Muthoot Finance Ltd

Dear Shareholders,

Your Board of Directors is pleased to share with you the 28^th Annual Report of Muthoot Finance Limited ("Company") enumerating the business performance along with the Audited Financial Statements (standalone and consolidated) for the financial year ended March 31, 2025.

1. Financial Summary

The summarized standalone and consolidated results for the Company with the previous year's figures are given in the table below:

Rs in Millions

2. Dividend

Your Directors, considering the good performance and strong growth seen in the Financial Year 2024-25 had declared an interim dividend of Rs 26 per equity share in its board meeting held on April 21, 2025 (260% of face value). The dividend payout amounted to Rs 10438.06 million representing 20.07% of profit after tax for the year. The Board has decided to plow back the remaining profit after tax for business activities.

The Dividend distribution policy containing the requirements mentioned in Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("SEBI Listing Regulations") is available on the website of the Company at https://cdn.muthootfinance. com/sites/default/files/files/2020-08/Policy%20on%20 Dividend%20Distribution.pdf.

The list of unpaid dividend is available on the Company's website at https://www.muthootfinance.com/transfer-of-shares. Shareholders are requested to check the said list and if any dividend due to them remains unpaid in the said list, Shareholders can approach the Company or Registrar and Transfer Agent of the Company for the release of unclaimed dividends.

3. Transfer to Reserves

Your Board of Directors has transferred an amount of Rs 10,401.50 million to the statutory reserve maintained under Section 45 IC of the Reserve Bank of India Act, 1934. Post transfer of profits to reserves, your Board proposes to retain Rs 1,60,676.26 million in the Retained Earnings.

4. Company's Performance

In a testament to the robust strategic initiatives and unwavering market confidence, your Company has achieved a significant milestone in its core business operations. Demonstrating sustained growth and expanding reach, your Company has successfully attained its highest-ever gold loan advance to new customers, amounting to Rs 2,18,880.00 million, reinforcing its position as a trusted partner in the gold loan industry.

Complementing our core gold loan business, our non-gold loan business offerings continued to gain traction with our micro finance loan, personal loan, loan against property, business loans, corporate loans paving a pivotal role in diversifying our consolidated loan portfolio.

Your Company achieved a net profit of Rs 52,007.52 million for the financial year ended March 31, 2025 as compared to Rs 40,496.65 million for the financial year ended March 31, 2024, registering an impressive y-o-y growth of 28%, driven by the robust growth in gold loan and onboarding of new customers. Profit before tax was at Rs 70,706.00 million for the financial year ended March 31, 2025 as compared to Rs 54,487.83 million for the financial year ended March 31, 2024.

Total income has increased to Rs 1,71,559.53 million for the financial year ended March 31, 2025 from Rs 1,26,940.44 million for the financial year ended March 31, 2024, primarily on account of increase in Interest income of the Company. Interest income of the Company increased to Rs 1,68,770.14 million from the previous year's interest income of Rs 1,24,475.66 million, a y-o-y growth of 36%.

Loan Assets Portfolio of the Company increased by Rs 3,28,208.40 million during the year reaching Rs 10,86,478.23 million as on March 31, 2025, as against Rs 7,58,269.83 million as on March 31, 2024, a y-o-y growth of 43%. The Return on Average Loan Assets stood at 5.70% for the financial year ended March 31, 2025 as against 5.84% for the financial year ended March 31, 2024. Interest yield for the financial year ended March 31, 2025 stood at 18.49% as compared to 17.94% for the financial year ended March 31, 2024. Net Interest Margin was 11.45% for the financial year ended March 31, 2025 as compared to 11.23% for the financial year ended March 31, 2024. The Company remitted to exchequer Rs 19,878.21 million as taxes.

5. Share Capital

During the financial year, no preferential issue of shares with differential rights as to dividend, voting as otherwise was carried out by the Company. The Company has also not carried out any buyback of its equity shares during the financial year under review.

During the financial year, your Company allotted 2215 equity shares of the face value of Rs 10/- each under Muthoot ESOP 2013 scheme pursuant to the exercise of 2215 stock options at an exercise price of Rs 50/- each by the employees.

The disclosures as required under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 read with SEBI Circular CIR/CFD/ POLICY CELL/2/2015 dated June 16, 2015 is attached to this report as Annexure 1 and is also available on the website of the Company at https://www.muthootfinance. com/esop-disclosure. Please refer note 46 of Notes forming part of Standalone Financial Statements for further disclosures on ESOPs. The Company does not have any scheme to fund its employees for the purchase of shares of the Company.

A certificate from the Secretarial Auditor of the Company certifying that the ESOP scheme is implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be placed at the Annual General Meeting for inspection by members.

The Employee Stock Option Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and there have been no material changes to the Scheme during the Financial Year 2024-25.

As per Section 124 and 125 of the Companies Act, 2013 (‘'Act") read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, any dividends that remain unclaimed/unpaid for a period of seven years will be transferred to the Investor Education and Protection Fund ("IEPF").

During the Financial Year 2024-25, the Company has transferred the unclaimed dividends of Rs 7,99,608.00 to Investor Education and Protection Fund ("IEPF"). Further, 2676 equity shares on which the dividends were unclaimed for seven consecutive years were transferred to IEPF during the Financial Year 2024-25 as per the requirements of IEPF Rules.

No claim will lie on the Company on account of the dividend after the dividend is transferred to IEPF.

6. Resource Mobilization/Fund Raising

Your Company has not issued any Non-Convertible Debentures through Public Issue during the Financial Year 2024-25. The company has raised Rs 93,565.00 million through Private Placement of Non-Convertible Debentures during the financial year.

Subordinated Debts represent long-term source of funds for the Company and the amount outstanding as on March 31, 2025, stood at Rs 187.17 million. Subordinated Debts qualify as Tier II capital under the Master Direction -Reserve Bank of India (Non-Banking Financial Company- Scale Based Regulation) Directions, 2023.

