited

Disclosure Document Offer Document / Information Memorandum / Private Placement Offer Letter / Offer Letter as per Form no. PAS-4 pursuant to Section 42 of the Companies Act, 2013 and Rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014

Issue Related Terms

Term Description

Affiliate (s)

Affiliate (s) shall mean with respect to any person, any other person directly or indirectly Controlling, Controlled by, or under direct, indirect or common Control with, such person.

AGM Annual General Meeting

Application Form The form in which an investor can apply for subscription to the Debentures.

BSE /Stock Exchange BSE Limited

Beneficial Owner(s) Holder(s) of the Debentures in dematerialized form as defined under section 2 of the Depositories Act.

CDSL Central Depository Services (India) Limited.

Credit Rating Agency CRISIL Limited

Events of Default The occurrence of any one of the events as mentioned in the Trust Deed and the Term Sheet shall constitute an Event of Default.

Debentures Secured Redeemable Non-Convertible Debentures (the “Debenture”/”NCDs”) of Face Value of Rs. 10,00,000/- each aggregating to Rs. 50 Crores including green shoe option of Rs. 25 Crores.

Debenture Trust Deed

Debenture Trust Deed between the Company and Milestone Trusteeship Services Private Limited (the Debenture Trustees) as stated in the Summary Term Sheet

Depository(ies) A depository registered with the SEBI under the Securities and Exchange Board of India (Depositories and Participant) Regulations, 1996, as amended from time to time, in this case being NSDL and CDSL.

Depositories Act The Depositories Act, 1996, as amended from time to time.

DP-ID Depository Participant Identification Number.

EGM Extra-ordinary General Meeting

Equity Shares Equity shares of the Company of face value of Re. 1 each.

FII Foreign Institutional Investor as defined under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014 and registered with the SEBI under applicable laws in India.

MFL Muthoot Finance Limited

NBFC Non Banking Financial Company

NHB National Housing Bank

NSDL National Securities Depository Limited.

NRI A person resident outside India, who is a citizen of India or a person of Indian origin and shall have the same meaning as ascribed to such term in the FEMA Regulations.

NSE National Stock Exchange of India Limited.

Disclosure Document

This Disclosure Document/Private Placement Offer Letter through which the Debentures are offered on private placement basis

PAN Permanent Account Number.

RBI Reserve Bank of India

Registered The Debenture holder whose name appears in the Register of Debenture Holders or in the beneficial

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Debenture Holder ownership record furnished by NSDL/CDSL for this purpose.

Register of Debenture Holders

The register maintained by the Company containing the name of Debenture holders entitled to receive coupon/redemption amount in respect of the Debentures on the Record Date, which shall be maintained at the Registered Office.

SCRA Securities Contracts (Regulations) Act, 1956.

SEBI The Securities and Exchange Board of India constituted under the SEBI Act, 1992.

SEBI Act The Securities and Exchange Board of India Act, 1992, as amended from time to time.

Working Days All days except Saturday, Sunday and any public holiday.

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2. ISSUER INFORMATION (i) REGISTERED OFFICE & CORPORATE OFFICE OF THE ISSUER

Registered Office Muthoot Chambers, Kurians Tower Banerji Road, Ernakulam North Kochi - 682 018 Kerala, India Tel: +91 484 6690 599 Email: [email protected] Website: www.muthoothomefin.com Corporate Office Unit No. 1201-1202, 12th Floor A - Wing, Lotus Corporate Park W. E. Highway, Goregaon East Mumbai - 400 063 Maharashtra, India Tel: +91 22 3911 0900, +91 22 3911 0999 Email: [email protected] Website: www.muthoothomefin.com (ii) COMPLIANCE OFFICER OF THE ISSUER: Ms. Jinu Mathen Putherikkal Building 2nd Floor, Market Road Kochi - 682 035 Kerala, India Tel: +91 484 669 0518 Email: [email protected] (iii) CFO OF THE ISSUER: Mr. Pandurang Kadam Unit No. 1201-1202, 12th Floor A - Wing, Lotus Corporate Park W. E. Highway, Goregaon East Mumbai - 400 063 Maharashtra, India Tel: +91 22 3911 0900, +91 22 3911 0999 Email: [email protected] (iv) DEBENTURE TRUSTEE Milestone Trusteeship Services Private Limited Co Wrks Worli, PS56 3rd Floor, Birla Centurion Century Mills Compound Pandurang Budhkar Marg Worli, Mumbai – 400 030 Maharashtra, India

http://www.muthoothomefin.com/

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(v) REGISTRAR TO THE ISSUE Link Intime India Private Limited C-101 1st Floor, 247 Park LBS Marg, Vikhroli (West) Mumbai- 400 083, Maharashtra, India Tel: +91 22 4918 6200 Fax: +91 22 4918 6195 Email: [email protected] Investor Grievance Email: [email protected] Contract person: Ganesh Jadhav Website: www.linkintime.co.in SEBI Regn. No.: INR000004058 (vi) CREDIT RATING AGENCIES TO THE ISSUE CRISIL Limited CRISIL House, Central Avenue Hiranandani Business Park, Powai Mumbai 400076, India Tel: + 91 22 3342 3000 Fax: +91 22 4040 5800 Website: www.crisil.com SEBI Registration Number: IN/CRA/001/1999 (vii) AUDITORS OF THE ISSUER Rangamani and Co., Chartered Accountants 1st Floor, 32/56 Pentecost Mission Lane Ambelipadam Road, Janatha Junction Vyttila, Kochi – 682 019 Kerala, India Tel: + 91 484 4034 486, + 91 477 2261 542 Email: [email protected] Contact Person: R. Sreenivasan Membership No.: 020566 Firm Registration Number: 003050S 3. A BRIEF SUMMARY OF THE BUSINESS/ ACTIVITIES OF THE ISSUER AND ITS LINE OF BUSINESS

(a) Overview We are a non-deposit taking housing finance company and were registered with the National Housing Bank (“NHB”) on May 19, 2014. We were incorporated on August 26, 2011 and are the wholly owned subsidiary of Muthoot Finance Limited (“MFL”), which is one of India’s largest gold financing companies by loan portfolio. Accordingly, we are a part of the group with a legacy of serving customers for over 130 years. We currently boast of a customer base consisting of 24,390 customers as at March 31, 2020. We focus on providing affordable housing loans to Lower Middle Income (“LMI”) groups and Economically Weaker Sections (“EWS”) of society in tier 2, tier 3 and tier 4 cities. Our customers comprise primarily informal and formally salaried workers and self-employed individuals. As on March 31, 2020, 62% of our loan portfolio consisted of loans made to salaried individuals, 1% of our loan portfolio consisted of loans made to individuals who are professionals or self-employed, and 37% of our loan portfolio consisted of loans made to individuals who are businessmen. As on March 31, 2020, we provided loans to customers located in 13 states and three union territory, namely Andhra Pradesh, Gujarat, Haryana, Karnataka, Kerala, Madhya Pradesh, Maharashtra, Punjab, Rajasthan, Telangana, Uttar Pradesh, Chandigarh, Delhi, Tamilnadu, Chattisgarh and Pondicherry. We source our customers directly through our in-house sales team, as well as through our channel partner. We have a robust marketing and branch network in order to market our products to our customers. Our branch network consisted of 107



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branches as on March 31, 2020. We also leverage the brand recognition of MFL, in order to expand our business and source our customers. Our branches aim at providing a fast and seamless customer experience with an emphasis on a single window interface for our customers. Our products are focused towards aiding our customers in arranging funds for purchase of a property, construction of new residential property, as well as for renovation, improvement and extension of existing residential property. These loan products are secured by creating a mortgage on the residential properties. In addition, we also provide our salaried customers with loans against property (“LAP”) by allowing them to mortgage their property with us. As on March 31, 2020, the total LAP provided by us was valued at Rs.19 crores and comprised of 1% of the total assets under management (“AUM”). We are promoted by Muthoot Finance Limited, which is in turn promoted by Mathai George George Muthoot, George Thomas Muthoot, George Jacob Muthoot and George Alexander Muthoot. George Thomas Muthoot, and George Alexander Muthoot continue to be associated with our Company and serve on our Board of Directors. Product Offering Our housing loan products are as follows:

Housing loan for purchase of a house, apartment, or flat: This loan product is intended to aid our customers in financing the purchase of a residential property that is currently under construction or complete. Customers can apply for a maximum loan of ₹5.00 million with a tenure extending up to 25 years.

Housing loan for home construction: This loan product is intended to aid our customers in financing the construction of a residential property on land that is owned by them. Customers can apply for a maximum loan of ₹5.00 million, with a tenure extending up to 25 years.

Composite loan: This loan product is intended to aid our customers in financing the purchase of land and the subsequent construction of a residential property on the aforementioned land. Customers can apply for a maximum loan of ₹5.00 million, with a tenure extending up to 25 years.

Home extension loans: This loan product is intended to aid our customers in financing the renovation or extension of an existing residential property owned by them. Customers can apply for a maximum loan of ₹5.00 million, with a tenure extending up to 20 years.

Home loan balance transfer and top up: This loan product is intended for disbursement to customers who have opted to shift their existing home loan products and for additional loan requirement from other financial institutions to our Company with or without additional loan, i.e. the top up loan. Under this product, customers can apply for disbursements cumulatively amounting to a maximum of ₹0.50 million, with a tenure extending up to 20 years for the home loan part and for 15 years for the top up part.

Top-up loans for extension or improvement of existing residential property: This loan product is intended to aid our customers in financing the renovation or extension of residential property owned by them, over and above any existing housing loan taken by them for this purpose. This loan product is intended to meet any unforeseen increases to the cost of the proposed extension or renovation of the residential property. In addition, the top-up loans can also be availed by borrowers for personal use as well. Customers can apply for a maximum loan of ₹5.00 million, with a tenure extending up to 15 years.

Housing loans for NRIs: This loan product is a multipurpose product and is intended for non-residential Indian customers. Customers can use the funds disbursed for a variety of purposes such as financing the purchase of a residential property under construction, completed property, financing the construction of a residential property on land owned by them, financing the purchase of land and the construction of a residential property on such land, and the extension, improvement or renovation of existing residential property. Customers can apply for a maximum loan of ₹5.00 million, with a tenure extending up to 15 years.

Housing loan for refinancing of property: This loan product is intended to aid customers in refinancing the purchase consideration of residential property that has already been purchased or acquired by them. In case of a completed residential property, customers can apply for this loan product within 12 months of the acquisition of the property. In case of a residential property that is under construction, customers can apply for this loan product within 12 months

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of their loan applications for financing the acquisition of the property. Customers can apply for a maximum loan of ₹0.99 million, with a tenure extending up to 20 years.

Our non-housing loan products are as follows:

Loan against property: This is a non-housing loan product intended at providing customers with funds by mortgaging an existing residential property that is currently occupied by them. Customers can use this loan for any purpose to suit their business or personal requirements. This loan product is targeted towards customers who are formal salaried employees. Customers can apply for a maximum loan of ₹2.50 million, with a tenure extending up to 20 years.

(b) Corporate Structure:

*Reflects MFL’s equity shareholding in the subsidiaries as at March 31, 2020. ^Muthoot Trustee Private Limited was incorporated on January 28, 2019 and has not commenced any business operations as on the date of this Disclosure Document. #Muthoot Asset Management Private Limited was incorporated on January 14, 2019 and has not commenced any business operations as on the date of this Disclosure Document.

Our Company does not have any subsidiaries as on the date of this Disclosure Document. (c) A summary of our key operational and financial parameters as at and for the year ended March 31, 2020 and March

31, 2019 on a standalone basis, under Ind AS, are as follows:

(Amount in Crores)

Parameters

As at and for the year ended


March 31, 2020 March 31, 2019

Networth 426.01 394.18

Total Debt: 1416.51 1538.20

of which – Non Current Maturities of Long Term Borrowing

1161.80 1211.56

Short term Borrowings 18.40 161.79

Current Maturities of Long Term Borrowing 236.31 164.85

Net Fixed Assets 8.37 8.07

Non-Current Assets 1686.67 1758.35

Cash and cash equivalents 66.19 40.39

Current Assets 123.73 140.44

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Current liabilities 22.94 12.23

Asset Under Management 1972.06 1900.59

Off Balance Sheet Assets 228.35 Nil

Interest Income 226.43 212.27

Interest Expense 141.45 115.67

Provisioning & Write-Offs 35.56 6.39

Profit After Tax 31.78 36.27

Gross NPA (%) 1.93% 0.74%

Net NPA (%) 1.33% 0.46%

Tier I Capital Adequacy Ratio (%) 50.46% 45.30%

Tier II Capital Adequacy Ratio (%) 0.83% 0.87%

A summary of our key operational and financial parameters on a standalone basis, under Ind AS, are as follows:

(Amount in Crores)

Parameters


March 31, 2018

Networth 207.90

Total Debt: 1346.66

of which – Non Current Maturities of Long Term Borrowing

904.95

Short term Borrowings 358.46

Current Maturities of Long Term Borrowing 83.25

Net Fixed Assets 4.24

Non-Current Assets 1241.52

Cash and cash equivalents 22.51

Current Assets 299.23

Current liabilities 11.58

Asset Under Management 1451.84

Off Balance Sheet Assets -

Interest Income 102.28

Interest Expense 50.40

Provisioning & Write-Offs 5.02

Profit After Tax 22.26

Gross NPA (%) 0.42%

Net NPA 0.36%

Tier I Capital Adequacy Ratio (%) 26.93%

Tier II Capital Adequacy Ratio (%) 0.73%

GROSS DEBT EQUITY RATIO OF THE COMPANY

Gross debt equity ratio of the company before raising securities 3.33

Gross debt equity ratio of the company after raising securities 3.44

(d) Project cost and means of financing, in case of funding of new projects : Not applicable

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a. A BRIEF HISTORY OF THE ISSUER

i. History: Our Company was incorporated as Muthoot Homefin (India) Limited on August 26, 2011 at Ernakulam, as a public limited company, under the provisions of the Companies Act, 1956 with corporate identity number U65922KL2011PLC029231. Our Company has obtained a certificate of registration dated May 19, 2014, bearing registration number 05.0112.14 by the NHB to carry on the business of a housing finance institution without accepting public deposits in accordance with Section 29A of NHB Act. ii. Capital Structure of the Company as on March 31, 2020:

(Amount in Rs.)

Aggregate value

Authorised share capital

150,000,000 Equity Shares of face value ₹10 each 1,500,000,000

Issued, subscribed and paid up Equity Share capital


Paid up equity share capital after the Issue


Securities premium account

Existing Securities Premium Account 2,146,806,508

This Issue will not result in any change of the paid up share capital and securities premium account of our Company.

iii. Change in share capital as on March 31, 2020 (for last five years): Authorized Share Capital and the changes therein:

Date of AGM/ EGM Alteration

July 3, 2015 Increase in the authorised share capital of our Company from ₹110,000,000 divided into 11,000,000 Equity Shares of ₹10 each to ₹500,000,000 divided into 50,000,000 Equity Shares of ₹10 each

August 22, 2016 Increase in the authorised share capital of our Company from ₹500,000,000 divided into 50,000,000 Equity Shares of ₹10 each to ₹1,000,000,000 divided into 100,000,000 Equity Shares of ₹10 each

August 20, 2018 Increase in the authorised share capital of our Company from ₹1,000,000,000 divided into 100,000,000 Equity Shares of ₹10 each to ₹1,500,000,000 divided into 150,000,000 Equity Shares of ₹10 each

(b) Equity Share Capital History of the Company as at March 31, 2020, for the last five years:

Date of allotment

No. of Equity Shares

Face value

(₹)

Issue price

(₹)

Nature of consideration

Nature of allotment

Cumulative No. of Equity

Shares

Cumulative Equity Share

capital (₹)

Cumulative Share Premium

Account (₹)

March 2, 2016

39,500,000 10 11.37 Cash Preferential allotment(1)

50,000,000 500,000,000 54,115,000

September 5, 2016

25,000,000 10 11.37 Cash Rights issue(2)

75,000,000 750,000,000 88,365,000

August 28, 2017

22,727,272 10 44 Cash Rights issue(3)

97,727,272 977,272,720 861,092,248

September 25, 2018


104,870,129 1,048,701,290 1,289,663,668

September 28, 2018


119,155,843 1,191,558,430 2,146,806,508

1. Preferential allotment of Equity Shares to MFL, authorised by way of a resolution of our Shareholders at their meeting held on February 13, 2016.

