47
2 MUTHOOT FINANCE LIMITED While submitting the Application Form, the Applicant should ensure that the date stamp being put on the Application Form by the Lead Managers/Lead Brokers/Sub Brokers/Trading Member/SCSB matches with the date stamp on the Acknowledgement Slip In case of queries related to allotment/ credit of Allotted NCD/Refund, the Applicants should contact Registrar to the Issue. In case of ASBA Application submitted to the SCSBs, the Applicants should contact the relevant SCSB. In case of queries related to upload of ASBA Aapplications submitted to the Lead Managers/Lead Brokers/Sub Brokers/Trading Members Applicants should contact the relevant Lead Managers/Lead Brokers/Sub Brokers/Trading Members. The grievance arising out of Applications for NCDs made through Trading Members may be addressed directly to BSE. COMPANY CONTACT DETAILS REGISTRAR CONTACT DETAILS MUTHOOT FINANCE LIMITED Registered and Corporate Office: Muthoot Chambers, Opposite Saritha Theatre Complex, 2nd Floor, Banerji Road, Kochi 682 018, India. Tel: (91 484) 239 4712; Fax: (91 484) 239 6506 Website: www.muthootfinance.com; Compliance Officer: Maxin James; Tel.: (91 484) 239 4712; Fax: (91 484) 239 6506 E-mail: [email protected] LINK INTIME INDIA PRIVATE LIMITED C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West) Mumbai 400 078, India. Tel: (91 22) 2596 7878; Fax: (91 22) 2596 0329; Email: mfl[email protected] Investor Grievance Email: mfl[email protected] Website: www.linkintime.co.in; Contact Person: Dinesh Yadav SEBI Registration No.: INR000004058 APPLICANT’S UNDERTAKING I/We hereby agree and confirm that: 1. I/We have read, understood and agreed to the contents and terms and conditions of MUTHOOT FINANCE LIMITED Prospectus dated August 11, 2014 (“Prospectus”). 2 I/We hereby apply for allotment of the NCDs to me/us and the amount payable on application is remitted herewith. 3. I/We hereby agree to accept the NCDs applied for or such lesser number as may be allotted to me/us in accordance with the contents of the Prospectus subject to applicable statutory and/or regulatory requirements. 4. I/We irrevocably give my/our authority and consent to IDBI TRUSTEESHIP SERVICES LIMITED, to act as my/our trustees and for doing such acts as are necessary to carry out their duties in such capacity. 5. I am/We are Indian National(s) resident in India and I am/ we are not applying for the said NCDs as nominee(s) of any person resident outside India and/or Foreign National(s). 6. The application made by me/us do not exceed the investment limit on the maximum number of NCDs which may be held by me/us under applicable statutory and/or regulatory requirements. 7. In making my/our investment decision I/We have relied on my/our own examination of the Issuer and the terms of the Issue, including the merits and risks involved and my/our decision to make this application is solely based on disclosures contained in the Prospectus. 8. I/We have obtained the necessary statutory and/or regulatory permissions/approvals for applying for, subscribing to, and seeking allotment of the NCDs applied for. 9. Additional Undertaking, in case of ASBA Applicants: 1) I/We hereby undertake that I/We am/are an ASBA Applicant(s) as per applicable provisions of the SEBI Regulations; 2) In accordance with ASBA process provided in the SEBI Regulations and disclosed in the Prospectus, I/We authorize (a) the Lead Managers/Co-Lead Manager/ Lead Brokers/Sub Brokers and Trading Members (in Specified cities only) or the SCSBs, as the case may be, to do all acts as are necessary to make the Application in the Issue, including uploading my/our application, blocking or unblocking of funds in the bank account maintained with the SCSB as specified in the Application Form, transfer of funds to the Public Issue Account on receipt of instruction from the Registrar to the Issue, after finalization of Basis of Allotment; and (b) the Registrar to the Issue to issue instruction to the SCSBs to unblock the funds in the specified bank account upon finalization of the Basis of Allotment. 