information memorandum private confidential not for ...information memorandum private &...

Information Memorandum Private & Confidential Not For Circulation

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MUTHOOT FINANCE LIMITED Registered and corporate office: Muthoot Chambers, 2nd Floor, Opposite Saritha Theatre Complex,, Banerji Road, Kochi 682 018, India. Telephone: (+91 484) 239 4712; Facsimile: (+91 484) 239 6506; Website: www.muthootfinance.com; Email: [email protected];

Company Secretary and Compliance Officer: Rajesh A.; Telephone: (+91 484) 353 5533; Facsimile: (+91 484) 239 6506; E-mail: [email protected]

PRIVATE PLACEMENT BY MUTHOOT FINANCE LIMITED, (“COMPANY” OR “ISSUER”) OF UNSECURED REDEEMABLE NON-CONVERTIBLE SUBORDINATED DEBTS IN THE FORM OF DEBENTURE/PROMISSORY NOTES OF FACE VALUE OF ` 1 MILLION EACH, (“SDs”), AGGREGATING UPTO ` 1,00 MILLION HERE IN AFTER REFERRED TO AS THE “ISSUE”

GENERAL RISK 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 Debentures have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document.

ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that the information contained in this Information Memorandum with regard to the Issuer and Issue is true and correct in all material respects 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 makes this 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 The SDs proposed to be issued under the Issue have been rated “[ICRA] AA-/ Stable” by ICRA for an amount of upto ` 1,000 million vide its letter dated March 29, 2011 and reaffirmed through letter February 26, 2013, and “CRISIL AA-/Stable” by CRISIL for an amount of upto ` 1,000 million vide its letter dated February 22, 2011 and reaffirmed through letter February 26, 2013. The rating of the SDs by ICRA indicates a high degree of safety regarding timely servicing of financial obligations. The rating of SDs by CRISIL indicates a high degree of safety regarding timely servicing of financial obligations. The ratings provided by ICRA and/or CRISIL may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. These ratings are not a recommendation to buy, sell or hold the SDs and investors should take their own decisions.

LISTING The SDs proposed to be issued under the Issue is proposed to be listed in the Debt Market Segment of the BSE Limited (“BSE” or the “Stock Exchange”)

ISSUE SCHEDULE

ISSUE OPENS ON: February 27, 2013 ISSUE CLOSES ON : March 24, 2013

ISSUER DEBENTURE TRUSTEE REGISTRAR TO ISSUE

Muthoot Finance Limited IDBI Trusteeship Services Limited Name: Link Intime India (P) Ltd Muthoot Chambers , 2nd Floor Opp Saritha Theatre Complex , ,Banerji Road ,Kochi 682 018

Asian Building, Ground Floor 17, R. Kamani Marg Ballard Estate, Mumbai – 400 001

C-13 , Pannalal Silk Mills Compound L.B.S Marg , Bhandup ( West) Mumbai 400 078

Tel: +(91 484) 239 4712 Tel: +91 22 40807000 Tel: + 91 22 2596 0320

Fax:+(91 484) 239 6506 Tel: +91 22 66311776 Fax: + 91 22 2596 0329 Email: [email protected] Website: www.muthootfinance.com

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

Email: [email protected]

Contact Person: Mr. Rajesh A

Contact Person: Ms. Sarita Iyer Contact person: Ganesh Jadhav

IMPORTANT: This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus. This is only an information brochure intended for private use and should not be construed to be a prospectus and/or an invitation to the public for subscription to SDs under any law for the time being in force. The Company can, at its sole and absolute discretion change the terms of the offer. The Company reserves the right to close the Issue earlier from the aforesaid date or change the Issue time table including the Date of Allotment (as defined hereinafter) at its sole discretion, without giving any reasons or prior notice. The Issue will be open for subscription at the commencement of banking hours and close at the close of banking hours. The Issue shall be subject to the terms and conditions of this Information Memorandum filed with the Stock Exchange and other documents in relation to the Issue.

(For Private Circulation only) Information Memorandum February 26, 2013


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TABLE OF CONTENTS

MUTHOOT FINANCE LIMITED 1

DEFINITIONS / ABBREVIATIONS 3

DISCLAIMER 5

GENERAL INFORMATION 7

SUMMARY OF BUSINESS & ISSUER PROFILE 13

CAPITAL STRUCTURE 18

FINANCIAL INFORMATION 23

DETAILS OF SECURITIES 27

DETAILS OF OUTSTANDING FINANCIAL OBLIGATIONS 28

MATERIAL DEVELOPMENTS 34

MAJOR DEBT HOLDERS 36

MATERIAL CONTRACTS, AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER 50

ISSUE DETAILS 51

OFFERING INFORMATION 53

OTHER REGULATORY AND STATUTORY DISCLOSURES 60

PENDING PROCEEDINGS AND STATUTORY DEFAULTS 62

SUMMARY TERM SHEET 70

UNDERTAKING 72

FORM OF APPLICATION 73

ANNEXURE I: RATING LETTER &, RATIONALE 75

ANNEXURE II: CONSENT LETTER OF DEBENTURE TRUSTEE 80


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DEFINITIONS / ABBREVIATIONS Company related terms Term Description “We”, “us”, “our”, “the Company”, “Muthoot Finance”, “MFL” and “Issuer”

Muthoot Finance Limited, a public limited company incorporated under the Act, and having its registered office at Muthoot Chambers, 2nd Floor , Opposite Saritha Theatre Complex, , Banerji Road, Kochi 682 018, Kerala, India.

AOA/Articles / Articles of Association

Articles of Association of our Company.

Board / Board of Directors

The Board of Directors of our Company and includes any Committee thereof from time to time.

CRISIL CRISIL Limited Equity Shares Equity shares of face value of ` 10 each of our Company. ICRA ICRA Limited Memorandum / MOA

Memorandum of Association of our Company.

Million/Mn Million Mutual Fund A mutual fund registered with SEBI under the Securities and Exchange Board of India (Mutual Fund)

Regulations, 1996 NBFC Non-Banking Financial Company as defined under Section 45-IA of the RBI Act, 1934. NPA Non Performing Asset. Promoters M.G. George Muthoot, George Thomas Muthoot, George Jacob Muthoot and George Alexander Muthoot. `/ Rs./ INR/ Rupees

The lawful currency of the Republic of India.

Statutory Auditors The auditors of the Company, M/s. Rangamani & Co, Chartered Accountants, 17/598, 2nd Floor, Card Bank Building, West of YMCA, VCSB Road, Alleppey 688 001, Kerala, India.

Issue related terms Term Description Allot/Allotment / Allotted

Unless the context otherwise requires, the allotment of the SDs pursuant to the Issue to the Allottees.

Allottee The successful applicant to whom the SDs are being/have been allotted. Allotment Intimation An advice informing the allottee of the number of Letters of Allotment/SD(s) allotted to him. Application Amount The aggregate value of the SDs applied for, as indicated in the Application Form. Application Form The form used by an applicant to apply for SDs being issued through the Information Memorandum. Banker(s) to the Issue IDBI Bank Limited, Panampilly Nagar, Kochi, India –682 036 Call Option The right of our Company to seek early redemption of SDs. It is clarified that there is no Call Option

available to the Company in this Issue. Coupon Rate The rate of interest payable in connection with the SDs in accordance with this Information

Memorandum/Disclosure Document.. Coupon Payment Date Date of payment of Interest on SDs CRISIL CRISIL Limited. Date of Allotment/Deemed Date of Allotment

The date on which Allotment for the Issue is made by the Board of Directors or a duly authorised Committee of the Board

Debt Listing Agreement/Listing Agreement

The listing agreement entered into between our Company and the relevant stock exchange(s) in connection with the listing of debt securities of our Company.

Debt Market Segment Debt Market Segment of BSE Limited Debt Regulations/SEBI Regulations

SEBI (Issue and Listing of Debt Securities) Regulations, 2008, issued by SEBI, effective from June 6, 2008 as amended from time to time

Depositories Act The Depositories Act, 1996, as amended from time to time. Depository(ies) National Securities Depository Limited (NSDL) and /or Central Depository Services (India) Limited

(CDSL). DP / Depository Participant

A depository participant as defined under the Depositories Act.

Information Memorandum

This Information Memorandum dated February 26, 2013, prepared in accordance with the Debt Regulations containing inter alia the Coupon Rate for the SDs and certain other information.

Issue Private Placement by our Company of SDs aggregating upto ` 1, 00 Million in accordance with this Information Memorandum.

Issue Opening Date February 27, 2013. Issue Closing Date March 24, 2013. Market Lot One SD. Pay In Date The date on which the SD holders shall make payment for subscription to SDs. Put Option The right of holders of SDs to seek early redemption of SDs. It is clarified that there is no Put

Option available to investors in this Issue.


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Term Description Record Date The date for payment of interest in connection with the SDs or repayment of principal in connection

therewith which shall be 15days prior to the date on which interest is due and payable, and/or the date of redemption.

Registrar to the Issue Link Intime India Private Limited. SDs Unsecured, Redeemable, Non-Convertible Subordinated Debts in the form of

Debentures/Promissory Notes offered through this Information Memorandum. Aggregating upto ` 1,00 million

SD Holders The holders of the SDs. Tenor Tenor shall mean the tenor of the SDs Trustees / SD Trustee Trustees for the SD holders in this case being IDBI Trusteeship Services Limited.. Conventional and general terms

Term Description

AGM Annual General Meeting. AS Accounting Standard. Act The Companies Act, 1956, as amended from time to time including renactment thereof. BSE BSE Limited. CAGR Compounded Annual Growth Rate. CDSL Central Depository Services (India) Limited. DRR Debenture Redemption Reserve. EGM Extraordinary General Meeting. EPS Earnings Per Share. FDI Policy FDI in an Indian company is governed by the provisions of the FEMA read with the FEMA Regulations and

the Foreign Direct Investment Policy. FEMA Foreign Exchange Management Act, 1999, as amended from time to time. FEMA Regulations

Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended from time to time.

FII/FIIs Foreign Institutional Investor(s). Financial Year / FY

Financial Year ending March 31.

GoI Government of India. HUF Hindu Undivided Family. IFRS International Financial Reporting Standards. IFSC Indian Financial System Code. Indian GAAP Generally Accepted Accounting Principles in India. IRDA Insurance Regulatory and Development Authority. ISIN International Securities Identification Number IT Act The Income Tax Act, 1961, as amended from time to time. MCA Ministry of Corporate Affairs, Government of India. MICR Magnetic Ink Character Recognition. NECS National Electronic Clearing Services. NEFT National Electronic Funds Transfer. NRI Non Resident Indian. NSDL National Securities Depository Limited. NSE National Stock Exchange of India Limited. PAN Permanent Account Number. RBI The Reserve Bank of India. RBI Act The Reserve Bank of India Act, 1934, as amended from time to time. ROC Registrar of Companies, Kerala and Lakshadweep. RTGS Real Time Gross Settlement. SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to time. SCRR The Securities Contracts (Regulation) Rules, 1957, as amended from time to time. SEBI The Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act,

1992. SEBI Act The Securities and Exchange Board of India Act, 1992 as amended from time to time. TDS Tax Deducted at Source. WDM Wholesale Debt Market.


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DISCLAIMER

This Information Memorandum is neither a Prospectus nor a Statement in lieu of a Prospectus. The issue of SDs to be listed on the BSE Limited is being made strictly on a private placement basis. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the SDs to the public in general. This Information Memorandum should not be construed to be a prospectus or a statement in lieu of prospectus under the Act. This Information Memorandum has been prepared in conformity with the SEBI Regulations. Therefore, as per the applicable provisions, copy of this Information Memorandum has not been filed or submitted to the SEBI for its review and/or approval. Further, since the Issue is being made on a private placement basis, the provisions of Section 60 of the Act shall not be applicable and accordingly, a copy of this Information Memorandum has not been filed with the RoC or the SEBI. This Information Memorandum has been prepared to provide general information about the Issuer to potential investors to whom it is addressed and who are willing and eligible to subscribe to the SDs. This Information Memorandum / Disclosure Document does not purport to contain all the information that any potential investor may require. Neither this Information Memorandum nor any other information supplied in connection with the SDs is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum should not consider such receipt as a recommendation to purchase any SDs. Each investor contemplating purchasing any SDs should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the SDs and should possess the appropriate resources to analyze such investment and the suitability of such investment to such investor's particular circumstances. The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents incorporated by reference herein, if any) contains all information that is material in the context of the Issue and sale of the SDs, is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are made, not misleading. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum or in any material made available by the Issuer to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer. This Information Memorandum and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly and specifically through a communication by the Company and only such recipients are eligible to apply for the SDs. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Information Memorandum are intended to be used only by those investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient. No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum being issued have been sent by or on behalf of the Issuer. Any application by a person to whom the Information Memorandum has not been sent by or


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on behalf of the Issuer shall be rejected without assigning any reason. The person who is in receipt of this Information Memorandum shall maintain utmost confidentiality regarding the contents of this Information Memorandum and shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents without the consent of the Issuer. Each person receiving this Information Memorandum acknowledges that: Such person has been afforded an opportunity to request and to review and has received all additional information considered by it to be necessary to verify the accuracy of or to supplement the information herein; and Such person has not relied on any intermediary that may be associated with the issuance of SDs in connection with its investigation of the accuracy of such information or its investment decision. The Issuer does not undertake to update the Information Memorandum to reflect subsequent events after the date of the Information Memorandum and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer. Neither the delivery of this Information Memorandum nor any sale of SDs made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof. This Information Memorandum does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the SDs or the distribution of this Information Memorandum in any jurisdiction where such action is required. The distribution of this Information Memorandum and the offering and sale of the SDs may be restricted by law in certain jurisdictions. Persons into whose possession this Information Memorandum comes are required to inform themselves about and to observe any such restrictions. The Information Memorandum is made available to investors in the Issue on the strict understanding that the contents hereof are strictly confidential.


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GENERAL INFORMATION Our Company was originally incorporated as a private limited company on March 14, 1997 under the provisions of the Companies Act, 1956, with the name “The Muthoot Finance Private Limited”. Subsequently, by a fresh certificate of incorporation dated May 16, 2007, our name was changed to “Muthoot Finance Private Limited”. Our Company was converted into a public limited company on November 18, 2008 with the name “Muthoot Finance Limited” and received a fresh certificate of incorporation consequent to change in status on December 02, 2008 from the RoC Registered and Corporate Office Muthoot Finance Limited Muthoot Chambers, 2nd Floor, Opposite Saritha Theatre Complex Banerji Road Kochi 682 018 Kerala, India Tel: (91 484) 239 4712 Fax: (91 484) 239 6506 Website: www.muthootfinance.com Email: [email protected] Our Promoters The following individuals are the original and current Promoters of the Company: 1. M.G. George Muthoot; 2. George Thomas Muthoot; 3. George Jacob Muthoot; and 4. George Alexander Muthoot; The details of shareholding of each of the Promoters of the Company as on date are as under: Sr. No. Name No. of Equity Shares

(face value of ` 10 each) No. of Equity

Shares held in Demat Form

As % of total number of shares

1. M.G. George Muthoot 47,385,132 47,385,132 12.75 2. George Alexander Muthoot 44,464,400 44,464,400 11.96 3. George Jacob Muthoot 44,464,400 44,464,400 11.96 4. George Thomas Muthoot 44,464,400 44,464,400 11.96

None of the promoters have pledged any shares held by them in the Company as on date. Board of Directors as on date

Name, Designation, Occupation, DIN Age Address Other Directorships M. G. George Muthoot Designation: Whole Time Director and Chairman Occupation: Business DIN: 00018201 Date of Appointment: 01.04.2010

63 Muthoot House G 74, East of

Kailash New Delhi 110 065

Muthoot Vehicle & Asset Finance Limited Muthoot Broadcasting Private Limited

Emgee Board and Paper Mills Private Limited Muthoot Gold Funds Limited

Muthoot Commodities Limited Muthoot Securities Limited

Muthoot M George Chits India Limited MGM Muthoot Medical Centre Private Limited

Marari Beach Resorts Private Limited Muthoot Farms India Private Limited

Dukanvadi Plantations Private Limited Kunkeshwar Plantations Private Limited

Muthoot Precious Metals Limited


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Name, Designation, Occupation, DIN Age Address Other Directorships Muthoot M George Institute of Technology

George Thomas Muthoot Designation: Whole Time Director Occupation: Business DIN: 00018281 Date of Appointment: 01.04.2010

62 Muthoot House, House No. 9/324 A,

Miss East Lane, Baker Junction

Kottayam Kerala 686 001

Emgee Muthoot Benefit Fund (India) Limited Muthoot Leisure And Hospitality Services Private

Limited Muthoot Vehicle & Asset Finance Limited

Muthoot Holiday Homes And Resorts Private Limited Muthoot Travelsmart Private Limited

Unisom Rubber And Plantations Private Limited Muthoot M George Chits (India) Limited

MGM Muthoot Medical Centre Private Limited Venus Diagnostics Limited

Marari Beach Resorts Private Limited Muthoot Broadcasting Private Limited

Muthoot Investment Advisory Services Private Limited Muthoot Homefin (India) Limited. Muthoot Precious Metals Limited

Juyathi Plantations Private Limited Avalagaon Plantations Private Limited

Muthoot M George Institute of Technology Muthoot Anchor House Hotels Private Limited

Emgee Properties and Investments Private Limited Adams Properties Private Limited

George Jacob Muthoot Designation: Whole Time Director Occupation: Business DIN:00018235 Date of Appointment:01.04.2010

59 Muthoot House House No. TC/4/2515

Marappalam Pattom P. O.

Thiruvananthapuram Kerala 695 004

Muthoot Securities Limited Muthoot Exchange Company Private Limited

Muthoot Vehicle & Asset Finance Limited Geo Bros Muthoot Funds (India) Limited

Muthoot Commodities Limited MGM Muthoot Medical Centre Private Limited

Venus Diagnostics Limited Marari Beach Resorts Private Limited Muthoot Broadcasting Private Limited

Muthoot Insurance Brokers Private Limited Muthoot Infotech Private Limited

Muthoot Systems and Technologies Private Limited Muthoot Leisure and Hospitality Services Private Limited

Muthoot Holiday Homes And Resorts Private Limited Muthoot Developers Private Limited

Emgee Board and Paper Mills Private Limited Udeli Rubber and Plantations Private Limited

Muthoot M George Chits India Limited Muthoot Global Money Transfers Private Limited

Muthoot Precious Metals Limited Muthoot Homefin (India) Limited

Kharepaten Plantations Private Limited Kanedi Plantations Private Limited

Muthoot M George Institute of Technology Muthoot Anchor House Hotels Private Limited

Emgee Properties and Investments Private Limited Adams Properties Private Limited

Muthoot Marketing Services Private Limited Oxbow Properties Private Limited

George Alexander Muthoot Designation: Managing Director Occupation: Business DIN: 00016787 Date of Appointment: 01.04.2010

56 Muthoot House G 343, Panampilly Nagar Ernakulam

Kerala 682 036

Muthoot Vehicle & Asset Finance Limited Muthoot Developers Private Limited

Muthoot M George Chits India Limited Muthoot Commodities Limited

Muthoot Securities Limited Muthoot Exchange Company Private Limited

MGM Muthoot Medical Centre Private Limited Venus Diagnostics Limited

Marari Beach Resorts Private Limited Muthoot Broadcasting Private Limited

Muthoot Insurance Brokers Private Limited Sawanthavadi Rubber and Plantation Private Limited

Muthoot Infotech Private Limited Muthoot Systems And Technologies Private Limited

Muthoot M George Permanent Fund Limited Oxbow Properties Private Limited

Unix Properties Private Limited Muthoot M George Institute of Technology

Rangana Rubber & Plantations Private Limited Maneri Rubber & Plantations Private Limited Amboli Rubber & Plantations Private Limited

Adams Properties Private Limited Varavade Plantations Private Limited Moroshi Plantations Private Limited

Muthoot Homefin (India) Limited Muthoot Precious Metals Limited

Muthoot Anchor House Hotels Private Limited Emgee Properties and Investments Private Limited

Muthoot Marketing Services Private Limited


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Name, Designation, Occupation, DIN Age Address Other Directorships P. George Varghese Designation: Independent Director Occupation: Industrialist DIN: 00317319 Date of Appointment: 10.09.2008

62 9B, Amber Park, Canon Shed Road,

Cochin, Kerala 682 011

FCI OEN Connectors LimitedFCI Technology Services Limited

GeoMaths Stocks & Shares Trading Private LimitedPrima Components Limited

Yoi-Ujar Stocks& shares Trading Private Limited Prime Business Private Limited

Fina Corporate Solutions & Technologies Private Ltd K. John Mathew Designation: Independent Director Occupation: Retired High Court Judge DIN: 00371128 Date of Appointment: 10.09.2008

78 1445, Kattapurath 41 Division,

Veekshanam Road, Kochi Corporation

Ernakulam Kerala 682 018

Nil

John K Paul Designation: Independent Director Occupation: Business DIN: 00016513 Date of Appointment: 21.07.2010

57 Kuttukaran House St. Benedict Road

Ernakulam Kerala 682 018

Popular Vehicles and Services Limited Popular Kuttukaran Cars Private Limited

Popular Auto Dealers Private Limited Popular Auto Spares Private Limited Popular Auto Woks Private Limited

Keracon Equipments Private Limited Prabal Motors Private Limited

George Joseph Designation: Independent Director Occupation: Company Executive DIN: 00253754 Date of Appointment: 21.07.2010

61 1/362, Melazhakath House,

Alanickal Estate Road

Arakulam P.O. Idukki district

Kerala 685 591

Wonderla Holidays Limited

Changes in our Board in the preceding three years are as follows:

Name of the Director Date of appointment Date of cessation Reason Sara George July 28, 2000 July 21, 2010 Resignation Anna Alexander November 30, 2001 July 21, 2010 Resignation George Alexander Muthoot April 01, 2010 N.A Change in designation M G George Muthoot April 01, 2010 N.A Change in designation George Jacob Muthoot April 01, 2010 N.A Change in designation George Thomas Muthoot April 01, 2010 N.A Change in designation George Joseph July 21, 2010 N.A Appointment John K. Paul July 21, 2010 N.A Appointment Company Secretary and Compliance Officer Rajesh A. Muthoot Chambers, 2nd Floor, Opposite Saritha Theatre Complex, Banerji Road, Kochi 682 018, Kerala, India. Tel: (91 484) 353 5533 Fax: (91 484) 2396506 E-mail: [email protected] Investors can contact the compliance officer in case of any pre-Issue or post-Issue related problems such as non-receipt of letters of allotment, credit of SDs, interest on application money etc in the respective beneficiary account or refund orders, etc.