2. Allotment to MFL pursuant to a rights issue in the ratio of 1:2, authorised by way of a resolution passed by our Board at its meeting held on July 27, 2016.

3. Allotment to MFL pursuant to a rights issue, authorised by way of a resolution passed by our board at its meeting held on August 21, 2017.

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4. Allotment to MFL pursuant to a right issue, authorised by way of a resolution passed by our Board at its meeting held on September 20, 2018.

5. Allotment to MFL pursuant to a rights issue, authorised by way of a resolution passed by our Board at its meeting held on September 25, 2018.

(e) Details of any acquisitions or amalgamation in the last one year: There are no acquisition or amalgamation undertaken by our Company in the last one year.

(f) Details of any reorganization or reconstruction in the last one year: There are no reorganization or reconstruction undertaken by our Company in the last one year.

DETAILS OF THE SHAREHOLDING PATTERN AS ON MARCH 31, 2020 iv. Shareholding pattern of the Company as on March 31, 2020

Sr. No. Particulars Total No. of Equity Shares

No. of Shares in Demat form

Total Shareholding as % of total no. of Equity Shares

1. Promoter 119,155,837 119,155,837 99.99

2. Promoter Group 6 6 Negligible

3. Others Nil Nil Nil

Total 119,155,843 119,155,843 100.00

Note: none of the shares are pledged or encumbered by the promoters.

(b) List of Top 10 holders of Equity Shares of the Company as on March 31, 2020

Sr. No.

Name of Shareholder No. of Equity Shares held

No of Shares in Demat form

% of Share Holding

1 Muthoot Finance Limited 119,155,837 119,155,837 99.99

2 Mathai George George Muthoot * 1 1 Negligible

3 George Thomas Muthoot * 1 1 Negligible

4 George Jacob Muthoot * 1 1 Negligible

5 George Alexander Muthoot * 1 1 Negligible

6 Sara George * 1 1 Negligible

7 Susan Thomas * 1 1 Negligible

Total 119,155,843 119,155,843 100.00

* These are nominee shareholders

b. OUR MANAGEMENT The general supervision, direction and management of our Company, its operations and business are vested in the Board, which exercises its power subject to the provisions of the Articles of Association of our Company and the requirements of the applicable laws. The Articles of Association set out that the number of Directors in our Company shall not be less than the number prescribed as minimum or more than the maximum limit as specified by the Companies Act. The composition of the Board is in conformity with section 149 of the Companies Act. As on date of this Disclosure Document, our Company has 9 Directors including one woman Director, four Non-Executive Directors, three Independent Directors and one Executive Director. The following table sets forth details regarding the Board as on the date of this Disclosure Document: DETAILS OF DIRECTORS

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a) NAMES AND ADDRESSES OF THE DIRECTORS OF THE ISSUER AS ON MARCH 31, 2020

Name, Designation, Occupation, Term, Address

and Nationality

Age DIN Director of the Company Since

Other Directorships

George Alexander Muthoot Designation: Non-Executive Director Occupation: Business Term: Liable to retire by rotation Address: #39/4535, A/B, Plot No. G 343 Panampilly Nagar Ernakulam – 682 036 Kerala, India Nationality: Indian

64 00016787 26.08.2011 Muthoot Commodities Limited;

Muthoot Securities Limited; Marari Beach Resorts Private

Limited; Muthoot Insurance Brokers

Private Limited; Muthoot Marketing Services

Private Limited; MGM Muthoot Medical

Centre Private Limited; Muthoot Forex Limited; Geobros Properties and

Realtors Private Limited; Muthoot Infopark Private

Limited; Muthoot Finance Limited; Adams Properties Private

Limited; Muthoot Vehicle & Asset

Finance Limited; Muthoot M George Institute

of Technology; Muthoot Anchor House Hotels

Private Limited; Muthoot M. George Real

Estate Private Limited.

Anna Alexander Designation: Non – Executive l Director Occupation: Business Term: Liable to retire by rotation. Address: Muthoot House, G- 343, Panampilly Nagar Ernakulam – 682 036 Kerala, India Nationality: Indian

61 00017147 25.10.2018 Oxbow Properties Private Limited;

Unix Properties Private Limited;

Muthoot Developers Private Limited;

Muthoot M George Education Private Limited;

Varavade Plantations Private Limited;

Moroshi Plantations Private Limited;

Nerur Rubber and Plantations Private Limited;

Tarkali Rubber and Plantations Private Limited;

Rangana Rubber and Plantations Private Limited;

Maneri Rubber and Plantations Private Limited;

Amboli Rubber and Plantations Private Limited;

Geo Rubber and Plantations Private Limited;

Sawanthavadi Rubber and Plantation Private Limited;

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and Nationality


Other Directorships

Muthoot Holidays Private Limited;

Muthoot Forex Limited; Muthoot Vehicle & Asset

Finance Limited; and Muthoot Farms India Private

Limited.

George Thomas Muthoot Designation: Non-Executive Director Occupation: Business Term: Liable to retire by rotation Address: Muthoottu House, Miss East Road, Baker Hill Kottayam – 686 001 Kerala, India Nationality: Indian

69 00018281 26.08.2011 Muthoot M. George Real Estate Private Limited;

Muthoot M George Chits India Limited;

Muthoot Anchor House Hotels Private Limited;

Adams Properties Private Limited;

Muthoot Synergy Fund Limited;

Muthoot Health Care Private Limited;

Muthoot Vehicle & Asset Finance Limited;

Geobros Properties and Realtors Private Limited;

Muthoot Finance Limited; Juyathi Plantations Private

Limited; Avalegaon Plantations Private

Limited; Muthoot Leisure and

Hospitality Services Private Limited;

Muthoot M George Institute of Technology;

Marari Beach Resorts Private Limited;

Muthoot Broadcasting Private Limited;

Muthoot Holiday Homes and Resorts Private Limited;

M G M Muthoot Medical Centre Private Limited; and

Muthoot Infopark Private Limited.

Kuttickattu Rajappan Bijimon Designation: Non-Executive Director Occupation: Business Term: Liable to retire by rotation Address: Kuttikattu House, 36/943-B

50 00023071 30.09.2014 Belstar Microfinance Limited; Muthoot Forex Limited; Muthoot Money Limited Muthoot Securities Limited; Muthoot Commodities

Limited; Backdrop Advertising Private

Limited; MJBR Marketing and Financial

Services Private Limited; and Muthoot Royalex Forex

Services Private Limited.

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and Nationality


Other Directorships

East of Lissie hospital Journalist Road Ernakulam – 682 018 Kerala, India Nationality: Indian

Emgee Board and Paper Mills (P) Ltd

Alexander George Designation: Non-Executive Director Occupation: Business Term: Liable to retire by rotation Address: G-74, East of Kailash New Delhi – 110 065 Delhi, India Nationality: Indian

39 00938073 23.10.2017 Muthoot Asset Management Private Limited;

Muthoot Vault and Lockers Private Limited;

Muthoot Systems and Technologies Private Limited;

Mond Plantations Private Limited;

Kunkeshwar Plantations Private Limited;

Patgaon Plantations Private Limited;

Nerur Rubber and Plantations Private Limited;

Tarkali Rubber and Plantations Private Limited;

Unisom Rubber and Plantations Private Limited;

Muthoot Securities Limited; Muthoot Holidays Private

Limited; Muthoot Insurance Brokers

Private Limited; Muthoot Finance Limited; and Muthoot M George

Permanent Fund Ltd.

Eapen Alexander Designation: Whole Time Director Occupation: Business Term: Five years with effect from May 19, 2015 (Reappointed for a term of five years with effect from May 19, 2020) Address: Muthoot, G-343 Panampilly Nagar Ernakulam – 682 036 Kerala, India Nationality: Indian

32 03493601 19.05.2015 Ochira Developers Private Limited;

Kumbanad Developers Private Limited;

Mallappally Property Developers Private Limited;

Konni Building Developers Private Limited;

Thevara Builders and Infra Private Limited;

Kozhencherry Infra Developers Private Limited;

Muthoot Vault and Lockers Private Limited;

Muthoot Developers Private Limited;

Oxbow Properties Private Limited;

Vagade Plantations Private Limited;

Muthoot Leisure and Hospitality Services Private Limited;

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and Nationality


Other Directorships

Muthoot Money Limited; and Muthoot M George Chits India

Limited.

Jose Kurian Designation: Independent Director Occupation: Professional Term: Five years with effect from September 7, 2015 Address: 14A Summer Breeze Seasons Kuravankonam Thiruvananthapuram- 695 003 Kerala, India Nationality: Indian

73 07258367 07.09.2015 Nil

V. C. James Designation: Independent Director Occupation: Chartered accountant Term: Five years with effect from January 25, 2019 Address: 36/1857 Vadakkedam Shenoy Road Kaloor, Kaloor P. O Ernakulam - 682 017 Kerala, India Nationality: Indian

65 01398943 25.01.2019 Contour Readymix Private Limited

Jacob Kottakuzhiyil Varghese Designation: Independent Director Occupation: Chartered Accountant Term: 5 years with effect from May 03, 2019 Address: Flat No: 04, Mohana Building, Borla, Uttam Society, St. Anthony Road, Chembur,

64 07261140 03.05.2019 Gracy Synergy Homes Private Limited

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and Nationality


Other Directorships

Mumbai 400071, Maharashtra Nationality: Indian

George Alexander Muthoot, aged 64 years, is a Non- Executive Director of our Company. He has been associated with our company since incorporation. He holds a bachelor’s degree in commerce from Kerala University, where he graduated as a gold medallist. He is a fellow member of the Institute of Chartered Accountants of India. He has previously served as the Chairman of the Kerala Non-Banking Finance Companies Welfare Association. He is also the member secretary of Finance Companies Association, Chennai. He is the founder member for the Kochi chapter of Indus Entrepreneurs International and is currently a member of its core committee. He was awarded the Business Excellence Award 2009 by the Times of India group in customised Financial Services category and the ‘CA Business Leader Award 2013’ under financial services sector from the Institute of Chartered Accountants of India. Anna Alexander, aged 61 years, is a Non – Executive Director of our Company. She has been associated with our Company since October 2018. She holds a bachelor’s degree in commerce. George Thomas Muthoot, aged 69 years, is a Non- Executive Director of our Company. He has been associated with our Company since its incorporation. He has received the ‘Sustainable Leadership Award’ by the CSR congress in 2014. Kuttickattu Rajappan Bijimon, aged 50 years, is a Non – Executive Director of our Company. He has been associated with our Company since September 2014. He holds a bachelor’s degree in law from Mahatma Gandhi University, a bachelor’s degree in science from Mahatma Gandhi University and a master’s degree in business administration from Cochin University of Science and Technology. He is a fellow member of the Institute of Chartered Accountants of India, a certified associate of the Indian Institute of Banking and Finance and a fellow member of Certified Management Accountants, Institute of Sri Lanka. He started his career as a senior manager (finance) with Muthoot Bankers in 1996. Currently he is the chief general manager of MFL. Alexander George, aged 39 years, is a Non-Executive Director of our Company. He has been associated with our Company since October 2017. He holds a bachelor’s degree in commerce from University of Delhi and a master’s degree in business administration from Thunderbird, The Garvin School of International Management, Glendale, Arizona, USA. Eapen Alexander, aged 32 years, is the Whole time Director of our Company. He has been associated with our Company since May 2015. He holds a bachelor’s degree in economics from St. Xavier’s College, Mumbai University, a master’s degree in business administration from the Fuqua School of Business at Duke University, USA and a master’s degree in international political economy from the London School of Economics, UK. Jose Kurian, aged 73 years, is an Independent Director of our Company. He has been associated with our Company since September 2015. He holds a bachelor’s degree in science from University of Kerala and a master’s degree in structural engineering from Indian Institute of Technology, Delhi. He has also completed a post graduate diploma course in earthquake engineering from IISEE, Japan. He has been the president of Indian Concrete Institute and is currently a member of Indian Roads Congress and Indian Building Congress. V. C. James, aged 65 years, is an Independent Director of our Company. He has been associated with our Company since January 2019. He holds a bachelor’s degree in science from University of Kerala. He is a fellow member of the Institute of Chartered Accountants of India. He has, in the past, been a central council member of the Institute of Chartered Accountants of India, New Delhi and was the chairman of Southern India Chartered Accountants, Chennai. Currently, he is a senior partner at Sankar and Moorthy, Kochi. Jacob Kottakuzhiyil Varghese, aged 64 years, is an Independent Director of our Company. He has been associated with our Company since May 2019. He has 36 years of experience in Indian and foreign taxation, auditing and indirect and direct tax laws. He is a member of Institute of Chartered Accountants of India and Institute of Company Secretaries of India and practicing in the name of J.K. Varghese & Co., Chartered Accountants in Mumbai from 1983. He is a Board member and Treasurer of Haggai Institute-India for the last 10 years. He is the Chairman of St. Mary’s ICSE School, Koparkhairne, Navi Mumbai for the

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last 12 years. He is also the Director of Indira Institute of Business management, Sanpada, Navi Mumbai Change in Directors since last three years preceding the date of the Disclosure Document:

Name of Director Date of Change

Director of the

Company since

DIN Reason

Designation

Mathai George George Muthoot

30.08.2019 26.08.2011 00018201 Resignation Non- Executive

Director

Kariath George John 30.06.2019 07.09.2015 00951332 Cessation due

to death Independent Director

Jacob Kottakuzhiyil Varghese 03.05.2019 03.05.2019 07261140 Appointment Independent Director

V. C. James 25.01.2019 25.01.2019 01398943 Appointment Independent Director

Anna Alexander 25.10.2018 25.10.2018 00017147 Appointment Non-Executive Director

V. A Joseph 17.10.2018 16.02.2018 00181554 Resignation Independent Director

V. A. Joseph 16.02.2018 16.02.2018 00181554 Appointment Independent Director

Alexander George 23.10.2017 23.10.2017 00938073 Appointment Non – Executive Director

Confirmations

1. None of the Directors are identified as willful defaulters by the RBI, ECGC or any government authority. 2. Neither the Issuer nor any of its Promoters or Directors has been declared as a willful defaulter.

Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons NIL Debenture holding of Directors: As on the date of this Disclosure Document, none of our directors hold any debentures of the Company. Remuneration of the Directors

(₹in million)

Sr.No Name of Director FY20 FY 19 FY 18 Nature

1. George Alexander Muthoot Nil Nil Nil Sitting Fee

2. Anna Alexander Nil Nil Nil Sitting Fee

3. Mathai George George Muthoot Nil Nil Nil Sitting Fee

4. George Thomas Muthoot Nil Nil Nil Sitting Fee

5. Kuttickattu Rajappan Bijimon 0.245 0.22 0.13 Sitting Fee

6. Alexander George Nil Nil Nil Sitting Fee

7. Kariath George John Nil 0.245 0.105 Sitting Fee

8. Eapen Alexander 8.4 6.9 4.9 Remuneration

9. Jose Kurian 0.195 0.255 0.105 Sitting Fee

10. V. C. James* 0.185 Nil Nil Sitting Fee

11. Jacob Kottakuzhiyil Varghese 0.140 Nil Nil Sitting Fee

*V. C. James was appointed as an Independent Director on January 25, 2019 and accordingly no sitting fees was paid to him in Fiscal 2018 and 2019 c. DETAILS OF AUDITORS OF THE COMPANY

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i. Details of the auditor of the Company

Name Address Auditor since

Rangamani and Co., Chartered Accountants

1st Floor, 32/56 Pentecost Mission Lane Ambelipadam Road, Janatha Junction Vyttila, Kochi – 682 019 Kerala, India

January 3, 2013.

