Your Directors take pleasure in presenting the 31st Annual Report on your Company's Business and
Operations together with Audited Financial Statements of the Company for the Financial Year ended March
31, 2025.

1. PERFORMANCE HIGHLIGHTS

A snapshot on key performance highlights of your Company showcasing the progress across Business
and Operational parameters and Financial performance is detailed below. The consistent growth in
income and operational resilience highlight the Company's strengthened fundamentals and continued
progress.

a. Financial Results

The summarized financial results of your Company for FY 2024-25 are given below:

b. Business Growth

Your Company has demonstrated substantial performance enhancement through strategic
investments in technology, expansion into new markets and diversification of its product portfolio.
Throughout this growth phase, the Company has remained steadfast in its commitment to
delivering exceptional customer service. These initiatives culminated in a successful conclusion to
the fiscal year March 31, 2025, marked by an impressive additional disbursement of ' 1,20,367 lakhs
and sustained asset quality. Notably, the Company achieved a commendable growth rate of 83.68%
during the reporting year.

c. Profitability

During the Financial Year 2024-25, your Company achieved a net profit of ' 4,631 lakhs as compared
to ' 12,249 lakhs for the previous Financial Year. Profit Before Tax was at ' 6,040 lakhs for the year
ended March 31, 2025 as compared to ' 16,434 lakhs for the year ended March 31, 2024. Total Income
has increased from ' 40,141 lakhs for the year ended March 31, 2024 to ' 47,650 lakhs for the year
ended March 31, 2025. The Net Interest Margin (NIM) is reported at 53% for the Financial Year 2024-25
as against 58% in Financial Year 2023-24.

d. Asset Quality

As on March 31, 2025, the gross NPA and net NPA in the books of your Company stood at ' 14,920
lakhs and ' 6,835 lakhs respectively. The Provision Coverage on the entire on-book loan stood at 3.5%

as on March 31, 2025 against 8.1% as on March 31, 2024. The Asset quality was the parameter which
was given the top-most significance throughout the past few financial years. A considerable
reduction can be seen in the year-on-year numbers. The Company's Non-performing asset as of
March 31, 2025 stood at ' 14,920 lakhs while the same were ' 20,504 lakhs as of March 31, 2024. The
overall collection efficiencies have significantly improved in all the buckets. Despite overall
improvement, the Company is carrying management overlay of ' 3,738 lakhs where in NNPA is
2.30%.

e. Net Worth and Capital Adequacy Ratio

The Net Worth of your Company stood at ' 65,806 lakhs as against ' 61,175 lakhs in the previous year.

It increased on account of profit earned during the year amounting to ' 4,631 lakhs. Your Company's
total Capital Adequacy Ratio (CRAR) as on March 31, 2025 stood at 22.25% of the aggregate risk
weighted assets on the Balance Sheet and risk adjusted value of the Balance Sheet items, which is
significantly above the statutory minimum of 15%. Out of the above, Tier I CRAR stood at 22.06% and
Tier II CRAR stood at 0.19%. The CRAR as on March 31, 2024 was at 31.30%.

f. Earnings Per Share

Earnings Per Share of your Company during the year under review is reported at ' 27.81 against
earning of ' 74.58 as on March 31, 2024. Return on Equity was at 7.29% for the Financial Year 2024-25.

2. DIVIDEND

To ensure availability of capital for the future growth of the Company, your Board of Directors are of the
view that ploughing back of profit after tax into the business is a necessity of time. Hence, the Board
does not recommend any dividend for the Financial Year 2024-25.

The Dividend Distribution Policy containing the requirements mentioned in Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”) is available on the website of the Company at

https://www.muthootcap. com/wD-content/uDloads/2021/12/Policv- on-Distribution-of-Dividends.pdf.

The details relating to the unclaimed dividends is available on the Company's website at
httDs://www.muthootcaD.com/investors/#tabn Shareholders may note that both the unclaimed
dividend and corresponding shares transferred to IEPF, including all benefits accruing on such shares, if
any, can be claimed from IEPF following the procedure prescribed in the IEPF Rules.

Investor Education and Protection Fund

During the Financial Year 2024-25, there was neither any dividend nor any shares due to be transferred
to Investor Education and Protection Fund (IEPF) Authority. As per the provisions of IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended), the shareholder may lodge the claim
to the IEPF Authority for such dividends and shares by submitting an online application in Form IEPF-5
available on the website www.iepf.gov.in.

3. RESERVES

Your Company has transferred an amount of ' 930 lakhs to the Statutory Reserves maintained under
Section 45-IC of the Reserve Bank of India Act, 1934. The Company has not transferred any amount to
the General Reserve for the Financial Year ended March 31, 2025. Post transfer of profits to reserves, your
Board has decided to retain ' 3,605.41 Lakhs as surplus in the profit & loss account.

4. RESOURCE MOBILISATION

a. Share Capital

The authorized share capital of the Company is ' 2,500 lakhs and the paid-up share capital of the
Company is ' 1,645 lakhs. Your Company had not issued any equity shares either with or without

differential rights during the Financial Year 2024-25. Hence, the disclosure requirements under
Section 43 of the Companies Act, 2013 and Rule 4(4) of the Companies (Share Capital and
Debentures) Rules, 2014 is not applicable.