Chief Financial Officer Oommen K Mammen Chief Financial Officer Muthoot Chambers, 2nd Floor, Opposite Saritha Theatre Complex, Banerji Road, Kochi 682 018, Kerala, India.


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Tel: (91 484) 239 7156 Fax: (91 484) 2396506 E-mail: [email protected] Statutory Auditors M/s Rangamani & Co Chartered Accountants 17/598, 2nd Floor CardBankBuilding West of YMCA VCSB Road Allepey 688 001 Kerala India Tel: (91 477) 226 1542 Fax: (91 477) 226 1542 Email: [email protected] M/s Rangamani & Co has been the statutory auditor of the Company since 2002 and there has been no change in the statutory auditor of the Company since 3 years preceding the date of this Information Memorandum.

Debenture Trustee IDBI Trusteeship Services Limited Asian Building, Ground Floor 17, R. Kamani Marg Ballard Estate Mumbai – 400 001 Tel: 91 22 4080 7000 Fax : 91 22 6631 1776 Email: [email protected] Website: www.idbitrustee.com Contact Person: Ms. Sarita Iyer Registrar to the Issue Link Intime India Pvt Limited C-13 , Kantilal Maganlal Estate Pannalal Silk Mills Compound ,L.B.S Marg , Bhandup ( West), Mumbai 400 078 Tel: + 91 22 2596 0320 Fax: + 91 22 2596 0329 Email: [email protected] Contact Person : Ganesh Jadhav – Asst. Vice President - Depository Operations Arranger/Underwriter The Company has not engaged any Arranger/Underwriter for the Issue. Banker to the Issue IDBI Bank Limited Panampilly Nagar, Kochi 682 036 Kerala, India


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Telephone: (+91 484) 2310390 Facsimile: (+91 484) 2319042 Email: [email protected] Website: www.idbibank.com Contact Person: Naveen Raj SEBI Registration Number: INBI00000076 Credit Rating Agencies ICRA Limited 1105, Kailash Building 11th Floor, 26, Kasturba Gandhi Marg New Delhi – 110001, India Telephone: (+9111) 23357940-50 Facsimile: (+9111) 23357014 Website: www.icra.in SEBI Registration Number: IN/CRA/003/1999 CRISIL Limited CRISIL House, Central Avenue Hiranandani Business Park, Powai Mumbai 400 076, India. Telephone: (+91 22) 3342 3000 Facsimile: (+91 22) 3342 3050 Website: www.crisil.com SEBI Registration Number: IN/CRA/001/1999 Disclaimer clause of ICRA “This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you and any change in the terms or size of the issue would require the rating to be reviewed by us. If there is any change in the terms and conditions or size of the instrument rated, as above, the same must be brought to our notice before the issue of the instrument. If there is any such change after the rating is assigned by us and confirmed to use by you, it would be subject to our review and may result in change in the rating assigned. ICRA reserves its right to suspend, withdraw or revise the above at any time on the basis of new information or unavailability of information or such other circumstances, which ICRA believes, may have an impact on the rating assigned to you. The rating, as aforesaid, however, should not be treated as a recommendation to buy, sell or hold the bonds to be issued by you. If the instrument rated, as above, is not issued by you within a period of 2 days from the date of this letter communicating this rating, the same would stand withdrawn unless revalidated before the expiry of 2 days.”


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Disclaimer clause of CRISIL “A CRISIL rating reflects CRISIL’s current opinion on the likelihood of timely payment of obligations under the rated instrument and does not constitute an audit of the rated entity by CRISIL. 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 and 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. CRISIL has a practise of keeping all its ratings under surveillance and ratings are revised as and when circumstances so warrant. CRISIL is not responsible for any error and especially states that it has no financial liability whatsoever to the subscribers/ users/ transmitters/ distributors of its ratings. For the latest rating information of any company rated by CRISIL please contact CRISIL RATING DESK, at [email protected] or at (+91 22) 3342 3001 – 09.” Additional Rating The Company has the right to obtain rating from a different rating agency; however the company assures the investors that the company will ensure that the rating at any point of time will not go below the present AA-/Stable rating obtained from the above rating agencies.


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SUMMARY OF BUSINESS & ISSUER PROFILE

A Brief Summary of the Business/Activities of the issuer and its line of Business: We are the largest gold financing company in India in terms of loan portfolio with a market share of 20.3% as of March 31, 2012, according to the IMaCS Industry Report 2012. We provide personal loans secured by gold jewellery, or Gold Loans, primarily to individuals who possess gold jewellery but are not able to access formal credit within a reasonable time, or to whom credit may not be available at all, to meet unanticipated or other short-term liquidity requirements. According to the IMaCS Industry Report 2012, as of March 31, 2012 our branch network was the largest among gold loan NBFCs in India. Our Gold Loan portfolio as of September 30, 2012 comprised approximately 5.86 million loan accounts in India that we serviced through 3,853 branches across 20 states, the national capital territory of Delhi and four union territories in India. We have since increased our branch network to 3,914 branches as of December 31, 2012. As of December 31, 2012, we employed 24,846 persons in our operations.

We are a “Systemically Important Non-Deposit Taking NBFC” (NBFC-ND-SI)headquartered in the south Indian state of Kerala. Our operating history has evolved over a period of 73 years since M George Muthoot (the father of our Promoters) founded a gold loan business in 1939 under the heritage of a trading business established by his father, Ninan Mathai Muthoot, in 1887. Since our formation, we have broadened the scale and geographic scope of our gold loan operations so that, as of March 31, 2012, we were India’s largest provider of Gold Loans. For the years ended March 31, 2010, 2011 and 2012 and six months ended September 30, 2012, revenues from our Gold Loan business constituted 98.08%, 98.75%, 99.12% and 98.77%, respectively, of our total income. In addition to our Gold Loans business, we provide money transfer services through our branches as sub-agents of various registered money transfer agencies and also provide collection agency services. We also operate three windmills in the state of Tamil Nadu.

We issue secured non-convertible debentures called “Muthoot Gold Bonds” on a private placement basis. Proceeds from our issuance of Muthoot Gold Bonds form a significant source of funds for our Gold Loan business. We also rely on bank loans and subordinated debt instruments as our sources of funds. As of September 30, 2012 we had Rs.80,517.63 million outstanding in Muthoot Gold Bonds and Rs.130,954.30 million in other borrowings. We also raise capital by issuing commercial paper and listed and credit rated non-convertible debentures under private placement mode or through public issues to various institutional corporate, high net worth and retail investors.

Our customers are typically small businessmen, vendors, traders, farmers and salaried individuals, who for reasons of convenience, accessibility or necessity, avail of our credit facilities by pledging their gold jewellery with us rather than by taking loans from banks and other financial institutions. We provide retail loan products, primarily comprising Gold Loans. We also disburse other loans, including those secured by Muthoot Gold Bonds. Our Gold Loans have a maximum 12 month term. Our average disbursed Gold Loan amount outstanding was Rs.40,003 per loan account as of September 30, 2012. For the six months ended September 30, 2012, our retail loan portfolio earned, on an average, interest of 1.81% per month, or 21.69% per annum.

The RBI has recently amended the Non Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 (“RBI Prudential Norms Directions 2007”). The amendments now make it compulsory for NBFCs to maintain a loan to value ratio not exceeding 60.00% for loans granted against the collateral of gold jewellery and to disclose in their balance sheet the percentage of such loans to their total


14

assets. The amendments also require that such NBFCs wherein loan against gold jewellery comprise 50.00% or more of their financial assets maintain a minimum Tier I capital of 12.00% by April 1, 2014 and stipulate that they shall not grant any advance against bullion/primary gold and gold coins. The RBI has also reviewed its guidelines on the Fair Practice Code for all NBFCs, which among other things, cover general principles relating to adequate disclosures on the terms and conditions of loans the manner of disbursement of loans, including any change in their underlying terms and conditions, procedure for determining interest rate for such loans and adopting non-coercive recovery methods. These amendments further require NBFCs engaged in extending loans against jewellery to put in place adequate internal policies to ensure, among other things, proper assessment procedures for the jewellery received as collateral, internal control mechanisms for ascertaining the ownership of gold jewellery, procedures in relation to storage and safeguard and insurance of gold jewellery and adequate measures for prevention of fraudulent transactions. As of March 31, 2010, 2011 and 2012 and as of September 30, 2012, our portfolio of outstanding gross Gold Loans under management was Rs.73,417.35 million, Rs.157,280.72 million, Rs.244,172.99 million and Rs.234,395.68 million, respectively, and approximately 65.53 tons, 112.01 tons, 137.11 tons and 127.03 tons, respectively, of gold jewellery was held by us as security for our Gold Loans. Gross non-performing assets (“NPAs”) were at 0.46%, 0.29%, 0.56% and 1.37% of our gross retail loan portfolio under management as of March 31, 2010, 2011 and 2012 and as of September 30, 2012, respectively.

For the years ended March 31, 2010, 2011 and 2012, our total income was Rs.10,893.80 million, Rs.23,158.68 million and Rs.45,490.55 million, respectively, demonstrating an annual growth rate of 75.59%, 112.59% and 96.42%respectively. For the six months ended September 30, 2012, our total income was Rs.26,103.31 million. For the years ended March 31, 2010, 2011 and 2012, our profit after tax was Rs.2,275.76 million, Rs.4,941.78 million and Rs.8,920.22 million, respectively, demonstrating an annual growth rate of 132.89%, 117.15% and 80.51%, respectively. For the six months ended September 30, 2012 , our profit after tax was Rs.5,141.23 million. As of March 31, 2010, 2011 and 2012 and as of September 30, 2012, our net worth was Rs.5,845.47 million, Rs.13,344.15 million, Rs.29,257.33 million and Rs.34,398.56 million respectively. A Brief Summary of the key financial parameters are as under:

Particulars

Half Year ended

September 30, 2012

Year Ended

March 31, 2012

Year Ended

March 31, 2011

Year Ended March

31, 2010

Networth 34,398.56

29,257.33

13,344.15

5,845.47

Total Debt of Which:

Non-Current Maturities of Long Term Borrowing 64,237.04

62,416.54

26,692.19

11,208.21

Short Term Borrowing 89,467.48

92,386.83

72,414.08

22,315.07

Current Maturities of Long Term Borrowing 57,706.37

38,960.85

20,233.91

19,269.13

Unpaid Matured Debentures 61.04

68.39

45.69

12.85

Net Fixed Assets 2,761.41

2,621.06

1,835.58

1,242.04

Non Current Assets 4,120.13

3,860.44

2,839.96

1,808.89

Cash and Cash Equalents 12,253.06

7,950.38

13,754.94

5,759.93

Current Investments -


15

600.00 900.00 -

Current Assets 253,210.71

229,861.60

134,370.07

61,546.63

Current Liabililities 154,713.56

139,361.24

95,915.08

45,552.02

Assets Under Management (Gross Retail Loan) 237,436.04

246,736.02

158,684.55

74,381.48

Off Balance Sheet Assets 7,102.02

33,352.12

41,863.93

20,083.16

Interest Income 25,935.75

45,280.31

22,983.44

10,774.52

Interest Expense 13,688.92

23,699.00

10,382.87

4,745.36

Provisioning and Write offs 294.82

419.97

341.75

27.17

PAT 5,141.23

8,920.22

4,941.78

2,275.76

Gross NPA (%)* 1.37 0.56 0.29 0.46

Net NPA (%)* 1.2 0.49 0.25 0.41 Tier I Capital Adequacy Ratio (%) 14.04 12.84 10.62 9.86 Tier II Capital Adequacy Ratio (%) 5.91 5.45 5.2 4.93

Gross Debt Equity Ratio:

Before the Issue 6.15

After the Issue 6.16

*on Gross Retail Loans

Brief History of the Issuer since its incorporation giving details of its activities including any reorganization , reconstruction ,or amalgamation and Corporate Profile Our Company was originally incorporated as a private limited company on March 14, 1997 with the name “The Muthoot Finance Private Limited” under the Companies Act. Subsequently, by fresh certificate of incorporation dated May 16, 2007, our name was changed to “Muthoot Finance Private Limited”. The Company was converted into a public limited company on November 18, 2008 with the name “Muthoot Finance Limited” and received a fresh certificate of incorporation consequent upon change in status on December 02, 2008 from the RoC. Merger with Muthoot Enterprises Private Limited Our Company, along with Muthoot Enterprises Private Limited, filed a composite scheme of arrangement bearing C.P. Nos. 48 and 50 of 2004 under the Companies Act before the High Court of Kerala (“Scheme of Amalgamation”). The Scheme of Amalgamation was approved by the board of directors of our Company through the board resolution dated April 28, 2004. Pursuant to the approval of the Scheme of Amalgamation by the High Court of Kerala by an order dated January 31, 2005, Muthoot Enterprises Private Limited was merged with our Company and the High Court of Kerala had instructed all the parties to comply with the statutory and other legal requirements to make the Scheme of Amalgamation effective. The Company on March 22, 2005 filed a certified copy of the order of the High Court of Kerala with the RoC. With the successful implementation of the Scheme of Amalgamation, the undertaking of Muthoot Enterprises Private Limited along with its assets and liabilities was transferred to and vested in our Company.


16

Changes in the Registered Office At the time of incorporation, the Company’s registered office was situated at Supremo Complex, Toll Junction, Edapally, Kochi 682 024. With effect from November 20, 2001, the registered office of the Company was shifted to its present registered office, at Muthoot Chambers, 2nd Floor, Opposite Saritha Theatre Complex, Banerji Road, Kochi 682 018, India, for administrative convenience. Changes in the activities of our Company during the last five years: Demerger of the FM radio business Our Company filed a scheme of de-merger dated March 17, 2010 under Sections 391 to 394 of the Companies Act, with the High Court of Kerala at Ernakulam for the demerger of the radio business of the Company to Muthoot Broadcasting Private Limited. By an order dated April 09, 2010, the High Court of Kerala sanctioned the scheme of demerger. In terms of the scheme of merger, all existing properties, rights, powers, liabilities and assets as detailed in the scheme, duties of the radio business of the Company, have been transferred to Muthoot Broadcasting Private Limited with effect from January 01, 2010, which is the appointed date as per the scheme of arrangement. Further, in terms of the order, all proceedings pending by or against the Company relating to radio business will be continued by or against Muthoot Broadcasting Private Limited. Thereafter, pursuant to order of the Ministry of Information and Broadcasting dated July 20, 2010, the Company obtained approval for the transfer of the FM radio license to Muthoot Broadcasting Private Limited subject to certain conditions. Key events, milestones and achievements

Year Particulars 2000-2001 RBI license obtained to function as an NBFC. 2003-2004 Obtained highest rating of F1 from Fitch Ratings for short term debt of ` 200.0 million. 2004-2005 Retail loan and debenture portfolio of our Company exceeds ` 5.0 billion.

Merger of Muthoot Enterprises Private Limited with our Company. F1 rating obtained from Fitch Ratings affirmed with an enhanced short term debt of ` 400.0

million. 2005-2006 Retail loan and debenture portfolio crosses ` 7.0 billion and ` 6.0 billion respectively.

Overall credit limits from banks crosses ` 1.0 billion. 2006-2007 Retail loan portfolio of our Company crosses ` 14.0 billion

RBI accords status of Systemically Important ND-NBFC. Branch network of our Company crosses 500 branches. Net owned funds of our Company crosses ` 1.0 billion.

2007-2008 Retail loan and debenture portfolio crosses ` 21.0 billion and ` 12.0 billion respectively. Net owned funds of our Company crosses ` 2.0 billion. F1 rating obtained from Fitch Ratings affirmed with an enhanced short term debt of ` 800.0

million. Overall credit limits from lending banks crosses ` 5.0 billion.

2008-2009 Conversion of our Company into a public limited company. Fresh RBI license obtained to function as an NBFC without accepting public deposits,

consequent to change in name Retail loan and debenture portfolio crosses ` 33.0 billion and ` 19.0 billion respectively. Net owned funds of our Company crosses ` 3.0 billion. Gross annual income crosses ` 6.0 billion. Overall credit limits from lending banks crosses ` 10.0 billion. Branch network of our Company crosses 900 branches.

2009-2010 Retail loan and debenture portfolio crosses ` 74.0 billion and `27.0 billion respectively. Net owned funds of our Company crosses ` 5.0 billion. Overall credit limits from lending banks crosses ` 17.0 billion. ICRA assigns ‘A1+’ rating for short term debt of ` 2.0 billion. CRISIL assigns ‘P1+’ rating for short term debt of ` 4.0 billion. Branch network of our Company crosses 1,600 branches. Demerger of the FM radio business into Muthoot Broadcasting Private Limited. Gross annual income crossed `10.0 billion.

2010-2011 Retail loan and debenture portfolio crosses ` 158.0 billion and ` 39.0 billion respectively.


17

Year Particulars CRISIL assigns “AA-/Stable” rating for ` 4.0 billion non convertible debenture issue. CRISIL assigns “AA-/Stable” rating for ` 1.0 billion subordinated debts issue. ICRA assigns long term rating of “AA-/Stable” for the `1 billion subordinated debt issue

and for ` 2.0 billion Non-convertible Debenture issue respectively. Branch network crossed 2,700 branches. Overall credit limits from lending banks crosses ` 60.0 billion. Net owned funds crossed `13.0 billion. Gross annual income crossed `23.0 billion. Private equity investment of an aggregate of `2,556.9 million from Matrix Partners India

Investments, LLC, The Wellcome Trust, Kotak PE, Kotak Investments and Baring India PE .

2011-2012 Successful IPO of `9,012.5 million in April 2011. Listing of Equity Shares in BSE and NSE. Retail loan portfolio crosses ` 246.0 billion. Retail debenture portfolio crosses ` 66 billion. ICRA assigns long term rating of AA- Stable and short term rating of A1+ for the `

93,530.0 million line of credit. Raised ` 6.93 billion through a public issue of secured non-convertible

debentures under Series I. Raised ` 4.6 billion through a public issue of secured non-convertible debentures under

Series II. Received the Golden Peacock Award, 2012 for corporate social responsibility. Net owned funds crossed ` 29.0billion. Gross annual income crossed `45.0 billion. Bank credit limit crosses `92.0 billion. Branch network crosses 3,600 branches.

2012-2013 ICRA assigns long term rating of AA- Stable and short term rating of A1+ for the ` 104,280.0 million

Raised ` 2.6 billion through a public issue of 2.6 million secured non-convertible debentures under Series III.

Raised ` 2.7 billion through a public issue of 2.7 million secured non-convertible debentures under Series IV.


18

CAPITAL STRUCTURE

1. Details of share capital

The share capital of our Company as at date of this Information Memorandum is set forth below:

Particulars Amount in ` A Authorised share capital 450,000,000 Equity Shares of ` 10.00 each 4,500,000,000 5,000,000 Redeemable Preference Shares of ` 1,000.00 each 5,000,000,000 TOTAL 9,500,000,000 B Issued, subscribed and paid-up share capital 371,712,768 Equity Shares of ` 10.00 each 3,717,127,680

2. Changes in the authorised capital of our Company as on the date of this Information

Memorandum:

Details of increase in authorised share capital since incorporation

S.No. Particulars of increase Date of Shareholders’

meeting

AGM/EGM

1. Increase in authorised share capital from ` 6,000,000 divided into 600,000

equity shares of ` 10 each to ` 26,000,000 divided into 2,600,000 equity shares of ` 10 each.

November 20, 2001

EGM

2. Increase in authorised share capital from ` 26,000,000 divided into 2,600,000 equity shares of ` 10 each to ` 86,000,000 divided into 8,600,000 equity shares of ` 10 each.*

August 21, 2004 Court convened general meeting

3. Increase in authorised share capital from ` 86,000,000 divided into 8,600,000 equity shares of ` 10 each to ` 500,000,000 divided into 50,000,000 equity shares of ` 10 each.

September 10, 2008

AGM

4. Increase in authorised share capital from ` 500,000,000 divided into 50,000,000 equity shares of ` 10 each to ` 3,500,000,000 divided into 350,000,000 equity shares of ` 10 each.

August 24, 2009 EGM

5. Increase in authorised share capital from ` 3,500,000,000 divided into 350,000,000 equity shares of ` 10 each to ` 4,500,000,000 divided into 450,000,000 equity shares of ` 10 each.

September 21, 2010

EGM

6. Increase in authorised share capital from ` 4,500,000,000 divided into 450,000,000 equity shares of ` 10 each to ` 9,500,000,000 divided into 450,000,000 equity shares of ` 10 each and 5,000,000 redeemable preference shares of ` 1,000 each.

March 07, 2011 EGM

*This increase in authorised share capital was pursuant to the order of the High Court of Kerala, Ernakulam dated January 31, 2005 approving the scheme of arrangement and amalgamation of Muthoot Enterprises Private Limited with our Company. 3. Share capital history of the Company

(a) Equity Share capital history of the Company:

Date of allotment

No. of Equity Shares

Face value

(`)

Issue price

(`)

Nature of consideration

Reasons for allotment

Cumulative no. of Equity Shares

Cumulative paid-up

share capital (`)

Cumulative share

premium (`)

March 14, 1997

4,000 10 10 Cash Subscription to the Memorandum(1)

4,000 40,000 -

March 30, 1998

250,000 10 10 Cash Preferential Allotment(2)

254,000 2,540,000 -

March 06, 2002

1,750,000 10 30 Cash Preferential Allotment(3)

2,004,000 20,040,000 35,000,000

March 21, 2005

1,993,230 10 - Consideration other than

cash, pursuant to scheme of

amalgamation

Allotment pursuant to scheme of amalgamation.(4)

3,997,230 39,972,300 35,000,000


19

Date of allotment


Face value

(`)

Issue price

(`)




Cumulative paid-up

share capital (`)

Cumulative share

premium (`)

October 31, 2006


4,997,230 49,972,300 275,000,000

February 27, 2007

2,770 10 10 Cash Preferential Allotment(6)

5,000,000 50,000,000 275,000,000

July 31, 2008


6,000,000 60,000,000 515,000,000

October 21, 2008

42,000,000 10 - N.A. Bonus issue in the ratio 7:1(8)

48,000,000 480,000,000 515,000,000

December 31, 2008


49,000,000 490,000,000 755,000,000

August 29, 2009

252,000,000 10 - N.A. Bonus issue in the ratio 36:7(10)

301,000,000 3,010,000,000 0

July 23, 2010

6,404,256 10 123 Cash Preferential allotment to Matrix Partners India Investments, LLC pursuant to the Matrix Investment Agreement.

307,404,256 3,074,042,560 723,680,928

July 23, 2010

6,404,256 10 123 Cash Preferential allotment to Baring India Private Equity Fund III Limited pursuant to the Baring Investment Agreement

313,808,512 3,138,085,120 1,447,361,856

September 08, 2010

3,042,022 10 133 Cash Preferential allotment to Kotak India Private Equity Fund pursuant to the Kotak Investment Agreement.