Details of changes in auditors since last three years: There have been no changes in the Statutory Auditors of our Company since last three years.

3. Details of Borrowings as on March 31, 2020 (a) Details of Secured Loan Facilities :

Name of Bank Nature of

Facility Sanction

Outstanding (in crores)

Repayment Date / Schedule

Security

Andhra Bank Term Loan 25.00 20.83 March 27, 2025 Pari passu charge Book Debts of the company

Axis Bank – TL I Term Loan 40.00 23.31 November 20, 2021

Pari passu charge Book Debts of the company

Axis Bank – TL II Term Loan 50.00 50.00 March 20, 2025 Pari passu charge Book Debts of the company

Bajaj Finance Limited

Term Loan 40.00 36.67 November 30, 2022


Canara Bank Term Loan 25.00 12.50 March 27, 2022 Pari passu charge Book Debts of the company

DCB Bank Term Loan 50.00 39.58 November 28, 2024


Dena Bank Term Loan 25.00 25.00 March 28, 2025 Pari passu charge Book Debts of the company

Federal Bank –TL I Term Loan 25.00 9.35 August 6, 2021 Pari passu charge Book Debts of the company

Federal Bank –TL II Term Loan 25.00 16.68 March 16, 2024 Pari passu charge Book Debts of the company

Federal Bank –TL III

Term Loan 25.00 18.76 September 29, 2024


Federal Bank –TL IV

Term Loan 30.00 27.00 July 30, 2024 Pari passu charge Book Debts of the company

HDFC Bank – TL I Term Loan 25.00 6.25 November 3, 2020


HDFC Bank – TL II Term Loan 25.00 14.06 June 30, 2022 Pari passu charge Book Debts of the company

IDBI Bank Term Loan 50.00 33.33 January 3, 2024 Pari passu charge Book Debts of the company

Indian Bank Term Loan 50.00 45.00 September 29, 2024


Karnataka Bank Limited – TL I

Term Loan 25.00 18.76 June 29, 2024 Pari passu charge Book Debts of the company

Karnataka Bank Limited – TL II

Term Loan 25.00 11.32 July 31, 2021 Pari passu charge Book Debts of the company

Kotak Mahindra Bank Limited

Term Loan 25.00 9.38 September 28, 2021


Oriental Bank of Commerce – TL I


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Oriental Bank of Commerce – TL II

Term Loan 100.00 100.00 December 31, 2026


Punjab and Sind Bank – TL I



Punjab and Sind Bank – TL II


Shinhan Bank Term Loan 25.00 8.33 March 16, 2021 Pari passu charge Book Debts of the company

Syndicate Bank – TL I

Term Loan 25.00 16.67 January 19, 2024 Pari passu charge Book Debts of the company

Syndicate Bank – TL II

Term Loan 25.00 20.83 March 09, 2025 Pari passu charge Book Debts of the company

Syndicate Bank – TL III


UCO Bank Term Loan 100.00 100.00 June 22, 2025 Pari passu charge Book Debts of the company

United Bank of India – TL I


United Bank of India – TL II



Union Bank of India



Indusind Bank Term Loan 50.00 40.00 March 12, 2020 Pari passu charge Book Debts of the company

Corporation Bank Term Loan 100.00 100.00 March 28, 2026 Pari passu charge Book Debts of the company

Catholic Syrian Bank Ltd


Total 1,166.33

ii. Details of Unsecured Loan Facilities : NIL (b) Details of Secured Non-Convertible Debentures : Our Company has made public issue of secured rated non-convertible debentures listed in BSE of face value of Rs. 1,000 each the details of which , as on March 31, 2020, are provided below -

Debenture Series Tenor Period for

Maturity

Coupon/ Effective yield in %

Amount outstanding as on 31st March 2020

(in Crores)

Dates of allotment

Redemption date/ Schedule

INE652X07019 24 Months 9.25% 21.47 13th May 2019 13th May 2021

INE652X07027 38 Months 9.50% 35.67 13th May 2019 13th July 2022



INE652X07050 38 Months 9.75% 29.10 13th May 2019 13th July 2022


INE652X07076 24 Months NA 15.68 13th May 2019 13th May 2021

INE652X07084 38 Months NA 37.27 13th May 2019 13th July 2022

INE652X07092 60 Months NA 8.98 13th May 2019 13th May 2024

INE652X07100 90 Months NA 18.19

13th May 2019 13th November

2026

Total 283.78

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(c) Company has raised Compulsory Convertible Debentures as below: NIL

(d) List of Top 10 Debenture holders as on March 31, 2020

Name Amount (in ₹ Crores)

GEORGE M ALEXANDER 5.00

GEORGE M JACOB 5.00

GEORGE M GEORGE 5.00

ASTRAL STERITECH PRIVATE LIMITED 3.00

JOSEPH SIMON E 1.50

THANKAMMA BABY 1.00

INDIRA VASUDEVAN 1.00

ARMAAN DABOO MALIK 1.00

SIVADASAN PILLAI G 0.81

RAHUL TALWAR 0.60

(e) The amount of corporate guarantee issued by the issuer along with name of the counter party (like name of the

subsidiary, JV entity, group company, etc) on behalf of whom it has been issued : NONE (f) Details of Commercial Paper as on March 31, 2020:

NIL

(g) Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference

Shares) as on March 31, 2020: NONE (h) Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, loans from any

bank or financial institutions, deposits, debt securities and other financial indebtedness including corporate guarantee issued by the Company, Statutory dues, Annual filing: NONE

(i) Details of outstanding borrowings taken / debt securities issued where taken / issued (a) for consideration other than

cash, whether in whole or part, (b) at premium or discount, or (c) in pursuance of an option

The Issuer has not issued any debt securities or has any outstanding borrowings taken: (i) for consideration other than cash, whether in whole or part; or (ii) in pursuance of an option as on March 31, 2020.

As on March 31, 2020, the Issuer has issued debt securities at a discount as per the table below:

Date of Issue

Product Code

No. of Debentures

Face Value (INR) Discount Per

Debenture (INR) Aggregate Discount

(INR)

NIL

As on March 31, 2020 the Issuer has issued the following debt securities at a premium value: NIL

Date of Issue Issue

Reference Number of Debentures

Face Value (INR)

Premium Per Debenture (INR)

Aggregate Premium

NIL

4. Details of Promoters of the Company :

(a) Details of Promoter holding in the Company as on March 31, 2020

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Name of Shareholders

Total no. of equity shares

No, of shares in demat form

Total Shareholding as % if total no. of equity shares

No of shares pledged

% of shares pledged with respect to shares owned

Muthoot Finance Limited

119,155,837 119,155,837 99.99% Nil Nil

5. Abridged version of Audited Consolidated (wherever available) and Standalone Financial information ( like Profit & Loss

statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications , if any.

Abridged version of Audited Standalone Financial information for last three years is enclosed as Annexure A

6. (a) Abridged version of Latest Audited / Limited Review Half Yearly consolidated (wherever available) and Standalone Financial Information (like Profit & Loss statement and Balance Sheet) and auditors’ qualifications, if any.

Not Applicable

(b) Related party transactions entered during the last three financial years immediately preceding the year of circulation of Disclosure Document including with regard to loans made or, guarantees given or securities provided:

Sl. No Name of Related Party Nature of Transaction FY20 FY 19 FY 18

1 Kuttickattu Rajappan Bijimon Sitting Fees 245,000 220,000 130,000

2 Kariath George John Sitting Fees - 245,000 105,000

3 Eapen Alexander Remuneration 8,400,000 6,900,000 4,900,000

4 Jose Kurian Sitting Fees 195,000 255,000 105,000

5 V. C. James Sitting Fees 185,000 - -

6 Jacob K. Varghese Sitting Fees 140,000 - -

7 Muthoot Finance Limited ICD taken 4,890,000,000 8,550,000,000 5,060,000,000

8 Muthoot Finance Limited ICD repaid 5,280,000,000 10,410,000,000 2,810,000,000

9 Muthoot Finance Limited Interest on ICD 34,475,958 107,046,577 14,043,081

10 Muthoot Finance Limited Rent on account of

infrastructure sharing 3,111,563 2,594,442 2,226,000

11 Muthoot Finance Limited Term loan availed - 2,500,000,000 -

12 Muthoot Finance Limited Term loan Repaid 2,500,000,000 - -

13 Muthoot Finance Limited Interest on account of

term loan availed 22,510,685 117,735,005 -

14 Muthoot Finance Limited Fixed Assets purchased - - 864,620

15 Term Loan from Directors Term loan availed - 200,000,000 990,000,000

16 Term Loan from Directors Term loan Repaid - 200,000,000 990,000,000

17 Term Loan from Directors Interest on account of

term loan availed

- 1,052,054 4,795,892

(c) Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of Disclosure Document and their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark. - NIL (d) Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company. - NIL

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7.

a) Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities: Subject to the risk factors mentioned under section 19 of this Disclosure Document titled ‘Management’s perception of risk factors’ and circumstances/situations that may arise there from, in our opinion, there are no material event/ development or change having implications on the financials/credit quality, which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities.

b) Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the Disclosure Document and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action: NIL

c) Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act, 2013 or any

previous company law in the last three years immediately preceding the year of issue of private placement offer cum application letter in the case of company and all of its subsidiaries, and if there were any prosecutions filed (whether pending or not), fines imposed, compounding of offences in the last three years immediately preceding the year of the private placement offer cum application letter and if so, section-wise details thereof for the company and all of its subsidiaries: NIL

d) Details of acts of material frauds committed against the company in the last three years, if any, and if so, the action taken by the company.

Sl. No Financial Year Details of Fraud Action taken by the Company

1

2017-18

No fraud of material nature was committed against the company other than frauds committed by customers and staff and third party amounting to ₹ 2.90 crores

Company has filed FIR/Police complaints in all these accounts

2

2018-19

No fraud of material nature was committed against the company other than frauds committed by staff and customers of the company cumulatively amounting to ₹40.26 lakhs

Company has filed FIR/Police complaints in all these accounts

3

2019-20

NIL

NIL

8. The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given his consent to the Issuer for his appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities.

The Issuer has received the consent of Milestone Trusteeship Services Private Limited to act as the Trustees on behalf of the Debenture Holders.

9. 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. The rating rationale/letter adopted/issued by the Rating Agency is enclosed as Annexure B.

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10. If the security is backed by a guarantee or letter of comfort or any other document / letter with similar intent, a copy

of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document: The Security is not backed by a guarantee or letter of comfort or any other document.

11. Copy of consent letter from the Debenture Trustee shall be disclosed.

The copy of consent letter from Debenture Trustee is enclosed as Annexure C

12. Names of all the recognised stock exchanges where the debt securities are proposed to be listed clearly indicating the designated stock exchange

The Debentures are proposed to be listed on BSE. The designated stock exchange is BSE.

13. Other details

(a) Debenture Redemption Reserve

The Debenture Redemption Reserve shall be as per the provisions of the Companies Act, 2013 and the applicable Rules as amended from time to time specified for Housing Finance Companies

(b) Name and address of the Valuer who performed valuation of the security offered is not applicable in this case.

(c) Issue/instrument specific regulations - relevant details (Companies Act, RBI guidelines, etc).

a. The Companies Act, 2013 and the applicable Rules as amended from time to time; b. Housing Finance Companies Issuance of Non-Convertible Debentures on private placement basis (NHB)

Directions, 2014 c. SEBI (Issue and Listing of Debt Securities) Regulation, 2008 as amended from time to time; d. SEBI (Listing Obligation & Disclosure requirement) Regulations, 2015 and amendments thereafter; e. SEBI Circular CIR/IMD/DF/17/2011 dated September 28, 2011; f. SEBI Circular CIR/IMD/DF/17/2013 dated October 22, 2013; g. SEBI Circular CIR/IMD/DF/18/2013 dated October 29, 2013 to the extent applicable; h. SEBI Circular CIR/MRD/DRMNP/35/2013 dated December 05, 2013 and amendments thereafter; i. SEBI Circular CIR/IMD/DF-1/122/2016 dated November 11,2016 and amendments thereafter. j. SEBI Circular CIR/IMD/DF-1/ 67 /2017 dated June 30, 2017 and SEBI Circular CIR/DDHS/P/59/2018 dated

March 28, 2018.

(d) Application for the Debentures The Issuer proposes to issue the Debentures on the terms as set out in this Disclosure Document subject to the provisions of

the Companies Act, the SEBI (Issue and Listing of Debt Securities) Regulations and other applicable laws. This section applies

to all applicants.

Mode of bidding: The Debentures are proposed to be issued in the closed bidding mode in accordance with the SEBI EBP

Circulars read with the BSE EBP Operational Guidelines. There are two modes of bidding prescribed by the SEBI EBP Circulars

read with the BSE EBP Operational Guidelines, namely: (a) open bidding; and (b) closed bidding. Under closed bidding there

shall be no real time dissemination of bids on the EBP.

Who can Apply Nothing in this Disclosure Document shall constitute and/or deem to constitute an offer or an invitation to an offer, to be made to the Indian public or any section thereof through this Disclosure Document, and this Disclosure Document and its contents should not be construed to be a prospectus under the Companies Act. The following categories of investors, when specifically approached, are eligible to apply for this private placement of Debentures

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Individuals

Hindu Undivided Family

Trust

Limited Liability Partnerships

Partnership Firm(s)

Portfolio Managers registered with SEBI

Association of Persons

Companies and Bodies Corporate including Public Sector Undertakings.

Commercial Banks

Regional Rural Banks

Financial Institutions

Insurance Companies

Mutual Funds

FPIs /FIIs,/sub-accounts of FIIs

Any other investor eligible to invest in these Debentures

All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. This Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed and only such recipients are eligible to apply for the Debentures. Furthermore, NRIs, OCBs, FIIs, FPIs and other persons resident outside India are not eligible to apply for or hold the Debentures.

HOW TO BID:

All Eligible Investors will have to register themselves with BSE’s Bond Platform offered by BSE for participating in electron ic

book building mechanism. It is a one-time exercise (if not already registered). Eligible Investors should refer to the BSE EBP

Operational Guidelines for issuance of debt securities on private placement basis through an electronic book mechanism as

available on the website of BSE. Eligible Investors will also have to complete the mandatory know-your-customer verification

process. Eligible Investors should refer to the SEBI EBP Circular. (a) The details of the Issue shall be entered on the EBP by the

Issuer at least 2 (two) working days prior to the Issue Opening Date, in accordance with the SEBI EBP Circulars read with the

BSE EBP Operational Guidelines. (b) The Issue will be open for bidding for the duration of the bidding window that would be

communicated through the Issuer’s bidding announcement on the EBP, at least 1 (one) working day before the start of the

Issue Opening Date. Some of the key guidelines in terms of the current SEBI EBP Circulars read with the BSE EBP Operational

Guidelines, are as follows:

a. Modification of Bid: Eligible Investors may note that modification of bid is allowed during the bidding period. However,

in the last 10 minutes of the bidding period, revision of bid is only allowed for improvement of yield and upward revision

of the bid size.

b. Cancellation of Bid: Eligible Investors may note that cancellation of bid is allowed during the bidding period. However,

in the last 10 minutes of the bidding period / window, no cancellation of bids is permitted.

c. Multiple Bids: Eligible Investors may note that multiple bids are permitted.

d. Withdrawal of Issue: The Issuer may, at its discretion, withdraw the issue process on the following conditions: (i) Non-

receipt of bids up to the issue size; (ii) The bidder has defaulted on payment towards the allotment, within the stipulated

time frame, due to which the Issuer is unable to fulfil the issue size; (iii) The cut-off yield entered by the bidder is higher

than the estimated cut-off yield disclosed to the EBP. Provided that the Issuer shall accept or withdraw the Issue on the

EBP within 1 (one) hour of the closing of the bidding window, and not later than 6 pm on the Issue Closing Date.