Bank Finance remains an important source of funding for your Company. Commercial Banks continued their support to your Company during the Financial Year.

As of March 31, 2025, borrowings from banks stood at Rs 4,73,400.92 million as against Rs 3,67,045.24 million in the previous year.

Your Company has issued 7.125% Senior Secured Notes amounting to USD 650 million (equivalent to Rs 54,288.00 million) on May 14, 2024, Tap issuance of 7.125% Senior Secured Notes amounting to USD 100 million (equivalent to Rs 8,359.80 million) on July 16, 2024 at a yield of 6.737%, issued 6.375% Senior Secured Notes amounting to USD 400 million (equivalent to Rs 33,629 million) on October 23, 2024 and Tap issuance of 6.375% Senior Secured Notes amounting to USD 250 million (equivalent to Rs 21,484.38 million) on March 26, 2025 at a yield of 6.65% under a USD 2 billion Global Medium Term Note Programme pursuant to Regulation 144A/ Regulation S of the US Securities Act 1933. These Notes are listed on the NSE IFSC Limited, Gift City, Gujarat, India.

7. Credit Rating

The Company has debt credit ratings as below:

*Moody's Investors Service has upgraded the rating from ‘Ba2' to ‘Ba1' with a stable outlook on April 02, 2025.

8. Internal Audit and Internal Financial Control

Your Company has established a robust, comprehensive, and well-documented internal audit and internal control system designed to ensure meticulous compliance across all operational levels. Over the years, the internal audit function has evolved into a vital pillar of governance, aligned with the scale, complexity, and geographic reach of the Company's business operations. The internal control framework is structured to safeguard and protect the Company's assets, prevent revenue leakages, and ensure the integrity of income streams. It also facilitates accurate and reliable financial reporting, thereby enhancing stakeholder confidence. The Internal Audit function operates as an independent and objective assurance and consulting activity, with adequate authority and organizational standing. It works in close coordination with the Risk Management and Compliance Departments to:

• Assess the effectiveness and adequacy of internal controls.

• Monitor adherence to established policies and procedures.

• Ensure statutory and regulatory compliance; and

• Evaluate overall governance, risk, and control environment.

Your Company employs a structured Risk-Based Internal Audit (RBIA) framework, aligning with regulatory expectations and best practices. This framework prioritizes high-risk areas, assessing inherent and residual risks in business processes, branch operations, and support functions. RBIA facilitates dynamic audit planning, optimizes resource deployment to high-risk areas, identifies emerging risks, and recommends timely corrective actions, supporting the Company's risk management strategy.

A team of nearly 1100 field auditors ensures the quality and safety of pledged assets, evaluates risk management, and mitigates operational vulnerabilities. Due to the extensive branch network, the internal audit is decentralized with Regional Audit Offices in key hubs for localized oversight, supervising field auditors and monitoring operations via onsite inspections and digital online systems. The reporting hierarchy flows from Auditors to Regional Audit Managers, then to Zonal Audit Managers, and finally to the Audit Department. The Internal Audit Department reports directly to the Audit Committee on significant observations, risk areas, and control weaknesses. The Audit Committee of the Board provides strategic oversight, regularly reviewing internal control adequacy and effectiveness, and monitoring key audit recommendation implementation. The Company's internal audit practices adhere to international standards, founded on transparency, independence, and accountability, forming a crucial part of its corporate governance.

Recognizingtheincreasingrelianceondigitalinfrastructure, your Company has initiated a structured Information Systems (IS) Audit program to comprehensively assess the IT ecosystem, including core financial systems, digital platforms, cybersecurity measures, data governance, and IT controls. The IS Audit is conducted both by the Company's internal IS Audit team and independent external auditors, ensuring a balanced and expert-driven evaluation. The objective is to evaluate IT risk management practices, system integrity, access controls, data protection protocols, and business continuity measures. This initiative reflects the Company's commitment to strengthening technology-driven operations while ensuring compliance with regulatory expectations, including guidelines issued by the Reserve Bank of India on IT governance and cybersecurity.

9. Human Resources

As at March 31, 2025, the company had 29,221 employees on its rolls at various levels of organizational structure compared to 28,286 in March 31, 2024. For the fourth consecutive year, your Company has been recognized as a "Great Place To Work," reaffirming its commitment to fostering an outstanding work environment for its employees. This achievement builds upon previous successes from 2021-22, 2022-23, and 2023-24. The Company also received awards in the Career Development, Skill Development, and Mentorship categories, underscoring its dedication to empowering women in the workforce.

Our employees serve as indispensable enablers of the Muthoot Group's sustained success and inherent resilience. The Company unequivocally recognizes its workforce as its most invaluable asset, consequently prioritizing strategic initiatives designed to cultivate a conducive work environment where every individual can flourish and contribute substantially towards the Company's overarching objectives. Paramount importance is accorded to uphold core human values, demonstrating profound respect for individuals, and fostering exemplary ethical and professional conduct across all operations. The Company's human capital strategy continues to drive organizational success through focused initiatives in recruitment, talent management, and fostering an exceptional workplace culture.

To bolster staffing, your Company consistently executed Mega/Walk-in Drives across diverse regions. This strategy successfully elevated staffing adequacy to 101%. Simultaneously, aggressive campus and walk-in drives were conducted to cultivate a strong pipeline of candidates for internship roles. As of the current reporting period, over 1,800 interns have been onboarded, with more than 1,200 actively engaged within the system. Notably, over 250 interns have successfully transitioned into permanent roles as Junior Relationship Executives or Customer Care Executives. Furthermore, your Company introduced a new system to streamline and automate the recruitment, onboarding, Internal Job Posting, and Referral processes. This system systematically organizes candidate information, enhancing operational efficiency, improving the overall candidate experience, ensuring regulatory compliance, facilitating data-informed decision-making, and reducing both time-to-hire and cost-per-hire.