316,850,534 3,168,505,340 1,821,530,562

September 08, 2010

160,106 10 133 Cash Preferential allotment to Kotak Investment Advisors Limited pursuant to the Kotak Investment Agreement.

317,010,640 3,170,106,400 1,841,223,600

September 23, 2010

1,440,922 10 173.50 Cash Preferential allotment to Matrix Partners India Investments, LLC pursuant to the Matrix Investment Agreement.

318,451,562 3,184,515,620 2,076,814,380

September 23, 2010

1,761,206 10 173.50 Cash Preferential allotment to The Wellcome Trust Limited (as trustee of The Wellcome Trust, United Kingdom) pursuant to the Wellcome Investment Agreement.

320,212,768 3,202,127,680 2,364,771,561

May 03, 51,500,000 10 175 Cash Allotment 371,712,768 3,717,127,680 10,862,271,561


20

Date of allotment


Face value

(`)

Issue price

(`)




Cumulative paid-up

share capital (`)

Cumulative share

premium (`)

2011 pursuant to initial public offering

1. At the time of incorporation, upon subscription to the Memorandum, allotment of 1, 000 Equity Shares to each of M.G.

George Muthoot, George Thomas Muthoot, George Jacob Muthoot and George Alexander Muthoot. 2. Allotment of 62, 500 Equity Shares to each of M.G. George Muthoot, George Thomas Muthoot, George Jacob Muthoot and

George Alexander Muthoot.

3. Allotment of Equity Shares to M.G. George Muthoot (200, 000), George Thomas Muthoot (200, 000), George Jacob Muthoot (200, 000), George Alexander Muthoot (250, 000), Georgie Kurien (150, 000), Valsa Kurien (150, 000), Sara George (150, 000), Susan Thomas (150, 000), Elizabeth Jacob (150, 000), and Anna Alexander (150, 000).

4. Allotment of Equity Shares to M.G George Muthoot (684, 700), George Thomas Muthoot (234, 366), George Alexander Muthoot (587, 866), Susan Thomas (58, 733), George Jacob Muthoot (340, 900), Elizabeth Jacob (38, 133), Anna Alexander (48, 433), Paul M. George (33), George M. George (33) and George M. Alexander (33) pursuant to order of the High Court of Kerala, Ernakulam dated January 31, 2005 approving the scheme of arrangement and amalgamation of Muthoot Enterprises Private Limited with the Company whereby every shareholder of Muthoot Enterprises Private Limited is entitled to shares of the Company in the ratio of 3:1. For further details regarding the scheme of arrangement and amalgamation, see “History and Main Objects” on page 111.

5. Allotment of Equity Shares to M.G. George Muthoot (228, 700), George Alexander Muthoot (228, 700), George Thomas Muthoot (228, 700), George Jacob Muthoot (228, 700), Anna Alexander (30, 000), Georgie Kurien (2, 400), Sara George (4, 800), Susan Thomas (4, 800), Elizabeth Jacob (30, 000), George M. George (10, 000), Paul M. George (800), Alexander M. George (800), George M. Jacob (800) and George M. Alexander (800).

6. Allotment of Equity Shares to George Alexander Muthoot.

7. Allotment of Equity Shares to M.G. George Muthoot (120, 000), George Alexander Muthoot (120, 000), George Thomas Muthoot (120, 000), George Jacob Muthoot (120, 000), Anna Alexander (52, 000), Sara George (52, 000), Susan Thomas (52, 000), Elizabeth Jacob (52, 000), George M. George (52, 000), Paul M George (52, 000), Alexander M. George (52, 000), George M. Jacob (52, 000), George M. Alexander (52, 000) and Eapen Alexander (52, 000).

8. Allotment of Equity Shares to M.G. George Muthoot (10, 828, 300), George Alexander Muthoot (10, 519, 852), George Thomas Muthoot (4, 525, 962), George Jacob Muthoot (5, 264, 700), Anna Alexander (1, 963, 031), Sara George (1, 447, 600), Susan Thomas (1, 508, 731), Elizabeth Jacob (1, 540, 931), George M. George (434, 931), Paul M. George (370, 531), Alexander M. George (370, 300), George M. Jacob (370, 300), George M. Alexander (370, 531), Eapen Alexander (365, 400), Susan Kurien (700), Reshma Susan Jacob (700), Anna Thomas (700), Valsa Kurien (1, 050, 000 ) and Georgie Kurien (1, 066, 800).

9. Allotment of Equity Shares to M.G. George Muthoot (120, 000), George Alexander Muthoot (120, 000), George Thomas Muthoot (120, 000), George Jacob Muthoot (120, 000), Anna Alexander (52, 000), Sara George (52, 000), Susan Thomas (52, 000), Elizabeth Jacob (52, 000), George M. George (52, 000), Paul M George (52, 000), Alexander M. George (52, 000), George M. Jacob (52, 000), George M. Alexander (52, 000) and Eapen Alexander (52, 000).

10. Allotment of Equity Shares to M.G. George Muthoot (37, 800, 000), George Alexander Muthoot (37, 800, 000), George Thomas Muthoot (37, 800, 000), George Jacob Muthoot (37, 800, 000), Anna Alexander (12, 600, 000), Sara George (11, 414, 736), Susan Thomas (25, 200, 000), Elizabeth Jacob (12, 600, 000), George M. George (5, 670, 000), Paul M. George (2, 445, 264), Alexander M. George (5, 670, 000), George M. Jacob (12, 600, 000), George M. Alexander (6, 300, 000), Eapen Alexander (6, 300, 000).

(b) Equity Shares issued for consideration other than cash

Date of

allotment No. of Equity

Shares Issue price

(`) Reasons for allotment Benefits accruing to the Company

March 21, 2005 1, 993, 230 - Pursuant to scheme of

amalgamation(1)Allotment pursuant to scheme of

amalgamation.TOTAL 1, 993, 230

1. Allotment of Equity Shares to M.G George Muthoot (684, 700), George Thomas Muthoot (234, 366), George Alexander

Muthoot (587, 866), Susan Thomas (58, 733), George Jacob Muthoot (340, 900), Elizabeth Jacob (38, 133), Anna Alexander (48, 433), Paul M. George (33), George M. George (33) and George M. Alexander (33) pursuant to order of the High Court of Kerala, Ernakulam dated January 31, 2005 approving the scheme of arrangement and amalgamation of Muthoot Enterprises Private Limited with the Company whereby every shareholder of Muthoot Enterprises Private Limited is entitled to shares of the Company in the ratio of 3:1.


21

4. Share holding pattern of our Company as on December 31, 2012

Category of shareholder Number of

shareholders

Total number

of Equity Shares

Number of shares held indematerialise

d form

Total shareholding as a % of

total number of

Equity Shares (A+B)

Total shareholdin

g as a % of total number of

Equity Shares

(A+B+C)

Shares pledged or otherwise encumbered

Number of

shares

As a %

Shareholding of Promoter and Promoter Group (A)Indian Individuals/HUF 13 297,797,872 297,797,872 80.12 80.12 0 0.00 Central Government/State Government(s)

- - - - - - -

Bodies Corporate - - - - - - - Financial Institutions/Banks - - - - - - - Any Other - - - - - - Foreign- Individuals (Non-Resident Individuals/Foreign Individuals)

- - - - - - -

Bodies Corporate (OCB) - - - - - - - Institutions/FII - - - - - - - Any Other - - - - - - - Total Shareholding of Promoter and Promoter Group (A)

13 297,797,872 297,797,872 80.12 80.12 0 0.00

Public shareholding (B) Institutions (B1)

Mutual Funds/UTI 12 13,305,852 13,305,852 3.58 3.58 N.A. N.A. Financial Institutions/Banks 2 9,400 9,400 0.00 0.00 N.A. N.A.Central Government/State Government(s)

- - - - - N.A. N.A.

Venture Capital Funds - - - - - N.A. N.A. Insurance Companies - - - - N.A. N.A. Foreign Institutional Investors

52 25,725,083 25,725,083 6.92 6.92 N.A. N.A.

Foreign Venture Capital Investors

- - - - - N.A. N.A.

Qualified Foreign Investors - - - - - N.A. N.A. Sub-Total (B)(1) 66 39,040,335 39,040,335 10.50 10.50 N.A. N.A.Non-institutions (B2) Bodies Corporate 372 4,370,198 4,370,198 1.18 1.18 N.A. N.A.Individual shareholders holding nominal share capital upto ` 1 lakh

49,848 5,071,037 5,067,969 1.36 1.36 N.A. N.A.

Individual shareholders holding nominal share capital in excess of ` 1 lakh

53 2,488,091 2,488,091 0.67 0.67 N.A. N.A.

Qualified Foreign Investors - - - - - - - Any Others 1,070 22,945,235 22,945,235 6.17 6.17 N.A. N.A. Others including Trusts 251 1 64,632 1 64,632 0.04 0.04 N.A. N.A. Clearing members - - - - - - -Foreign nationals, Non Resident Indians (Repatriation basis), Non Resident Indians (Non-repatriation basis), Foreign Companies

819 22,780,603 22,780,603 6.13 6.13 0 0.00

Sub-Total (B)(2) 51,343 34,874,561 34,871,493 9.38 9.38 0 0.00Total Public Shareholding (B) = (B)(1)+(B)(2)

51,409 73,914,896 73,911,828 19.88 19.88 0 0.00

Total (A)+(B) 51,422 371,712,768 371,709,700 100.00 100.00 0 0.00Shares held by custodians against which Depository receipts have been issued (C) (1) Promoter and Promoter Group

0 0 0 0 0 0 0.00

(2) Public 0 0 0 0 0 0 0.00


22

Category of shareholder Number of

shareholders

Total number

of Equity Shares

Number of shares held indematerialise

d form

Total shareholding as a % of

total number of

Equity Shares (A+B)

Total shareholdin

g as a % of total number of

Equity Shares

(A+B+C)

Shares pledged or otherwise encumbered

Number of

shares

As a %

GRAND TOTAL (A)+(B)+(C)

51,422 371,712,768 371,709,700 100.00 100.00 0 0

5. Top Ten Shareholders and the number of Equity Shares held by them as on the date of this Information Memorandum is as follows:

Sr. No. Name No. of Equity Shares

(face value of ` 10 each) No. of Equity

Shares held in Demat Form

As % of total number of shares

1. M.G. George Muthoot 47,385,132 47,385,132 12.75 2. George Alexander Muthoot 44,464,400 44,464,400 11.96 3. George Jacob Muthoot 44,464,400 44,464,400 11.96 4. George Thomas Muthoot 44,464,400 44,464,400 11.96 5. Susan Thomas 29,985,068 29,985,068 8.07 6. George M. Jacob 15,050,000 15,050,000 4.05 7. Elizabeth Jacob 14,935,068 14,935,068 4.02 8. Anna Alexander 14,935,068 14,935,068 4.02 9. Sara George 13,519,336 13,519,336 3.64 10. Matrix Partners India

Investments, LLC 7,845,178 7,845,178 2.11

TOTAL 277,048,050 277,048,050 74.53

6. Debt to Equity Ratio The debt to equity ratio prior to this Issue is based on a total outstanding debt of ` 211,471.92 million and shareholder funds amounting to ` 34,364.63 million as on 30th September, 2012. The debt equity ratio post the Issue, (assuming subscription of SDs aggregating to ` 1,00 million) would be 6.16 times, based on a total outstanding debt of ` 211,571.92 million and shareholders’ funds of ` 34,364.63 million as on 30th September, 2012

Particulars Prior to the Issue Post the Issue# Secured Loan as on 30th September, 2012 186,882.6 186,882.6 Unsecured Loan as on 30th September, 2012 24,589.32 24,689.32 Total Debt 211,471.92 211,571.92

Share Capital as on 30th September,2012 3,717.13 3,717.13 Reserves as on 30th September,2012 30,681.43 30,681.43

Less: Miscellaneous Expenditure (to the extent not written off or adjusted) as on 30th September,2012 33.93 33.93 Total Shareholders Funds 34,364.63 34,364.63

Debt Equity Ratio (No. of Times)# 6.15 6.16

# The debt-equity ratio post the Issue is indicative and is on account of assumed inflow of ` 1,00 million from the Issue and does not include contingent and off-balance sheet liabilities. The actual debt-equity ratio post the Issue would depend upon the actual position of debt and equity on the date of allotment.


23

FINANCIAL INFORMATION

SUMMARY STATEMENT OF ASSETS AND LIABILITIES

Rs. In Millions

Particulars As at Sept 30, 2012

As at Sept 30, 2011

As at March 31, 2012

As at March 31, 2011

As at March 31,

2010

EQUITY AND LIABILITIES

I Shareholders’ funds (a) Share capital 3,717.13 3,717.13 3,717.13 3,202.13 3,010.00(b) Reserves and surplus 30,681.43 22,408.08 25,540.20 10,142.02 2,835.47 34,398.56 26,125.21 29,257.33 13,344.15 5,845.47 II Non-current liabilities (a) Long-term borrowings 64,237.04 41,364.65 62,416.54 26,692.19 11,208.21 (b) Other Long term liabilities 3,981.68 1,808.64 2,686.93 1,258.61 749.82 68,218.72 43,173.29 65,103.47 27,950.80 11,958.03 III Current liabilities (a) Short-term borrowings 89,467.48 104,885.41 92,386.83 72,414.08 22,315.07

(b) Trade Payables & Other current liabilities 63,635.92 30,351.94 44,227.66 22,899.69 23,056.51

(c) Short-term provisions 1,610.16 1,212.45 2,746.75 601.31 180.44 154,713.56 136,449.80 139,361.24 95,915.08 45,552.02

Total Equity and Liabilities (I+II+III) 257,330.84 205,748.30 233,722.04 137,210.03 63,355.52

ASSETS IV Non-current assets (a) Fixed assets Tangible assets 2,761.41 2,150.92 2,621.06 1,835.58 1,242.04 Intangible assets 5.78 4.93 5.83 2.21 3.54 Capital work-in-progress 83.59 55.34 38.95 47.97 83.37

Intangible assets under development 28.15 - 16.42 - -

(b) Non-current investments 75.05 75.05 75.05 75.05 75.05 (c) Deferred tax assets (net) 87.38 5.07 3.91 (24.71) (24.82)

(d) Long-term loans and advances 1,078.77 1,115.78 1,098.70 903.86 429.71

(e) Other non-current assets - - 0.52 - - 4,120.13 3,407.09 3,860.44 2,839.96 1,808.89

V Current Assets (a) Current investments 600.00 - 900.00 - -(b) Trade receivables 9,181.39 5,124.72 7,340.24 3,468.66 1,392.02

(c) Cash and Cash Equivalents 12,253.06 13,322.22 7,950.38 13,754.94 5,759.93

(d) Short-term loans and advances 231,058.64 183,787.93 213,600.23 117,057.22 54,390.17

(e) Other current assets 117.62 106.34 70.75 89.25 4.51 253,210.71 202,341.21 229,861.60 134,370.07 61,546.63 Total Assets (IV+V) 257,330.84 205,748.30 233,722.04 137,210.03 63,355.52


24

SUMMARY STATEMENT OF PROFIT AND LOSS Rs. In Millions

Particulars

For the six months ended Sept 30,2012

For the six months

ended Sept 30,2011

For the year ended March

31, 2012


31, 2011


31, 2010

INCOME (A)

Revenue from Operations

25,935.21

20,135.72

45,366.71

23,015.06

10,804.94

Other income

168.10

109.71

123.84

143.62

88.86

Total Revenue

26,103.31

20,245.43

45,490.55

23,158.68

10,893.80 EXPENSES (B)

Employee benefits expense

2,555.61

1,751.89

4,144.77

2,209.49

1,169.44

Finance costs

13,688.92

10,148.94

23,699.00

10,382.87

4,745.36

Other expenses

1,624.98

1,735.90

3,393.19

2,239.47

1,146.55

Directors Remuneration

96.00

96.00

192.00

192.00

192.23 Depreciation and amortization expense

219.49

134.55

329.17

180.98

157.51

Provisions and Write Offs

294.82

295.72

419.97

341.75

27.17

Total expenses

18,479.82

14,163.00

32,178.10

15,546.56

7,438.26

Profit Before Tax (C=A-B)

7,623.49

6,082.43

13,312.45

7,612.12

3,455.54 Tax expense (D)

Current tax

2,565.76

2,052.17

4,420.86

2,670.45

1,192.81

Deferred tax

(83.50)

(29.79)

(28.63)

(0.11)

(13.03)

Total tax expenses

2,482.26

2,022.38

4,392.23

2,670.34

1,179.78

Profit for the year (E)

5,141.23

4,060.05

8,920.22

4,941.78

2,275.76 Earnings per share (Rs) (F)

Basic 13.83 11.19

24.29

15.78

7.56

Diluted 13.83 11.19

24.29

15.78

7.56


25

SUMMARY OF CASH FLOW STATEMENT Rs. In Millions

Particulars

For the period ended

Sept 30 2012

For the period ended

Sept 30 2011

For the year ended March 31,

2012


2011


2010

A Cash Flow From Operating Activities

Net Profit Before Taxation 7,623.49 6,082.43

13,312.45

7,612.12

3,455.54 Adjustments for:- Add: Provision for Non-Performing Assets and Standard assets

262.29

269.50

350.74

323.46

20.98

Add: Finance Cost

13,688.92

10,148.94

23,698.99

10,382.87

4,745.36

Add: Income Tax Paid

-

-

-

32.27

-

Add: Loss on Sale of Fixed Assets

-

-

-

0.13

-

Add: Depreciation and amortisation

219.49

134.55

329.17

180.98

157.51

Less: Profit on sale of Fixed Assets

(0.24)

(0.16)

(0.40)

-

(4.60)Less: Interest received on Bank Deposits

(123.33)

(109.18)

(122.57)

(142.92)

(83.71)

Less: Income from Investments

(43.83)

-

-

-

- Operating profit before working capital changes

21,626.79

16,526.08

37,568.38

18,388.91

8,291.08

Adjustments for:- (Increase) / Decrease in Loans and Advances

(17,438.46)

(66,942.62)

(96,737.85)

(63,061.72)

(29,023.71)

(Increase) / Decrease in Trade receivables

(1,841.16)

(1,656.05)

(3,871.57)

(2,076.66)

(195.29)

(Increase) / Decrease in other receivables

0.52

-

(0.52)

-

-

Increase / (Decrease) in Current liabilities

(0.67)

306.46

200.12

170.62

1,800.74

Increase / (Decrease) in Other Liabilities

5.79

17.10

16.62

2.08

40.37

Cash generated from operations

2,352.81

(51,749.03)

(62,824.82)

(46,576.77)

(19,086.81)

Finance cost paid

(11,730.38)

(8,508.49)

(19,909.08)

(11,201.22)

(3,867.68)

Direct tax paid

(2,236.58)

(1,710.53)

(4,354.21)

(2,605.32)

(1,067.84)

Net cash from operating activities

(11,614.15)

(61,968.05)

(87,088.11)

(60,383.31)

(24,022.33)

B Cash Flow From Investing Activities

Purchase of Fixed Assets

(361.40)

(452.72)

(1,118.78)

(773.86)

(326.88)

Sale of Fixed Assets

1.86

0.27

0.89

0.58

50.48 (Increase) / Decrease in Capital Work in Progress

(56.38)

(7.37)

(7.39)

(44.08)

(49.36)

(Investments in Bonds)/ Sale of Bonds

300.00

-

(900.00)

-

10.00 Interest received on Bank Deposits


26

106.89 92.08 141.07 58.18 123.38

Income from Investments

13.40

-

-

-

-

Net Cash from Investing Activities

4.37

(367.74)

(1,884.21)

(759.18)

(192.38) C Cash From Financing Activities

Net Proceeds from Issue of Debentures

17,012.76

19,015.99

34,646.13

16,289.75

8,672.68

Increase / (Decrease) in Loan from Directors / Relatives of Directors

1,166.37

97.94

(559.54)

246.99

103.49

Increase / (Decrease) in Borrowings from Bank /Financial Institutions

(1,078.67)

15,822.41

31,790.84

39,250.59

10,211.09

Increase / (Decrease) in Inter Corporate Loan

29.81

9.50

127.40

(13.70)

14.53

Increase / (Decrease) in Subordinated debt

3,548.46

3,203.61

7,695.24

3,859.18

2,147.53

Increase / (Decrease) in Commercial Papers

(3,039.39)

15,032.60

746.67

6,947.81

-

Issue of Equity Shares

-

9,012.50

9,012.50

2,556.90

-

Expenses for Initial Public Offer

-

(291.49)

(291.49)

-

- Dividend paid(including Dividend Distribution Tax)

(1,726.88)

-

-

-

-

(Increase)/ Decrease in bank deposits held for greater than 3 months

1,037.20

80.89

127.03

(1,737.69)

309.42

Net Cash from Financing Activities

16,949.66

61,983.95

83,294.78

67,399.83

21,458.74

Net Increase In Cash And Cash Equivalents (A+B+C)

5,339.88

(351.84)

(5,677.54)

6,257.34

(2,755.97)

Cash And Cash Equivalent At The Beginning of The Period

5,311.64

10,989.18

10,989.18

4,731.84

7,487.81

Cash And Cash Equivalent At The End of The Period

10,651.52

10,637.34

5,311.64

10,989.18

4,731.84

Components of Cash and Cash Equivalents at the end of the period

Current Account with Banks

9,385.63

9,347.76

2,989.29

9,329.38

3,552.13

Deposit with Banks

650.00

155.04

50.00

309.71

100.22

Cash on Hand

615.89

1,134.54

2,272.35

1,350.09

1,079.49

Total

10,651.52

10,637.34

5,311.64

10,989.18

4,731.84


27

DETAILS OF SECURITIES

Instrument Rated, Taxable, Unsecured, Redeemable, Non-Convertible Sub debt in the form of Debentures/ Promissory Note as part of Tier II Capital of the Issue

Denomination of the Instrument/ Face Value

`1 million per SD

Issue Price At Par

No. of SDs up to 1,00 SDs

Issue Size `1, 00 million.

Tenor 10 years from the Date of Allotment

Coupon Rate / Interest 12.35% p.a, Fixed

Yield to Maturity 12.35% p.a (Annualized )

Call Option None

Put Option None

Redemption Bullet , at the end of 10 years from the Date of Allotment

Redemption Date / Maturity Date 10 years from the Date of Allotment .i.e March 26, 2023

Rating [ICRA] AA- /Stable by ICRA & CRISIL AA- /Stable by CRISIL

Security Unsecured

Mode of Placement Private Placement

Dematerialized Yes

Interest Frequency Annual

Day Count Basis Actual /Actual

Business Days Mumbai and Kochi

Purpose The proceeds from the issue shall be utilised for general corporate purposes.