However, Eligible Investors should also refer to the SEBI EBP Circulars read with the NSE EBP Operational Guidelines, as

prevailing on the date of the bid.

PROVISIONAL / FINAL ALLOCATION:

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Allocation shall be made on a yield-time priority basis. Post completion of bidding process, the Issuer will upload the provisional

allocation on the BSE EBP Platform. Once the allocation is done then the successful bidders can see their respective allocations

on the allocation report generated by the BSE EBP Platform.

PAYMENT MECHANISM:

Subscription should be as per the final allocation made to the successful bidder as notified by the Issuer. Successful bidders

should pay-in the subscription amount in to the Bank Account of Clearing Corporation on or before 10.30 am on the Pay-in

Date, the details of which have been provided in this Disclosure Document. Successful bidders should ensure that they pay

from the bank accounts that they have registered with the BSE EBP Platform at the time of registration. Note: If the successful

bidders fail to pay the subscription monies within the time prescribed, their bid will be liable to be rejected and the Issuer shall

be not be liable to issue and allot any debentures to such bidders.

Subscription monies will be paid out from the Clearing Corporation Account into the Issuer Account. This transfer will be done

in accordance with the procedure prescribed by the SEBI EBP Circulars read with the BSE EBP Operational Guidelines.

Cheque(s), demand draft(s), Money orders, postal orders will not be accepted. The bank with which the Clearing Corporation

Account is existing assumes no responsibility for any applications lost in mail. Applications should be for the number of

Debentures applied by the investor. Applications not completed in the said manner are liable to be rejected. The applicant or

in the case of an application in joint names, each of the applicant, should mention his/her PAN details, or where the same has

not been allotted, the GIR No. and the income tax circle/ward/district. As per the provision of Section 139A (5A) of the Income

Tax Act, PAN/GIR No. needs to be mentioned on the tax deducted at source certificates. Hence, the investor should mention

his PAN/GIR No. In case neither the PAN nor the GIR Number has been allotted, the applicant shall mention “Applied for” nor

in case the applicant is not assessed to income tax, the applicant shall mention ‘Not Applicable’ (stating reasons for non-

applicability) in the appropriate box provided for the purpose. Application forms without this information will be considered

incomplete and are liable to be rejected. All applicants are requested to tick the relevant column “Category of Investor” in the

application form.

Application by Banks/Corporate Bodies/Mutual Funds/FIs/Trusts/Statutory Corporations The applications must be accompanied by certified true copies of (i) memorandum and articles of association/constitution/bye-laws/trust deed; (ii) resolution authorizing investment and containing operating instructions; and (iii) specimen signatures of authorized signatories; Application made by an Asset Management Company or custodian of Mutual Fund shall clearly indicate the name of the concerned scheme for which application is being made. Application under Power of Attorney A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signatures of all authorised signatories must be lodged along with the submission of the completed Application Form. Further, modifications/additions in the power of attorney or authority should be delivered to the Company at its Office.

PAN Each of the applicants should mention his/her/their PAN allotted under the IT Act. Applications without this will be considered incomplete and are liable to be rejected. Basis of Allotment The Company has the sole and absolute right to allot the Debentures to any applicant. Right to Accept or Reject Applications The Company is entitled at its sole and absolute discretion to accept or reject any application, in part or in full, without assigning any reason. Application Forms that are not complete in all respects shall be rejected at the sole and absolute discretion of the Company. Payment of Coupon Coupon will be paid only to the Debenture holders registered in the Register of Debenture holders or to the Beneficial Owners. Coupon on the Debentures, if any shall be payable quarterly for three years. The determination of the persons entitled to receive Coupon in respect of the Debentures (i.e., persons whose names are registered in the register of Debenture holders or the Depositories’ record) shall be made on the Record Date. In the case of joint holders of Debentures, Coupon shall be payable to the first named Debenture holder.

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Redemption The entire principal amount of the Debentures will be repaid, on or before the Redemption Date. No surrender of debentures by the debenture holders will be allowed prior to the redemption date. The Debentures held in the dematerialised form shall be taken as discharged on payment of the redemption amount by the Company on maturity to the registered debenture holders whose name appears in the Register of debenture holders on the record date. Such payment will be a legal discharge of the liability of the Company towards the debenture holders. On the Company dispatching the amount as specified above in respect of the Debentures, the liability of the Company shall stand extinguished. The Company's liability to the debenture holders towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events. Further the Company will not be liable to pay any Coupon or compensation from the dates of such redemption. Right to Re-purchase and Re-issue the Debentures The Company will have power, exercisable at its sole and absolute discretion from time to time, to re-purchase a part or all of its Debentures from the secondary markets or otherwise, at any time prior to the Redemption Date, subject to applicable law and in accordance with the applicable guidelines/regulations, if any. In the event of a part or all of its Debentures being repurchased as aforesaid or redeemed under any circumstances whatsoever, the Company shall have, and shall be deemed always to have had, the power to reissue the Debentures either by reissuing the same Debentures or by issuing other debentures in their place. Further the Company, in respect of such re-purchased/re-deemed Debentures shall have the power, exercisable either for a part or all of those Debentures, to cancel, keep alive, appoint nominee(s) to hold or reissue at such price and on such terms and conditions as it may deem fit and as permitted by law. Right to further issue the Debentures

Company reserves right to make multiple issuances under the same ISIN with reference to SEBI Circular CIR/IMD/DF-1/ 67 /2017 dated June 30, 2017 and SEBI Circular CIR/DDHS/P/59/2018 dated March 28, 2018. 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 in line with SEBI Circular CIR/IMD/DF-1/ 67 /2017 dated June 30, 2017 and SEBI Circular CIR/DDHS/P/59/2018 dated March 28, 2018. Place, Currency and Mode of Payment All obligations of the Company on the Debentures including Coupon, are payable at Mumbai in Indian rupees only. The payments will be made through cheques or RTGS/NEFT/Fund Transfer mode. Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form. The trading in Debentures will be in dematerialized mode only. The Company has made arrangements with the depositories for the issue of the Debentures in dematerialised form. Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act. The Depository Participant’s name, DP-ID and beneficiary account number must be mentioned at the appropriate place in the Application Form. The Company shall take necessary steps to credit the Debentures allotted to the depository account of the investor. Succession In the event of demise of a Registered Debenture holder of the Debentures, or the first holder in the case of joint holders, the Company will recognize the executor or administrator of the demised Debenture holder or the holder of succession certificate or other legal representative of the demised Debenture holder as the Registered Debentures holder of such Registered Holder’s Debentures if such a person obtains probate or letter of administration or is the holder of succession certificate or other legal representation, as the case may be, from a Court in India having jurisdiction over the matter and delivers a copy of the same to the Company. The Company may in its absolute discretion, where it thinks fit, dispense with the production of the probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debentures standing in the name of the demised Debenture holder(s) on production of sufficient documentary proof or indemnity. In case a person other than individual holds the Debentures, the rights in the Debentures shall vest with the successor acquiring interest therein, including liquidator or such any person appointed as per the applicable law. Notices

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The notices, communications and writings to the Debenture holder(s) required to be given by the Company shall be deemed to have been given if sent by registered post/courier to the Registered Debenture holder(s) at the address of the Debenture holder(s) registered with the Corporate Office. All notices, communications and writings to be given by the Debenture holder(s) shall be sent by registered post or by hand delivery to the Company at its Corporate Office or to such persons at such address as may be notified by the Company from time to time and shall be deemed to have been received on actual receipt of the same. Rights of Debenture holders The Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available to them under the Companies Act. The Debenture shall not confer upon the holder the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Company. Modifications of Rights The rights, privileges and conditions attached to the Debentures may be varied, modified or abrogated upon a Special Request or by a Special Resolution duly passed at the meeting of the Debenture holders convened in accordance with the provisions set out in the Fifth Schedule of the Debenture Trust Deed. Future Borrowings Subject to the applicable regulations, the Company shall be entitled, from time to time, to make further issue of Debentures, other debt securities (whether pari passu or junior to the Debentures) and other instruments and securities to any person or persons including to the public or a section of the public and/or members of the Company and/or to raise further loans, advances and/or avail further financial and/or guarantee facilities from financial institutions, banks and/or any other person(s) without any further approval from or notice to the Debenture holders/Debenture Trustee. Tax Benefits A debenture holder is advised to consider the tax implications in respect of subscription to the Debentures after consulting his tax advisor. Coupon Cheques/Refund Cheques Loss of Coupon cheques/ refund cheques should be intimated to the Company immediately. Upon receipt of request for issue of duplicate Coupon cheques/refund cheques, the Company shall consider the same and such issue of duplicate cheques shall be governed by applicable law and any other conditions as may be prescribed by the Company. Debenture Trustee The Issuer has received the consent of Milestone Trusteeship Services Private Limited to act as the Trustees on behalf of the Debenture Holders. All the rights and remedies of the Debenture holders shall vest in and shall be exercised by the Debenture Trustee without referring to the Debenture holders. All investors are deemed to have irrevocably given their authority and consent to Milestone Trusteeship Services Private Limited to act as their debenture trustee and for doing such acts and signing such documents to carry out their duty in such capacity. Any payment by the Company to the Debenture Trustee on behalf of the Debenture holders shall discharge the Company pro tanto to the Debenture holders. Resignation/retirement of the Debenture Trustee shall be as per terms of the trust deed executed between the Company and the Debenture Trustee. A notice in writing to the Debenture holders shall be provided for the same. Valuation Agency

Not Applicable

Anti-Money Laundering Since these debentures are issued in “compulsory demat mode” and the Company uses depository system for allotment of the debentures, KYC checks conducted by depository participants at the time of accepting the customer or transaction under the prevention of money laundering policy adopted by depositories or depository participant shall be considered adequate irrespective of risk level of the customer or transaction. However, as a matter of a good practice, Company may examine transactions/clients that may fall under “suspicious transactions” category as defined under Prevention of Money Laundering Act, 2002 and seek further information from the clients. 19. MANAGEMENT’S PERCEPTION OF RISK FACTORS

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Potential investors should consider carefully all the risk factors in this Disclosure Document for evaluating the Issuer and its business and the Debentures before making any investment decision relating to the Debentures. Unless the context requires otherwise, the risk factors described below apply to the Issuer only. If any one of the following stated risks actually occurs, the Issuer’s business, financial conditions and results of operations could suffer and, therefore, the value of the Issuer’s Debentures could decline. Unless specified or quantified in the relevant risk factors, the Issuer is not in a position to quantify the financial or other implications of any risk mentioned herein below: 1. Our business has been growing consistently in the past. Our inability to maintain the growth may have a material

adverse effect on our business, results of operations and financial condition. Our business has steadily expanded in the three- fiscal years ended March 31, 2020, March 31, 2019 and March 31, 2018. As at March 31, 2020, March 31, 2019 and March 31, 2018 our total outstanding loans stood at ₹ 17,437.08 million, ₹ 19,005.93 million, and ₹ 14,518.42 million respectively and our assets under management were ₹ 19,720.63 million, ₹ 19,005.93 and million, ₹ 14,518.42 million, our revenue from operations was ₹ 2,847.54 million, ₹ 2,240.22 million and ₹ 1,163.85 million respectively, and our profit after tax was ₹ 317.77 million, ₹ 362.65 million and ₹ 222.56 million respectively . Our revenue from operations and profit after tax grew at a CAGR of 27.11 % and -12.38 % respectively, from fiscal year-period ended March 31, 2020 to fiscal year-period ended March 31, 2019. Our growth strategy includes increasing the number of loans we extend, diversifying our product portfolio and expanding our customer base. There can be no assurance that our growth strategy will continue to be successful or that we will be able to continue to expand further or diversify our product portfolio. In order to maintain our growth in the future, we will, inter alia, need to continue to focus on: (i) raising funds at optimum costs; (ii) our managerial, technical and operational capabilities; (iii) the appropriate allocation of our resources; and (iv) our information and risk management systems. In addition, we may be required to manage relationships with a greater number of customers, third party agents, lenders and other parties. Further, we cannot assure you that we will not experience issues such as capital constraints and capital at an appropriate rate, difficulties in expanding our existing business and operations, and hiring and training of new personnel in order to manage and operate our expanded business. Any or a combination of some or all of the above-mentioned factors may result in a failure to maintain the growth of our loan portfolio which may in turn have a material adverse effect on our business, results of operations and financial condition. 2. As an HFC, we face the risk of default and non-payment by borrowers. Any such defaults and

non-payments would result in write-offs and/or provisions in our financial statements which may have a material adverse effect on our profitability and asset quality.

Any lending activity is exposed to credit risk arising from the risk of default and non-payment by borrowers. Our Asset Under Management (AUM) outstanding loan portfolio has grown at a CAGR of 3.76% % from ₹ 19,005.93 million as of March 31, 2019 to ₹ 19,720.63 million as of March 31, 2020. The size of our loan portfolio is expected to continue to grow as a result of our expansion strategy. As our portfolio expands, we will be exposed to an increasing risk of defaults. Any negative trends or financial difficulties among our borrowers could increase the level of NPAs in our portfolio and adversely affect our business and financial performance. The borrowers may default on their repayment obligations due to various reasons including insolvency, lack of liquidity, operational failure, and other reasons. We rely on our field officers to recover outstanding dues in the event of a default and such field officers may not be successful in recovering outstanding dues. Our recovery procedure entails sending out multiple reminders to defaulting customers including visits to their place of residence or work. In the event that the customer does not rectify the default and pay the amount demanded, we initiate legal action by issuing dunning letters. We also undertake action under the SARFAESI Act, and issue demand notices to defaulting customers and guarantors, and also issue notice to any parties seeking to acquire any of the properties that are the subject matter of our loans and intended to secure our loans. Additionally, we also take possession of the residential property that is the subject matter of the defaulted loan and recover our dues by selling the same in the open market via auction. In certain cases, we also institute legal proceedings under Section 138 of the Negotiable Instruments Act, 1881 (“NI Act”). However, any delay in enforcing the collateral due to delays in enforcement proceedings before courts of an appropriate

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forum, or otherwise could expose us to potential losses. Any such defaults and non-payments would result in write-offs and/or provisions in our financial statements which may materially and adversely affect our profitability and asset quality. In deciding whether to extend credit to or enter into transactions with customers and counterparties, we rely largely on information furnished by or on behalf of our customers, including financial information, based on which we perform our credit assessment. We may also depend on certain representations and undertakings as to the accuracy, correctness and completeness of information, and the verification of the same by agencies to which such functions are outsourced. Any such information, if materially misleading, may increase the risk of default. Our financial condition and results of operations could be adversely affected by relying on information that may not be true or may be materially misleading. Although we regularly review our credit exposures to clients and counterparties and to industries and geographical regions that we believe may present credit concerns, defaults may arise from events or circumstances that are difficult to detect or foresee. As of March 31, 2020, a substantial portion of our loans advanced to customers had tenors exceeding one year. The long tenor of these loans may expose us to risks arising out of economic cycles. We are also exposed to residential projects that are still under development and are open to risks arising out of delay in execution, such as delay in execution on time, delay in getting approvals from necessary authorities and breach of contractual obligations by counterparties, all of which may adversely impact our cash flows. 3. Any increase in the levels of NPAs in our loan portfolio, for any reason whatsoever, would adversely affect our business,

results of operations and financial condition. With the growth in our business, we expect an increase in our loan portfolio. Should the overall credit quality of our loan portfolio deteriorate, the current level of our provisions may not be adequate to cover further increases in the amount of our NPAs. There can be no assurance that there will be no further deterioration in our provisioning coverage as a percentage of gross NPAs or otherwise, or that the percentage of NPAs that we will be able to recover will be similar to our past experience of recoveries of NPAs. As at March 31, 2020, our gross NPAs as a percentage of our outstanding loans was 1.93 % and our net NPAs, as a percentage of our outstanding loans (net of NPA provisions), was 1.33 %. The provisioning in respect of our outstanding loan portfolio has been undertaken in accordance with the NHB guidelines and other applicable laws. The provisioning requirements may also require the exercise of subjective judgments of management. The level of our provisions may be inadequate to cover further increases in the amount of our non-performing loans or decrease in the value of the underlying collateral. If our provisioning requirements are insufficient to cover our existing or future levels of non-performing loans or other loan losses, that may occur, or if future regulation requires us to increase our provisions, our results of operation and financials may get adversely affected including our ability to raise additional capital and debt funds at favourable terms. If the quality of our loan portfolio deteriorates or we are unable to implement effective monitoring and collection methods, our financial condition and results of operations may be affected. In addition, we anticipate that the size of our loan portfolio will grow as a result of our expansion strategy in existing as well as new products, which will expose us to an increased risk of defaults. If our customers are unable to meet their financial obligation in a timely manner, then it could adversely affect our results of operations. Any negative trends or financial difficulties particularly among our borrowers could increase the level of non-performing assets in our portfolio and adversely affect our business and financial performance. If a significant number of our customers are unable to meet their financial obligations in a timely manner, it may lead to an increase in our level of NPAs. If we are not able to prevent increases in our level of NPAs, our business and our future financial performance could be adversely affected.