Muthoot Finance's strategic marketing efforts have always significantly boosted its brand goodwill and equity, evidenced by independent recognition. For a long time, we have made a conscious effort to foster greater social inclusion by supporting and enabling underserved communities. Our continuous marketing and branding initiatives not only communicate our services but also leverage our strengths to build brand equity, enhance brand imagery, and achieve greater brand recall. To unlock the economic potential of household gold in India, Muthoot Finance partnered with Google Pay. This collaboration allows Google Pay users, both consumers and merchants, nationwide access to Muthoot Finance Gold Loans through the Google Pay app, offering affordable interest rates, unparalleled flexibility, and a world-class safety and security system.

In Financial Year 2024-25, Muthoot Finance received multiple accolades: the FICCI Award for Excellence in Women Empowerment 2024 for its commitment to women's development; six medals at Exchange4Media's Golden Mikes Awards 2025 for its ‘Sunheri Soch – Season 3' campaign, including ‘Best Use of Influencer or Celebrity'; and two awards at Exchange4Media's Prime Time Awards 2024 for its ‘Bharosa India Ka' TV campaign, including ‘Best Use of Influencers/Celebrities on TV', plus a Bronze at Exchange4media's Indian Marketing Awards 2024. The campaign also won Gold for ‘Most Effective 360-Degree Marketing Campaign' and ‘Most Effective ROI Driven Campaign'.

Your Company's Capital Adequacy Ratio as of March 31, 2025, stood at 23.71% of the aggregate risk-weighted assets on the balance sheet and risk-adjusted value of the off-balance sheet items, which is well above the regulatory minimum of 15%. Out of the above, the Tier I capital adequacy ratio stood at 22.95 % and the Tier II capital adequacy ratio stood at 0.76%.

Your Company being a Non-Deposit Taking NBFC, has not accepted any deposits from the public during the year under review.

The Company comply with the Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 and all the applicable laws, regulations, guidelines, etc. prescribed by RBI from time to time. The Company was identified as NBFC-Upper Layer under the Scale Based Regulation. In compliance with the requirement of Scale Based Regulatory Frameworks the Company has defined and appointed various control functions such as Chief Risk Officer, Chief Compliance Officer, Head of Internal Audit, Chief Information Security Officer, Chief Information Officer and Internal Ombudsman.

Your Company has complied with all the applicable regulations prescribed by the Reserve Bank of India from time to time. Please refer note 51, 52, 53 and 54 of Notes forming part of Standalone Financial Statements for additional disclosures required under RBI Guidelines applicable to the Company.

Your Company's subsidiaries have been contributing to the overall growth of your Company during the year. With a strong focus on Muthoot Finance vision to emerge as a diversified services group, Financial Year 2024-25 was a year of transformation for us. The consolidated assets under management increased by 37% y-o-y and the standalone assets under management increased by 43%.

The consolidated profit after tax for the Financial Year 2024-25 stood at Rs 53,523.61 million registering a y-o-y growth of 20%. The contribution of subsidiaries in the consolidated profit after tax stood at 4%.

As on March 31, 2025, your Company had seven subsidiaries namely Asia Asset Finance PLC, Muthoot Homefin (India) Limited, Muthoot Insurance Brokers Private Limited, Belstar Microfinance Limited, Muthoot Money Limited, Muthoot Asset Management Private Limited, and Muthoot Trustee Private Limited. As required under Section 136 of the Act, the audited financial statements, including the consolidated financial statements of your Company, are available on the website of the Company. The audited financial statements of each of its subsidiaries are also available on the website of the Company at https://www.muthootfinance.com/ subsidiaries. The above documents will also be available for inspection at the Registered Office of the Company during business hours.

During the year under review, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129 (3) of the Act, we have prepared the consolidated financial statements of the Company which forms part of the Annual Report. The statement containing the salient features of the financial statement of your Company's Subsidiaries in Form AOC-1 is annexed to Standalone Financial Statements of the Company as required under Rule 5 of The Companies (Accounts) Rules, 2014.

There are no other Companies or body corporates that have become or ceased to be Subsidiaries/ Associates/ Joint Ventures of the Company during the Financial Year 2024-25.

The Board of Directors of your Company has formulated a policy on material subsidiary, which is displayed on the website of the Company at https://cdn. muthootfinance.com/sites/default/files/files/2020-

0 8 /147256156 8 p olic y%20 on%20 material%20 subsidiary.pdf.

As at March 31, 2025, Belstar Microfinance Limited is identified as material subsidiary of the Company in terms of SEBI Listing Regulations. Necessary disclosures required under the SEBI Listing Regulations have been incorporated in this Annual Report.

Asia Asset Finance PLC, (AAF), a Company listed in Colombo Stock Exchange, is a subsidiary of your Company from December 31, 2014. AAF, where your Company holds 72.92% of equity capital, is a registered Financial Company with Central Bank of Sri Lanka and is mainly engaged in Lending against the collateral of gold jewellery, Microfinance, Vehicle Finance and Hire Purchase Activities. AAF has operations across Sri Lanka with 100 branches as on March 31, 2025. AAF has made considerable progress in its business. Its major financial parameters for Financial Year 2024-25 are as follows:

* LKR/INR as on 31.03.2025 – 0.2891; ** Average Exchange Rate of Financial Year 2024-25 - 0.2839

AAF loan portfolio stood at LKR 31,334.29 million as on March 31, 2025 as against LKR 20,564.31 million as on March 31, 2024. Total Income for FY 2024-25 stood at LKR 6,949.17 million as against previous year total income of LKR 6,603.55 million. It generated a Profit After Tax of LKR 441.14 million during FY 2024-25 as against previous year profit after tax of LKR 344.19 million.