During the period under review, no stock options have been issued by the Company. Hence,
disclosure pursuant to the provisions of Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 and Section 62(1)(b) of the Act read with Rule
12(9) of the Companies (Share Capital and Debentures) Rules, 2014 shall not apply.

b. Debentures

During the year under review, your Company issued Non-Convertible Debentures (NCDs) amounting
to ' 79,100 lakhs and redeemed NCDs aggregating to an amount of ' 21,325 lakhs (including the
repayment of Market Linked Debentures). The NCDs are listed on the debt market segment of the
BSE Limited. As specified in the respective offer documents, the funds raised from NCDs are being
utilized for various financing activities, onward lending, to repay existing indebtedness, working
capital and general corporate purposes of the Company. Details of the end-use of funds were
furnished to the Audit Committee on a quarterly basis. The Company is in compliance with the
applicable guidelines issued by the Reserve Bank of India, as amended from time to time. Your
Company has been regular in making payments of interest on all the NCDs issued by the Company
on a private placement basis as and when due. As on March 31, 2025, the residual portion of Secured
Redeemable Non-Convertible Principal Protected Market Linked NCDs under private placement
including those issued during earlier years along with interest accrued is ' 1,00,002 lakhs. The
debentures issued are secured by way of pari-passu charge on the current assets of the Company.
The NCDs of your Company are rated as A / Stable by CRISIL and A (Stable) by ICRA.

Trustees for Debenture Holders for ensuring and protecting the interests of debenture holders are as
follows:

1. Mr. A. Gopalakrishnan, Chartered Accountant, M/s. K. Venkatachalam Aiyer & Co., Chartered
Accountants, Building No. 41/3647 B, First Floor, Blue Bird Towers, Providence Road, Kochi - 682
018, Kerala;

2. Vardhman Trusteeship Private Limited, The Capital, A Wing, 412A, Bandra Kurla Complex, Bandra
(East), Mumbai - 400 051, Maharashtra.

c. Fixed Deposits

Your Company is a Non - Banking Financial Company (NBFC) registered with Reserve Bank of India
(RBI), having a Deposit Taking License. The Company started accepting fixed deposits during FY
2013-14. The fixed deposits of your Company are rated as A / Stable by CRISIL.

The outstanding number of fixed deposits as on March 31, 2025, received by the Company including
interest accrued at that date is ' 4,364 lakhs.

As on March 31, 2025, there are 30 accounts of fixed deposits amounting to ' 45 lakhs which have
become due for payment but have not been claimed by the depositors.

Being an NBFC registered with RBI, the provisions of Chapter V of the Act, relating to acceptance of
deposits by Companies, is not applicable to the Company.

Communication to Deposit Holders: The Company has the practice of sending communication by
registered post to the deposit holders whose accounts are about to mature, fourteen days prior to
the date of maturity. If the deposit holders do not respond to the communication, the Company
contacts the depositors in person, instructing them to surrender the fixed deposit certificate and
claim the amount. In case, the depositors are not traceable due to change in address / phone

numbers, another regular communication is sent to the deposit holder and other modes to contact
the deposit holders are also initiated till the deposits are repaid.

Trustees for Deposit Holders: Based on the RBI Guidelines for trustees of deposit holders of the
NBFC, your Company has appointed IDBI Trusteeship Services Limited as trustees for protecting the
interests of deposit holders.

In compliance with the Master Direction - Non-Banking Financial Companies Acceptance of Public
Deposits (Reserve Bank) Directions, 2016 dated August 25, 2016, your Company has created a floating
charge on the Statutory Liquid Assets in favour of IDBI Trusteeship Services Limited as trustee on
behalf of the depositors as required under the extant provisions.

d. Subordinated Debts

Your Company in the current year has not raised money through issue of subordinated debts. As of
March 31, 2025, the total amount of outstanding subordinated debts including accrued interest was
' 214 lakhs as against ' 1,138 lakhs in the previous year.

The subordinated debts and public deposits contribute to 1.6% of our total funding.

e. Commercial Paper

During the year under review, your Company has raised funds for its working capital requirements by
issue of Commercial Papers. The Commercial Papers of your Company are rated as A1 by CRISIL.

The outstanding amount of Commercial Papers as on March 31, 2025 was ' 21,832 lakhs.

f. Bank Finance

Your Company raises funds for its working capital requirements mainly from banks and financial
institutions. As on March 31, 2025, the total outstanding amount of credit facilities from Banks and
Financial Institutions were ' 1,22,041 lakhs as against ' 86,094 lakhs as on March 31, 2024, excluding
accrued interest.

Apart from the above, your Company has been sourcing funds through Securitization. During the
year under review, your Company has sourced ' 37,086 lakhs (previous year ' 14,449 lakhs). The same
has been invested into by various kinds of entities and the value remaining outstanding as on March
31, 2025 was ' 38,952 lakhs (previous year ' 24,429 lakhs).