28

DETAILS OF OUTSTANDING FINANCIAL OBLIGATIONS

A. Details of Secured Borrowings: Our Company’s secured borrowings as on December 31, 2012 amount to ` 205,361.28 million. The details of the individual borrowings are set out below. Security for the borrowings are Pari-passu charge on current assets, book debts, loans, advances and receivables including gold loan receivables and identified immovable properties.

Working Capital facilities availed by the Company

SL NO: Lenders Name Type of Facility

Amount Sanctioned

Amount Outstanding

Repayment Date/ Renewal Date

1 HDFC BANK Working Capital STL/CC 6,000 3,978.69 21/08/2013

2 DHANALAKSHMI BANK Working Capital STL/CC 980 646.88 4/4/2013

3 INDUSIND BANK Working Capital STL/CC 3,750 2,802.04 31/08/2013

4 IDBI Working Capital STL/CC 11,000 10,930.06 22/01/2014

5 AXIS BANK Working Capital STL/CC 5,000 4,963.52 22/09/2012

6 SBT Working Capital STL/CC 2,500 2,494.39 25/06/2013

7 UNION BANK OF INDIA Working Capital STL/CC 5,000 4,992.21 26/03/2013

8 SYNDICATE BANK Working Capital STL/CC 8,500 8,457.54 30/01/2014

9 YES BANK Working Capital STL/CC 5,000 2,000.00 27/08/2013

10 SBI Working Capital STL/CC 5,000 4,998.92 29/09/2013

11 KOTAK MAHINDRA BANK Working Capital STL/CC 3,100 2,903.92 28/03/2013

12 PUNJAB NATIONAL BANK Working Capital STL/CC 5,000 4,995.55 4/8/2013

13 SOUTH INDIAN BANK Working Capital STL/CC 2,000 1,997.24 20/09/2013

14 DBS BANK LTD Working Capital STL/CC 1500 1,500.00 13/03/2013

15 DENA BANK Working Capital STL/CC 700 696.91 4/2/2014

16 ICICI BANK Working Capital STL/CC 8,000 6,000.00 14/02/2014

17 FEDERAL BANK LTD Working Capital STL/CC 3,000 2,996.03 19/09/2013

18 CENTRAL BANK OF INDIA Working Capital STL/CC 6,000 5,937.43 25/06/2013

19 JAMMU & KASHMIR BANK Working Capital STL/CC 3,500 3,487.94 22/09/2013

20 ANDHRA BANK Working Capital STL/CC 2,500 2,496.47 5/11/2013

21 CORPORATION BANK Working Capital STL/CC 2,500 2,496.47 11/3/2014

22 UCO BANK LTD Working Capital STL/CC 5,000 3,926.84 17/12/2013

23 ORIENTAL BANK OF COMMERCE

Working Capital STL/CC 1,000 997.41 12/9/2012

24 ING VYSYA BANK Working Capital STL/CC 1,000 1,000.00 30/11/2013

25 STATE BANK OF PATIALA Working Capital STL/CC 2,000 1,997.91 26/02/2014


29

26 STATE BANK OF MYSORE Working Capital STL/CC 1,000 995.78 24/01/2014

27 SIDBI Working Capital STL/CC 6,000 6,000.00 27/12/2013

28 PUNJAB AND SIND BANK Working Capital STL/CC 2,000 1,848.50 30/01/2013

29 UNITED BANK Working Capital STL/CC 1,000 1,000.00 8/12/2013

TOTAL-A 109,530 99,538.66 Overdraft against deposits with Banks Our Company has overdraft facility on the security of fixed deposits maintained with banks aggregating to ` .16 million as on December 31, 2012. Security for the borrowings are Pari-passu charge on current assets, book debts, loans, advances and receivables including gold loan receivables and identified immovable properties. Long term loans availed by the Company

SL NO: BANKS

NATURE OF FACILITY

Amount Sanctioned(` in

millions)

Amount Outstanding(` in millions)

Repayment Date/ Renewal Date

1 SBT Term Loans 3.52 3.52 31/03/2013

2 KOTAK MAHINDRA BANK Term Loans 400.00 400.00 28/03/2013

3 ICICI BANK Term Loans 7.31 7.31 1/11/2015

4 BMW Financial Services Term Loans 4.32 4.32 1/6/2015

TOTAL-B 415.15 415.15

Secured Non-Convertible Debentures

1.1. Our Company has issued to retail investors on private placement basis, secured redeemable non- convertible debentures of face value of ` 1,000 each under various series of which ` 87534.37 million is cumulatively outstanding as on December 31, 2012, the details of which are set forth below: Security for the debentures are Pari-passu charge on current assets, book debts, loans & advances and receivables including gold loan receivables and identified immovable properties.

Debenture Series

Tenor Period of Maturity Coupon

Amounts outstanding as on December 31, 2012 (` in millions) Dates of Allotment

Redemption Date/ Schedule

Credit Rating

Secured/Unsecured

AD 60 months 9.50 0.03 July 01, 2004 to November 14, 2004

July 01, 2004 to November 14, 2009 Nil Secured

AE 90 months 10.83-12 0.19 July 15, 2004 to September 30, 2004

July 15, 2004 to March 31, 2012 " "

AI 60 months 10.2-12 0.05 October 01, 2004 to February 06, 2005

October 01, 2004 to February 06, 2010 " "

AM 60 months 8.5-9 0.00 December 01, 2004 to December 31, 2004

December 01, 2004 to December 31, 2009 " "

AN 60 months 8.5-9 0.15 January 01, 2005 to February 06, 2005

January 01, 2005 to February 06, 2010 " "

AO 60 months 8-8.5 0.04 February 07, 2005 to March 31, 2005

February 07, 2005 to March 31, 2010 " "

AP 60 months 9.27-10.08 0.03

February 07, 2005 to June 14, 2005

February 07, 2005 to June 14, 2010 " "


30

AQ 60 months 8-8.5 0.37 April 01, 2005 to June 14, 2005

April 01, 2005 to June 14, 2010 " "

AR 60 months 8-8.5 0.64 June 15, 2005 to April 30, 2006

June 15, 2005 to April 30, 2011 " "

AS 60 months 8.5-9 0.62 May 01, 2006 to August 12, 2006

May 01, 2006 to August 12, 2011 " "

AT 60 months 9-9.5 1.88 August 13, 2006 to December 31, 2006

August 13, 2006 to December 31, 2011 " "

AU 60 months 9.-11 2.64 January 01, 2007 to March 31, 2007

January 01, 2007 to March 31, 2012 " "

AV 60 months 10.5-11 2.64 April 01, 2007 to June 30, 2007

April 01, 2007 to June 30, 2012 " "

AW 60 months 10.5-11 2.82 July 01, 2007 to September 30, 2007

July 01, 2007 to September 30, 2012 " "

AX 60 months 10.5-11 15.55 October 01, 2007 to December 31, 2007

October 01, 2007 to December 31, 2012 " "

AY 60 months 10.5-11 178.58 January 01, 2008 to March 31, 2008

January 01, 2008 to March 31, 2013 " "

AZ 60 months 10.5-11 199.20 April 01, 2008 to July 02, 2008

April 01, 2008 to July 02, 2013 " "

BA 60 months 11-11.5 32.89 July 03, 2008 to July 09, 2008

July 03, 2008 to July 09, 2013 " "

BB 60 months 11.11.5 225.33 July 10, 2008 to September 21, 2008


BC 60 months 11-12 355.43 September 22, 2008 to December 31, 2008

September 22, 2008 to December 31, 2013 " "

BD 60 months 11-12 456.68 January 01, 2009 to March 31, 2009

January 01, 2009 to March 31, 2014 " "

BE 60 months 10.5-11.5 509.36

April 01, 2009 to June 30, 2009

April 01, 2009 to June 30, 2014 " "

BF 60 months 10.50 949.91 July 01, 2009 to September 30, 2009


BG 60 months 9.5-10.5 778.13 October 01, 2009 to December 31, 2009


BH 60 months 9-10.5 1,651.99 January 01, 2010 to March 31, 2010

January 01, 2010 to March 31, 2015 " "

BI 60 months 9-10.5 1,593.18 April 01, 2010 to June 30, 2010

April 01, 2010 to June 30, 2015 " "

BJ 60 months 9.5-11 2,094.22 July 01, 2010 to September 30, 2010


BK 60 months 9.5-11.5 2,693.73 October 01, 2010 to December 31, 2010


BL 60 months 10-11.5 4,674.25 January 01, 2011 to March 31, 2011

January 01, 2011 to March 31, 2016 " "

BM 60 months 11-12 3,391.71 April 01, 2011 to June 30, 2011

April 01, 2011 to June 30, 2017 " "

BN 60 months 11-12 5,659.97 July 01, 2011 to September 18, 2011


BO 60 months 11-12 5,063.84 September 19, 2011 to November 30, 2011

September 19, 2011 to November 30, 2016 " "

BP 60 months 11.5-12.5 6,120.74

December 01, 2011 to January 22,2012

December 01, 2011 to January 22, 2017 " "

BQ 60 months 11.5-12.5 6,025.39

January 23, 2012 to February 29,2012

January 23, 2012 to February 29, 2017 " "

BR 60 months 11.5-12.5 6,886.83

March 01, 2012 to April 30, 2012

March 01, 2012 to April 30, 2017 " "

BS 60 months 11.5-12.5 2,148.41

May 01,2012 to May 20,2012

May 01,2012 to May 20,2017 " "

BT 60 months 11.5-12.5 5,772.09

May 21,2012 to June 30,2012

May 21,2012 to June 30,2017 " "

BU 60 months 11.5-12.5 8,520.31

July 1,2012 to August 16,2012

July 1,2012 to August 16,2017 " "

BV 60 months 11.5-12.5 7,251.45

August 17, 2012 to September 30,2012

August 17, 2012 to September 30,2017 " "

BW 60 months 11.5-12.5 9,148.99

October 01 ,2012 to November 25,2012

October 01 ,2012 to November 25,2017 " "

BX 60 months 10.5-12.5 5,124.12

November 26,2012 to December 31,2012

November 26,2012 to December 31,2017 " "

87,534.37


31

Company made public issue of secured rated non-convertible debentures listed in BSE and NSE for a maturity period upto 2, 3, 5 and 5.5 and 6 years with an outstanding of ` 16872.93 million as provided below: Security for the borrowings are Pari-passu charge on current assets, book debts, loans, advances and receivables including gold loan receivables and identified immovable properties.

Debenture Series

Tenor Period of Maturity

Coupon %

Amounts outstanding as on December 31,2012 (` in millions)

Date of Allotment

Redemption Date/ Schedule Credit Rating

Secured/Unsecured

PL-I 2 years

11.75 1,183.95 September 14, 2011

September 14, 2013

CRISIL AA-/Stable & [ICRA] AA-/Stable Secured

PL-I 3 years

12.00-12.25

2,207.21 September 14, 2011

September 14, 2014 " "

PL-I 5 years

12.00-12.25

3,541.65 September 14, 2011

September 14, 2016 " "

PL-II 2 years

13.00 2,074.21 January 18,2012

January 18,2014 " "

PL-II 3 years

13.25 1,016.12 January 18,2012

January 18,2015 " "

PL-II 5 years

13.25 592.65 January 18,2012

January 18,2017 " "

PL-II 5.5years

910.22 January 18,2012

July 18,2017 " "

PL-III 2 years

13.00 1,451.95 April 18,2012 April 18,2014 " "

PL-III 3 years

13.25 376.63 April 18,2012 April 18,2015 " "

PL-III 5 years

13.25 212.49 April 18,2012 April 18,2017 " "

PL-III 5.5years

556.45 April 18,2012 October 18,2017 " "

PL-IV 2 years

11.50 1,634.65 November 01,2012

November 01,2014 " "

PL-IV 3 years

11.75 188.57 November 01,2012


PL-IV 5 years

11.75-12.00

744.01 November 01,2012


PL-IV 6years 182.17 November 01,2012


16,872.93

Details of Unsecured Loans 1. Subordinated Debts 1.1. Our Company has issued to promoters and relatives of promoters, subordinated debts of face

value of ` 1 each on a private placement basis of which ` 400 million is outstanding as on December 31, 2012, the details of which are set forth below:

Debenture Series


Amounts outstanding as on December 31, 2012 (` in millions) Date of Allotment

Redemption Date/ Schedule

A. 144 months 15.00 111.25 March 25, 2003 March 25, 2015 B. 144 months 15.00 110.00 September 30, 2003 September 30, 201

5 C. 144 months 15.00 98.75 November 01, 2003 November 01, 201

5 D. 144 months 15.00 14.06 April 3, 2004 April 3, 2016 E. 144 months 15.00 65.94 March 21, 2005 March 21, 2017


32

Our Company has issued subordinated debts of face value of ` 1,000 each on a private placement basis under different series of which ` 19,684.26 million is outstanding as on December 31, 2012, the details of which are set forth below:: (` in millions) 1.

Debenture Series


Amounts outstanding as on December 31, 2012 (` in millions) Date of Allotment Redemption Date/ Schedule

II 72

months 11.61 263.39 August 18, 2008 to December 13, 2008

August 18, 2008 to December 13, 2014

III 69

months 12.12 744.90 December 15, 2008 to June 30, 2009

December 15, 2008 to March 30, 2015

III 72

months 11.61 193.19 December 15, 2008 to June 30, 2009

December 15, 2008 to June 30, 2015

IV 69

months 12.12 263.61 July 01, 2009 to August 16, 2009 July 01, 2009 to May 16, 2015

IV 72

months 11.61 12.42 July 01, 2009 to August 16, 2009 July 01, 2009 to August 16, 2015

IV 72

months 11.61 759.31 August 17, 2009 to December 31, 2009

August 17, 2009 to December 31, 2015

V 72

months 11.61 1,038.65 January 01, 2010 to June 30, 2010

January 01, 2010 to June 30, 2016

VI 72

months 11.61 1,912.71 July 01, 2010 to December 31, 2010

July 01, 2010 to December 31, 2016

VII 72

months 11.61 437.28 January 01, 2011 to February 07, 2011

January 01, 2011 to February 07, 2017

VII 66

months 12.67 1,080.40 February 08, 2011 to March 31, 2011

February 08, 2011 to September 30, 2016

VII 66

months 12.67 1,270.31 April 01, 2011 to June 30, 2011 April 01, 2011 to December 30 2016

VIII 66

months 12.67 2,343.85 July 01, 2011 to October 31, 2011 July 01, 2011 to April 30, 2017

IX 66 months

12.67-13.39

4,081.08 November 01,2011 to March 31,2012

November 01,2011 to September 30,2017

X 66 months

12.67-13.39

3,548.46 April 01, 2012 to September 30,2012

April 01, 2012 to March 30,2018

XI 66 months

12.67-13.39

1,734.71 October 01, 2012 to December 31,2012

October 01, 2012 to June 30,2018

19,684.26 Total 2. Loan from Directors and Relatives of Directors Our Company has borrowed an aggregate ` 1,639.63million from directors and relatives of directors as on December 31, 2012 which are in the nature of demand loans. 3. Inter Corporate Loans Our Company has borrowed an aggregate of ` 175.80 million in the nature of demand loans from Companies under same management. 4. Commercial Papers Our Company has issued commercial papers of the face value of ` 0.50 million aggregating to a total face value of ` 3150.00 million as on December 31, 2012. The details of the commercial papers are set forth below as follows::

Sl No. Maturity Date Amount Outstanding as on 31/12/2012 (Rs.In Millions)

1 2-Jan-13 88.30

2 18-Feb-13 487.78

3 21-Mar-13 176.37


33

4 5-Feb-13 146.39

5 12-Jun-13 190.38

6 26-Jun-13 1,778.32

2867.53

Servicing Of Existing Debt, Payment of Due Interest on Due Dates On Term Loans And Debt Securities The company is discharging all its liabilities in time and would continue doing so in future as well. The company has been paying regular interest and principle whenever due. There has been no default in payment of due interest or redemption in relation to debt securities issued / debt taken by our Company prior to the date of this Information Memorandum.


34

MATERIAL DEVELOPMENTS

1. Unaudited quarterly results of our Company for the period ended December 31, 2012, filed

with BSE and NSE

Part I: Statement of Unaudited Financial Results for the Quarter and Nine months ended 31st December 2012

Rs. In Millions

Particulars

Quarter ended Year to date Year ended

31.12.2012

30.09.2012

31.12.2011

31.12.2012

31.12.2011

31.03.2012

Income from Operations

13,539.17

12,994.92

12,261.12

39,373.60

32,293.17

45,175.42 Other Operating Income

52.63

65.68

34.73

153.41

138.40

191.30 Total Income from Operations

13,591.80

13,060.60

12,295.85

39,527.01

32,431.57

45,366.72

Expenses

Employee Benefits Expenses

1,427.32

1,348.73

1,134.56

3,982.93

2,886.46

4,144.77 Rent

329.38

321.80

280.19

954.05

741.04

1,042.00 Advertisement

121.95

152.46

182.88

336.46

641.23

866.30 Other Expenditure

555.56

518.41

435.07

1,732.16

1,643.48

2,096.86 Depreciation and Amortisation

115.31

116.84

86.89

334.80

221.44

329.17 Total Expenses

2,549.52

2,458.24

2,119.59

7,340.40

6,133.65

8,479.10 Profit from Operations before Other Income, Finance cost & Exceptional Items

11,042.27

10,602.36

10,176.26

32,186.60

26,297.93

36,887.63

Other Income 60.84

104.86

11.77

228.95

121.48

123.84

Profit from ordinary activities before finance cost & Exceptional Items

11,103.12

10,707.22

10,188.03

32,415.55

26,419.41

37,011.46

Finance Cost

7,080.83

6,725.57

6,443.82

20,769.75

16,592.76

23,698.99 Profit from ordinary activities after finance cost but before Exceptional Items

4,022.29

3,981.65

3,744.21

11,645.80

9,826.65

13,312.47

Profit from Ordinary Activities before tax

4,022.29

3,981.65

3,744.21

11,645.80

9,826.65

13,312.47

Tax expense (including deferred tax)

1,321.57

1,301.45

1,235.41

3,803.82

3,257.79

4,392.23

Net Profit from Ordinary Activities after tax

2,700.73

2,680.20

2,508.80

7,841.98

6,568.86

8,920.24

Net Profit for the period 2,700.73

2,680.20

2,508.80

7,841.98

6,568.86

8,920.24

Equity share capital 3,717.13

3,717.13

3,717.13

3,717.13

3,717.13

3,717.13

Face Value in Rs. Rs10/-

Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year

25,540.19

Earnings Per Share (EPS)


35

(a) Basic and Diluted EPS (before Extraordinary items) (not annualised)

7.27

7.21

6.77

21.10

17.96

24.29

(b) Basic and Diluted EPS (after Extraordinary items) (not annualised)

7.27

7.21

6.77

21.10

17.96

24.29

PART II: Select information for the quarter and Nine months ended 31st December 2012

Quarter ended Year to date Year ended

A. Particulars of Shareholding

31.12.2012

30.09.2012

31.12.2011

31.12.2012

31.12.2011

31.03.2012

Public shareholding

Number of shares

73,914,896.

00

73,914,896.

00

73,914,896.

00

73,914,896.

00

73,914,896.

00

73,914,896.

00 Percentage of shareholding

0.20

0.20

0.20

0.20

0.20

0.20 Promoters and Promoter Group Shareholding

a) Pledged / Encumbered

Number of shares

Nil

Percentage of shares (as a % of the total shareholding of promoter and promoter group)

Percentage of shares (as a % of the total share capital of the company) b) Non - encumbered

Number of shares

297,797,872.00

297,797,87

2.00

297,797,87

2.00

297,797,87

2.00

297,797,87

2.00

297,797,87

2.00 Percentage of shares (as a %

of the total shareholding of the Promoter and Promoter group)

1.00

1.00

1.00

1.00

1.00

1.00 Percentage of shares (as a %

of the total share capital of the company)

0.80

0.80

0.80

0.80

0.80

0.80

B. Investor Compliants

3 months ended 31.12.2012

Pending at the beginning of the quarter Nil

Received during the quarter

1.00

Disposed off during the quarter

1.00 Remaining unresolved at the end of the quarter Nil


36

MAJOR DEBT HOLDERS

Our top ten security holders and the number of securities held by them as on 22.02.2013 is as follows:

(a) Listed Secured Non-Convertible Debentures – Series PL-I List of top ten holders of PL-I series secured non convertible debentures of face value of ` 1,000 per debenture: Series PL-I ISIN: INE414G07050

Sl No Folio No

Name of the NCD Holder Address

No of NCDs

Amount in Million

1 IN30007910000949 Central Bank Of India

Central Bank Of India, Treasury Department, Chandramukhi Building,Nariman Point, Mumbai – 400021

100,000

1002 IN30045010380573 Small

Industries Development Of India

Small Industries Development Bank Of India, Sme Development Centre 4Th Floor, Plot No C-11 G Block, Bandra Kurla Complex, Bandra (East) Mumbai - 400051

100,000

1003 IN30081210498291 Oriental Bank

Of Commerce Oriental Bank Of Commerce, Plot No.5, Institutional Area, Sector - 32, Gurgaon, Haryana – 122001

100,000

100 Series PL-I ISIN: INE414G07068

Sl No

FolioNo Name of the NCD Holder Address

No of NCDs

Amount in Million

1 IN30012610003955

Housing Development Finance Corporation Limited

Hdfc Bank Ltd, Custody Services, Lodha - I Think Techno Campus, Off Flr 8, Next To Kanjurmarg Stn, Kanjurmarg East Mumbai , 400042 250,000 250.00

2 IN30045012060104 Rekha Munjal

Rekha Munjal, House No-19 C, Sarabha Nagar, Ludhiana, Punjab -141001 20,000 20.00

3 IN30154933142337

Sudhangsu Sekhar Chakraborty Chirasree Chakraborty

Sudhangsu Sekhar Chakraborty, Hdfc Bank Limited Custody Services, Lodha I Think Techno Campus, Office Floor 8, Kanjurmarg East, Mumbai -400042 20,000 20.00

4 IN30355910014343

Asha Vasant Sheth Ketaki Vasant Sheth

19 A, Manek Ii, L D Ruparel Marg, Malabar Hill, Mumbai -400006 20,000 20.00

5 IN30371910947234

Maitreya Plotters & Structures Private Limited

Plot No 34 Maitreya Bhavan, Opp Vinayak Appt Vasai Rd W, Behind Icici Bank Dindayal Nagar, Thane Maharashtra -401202 10,000 10.00


37

6 IN30361410000077 Quant Broking Private Limited

612-617 6Th Floor, Maker Chamber Iv, Nariman Point, Mumbai – 400021 9,055 9.06

7 IN30005410058093

Pramerica Credit Opportunities Fund

Citibank N A, Custody Services, 3Rd Flr, Trent House, G Block, Plot No. 60, Bkc, Bandra – East, Mumbai - 400098 6,850 6.85