4. Our business is particularly vulnerable to volatility in interest rates. A significant component of our income is the interest income that we receive from the loans we disburse. Our interest income is affected by any volatility in interest rates in our lending operations. Interest rates are highly volatile due to many factors beyond our control, including the monetary policies of the RBI, deregulation of the financial sector in India, and domestic and international economic and political conditions. If there is an increase in the interest rates that we pay on our borrowings, which we are unable to pass on to our customers,

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we may find it difficult to compete with our competitors, who may have access to funds sourced at a lower cost. Further, to the extent our borrowings are linked to market interest rates, we may have to pay interest at a higher rate than lenders that borrow only at fixed interest rates. Fluctuations in interest rates may also adversely affect our treasury operations. If there is a sudden or sharp rise in interest rates, we could be adversely affected by the decline in the market value of our securities portfolio and other fixed income securities. Our failure to pass on increased interest rates on our borrowings may cause our net interest income to decline, which would decrease our return on assets and could adversely affect our business, future financial performance and results of operations. Also, when interest rates decline, we are subject to greater re-pricing and pre-payment risks as borrowers take advantage of the attractive interest rate environment. In periods of low interest rates and high competition among lenders, borrowers may seek to reduce their borrowing cost by asking lenders to re-price loans. If we are required to re-price loans, it could adversely affect our profitability. If borrowers prepay loans, the return on our capital may be impaired if we are not able to deploy the received funds at similar interest rates. In addition, all housing finance providers in India are prohibited from charging pre-payment penalties on loans with variable interest rates granted to individual borrowers, which has led to balance transfer refinancing between lenders. Therefore, lenders, such as us, usually witness high turnover of loans assets and face increased origination costs. If we are unable to recover the origination costs due to the short lifespan of the loans, our profitability could be adversely affected. There can be no assurance that we will be able to adequately manage our interest rate risk in the future, which could have an adverse effect on our net interest margin. 5. We may experience difficulties in expanding our business into new regions and markets. As part of our growth strategy, we continue to evaluate attractive growth opportunities to expand our business into new regions and markets. Factors such as competition, customer requirements, regulatory regimes, culture, business practices and customs in these new markets may differ from those in our current markets, and our experience in our current markets may not be applicable to these new markets. In addition, as we enter new markets and geographical regions, we are likely to compete not only with other banks and financial institutions but also the local unorganized or semi-organized private financiers, who are more familiar with local regulations, business practices and customs, and have stronger relationships with potential customers. As we continue to expand our geographic footprint, our business may be exposed to various additional challenges, including obtaining necessary governmental approvals, identifying and collaborating with local business and partners with whom we may have no previous working relationship; successfully marketing our products in markets with which we have no previous familiarity; attracting potential customers in a market in which we do not have significant experience or visibility; falling under additional local tax jurisdictions; attracting and retaining new employees; expanding our technological infrastructure; maintaining standardized systems and procedures; and adapting our marketing strategy and operations to different regions of India or outside of India in which different languages are spoken. As we concentrate on LIG and MIG segments, in the target geographies, in semi-urban markets, tier 2, tier 3 and tier 4 cities with different town and city planning bye laws, panchayat bye laws, local authority laws, different construction practices, and with competitive market conditions; credit appraisal, legal appraisal and technical appraisal of the loans is imperative for us to maintain a healthy loan portfolio. To address these challenges, we may have to make significant investments that may not yield desired results or incur costs that we may not recover. Our inability to expand our current operations may adversely affect our business prospects, financial conditions and results of operations. 6. In order to sustain our growth, we will need to maintain a minimum Capital Adequacy Ratio (“CAR”). There is no

assurance that we will be able to access the capital markets when necessary in order to maintain such a ratio. The National Housing Bank Directions, 2010 (“NHB Directions”) require a minimum CAR comprising of Tier I and Tier II capital aggregating to 12.00% of the aggregate risk weighted assets and of risk adjusted value of off-balance sheet items of our Company. The NHB Directions assign weightages to balance sheet assets. We must maintain this minimum capital adequacy level to support our continuous growth. Our CAR was 51.29 % as on March 31, 2020. Our ability to support and grow our business could be limited by a declining CAR if we are unable to or have difficulty accessing the capital markets. In particular, according to the NHB Directions, at no point can our total Tier II Capital exceed 100% of the Tier I capital. This ratio is used to

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measure a HFCs capital strength and to promote the stability and efficiency of the housing finance system. As our asset book grows further our CAR may decline and this may require us to raise fresh capital. Should we be required to raise additional capital in the future in order to maintain our CAR above the existing and future minimum required levels, we cannot guarantee that we will be able to obtain this capital on favourable terms, in a timely manner or at all. Additionally, there is no assurance that the NHB will not increase the current CAR requirement.

7. Our indebtedness and conditions and restrictions imposed by our financing arrangements could adversely affect our

ability to conduct our business and operations. We have entered into agreements with certain banks and financial institutions for short-term and long-term borrowings. Some of these agreements contain restrictive covenants which require us to obtain consent from our lenders, before, amongst other things, altering our capital structure, disposing assets out of the ordinary course of business, incurring capital expenditure above certain limits, effecting any scheme of amalgamation or reconstitution, creating any charge or lien on the assets or receivables of our Company and any alteration to the Memorandum of Association or Articles of Association. In addition, upon the occurrence of an event of default, we would be restricted from declaring dividends. Certain of the loan agreements also give the lenders the right to nominate directors to the Board to protect the interest of the lenders. Our financing agreements also require us to maintain certain financial ratios. In the event we breach any financial or other covenants contained in any of our financing arrangements or in the event we had breached any terms in the past which is noticed in the future, we may be required to immediately repay our borrowings either in whole or in part, together with any related costs. We may be forced to sell some or all of the assets in our portfolio if we do not have sufficient cash or credit facilities to make repayments. Furthermore, our financing arrangements contain cross-default provisions which could automatically trigger defaults under other financing arrangements. Furthermore, our Company’s lenders may recall certain working capital loans availed by our Company at any time. We cannot assure you that our business will generate sufficient cash to enable us to service our debt or to fund our other liquidity needs. In addition, we may need to refinance all or a portion of our debt on or before maturity. We cannot assure you that we will be able to refinance any of our debt on commercially reasonable terms or at all. 8. We may face maturity mismatches between our assets and liabilities in the future which may cause

liquidity issues.

We regularly monitor our funding levels to ensure we are able to satisfy the requirement for loan disbursements and maturity of our liabilities. We follow the “Asset Liability Management System for Housing Finance Companies – Guidelines” issued by NHB. The difference between the value of assets and liabilities maturing in any time period provides the extent to which we are exposed to the liquidity risk. A portion of our funding requirements is met through short-term funding sources, such as short-term bank loans, working capital demand loans, cash credit, short term loans and commercial papers. However, a large portion of our assets have medium or long-term maturities. In the event that our existing and committed credit facilities are withdrawn or are not made available to us, funding mismatches may be created, and it could have an adverse effect on our business and our future financial performance. We have experienced maturity mismatches in the past, and we cannot rule out the possibility of encountering such funding mismatches on account of increasing demand for housing loan facilities in future. As a result of funding mismatches, our liquidity position could be adversely affected, and we may be required to pay higher interest rates in order to attract or retain our borrowings in order to meet our liquidity requirements in the future, which could have a material adverse effect on our business and financial results. 9. We are subject to various regulatory and legal requirements and any regulatory changes may have a material adverse

effect on our business, results of operations and financial condition. Our business is highly-regulated. The operations of an HFC in India are subject to various regulations framed by the MCA and the NHB, amongst others. We are also subject to the corporate, taxation and other laws in effect in India which require continued monitoring and compliance. These regulations, apart from regulating the manner in which a company carries out its business and internal operation, prescribe various periodical compliances and filings including but not limited to filing of

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forms and declarations with the relevant registrar of companies, and the NHB. Pursuant to the NHB regulations, HFCs are currently required to maintain a minimum CAR consisting of Tier I and Tier II capital which collectively shall not be less than 12% of their aggregate risk weighted assets and their risk adjusted value of off-balance sheet items. Additionally, under Section 29C of the NHB Act, our Company is required to create a reserve fund and transfer to such fund an amount of no less than 20% of its net profits every year before any dividend is declared. If we fail to meet the requirements prescribed by the NHB, then the NHB may take certain actions, including but not limited to levying penalties, restricting our lending activities, investment activities and asset growth, and suspending all but our low-risk activities and imposing restrictions on the payment of dividends. Furthermore, we are also subject to changes in Indian laws, regulations and accounting principles. There can be no assurance that the laws and regulations governing companies in India will not change in the future or that such changes or the interpretations or enforcement of existing and future laws and rules by governmental and regulatory authorities will not affect our business and future financial performance. The introduction of additional government controls or newly implemented laws and regulations, depending on the nature and extent thereof and our ability to make corresponding adjustments, may result in a material adverse effect on our business, results of operations and financial condition and our future growth plans. In particular, decisions taken by regulators concerning economic policies or goals that are inconsistent with our interests, could adversely affect our results of operations. We cannot assure you that our Company will be in compliance with the various regulatory and legal requirements in a timely manner or at all. Further, we cannot assure you that we will be able to adapt to new laws, regulations or policies that may come into effect from time to time with respect to the housing finance industry in general. Further, changes in tax laws may adversely affect demand for real estate and therefore, for housing finance in India. 10. We do not own the trademark and the logo associated with “Muthoot” brand name. Consequently, our ability to use

the trademark, name and logo may be affected.

We do not own the trademark and logo associated with “Muthoot” brand name which we use in the course of our business operations and to conduct our operations, which is registered in the name of MFL. However, we have not entered into a formal agreement for using the “Muthoot” brand name. We are using the name “MUTHOOT HOMEFIN” subsequent to approval of our MFL granted at the time of incorporating our Company. Our Company has made an application to obtain the registration of “MUTHOOT HOMEFIN” as a trademark, accordingly, we may not be able to prevent infringement of our name and may be unable to seek remedies for infringement of our name by third parties other than relief against passing off by other entities, which may not provide sufficient protection. Our inability to use the “Muthoot” or “MUTHOOT HOMEFIN” trademark and any unauthorized usage of our name could result in adverse effects to our business and results of operations. Further, we may become subject to claims by third parties if we use slogans, names, designs, software or other such subjects in breach of any intellectual property rights registered by such third party. Any legal proceedings pursuant to such claims, or settlements thereunder, may divert management attention and require us to pay financial compensation to such third parties, as well as compel us to change our marketing strategies or brand names of our products and services, which could adversely affect our business, prospects, results of operation and financial condition. 11. The “Muthoot” logo and other combination marks are proposed to be registered in the name of MFL’s promoters.

The brand and trademark “Muthoot” and also related marks and associated logos (“Muthoot Trademarks”) are currently registered in the name of Muthoot Finance Limited (“MFL”). MFL is in process of registering the Muthoot Trademarks jointly in the name of MFL’s promoters through a rectification process or irrevocably grant ownership rights by alternate legally compliant means. Pursuant to applications filed on September 20, 2010 by MFL and promoters of MFL before the Trade Marks Registry, Chennai, promoters of MFL have stated that their father, Late M. George Muthoot, had adopted and had been using the Muthoot Trademarks since 1939 and that the promoters of MFL had, since the demise of Late M. George Muthoot, been continuing his business and using the Muthoot Trademarks as its joint proprietors. Since a rectification process by application before the Trade Marks Registry, Chennai as mentioned above is underway, and not an assignment of the Muthoot Trademarks, no independent valuation of the Muthoot Trademarks has been conducted. It is proposed that consequent to such rectification, the promoters of MFL will grant MFL a non-exclusive license to use the Muthoot Trademarks for an annual royalty equivalent to 1.00% of the gross income of MFL, subject to a maximum of 3% of profit before tax (after charging the royalty) and managerial remuneration payable by MFL each financial year. Subject to

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certain other conditions, it is proposed that this license would continue until such time that promoters of MFL, together with the members of their promoter group, jointly, hold at least 50.01% of the paid-up equity share capital of MFL. Since the rectification is yet to be affected and consequently, no licence has been granted to the promoters of MFL as of date, we cannot assure you that MFL will be able to obtain a license to use the Muthoot Trademarks, when registered, from promoters of MFL on commercially acceptable terms, or at all. In turn, we also cannot assure that we will be able to obtain a license from the promoters of MFL. At present we have no agreement with MFL or promoters of MFL with regard to licensing of Trademark “Muthoot”. In addition, loss of the rights to use the Muthoot Trademarks may adversely affect our reputation, goodwill, business and our results of operations. 12. We are subject to periodic inspections by the NHB. Non-compliance with the NHB’s observations

made during any such inspections could adversely affect our reputation, business, financial condition, results of operations and cash flows.

The NHB conducts periodic inspections of our books of accounts and other records for the purpose of verifying the correctness or completeness of any statement, information or particulars furnished to the NHB or for obtaining any information which we may have failed to furnish on being called upon to do so. Inspection by the NHB is a regular exercise and is carried out periodically by the NHB for all housing finance institution under Section 34 of the NHB Act. In the past, NHB had made certain observations during its periodic inspections in connection with our operations. Even though we have provided NHB the necessary clarifications and taken necessary steps to comply with NHB’s observations, any adverse notices or orders by NHB during any future inspections could adversely affect our reputation, business financial conditions, results of operations and cash flows.

13. As an HFC, we have significant exposure to the real estate sector and any negative events affecting

this sector could adversely affect our business and result of operations.