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors:

As on March 31, 2025, the Board of your Company consisted of the following 7 (Seven) Directors:

The composition of the Board is in line with the requirements of the Act and the Listing Regulations. All
the Directors have vast knowledge and experience in their relevant fields and the Company has
benefited immensely by their presence on the Board. The key Board qualifications, expertise, attributes
are given in detail in the Report on Corporate Governance which forms part of the Annual Report.

Key Managerial Personnel:

Mrs. Tina Suzanne George, Whole-Time Director; Mr. Mathews Markose, Chief Executive Officer; Mr.
Ramandeep Singh, Chief Financial Officer and Ms. Deepa G, Company Secretary and Compliance Officer
are the Key Managerial Personnel of your Company, as on March 31, 2025.

a) Changes in Directors and Key Managerial Personnel (KMP) during the Financial Year 2024-25
Appointments

All appointments of Directors and KMPs are made in accordance with the relevant provisions of the
Act, the Listing Regulations, the RBI Directions and other laws, rules, guidelines as may be applicable
to the Company. The Nomination & Remuneration Committee (“NRC”) exercises due diligence inter-
alia to ascertain the 'fit and proper' status of the individual who is proposed to be appointed on the
Board of Directors of the Company, and if deemed fit, recommends their candidature to the Board of
Directors for consideration.

During the year under review, Mr. Thomas Mathew (DIN: 01277149), Independent Director, was re¬
appointed as an Independent Director of the Company for a second term of 5 (Five) consecutive
years w.e.f. April 01, 2024 till March 31, 2029 vide Special Resolution passed via Postal Ballot dated
June 15, 2024.

Further, in line with succession planning for the Company and considering the knowledge, relevant
expertise and experience and based on the recommendation of the Nomination and Remuneration
Committee (NRC), the Board of Directors of the Company at its Meeting held on December 23, 2024,
approved the appointment of Mrs. Tina Suzanne George (DIN: 09775050) as the Whole-Time Director
and of Mrs. Ritu Elizabeth George (DIN: 10766726) and Ms. Susan John (DIN: 10763021) as the Non¬
Executive Non-Independent Directors, respectively, with effect from December 23, 2024. The
appointments were approved by the Shareholders via Postal Ballot on February 12, 2025.

Also, the Board of Directors of your Company, on the recommendation of the NRC, appointed Mr.
Robin Tommy (DIN: 10896999) as an Additional Non-Executive Independent Director on the Board on
February 04, 2025, for a period of 5 years and his appointment as the Non - Executive Independent
Director was approved by the Shareholders via Postal Ballot on March 29, 2025.

During the year under review, Ms. Deepa G was appointed as Company Secretary and Compliance
Officer of your Company with effect from March 01, 2025.

Cessation

During the year under review, Mr. A. P. Kurian (DIN: 00008022), Independent Director, ceased to hold
office as an Independent Director of the Company w.e.f. September 02, 2024. Further, Mr. Thomas
George Muthoot (DIN: 00011552), Managing Director; Mr. Thomas John Muthoot (DIN: 00011618), Non¬
Executive Non-Independent Director; and Mr. Thomas Muthoot (DIN: 00082099), Non-Executive Non¬
Independent Director, ceased to hold their office as Directors of the Company w.e.f. December 23,
2024, respectively.

Mr. Srikanth G Menon, resigned as Company Secretary & Compliance Officer and Chief Compliance
Officer of the Company with effect from February 28, 2025.

Director Retiring by Rotation

In terms of Section 152(6) of the Companies Act, 2013 read with relevant Rules made thereunder and
the Articles of Association of the Company, Mrs. Ritu Elizabeth George (DIN: 10766726), Director of the

Company, shall retire by rotation and being eligible, has offered herself for re-appointment at the
ensuing Annual General Meeting (“AGM”) of the Company. The detailed profile of Mrs. Ritu Elizabeth
George (DIN: 10766726) has been included in the Notice convening the ensuing 31st Annual General
Meeting of the Company.

b) Declaration by Independent Directors and Statement on Compliance with the Code of Conduct

Pursuant to the provisions of Section 149 of the Act and Regulation 25(8) of the Listing Regulations,
the Independent Directors have submitted declarations that each of them meets the criteria of
independence as provided in Section 149(6) of the Act along with Rules framed thereunder and
Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances
affecting their status as Independent Directors of the Company. Further, the Board is satisfied of 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. The Independent Directors
have confirmed that they have included their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with
Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Independent Directors have complied with the Code for Independent Directors prescribed in
Schedule IV to the Companies Act, 2013 and the Code of Conduct for Directors and Senior
Management Personnel formulated by the Company.

A declaration by Whole-Time Director confirming the receipt of such declaration from Independent
Directors is enclosed to this report as Annexure I.