Muthoot Homefin (India) Limited (MHIL), a registered Housing Finance Company licensed by National Housing Bank is a Wholly-Owned Subsidiary of your Company. Its major financial parameters for Financial Year 2024-25 are as follows:

MHIL's loan AUM stood at Rs 29,846.27 million as on March 31, 2025 as against Rs 20,353.15 million, a y-o-y growth of 47%. Total income for Financial Year 2024-25 stood at Rs 3,534.70 million as against previous year total income of Rs 2,187.71 million. It achieved a Profit After Tax of Rs 394.79 million in Financial Year 2024-25 as against previous year profit of Rs 184.93 million.

Muthoot Insurance Brokers Private Limited (MIBPL), is an unlisted Private Limited Company holding a license to act as Direct Broker from Insurance Regulatory and Development Authority of India (IRDA) since 2013. MIBPL is a Wholly- Owned Subsidiary Company of your Company. Its major financial parameters for Financial Year 2024-25 are as follows:

MIBPL generated a First-year premium collection amounting to Rs 4,142.17 million during Financial Year 2024-25 as against Rs 5,099.03 million in the previous year. It generated a Profit After Tax of Rs 363.55 million during Financial Year 2024-25 as against Rs 417.82 million in the previous year.

Belstar Microfinance Limited (BML) is a micro finance company. As at March 31, 2025, Belstar Microfinance Limited is a Material Subsidiary of your Company. At end of the Financial Year 2024-25, your Company holds 66.13% of the equity capital of BML. Its major financial parameters for Financial Year 2024-25 are as follows:

Its loan AUM as on March 31, 2025 stood at Rs 79,698.52 million. It achieved a Profit After Tax of Rs 463.87 million during Financial Year 2024-25 as against previous year Profit After Tax of Rs 3,398.54 million.

Muthoot Money Limited (MML), a registered Non-Banking Finance Company licensed by Reserve Bank of India is a Wholly- Owned Subsidiary of your Company. Its major financial parameters for the Financial Year 2024-25 are as follows:

MML's loan portfolio increased to Rs 39,026.83 million as on March 31, 2025 as against Rs 11,227.12 million as on March 31, 2024, registering a significant y-o-y growth of 247%. Total income for Financial Year 2024-25 stood at Rs 4,299.43 million as against previous year total income of Rs 1,261.37 million. It achieved a Profit After Tax of Rs 121.47 million in the Financial Year 2024-25 as against previous year's Profit After Tax of Rs 46.35 million.

Your Company has incorporated a Wholly- Owned Subsidiary Muthoot Asset Management Private Limited ("MAMPL") which is yet to commence commercial operations. Its major financial parameters for Financial Year 2024-25 are as follows:

Your Company has incorporated a Wholly-Owned Subsidiary Muthoot Trustee Private Limited ("MTPL") which is yet to commence commercial operations. Its major financial parameters for Financial Year 2024-25 are as follows:

Pursuant to Section 186(11) (a) of the Act read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the loan made, guarantee given or security provided in the ordinary course of business by an NBFC registered with the RBI are exempt from the applicability of the provisions of Section 186 of the Act. As such, the particulars of loans and guarantees have not been disclosed in this Report. During the year under review, the Company has invested surplus funds in various securities in the ordinary course of business. For details of the investments of the Company, refer to Note 9 of the financial statements.

Pursuant to Section 134(3)(a) of the Act, the Annual Return of the Company prepared as per Section 92(3) of the Act for the financial year ended March 31, 2025, is hosted on the website of the Company and can be accessed at https://cdn.muthootfinance.com/sites/default/files/ files/2025-07/AnualReturn2024.pdf.

The audited consolidated financial statements of the Company prepared in accordance with the Ind AS to comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Act, is provided in the Annual Report. The audited financial statements of subsidiary companies are available on the website of the Company at https://www.muthootfinance. com/subsidiaries.

Risk management forms an integral element of our business strategy. As a lending institution, we are exposed to various risks that are related to our lending business, especially in the Gold Loan space and operating environment. Our objective in risk management processes is to appreciate, measure and monitor the various risks we are subjected to and to follow the policies and procedures to address these risk elements strictly in accordance with the directions from the RBI. The Company's Risk Management Committee of the Board of Directors constituted in accordance with the Companies Act, applicable RBI regulations, and the SEBI Listing Regulations has overall responsibility for overseeing the implementation of the Risk Management Policy. The committee meets every quarter to review the overall risk position and the Risk Management practices. The Risk Management department periodically places its report containing major developments in various components of risk areas during the reporting quarter and the prevailing risk management measures to the committee for review and directions. The committee's directions for improving the Risk Management Practices are implemented in the Company, in letter and spirit. The primary responsibility for managing the various risks on a day-to-day basis vest with the heads of the respective business units of the Company. The major types of risk faced are collateral risk, operational risk, liquidity risk, market risk (which includes interest rate risk), Foreign currency risk, Prepayment risk and Business cycle risk.

We have instituted a series of checks and balances aimed at efficient risk management, including an operating manual and periodic internal and external audit reviews. As customers approach for gold loans to meet their urgent financial needs, such loans are to be disbursed in the quickest turnaround time, hence, although we disburse loans in very short period of time through implementation of Turnaround Metrics, we have put in place clearly defined appraisal methods and meticulous KYC compliance procedures to mitigate various operational risks arising out of achieving the quickest turn around time.

An independent Risk Governance Structure, in line with the best international practices has been put in place by our Company, clearly segregating them for separating the duties of various stakeholders in the processes to ensure independence of Risk Measurement, Monitoring and Control functions. The framework visualizes empowerment of various Business Units at the operating level, with technology as the key driver that enables identification and management of risks at the place of origination itself.