Our lending products include retail mortgage loans and residential project loans. Retail mortgage loans are bifurcated into housing loans and non-housing loans. Housing loans include home purchase loans, home improvement loans, home construction loans, home extension loans, home loans for self-employed customers construction loans and NRI home loans. Non-housing loans include loans against property and commercial loans and are availed for working capital and other business needs and construction of residential projects. The primary security for the loans disbursed by our Company is the underlying property; the value of this security is largely dependent on housing market conditions prevalent at that time. The value of the collateral on the loans disbursed by our Company may decline due to adverse market conditions, including an economic downturn or a downward movement in real estate prices. In the event the real estate sector is adversely affected due to a decline of demand for real properties, changes in regulations or other trends or events, which negatively impact the real estate sector, the value of our collaterals may diminish which may affect our business and results of operations. Failure to recover the expected value of collateral could expose our Company to losses and, in turn, result in a material adverse effect on our business, results of operations and financial condition. Following the introduction of the SARFAESI Act and the subsequent extension of its application to HFCs, we are allowed to foreclose on secured property after 60 days’ notice to a borrower, whose loan has been classified as non-performing. Although the enactment of the SARFAESI Act has strengthened the rights of creditors by allowing expedited enforcement of security in an event of default, there is still no assurance that we will be able to realize the full value of our collateral, due to, among other things, delays on our part in taking action to secure the property, delays in bankruptcy foreclosure proceedings, stock market downturns, defects in the perfection of collateral and fraudulent transfers by borrowers. Further, among the various regulatory developments that have impacted the real estate sector recently, we believe that the implementation of the Real Estate (Regulation and Development) Act, 2016 (“RERA”) is expected to have the biggest impact over the long term. After notification of certain sections of the RERA with effect from May 2016, the full provisions of RERA became effective from May 2017 onwards. Subsequent to this, the obligations of real estate project developers under the provisions of RERA, including mandatory project registration, enhanced disclosure norms and penal provisions for violation of rules have become effective across India. To ensure compliance with the requirements of the RERA, players in the real estate sector may need to allocate additional resources, which may increase compliance and they may face regulatory actions or be required to undertake remedial steps, which may have an adverse effect the business, operations and financial condition of various players in the sector leading to less than anticipated growth in the housing sector, resulting in adverse effect on our business.

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As we focus on LIG and MIG segment, which tends to buy property from small scale real estate developers who might not be complying with the provisions of RERA completely, regulatory actions against such real estate developers may have a consequent adverse effect in our ability to sanction loans to the borrower or in case where the default pertaining to the RERA is found after the disbursement of loan, then the underlying property cannot be disposed to recover the principal amount leading to adverse effect on our business. 14. We do not own our Registered Office. The Registered Office of our Company is owned by our Promoter. We have entered

into a leasehold agreement with our Promoter for the use of the premises. In the event we lose our right to use such premises, our business could be adversely affected.

The premises in which our Registered Office is situated at Muthoot Chambers, Kurians Tower, Banerji Road, Ernakulam North, Kochi- 682 018, Kerala, India, which is owned by our Promoter, MFL. The abovementioned lease agreement is valid for three years from the date of the lease agreement. In an event, MFL decides to revoke or terminate the lease agreement with our Company, or refuses to renew the lease, our business could be adversely affected. 15. We may not be able to identify or correct defects or irregularities in title to the properties which are made collateral to

the loans offered by us to our customers. Our inability to identify and correct irregularities in the titles to the properties and a further inability to realise the loan amount from such properties may adversely affect our business.

There is no central title registry for real property in India and the documentation of land records in India has not been fully digitized. Property records in India are generally maintained at the state and district level and in local languages and are updated manually through physical records. Therefore, property records may not be available online for inspection, may be illegible, untraceable, and incomplete, may not have been updated, may be inaccurate in certain respects, or may have been kept in poor condition, which may impede title investigations or our ability to rely on such property records. Title to land in India is often fragmented, and in many cases, land may have multiple owners. Title may also suffer from irregularities, such as non-execution or non-registration of conveyance deeds and inadequate stamping and may be subjected to encumbrances that we are unaware of and that may not be apparent on the face of the relevant documentation. Any defects in, or irregularities of, title may result in a loss of development or operating rights over the land, which may prejudice our ability to realise the loan amount extended to our customers in case of default in payment. This is will compel us to write off such loans which will adversely affect our revenues. Though we have not written off any of our loans till date, we are currently involved in various legal proceedings, which are at various stages of adjudication, in relation to multiple executions of sale deeds. Furthermore, there is no mechanism to verify multiple executions on the same day with different registrars or to verify the legitimacy of such executions. Whenever a customer submits his original agreement to sell or the sale deed, we can only verify, among other things, if correct stamp duty has been paid, if the agreement to sell or the sale deed has been signed by all parties, if there is proper seal of registrar and if there is a registration receipt with the customer. As on date of this Disclosure Document, we are involved in 17 cases of multiple executions on loans aggregating to ₹ 36.49 million where the total disbursed amount stands at ₹ 34.66 million and total overdue stands at ₹ 5.36 million. Additionally, improperly executed, unregistered or insufficiently stamped conveyance instruments in a property’s chain of title, unregistered encumbrances in favour of third parties, rights of adverse possessors, ownership claims of family members of prior owners or third parties, or other defects that a purchaser may not be aware of can affect title to a property. As a result, potential disputes or claims over title to the properties mortgaged may arise. However, an adverse decision from a court or the absence of an agreement with such third parties may result in additional costs and delays in realisation of the loan amount. Also, such disputes, whether resolved in our favour or not, may divert management’s attention, harm our reputation or otherwise disrupt our business. 16. We introduce new products for our customers and there is no assurance that our new products will be profitable in the

future. We introduce new products and services in our existing lines of business. We may incur costs to expand our range of products and services and cannot guarantee that such new products and services will be successful once offered, whether due to factors within or outside of our control, such as general economic conditions, a failure to understand customer demand and market requirements or a failure to understand the regulatory and statutory requirements for such products or management focus on these new products.

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If we fail to develop and launch these products and services successfully, we may lose a part or all of the costs incurred in development and promotion or discontinue these products and services entirely, which could in turn adversely affect our business and results of operations. 17. We may face difficulties and incur additional expenses in operating in Tier 2, Tier 3 and Tier 4 cities and semi urban

markets, where infrastructure may be limited. A number of our customers are located in Tier 2, Tier 3 and Tier 4 cities and semi-urban markets in India, which may have limited infrastructure, particularly for transportation, electricity and internet bandwidth. We also may face difficulties in conducting operations, transporting our personnel and equipment and implementing technology measures in such markets. There may also be increased costs in conducting our business and operations, implementing security measures and expanding our advertising. We cannot assure you that such costs will not be incurred or will not increase in the future as we expand our network in rural and semi urban markets and such increased costs could adversely affect our profitability. 18. Our business and operations significantly depend on our Promoter and Group Companies and any change in control of

our Company may correspondingly adversely affect our business, results of operations and financial condition We are a wholly owned subsidiary of MFL. Our Company is dependent on the goodwill and brand name of our Promoter, MFL. Our Company believes that this goodwill contributes significantly to our business. We operate in a competitive environment, and we believe that our brand recognition is a significant competitive advantage to us. There can be no assurance that the "Muthoot” brand, which our Company believes is a well-recognised brand in India, will not be adversely affected in the future by events or actions that are beyond our Company’s control, including customer complaints, developments in other businesses that use this brand or adverse publicity from any other source. If our Promoter, MFL ceases to exercise majority control over our Company, as a result of any transfer of shares or otherwise, our ability to derive any benefit from the brand name “Muthoot” and our goodwill may be adversely affected, which in turn could adversely affect our business and results of operations. In the event our group is unable to maintain the quality of its services or its goodwill deteriorates, our Company’s business and results of operations may be adversely affected. Any failure to retain our Company name may deprive us of the associated brand equity that we have developed which may have a material adverse effect on our business and results of operations. Any disassociation of our Company from our group and/or our inability to have access to the infrastructure provided by other companies in our group could adversely affect our ability to attract customers and to expand our business, which in turn could adversely affect our goodwill, operations and profitability. EXTERNAL RISK FACTORS

1. The Debentures may be illiquid

The Company intends to list the Debentures on the WDM segment of the BSE. The Company cannot provide any guarantee that the Debentures will be frequently traded on the Stock Exchange(s) and that there would be any market for the Debenture(s). It is not possible to predict if and to what extent a secondary market may develop in the Debentures or at what price the Debentures will trade in the secondary market or whether such market will be liquid or illiquid. The fact that the Debentures may be so listed or quoted or admitted to trading does not necessarily lead to greater liquidity. The more limited the secondary market is, the more difficult it may be for holders of the Debentures to realise value for the Debentures prior to settlement of the Debentures.

2. A slowdown in economic growth in India

A slowdown in the Indian economy / GDP may adversely affect Company’s business, including its ability to enhance its asset portfolio and the quality of its assets, and its ability to implement certain measures could be adversely affected by a movement in interest rates, or various other factors affecting the growth of industrial, manufacturing and services sector or a general down trend in the economy. Any adverse revision to India's credit rating for domestic and international debt by international rating agencies may adversely impact the Company’s ability to raise additional financing and the interest rates and other commercial terms at which such additional financing is available.

3. Conditions in the Indian Equity and Debt market may affect the coupon on the Debentures.

The Indian securities markets are smaller than securities markets in more developed economies and the regulation and monitoring of Indian securities markets and the activities of investors, brokers and other participants differ, in some cases significantly, from those in the more developed economies. The Indian stock exchanges have also experienced problems that have affected the market price and liquidity of the securities of Indian companies. In addition, the governing bodies of the Indian stock exchanges have from time to time restricted securities from trading, limited price movements and restricted margin requirements. If similar problems occur in the future, the market price and liquidity of the Equity Shares could be

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adversely affected, thereby affecting the indices.

4. We face risks related to public health epidemics and pandemics in India and abroad. Our business could be materially and adversely affected by the outbreak of public health epidemics, or the fear of such an outbreak, in India or elsewhere. A number of countries in Asia, including India, as well as countries in other parts of the world, are susceptible to contagious diseases and have confirmed cases of diseases including the highly pathogenic ones such as H7N9, H5N1 and H1N1 strains of influenza in birds and swines and more recently, the COVID-19 virus. Certain countries in Southeast Asia have reported cases of bird-to-human transmission of avian and swine influenza, resulting in numerous human deaths. The World Health Organization and other agencies have recently issued warnings on the COVID-19 virus and on a potential avian or swine influenza pandemic if there is sustained human-to-human transmission. While, on January 30, 2020, the World Health Organization declared the COVID-19 outbreak a health emergency of international concern, on March 11, 2020, the World Health Organization has categorised the COVID-19 virus outbreak as a pandemic. Further, certain state governments in India have also declared the outbreak of the COVID-19 virus to be an epidemic. Governments around the world have imposed a number of measures designed to contain the outbreak, including business closures, travel restrictions, quarantines and cancellations of gatherings and events. This in turn has impacted the operation of businesses, reduced regional travels and trade and lowered industrial production and consumption demand. Future potential impacts to the Company include disruptions or restrictions on our employees’ ability to work, lack of demand for new loans or the borrower’s ability to pay the required monthly payments. Changes to the operating environment may also be impacted. Operations include loan applications, processing or other areas requiring contact with the borrower. These changes may increase operating costs, increase NPAs, increase cost of recovery on account of increased litigation etc, reduction in value of security provided by the borrowers, reduction in the profit on account of higher NPAs and provisioning. Further impacts may include increased repurchase risk or loan defaults. The future effects of these issues are unknown.

A national lockdown was declared by Government of India with effect from March 24, 2020 as a result of the recent outbreak of COVID-19 virus, which is spreading in various jurisdictions across the world (the “Pandemic”). It is anticipated that these impacts will continue for some time. Amongst various measures announced to mitigate the economic impact from that Pandemic, the Reserve Bank of India issued circulars dated March 27, 2020 and April 17, 2020 (the “RBI circulars”) allowing lending institutions to offer a moratorium to customers on payment of instalments falling due between March 1, 2020 and May 31, 2020. The COVID-19 outbreak is ongoing and the actual extent of the outbreak and its impact on the economy globally in general and in India, in particular remains uncertain at this point in time and may turn severe in future. A worsening of the current outbreak of COVID-19 virus or future outbreaks of COVID-19 virus, avian or swine influenza or a similar contagious diseases could adversely affect the Indian economy and economic activity in the region. If the outbreak of any of these epidemics or other severe epidemics, continues for an extended period, occur again and/or increases in severity, it could have an adverse effect on economic activity worldwide, including India, and could materially and adversely affect our business, financial condition and results of operations and the trading price of the Equity Shares and other securities. Similarly, any other future public health epidemics or outbreak of avian or swine influenza or other contagious disease in India could also materially and adversely affect our business, financial condition, results of operations.

In an effort to contain the spread of such contagious diseases, various state governments in India have ordered complete or partial shutdown of corporate offices and businesses. This has led to companies like ours asking our employees to work from home. While every effort is being made to ensure normal operations of our company, no assurance can be made that our technological systems will function smoothly while our employees work from home. If such a situation continues for an extended period of time in future, reduced physical contact with customers and/or inadequacy of technological systems to support all normal operations under work from home situation may adversely impact our business operations. The above risks can threaten the safe operation of our facilities and cause disruption of operational activities, environmental harm, loss of life, injuries and impact the wellbeing of our people. Further in case the lockdown is extended, it could result in muted economic growth or give rise to a recessionary economic scenario, in India and globally, which could adversely affect the business, prospects, results of operations and financial condition of our Company.

20. UNDERTAKINGS BY THE INVESTOR: The following risks associated to the Debentures, is subject to and pursuant to the terms of the Debentures as provided in this Disclosure Document, The initial subscriber by subscribing to, and any subsequent purchaser by purchasing the Debentures, shall be deemed to have agreed, and accordingly the Company shall be entitled to presume, that each of the initial subscriber, and any subsequent purchaser (Debenture holder, as also referred to hereinabove and hereinafter): (A) (1) sufficient knowledge (including of applicable laws, rules, regulations, circulars), experience and expertise as an investor, to make the investment in such Debentures;

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(2) not relied on either of the Company, or any of its affiliates, holding company, or any person acting on its behalf for any information, advice or recommendations of any sort except as regards the accuracy of the specific factual information about the terms of the Debentures as set out in the Disclosure Document;

(3) understood that information contained in the Disclosure Document, or any other document issued by the Company is not being construed as business or investment advice; and

(4) made an independent evaluation and judgment of all risks and merits before investing in the Debentures; (B) has understood there may be delay in listing of the Debentures and even after being listed, may not be marketable or may not have a market at all; (C ) has understood that without prejudice to (A), and (B) above,

(1) the method and manner of computation of, returns and calculations on the Debentures shall be solely determined by the Company, whose decision shall be final and binding;

(2) in the event of any discretions to be exercised, in relation to method and manner of any of the above computations including due to any disruptions in any of the financial markets or if for any other reason the calculations cannot be made as per the method and manner originally stipulated or referred to or implied, such alternative methods or approach shall be used as deemed fit by the Company and may include the use of estimates and approximations. All such computations shall be valid and binding on the Debenture holder, and no liability therefore will attach to the Company;

(D) has understood that in the event that the Debenture holder suffers adverse consequences or loss, the Debenture holder

shall be solely responsible for the same and the Company, or any of its affiliates, holding company, or any person acting on its behalf shall not be responsible, in any manner whatsoever, for any adverse consequences or loss suffered by the Debenture holder, including but not limited to, on the basis of any claim that no adequate disclosure regarding the risks involved was made or that the full risks involved were not explained or understood;

(E) has reviewed the terms and conditions applicable to the Debentures as contained in the Disclosure Document, and

understood the same, and, on an independent assessment thereof, confirmed the same to be correct and, found the same acceptable for the investment made and has also reviewed the risk disclosure with respect to the Debentures, and understood the risks, and determined that the Debentures are a suitable investment and that the Debenture holder can bear the economic risk of that investment, including the possibility of receiving lower than expected returns.