Non-Disqualification of Directors

A Certificate duly certified by Mr. Puzhankara Sivakumar, Managing Partner, M/s. SEP & Associates,
Company Secretaries (C.P. No. 2210), confirming that none of the Directors on the Board of your
Company as on March 31, 2025 have been debarred or disqualified from being appointed or
continuing as Director on the Board of the Company by the Securities and Exchange Board of India,
the Ministry of Corporate Affairs or any such statutory authority, forms part of the Report on
Corporate Governance.

c) Policy on Board Diversity

The Policy on Board Diversity approved and adopted by the Company contains the following:

i. Diversity is ensured through consideration of a number of factors, including but not limited to
skills, regional and industry experience, background and other qualities.

ii. The Company shall also take into account factors based on its own business model and specific
needs from time to time.

iii. The NRC shall lead the process of identifying and nominating candidates for appointment as
Directors in the Board.

iv. The benefits of diversity continue to influence succession planning and continue to be the key
criteria for the search and nomination of Directors to the Board.

v. Board appointments are based on merit and candidates will be considered against objective
criteria, having due regard for the benefits of diversity on the Board, including gender.

d) Policy on Nomination & Remuneration

The management of your Company has immensely benefitted from the guidance, support and
mature advice from members of the Board of Directors who are also members of various
Committees. The Board consists of Directors possessing diverse skill, rich experience to enhance
quality of its performance. The Policy on Nomination and Remuneration is framed in terms of

Section 178(3) of the Companies Act, 2013 which contains the criteria for determining qualifications,
positive attributes, independence of a Director and other related matters. It also includes the details
relating to the remuneration of Directors (Executive and Non-Executive), Key Managerial Personnel
and Senior Management Personnel in line with the requirement of Section 178 of the Act, Regulation
19 read with Part D of Schedule II of the Listing Regulations and Directions issued by the RBI and as
per the Guidelines on Compensation of Key Managerial Personnel and Senior Management in NBFCs
issued by RBI. This Policy is available on the Company's website at the weblink:
httDs://www.muthootcaD.com/wD-content/uDloads/2025/08/Policv-on-Nomination-and-
Remuneration.pdf. Your Company has formulated policy on Succession Planning for Directors and
Key Managerial Personnel for continuity and smooth functioning of the Company.

e) Formal Annual Evaluation of Board and its Committees

Based on the Policy on Nomination and Remuneration, the Board has carried out an annual
evaluation of its own performance, its Committees and Independent Directors, excluding the
Director being evaluated. It may be noted that Mrs. Tina Suzanne George, Mrs. Ritu Elizabeth George,
Ms. Susan John and Mr. Robin Tommy have not been subject to the evaluation in accordance with
the Nomination and Remuneration Policy adopted by the Company, which states that performance
evaluation of / by the Directors / Members of the Board / Committee of Board shall be carried out
only after completion of six months from the date of appointment on the Board / Committee of
Board of the Company.

The detailed note on the annual board evaluation process undertaken in compliance with the
provisions of the Act and Listing Regulations is given in the Report on Corporate Governance.

f) Meetings of the Board

During the Financial Year 2024-25, your Board of Directors met 11 (Eleven) times. Further details about
the Meetings of the Board are given in the Report on Corporate Governance.

g) Committees of the Board

The details of the Committees of the Board, their composition, terms of reference and the activities
during the year are elaborated in the Report on Corporate Governance.

6. SUBSIDIARIES / JOINT VENTURE / ASSOCIATE COMPANY

Your Company has no Subsidiary / Joint Venture / Associate Company. Hence, consolidation and the
provisions relating to the same under the Act and Rules made thereunder are not applicable to the
Company.

There are no companies which have become or ceased to be its subsidiaries, joint ventures or associate
companies during the year.

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there is no change in business of the Company. Your Company was
primarily engaged in the business of financing for purchase of automobiles, mainly two wheelers, used
four wheelers and commercial vehicles against hypothecation of the vehicles and granting of personal /
business loans etc. The Company has also obtained the licence of corporate agent at the later part of the
year from the Insurance Regulatory and Development Authority of India (IRDAI). During the year under
review, your Company has disbursed retail loans to the extent of ' 2,62,108 lakhs and as on March 31,

2025, the total outstanding amount was ' 3,00,692 lakhs. The Company had disbursed business /
corporate loans to the extent of ' 2,100 lakhs and as on March 31, 2025, the outstanding amount was
' 5,351 lakhs.

The sourcing of two-wheeler and used car business of the Company takes place mainly at the dealer
points for two wheelers where Company representatives are present and through branches of its group
company, Muthoot FinCorp Limited. The Company is sourcing its customers through its mobile app.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of your Company
between the end of the financial year and the date of this Report.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS AND TRIBUNALS

Your Directors confirm that there were no significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and Company's operations in future.

10. RISK MANAGEMENT

The Board oversees the risk management functions of your Company and a separate Risk Management
Committee of the Board supervises the risk management functions. Apart from this, your Company has
a separate Risk Management Department that co-ordinates and administers the risk management
functions thereby setting up a top to down focus on the risk management.

The Risk Management Committee of the Company has not identified any elements of risk which in their
opinion may threaten the existence of your Company. Details of the risks and concerns relevant to the
Company are discussed in detail in the Management Discussion and Analysis Report which forms part
of the Annual Report.

In order to ensure that your Company maintains high standards of risk management practices, the
Chief Risk Officer (CRO) functions independently with no relationship with business verticals of the
Company and reports to the Risk Management Committee. The CRO is inter-alia entrusted with the
responsibility of identifying, measuring and mitigating risks which may affect the Company and putting
in place and monitoring the risk management policies and practices of the Company.