Your Company remains committed to ensuring a safe and respectful workplace environment, and continues to take necessary steps to strengthen awareness, training, and redressal mechanisms under the POSH framework. The Company has an Internal Committee, in line with the requirements of the POSH Act and the Rules made thereunder for reporting and conducting inquiry into the complaints made by the victim of the sexual harassments at the workplace. The functioning of the said Committee is in line with the provisions of the POSH Act.

As of March 31, 2025, there were 9 instances of sexual harassment complaints lodged throughout the year. All the cases were duly investigated and as of March 31,2025, 7 cases had been resolved, and 2 cases pending for resolution with investigations ongoing.

Your Company demonstrates its commitment to the well-being of its women employees by complying with the provisions of the Maternity Benefit Act, 1961, and offering additional benefits as part of its employee welfare initiatives. This adherence reflects the company's core values, including sensitivity and integrity towards its workforce. The Company confirms adherence to applicable provisions of the Maternity Benefit Act, 1961, which include protection from dismissal or discharge during absence due to pregnancy or maternity. The Company recognises employees as key stakeholders, as outlined in its "Grievance Redressal Policy for Stakeholders." The policy ensures that any employee-related grievances, including those concerning maternity benefits, are handled through an established redressal mechanism and emphasizes a fair, consistent, and rule-abiding process for grievance resolution, with an escalation matrix available to ensure timely and effective handling of all complaints.

The Company's paramount philanthropic objective is to cultivate a discernible and substantial influence upon the lives of communities confronting economic, physical, and social challenges. For the Financial Year 2024-25, the Company's Corporate Social Responsibility (CSR) initiatives are strategically channeled into pivotal domains, encompassing Healthcare, Education, Livelihood enhancement, Rural & Slum Area Development, Skill Development, Environmental Stewardship, National Heritage Preservation, the Empowerment of Women and Senior Citizens, Animal Welfare, and Sports, among other areas. These undertakings are primarily implemented via the Company's expansive branch network and dedicated personnel throughout all States and Union Territories.

The Company's CSR policy unequivocally adheres to the activities stipulated in Schedule VII of the Companies Act. Detailed information pertaining to this CSR policy is publicly accessible on the Company's official website at https://www.muthootfinance.com/sites/default/files/pdf/ CSRRsPolicyRsMayRs2021.pdf.

Furthermore, the Annual Report on CSR activities, prepared in strict compliance with the Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014, is appended to this report as Annexure 2. The annexure furnishes comprehensive particulars concerning all ongoing CSR projects, programs, and activities.

Detailed information regarding the Corporate Social Responsibility and Business Responsibility Committee are also separately provided in the Annual Report on CSR activities, annexed to the Board's Report as Annexure 2.

SEBI has mandated that the top 1,000 listed entities in India, classified by market capitalization, shall meticulously prepare and formally present a Business Responsibility and Sustainability Report (BRSR). Furthermore, a more stringent requirement is imposed upon the top 150 listed entities, also determined by market capitalization, to undertake an independent assurance of the BRSR Core. The BRSR Core constitutes a distinct subset of the comprehensive BRSR, comprising a defined set of Key Performance Indicators (KPIs) and metrics categorized under nine critical Environment, Social, and Governance attributes. Both the BRSR and the accompanying Assurance Statement, issued by an independent practicing chartered accountant, form an integral component of this Integrated Annual Report and are formally annexed hereto as Annexure 3.

The Board of Directors has duly approved the Policy on Transactions with Related Parties ("RPT Policy"), acting upon the judicious recommendation of the Audit Committee. The policy has been meticulously formulated by the Company in strict adherence to the mandates of the Companies Act, applicable RBI regulations, and the SEBI Listing Regulations. The core objective of the RPT Policy is to establish robust reporting, approval, and disclosure frameworks for all transactions conducted between the Company and its related parties. Specifically, the policy delineates procedures for the identification of Related Party Transactions, specifies the requisite approvals from the Audit Committee, the Board, or Shareholders, and outlines the pertinent reporting and disclosure obligations, thereby ensuring full compliance with the aforementioned Act and SEBI Listing Regulations. Policy is available on the website of the Company at https://cdn.muthootfinance. com/sites/default/files/files/2025-05/Muthoot%20 Finance%20RPT%20Policy%20%20%281%29%20 -%20Copy.pdf.

All Related Party Transactions were placed before the Audit Committee for approval of the Committee and the Board, wherever necessary. Prior omnibus approval of the Audit Committee was obtained for transactions which are foreseen and repetitive in nature. The transactions entered pursuant to the omnibus approval so granted were periodically reviewed and a statement giving details of all related party transactions was placed before the Audit Committee for review and the Board of Directors for their approval, if applicable, on a quarterly basis. There were no materially significant related party transactions undertaken by the Company with Promoters, Directors, Key Managerial Personnel, or body corporate(s) that presented a potential conflict with the broader interests of the Company, thereby not necessitating shareholder approval as prescribed under Chapter IV of the SEBI Listing Regulations. From AOC 2, which details such matters, is appended to this report as Annexure 4. The Directors draw the attention of the Members to Note 39 to the Financial Statements, which comprehensively sets forth the related party disclosures.

Your Company has constituted an Audit Committee in accordance with the requirements of the Companies Act, 2013, RBI directions, and SEBI Listing Regulations. Details of the Audit committee, terms of reference and meetings appear on the Report on Corporate Governance annexed to this report. All recommendations of the Audit Committee were accepted by your Board during the Financial Year 2024-25.