(F) has received all the information believed to be necessary and appropriate or material in connection with, and for, the

investment in the Debentures; (G) holds the Debentures as an investment and has not purchased the Debentures on a speculative basis;

(H) as an investor, is knowledgeable about applicable laws, rules, regulations with respect to the Debentures and is

experienced in making investments, including in debt instruments having variable or unpredictable returns or no returns and also investments similar to the Debentures;

(I) in investing in the Debentures: (i) has obtained such independent and appropriate financial, tax, accounting and legal advice as required and/or deemed

necessary, to enable the Debenture holder to independently evaluate, assess and understand the appropriateness, merits and risks associated with investing in the Debentures, and also as to the Debenture holders’ legal competency and ability (including under applicable laws and regulations), to invest in the Debentures;

(ii) has assumed, on the Debenture holders’ own account, all risk of loss that may occur or be suffered including as to the returns on and/or the sale value of the Debentures and shall not look directly or indirectly to the Company (or to any person acting on its behalf) to indemnify or otherwise hold the Debenture holder harmless in respect of any such loss and/or damage;

(J) has understood that, at any time during the term of the Debentures, the value of the Debentures may be substantially less

than its redemption amount;

(K) undertakes that, if the Debenture holder sells the Debentures to subsequent investors, the Debenture holder shall ensure, and it is the Debenture holder’s obligation in that regard, that: (1) the subsequent investors receive the terms and conditions, risks and representations contained in the Disclosure

Document and any other related document and fully understand the Debentures,

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(2) sale to subsequent investors will be subject to such investors having confirmed the receipt of all of (1) above, (3) the sale and transfer of the Debentures shall be effected only in the manner stipulated: by the Stock Exchange in

accordance with the rules, regulations and bye-laws of the Stock Exchange;

(L) has the legal ability to invest in the Debentures, and the investment does not contravene any provision of any law, regulation or contractual restriction or obligation or undertaking binding on or affecting the Debenture holder, or its assets;

(M) where the Debenture holder is a partnership firm

(i) its investing in the Debentures on its terms is within the scope of its investment policy and is not in conflict with the provisions of the partnership deed currently in force;

(ii) the investment in Debentures is being made by and on behalf of the partners (and binds all the partners jointly and severally), and that the partnership is in force and existing, and the investment has been ratified by all of the partners, jointly and severally;

(iii) the investment in Debentures has been duly authorised by all the partners, and does not contravene any provisions of the partnership deed, or any law, regulation or contractual restriction or obligation or undertaking binding on or affecting the partnership or its assets or any of the partners or their respective assets;

(iv) for any minor as may have been admitted to the benefits of the partnership, the legal guardian of the minor has confirmed that the above applies equally to the minor as if the minor were a partner; and

(v) for any Hindu Undivided Family (“HUF”) that may be partner, the Karta declares that the above equally binds each of the co-parcenors and beneficiaries of the HUF; and

(N) where the Debenture holder is a company, also confirms that:

(i) notwithstanding the variable nature of the return on the Debentures, the Debenture holder is not precluded under any law, rules, regulations and/ or circular/s issued by any statutory authority/ies including under the Companies Act, 2013 and its Rules, from investing in the Debentures;

(ii) all necessary corporate or other necessary action has been taken to authorize, and that the Debenture holder has corporate ability and authority, to invest in the Debentures; and

(iii) investment in the Debentures does not contravene any provisions of the memorandum and the articles of association, or any law, regulation or contractual restriction or obligation or undertaking binding on or affecting the Debenture holder or the Debenture holder’s assets.

(O) where there is an intermediary who sells the Debentures and/or invests in the Debentures on behalf of its

Clients/investor(s) (“Intermediary”), it also confirms that : (i) it is registered with SEBI; (ii) it is fully in compliance with the laws and regulations applicable to it including the Prevention of Money Laundering

Act, 2002 (“PML Act”), the Prevention of Money Laundering (Maintenance of Records of the Nature and Value of Transactions, the Procedure and Manner of Maintaining and Time for Furnishing Information and Verification and Maintenance of Records of the Identity of the Clients of the Banking Companies, Financial Institutions and Intermediaries) Rules, 2005 (“PML Rules”), the requirements of Circular dated 20th March 2006 “Guidelines on Anti-Money Laundering Standards” of the SEBI (“AML Guidelines”) together with the PML Act and the PML Rules, the “AML Laws & Rules”), all applicable know-your-client norms (“KYC Guidelines”) and all applicable rules, regulation and guidelines issued by any relevant regulator and the Intermediary has strictly complied with all applicable AML Laws & Rules and KYC Guidelines in relation to each of the Clients / investor(s);

(iii) the Intermediary is selling the Debentures, to appropriate Clients/the investor(s) or is investing on behalf of its Clients /the investor(s) appropriately and such sale / investment in the Debentures is within the scope of its authority and accordingly binds each of the Clients/ investor(s);

(iv) the intermediary has satisfied itself as to the capacity and authority of each of the Clients / investor(s) to invest in such Debentures;

(v) the Intermediary has conducted a risk profiling of each Client / Investor (s) pursuant to the Structured Products Guidelines and has satisfied itself that the Debentures are suitable to the risk profile of the Client / investor.

(vi) the Intermediary has fully advised each of its Clients / the investor(s) of the risks relating to investment in the Debentures and ensured that the Client / investor has understood the risks involved in investment in the Debentures and is capable of taking the risks posed by the Debentures;

(vii) the Intermediary in case of a Portfolio Manager as required under the SEBI (Portfolio Managers) Regulations, 1993 and in case of any other Intermediary under the regulations applicable to that Intermediary has fully advised each of its Clients / the investor(s) of the rights of such Clients / investor(s) against the Intermediary as its principal and accepts responsibility for such advice;

(viii) Should there be any dispute by the Clients / investor(s) as regards the investment in the Debentures including but

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not limited to the scope of its authority with regard to such investment the same shall be dealt with entirely by the Intermediary with each of the Clients / investor(s), with no reference to the Issuer;

(ix) the Intermediary hereby consents (including on the basis of any request made by the Issuer in this regard) to provide and/or to the disclose to the Issuer any information regarding any or all of the Client / investor and the investment in the Debenture, as required under applicable regulations and/or as requested by any governmental or regulatory authority or under a provision of law and agrees that such information shall be disclosed by the Issuer to any governmental and/or regulatory authorities.;

(x) The Intermediary shall provide its Clients / the investor(s) with a copy of the Offer Document; (xi) The Intermediary shall guide the Clients / investor(s) as to where the valuations (of the Debentures) will be available; (xii) The Intermediary shall guide the Clients / investor(s) as to the applicable exit loads/exit options/liquidity support, (if

any) etc. being provided by the Issuer or through the secondary market; (xiii) The Intermediary confirms and undertakes that it has not and will not use the name of the Issuer or any of its group

entities in any of its advertisement or any marketing material other than for the selling the Debentures; and The Intermediary confirms that the marketing material shall only contain information that is provided in this

Disclosure Document and should not contain any information that is extraneous to this Disclosure Document. 21. Disclaimers This Disclosure Document in relation to the Debentures is made available by the Company to the applicant on the further strict understanding that (i) the applicant is a “Person Resident in India” as defined under the Foreign Exchange Management Act, 1999, (ii) in providing this Disclosure Document to the applicant, the applicant confirms that there will be no violation of rules,

regulations and byelaws issued by any applicable authority including those issued by the Securities and Exchange Board of India;

(iii) the applicant has sufficient knowledge, experience, and professional advice to make his own evaluation of the merits and risks of a transaction of the type under this Disclosure Document; and

(iv) the applicant is not relying on the Issuer nor on any of the affiliates or the Holding Company for information, advice or recommendations of any sort except for the accuracy of specific factual information about the possible terms of the transaction.

The Company is not acting as the advisor or agent of the applicant. This Disclosure Document does not purport to identify for the applicant, the risks (direct or indirect) or other material considerations, which may be associated with the applicant entering into the proposed transaction. Prior to entering into any proposed transaction, the applicant should independently determine, without reliance upon the Company or the affiliates of the Company or the Holding Company, the economic risks and merits, as well as the legal, tax, and accounting characterizations and consequences of the transaction and including that the applicant is able to assume these risks. The Company, and/or the affiliates of the Company or the Holding Company, may act as principal or agent in similar transactions and/or in transactions with respect to instruments underlying a proposed transaction. The Company, and/or the affiliates of the Company and / or the Holding Company may, from time to time, have a long or short proprietary position/s and/or actively trade, by making markets for its clients, in financial products identical to or economically related to those financial products described in this Disclosure Document. The Company may have a commercial relationship with and access to information of reference securities, financial products, or other interests underlying a transaction. This Disclosure Document and its contents are the Company’s property, and are to be considered proprietary information and may not be reproduced or otherwise disseminated in whole or in part without the Issuer’s written consent unless required to by judicial or administrative proceeding, and then with prior notice to the Company. Applicants must understand that while the Debentures would be listed, in view of the nature and complexity of the Debentures, marketability may be impacted in a manner that cannot be determined. Past performance is not indicative of future performance. Investment in the Debentures may be subject to the risk of loss, meaning the Debenture holder may lose some or all of its investment especially where changes in the value of the transaction may be accentuated by leverage. Even where the Debentures are principal protected, there is a risk that any failure by a person including a counterparty to perform obligations when due may result in the loss of all or part of the investment. Applicants are not being offered any guaranteed or indicative returns through these Debentures. No liability whatsoever is accepted for any loss arising (whether direct or consequential) from any use of the information contained in this Disclosure Document. The Company undertakes no obligation to effect any updates on information. Any

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opinions attributed to the Company, and/or the affiliates of the Company and / or the Holding Company constitute the Company’s judgment as of the date of the material and are subject to change without notice. Provision of information may cease at any time without reason or notice being given. Applicants must understand that while the issue and other dates are specified, with the change in any regulations by the SEBI or any other regulatory body or for any other reason, the issue itself / these dates can be cancelled / reformed at the discretion of the Issuer and shall be final and binding on the prospective holders /holders of those debentures. NOTE: This Disclosure Document is not intended for distribution and it is meant solely for the consideration of the person to whom it is addressed and should not be reproduced by the recipient. The Debentures mentioned herein are being issued on a private placement basis and this offer does not constitute nor should it be considered a public offer/invitation. Nothing in this Disclosure Document shall constitute and/or deem to constitute an offer or an invitation to an offer to the Indian public or any section thereof to subscribe for or otherwise acquire the Debentures. This Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Company and have been marked against the serial number provided herein and only such recipients are eligible to apply for the Debentures. Furthermore, NRIs, OCBs, FIIs and other persons resident outside India are not eligible to apply for or hold the Debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The Company or any other parties, whose names appear herein, shall not be liable for any statements made herein or any event or circumstance arising there from. Potential investors are required to make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in such instruments. Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Disclosure Document with the Stock Exchange should not, in any way, be deemed or construed that the same has been cleared or approved by the Stock Exchange. The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this Disclosure Document. Disclaimer of Arranger to the Issue The role of the Arranger in the assignment is confined to marketing and placement of the Debentures on the basis of this

Information Memorandum as prepared by the Issuer. The Arranger has neither scrutinized nor vetted nor reviewed nor has it

done any due diligence for verification of the contents of this Information Memorandum. The Arranger shall use this

Information Memorandum for the purpose of soliciting subscription(s) from Eligible Investors in the Debentures to be issued

by the Issuer on a private placement basis. It is to be distinctly understood that the aforesaid use of this Information

Memorandum by the Arranger should not in any way be deemed or construed to mean that the Information Memorandum

has been prepared, cleared, approved, reviewed or vetted by the Arranger; nor should the contents to this Information

Memorandum in any manner be deemed to have been warranted, certified or endorsed by the Arranger so as to the

correctness or completeness thereof.

The Issuer has prepared this Information Memorandum and the Issuer is solely responsible and liable for its contents. The

Issuer will comply with all laws, rules and regulations and has obtained all regulatory, governmental, corporate and other

necessary approvals for the issuance of the Debentures. The Issuer confirms that all the information contained in this

Information Memorandum has been provided by the Issuer or is from publicly available information, and such information has

not been independently verified by the Arranger. No representation or warranty, expressed or implied, is or will be made, and

no responsibility or liability is or will be accepted, by the Arranger or their affiliates for the accuracy, completeness, reliability,

correctness or fairness of this Information Memorandum or any of the information or opinions contained therein, and the

Arranger hereby expressly disclaims any responsibility or liability to the fullest extent for the contents of this Information

memorandum, whether arising in tort or contract or otherwise, relating to or resulting from this Information Memorandum

or any information or errors contained therein or any omissions there from. Neither Arranger and its affiliates, nor its directors,

employees, agents or representatives shall be liable for any damages whether direct or indirect, incidental, special or

consequential including lost revenue or lost profits that may arise from or in connection with the use of this document. By

accepting this Information Memorandum, the Eligible Investor accepts terms of this Disclaimer Clause of Arranger, which forms

an integral part of this Information Memorandum and agrees that the Arranger will not have any such liability.

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Each person receiving this Information Memorandum acknowledges that such person has not relied on the Arranger and/or

its affiliates that may be associated with the Debentures in connection with its investigation of the accuracy of such

information or its investment decision.

Issuer hereby declares that the Issuer has exercised due-diligence to ensure complete compliance of applicable disclosure

norms in this Information Memorandum. The Arranger: (a) is not acting as trustee or fiduciary for the investors or any other

person; and (b) is under no obligation to conduct any "know your customer" or other procedures in relation to any person.

The Arranger is not responsible for: (a) the adequacy, accuracy and/or completeness of any information (whether oral or

written) supplied by the Issuer or any other person in or in connection with this Information Memorandum; or (b) the legality,

validity, effectiveness, adequacy or enforceability of this Information Memorandum or any other agreement, arrangement or

document entered into, made or executed in anticipation of or in connection with this Information Memorandum; or (c) any

determination as to whether any information provided or to be provided to any investor is non-public information the use of

which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

The Arranger or any of their directors, employees, affiliates or representatives do not accept any responsibility and/or liability

for any loss or damage arising of whatever nature and extent in connection with the use of any of the information contained

in this document. By accepting this Information Memorandum, investor(s) agree(s) that the Arranger will not have any such

liability.

Disclaimer of Debenture Trustee The Trustee does not guarantee the terms of payment regarding the Issue as stated in this Disclosure Document and shall not

be held liable for any default in the same. Neither the Trustee nor any of its affiliates / representatives make any

representations or assume any responsibility for the accuracy of the information given in this Disclosure Document.

Disclaimer of Rating Agency As at the date of this Disclosure Document, the credit rating agency has assigned CRISIL AA/Positive by CRISIL Limited to Debentures. The rating assigned by the credit rating agency is an opinion on credit quality and is not a recommendation to buy, sell or hold the rated debt instruments. Investors should take their own decisions. The credit rating agency has based its rating on information obtained from sources believed by them to be accurate and reliable. The credit rating agency does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. The rating may be subject to revision or withdrawal at any time by the credit rating agency and should be evaluated

independently of any other rating. The rating agency has the right to suspend or withdraw the rating at any time basis of

factors such as new information or unavailability of information or any other circumstances.