The Company believes that risk resilience is key to achieving higher growth. To this effect, your Company
has a well-defined Risk Management Policy in place to create and protect shareholder value by
minimizing threats or losses and identifying and maximizing opportunities and thereby to ensure
sustainable business growth with stability and to promote a pro-active approach in reporting,
evaluating and resolving risks associated with the business. The Policy lays down broad guidelines for
timely identification, assessment and prioritization of risks affecting the Company in the short and
foreseeable future. The Policy suggests framing an appropriate response action for the key risks
identified, so as to make sure that risks are adequately addressed or mitigated. The said policy is
approved by the Board and reviewed from time to time.

The risk management framework in the Company is periodically reviewed by the Risk Management
Committee of the Board. The Internal Auditors are also having a complete review of risk assessments
and associated management action plans. All material risks of the Company emerging in the course of
its business are identified, assessed and monitored and necessary action are taken on a regular basis.

The Company conducts Internal Capital Adequacy Assessment Process (ICAAP) on annual basis to
assess the sufficiency of its capital funds to cover the risks specified under Pillar II of Basel guidelines.
The adequacy of Company's capital funds to meet the future business growth is also assessed in the
ICAAP Document. Capital requirement for current business levels and framework for assessing capital
requirement for future business levels has been made. Capital requirement and Capital optimisation are
monitored periodically by the Committee of Senior Management (ALCO). The Senior Management
deliberates on various options available for capital augmentation in tune with business growth. Based
on these reports submitted by Senior Management, the Board of Directors evaluates the available
capital sources, forecasts the capital requirements and capital adequacy of MCSL and ensures that the
capital available for the Company at all times is in line with the Risk Appetite of the Company.

Fraud Monitoring and Reporting

Pursuant to revised Master Directions - Reserve Bank of India (Fraud Risk Management in NBFCs)
Directions, 2024 on Fraud Risk Management in Non-Banking Financial Companies (NBFCs) (including
Housing Finance Companies) dated July 15, 2024 issued by Reserve Bank of India (“Master Directions”),
your Company has constituted a Fraud Risk Monitoring Committee (FRMC) to monitor and review the
cases of frauds to oversee the effectiveness of fraud risk management including root cause analysis and
mitigating measures and strengthen the internal controls, risk management framework to prevent /
minimize the incidence of frauds.

Your Company has prepared the Framework for Early Warning Signals (EWS) on Fraud that aims to
establish a robust system for the early detection and prevention of fraud. The framework outlines the
governance structure, key indicators, and reporting mechanisms to ensure timely identification and
mitigation of fraudulent activities. The Company also has in place a Fraud Risk Management Policy.

The Risk Management Committee reviews incidents of fraud quarterly. Annual review of the frauds is
also conducted and reported by the management to Board as per the Master Directions. Among other
things, details reported includes modus operandi, amount involved, identity of the perpetrators of fraud,
action taken against them and remedial actions taken to mitigate the risk. Further, the same is also
reported to RBI and Auditors. The Auditors, in turn, have also brought these cases to the attention of the
Audit Committee pursuant to Circular issued by National Financial Reporting Authority (‘NFRA') dated
June 26, 2023.

Cyber Security

Your Company adopted ISO 27001:2022 standards, practices its processes and upgrade its
implementation on regular basis to maintain the information security as per the market trend. MCSL is
an ISO 27001:2022 certified Company. On regular basis, different types of system audits are conducted
by the external and internal auditors. Board constituted IT Strategy Committee governs the security
policies and its implementation as per the Company's Corporate Governance process. To improve cyber
security system, the Company continuously invests towards upgrading the technology, IT security
related implementation, training and awareness programme.

During the year, new initiatives were taken in areas of Digital Platforms, API Security, Email Security and
Attack Surface Management. The Company has also adopted a continuous Vulnerability Assessment
and Penetration Testing (VAPT) to protect all our digital assets.

11. ADEQUACY OF INTERNAL AUDIT AND FINANCIAL CONTROLS

Your Company has in place a stabilized and effective Internal Audit and Financial Controls system
calibrated to the risk appetite of the Company and aligned to the size, scale and complexity of the
business operations of the Company. The said financial controls of the Company are evaluated by the
Audit Committee as per Part C of Schedule II of the Listing Regulations.

Apart from Statutory Audit and Concurrent Audit, your Company is in compliance with Section 138 of
the Companies Act, 2013. The Board of Directors at its Meeting held on March 26, 2024 appointed
Mr. Vijayakumar Vuyyuru as the Chief Internal Auditor w.e.f. February 22, 2024, for a period of three years.
The scope and authority of the Internal Audit function is defined in the Audit Policy of the Company,
duly approved and recommended by the Audit Committee of the Board and approved and adopted by
the Board of Directors. The Internal Audit function essentially validates and ensures that your Company
has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its

business, including adherence to the Company's policies, safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness of accounting records and timely preparation
of reliable financial information. The Internal Audit function provides independent assurance to the
Board of Directors and Senior Management on the quality and effectiveness of the Company's internal
control, risk management and governance systems and processes, thereby helping the Board and Senior
Management to protect the Company and its reputation.