The Company endeavors to cultivate an environment characterized by ethical conduct and an absence of unfair practices, establishing the highest standards of integrity for its personnel. The Company maintains a robust Whistle Blower Policy, which undergoes regular periodic review. The Policy furnishes a comprehensive mechanism enabling employees, including directors, and other stakeholders, to report concerns pertaining to breaches of law, statute, or regulation, deviations in accounting policies and procedures, actions leading to financial detriment or reputational damage, the leakage of unpublished price-sensitive information (UPSI), misuse of official position, suspected or actual fraud, and criminal offenses. Crucially, the Policy assures protection against subsequent victimization, discrimination, or disadvantage for those making such reports. Its fundamental aim is to ensure that all concerns are appropriately raised, subjected to independent investigation, and duly addressed. This Policy rigorously complies with the requirements for a vigil mechanism as stipulated under Section 177 of the Companies Act, 2013 ("the Act"), along with other applicable laws, rules, and regulations.

During the Financial year 2024-25, no employee of the Company was denied access to the Audit Committee. The established mechanism is specifically designed to safeguard whistleblowers against victimization, adverse action, and/or discrimination resulting from their reports, and it provides direct access to the Chairman of the Audit Committee in exceptional circumstances. Furthermore, the Policy has been systematically communicated to employees through email dispatches and internal newsletters, and it is permanently hosted on the Company's website for ready reference at https://www.muthootfinance.com/ vigil-mechanism.

Equity Shares of your Company are listed on the National Stock Exchange of India Ltd and BSE Limited. Non- Convertible Debentures issued by the Company through public issues are listed on BSE Ltd and certain Non- Convertible Debentures issued by the Company through Private Placements are listed on the National Stock Exchange of India Ltd and BSE Ltd. Your Company has paid applicable listing fees to Stock Exchanges.

Mr. Abraham Chacko was re-appointed as Independent Director for the second consecutive term effective from September 30, 2024 pursuant to the resolution passed by the shareholders of the Company at the 27^th Annual General Meeting.

Mr. Chamacheril Abraham Mohan was appointed as an Independent Director on the Board on August 31, 2022, for a period of 3 years and the first term of office of Mr. Chamacheril Abraham Mohan as an Independent Director on the Board is expiring at the upcoming Annual General Meeting. Being eligible to be re-appointed, the Board of Directors of the Company and on the recommendation of the Nomination and Remuneration Committee, has thought it fit to recommend the reappointment Mr. Chamacheril Abraham Mohan as an Independent Director for the second consecutive term of 5 years. Hence, the Board, upon evaluating the eligibility criteria under Reserve Bank of India guidelines, Companies Act, 2013 and SEBI Listing Regulations, recommends the appointment of Mr. Chamacheril Abraham Mohan as an Independent Director for a second consecutive term of 5 years. Mr. Chamacheril Abraham Mohan is a senior finance professional and Chartered Accountant, He was the Vice Chairman and Managing director of J Thomas & Co. Pvt. Ltd, the largest and oldest tea auctioneers in the world. Detailed profile of Mr. Chamacheril Abraham Mohan is provided in the Notice of AGM.

Mr. Alexander George was appointed as Whole Time Director for a period of 5 years with effect from September 30, 2020 and his present term is expiring on September 30, 2025. Mr. Alexander George's vast experience, skill set and leadership qualities will lead the Company into much higher growth trajectory in forthcoming years, and the management thought it is desirable to continue to avail his services as Whole Time Director. Hence, the Board, upon evaluating the eligibility criteria under Reserve Bank of India guidelines, Companies Act, 2013 and SEBI Listing Regulations, on the recommendation of the Nomination and Remuneration Committee, has thought it fit to recommend the re-appointment of Mr. Alexander George as the Whole time Director for a term of 5 years in the upcoming AGM.

Mr. George Thomas Muthoot and Mr. Alexander George, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves reappointment.

Your Board and the Nomination and Remuneration Committee has evaluated the eligibility criteria under RBI guidelines, the Act and Listing Regulations, of all directors seeking re-appointment at the ensuing Annual General Meeting and has recommended the appointment/reappointments. Your Board believes that the proposal for re-appointment of Directors will have the support of shareholders. Necessary disclosures as required under the SEBI Listing Regulations and the Act are provided in the notice calling the Annual General Meeting.

The brief profiles of Directors seeking re-appointment are also available on the website of the Company at https:// www.muthootfinance.com/our-directors.

All the Directors of the Company have confirmed that they satisfy the ‘Fit and Proper' Criteria as prescribed under Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023, as amended, and that they are not disqualified from being appointed/continuing as Directors in terms of Section 164(2) of the Act.

During the year under review, there were no changes in the Key Managerial Personnel appointed pursuant to Section 203 of the Companies Act, 2013. Details of Senior Management Personnel of the Company are provided in the report on Corporate Governance attached to the Board's Report. During the year under review, there were no changes in the Senior Management Personnel in the Company.

During the year under review there were no cessations in the Board of Directors of the Company.

During the Financial Year 2024-25, your Board of Directors met eight times on May 23, 2024, May 30, 2024, June 13, 2024, July 30, 2024, August 13, 2024, September 03, 2024, November 14, 2024, and February 12, 2025.

The Independent Directors have submitted necessary disclosures that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16 (1) (b) of the SEBI Listing Regulations. A statement by the Managing Director confirming receipt of this declaration from Independent Directors is annexed to this report as Annexure 5. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied with the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company other than the sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board or Committees of the Company.

Your Company has also received undertaking and declaration from each director on fit and proper criteria in terms of the provisions of Master Direction (Non-Banking Company – Scale Based Regulation) Directions, 2023.

The Board of Directors of your Company, on the recommendation of the Nomination and Remuneration Committee, has formulated a policy for selection, appointment and remuneration of the directors, senior management personnel as required under Section 178(3) of the Act. The policy is available on the Company's website at https://cdn.muthootfinance.com/sites/default/ files/files/2020-08/1452753862Nomination%20and%20 Remuneration%20Policy.pdf.

Terms of reference of the Nomination and Remuneration Committee and other relevant details of Nomination and Remuneration Committee are provided in the Corporate Governance Report circulated along with this report.