3) In case the amount available in the specified Bank Account is insufficient as per the Application, the SCSB shall reject the Application. 10. Additional Undertaking in case the Applicant wishes to hold the Bonds in physical form: 1. In terms of Section (8)(1) of the Depositories Act, 1996, I/we wish to hold the NCDs in physical form. 2. I/We confirm that the Information provided in this form is true and correct and I/We enclose herewith self attested copies of the KYC Documents. 3. I/We confirm that we do not hold any Demat Account. ISSUE RELATED INFORMATION FOR FILLING THE APPLICATION FORM KYC Documents (To be submitted only for holding NCDs in physical form): Self attested copies of the following documents are required to be submitted by the Applicants as KYC Documents: 1. PAN Card. 2. Proof of Residence. Any of the following documents shall be considered as a verifiable proof of residence: ● ration card issued by the GoI; or ● valid driving license issued by any transport authority of the Republic of India; or electricity bill (not older than three months); or ● Landline telephone bill (not older than three months); or ● valid passport issued by the GoI; or ● voter’s identity card issued by the GoI; or ● self attested copies of passbook or latest bank statement issued by a bank operating in India; or ● registered leave and license agreement or agreement for sale or rent agreement or flat maintenance bill. ● AADHAR letter, issued by Unique Identification Authority of India, GoI. 3. A cancelled cheque of the bank account to which the amounts pertaining to payment of refunds, interest and redemption, as applicable, should be credited. For further details pertaining to KYC Documents, see the section titled” Additional instructions for applicants seeking allotment of bonds in Physical form” on Page 14 of this Abridged Prospectus. Category I (Institutional Investors) Sub-category code Resident Public Financial Institutions 11 Statutory Corporations including State Industrial Development Corporations, Commercial Banks, Co-operative Banks and Regional Rural Banks 12 Indian Provident Funds, Pension Funds, Superannuation Funds, Gratuity Fund 13 Indian alternative investment funds registered with SEBI 14 Indian Insurance Companies registered with the IRDA 15 National Investment Fund 16 Indian Mutual Funds registered with SEBI 17 Insurance funds set up and managed by the Indian army, navy or the air force 18 or Department of Posts India. 18 Category II (Non Institutional Investors) Sub-category code Companies, Bodies Corporate, Societies 21 Public/private/charitable/religious trusts 22 Resident Indian Scientific and/or industrial research organizations 23 Partnership firms in the name of the partners 24 Limited liability partnerships 25 Category III (Resident Individuals and HUF) Sub Category Code Resident Indian individuals and Hindu Undivided Families through the Karta 31 INVESTOR CATEGORIES: 2 --------------------------------------------------------------------------------------------------------TEAR HERE--------------------------------------------------------------------------------------------------------- Issue Structure Options I II III IV V VI VII VIII IX X XI Frequency of Interest Payment Monthly Monthly Monthly Annually Annually Annually NA NA NA NA NA Minimum Application ` 10,000 (10 