The Audit Committee oversees and reviews the functioning of the entire audit team and the
effectiveness of internal control system at all levels and monitors the implementation of audit
recommendations. During the year, such control systems were assessed and no reportable material
weaknesses in the design or operation were observed. Improvements suggested are tracked with
identified timelines for its completion. Accordingly, your Board is of the opinion that the Company's
internal financial controls were adequate and effective during Financial Year 2024-25.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility activities at Company encompasses much more than social outreach
programmes. Your Company believes that CSR is a way of creating shared value and contributing to
social and environmental good. With this philosophy, the CSR activities of your Company is centered
around a theme called HEEL i.e., Health, Education, Environment and Livelihood. Aligning with its vision,
your Company has been continuing to increase value in the community in which it operates, through its
services and CSR initiatives, so as to stimulate well-being for the community, in fulfillment of its role as a
responsible corporate citizen. The Board has constituted a Corporate Social Responsibility Committee
(CSR Committee) to oversee and monitor the CSR activities of the Company. The CSR Committee of the
Company has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR
Policy) indicating the activities to be undertaken by the Company, which has been approved by the
Board. The Company's CSR Policy is committed towards CSR activities as envisaged in Schedule VII of the
Companies Act, 2013. The CSR Policy is available on the website of the Company at
httDs://www.muthootcaD. com/wD-content/uDloads/2025/08/CSR-Policv.Ddf.

During the year, the Company spent an amount of ' 88.38 lakhs identified as CSR activities. The details of
the CSR Policy and CSR Committee of the Company and the initiatives undertaken by the Company on
CSR activities during the year under review are set out in Annexure II to this Report in the format
prescribed as per the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The composition and other details of the CSR Committee and its meetings are detailed in the Report on
Corporate Governance, forming part of the Annual Report of the Company.

13. AUDIT & AUDITORS

a. Statutory Auditors

During the year under review, the tenure of M/s. PKF Sridhar & Santhanam LLP, Chartered
Accountants, as Statutory Auditors of the Company expired at the 30th Annual General Meeting
(AGM) of the Company held on September 25, 2024.

M/s. Sundaram & Srinivasan, Chartered Accountants (Firm Registration No.: 004207S), was thereafter
appointed as the Statutory Auditors of the Company at the 30th AGM held on September 25, 2024 to
hold office from conclusion of the 30th AGM till conclusion of the 33rd AGM of the Company to
conduct audit of accounts of the Company during the said period. M/s. Sundaram & Srinivasan holds a
valid peer review certificate as prescribed under the Listing Regulations. The same is in compliance
with the RBI Guidelines on appointment of statutory auditor(s) by NBFC.

M/s. Sundaram & Srinivasan, the Statutory Auditors of the Company, had also prepared a separate
report pursuant to Non - Banking Financial Companies Auditor's Report (Reserve Bank) Directions,
2016, in addition to the report made under Section 143 of the Companies Act, 2013 which was duly

examined by the Board and submitted to RBI.

Recommendations of the Audit Committee

There was no instance during the year where the Board has not accepted the recommendations of
the Audit Committee requiring disclosure pursuant to Section 177(8) of the Companies Act, 2013.

Audit qualifications, reservation or adverse remarks or disclaimer

The Board has duly examined the Statutory Auditors' Report to the accounts, which is self¬
explanatory. Clarifications, wherever necessary, have been included in the Notes to the Accounts to
the Financial Statements. Further, your Directors confirm that there is no qualification, reservation or
adverse remark or disclaimer in the Independent Auditor's Report provided by M/s. Sundaram &
Srinivasan, the Statutory Auditors of the Company, for the Financial Year 2024-25. There is no incident
of fraud reported by the Auditors under Section 143(12) of the Act.

b. Secretarial Auditors

The Board, at its Meeting held on May 23, 2024, re-appointed M/s. SEP & Associates, Company
Secretaries, having Peer Review Certificate no. 3693/2023, as the Secretarial Auditors of the Company
for FY 2024-25, to conduct the Secretarial Audit of the Company for the year ended March 31, 2025 in
compliance with the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report in Form MR-3, submitted by the Secretarial Auditors for the FY 2024-25,
is enclosed to this report as Annexure III. The Directors of your Company confirms that there is no
qualification, reservation or adverse remark or disclaimer in Secretarial Audit Report for the period
under review. No offence of fraud was reported by the Secretarial Auditor of the Company.

Further, the Board at its Meeting held on August 05, 2025, based on the recommendation of the
Audit Committee, has appointed M/s. S. Sandeep & Associates, Company Secretaries, having Peer
Review Certificate No. 6526/2025, as Secretarial Auditors of the Company for a period of 5 (Five)
financial years from FY 2025-26 till FY 2029-30, subject to Shareholder's approval at the ensuing
Annual General Meeting of the Company.

c. Internal Auditor

Your Company has an independent internal audit department headed by Chief Internal Auditor, Mr.
Vijayakumar Vuyyuru appointed w.e.f. February 22, 2024. The internal audit department broadly
assesses and contribute towards the overall improvement of the organisation's governance, risk
management and control processes using a systematic and disciplined approach. The internal audit
team follows Risk Based Internal Audit which helps the organisation to identify the risks and address
them accordingly based on the risk priority and direction provided by the Board of Directors.