In compliance with the regulatory requirements, the Board carried out an annual evaluation of its own performance, its committees, and of the individual Directors based on criteria and framework adopted by the Board and in accordance with regulations. The details of training, appointment, resignation, and retirement of Directors, if any, are dealt with in the report of Corporate Governance. Brief details of the profile of each director appear in the Annual Report of the Company.

The Company believes that for the Board to exercise free and fair judgment in all matters related to the functioning of the Company as well as the Board, it is important for the Independent Directors to meet without the presence of the Non-independent Directors and Executive Management.

Further, Schedule IV of the Act, Rules made thereunder and Listing Regulations, prescribes that at least one meeting of Independent Directors of the Company shall be conducted without the presence of Non-independent Directors and Management. It also provides that the Independent Directors shall review the performance of the Board/Chairperson/Non-executive Directors/Whole-time Directors which is required to be done at a separate Meeting of Independent Directors.

During the year, a meeting of Independent Directors was held on February 12, 2025 as required under the Act and in compliance with the requirements under Schedule IV of the Act and SEBI Listing Regulations and discussed and deliberated matters specified therein.

None of the Whole Time Directors or Managing Director has received any remuneration or commission from any of the subsidiaries of the Company during the Financial Year 2024-25.

Your Company has complied with the Corporate Governance norms as stipulated in Chapter IV of SEBI Listing Regulations read with RBI Circular: DOR. ACC.

REC. No.20/21.04.018/2022-23 dated April 19, 2022. As per Regulation 34 of SEBI Listing Regulations and aforementioned RBI circular, the detailed report on Corporate Governance is attached to this Report as

Annexure 6.

In compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, separate Section of this Annual Report includes details on the Management Discussion and Analysis detailing the industry developments, segment wise/ product wise performance and other matters as

Sustainability serves as a fundamental tenet of your Company's overarching mission, underscoring the profound dedication to fostering a beneficial influence on both ecological systems and societal well-being. The Company proactively evaluates evolving risks and opportunities, subsequently embedding these analyses directly into our holistic ESG-centric strategies. Our foundational principles are inextricably interwoven with sustainable methodologies, demonstrably rooted in our established ESG benchmarks.

ESG governance at your Company plays a vital role in promoting responsible and sustainable business practices. The Board of Directors and senior management oversee the integration of ESG principles into the company's strategy, risk management, and operations. This includes setting ESG-related goals, ensuring compliance with applicable regulations, monitoring environmental impact, fostering financial inclusion, maintaining ethical standards, and promoting transparency through robust disclosures.

The Board has instituted an Environmental, Social and Governance Committee ("ESG Committee) to discharge its oversight responsibility on matters related to organization-wide ESG initiatives, priorities, and leading ESG practices. Details of the constitution of the ESG Committee and its terms of reference are provided in the Report on Corporate Governance.

The information pursuant to Section 134(3) (m) of the Act read with the Companies (Accounts) Rules, 2014 is as follows:

The need for adoption of clean technology, improving end-use efficiency and diversifying energy bases, etc. have all been seriously considered by the Government of India and the country is poised for a considerable increase in the use of renewable energy sources in its transition to a sustainable energy base.

Your Company being a Non-Banking Finance Company, has no activities involving conservation of energy. However, being a responsible corporate citizen, your Company has invested in power generation by tapping non-conventional energy resources. Power generation by harnessing wind energy is the most pollution-free renewable and environment friendly energy resource in our country. In this context the group has installed 3 No's of 1.25 MW capacity Suzlon Make Wind Electric Generators at the Devarkulam site in Tirunelveli District, Tamil Nadu. About 8 million units are being generated from the WEG'S annually and this is being pumped into the Southern Grid. Identifying the vast potential of alternative energy sources, The Muthoot Group is planning to invest more in this sector in the near future and to fulfill our responsibility to our nation.

The Company has consistently led the adoption of cutting-edge information technology and sophisticated tools throughout its operational history. This comprehensive deployment of technological capabilities has driven significant digital transformation, revitalizing back-end infrastructures and enhancing customer-facing experiences. The seamless integration of the Company's extensive branch network with its advanced digital banking platforms has been crucial to maintaining its leading market position, enabling the continuous introduction of highly customer-centric, intuitive, and seamless products and services that greatly improve customer convenience.

Information technology is a fundamental strategic asset in our business operations, leveraged to boost overall productivity and efficiency. Our established information systems confidently enable us to proficiently manage nationwide operations, effectively engage target customers through strategic marketing, and vigilantly monitor and control associated risks. A key milestone in this journey was the development and comprehensive implementation of a powerful, user-friendly core banking solution across all our branches throughout India in March 2013, further underscoring our commitment to technological integration. The widespread application of information technology across our operational framework has demonstrably improved customer service delivery, optimized operational efficiencies, and strengthened management information systems.

In this fast-changing digital era, your Company is constantly innovating itself using transformative technologies to provide the right solutions for our diverse clientele, to provide great customer experience and to improve efficiency of staff. The Company continued its focus on various digital transformation initiatives during the year providing great customer experience, improved business efficiencies, ease of operations, and effective risk management.

Shift from monolithic systems to microservices with a unified API platform to enable scalable, fast, and secure integrations. Adoption of a robust API-based security layer, backed by Multi-Factor Authentication and Single Sign-On—providing frictionless but secure user experience. Phased migration that allows coexistence of legacy and modern systems to ensure business continuity. Agile development process with embedded security and cloud-first practices for better responsiveness. A real-time proactive monitoring solution in place with increased observability that significantly reduced incident response times, maximized uptime, and enhanced the overall reliability of our services — a key priority for both internal stakeholders and external partners. Artificial Intelligence and Machine Learning capabilities used to detect anomalies, forecast fraud, enable personalized services, and improve decision-making.