NCDs) (for all options of NCDs, either taken individually or collectively) Issue Price (` / NCD) ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 Tenor 24 months 36months 60 months 24 months 36 months 60 months 400 days 24 months 36 months 60 months 78 months Base Coupon Rate (% per annum) for all categories 10.00% 10.50% 10.25% 10.25% 10.75% 10.50% N.A. N.A. N.A. N.A. NA Additional incentive on Base Coupon Rate (% per annum) for category II & III 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% NA NA NA NA NA Coupon Rate (% per annum) for Category I 10.00% 10.50% 10.25% 10.25% 10.75% 10.50% N.A. N.A. N.A. N.A. NA Coupon Rate (Aggregate of the Base Coupon Rate and the additional incentive on the Base Coupon Rate on any Record Date as applicable to Category II and Category III investors {(A) + (B)}) 10.75% 11.25% 11.00% 11.00% 11.50% 11.25% N.A. N.A. N.A. N.A. NA Effective Yield (Per annum) Category I 10.00% 10.50% 10.25% 10.25% 10.75% 10.50% 9.50% 10.25% 10.75% 10.50% 10.48% Effective Yield (Per annum) Category II & III 10.75% 11.25% 11.00% 11.00% 11.50% 11.25% 10.25% 11.00% 11.50% 11.25% 11.23% Amount (` / NCD) on Maturity*** Category I ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,104.98 ` 1,215.51 ` 1,358.41 ` 1,647.45 `1,913.74 Amount (` / NCD) on Maturity*** Category II & III ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,113.34 ` 1,232.10 ` 1,386.20 ` 1,704.12 `2,000.00 Mode of Payment Through various options available Maturity Date (From Deemed Date of Allotment) for all categories 24 months 36months 60 months 24 months 36months 60 months 400 days 24 months 36months 60 months 78 months Nature of indebtedness Secured and Non-Convertible. Unsecured & Non Convertible Security First pari passu charge on the identified immovable property and a first pari passu charge on current assets, book debts, loans and advances, and receivables including gold loan receivables,both present and future, of our Company. Unsecured Note: a. Our Company would allot Option IV Secured NCDs to all valid applications, wherein the applicants have selected only Secured NCDs, but have not indicated their choice of the relevant options of the Secured NCDs. Our Company would allot Option XI Unsecured NCDs to all valid applications, wherein the applicants have selected only Unsecured NCDs. Our Company would allot Option IV Secured NCDs to all valid applications, wherein the applicants have neither selected Secured NCDs nor Unsecured NCDs. b. Applicants cannot apply for Allotment of NCDs under Options VII, VIII, IX, X and XI in physical form. c. Please note that you cannot apply for the NCDs through the ASBA process if you wish to be Allotted the NCDs in physical form. d. Escrow Collection Banks for the Issue are ICICI Bank Limited and IndusInd Bank Limited e. Basis of Allotment : For details, please refer to page no.16 of the Abridged Prospectus. f. For Grounds for Technical Rejection. Please refer to page no. 15 of the Abridged Prospectus. g. The Members of the Syndicate and the Trading Members of the Stock Exchange shall ensure they shall accept Application Forms only in such cities/ towns where the banking branches (escrow banks) are available. h. Applicants to ensure that they are competent to contract under the Indian Contract Act, 1872 including minors applying through guardians. i. Based on the information provided by the Depositories, the Company shall have the right to accept Applications belonging to an account for the benefit of a minor (under guardianship) j. The details of the collection centres of the Escrow Collection Banks shall be available on the website of BSE at www.bseindia.com k. For further details please refer to the Prospectus.