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DISCLOSURES PERTAINING TO WILFUL DEFAULT In case of listing of debt securities made on private placement, the following disclosures are required to be made vide SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2016 w.e.f. 25-05-16: Name of the Bank declaring the entity as a Wilful Defaulter: NIL The year in which the entity is declared as a Wilful Defaulter: NIL Outstanding amount when the entity is declared as a Wilful Defaulter: NIL Name of the entity declared as a Wilful Defaulter: NIL Steps taken, if any, for the removal from the list of wilful defaulters: NIL Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions: NIL Any other disclosure as specified by the Board: NIL

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22. SUMMARY TERM SHEET

Summary Term Sheet Please find below Termsheet for Secured, Redeemable, Non-convertible Debt in the nature of Debentures of Face Value of Rs. 10,00,000/- each.

Issuer Muthoot Homefin (India) Limited

Type of Instrument Secured, Redeemable Listed, Non-Convertible Debentures (the “Debenture”/”NCDs”)

Nature of Instrument Secured

Mode of Issue Private Placement

Base Issue Size Rs 25 crores

Green Shoe Option Rs 25 crores

Issue Size Rs. 50 crores

Eligible Investors The following categories of investors, when specifically approached, are eligible to apply for this private placement of Debentures

Individuals

Hindu Undivided Family

Trust

Provident Funds, Pension Funds and Gratuity Funds

Limited Liability Partnerships

Partnership Firm(s)

Portfolio Managers registered with SEBI

Association of Persons

Companies and Bodies Corporate including Public Sector Undertakings

Commercial Banks

Regional Rural Banks

Financial Institutions

Insurance Companies

Foreign Portfolio Investors

Mutual Funds

Any other investor eligible to invest in these Debentures

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.

Face Value Rs. 10,00,000/- per Debenture

Issue Price Rs. 10,00,000/- per Debenture

Discount at which Debenture is issued and the effective yield as a result of such discount

Not Applicable

Tenor 3 Years

Coupon Rate 8.50%

Coupon Payment Frequency Quarterly

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Coupon type Fixed

Day Count Basis Actual ⁄ Actual

Default interest rate In case of default in payment of interest and/or principal redemption on the due dates, additional interest @ 2% per annum over the documented rate will be payable by the Issuer on such amount due, for the defaulting period

Redemption Date June 17, 2023

Redemption Amount per NCD Rs. 10,00,000

Redemption Premium / Discount per NCD

NA

Discount at which security is issued and the effective yield as a result of such discount

Not Applicable

Listing The Company proposes to list the Debentures on the WDM Segment of BSE Limited. The Issuer confirms that the Debentures would be listed within 20 days from the Deemed Date of Allotment. 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.

In case of delay in listing of the debt securities within 20 days from the deemed date of allotment, the company will pay penal interest of 2% 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.

Market Lot The minimum lot size for trading shall be 1 Debenture and in multiples of 1 thereafter

Issuance mode of Debentures Demat form

Trading mode of the Debentures

Demat form

Depository NSDL / CDSL

Security First pari-pasu charge to a minimum of 1.00 times of principal outstanding.

Security cover minimum of 1.00 times of the principal outstanding.

Non-maintenance of security cover will attract penal interest of 2% p.a over the coupon rate for the period of non-compliance

Credit Rating CRISIL AA/Positive

Objects of the 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 Utilisation of the proceeds

The proceeds of the issue will be utilised for general corporate purposes, including augmenting long term financing requirements of the company in its business and also for other purposes as may be decided by our board and as permissible under applicable laws government policies.

Settlement mode of the Debentures

Redemption proceeds comprising of the value of Principal, Interest amount if any shall be done by RTGS/cheque to the holders of the NCDs as on the Record Date.

Working day / Business days Convention

All days except Saturday, Sunday and any public holiday on which banks in Mumbai are open for business.

Holiday Convention Should any of the date(s), including the Date of Allotment/Deemed Date of Allotment, or the Record Date, as defined in the Disclosure Document, falls on a Saturday or Sunday or a public holiday or no high value clearing or RTGS is available for any reason whatsoever

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at a place where the Registered/Corporate Office is situated, the next Working Day shall be considered as the effective date.

Should the Maturity Date or Redemption Date of the debt securities falls on a Saturday, Sunday or a public holiday or no high value clearing or RTGS is available for any reason whatsoever at a place where the Registered/Corporate Office is situated, the redemption proceeds shall be paid on the previous working day.

Record Date The date, as may be fixed by the Company, which would be 15 days (or such other date as the Board may decide) for determination of the persons entitled to receive Interest and/or Principal amount in respect of the Debentures.

Conditions Subsequent to Disbursement

1) Letter of Allotment should be made within 30 days of allotment. In the event of delay in execution of Debenture Trust Deed within 3 months of deemed date of allotment or any other extended period given by debenture Trustees & Debenture Holder, the Company shall pay peal interest at the rate of 2% pa.over the coupon rate till these conditions are complied with or refund the subscription along with accrues interest due in respect thereof, at the option of debenture holders.

2) In the event of delay in payment of interest amount and / or principal amount on the due dates, the issuer shall pay additional interest of 2% p.a in addition to the coupon rate payable on the NCDs on such amount due, for the defaulting period

3) In case of delay in creation of security within 90 days from the deemed date of allotment, the company will pay penal interest of 2%p.a over the coupon rate from the expiry of 90 days from the deemed date of allotment till the creation of security takes place.

4) In case rating goes down by single notch below the existing rating of the Company i.e “CRISIL AA/Positive”, the rate of interest shall increase by 25 basis points for every notch downwards. And further down gradation of the company’s rating goes below “A” then the debenture holder shall have right for accelerated redemption.

5) All SEBI /RBI /other regulatory body guidelines issued time to time to be complied with by the company.

6) Capital Adequacy of the Company should not fall below 15% during entire tenor of debentures till maturity of the subject debentures.

7) The debenture Holder should be indemnified from and against any claim, liability, demand, loss, damage, judgement, or other obligations or right of action which may arise as a result of breach of this Term Sheet by the Company.

Conditions Precedent for Investment

1) Submission of Offer Document authorized by Board Resolution preferably not older than 6 months from the date of issue authorizing the issue and preferably designation of the officials who are authorized to issue the offer document. The Offer Document should be signed by the authorized signatory

2) Submission of copy of valid rating letter (not older than 1 month) by Rating Agencies.

Issue Opening Date June 16, 2020

Issue Closing Date June 16, 2020

Pay – In Date (T+1) June 17, 2020

Date of Allotment June 17, 2020

Governing Law and Jurisdiction

The Debentures are governed by and will be construed in accordance with the Indian law. The Company, the Debentures and Company’s obligations under the Debentures shall, at all times, be subject to the directions of SEBI. The Debenture holders, by purchasing the Debentures, agree that the Mumbai High Court shall have exclusive jurisdiction with respect to matters relating to the Debentures.

Validity The Term Sheet shall be valid for a period of 15 days from signing.

Events of Default The occurrence of any one of the following events shall constitute an event of default by the Company (“Event of Default”):

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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 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) 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;

f) 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;

g) if in the opinion of the Debenture Trustee further security should be created to

secure the Secured NCDs and to maintain the security cover specified and on advising the Company , fails to create such security in favour of the Debenture Trustee to its reasonable satisfaction;

h) 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;

i) an encumbrancer, receiver or liquidator takes possession of the Mortgaged Properties or any part thereof, or has been appointed or allowed to be appointed

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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;

j) 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;

k) the Company without the consent of Secured NCD Holders / Debenture Trustee

cease to carry on its business or gives notice of its intention to do so;

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, 48eorganization 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.

Provisions related to Cross Default Clause

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 dated June 30 , 2017; and

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 dated June 30 ,2017

Material Transaction Documents

Letter appointing Milestone Trusteeship Services Private Limited, as Trustee to the Debenture holders (“Debenture Trustee”).

Letter appointing Link Intime India Private Limited as Registrar and Transfer Agent (“Registrar”).

Memorandum & Articles of Association of the Company.

Board Resolution for raising funds on private placement basis

Resolution passed by the shareholders of the Company on the overall borrowing limits of the Board of Directors of the Company

Letter from Rating agencies conveying the credit rating for the Debentures of the Company

Detailed Rating rationale adopted by the rating agency and Debenture Trust Deed executed between the Company and Milestone Trusteeship Services Private Limited

Any other documentation in form and substance customary for Transactions of this nature.

Letter of Allotment The Issuer shall ensure the Debentures are credited to the demat accounts of investors within 2 working days from the Deemed Date of Allotment.

Debenture Trustee Milestone Trusteeship Services Private Limited

Approvals The Issuer agrees to comply with all applicable laws in respect of the Issue. The Issuer will be responsible for taking all the necessary authorizations and / or approvals internal, external regulatory, statutory or otherwise

Manner of Bidding Close

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Mode of Settlement ICCL

Mode of Allotment Uniform Price

Illustration of NCD Cash Flows

Company Name Muthoot Homefin India Limited

Face Value per NCD (in Rs.) 1,000,000

Number of NCDs held (assumed) 1

Date of allotment Wednesday, June 17, 2020

Tenor 3 years

Redemption Date/Maturity Date Saturday, June 17, 2023

Rate of Interest 8.50%

Frequency of Interest Payment Quarterly

Day Count Convention Actual/Actual

Number of Coupon Payment

Due Date Date of payment No of days

Amount (Rs)

Coupon 1 Thursday, September 17,

2020 Thursday, September 17, 2020 92

21,425.00

Coupon 2 Thursday, December 17, 2020 Thursday, December 17, 2020 91

21,192.00

Coupon 3 Wednesday, March 17, 2021 Wednesday, March 17, 2021 90

20,959.00

Coupon 4 Thursday, June 17, 2021 Thursday, June 17, 2021 92

21,425.00

Coupon 5 Friday, September 17, 2021 Friday, September 17, 2021 92

21,425.00

Coupon 6 Friday, December 17, 2021 Friday, December 17, 2021 91

21,192.00

Coupon 7 Thursday, March 17, 2022 Thursday, March 17, 2022 90

20,959.00

Coupon 8 Friday, June 17, 2022 Friday, June 17, 2022 92

21,425.00

Coupon 9 Saturday, September 17, 2022 Saturday, September 17, 2022 92

21,425.00

Coupon 10 Saturday, December 17, 2022 Saturday, December 17, 2022 91

21,192.00

Coupon 11 Friday, March 17, 2023 Friday, March 17, 2023 90

20,959.00

Coupon 12 Saturday, June 17, 2023 Saturday, June 17, 2023 92

21,425.00

Principal Saturday, June 17, 2023 Saturday, June 17, 2023

1,000,000.00

Total

1,255,003.00

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MATERIAL CONTRACTS AND AGREEMENTS:

By very nature and volume of its business, the Company is involved in a large number of transactions involving financial

obligations and therefore it may not be possible to furnish details of all material contracts and arrangements involving financial

obligations of the Company. However, the contracts and documents referred to below (not being contracts entered into in the

ordinary course of business carried on by the Company) which are or may be deemed to be material have been entered into

by the Company. Copies of the contracts and documents referred to below may be inspected at the Registered Office of the

Company from 11.00am to 1.00pm on any working day (Monday to Friday) until the date of closing of this Issue.

1) Memorandum and Articles of Association of the Company;

2) Certificate of Incorporation of the Company.

3) Certified true copy of the Board Resolution dated May 12, 2020 for raising funds on private placement basis

4) Certified true copy of the Resolution passed by the shareholders of the Company dated August 08, 2019 under

section 180 (1) (c) of the Companies Act, 2013;

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DECLARATION BY THE INVESTOR I/We hereby confirm that I/we have reviewed, read and understood the terms and conditions contained in the Disclosure Document, including the payoff calculation, the Early Redemption Option and the liquidity risks and found the same acceptable for investment. I/We hereby confirm that we have been explained the nature of these Debentures. Further, I/We understand the nature of the risks inherent in an investment in these Debentures. #Sole/First Applicant Second Holder Third Holder Name Signature #In case of corporate/HUF/partnership, authorized signatories with stamp

PART-B

(To be filled by the Applicant)

(i) Name

(ii) Fathers Name

(iii) Complete Address including Flat/House Number, Street, Locality, Pincode

(iv) Phone No

(v) Email ID

(vi) PAN No.

(vii) Bank Account Details

Signature of officer of the Company designated to keep record

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 ratings are based on information provided by the issuer or obtained by CRISIL from sources it considers reliable. 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. All CRISIL ratings are under surveillance. CRISIL or its associates may have other commercial transactions with the company/entity. Ratings are revised as and when circumstances so warrant. CRISIL is not responsible for any errors and especially states that it has no financial liability whatsoever to the subscribers / users / transmitters / distributors of this product. 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.

CONFIDENTIAL

MUHOIL/249136/NCD/12062020

June 12, 2020

Mr. Ramratthinam S

Chief Executive Officer

Muthoot Homefin India Limited

1201, A Wing Lotus Corporate Park,

Goregaon East,

Mumbai - 400063 Dear Mr. Ramratthinam S,

Re: CRISIL Rating on the Rs.50 Crore Non-Convertible Debentures of Muthoot Homefin India Limited

We refer to your request for a rating for the captioned Non-Convertible Debentures.

CRISIL has, after due consideration, assigned its "CRISIL AA/Positive" (pronounced as CRISIL double A

rating with Positive outlook) rating to the captioned debt instrument. Instruments with this rating are considered

to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very

low credit risk.

For the purpose of issuance of the captioned debt instrument, this letter is valid for 180 calendar days from the

date of the letter. In the event of your company not placing the above instrument within this period, or in the

event of any change in the size/structure of your proposed issue, the rating shall have to be reviewed and a letter

of revalidation shall have to be issued to you. Once the instrument is issued, the above rating is valid throughout

the life of the captioned debt instrument.

As per our Rating Agreement, CRISIL would disseminate the rating along with outlook through its publications

and other media, and keep the rating along with outlook under surveillance for the life of the instrument.

CRISIL reserves the right to withdraw or revise the ratings assigned to the captioned instrument at any time, on

the basis of new information, or unavailability of information or other circumstances, which CRISIL believes,

may have an impact on the rating.

As per the latest SEBI circular (reference number: CIR/IMD/DF/17/2013; dated October 22, 2013) on

centralized database for corporate bonds/debentures, you are required to provide international securities

identification number (ISIN; along with the reference number and the date of the rating letter) of all

bond/debenture issuances made against this rating letter to us. The circular also requires you to share this

information with us within 2 days after the allotment of the ISIN. We request you to mail us all the necessary

and relevant information at [email protected]. This will enable CRISIL to verify and confirm to the

depositories, including NSDL and CDSL, the ISIN details of debt rated by us, as required by SEBI. Feel free to

contact us for any clarifications you may have at [email protected]

Should you require any clarifications, please feel free to get in touch with us. With warm regards, Yours sincerely,

Ajit Velonie Nivedita Shibu

Director - CRISIL Ratings Associate Director - CRISIL Ratings

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 ratings are based on information provided by the issuer or obtained by CRISIL from sources it considers reliable. 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. All CRISIL ratings are under surveillance. CRISIL or its associates may have other commercial transactions with the company/entity. Ratings are revised as and when circumstances so warrant. CRISIL is not responsible for any errors and especially states that it has no financial liability whatsoever to the subscribers / users / transmitters / distributors of this product. 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.

Details of the Rs.50 Crore Non-Convertible Debentures of

Muthoot Homefin India Limited

1st tranche 2nd tranche 3rd tranche

Instrument Series:

Amount Placed:

Maturity Period:

Put or Call Options (if any):

Coupon Rate:

Interest Payment Dates:

Principal Repayment Details: Date Amount Date Amount Date Amount

Investors:

Trustees:

In case there is an offer document for the captioned Debt issue, please send us a copy of it.

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