8 IN30012611203664

Escorts Mutual Fund - Escorts Floating Rate Fund A/C

Hdfc Bank Ltd, Custody Services, Lodha - I Think Techno Campus, Off Flr 8, Next To Kanjurmarg Stn, Kanjurmarg East Mumbai, 400042 5,549 5.55

9 IN30047610436003 David Dhawan Karuna Dhawan

201 - 202, 2Nd Flr, Beach Wood House, Oberoi Enclave, Juhu Tara Road, Juhu Vile Parle W, Mumbai, Maharashtra- 400049 5,000 5.00

10 IN30154933187978 Srikumar Ghosh Manjusha Ghosh

Hdfc Bank Limited Custody Services, Lodha I Think Techno Campus, Office Floor 8, Kanjurmarg East, Mumbai - 400042 5,000 5.00

Series PL-I ISIN: INE414G07076

Sl No FolioNo


No of NCDs

Amount in Million

1

IN30012610001816 Hdfc Bank Ltd

Hdfc Bank Ltd, Custody Services, Lodha - I Think Techno Campus, Off Flr 8, Next To Kanjurmarg Stn, Kanjurmarg East Mumbai – 400042

250,000 250.00

2

IN30015910292385 Indusind Bank Limited Treasury Dept

Building No 10, 6Th Floor Solitaire Corporate Park, Guru Hargovindji Marg , Andheri East -400093

250,000 250.00

3

IN30284710000006 Uco Bank Treasury Branch, Uco Bank Building, Mezzanine Floor, 359 Dr D N Road Fort Mumbai- 400001

200,000 200.00

4

IN30243720005246 Indian Overseas Bank

Treasury (Domestic), Central Office, 763 Anna Salai, Chennai - 600002

100,000 100.00


Sl No


No of NCDs

Amount in

Million

1 IN30074910000012 Bank Of India

Treasury Branch, Head Office,Star House,7Th Floor, C-5,'G'Block,Bandra Kurla Complex, Bandra(East)Mumbai. -400051

150,000 150.00

2 IN30012611236783

Peerless Mutual Fund- Peerless Income Plus Fund

Hdfc Bank Ltd Custody Services, Lodha-I Think Techno Campus Off, Flr 8, Next To Kanjurmarg Rly Stn,

55,000 55.00


38

Kanjurmarg- E, Mumbai, 400042

3 1207210000000116

Evermore Stock Brokers Private Limited

D 104 Krishna, Vasant Sagar Complex, Thakur Village Kandivali East, Mumbai- 400101

52,700 52.70

4 IN30226913705167

Kanoria Chemicals And Industries Limited

Park Plaza, 7Th Floor, 71 Park Street Near Park, St Post Office, Kolkata -700016

50,000 50.00

5 IN30012611233426 Timblo Private Limited

Hdfc Bank Ltd, Custody Services, Lodha - I Think Techno Campus, Off Flr 8, Next To Kanjurmarg Stn, Kanjurmarg East Mumbai -400042

29,445 29.45

6 IN30115127163789 D M Kothari


20,000 20.00

7 1201060000191825 Aegis Logistics Limited

403, Peninsula Chambers, Ganpatrao Kadam Marg, Lower Parel, Mumbai – 400013

20,000 20.00

8 IN30012611239833

Peerless Mutual Fund Peerless Mf Child Plan

Hdfc Bank Ltd Custody Services, Lodha-I Think Techno Campus Off Flr, 8, Next To Kanjurmarg Rly Stn, Kanjurmarg East Mumbai- 400042

15,000 15.00

9 IN30074911014002 A. K Capital Finance Pvt. Ltd.

30 39 Free Press House, 3 Rd Flr Free Press Journal Marg, 215 Nariman Point, Mumbai -400021

13,817 13.82

10 IN30047640862800

Devendra M Kothari Indu Devendra Kothari


13,085 13.09


Sl No Folio No


No of NCDs

Amount in Million

1

IN30047643567222 R D C C Employees Provident Fund Trust

Plot No. J-1, Block B – 1, Mohan Co-Op Industrial Area, Mathura Road, New Delhi – 110044

10,000 10.00


Sl No


No of NCDs

Amount in

Million 1 IN30009510082373 Hero Motorcorp Ltd 34 Basant Lok, Vasant

Vihar, New Delhi – 110057 500,000 500.00

2 IN30327010037180 Yes Bank Ltd 2Nd Floor, Tiecicon House, Dr E Moses Road, Opp Famous Studio, Mahalaxmi, Mumbai – 1

140,000 140.00


39

3 IN30048410936092 Mtnl Employees Provident Fund Trust

Mtnl Corporate Office 6 Th Floor, Mahanagar Doorsanchar Bhavan, Jawaharlal Nehru Marg, Near Zakir Hussain College New Delhi – 110002

130,000 130.00

4 IN30292710121054 Bothara Financial Services

C/O Jm Financial Products Pvt Ltd, 4Th Floor, Palm Court, M Wing, Link Road, Above D Mart, Malad West, Mumbai – 400064

97,585 97.59

5 IN30115124839139 Chattisgarh State Electricity Board Gratuity And Provident Fund Trust

O/F Ed Finance Shed No 7, Cseb Dangania, Raipur, Chhattisgarh – 490001

60,000 60.00

6 IN30072410053488 W.L.D Investments Pvt Ltd

A-212, Shivakik, New Delhi – 110017 50,000 50.00

7 IN30154916629287 Air Employees Provident Fund

Air India Employees Provident, Fund Account Old Air Port, Santacruz, Mumbai – 400029

50,000 50.00

8 1201060001956092 Borosil Glass Works Limited

Khanna Construction House, 44 Dr R G Thadani Marg, Worli, Mumbai -400018

50,000 50.00

9 1202060000028313 Artistic Finance Pvt Limited

100/28, Iiird Floor, Shiva Tower, Rajapur Village, Sector - 9, Rohini, Delhi – 110085

38,000 38.00

10 IN30015910259280 Jnj Holdings Pvt Ltd Raval Building No. 1, 2Nd Floor, 428, Bhadkamkar Marg, Mumbai – 400004

27,850 27.85

b) Listed Secured Non-Convertible Debentures – Series PL-II List of top ten holders of PL-II series secured non convertible debentures of face value of ` 1,000 per debenture:

Series PL-II ISIN: INE414G07118 Sl No Folio No

Name of the NCD holder Address

No of NCDs

Amount in Million

1 IN30012610001816 Hdfc Bank Ltd

Hdfc Bank Ltd, Custody Services, Lodha - I Think Techno Campus, Off Flr 8, Next To Kanjurmarg Stn, Kanjurmarg East Mumbai – 400042

500,000 500.00

2 IN30134820012574

Icici Securities Primary Dealership Limited

Icici Centre, H T Parekh Marg, Churchgate, Mumbai – 400020

500,000 500.00

3 IN30009510719922 Union Bank Of India

C/O. Ilfs, Ilfs House,Plot No.14, Raheja Vihar,Chandivali, Andheri (E), Mumbai – 400072

200,000 200.00

4 IN30045010380573

Small Industries Development Bank Of India

Sme Development Centre 4Th Floor, Plot No C-11 G Block, Bandra Kurla Complex, Bandra (East) Mumbai -400051

100,000 100.00

5 IN30045012069136

Star Chemicals (Bombay) Private Limited

55/58 Jolly Maker Chambers No-Ii, Fifth Floor, Nariman Point, Mumbai -400021

10,000 10.00

6 IN30323710219646 Meena Sinha B-2, G / Floor, Maharani Bagh, New Delhi – 110065

10,000 10.00

7 IN30226913957167 Mohit Hero Chuganee

102 White House, N Gamadia Cross Rd, Mumbai, Maharashtra – 400026

5,000 5.00


40

8 IN30267933441228 Sujay Chandrakant Ladge

1039 / A 10Th Cross, Bhagyanagar, Hindwadi, Bellaur- 590011

5,000 5.00

9 IN30002011507936

Divyang I Bhansali Trupti Divyang Bhansali

16 New Neelkamal Co Op Hsg Soc, Opp Jaslok Hospital, Peddar Road, Mumbai - 400026

5,000 5.00

10 IN30015910935573 Garg Beverages Private Limited

A/6, Forest Park, Bhubaneswar, Orissa -751009

5,000 5.00

Series PL-II ISIN: INE414G07126

Sl No FolioNo


No of NCDs

Amount in Million

1 IN30038610000004 Dena Bank

Dena Bank , Treasury Dept. Dena Corporate Centre 4Th Floor, Dena Corporate Centre 4Th Floor, Bandra Kurla Complex, Bandra East, Mumbai – 400051 250,000 250.00

2 IN30115128128839 Mahendra Kumar Gupta

Hdfc Bank Ltd, Custody Services, Lodha - I Think Techno Campus, Off Flr 8, Next To Kanjurmarg Stn, Kanjurmarg East Mumbai – 400042 20,000 20.00

3 IN30361410001728 Aishwarya Rai Bachchan

B 973/2, 12Th Floor, Lamer, Mistry Park, Chandiwala Compound, Kadeshwari Mandir Road, Bandra West, Mumbai – 400050 20,000 20.00

4 IN30361410001736 Krishnaraj Ramanna Rai

12 La Mer Chandivala Compound, Kandeswari Road, Bandra West, Mumbai -400050 10,000 10.00

5 IN30154934573986 Ahilya Somak Ghosh

Sea Side Soc Flat No 5, 18-A Chimbai Road, Bandra (W), Mumbai -400050 10,000 10.00

6 IN30047640383952 The National Co Operative Bank Ltd 53/1 Bull Temple Road, Bangalore – 560019 10,000 10.00

7 1203330000123440

Shining Engineers And Founders Private Limited

Near Archer Metal Industries, Survey No 81/82, At Shapar, Veraval Kotda Sangani, Rajkot – 360002 10,000 10.00

8 IN30048410010497 Vivek Goyal B 4 Vaishali Nagar, B Block Ward No 3, Jaipur - 302021 6,000 6.00

9 IN30012610212259

Priti Bharat Shah Bharat Chimanlal Shah

4, Shanti Sadan, Off 8Th And 11Th Road, Khar West, Mumbai – 400052 5,000 5.00

10 IN30115112962169

Pangulury Mohan Murty Gayatri Murty

102, 6 - 3 - 1192 / A 2 - A 5, Ashoka Lake View Apts, Kundanbagh, Begumpet, Hyderabad, Andhra Pradesh – 500016 5,000 5.00


Sl No FolioNo


No of NCDs

Amount in Million

1 IN30038610132772

Dena Bank Employee' S Pension Fund

Sharda Bhavan, 1St Floor, Near Mithibai College, V.M. Marg,Juhu Vileparle, Mumbai- 400056 70,000 700.00

2 IN30048413606588 Poddar Tyres Limited

5/D Court Chambers, 35 New Marine Lines, Mumbai -400020 57,200 572.00

3 IN30038610132764

Dena Bank Employee' S Gratuity Fund

Sharda Bhavan, 1St Floor, Near Mithibai College, V.M. Marg,Juhu Vileparle, Mumbai- 400056 30,000 300.00

4 IN30021410004361 Bmw Holdings Pvt Ltd

Gf 3 Antriksh Bhawan, 22 Kasturba Gandhi Marg, New Delhi -110001 25,000 250.00

5 IN30021410433624 Vikram Aditya And Associates Pvt Ltd

620 Antriksh Bhawans, 22 K G Marg, New Delhi – 110001 10,000 100.00

6 IN30048413616065 Bedrock Limited 6 B Court Chambers, 35 New Marine Lines, Mumbai -400020 10,000 100.00

7 IN30021410433571 Signature Towers Pvt Ltd

Gf 3 Antriksh Bhawan, 22 Kasturba Gandhi Marg, New Delhi -110001 6,000 60.00

8 IN30307710495041 Mantle Enterprises Private Limited

Varuna 413 My Home, Mawadweepa Madhapur, Hyderabad,Andhra Pradesh – 500081 5,000 50.00


41

9 1203330000117589 Jm Financial Services Private Ltd

4Th Floor, Palm Court, M Wing Link Road, Malad West, Mumbai- 400064 3,500 35.00

10 IN30021414532898 Mohan Apartments Pvt Ltd

616 Antriksh Bhawan 22 Kg Marg, New Delhi – 110001 3,000 30.00


Sl No FolioNo


No of NCDs

Amount in Million

1 IN30154934587432

Baring Private Equity Partners (India) Pvt Limited

Infinity Towers Tower A 9Th Floor, Dlf Phase-Ii, Gurgaon, Haryana – 122002 7,500 7.50

2 IN30307710495041 Mantle Enterprises Private Limited

Varuna 413 My Home, Mawadweepa Madhapur, Hyderabad, Andhra Pradesh – 500081 6,500 6.50

3 IN30114310514804 Om Prakash Gupta 17/19, Kasturbha Gandhi Marg, Allahabad, Uttar Pradesh – 211002 5,000 5.00

4 IN30012610212267 Bharat Chimanlal Shah Priti Bharat Shah

4, Shanti Sadan, Of 8Th And 11Th Road, Khar West, Mumbai – 400052 5,000 5.00

5 IN30048411781119 Harilal Devdan Soni 501 5Th Floor, Jvpd 9 10Th Road, Near Uti Bank Juhu, Mumbai – 400049 5,000 5.00

6 1302590000045278 Anju Dharmesh Jain Mayur Pankh, 15/16, 5Th Floor, N.S. Rd, Mulund (W), Mumbai – 400080 5,000 5.00

7 1201060002182661 Rajlaxmi Project Finance Consultancy Pvt Ltd

B 402 Rekha Retreat, Shanti Park, Mira Road East, Thane – 401107 5,000 5.00

8 IN30015910754226 Lakkur Narayan Prakash Gupta

10/32, Pravanika 6Th C Main, 4Th Block, Jayanagar, Banglore- 560011 3,750 3.75

9 IN30114310514812 Maya Gupta 17/19, Kasturba Gandhi Marg, Allahabad, Uttar Pradesh – 211002 3,000 3.00

10 IN30177410004362 Vinay Kumar Kaul B-Xi 8202 And 8204, Vasant Kunj, New Delhi – 110070 3,000 3.00

c) Listed Secured Non-Convertible Debentures – Series PL-III List of top ten holders of PL-III series secured non convertible debentures of face value of ` 1,000 per debenture: Series PL-III- ISIN: INE414G07167

Sl No Folio No


No of NCDs

Amount in Million

1 IN30327010037180 Yes Bank Limited

2Nd Floor, Tiecicon House, Dr E Moses Road, Opp Famous Studio, Mahalaxmi, Mumbai – 400011 996,000 996.00

2 IN30045010380573


Sme Development Centre 4Th Floor, Plot No C-11 G Block, Bandra Kurla Complex, Bandra (East) Mumbai – 400051 50,000 50.00

3 1204750000009952

The Rami Investments Private Limited

15 1St Floor, Firuz Ara, Maharshi Karve Road, Mumbai – 400021 20,000 20.00

4 IN30036020225732 Adhar Mirchandani Amina Mirchandani

25 Koregaonm Park Lane, 1A North, Main Road, Pune – 411001 5,000 5.00

5 IN30057210002807 Verghese Eapen Sydenham', 8 15Th Avenue, Harrington Road , Chetpet, Chennai – 600031 4,000 4.00

6 IN30154934297193 Drishti D Chitrabhanu E-1 Queen View 28/30 Walkeshwar Rd, Mumbai – 400006 3,000 3.00

7 IN30036010722274 Debojyoti Sen 5 Peary Mohan Roy Road, P.O Chetla, Kolkata- 700027 3,000 3.00


42

8 IN30115123143789 Viratech Infomedia Private Limited

The Regency 5Th Floor, 6 Hungerford Street, Kolkata – 700017 2,500 2.50

9 IN30327010052344 Manjeet Bagga E 48 I St Floor, Saket, New Delhi – 110017 2,500 2.50

10 IN30226913652390 Prem Mehra 22 Rajdoot Marg ,Chankya Puri, New Delhi, Delhi – 110021 2,000 2.00

Series PL-III- ISIN: INE414G07175

Sl No FolioNo Name of the NCD holder Address

No of NCDs

Amount in Million

1 IN30015910009500 Vinod A Chandiramani Kintu V Chandiramani

269/D, Renuka, Linking Road, Bandra (West), Mumbai.- 400050 10,000 10.00

2 IN30036010648639 Srikumar Ghosh Manjusha Ghosh

D-75 Saket, Malvia Nagar, New Delhi, New Delhi -110017 5,000 5.00

3 IN30036020012642 Devendra Motilal Kothari Indu Devendra Kothari

B-4,Seaface Park Co.Op Hsg Soc Ltd, 50, Bhulabhai Desai Road, Mumbai – 400026 5,000 5.00

4 IN30247040005346 Chance Investments And Trading Co Pvt Ltd

7D Lands End, 29D Doongersi Road, Malabar Hill, Mumbai – 400006 5,000 5.00

5 IN30323710186280 Krishan Kumar Radhu D 828, New Friends Colony, New Delhi, 110065 5,000 5.00

6 IN30323710233409 Menka Radhu D-828, New Friends Colony, New Delhi – 110065 5,000 5.00

7 IN30088813111770 Reshma Vasudev Chhabria Vijay Vasudev Chhabria

5/20, Krishna Kunj, 94 Marine Drive, Mumbai – 400002 3,500 3.50

8 1601010000342160 William Thomas Millns 14 B Sindhutirth Society, Near Makhmali Talao, Thane-400601 3,000 3.00

9 1201060001678145 Mohan Rao 470, 4Th A Main , 7Th Cross, Rmv 2Nd Stage, Bangalore -560094 2,700 2.70

10 IN30051310783196 Deepak Kumar Varma

B/802 702 Rushi Tower, Lokhandwala Complex, Andheri West, Mumbai -400053 2,500 2.50


Sl No FolioNo


No of NCDs

Amount in Million

1 IN30018312961708 Krishnamoorthy Ananthasivam

No 36 5B Cross 16Th Main Road, Metropolitan Cooperative, Housing Society Ltd, Bangalore Karnataka- 560076 4,000 4.00

2 IN30131320597084 Rekha Mukherjee Santanu Mukherjee 8 Ritchie Road, Kolkata -700019 3,000 3.00

3 IN30290243004175 Ashok Kumar Sardiwal Ranju Sardiwal

Imtac Llc Po Box No 196, Mina Al Fahal, Postal Code 116 Oman, Sultanate Of Oman- 999999 3,000 3.00

4 IN30179910064472 Om Prakash Agarwal

B-101, C-1St Floor, Oberoi Sky Garden Chsl, Lokhandwala Complex,Andheri (W) Mumbai – 400053 2,500 2.50

5 IN30045014080208 Sarabjit Kaur Lamba Rajinder Singh Lamba

D1/18-D, Rajouri Garden, New Delhi, Delhi 110027 2,000 2.00

6 IN30179910067362 Anita Anand 61, La Vista, Kishore Kumar Lane, Juhu Tara Road, Juhu, Mumbai 400049 1,900 1.90


43

7 IN30098210746295 Hirojirao Ramrao Patankar

26,Saurabh Society, Navrangpura, Ahmedabad – 380009 1,500 1.50

8 IN30292710002156 Meenakshi Kumar 41 Shreyas 6Th Floor, Nariman Point, Opp Air India, Mumbai – 400020 1,500 1.50

9 1201070000335509 T K Doctor - Huf 6/11, Tardeo Air Conditioned, Market Tardeo, Mumbai 400034 1,225 1.23

10 IN30226910067845 Anil Kumar Shroff 'Anugraha'' 30, H.I.G. Chandra Vihar Kanpur Uttar Pradesh 208002 1,068 1.07


Sl No FolioNo Name of the NCD holder Address

No of NCDs

Amount in Million

1 IN30290240658068 Bala Subramanian Shyamala Balasubramanian

B 11 Sagarika, 44 Iii Seaward Road, Valmiki Nagar, Chennai- 600041 40,000 40.00

2 IN30179910074642 Sudhindar Krishan Khanna

505, Ceejay House Dr. Annie Besant Road Worli Mumbai 400018 20,000 20.00

3 IN30114310514812 Maya Gupta

17/19 Kasturba Gandhi Marg, Allahabad , Uttar Pradesh 211002 11,400 11.40

4 IN30114310514804 Om Prakash Gupta

17/19 Kasturbha Gandhi Marg , Allahabad ,Uttar Pradesh -211002 10,000 10.00

5 IN30112715113848 Pratap R Jain Rajmani Jain

13Th Floor, Rm 13A, The Peregrine, V S Road, Prabhadevi Mumbai 400025 5,000 5.00

6 IN30154933709044 Jasti Ravindra Babu

Fl No 30108 Cedar Fortune , Kukatpally Ranga Reddy Kukatpally , Hyderabad – 500072 5,000 5.00

7 1203330000260401 Mansukhlal Harjivan Shiyani

Sundaram, 3 Sardar Nagar Co Op Housing , Nr Patel Boarding Mavdi Road , Rajkot – 360004 5,000 5.00

8 1204230000151889 Wamika Basu Debashis Basu Malabika Basu

31, Gariahat Road, Cit Building Block-2 Flat No-2 Sarat Bose Road Kolkata 700029 4,800 4.80

9 IN30114310514935 Saurabh Prakash

17/19 Kasturba Gandhi Marg , Allahabad , Uttar Pradesh -211002 4,300 4.30

10 IN30114310514790 Manish Prakash

17/19 Kasturbha Gandhi Marg, Allahabad , Uttar Pradesh -211002 3,000 3.00

d) Listed Secured Non-Convertible Debentures – Series PL-IV

List of top ten holders of PL-IV series secured non convertible debentures of face value of ` 1,000 per debenture:

Series PL-IV- ISIN: INE414G07209 Sl No Folio No


No of NCDs

Amount in Million

1 IN30327010037180 Yes Bank Limited 2Nd Floor, Tiecicon House , Dr E Moses Road , Opp Famous Studio , Mahalaxmi, Mumbai 400011 750,000 750.00

2 IN30015910292385 Indusind Bank Limited Treasury Dept

Building No 10, 6Th Floor , Solitaire Corporate Park , Guru Hargovindji Marg , Andheri East – 400093 440,000 440.00

3 IN30048412040155 The South Indian Bank Ltd

Crescenzo 804 8Th Floor B Wing, G Block Behind Mca Ground , Bandra Kurla Complex Bandra E, Mumbai -400051 100,000 100.00

4 IN30045010380573


Sme Development Centre 4Th Floor , Plot No C-11 G Block , Bandra Kurla Complex , Bandra (East), Mumbai – 400051 50,000 50.00