The Company has significantly advanced its digital transformation journey through the introduction of several innovative platforms and features. These strategic deployments include emConnectSpace, which centralizes APIintegrationsforenhancedefficiency;eNACHIntegration, streamlining loan disbursements and improving repayment reliability; and a comprehensive facelift and transaction optimization for the iMuthoot mobile application, leading to a more intuitive user experience and increased digital transactions. Furthermore, advancements like Loan@Home empowerment for agents, a DIY Insta Personal Loan journey, and Voice BOT integration enable seamless, self-service, and remote customer engagements. Complementing these are critical operational and compliance enhancements such as KFS implementation for transparency, VPA Enablement for digital payouts, real-time AML integrations, and a robust Audit Scoring system, collectively bolstering efficiency, convenience, and regulatory adherence.

Our existing customer engagement platform has been migrated to the cloud, leading to significant improvements in operational efficiency, scalability, and agility. Cloud infrastructure enables us to manage higher volumes of customer interactions with enhanced responsiveness and uptime, guaranteeing a seamless user experience. The cloud environment also provides increased flexibility, allowing for rapid deployment of new features, on-demand resource scaling, and reduced reliance on physical infrastructure.

To streamline analytics and automate repetitive tasks across teams, we transitioned to cloud services as our central data warehouse. This move eliminated siloed data and basic spreadsheet-based reporting, enabling automated, complex reporting and model building. Furthermore, we developed rule-based systems for business campaigns focused on next best action/product strategies. We also implemented predictive models for loan collection, customer propensity to buy, cross-sell underwriting, and home loan foreclosure, thereby fostering data-informed decision-making throughout the organization.

Particulars Rs in Million

Total Foreign Exchange earned Nil Total Foreign Exchange expended 3,713.42

The Members of your Company at the 27^th Annual General Meeting appointed M/s Krishnamoorthy & Krishnamoorthy and M/s PSDY & Associates as the joint statutory Auditors of the Company to hold such office for a period of three years i.e., up to the conclusion of the 30^th Annual General Meeting to be held in the year 2027.

The Audit Report for Financial Year 2024-25 does not contain any observations, qualification, reservation or adverse remarks.

Pursuant to Section 204 of the Act, the Board of Directors appointed M/s KSR & Co., Company Secretaries LLP, Practicing Company Secretaries, as the Secretarial Auditors of your Company for the Financial Year 2024-25. The Secretarial Audit report of the Company issued by the Secretarial Auditors is annexed to this report as Annexure 8.

Your Board recommends the appointment of M/s KSR & Co., Company Secretaries LLP, Practicing Company Secretaries as the Secretarial Auditors of the Company for a period of 5 years and necessary resolutions to this effect has been incorporated in the notice calling the Annual General Meeting of the Company.

The Secretarial Audit Report of Belstar Microfinance Limited, material subsidiary of the Company, is annexed to this report as Annexure 9.

The Company has undertaken an audit for the Financial Year 2024-25 for all applicable compliances as per SEBI Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report was submitted to the stock exchanges within 60 days from the end of the financial year and the same is available on the Company's website at https://cdn.muthootfinance.com/sites/default/ files/files/2025-07/Secretarial+Compliance+ReportRs Final+SD.pdf.

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

The Auditors' certificate confirming compliance with the conditions of corporate governance as stipulated under the SEBI Listing Regulations for Financial Year 2024-25 is provided along with the Report on Corporate Governance.

The secretarial auditors' certificate on the implementation of share-based schemes in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be made available at the AGM for inspection electronically.

Certificate on Non-Disqualification of Directors issued by M/s Sunil Sankar & Associates, Practicing Company Secretaries, is enclosed along with the Report on Corporate Governance.

There are no qualifications, reservation or adverse remarks or disclaimer in the audit reports issued under Section 139 and Section 204 of the Act for Financial Year 2024-25.

As per the requirements of the Master Direction of the Information Technology Framework for the NBFC Sector, an Information Systems Audit was carried out for the Financial Year 2024-25 by Qadit Systems and Solutions Private Limited.

The Disclosure required under the provisions of Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure 10. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules forms part of the Director's Report. Further, the Director's Report and the Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary.

There are no significant and material orders passed by the regulators or courts or tribunals, which would impact the going concern status of your Company and its future operations.

No material changes and commitments affecting the financial position of your Company occurred between the end of the financial year to which Financial Statements relate and the date of this report.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that -

i. in the preparation of the annual accounts, the applicable Indian Accounting Standards had been followed. There were no material departures from applicable Indian Accounting Standards;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Disclosure pursuant to Part A of Schedule V read with Regulation 34(3) and 53(f) of SEBI Listing Regulations is attached as Annexure 11 of this report.

During the year under review, the Company has been in compliance with the applicable Secretarial Standards i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India, with respect to Meetings of Board and its Committees and General Meetings respectively. The Company has devised the necessary systems to ensure compliance with the applicable provisions of Secretarial Standards.

b) The Company, in the capacity of Financial Creditor, has not filed any application with National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016 during the Financial Year 2024-25 for recovery of outstanding loans against any customer being Corporate Debtor.

c) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not Applicable.

d) During the year under review, there were no instances of any material frauds reported by the Statutory Auditors under section 143(12) of the Act.

Your Directors thank the Company's stakeholders including investors, customers, banks, financial institutions, rating agencies, debenture holders, debenture trustees and well-wishers for their continued support during the year. Your Directors place on record their appreciation of the contribution made by the employees of your Company and its subsidiaries at all levels. Your Company's consistent growth was made possible by their hard work, solidarity, cooperation and support. The Board sincerely expresses its gratitude to Reserve Bank of India, Securities and Exchange Board of India, Ministry of Corporate Affairs, and Stock Exchanges including various officials there at for the guidance and support received from them from time to time.

This Report(s) contains certain forward-looking statements within the provisions of the agreements listing and hence reasonable caution is to be exercised by stakeholders while relying on these statements.