14. COMPLIANCE WITH THE SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

Your Company has duly complied with Secretarial Standards on Board Meetings and General Meetings
issued by the Institute of Company Secretaries of India.

15. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

Considering the nature of activities, the provisions of Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo is not applicable to the Company. Your Company is,
however, constantly pursuing its goal of technological upgradation in a cost-effective manner for
delivering quality customer service.

16. WHISTLE BLOWER POLICY OR VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Your Company has in place, a comprehensive Whistle Blower Policy in compliance with Section 177(9)
and 177(10) of the Companies Act, 2013 and Regulation 4(2)(d)(iv) & 34(3) read with Para 10 of Part C of
Schedule V of the Listing Regulations.

A brief note on the highlights of the Whistle Blower Policy and compliance with the same is also
provided in the Report on Corporate Governance, which forms part of the Annual Report.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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 a NBFC registered with RBI are exempt from the applicability of provisions of Section 186 of
the Act.

The details of the investments of your Company are given in the Notes to the Financial Statements.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Directors confirm that all contracts / arrangements / transactions entered into by the Company
during the Financial Year 2024-25 with related parties were in compliance with the provisions of the Act
and Listing Regulations. The Company had obtained prior approval of the Audit Committee for all the
related party transactions during the Financial Year 2024-25 as envisaged in Regulation 23(2) of the
Listing Regulations. Further, the Audit Committee had given prior omnibus approval under Regulation
23(3) of the Listing Regulations for related party transactions that are foreseen and repetitive in nature
during the period under review and the required disclosures are made to the Committee on quarterly
basis against the approval of the Committee.

In addition to the above, your Company had obtained the approval of the shareholders for related party
transactions with Muthoot Fincorp Limited and Muthoot Bankers at the AGMs / vide Postal Ballot held
on September 28, 2020 and June 15, 2024, respectively, for a period of five years even though the said
transactions were not material in nature.

All related party transactions that were entered into during the financial year ended March 31, 2025 were
on an arm's length basis and were in the ordinary course of business except the transaction with
Muthoot Bankers on windmill business and the transaction with Muthoot Fincorp Limited on Cash
Remittance, Space Sharing and Rent Deposit and payment towards airline and train ticketing, for which
the Company had obtained the approval of shareholders.

Therefore, the Disclosures as per Form AOC-2 under Section 134(3)(h) of the Companies Act, 2013 read
with Rule 8(2) of the Companies (Accounts) Rules, 2014 is detailed in Annexure IV.

The disclosure of transactions with related parties during the year under review, as per IND-AS 24:
Related Party Disclosures, is given in Notes to the Accounts to the Financial Statements. Also, there are
no materially significant related party transactions during the year under review made by the Company
with Promoters, Directors or other designated persons which may have a potential conflict with the
interest of the Company at large.

Further, your Company has generally complied with the provisions of Section 177 and 188 of the
Companies Act, 2013 with respect to the related party transaction except in one instance where the
transaction carried out by the Company is in line with the approved rates as per the prior specific
approval taken by the Company in accordance with the provision of Section 177 and 188 of the
Companies Act, 2013 but due to the surge in the business volume the transaction exceeded the
omnibus limits approved by the Audit Committee and the monetary threshold prescribed under the
proviso to Section 177(4) of the Act by ' 2.10 Crores. However, the terms and conditions of the said
transaction was in accordance with the approval of the Audit Committee.

The Policy on dealing with Related Party Transactions as approved by the Board is uploaded on the
Company's website at the web link: httDs://www.muthootcaD. com/wD-content/uDloads/2025/08/
Related-Partv-Transaction-Policv.Ddf

19. DISCLOSURE OF REMUNERATION & PARTICULARS OF EMPLOYEES

Disclosures required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended,
containing, inter-alia, the ratio of remuneration of each Director to median remuneration of employees,
percentage increase in the median remuneration etc., forms part of this Report as Annexure V.

In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the
shareholders. Any shareholder interested in obtaining such particulars may write to Company Secretary
at the Registered Office of the Company.

As the Company does not have any Holding Company or Subsidiary Company, no disclosure as required
under Section 197(14) of the Act has been made.

20. LISTING

The Equity shares of your Company were listed on BSE Limited since April 24, 1995 and on National
Stock Exchange of India Limited since August 24, 2015 and debt instruments are also listed on BSE
Limited. Your Company has paid the required listing fees to both the Stock Exchanges for the Financial
Year 2024-25.

21. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, requires the top one thousand listed entities based on market capitalization as on 31st
March of every financial year to have a “Business Responsibility and Sustainability Report” as part of
their Annual Report, containing the environmental, social and governance disclosures, in the format as
may be specified by the Board from time to time. As your Company is not one amongst the top one
thousand listed companies based on the market capitalisation as on March 31, 2025, this Report is not
applicable to the Company.

22. FAIR PRACTICE CODE (FPC)

Your Company has in place, a Fair Practice Code approved by the Board on April 02, 2012, last being
reviewed on May 23, 2024, in compliance with the guidelines issued by the RBI, to ensure better service
and provide necessary information to customers to take informed decisions. The FPC is available on the
website of the Company at: httDs://www.muthootcaD.com/wD-content/uDloads/2024/06/Fair-Practice-
Code.Ddf. The FPC is also reviewed by the Board at frequent intervals to ensure its level of adequacy and
appropriateness.