5 IN30021410007991 K.E.C. Industries Limited 616, Antriksh Bhawan 22, K G Marg New Delhi 110001 50,000 50.00

6 IN30081210499376 Uti - Credit Opportunity Fund

Uti Mutual Fund, Uti Asset Management Company Ltd, Dept. Of Fund Accounts, Uti Tower Gn Block, Bkc, Bandra (East), Mumbai 400051 50,000 50.00

7 IN30371910947234


Plot No 34 Maitreya Bhavan, Opp Vinayak Appt Vasai Rd W, Behind Icici Bank Dindayal Nagar, Thane Maharashtra – 401202 10,000 10.00


44

8 0001414 Yeklurbalaji Padmaja W 294 C Sector 18 Th, Street Anna Nagar , West 600101 1,500 1.50

9 IN30108010613321

Jehanbux Nariman Amrolia Patricia Jehanbux Amrolia

Flat No 4F Iv Floor, K G Srivatsa Gardens Newno 9 Oldno 6 , South Avenue Shrinagar Colony , Chennai – 600015 1,000 1.00

10 IN30133019177670 P N Muchhala 20 Shankar Darshan , Bhagatsingh Road , Vile Parle West , Mumbai – 400056 1,000 1.00

Series PL-IV- ISIN: INE414G07217

Sl No Folio No


No of NCDs

Amount in Million

1 IN30327010037180 Yes Bank Limited

2Nd Floor, Tiecicon House , Dr E Moses Road , Opp Famous Studio , Mahalaxmi, Mumbai 400011 750,000 750.00

2 IN30015910292385 Indusind Bank Limited Treasury Dept

Building No 10, 6Th Floor , Solitaire Corporate Park , Guru Hargovindji Marg , Andheri East – 400093 440,000 440.00

3 IN30048412040155 The South Indian Bank Ltd

Crescenzo 804 8Th Floor B Wing, G Block Behind Mca Ground , Bandra Kurla Complex Bandra E, Mumbai -400051 100,000 100.00

4 IN30045010380573


Sme Development Centre 4Th Floor , Plot No C-11 G Block , Bandra Kurla Complex , Bandra (East), Mumbai – 400051 50,000 50.00

5 IN30021410007991 K.E.C. Industries Limited

616, Antriksh Bhawan 22, K G Marg New Delhi 110001 50000 50.00

6 IN30081210499376 Uti - Credit Opportunity Fund

Uti Mutual Fund, Uti Asset Management Company Ltd, Dept. Of Fund Accounts, Uti Tower Gn Block, Bkc, Bandra (East), Mumbai 400051 50,000 50.00

7 IN30371910947234


Plot No 34 Maitreya Bhavan, Opp Vinayak Appt Vasai Rd W, Behind Icici Bank Dindayal Nagar, Thane Maharashtra – 401202 10,000 10.00

8 0001414 Yeklurbalaji Padmaja W 294 C Sector 18 Th, Street Anna Nagar , West 600101 1,500 1.50

9 IN30108010613321

Jehanbux Nariman Amrolia Patricia Jehanbux Amrolia

Flat No 4F Iv Floor, K G Srivatsa Gardens Newno 9 Oldno 6 , South Avenue Shrinagar Colony , Chennai – 600015 1,000 1.00

10 IN30133019177670 P N Muchhala 20 Shankar Darshan , Bhagatsingh Road , Vile Parle West , Mumbai – 400056 1,000 1.00


Sl No FolioNo


No of NCDs

Amount in Million

1 IN30051320904784 Kadiri Vikram Reddy

29 Parkavenue 7 1 28/1/A/29, Ameerpet , Near Parkavenue , Hyderabad Andhra Pradesh – 500016 5,000 5.00

2 IN30133019056639 Arvind Sahakari Bank Ltd Main Road, Katol , Dist Nagpur , M S - 441302 5,000 5.00

3 0000703 Srinivasan K 13 Father Randi Street , R S Puram - 641002 5,000 5.00

4 IN30036020012642

Devendra Motilal Kothari Indu Devendra Kothari

B-4,Seaface Park Co.Op Hsg Soc Ltd , 50, Bhulabhai Desai Road , Mumbai – 400026 3,000 3.00

5 IN30267933947272 S M Ikbal 2 / 2A / 2 Main Road Kollapuram Mayiladuthurai 609608 3,000 3.00

6 IN30290240161523 Francis Edward Da Gama

1/7 3Rd Floor Brady Apts C L Co Op Sorab Barucha Rd Colaba Mumbai 400005 2,800 2.80

7 IN30045014010347

Preeti Prakash Jaodekar Prakash Manohar Jaodekar

7A 703A Orchid Tower, Lokhandwala Township , Kandivali E Mumbai , Maharashtra – 400101 2,500 2.50

8 1203440000031866

Hemanshu Parekh Kavita Hemanshu Parekh

579 – Hem-Jyoti, 4Th Floor , Jame Jamshed Road, Matunga Cr Mumbai – 400019 2,500 2.50

9 IN30154917414290 Sridevi Labhishetty Venkateswar Rao

312, Palms - I, Royal Palms Aarey Milk Colony Goregaon - East Mumbai 400065 2,008 2.01

10 IN30018312802602

Manas Kumar Mukherjee

205 Winona , Hiranandani Estate , Patlipada, Thane (W) 400607 2,000 2.00


45

Series PL-IV- ISIN: INE414G07233 Sl No FolioNo


No of NCDs

Amount in

Million

1 IN30045014179167

Gujarat Housing Board Pension Fund Trust

Gujarat Housing Board, Pragati Nagar, Naranpura ,Ahmedabad Gujarat -380013

150,000 150.00

2 IN30018312961708 Krishnamoorthy Ananthasivam

No 36 5B Cross 16Th Main Road , Metropolitan Cooperative, Housing Society Ltd , Bangalore Karnataka- 560076 2,500 2.50

3 IN30267931073838

Boobalasingh Sundara Raj Kohilam Raj

Door No.20, Rakoh 3Rd Middle Street , Thiyagaraja Nagar , Tirunelveli (T.N) 627011 1,550 1.55

4 0000668 Fashion Apparels Midc, 53-3, Road No. 7, Opp. Akrithi Trade Centre, Andheri (East) 400093 1,500 1.50

5 IN30051311694524 Patel Nila Patel Mahendra

11 Harikrupa Soc, Gotri Road, Vadodara , Gujarat -390021 1,200 1.20

6 IN30021412038157 Lalit Kumar Bagla Sheriff House 3 Rd , Floor No 85, Richmond Road, Bangalore- 560025 1,000 1.00

7 IN30021412038165 Srawan Kumar Bagla

Sheriff House, 3Rd Floor No 85 , Richmond Road, Bangalore – 560025 1,000 1.00

8 IN30021414466890 Mukta Devi Bagla 11 Bride Street Off Lang Ford Road, Shanthinagar , Bangalore Karnataka – 560025 1,000 1.00

9 IN30267938370227 Ruchi V Agarwal

201 Aryan Aanchal 8Th Road Behind , Ahobila Matt Chembur, Mumbai Maharashtra,India- 400071 1,000 1.00

10 IN30290241766304 Raji Prasenan Valath

104 Adarsh Vista, Vibhuthipura , Bangalore , Karnataka – 560037 770 0.77


Sl No FolioNo


No of NCD

s

Amount in

Million

1 1203360000026321 Gita Agrawal Elegant House, Raghuvanshi Mills Compound, S. B. Marg, Lower Parel Mumbai- 400013 5,000 5.00

2 1203320000161762

Rekha Ramkrishan Khandelwal Ramkrishan Damodarprasad Khandelwal

A 801/2 Sahayadri Tower, Upper Govind Nagar , Malad East , Mumbai – 400097 2,500 2.50

3 1202770000031889 Niranjan Chhotalal Thakkar

Tower-1 (Oak), Floor-32,Flat-B 375, Prince Anwar Shah Road Kolkata 700068 2,000 2.00

4 IN30074910069796

Ashish Kantilal Mehta Tejal Ashish Mehta

7, B. Geetanjali, G, N, Gamadia Cross Road, Pedder Road, Mumbai 400026 1,500 1.50

5 IN30048414574208 Malay Kar

Malay Kar S O Smritikana Kar, Flat No E 5A Belair Apartment, Main Road Ranchi Rch , Ranchi 834001 1,000 1.00

6 IN30131321185535 Bhuvana Mukundan Old No 5 New No 13 , Lic Colony 3Rd Street , Thiruvanmiyur , Chennai -600041 1,000 1.00

7 IN30131321186765 Mukundan N No 13/5 Lic Colony , 3Rd Street , Thiruvanmiyur , Chennai – 600041 1,000 1.00

8 IN30267933287914 Rajni Jain Hans Kumar Jain

I 602 Aditya Mega City, Vaibhav Khand , Indirapuram , Ghaziabad Uttar Pradesh – 201012 1,000 1.00

9 IN30048413872267 Anju S Tulsyan B 803 Windsor Avenue, Near Salunkhe Vihar Road, Wanworie, Pune – 411040 875 0.88

10 IN30290240207047 Martin K Joseph J Kannum Kulambil H, Vellilappilly , Ramapuram Bazar P O , Palai , Kerala -686576 800 0.80

(e) Listed (WDM Segment of NSE) Privately Placed Secured Non Convertible Debentures – Series L 4

List of top ten holders of listed (WDM Segment of NSE) privately placed secured non convertible debentures of face value of ` 1 million per debenture:

SL No

Name of the Holder Address No.of Instruments

Aggregate in Million

1 The Ratnakar Bank Ltd Floor 6Th, One Indiabulls Centre, Tower 2, 841 Senapati Bapat Marg, Elphinstone , Mumbai - 2

825 825.00


46

2 Chandrani Raghuram Jaysukhram

6 36 Jalaram Nivas, Virpur-360380

50 50.00

3 Sicom Limited Solitaire Corporate Park, Building No. 4, Guru Hargovindaji Road, Andheri (East), Mumbai -400093

36 36.00

4 Hindustan Composites Limited

20, Sir R.N. Mukherjee Road, Kolkata - 700001

25 25.00

5 Chandrani Raghuram Jaysukhram

B 36 Jalaram Nivas, Virpur - 360380

10 10.00

6 Jagadguru Kripalu Parishat Rangeeli Mahal

C/O Radha Govind Samiti, Haf (B) Part-1, Sec-10, Dwarka, New Delhi- 110075

7 7.00

7 Wilson Jehangirji Daruwala

Water Front B1102 11 Floor Near Gold Central Avenue, Kalyaninagar, Pune, Maharashtra, India -411014

4 4.00

8 Narinder Kaur Anand 281 Anand Niwas Road No 2, Sindh Hsg Society Aundh, Pune , Maharashtra,India -411007

3 3.00

9 Bedekar Vijay Narayan A - 405, Springfields, Off - Gananjay Society Rd , Kothrud, Pune -411038

2 2.00

10 Aruna V Ambani 7D Lands End, 29D Doongersi Road, Malabar Hill, Mumbai -400006

2 2.00

(f) Unlisted Privately Placed Secured Non-Convertible Debentures

List of top ten holders of unlisted privately placed secured non convertible debentures of face value of ` 1,000 per debenture:

Sl No. Name of the Holder Address Number of Instruments

Aggregate Amount(Rs. In million)

1 Indian Inland Mission V-20 ,Green Park Extension,New Delhi 357,500 357.50

2 T.S.Varghese Ailas Davis Thayyil

Thayyil House, C.C.N.B.Road, Mullackal,Alleppey,Kerala 299,800 299.80

3 Aleyamma Jacob

Nechupadam House , Kadayiruppu P O , Kolenchery, Ernakulam, Kerala 139,000 139.00

4 Jacob C V

Nechupadam House , Kadayirippu , Ernakulam, Kerala 101,200 101.20

5 Puryan Karimbil George Mathew

F2 Alsa Manor , 2 Harrington Road, Chetpet , Chennai, Tamil Nadu 100,450 100.45

6 Bhubaneswar Club

Rajpath , Unit -Vi,Bhubaneswar , Ag, Khurda, Orissa 94,000 94.00


47

7 Synthite Industries Limited

Synthite Valley , Kadayirippu, Kolenchery , Ernakulam, Kerala 76,500 76.50

8 Anil Kumar Bhandari

No.10 B Paramount , 25 Ballygunge Circular Road, Kolkata, West Bengal 75,000 75.00

9 S.Nagaraja Reddiar

Lakshmi Sadanam , Mullackal P.O, Alappuzha,Kerala 50,000 50.00

10 Infrasoft Technologies Ltd

Technosoft Knowledge Gateway Bldg , Gr.Floor, B/14, Road No.1, Wagle , Indl Est , Thane, Maharashtra 50,000 50.00

(g) Unlisted Privately Placed Subordinated Debts of face value of ` 1,000 each List of top ten holders of unlisted privately placed subordinated debts of face value of ` 1,000 per subordinated debt:

SL NO CUSTOMER NAME ADDRESS

NUMBER OF INSTRUMENT

AGGREGATE AMOUNT(Rs. In

million)

1 Indian Inland Mission V-20 , Green Park Extension, New Delhi 400,000 400.00

2 Shilpa Mathew C-450,Sfs Houses,Heikh Sarai Sarai-I,New Delhi.17. 47,000 47.00

3 Indira Vasudevan

I 34 Old I - 27 , Ist Main Road, Anna Nagar East, Chennai,Tamil Nadu 10,000 10.00

4 Balraj Vasudevan

I - 34 (Old I - 27), Ist Main Road, Anna Nagar East,Chennai, Tamil Nadu 10,000 10.00

5 Vir Kaur 169,Urban Estate ,Batala, Gurdaspur,Punjab 10,000 10.00

6 L.Rugmini Amma

Cvra-115, Revathy, Venchavode, Chekkalamukku, Sreekariyam.P.O, Thiruvananthapuram , Kerala 10,000 10.00

7 Celine Joseph

Apt-Db-3,Jaladarsini Apts , Golden Street, Vaduthala, Ernakulam, Kerala 9,000 9.00

8 K.Suryanarayana Rao S/O K.Hanumantha Rao

Vijayaenclave 1, No-007, 60 Feet Road , Sanjaynagar, Bangalore Urban, Karnataka 8,800 8.80

9 Santhan Nanu

The Nanus Essen Enclave Nr Regina Mundi Hig Schoo , Chicalim, Vasco, South Goa, Goa 8,600 8.60


48

10 Capt.Shaji Mathews

Thengayyam Melrose, Mulavana P.O., Kundara, Kollam, Kerala 6,700 6.70

Total 520,100 520.10 (h) Unlisted Privately Placed Subordinated Debts of face value of ` 1 each List of top ten holders of unlisted privately placed subordinated debts of face value of ` 1 per subordinated debt:

Sr. No.

Name of holder Address Number of instruments

Aggregate Amount (` in millions)

1 George Jacob Muthoot Muthoot House, House No. TC/4/25154, Marappalam, Pattom, Trivandrum 695 004 157,995,129 157.99

2 George Thomas Muthoot Muthoot House, Miss East Lane, House No: 9/324 A, Baker Junction, Kottayam 686 001

103,595,129 103.60

3 George Alexander Muthoot

Muthoot House, G - 343, Panampilly Nagar, Ernakulam 682 036 41,100,000 41.10

4 M.G.George Muthoot Muthoot House, G - 74, East of Kailash, New Delhi 110 065 20,000,000 20.00

5 Anna Alexander Muthoot House, G - 343, Panampilly Nagar, Ernakulam 682 036 11,500,000 11.50

6 Elizabeth Jacob Muthoot House, House No. TC/4/25154, Marappalam, Pattom, Trivandrum 695 004 10,700,001 10.70

7 Susan Thomas Muthoot House, Miss East Lane, House No: 9/324 A, Baker Junction, Kottayam 686 001

10,700,000 10.70

8 Sara George Muthoot House, G - 74, East of Kailash, New Delhi 110 065 10,100,000 10.10

9 Valsa kurien Muthoot House, college Road, Kozhencherry 10,000,000 10.00

10 Georgie Kurien Muthoot House, college Road, Kozhencherry 5,800,000 5.80

(i) Commercial Papers List of top ten holders of commercial papers of face value of ` 500,000 per commercial papers:

Sl.No. Name of the Holder Address Number of instruments

Aggregate Value (` in

millions)

1 Yes Bank Limited

2Nd Floor, Tiecicon House Dr E Moses Road Opp Famous Studio Mahalaxmi, Mumbai 400011 3,500 1750.00

2

Kotak Mahindra Trustee Company Ltd. A/C Kotak Floater Short Term Scheme

Deutsche Bank Ag Db House, Hazarimal Somani Marg Post Box No. 1142, Fort Mumbai 400001 2,000 1000.00

3

Jm Financial Trustee Co Pvt Ltd A/C Jm Financial Mutual Fund-High Liquidity Fund

Hdfc Bank Ltd, Custody Services Lodha - I Think Techno Campus Off Flr 8, Next To Kanjurmarg Stn Kanjurmarg East Mumbai 400042 2,000 1000.00

4 Sundaram Mutual Fund A/C Sundaram Money Fund

Standard Chartered Bank, Crescenzo Securities Services, 3Rd Floor ,C-38/39 G-Block, Bkc Bandra (East) Mumbai India 2,000 1000.00


49

5 Union Kbc Liquid Fund

Citibank N A, Custody Services 3Rd Flr, Trent House, G Block, Plot No. 60, Bkc, Bandra - East Mumbai 1,500 750.00

6 Bnp Paribas Overnight Fund

Hsbc Securities Services ,2Nd Floor, Shiv, Plot No.139-140 B ,Western Exp Highway,Sahar Rd Junct, Vile Parle-E Mumbai 1,000 500.00

7

Religare Trustee Company Limited-A/C Religare Credit Opportunities Fund

Deutsche Bank Ag Db House, Hazarimal Somani Marg Post Box No. 1142, Fort Mumbai 400001 800 400.00

8 Titco Ltd Taurus Mutual Fund Taurus Liquid Fund

Hdfc Bank Ltd, Custody Services Lodha - I Think Techno Campus Off Flr 8, Next To Kanjurmarg Stn Kanjurmarg East Mumbai -400042 500 250.00

9 Kotak Mahindra Old Mutual Life Insurance Limited

Standard Chartered Bank, Crescenzo Securities Services, 3Rd Floor, C-38/39 G-Block, Bkc, Bandra (East),Mumbai India 400051 500 250.00

10

Religare Trustee Company Limited-A/C Religare Credit Opportunities Fund

Db House, Hazarimal Somani Marg Post Box No. 1142, Fort Mumbai 400001 400 200.00


50

MATERIAL CONTRACTS, AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER

The following contracts which are or may be deemed material have been entered or are to be entered into by the Company. Moreover, our Company, in the ordinary course of its business, enters into various agreements, including loan agreements and joint venture agreements, which may contain certain financial obligations and/or provisions which may have an impact on its financial condition. Such contracts or agreements may be inspected at the Registered Office of the Issuer from 11.00am to 5.00pm from the date of this Information Memorandum, until the date of closure of this Issue. Material Contracts: 1) Tripartite agreement between the Company, Registrar to the Issue and CDSL dated

December 08, 2010 and letter of extension dated March 14, 2011.

2) Tripartite agreement between the Company, Registrar to the issue and NSDL dated August 25, 2006.

Material Documents: 1. Certificate of Incorporation of the Company dated March 14, 1997, issued by

Registrar of Companies, Kerala and Lakshadweep. 2. Memorandum and Articles of Association of the Company. 3. The certificate of registration No. N.16.00167 dated December 12, 2008 issued by

Reserve Bank of India u/s 45 IA of the Reserve Bank of India, 1934. 4. Credit rating letter dated March 29, 2011 and reaffirmed through letter February 26,

2013 from ICRA and credit rating letter dated February 22, 2011 and reaffirmed through letter February 26, 2013 from CRISIL, granting credit ratings to the SDs.

5. Copy of the Board Resolution dated 14th January, 2013 authorising the Issue. 6. Resolution passed by the shareholders of the Company at the Annual General

Meeting held on September 28, 2011, approving the overall borrowing limit of Company.

7. Consents of the Debenture Trustee to act in their capacity. 8. Annual Reports of the Company for the last five Financial Years 2007-08 to 2011-12.


51

ISSUE DETAILS

(a) The Issue Muthoot Finance Limited proposes to Issue up to 1,00 Rated Taxable Unsecured Redeemable Subordinated Debts in the form of Debentures/Promissory Notes of Face Value of ` 1 million each, aggregating up to `100 million. (b) Utilization of the Issue Proceeds The funds raised through this Issue will be utilised for our various financing activities including lending and investments, to repay our existing liabilities or loans and towards our business operations including for our capital expenditure and working capital requirements and general corporate purposes, after meeting the expenditures of and related to the Issue and subject to applicable statutory/regulatory requirements (c) Listing Rated, Taxable, Unsecured, Redeemable, Non-Convertible Subordinated Debts in the form of Debentures/Promissory Notes are proposed to be listed on Debt Market Segment of the BSE Limited, Mumbai (BSE). (d) Rating The company has obtained Long Term Rating of [ICRA] AA – /Stable from ICRA and CRISIL AA-/Stable from CRISIL. (e) Redemption Bullet, at the end of 10 years from the Date of Allotment. (f) Period of Maturity 10 years from the Date of Allotment.

(g) Coupon Rate 12.35% p.a Yield to Maturity 12.35% p. a (annualized ) Interest Calculation: Interest for each of the interest periods shall be calculated, on 'actual/ actual’ on the face value of principal outstanding on the Bonds at the coupon rate rounded off to the nearest Rupee. Interest on SDs shall accrue to the SD holders / beneficiaries (‘Beneficiaries”) as per the beneficiary list provided by the Depository as on the Record Date. If any of the interest payment date(s) fall on a day which is not a Working Day, then payment of interest will be made on the next working Day. (h)Discount / Effective Price to Investor The SDs are being issued at face value and no discount shall be offered on the SD hence the Investor shall pay 100% of the Issue Price DEBENTURE TRUSTEE The Company has appointed IDBI Trusteeship Services Limited (ITSL)as the Debenture Trustee. All the rights and remedies of the SD holders shall vest in and shall be exercised by the Debenture Trustee without referring to the SD holders. All investors are deemed to have


52

irrevocably given their authority and consent to ITSL 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 SD holders shall discharge the Company pro tanto to the SD holders. Resignation/retirement of the Debenture Trustee shall be as per terms of the trust deed to be entered into between the Company and the Debenture Trustee. A notice in writing to the SD holders shall be provided for the same. The Debenture Trustee shall duly intimate the SD holders by issuing a release on occurrence of any of the following events: (a) default by the Company to pay interest on the SDs or redemption amount; (b) failure of the Company to create a charge on the assets for the secured SDs; (c) revision of credit rating assigned to the SDs. Such information shall also be placed on the websites of the Debenture Trustee, the Company and the Stock Exchange. Debenture Trustee has given its written consent for its appointment as debenture trustee to the Issue under Regulation 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum. Copy of the consent letter issued by the Debenture Trustee is annexed to this Information Memorandum.