APPLICANT’S UNDERTAKING IN THE NATRE OF FORM 2A ...APPLICANT’S UNDERTAKING I/We hereby agree and confirm that: 1. I/We have read, understood and agreed to the contents and terms

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Page 1: APPLICANT’S UNDERTAKING IN THE NATRE OF FORM 2A ...APPLICANT’S UNDERTAKING I/We hereby agree and confirm that: 1. I/We have read, understood and agreed to the contents and terms

2 MUTHOOT FINANCE LIMITED

IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

While submitting the Application Form, the Applicant should ensure that the date stamp being put on the Application Form by the Lead Managers/Lead Brokers/Sub Brokers/Trading Member/SCSB matcheswith the date stamp on the Acknowledgement Slip

In case of queries related to allotment/ credit of Allotted NCD/Refund, the Applicants should contact Registrar to the Issue.

In case of ASBA Application submitted to the SCSBs, the Applicants should contact the relevant SCSB. In case of queries related to upload of ASBA Aapplications submitted to the Lead Managers/Lead

Brokers/Sub Brokers/Trading Members Applicants should contact the relevant Lead Managers/Lead Brokers/Sub Brokers/Trading Members.

The grievance arising out of Applications for NCDs made through Trading Members may be addressed directly to BSE.

COMPANY CONTACT DETAILS REGISTRAR CONTACT DETAILSMUTHOOT FINANCE LIMITEDRegistered and Corporate Office: Muthoot Chambers, Opposite Saritha Theatre Complex, 2nd Floor, Banerji Road, Kochi 682 018, India.Tel: (91 484) 239 4712; Fax: (91 484) 239 6506 Website: www.muthootfinance.com;Compliance Officer: Maxin James; Tel.: (91 484) 239 4712; Fax: (91 484) 239 6506 E-mail: [email protected]

LINK INTIME INDIA PRIVATE LIMITEDC-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West) Mumbai 400 078, India. Tel: (91 22) 2596 7878; Fax: (91 22) 2596 0329; Email: [email protected] Grievance Email: [email protected]: www.linkintime.co.in;Contact Person: Dinesh YadavSEBI Registration No.: INR000004058

APPLICANT’S UNDERTAKINGI/We hereby agree and confirm that:1. I/We have read, understood and agreed to the contents and terms and conditions of MUTHOOT FINANCE LIMITED Prospectus dated August 11, 2014 (“Prospectus”).2 I/We hereby apply for allotment of the NCDs to me/us and the amount payable on application is remitted herewith.3. I/We hereby agree to accept the NCDs applied for or such lesser number as may be allotted to me/us in accordance with the contents of the Prospectus subject to applicable statutory and/or regulatory requirements.4. I/We irrevocably give my/our authority and consent to IDBI TRUSTEESHIP SERVICES LIMITED, to act as my/our trustees and for doing such acts as are necessary to carry out their duties in such capacity.5. I am/We are Indian National(s) resident in India and I am/ we are not applying for the said NCDs as nominee(s) of any person resident outside India and/or Foreign National(s).6. The application made by me/us do not exceed the investment limit on the maximum number of NCDs which may be held by me/us under applicable statutory and/or regulatory requirements.7. In making my/our investment decision I/We have relied on my/our own examination of the Issuer and the terms of the Issue, including the merits and risks involved and my/our decision to make this application is solely based on disclosures contained in

the Prospectus.8. I/We have obtained the necessary statutory and/or regulatory permissions/approvals for applying for, subscribing to, and seeking allotment of the NCDs applied for.9. Additional Undertaking, in case of ASBA Applicants:

1) I/We hereby undertake that I/We am/are an ASBA Applicant(s) as per applicable provisions of the SEBI Regulations; 2) In accordance with ASBA process provided in the SEBI Regulations and disclosed in the Prospectus, I/We authorize (a) the Lead Managers/Co-Lead Manager/ Lead Brokers/Sub Brokers and Trading Members (in Specified cities only) or the SCSBs, as the case may be, to do all acts as are necessary to make the Application in the Issue, including uploading my/our application, blocking or unblocking of funds in the bank account maintained with the SCSB as specified in the Application Form, transfer of funds to the Public Issue Account on receipt of instruction from the Registrar to the Issue, after finalization of Basis of Allotment; and (b) the Registrar to the Issue to issue instruction to the SCSBs to unblock the funds in the specified bank account upon finalization of the Basis of Allotment. 3) In case the amount available in the specified Bank Account is insufficient as per the Application, the SCSB shall reject the Application.

10. Additional Undertaking in case the Applicant wishes to hold the Bonds in physical form:1. In terms of Section (8)(1) of the Depositories Act, 1996, I/we wish to hold the NCDs in physical form.2. I/We confirm that the Information provided in this form is true and correct and I/We enclose herewith self attested copies of the KYC Documents.3. I/We confirm that we do not hold any Demat Account.