23. CUSTOMER GRIEVANCE

Your Company has a dedicated Customer Grievance Cell for receiving and handling customer
complaints / grievances and ensuring that the customers are treated fairly and without bias at all times.
All issues raised by the customers are dealt with courtesy and redressed expeditiously.

24. ANNUAL RETURN

In accordance with the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read
with Rule 12(1) of Companies (Management and Administration) Rules, 2014, the Annual Return of the
Company in Form MGT-7 is hosted on website of the Company at
httDs://www.muthootcaD.com/investors/?data_tab=tab-26/#tab6

25. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, your

Directors state that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;

b) They had 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;

c) They had 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;

d) They had prepared the annual accounts on a going concern basis;

e) They had laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively; and

f) They had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

26. CREDIT RATING

The Credit Ratings enjoyed by the Company as on March 31, 2025 is as given below:

27. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

Your Company is committed to create an environment in which all individuals are treated with respect
and dignity and promote a gender sensitive and safe work environment. Accordingly, the Board of
Directors adopted a Policy for Prevention of Sexual Harassment of Women at Workplace. An Internal
Complaints Committee has been constituted in line with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH'). During the year under review,
there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

Details of cases reported to Internal Complaints Committee during the financial year 2024-25 are as
under:

28. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

Your Company upholds its ongoing commitment in maintaining a supportive and legally compliant
work environment for all employees. During the financial year 2024-25, your Company has complied
with all the applicable provisions of the Maternity Benefit Act, 1961. Eligible women employees were
extended with all the statutory benefits under the Act including paid maternity leave, nursing breaks,
and creche facilities.

During the year under review, a total of 14 women employees availed maternity benefits. Your Company
ensured timely facilitation and disbursement of these benefits in accordance with the provisions of the
Maternity Benefit Act, 1961. Additionally, no complaints or grievances were received in connection with
the provisions of the Maternity Benefit Act, 1961.

29. COMPLIANCE

Your Company is registered with the Reserve Bank of India (“RBI”) as an NBFC-D. As per the Master
Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation)

Directions, 2023 dated October 19, 2023, the Non-Banking Finance Companies are categorised into four
layers, NBFC - Base Layer (NBFC - BL), NBFC - Middle Layer (NBFC - ML), NBFC - Upper Layer (NBFC - UL)
and NBFC - Top Layer (NBFC - TL) based on size, activity and risk perceived. According to the said
regulation, your Company has been categorised as NBFC - ML. The Company has listed its equity shares
on BSE Limited and National Stock Exchange of India Limited and has also listed various Non¬
Convertible Debt Instruments on BSE Limited.

Your Company has complied with and continues to comply with all applicable Laws, Rules, Circulars,
Regulations, etc. including Directions of RBI for NBFC-Ds and various SEBI Listing Regulations and does
not carry on any activities other than those specifically permitted by RBI for NBFC-D.

30. OTHER DISCLOSURES

• Your Company, in the capacity of Financial Creditor, has not filed any applications 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.

• 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.

• The provisions of Section 148 of the Act relating to maintenance of cost records and cost audit are not
applicable to your Company.

• Your Company has not defaulted in repayment of loans from banks and financial institutions. There
were no delays or defaults in payment of interest / principal of any of its debt securities and deposits
accepted.

• The equity shares of your Company were not suspended from trading during the year.

• Disclosures pursuant to RBI Master Directions, unless provided in the Directors' Report and Corporate
Governance Report, form part of the notes to the standalone financial statements.

• Disclosure regarding details relating to deposits covered under Chapter V of the Companies Act, 2013
is not applicable since your Company is an NBFC regulated by RBI. The Company accepts deposits as
per the Master Direction - Non-Banking Financial Companies Acceptance of Public Deposits (Reserve
Bank) Directions, 2016.

• Your Company continues to 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 Board of Directors have framed various
policies as applicable to the Company and periodically reviews the policies and approves
amendments as and when necessary.

• A Compliance Certificate from M/s. SEP & Associates, Practicing Company Secretaries, regarding
compliance of conditions of Corporate Governance forms part of this Report as Annexure VI.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation and sincerely acknowledge the contribution and
support from Shareholders, Customers, Depositors, Debenture Holders, Central and State Governments,
Bankers, Reserve Bank of India, Registrar of Companies, Kerala and Lakshadweep, Securities and Exchange
Board of India, BSE Limited, National Stock Exchange of India Limited, Registrar & Share Transfer Agents,
Credit Rating Agencies and other Statutory and Regulatory Authorities for the kind co-operation and
assistance provided to the Company.

Your Directors also extend their special appreciation to each Muthootians for their continuing support and
unstinting efforts in ensuring an excellent all-round operational performance along with every well-wisher
for their continued commitment, dedication and co-operation.

For and on behalf of the Board of Directors

Sd/- Sd/-

Tina Suzanne George Ritu Elizabeth George

Place: Kochi Whole-Time Director Director

Date: August 05, 2025 DIN: 09775050 DIN: 10766726