53

OFFERING INFORMATION

Terms of the Issue Muthoot Finance Limited proposes to Issue up to 100 Rated Taxable Unsecured Redeemable Non-Convertible Subordinated Debts in the form of Debentures/Promissory Notes Face Value of ` 1 million each, aggregating up to ` 100 million to be issued on a Private Placement basis. Listing Details Rated, Taxable, Unsecured, Redeemable, Non-Convertible Subordinated Debts in the form of Debentures/Promissory Notes are proposed to be listed on the Debt Market segment of the BSE Limited (BSE). Nature of Instrument Rated, Taxable, Unsecured, Redeemable, Non-Convertible Subordinated Debts in the form of Debentures/Promissory Notes to be issued on a private placement basis and in dematerialized form. Credit Rating The company has obtained long term rating of [ICRA] AA-/Stable from ICRA and CRISIL AA-/Stable from CRISIL Face Value The Face Value of the SDs shall be `1 million per SD. Issue Price The Issue Price of the SDs shall be `1 million per SD. The amount payable at the time of subscription shall be @ `1 million per SD Discount / Effective Price to Investor The SDs are being issued at face value and no discount shall be offered on the SD hence the Investor shall pay 100% of the Issue Price Market Lot The minimum lot size for trading of the SDs on the Stock Exchange is proposed to be one SD. Coupon Rate 12.35% p.a Yield to Maturity 12.35% p. a (annualized ) Redemption Bullet, at the end of 10 years from the Date of Allotment. Period of Maturity 10 years from the Date of Allotment. Minimum Number of SDs The applications must be made for a minimum of five (5) SDs and in multiples of (1) one SD thereafter.


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APPLICATION FOR THE SD How to Apply Applications for the Debentures must be made in the Application Form and must be completed in block letters in English by investors. Application Forms must be accompanied by either a demand draft or cheque or electronic transfer drawn or made payable in favour of “Muthoot Finance Limited” and should be crossed “Account Payee only”. The full amount of the Face Value applied for has to be paid along with the delivery of the fully completed and executed Application Form together with other applicable documents described below. Cheques/demand drafts/electronic transfer may be drawn on any scheduled bank and payable at Mumbai. The Company assumes no responsibility for any applications/cheques/demand drafts lost in mail or in transit. Who can apply Nothing in this Information Memorandum/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 Information Memorandum, and this Information Memorandum and its contents should not be construed to be a prospectus under the Companies Act. Information Memorandum and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by or on behalf of the Company and only such recipients are eligible to apply for the SDs. The categories of investors eligible to invest in the SDs, when addressed directly, include banks, financial institutions including development financial institutions, companies and bodies corporate, insurance companies, Mutual Funds and such other category of investor as expressly authorised to invest in the SDs. Furthermore, NRIs, OCBs, FIIs and other persons resident outside India are not eligible to apply for or hold the SDs. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. Application by Banks/ Corporate Bodies/ Mutual Funds/ Financial Institutions/ 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; (iii) specimen signatures of authorized signatories; and (iv) necessary form for claiming exemption from on interest on application money. 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 Registered Office. Submission of completed Application Form All applications duly completed accompanied by account payee cheques/drafts/application money/transfer instructions from the respective investor’s account to the account of the Issuer, shall be submitted at the Registered/Corporate Offices.


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Issue Programme ISSUE OPENING DATE February 27, 2013

ISSUE CLOSING DATE March 24, 2013

DATE OF ALLOTMENT March 26, 2013

The Company reserves the right to change the Issue programme, including the Date of Allotment, at its sole discretion, without giving any reasons or prior notice. SDs will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Information Memorandum/Disclosure Document. Mode of Payment All cheques/drafts/transfers/RTGS must be made payable to “Muthoot Finance Limited”. Details for RTGS payments are mentioned in the instructions as part of the application form. Procedure and Time of Schedule for Allotment and Issue of Certificates On the SDs being subscribed under this offer, the SDs would be allotted by such persons as are authorized by the Board/Committee from time to time. The Company will execute and dispatch/credit to the DP account of the allottee, in favour of the allottees such Allotment Intimation or refund letter along with refund amount, not later than seven Working Days after receipt of completed Application Form or the Date of Allotment, whichever is later. After completion of all legal formalities, the Company will issue the SDs certificate(s)/credit the DP account of the allottees against surrender of the letter(s) of Allotment within three month(s) of the Date of Allotment or such extended period, subject to obtaining the approvals, if any. Basis of Allotment The Company has the sole and absolute right to allot the SDs 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. Dispatch of Refund Orders The Company shall ensure dispatch of refund orders by registered post/speed post/ordinary post. Loss of Interest Cheques/Refund Cheques Loss of interest cheques/refund cheques should be intimated to the Company along with request for duplicate issue. The issue of duplicates in this regard shall be governed by applicable law and any other conditions as may be prescribed by the Company. Interest on Application Money Interest at applicable coupon rate will be paid on the application money to the applicants. Such interest will be paid for the period commencing from the date of realization of the cheque (s)/demand drafts (s) up to but excluding the Date of Allotment. The interest payable on application money will be dispatched by registered post/courier the next Working Day after the Date of Allotment. The letters of Allotment/Allotment advice/refund orders, as the case may be, will be sent by registered post/courier/hand delivery within seven days from the Date of Allotment to the first/sole applicant, at the sole risk of the applicant. The payment will be subject to tax deducted at source at the rates prescribed under the provisions of the IT Act or any other statutory modification or re-enactment thereof.


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Tax exemption certificates, if applicable, in respect of non-deduction of tax on interest on application money must be submitted along with the Application Form. It is clarified that interest shall not be paid on invalid and incomplete Application Forms. Computation of interest Interest for each of the interest periods shall be calculated, on 'actual/ actual days’ basis, on the face value of principal outstanding on the Bonds at the coupon rate rounded off to the nearest Rupee and same shall be paid annually The interest payment shall be made on each anniversary date of the allotment. Interest at the coupon rate will be paid only to the SD holders registered in the Register of SD holders or to the Beneficial Owners. Interest on the SDs shall be payable on the Coupon Payment Date. Such interest will be paid Annually. All the applications for transfer shall be accepted only at the Corporate Office. In the case of joint holders of SDs, interest shall be payable to the first named SD holder. For the purpose of registering a transfer of SDs prior to the Record Date, the SD certificate(s)/letter(s) of the Allotment, a duly stamped transfer deed and all supporting documents must reach the Company at its Registered Office at least seven Working Days before the Record Date. The provisions of the Depositories would be complied by the Registrar for facilitating interest payment by the Company on the Coupon Payment Date. Tax as applicable under the IT Act or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the SDs. Tax exemption certificate/document/form, under Section 193 of the IT Act if any, must be lodged at the Registered Office of the Issuer, at least 15 days before the relevant interest payment becoming due. Redemption Schedule* 100% of Face Value of SDs to be paid on redemption. Redemption Date* Redemption Amount per SD March 26, 2023 ` 1,000,000/-

* This may change due to change in Date of Allotment Payment on Redemption Payment of the redemption amount of the SDs will be made by our Company to the beneficiaries as per the beneficiary list provided by the Depositories as on the Record Date. The SDs shall be taken as discharged on payment of the redemption amount by our Company to the beneficiaries as per the beneficiary list. Such payment will be a legal discharge of the liability of our Company towards the SD holders. On such payment being made, our Company will inform the Depositories and accordingly the account of the SD holders with Depositories will be adjusted. Our Company’s liability to the SD holder in respect of all their rights including for payment or otherwise shall cease and stand extinguished after the Maturity Date, in all events save and except for the SD holder’s right of redemption as stated above. Upon dispatching the payment instrument towards payment of the redemption amount as specified above in respect of the SDs, the liability of our Company shall stand extinguished. Interest Rate in case of Default In case of default in payment of Interest and/or Principal redemption on the due dates, additional interest @ 2% p.a. over the documented rate (yield to Investor) will be payable by the Company for the defaulting period


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Issue of SD Certificates After completion of all legal formalities, the Company will issue the SDs certificate(s) within the time specified under the applicable laws. The Company shall credit the depository account of the allottee within 2 days from the Date of Allotment. Interest at coupon rate will be paid via interest warrants on the application money to the applicants. Such interest will be paid for the period commencing from the date of realization of the cheque(s)/demand draft(s) up to but excluding the Date of Allotment. Splitting and Consolidation Splitting and consolidation of the SDs is not applicable in the demat mode form since the saleable lot is one SD. Power of Company to exercise right to re-purchase and/or re-issue the SDs The Company will have the power, exercisable at its sole and absolute discretion from time to time, to re-purchase a part or all of its SDs from the secondary markets or otherwise, at any time prior to the Maturity Date, subject to applicable law and in accordance with the prevailing guidelines/regulations issued by the RBI, the SEBI and other authorities. In the event of a part or all of its SDs 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 SDs either by reissuing the same SDs or by issuing other SDs in their place. Further, in respect of such re-purchased/re-deemed SDs, the Company shall have the power, exercisable either for a part or all of those SDs, 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. Eligible Holders and Mode of Transfer The Company will not register any transfers of the SDs to any NRIs, OCBs, FIIs, or any persons resident outside India, unless appropriate regulatory approvals are obtained. The Company shall not be duty bound to take interest or trust in or over the SDs. The title to the SDs shall pass by execution of duly stamped transfer deed(s) accompanied by the SDs certificate(s) together with necessary supporting documents. The transferee(s) should deliver the SD certificates to the Company for registration of transfer in the Register of SD holders at the Registered Office. The Company on being satisfied will register the transfer of such SDs in its Register of SD holders. The person whose name is recorded in the Register of SD holders shall be deemed to be the owner of the SDs. Request for registration of transfer, along with the necessary documents, and all other communications, requests, queries and clarifications with respect to the SDs should be addressed to and sent to the Registered Office. No correspondence shall be entertained in this regard at any other branches or any of the offices of the Company. In the event the SDs are issued in physical form, the Company shall use a common form of transfer. The request from Registered SD holder(s) for splitting/consolidation of SD certificates will be accepted by the Company only if the original SDs certificate(s) is/are enclosed along with an acceptable letter of request. No requests for splits below the Market Lot will be entertained. Transfer of SDs in dematerialised form would be in accordance to the rules/procedures as prescribed by the Depositories. Succession In the event of demise of a Registered SD holder, or the first holder in the case of joint holders, the Company will recognize the executor or administrator of the demised SD holder or the holder of succession certificate or other legal representative of the demised SD holder as the Registered SD holder of such SDs, if such a person obtains probate or letter of


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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 SDs standing in the name of the demised SD holder(s) on production of sufficient documentary proof or indemnity. In case a person other than individual holds the SDs, the rights in the SDs shall vest with the successor acquiring interest therein, including liquidator or such any person appointed as per the applicable law. Issue of Duplicate SD Certificates If any SD certificate(s) is/are mutilated or defaced, then, upon production of such certificates at the Registered Office, the same will be cancelled and a new SD certificate issued in lieu thereof. If any SD certificate is lost, stolen or destroyed then, upon production of proof thereof to the satisfaction of the Company and upon furnishing such indemnity as the Company may deem adequate and upon payment of any expenses incurred by the Company in connection thereof, new certificate(s) shall be issued. A fee will be charged by the Company on each fresh SD certificate issued hereunder as per the provisions contained in the Articles of Association. Notices The Company agrees to send notice of all meetings of the SD holders specifically stating that the provisions for appointment of proxy as mentioned in Section 176 of the Companies Act shall be applicable for such meeting. The notices, communications and writings to the SD holder (s) required to be given by the Company shall be deemed to have been given if sent by registered post to the Registered SD holder (s) at the address of the SD holder(s) registered with the Registered Office. All notices, communications and writings to be given by the SD holder (s) shall be sent by registered post or by hand delivery to the Company at its Registered 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 SD holders The SD holder (s) shall not be entitled to any right and privileges of shareholders other than those available to them under the Companies Act. The SDs shall not confer upon the holders 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, terms and conditions attached to all SDs may be varied, modified or abrogated with the consent, in writing, of those holders of the SDs who hold at least three-fourths of the outstanding amount of SDs or with the sanction accorded pursuant to a resolution passed at a meeting of the SD holders, carried by a majority consisting of not less than three-fourths of the persons voting there upon a show of hands or, if a poll is demanded by a majority representing not less than three-fourths in value of the votes cast on such poll, provided that nothing in such consent or resolution shall be operative against the Company if the same are not accepted in writing by the Company. Debenture Redemption Reserve As per Circular dated April 18, 2002 of Ministry of Corporate Affairs, no Debenture Redemption Reserve is to be created for privately placed debentures of Non-Banking Finance Companies and no debenture redemption reserve is proposed to be created.


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Governing Laws and Jurisdiction The SDs are governed by and will be construed in accordance with the Indian law. The Company, the SDs and Company’s obligations under the SDs shall, at all times, be subject to the directions of the RBI and the SEBI. The SD holders, by purchasing the SDs, agree that the Kerala High Court shall have exclusive jurisdiction with respect to matters relating to the SDs. Effect of Holidays Should any of the date(s), including the Date of Allotment/Deemed Date of Allotment, Maturity Date or Redemption Date or the Record Date, as defined in this Information Memorandum/Disclosure Document, fall on a Saturday or 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 next Working Day shall be considered as the effective date. In cases where it is not possible to determine disruption in high value clearing or RTGS as stated above, one day prior to the Maturity Date, the next Working Day shall be considered as the effective date. Tax Deduction at Source Tax as applicable under the IT Act or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the SDs. Tax exemption certificate/document/form, under Section 193 of the IT Act if any, must be lodged at the Registered Office of the Issuer, at least 15 days before the relevant interest payment becoming due. Tax exemption certificate / declaration of non-deduction of tax at source on interest on application money, should be submitted along with the application form. Record Date The record date shall be 15 days before each relevant Interest payments and/or principal repayments for determining the beneficiaries of the SDs for the interest payment and/or principal repayment.


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OTHER REGULATORY AND STATUTORY DISCLOSURES

Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum 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 Information Memorandum. Listing The SDs are proposed to be listed on the Debt Market Segment of the BSE. The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the SDs, In case the Company is unable to list these SDs, the Company undertakes to repay the entire pay-in amount along with interest at the applicable rate, all monies received from the applicants pursuant to this Information Memorandum Disclaimer in respect of Jurisdiction This Issue is made in India to investors as specified under clause “Who Can Apply” of this Information Memorandum, who shall be specifically approached by the Company. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to SDs offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts of Mumbai. This offer of SD is made in India to persons resident in India. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the SDs herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Company Disclaimer Clause The Company certifies that the disclosures made in this Information Memorandum are generally adequate and in conformity with the SEBI Regulations. Further, the Company accepts no responsibility for statements made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum would be doing so at his own risk. Cautionary Note This Information Memorandum is not intended to provide the sole basis of any credit decision or other evaluation and should not be considered as a recommendation that any recipients of this Information Memorandum should invest in the SDs proposed to be issued by the Company. Each potential investor should make its own independent assessment of the investment merit of the SDs and the Company. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the SDs and should possess the appropriate resources to analyze such investment and the suitability of such investment to such investor’s particular circumstance. This Information Memorandum is made available to potential investors on the strict understanding that it is confidential. Recipients shall not be entitled to use any of the information otherwise than for the purpose of deciding whether or not to invest in the SDs. No person including any employee of the Company has been authorized to give any information or to make any representation not contained in this Information Memorandum.


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Any information or representation not contained herein must not be relied upon as having being authorized by or on behalf of the Company. Neither the delivery of this Information Memorandum at any time nor any statement made in connection with the offering of the SDs shall under the circumstances imply that any information/representation contained herein is correct at any time subsequent to the date of this Information Memorandum. The distribution of this Information Memorandum or the Application Forms and the offer, sale, pledge or disposal of the SDs may be restricted by law in certain jurisdictions. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the SDs in any jurisdiction to any person to whom it is unlawful to make such offer or invitation in such jurisdiction. Persons into whose possession this Information Memorandum comes are required by the Company to inform themselves about and observe any such restrictions. The sale or transfer of these SDs outside India may require regulatory approvals in India, including without limitation, the approval of the RBI. Issue of SDs in Dematerialised Form The SDs will be issued in dematerialized form. The Company has made arrangements with the Depositories for the issue of the SDs in dematerialised form. Investors will have to hold the SDs 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 SDs allotted to the depository account of the investor. The Company will make the Allotment to investors on the Date of Allotment after verification of the Application Form, the accompanying documents and on realisation of the application money. The Allotted SDs at the first instance will be credited in dematerialized form on Letter of Allotment ISIN (“LOA ISIN”) within three months of the Date of Allotment and subsequently LOA ISIN will be converted to a Secured SD ISIN. Transferability of SDs These SDs are restricted in their transferability to investors other than Mutual Funds, eligible individuals, HUFs, Trusts, Banks, financial institutions under Section 4A of Companies Act and companies registered under the Companies Act. In the event the SDs are issued in physical form, the Company shall use a common form of transfer. Trading of SDs over the counter In the event SDs are traded over the counter, such trading shall be reported on the BSE Limited. Consents ITSL has given its written consent for its appointment as debenture trustee to the Issue under Regulation 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum

Rated, Taxable, Unsecured, Redeemable, Non-Convertible Subordinated Debts in the form of Debentures/Promissory Notes to be issued on a private placement basis and in dematerialized form (SDs) are proposed to be listed on Debt Market Segment of BSE Limited, Mumbai (BSE).


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PENDING PROCEEDINGS AND STATUTORY DEFAULTS

Save as disclosed below, there are no material pending proceedings pertaining to: (a) matters likely to affect operation and finances of our Company including disputed tax

liabilities of any nature; and (b) criminal prosecution launched against our Company and the Directors for alleged

offences under the enactments specified in Paragraph 1 of Part I of Schedule XIII to the Companies Act.

Litigations involving Our Company Cases filed against Our Company Civil cases 1. T. Manivasagam, the petitioner, has filed a petition (R. C. O. P. No. 48/2010) on

December 21, 2010 against our Company before the District Munsiff cum Rent Controller at Poonamallee under sections 10(3)(a)(i)(ii)(iii) of Tamil Nadu Buildings (Lease & Rent Control) Act, 1960. The petitioner had leased out the premises at First Floor, No 175, Trunk Road, Poonamallee, Chennai, to our Company by a rental agreement dated July 10, 2006. The petitioner has filed the present petition seeking an order of eviction directing our Company to vacate the leased premises and for costs of the proceedings. The District Munsiff Cum Rent Controller has passed an order dated January 23, 2012 in favour of T. Manivasagam and ordered our Company to evict the leased premises. Our Company has filed an appeal (R.C.O.P. No. 12 of 2012) against the said order before the Subordinate Judge at Poonmale. The matter is currently pending.

2. Selvin Jayakumar, the plaintiff, has filed a suit (OS 52/2011) against our Company

before the Munsiff court Devikulam on February 10, 2011. The plaintiff is the landlord of premises taken on lease by our Company for one of its branch offices. The plaintiff had filed the suit praying for direction to put an end to the occupation of the defendant under the licence agreement and vacate the premises by a decree of mandatory injunction and for a direction to pay an amount of ` 0.1 million as arrears of license fees and damages. The matter is currently pending.

3. Petition(R.C.O.P No. 01/2011) filed by R. Thangavel Chettiar, the petitioner, before

the Rent Controller cum District Munsiff at Orathanadu under section 10(3) A (ii) of the Tamil Nadu Buildings (Lease and Controls) Act, 1960 against our Company. The petitioner had leased out property located at No. 155, South Bazzar Street, Orathanadu Town to our Company. The petitioner has filed the present petition seeking an order of eviction against our Company from such premises. The matter is currently pending.

4. Petition (R.C.O.P. No. 5 of 2012) filed by Sunil Kumar, Anil Kumar and Ajit Kumar,

the petitioners, before the Kollam Rent Controller cum District Munisiff under section 11(3) of the Kerala Buildings (Lease and Rent Control) Act, 1965. Our Company had entered into a lease agreement with the Petitioners to rent the property at room No. 1144/47, Ward 24, Kollam by lease agreement dated January 14, 2005 for a period of 10 years. The petitioners have instituted this petition for evicting our Company from the leased premises. The matter is currently pending.


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5. Petition (R.C.O.P No 1135) filed by S. Mohammed Jaleel, the petitioner, against our Company before the Court of Small Causes at Chennai. Our Company had entered into a lease agreement for property located at 71, 1st floor, Pycrofts Road, Triplicane, Chennai. The petitioners have instituted this petition for evicting our Company from the leased premises. The Court has passed an order dated January 10, 2012 in favour of the petitioner. Our Company has filed an appeal (R.C.A. No. 117 of 2012) dated February 13, 2012 against the said order of the Court. The matter is currently pending. Further the petitioner has instituted a petition (R.C.O.P.1519/11) under section 10(2)(i) of the Tamil Nadu Buildings (Lease and Rent Control) Act, 1960 against our Company alleging our Company has failed to pay monthly rent from August 2009 onwards. The petition has been instituted seeking eviction of our Company from the leased premises. The matters are currently pending.

Criminal cases 1. Davidson Tharmaraj, the complainant, has instituted a criminal case (C.C. No.

110/2011) before the Court of the Judicial Magistrate, Tenkasi against our Company, our Promoters, Subramanian the ex-Manager of the Tenkasi south Masi street branch of our Company and A. Mahadevan Pillai the gold auctioneer, the accused in the present case. The complainant has alleged that between January 12, 2004 and February 9, 2004, on the advice of one of the accused, he pledged gold ornaments and availed loans from our Company on four separate occasions, amounting to a sum of ` 0.1 million without the accused having mentioned the rate of interest of such loans. The complainant has also alleged that our Company’s pawn broker license had expired in March 2003 and has not been renewed and hence our Company was not authorised to conduct the auctions as it was in contravention of the Tamil Nadu Pawn Brokers Act, 1943. The complainant has alleged that the accused were guilty of offences under sections 420, 419, 406 and 409 of the IPC read with section 120(b) of the IPC. Our Company and other accused have filed a criminal original petition Crl.OP(MD) No. 7174/2011 before the High Court of Judicature at Madras, Madurai Bench, seeking to have the proceedings in C.C. 110/2011 quashed. The Madurai Bench of the Madras High Court has passed two orders on June 24, 2011 dispensing with the personal appearance of the accused in C.C. No. 110/2011 and staying all proceedings in C.C. 110/2011 on the file of the Judicial Magistrate, Tenkasi, pending disposal of the above Crl.OP(MD) No. 7174/2011. The matter is currently pending.

2. Criminal complaint filed by Vipin Bhola, the complainant in the present matter, under

section 406, 467, 468 and 471 of the IPC against our Company and certain employees before the Judicial Magistrate, Gurgaon. The complainant has alleged that he was an agent of our Company and that he has deposited gold ornaments with our Company. The complainant has also alleged that our Company has refused to redeem the ornaments pledged with it against part re-payment of the amount of loan taken by the complainant. The matter is currently pending.

3. Criminal complaint filed by Deepankar Bhola, the complainant, under section 405,

420, 467, 468, 506 and 120B of the IPC before the Court of Chief Judicial Magistrate, Gurgaon against our Company and few of its Directors, the accused in the case. The complainant had obtained a loan from our Company by pledging 407.50 gms of gold ornaments. The complainant has alleged that he has repaid the entire outstanding loan amount and our Company is illegally retaining the gold ornaments. The complainant has further alleged that our Company has forged documents regarding the return of gold pledged with them so as to cause wrongful loss to the complainant. The present complaint has been filed to direct the police to file an FIR under section 156(3) of the Code of Criminal Procedure, 1973 against the accused. Our Company has filed a petition on January 31, 2012 under section 482 of the Code of Criminal Procedure for


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quashing of the said criminal complaint in the High Court of Punjab and Haryana at Chandigarh. The matter is currently pending.

4. The Assistant Registrar, Co-operative Society, the complainant, had filed an FIR against our Company under sections 5and 28 of Karnataka Money Lenders Act 1961 and sections 4 and 15 of the Karnataka Prohibition of Charging Exorbitant Interest Act 2004. Our Company has filed a petition (Criminal Petition No. 3981 of 2012) before the High Court of Karnataka, Bangalore to quash the FIR. The Court vide order dated July 24, 2012 has granted an interim stay on the matter for four weeks. The matter is currently pending.

5. Criminal complaint filed on June 17, 2011 by the Inspector under the Employment

Exchanges (Compulsory Notification of Vacancies) Act, 1959, the complainant, against the Company before the Metropolitan Magistrate, Ahmadabad. The complainant has alleged that the Company has failed to intimate the employment exchange regarding certain vacancies in the Company and hence would be liable to pay penalty under section 7 of the Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959. The matter is currently pending.

Service tax cases 1. The Directorate General of Central Excise Intelligence, Delhi Zonal Unit has issued a

show cause notice bearing reference DZU/INV/ST/39/2006 dated September 28, 2007 for our Company to show cause recovery of an amount of ` 2.6 million as service tax and an amount of ` 0.1 million as educational cess, service tax amounting to ` 6.4 million and educational cess of `0.1 million under various provisions of the Finance Act, 1994. Further why interest on ` 0.3 million should not be recovered and cenvat credit amounting to ` 0.5 million should not be denied under the Cenvat Credit Rules, 2004. The notice states that our Company was not paying service tax on its money lending business and that our Company is not registered with the service tax department. The Commissioner of Central Excise, Customs and Service Tax, Kochi Commissionerate, passed an order dated January 20, 2009, confirmed the recovery of tax and penalty imposed on our Company and further imposed a penalty of ` 100 for every day from the due date and a penalty of ` 200 for every day such failure continues or at the rate of 2.00% of such tax per month whichever is higher subject to maximum of ` 9.2 million and a further penalty of ` 1,000 under section 7 of the Finance Act, 1994, a penalty of ` 9.2 million under section 78 of the Finance Act and a penalty of ` 4.8 million on our Company under section 15 of the Cenvat Credit Rules, 2004 read with section 78 of the Finance Act, 1994. Our Company has filed an appeal dated April 17, 2009, against the order before the Customs, Excise and Gold (Control) Appellate Tribunal, Bangalore, and the matter is currently pending. Our company has also filed an application for the stay of the pre deposit of demand order together with the appeal. The stay application has been allowed by order dated February 17, 2010, on pre-deposit of an amount of ` 2.5 million. The appeal is currently pending.

2. The Commissioner or Central Excise and Customs, Kochi Commissionerate has issued a show cause notice bearing reference V/ST/15/16/2008 ST Adj/517 dated April 1, 2008, for our Company to show cause recovery of ` 4.3 million as service tax and an amount of ` 0.1 million as educational cess, service tax amounting to ` 0.02 million and educational cess of ` 511, an amount of ` 0.7 million, as service tax and an amount of ` 0.1 million as educational cess in respect various provisions of the Finance Act, 1994. The Commissioner of Central Excise, Customs and Service Tax, passed an order dated May 12, 2009 and confirmed the recovery of tax and penalty


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imposed on our Company and further imposed a penalty of ` 1,000 under section 77 of the Finance Act, 1994, a penalty of ` 5.1 million under section 78 of the Finance Act. Our Company has filed an appeal against the order before the Customs, Excise and Gold (Control) Appellate Tribunal, Bangalore, and the matter is currently pending. Our Company has filed an application for the stay of the pre deposit of demand order together with the appeal and a stay has been granted on February 17, 2010 on pre-deposit of `1.8 million. The appeal is currently pending.

3. The Commissioner for Central Excise and Customs, Kochi has issued a show cause notice No. 122/2008/ST dated October 7, 2008 directing our Company to show cause recovery of an amount of ` 7.8 million as service tax and penalties under sections 76, 77, and 78 of the Finance Act 1994. The Commissioner of Central Excise, Customs and Service Tax, passed an order dated November 30, 2009, confirming the recovery of tax and penalty imposed on our Company and further imposed a penalty of ` 200 for every day of failure to pay service tax and educational cess or at the rate of 2.00% of such tax per month whichever is higher subject to a maximum of ` 7.8 million and a further penalty of ` 1,000 under section 7 of the Finance Act, 1994, a penalty of ` 7.8 million under section 78 of the Finance Act. Our Company has filed an appeal and a petition seeking stay of the order of the Commissioner of Central Excise, Customs and Service Tax, as ST/482/10 before the Customs, Excise and Service Tax Appellate Tribunal on March 15, 2010. The Customs, Excise and Service Tax Appellate Tribunal, by its order dated October 31, 2011, waived the pre-deposit of balance amounts of dues under the impugned order and granted a stay on the recovery thereof till the disposal of the appeal, on pre-deposit of ` 4 million. The appeal is currently pending.

4. By a letter dated September 9, 2010, the Superintendent of Central Excise and

Service Tax, Service Tax D Range, Central Excise Bhavan, Kaloor, Kochi, forwarded copies of three audit enquiries raised by the Comptroller and Auditors General’s audit party regarding three instances of alleged non payment of service tax for the period from 2007-08 to 2009-10 and required our Company to pay service tax as per the audit enquiry. The amount liable to be paid as per the first audit enquiry was ` 1.8 million, the second audit enquiry was ` 0.9 million and as per the third audit enquiry was ` 7.4 million. Our Company has replied to the letter dated September 09, 2010 on October 26, 2010. The Additional Commissioner of Central Excise, Kochi has issued a show cause notice No.V/ST/15/102/202 ST Adj directing our Company to show cause recovery of an amount of `2.2 million towards service tax, education cess and secondary education cess and Interest and penalty applicable on the above, from our company, on marketing expenses paid in foreign currency, as per the first audit enquiry. The matter is currently pending.

Income tax cases

By an assessment order dated December 19, 2011, the Additional Commissioner of Income Tax, Range-1, Kochi, has demanded a sum of ` 13.8 million as the deductions claimed by our Company were disallowed for the AY 2009-10. Our Company has preferred an application dated January 20, 2012 for rectification of the assessment order, under section 154 of the IT Act. Our Company has also filed an appeal against the said order before the Commissioner of Income Tax (Appeals)-II, Kochi. With regard to the application filed by our Company, the assessing officer, vide order dated July 2, 2012 has revised the demand to `13.3 million. The matter is currently pending.


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Cases filed against our Directors

In addition to the litigations disclosed above, the following litigations are currently pending against the Directors:

1. The Deputy Commissioner of Income Tax has issued two assessment orders both dated December 30, 2010 to George Thomas Muthoot under section 143(3) read with section 147 of the IT Act for the assessment years 2006-07, demanding ` 5.6 million and for the assessment year 2007-08, ` 5.2 million. An appeal dated January 07, 2011 has been filed by George Thomas Muthoot before the Commissioner of Income Tax (Appeals), Trivandrum against the above order. The appeal is currently pending.

2. The Deputy Commissioner of Income Tax has issued an assessment order dated December 30, 2010 to George Jacob Muthoot under section 143(3) read with section 147 of the IT Act for the assessment years 2006-07 by demanding a total tax payable of ` 14.5 million. An appeal dated January 07, 2011 has been filed by George Jacob Muthoot before the Commissioner of Income Tax (Appeals), Trivandrum against the above order. The appeal is pending.

3. The Joint commissioner of Income tax, Thiruvalla has issued an assessment order

dated December 12, 2011 to George Jacob Muthoot under section 143(3) of the IT Act for the year ended March 31, 2009 by demanding a total tax payable of ` 38.7 million. George Jacob Muthoot has filed an appeal against the assessment order on December 20, 2011 before the Commissioner of Income Tax (Appeals), Trivandrum. The appeal is pending.

Cases filed by our Company Civil cases 1. Our Company has filed a Special Leave Petition bearing SLP. No. 14386/2010 on

September 7, 2010 before the Supreme Court of India, challenging the order of the High Court of Kerala in W. A. No 539/2006. The special leave petition was filed by our Company, challenging the order of the Government of Kerala notifying that provisions of the Kerala Money Lenders Act, 1958 which regulates and controls money lending business in the state of Kerala, extended its applicability to NBFC’s. Our Company being a registered non-banking financial company is challenging the order of the Government of Kerala. Our Company has contended that the Reserve Bank of India Act, 1934, which specifically regulates non-banking financial companies prevails over all other laws and therefore our Company is not required to obtain licence under the Kerala Money Lenders Act, 1958. The matter is currently pending.

2. Our Company has filed a writ petition (WPC 18932/2012) against the State of

Karnataka, the respondents, on June 13, 2012 in the High Court of Karnataka at Bangalore. The Co-operative Societies & Money Lenders Registrar, Bangalore has filed a case against our Company for running its business without obtaining a license under the Karnataka Money Lenders Act, 1961. Our Company has contended that it is registered as a non banking financial institution with the RBI and is therefore not liable to obtain a license under the Karnataka Money Lenders Act. Our Company has instituted this present writ seeking for issue of mandamus, declaring our Company to be solely governed by the RBI and declaring that the Karnataka Prohibition of Charging Exorbitant Interest Act, 2004 does not apply to our Company. The High


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Court of Karnataka has issued an interim order dated June 18, 2012 directing the respondents from taking any coercive steps until the disposal of the writ petition. The matter is currently pending.

3. Our Company has filed a suit (O.S. No. 593 of 2010) on November 22, 2010 before

the Munsiff Court, Kottarakkara against Remavathy and others, the defendants in the case. Our Company claims that it had acquired certain property on lease from S. Gopalan in the year 1996 for conducting the Ezhukone branch of our Company. S. Gopalan passed away and by a will executed by S. Gopalan the leased property was vested with his legal heirs, the defendants in the suit. The lease had expired on March 31, 2010 and our Company intimated Remavathy for renewal of the lease for a further term with an enhancement of 10.00% of the rent payable. However Remavathy has claimed an amount of ` 15 per square feet of the leased premises for the renewal of the lease. Our Company has filed the present suit seeking a direction for fixation of the fair rent of the lease premises and to restrain the defendants from causing nuisance and obstructing the smooth functioning of our Company’s branch. Our Company has filed I.A. 3707/2010 seeking a temporary injunction against the defendants. The Munsiff Court, Kottarakkara by its order dated December 12, 2010 granted a temporary injunction restraining the defendants from forcibly evicting our Company from the property other than by due process of law. The matter is currently pending.

4. Our Company has filed a civil suit (O. S. No. 78/2006), before the Sub Court,

Ernakulum against Cardamom Marketing Corporation, a partnership firm and 11 other persons who are partners of Cardamom Marketing Corporation, the defendants in the case. Our Company has alleged that the defendants availed a loan of ` 17.5 million in the month of September 2005 agreeing to repay the loan with 24.00% interest per annum within 21 days from the date of disbursement. However the defendants did not repay the loan as agreed. On November 2, 2005 and November 26, 2005 our Company sent registered notices demanding the repayment of loan with the interest. The defendants had issued a cheque of ` 18.5 million towards repayment of the loan amount which when presented for encashment by our Company was dishonoured on December 13, 2005. Our Company issued a notice dated January 11, 2006 to the defendants intimating about the dishonour of cheque and demanding payment and the defendants denied any transactions between our Company and the defendants. Therefore our Company has filed the suit for recovery of an amount of ` 19.0 million from the defendants and further seeking costs of the proceedings. The matter is currently pending.

5. Our Company has filed as civil suit (OS.No:229/2011) before the Munsiff Court

Kollam, against L. Johny kutty on March 21, 2011. Our Company claims that it has acquired certain property on lease from the defendant by a lease deed dated January 16, 2006 and is occupying the premises from March 31, 2006. Our Company claims that the lease was initially for a period of five years and that our Company has the right to retain the lease on enhancement of rent by 10.00% of the existing rent as per the terms and conditions set forth in the lease deed. Our Company had filed the above suit for restraining the defendant from forcibly dispossessing or evicting the plaintiff from the scheduled building except by due process of law. Our Company has also filed a petition for interim injunction directing the defendant not to interfere with the possession of the leased premises by our Company or committing any waste in the leased premise during the pendency of the suit. The Munsiff Court, Kollam by its order dated March 21, 2011 has granted temporary injunction. The parties have settled the matter out of court and have entered into a fresh lease agreement. The parties have filed a compromise petition on July 11, 2012, before the Musiff Court, Kollam and are awaiting the court’s approval.


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6. Suit (O.S.No. 087 2012) for injunction filed by our Company against K.S.

Harikumar, the defendant, before the Munsiff’s Court at Thiruvananthapuram. Our Company had entered into a lease agreement dated February 10, 2004 with Mr. Francis Albert for taking on rent the building at Assissi Business Center, T.C.No. 40/1730, Manacaud, Thiruvannathapuram. The period of rent was for five years. In the meanwhile, the defendant had purchased the said leased premises and has taken due consideration from Mr. Francis Albert for continuation of the lease agreement. Our Company has alleged that the defendant has trespassed into the leased premises and attempted to destroy the movables of our Company. Our Company has thus filed the suit seeking for a decree of permanent prohibitory injunction restraining the defendant from entering the leased premises. The Court has passed an order for interim injunction against the defendant and from forceful eviction of our Company from the leased premises. The matter is currently pending.

7. Our Company has filed a suit (OS No. 56/2011) against P.S.Ratna Deep, the

defendant, before the court of District Judge, Kovvur. The suit is for a recovery of ` 3.6 million allegedly misappropriated by the defendant while acting as the branch manager of our Company’s office at Jangareddygudem. The matter is currently pending.

8. Our Company has filed a suit (OS No. 71/2012) against Nimmakayala Venkata Shiva

Prasad, the defendant, before the Court of the Senior Civil Judge at Bobbili. This suit is for the recovery of ` 0.6 million allegedly embezzled by the defendant while working in the capacity of assistant manager at the Bobbili branch of our Company. The matter is currently pending.

9. Our Company has filed a suit (OS No. 07/2011 against Vishwananth Nair, the

defendant, before the court of the Civil Judge, Senior Division, Madhugiri. The suit is for the recovery of ` 1.1 million allegedly embezzled by the defendant, while working as an assistant manager of our Company at our Madhugiri branch. The matter is currently pending.

10. Our Company has filed a suit (OS No. 9 of 2011) against Kallur Venkata Prasad

Reddy, the first defendant and K. Venkata Subba Reddy, the second defendant, before the Court of 2nd Additional District Judge at Proddatur. The second defendant was the manager of the Poddatur branch of our Company and had extended a loan against spurious gold pledged by the first defendant. Further, the second defendant did not take reasonable care in discharging his obligation as the branch manager of our Company. The present suit is for the recovery of the ` 1.8 million misappropriated by the defendants. The matter is currently pending. Our Company has separately filed a criminal complaint (C.C.No.317 of 2010) against the defendants before the Additional Judicial Magistrate of First Class, Proddatur. The Court has passed its judgment acquitting the defendants. Our Company has filed an appeal (Appeal No. 677/2012) against the judgment before the District Court at Kadappa. The matter is currently pending.

11. The Assistant District Registrar, Rajkot, the respondent in the case, has issued notices dated April 10, 2012, March 5, 2012 and March 21, 2012 seeking to apply the provisions of The Gujarat Money Lenders Act, 2011 to our Company. Our Company has filed a writ petition (Special Civil Application No. 9043/2012) in the High Court of Gujarat challenging the notices issued by the respondent. The High Court vide order dated July 24, 2012 ordered the matter to be dismissed for non-appearance of our Company. On an application made by our Company for restoration of the writ


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petition, the High Court vide order dated August 1, 2012, has recalled the previous order dismissing the writ and restoring the petition. The matter is currently pending.

Criminal cases 1. Our Company has filed a criminal complaint against V.P.Prabhakara Menon, the

accused, with the Police, Yeashwantpur, Bangalore. Our Company has alleged that the accused, while working as a branch manager for our Company’s branch at Mathikere, Bangalore, had committed various acts of theft, misappropriation and criminal breach of trust. Our Company has filed the complaint for suitable action to be taken against the accused. The police have filed a chargesheet (Case No. CC. 8018/2002) before the IVth Additional Chief Metropolitan Magistrate, Bangalore City. The matter is currently pending.

2. Our Company has filed a first information report on May 10, 2011 reporting the robbery of about 9 kilograms of gold from its Pandav Nagar office. The chargesheet has been filed before the District and Sessions Judge, Delhi on August 19, 2011. The matter is currently pending.

3. Our Company has filed a first information report on March 21, 2009 reporting the

robbery of 15 gold packets from its Vidyadhar branch office. Our Company has alleged that Vijay Purohit, acting as the branch manager of the branch office, has misappropriated the gold packets. The chargesheet has been filed against the ex-branch manager before the Additional Chief Judicial Magistrate, Jaipur on May 19, 2009. The matter is currently pending.

4. Our Company has filed a first information report dated June 6, 2007 against Shiju

Abraham, an ex-employee of the Company at its Jaipur branch, for allegedly disbursing gold loans in his own name. The chargesheet has been filed before the Additional Civil Judge (Junior Division), Jaipur. The matter is currently pending.

5. Our Company has filed a first information report dated May 10, 2008 against Arun

Kumar P.R., an ex-employee of the Company for alleged theft of gold ornaments from the Company lockers. The chargesheet has been filed on October 24, 2008 before the Judicial Magistrate, First Class, Raipur. The matter is currently pending.

6. Our Company has filed an FIR dated August 20, 2011 against Rohit Chauhan, an ex-employee of the Company for allegedly misappropriating funds from the Company. The charge sheet was filed on February 1, 2012 before the Chief Judicial Magistrate, Ghaziabad. The matter is currently pending.


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SUMMARY TERM SHEET

FOR PRIVATE PLACEMENT OF RATED, TAXABLE, UNSECURED, REDEEMABLE AND NON-CONVERTIBLE SUBORDINATED DEBT IN THE FORM OF DEBENTURES/ SUBORDINATED DEBT AS PART OF TIER II CAPITAL OF THE ISSUER Issuer Muthoot Finance Limited Arranger/Underwriter NIL Object of the Issue The funds raised through this Issue will be

utilised for our various financing activities including lending and investments, to repay our existing liabilities or loans and towards our business operations including for our capital expenditure and working capital requirements and general corporate purposes, after meeting the expenditures of and related to the Issue and subject to applicable statutory/regulatory requirements

Type of Instrument Rated, Taxable, Unsecured, Redeemable, Non-Convertible Sub debt in the form of Debentures/ Promissory Note as part of Tier II Capital of the Issue

Rating [ICRA] AA- /Stable and CRISIL AA-

/STABLE Mode of Placement Private Placement Form of Issue Dematerialised – by credit to the account of

investor by NSDL Aggregate Issue Amount Upto Rs 1,00 million

Tenor 10 years from the Date of Allotment Denominations `1 million per SD Total Number of SDs up to 100 SDs Market Lot One (1) SD Minimum Application The minimum subscription of SDs is Five

(5) SD and in multiples of 1 thereafter Issue Price `1,000,000 Redemption Bullet payment at par at the end of 10 years

from the deemed date of Allotment


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Redemption Date / Schedule Call Option None Put Option None Coupon 12.35% p.a, Fixed Yield to Maturity 12.35% p.a (Annualized) Coupon Payment Interest will be paid annually on each

anniversary of the Deemed Date of Allotment on the face value of instrument. Last interest payment will be on redemption date

Issue opening date February 27, 2013 Issue closing date March 24, 2013 Pay-in date February 27, 2013 to March 24, 2013 Deemed Date of Allotment March 26, 2013 Settlement mode On the redemption date, redemption

proceeds would be paid by cheque/ pay order/warrant/demand draft electronic mode to those SD Holders whose names appear on the list of beneficial owners given by the Depositories.

Day count basis Actual ⁄ Actual Business days Mumbai & Kochi Documentation Documentation shall be in form and

substance customary for Transactions of this nature.

Security Unsecured Debenture Trustee IDBI Trusteeship Services Limited Listing Proposed to be listed in BSE on Debt Market

segment. Clearing / Depository National Securities Depository Limited /

Central Depository Services (India) Limited Trading Only Dematerialised Form Issuance mode Dematerialised Form

Redemption Date Redemption Amount SD March 26, 2023 ` 1,000,000/-


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UNDERTAKING

The Company undertakes that: • In the event the SDs are issued in physical form, the Company shall use a common

form of transfer • It will provide a compliance certificate duly certified by the Debenture Trustee to the

SD holders, (on a yearly basis), in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum; and

• Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency

and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange. Any change in rating shall be promptly disseminated to SD holders and prospective investors in such manner as the Stock Exchange may determine from time to time. All information and reports on the Debentures, including compliance reports filed by the Company and the Debenture Trustee, shall be disseminated to the SD holders and the general public by placing them on the website of the Company and shall through the Trust Deed, request the Debenture Trustee to place the same on its website

• The above Information Memorandum is compliant with all disclosures required to be

made for listing of non-convertible debentures on a private placement basis on a recognized stock exchange, as specified in Schedule I under Point 2 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations, 2008

For Muthoot Finance Limited

Sd/-

Authorized Signatory

Date: February 26, 2013 Place: Kochi, India

Information Memorandum / Private & Confidential Disclosure Document Not For Circulation

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FORM OF APPLICATION


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ANNEXURE I: RATING LETTER &, RATIONALE


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ANNEXURE II: CONSENT LETTER OF DEBENTURE TRUSTEE


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