ISSUE RELATED INFORMATION FOR FILLING THE APPLICATION FORMKYC Documents (To be submitted only for holding NCDs in physical form): Self attested copies of the following documents are required to be submitted by the Applicants as KYC Documents: 1. PAN Card. 2. Proof of Residence. Any of the following documents shall be considered as a verifiable proof of residence: ● ration card issued by the GoI; or ● valid driving license issued by any transport authority of the Republic of India; or ● electricity bill (not older than three months); or ● Landline telephone bill (not older than three months); or ● valid passport issued by the GoI; or ● voter’s identity card issued by the GoI; or ● self attested copies of passbook or latest bank statement issued by a bank operating in India; or ● registered leave and license agreement or agreement for sale or rent agreement or flat maintenance bill. ● AADHAR letter, issued by Unique Identification Authority of India, GoI. 3. A cancelled cheque of the bank account to which the amounts pertaining to payment of refunds, interest and redemption, as applicable, should be credited.For further details pertaining to KYC Documents, see the section titled” Additional instructions for applicants seeking allotment of bonds in Physical form” on Page 14 of this Abridged Prospectus.

Category I (Institutional Investors) Sub-category codeResident Public Financial Institutions 11Statutory Corporations including State Industrial Development Corporations, Commercial Banks,Co-operative Banks and Regional Rural Banks

12

Indian Provident Funds, Pension Funds, Superannuation Funds, Gratuity Fund 13Indian alternative investment funds registered with SEBI 14Indian Insurance Companies registered with the IRDA 15National Investment Fund 16Indian Mutual Funds registered with SEBI 17Insurance funds set up and managed by the Indian army, navy or the air force 18or Department of Posts India.

18

Category II (Non Institutional Investors) Sub-category codeCompanies, Bodies Corporate, Societies 21Public/private/charitable/religious trusts 22Resident Indian Scientific and/or industrial research organizations 23Partnership firms in the name of the partners 24Limited liability partnerships 25Category III (Resident Individuals and HUF) Sub Category CodeResident Indian individuals and Hindu Undivided Families through the Karta 31

INVESTOR CATEGORIES:

2

--------------------------------------------------------------------------------------------------------TEAR HERE---------------------------------------------------------------------------------------------------------

Issue StructureOptions I II III IV V VI VII VIII IX X XIFrequency of Interest Payment Monthly Monthly Monthly Annually Annually Annually NA NA NA NA NAMinimum Application ` 10,000 (10 NCDs) (for all options of NCDs, either taken individually or collectively)Issue Price (` / NCD) ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00Tenor 24 months 36months 60 months 24 months 36 months 60 months 400 days 24 months 36 months 60 months 78 monthsBase Coupon Rate (% per annum) for all categories 10.00% 10.50% 10.25% 10.25% 10.75% 10.50% N.A. N.A. N.A. N.A. NAAdditional incentive on Base Coupon Rate(% per annum) for category II & III 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% NA NA NA NA NA

Coupon Rate (% per annum) for Category I 10.00% 10.50% 10.25% 10.25% 10.75% 10.50% N.A. N.A. N.A. N.A. NACoupon Rate (Aggregate of the Base Coupon Rate and the additional incentive on the Base Coupon Rate on any Record Date as applicable to Category II and Category III investors {(A) + (B)})

10.75% 11.25% 11.00% 11.00% 11.50% 11.25% N.A. N.A. N.A. N.A. NA

Effective Yield (Per annum) Category I 10.00% 10.50% 10.25% 10.25% 10.75% 10.50% 9.50% 10.25% 10.75% 10.50% 10.48%

Effective Yield (Per annum) Category II & III 10.75% 11.25% 11.00% 11.00% 11.50% 11.25% 10.25% 11.00% 11.50% 11.25% 11.23%Amount (` / NCD) on Maturity*** Category I ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,104.98 ` 1,215.51 ` 1,358.41 ` 1,647.45 `1,913.74Amount (` / NCD) on Maturity*** Category II & III ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,113.34 ` 1,232.10 ` 1,386.20 ` 1,704.12 `2,000.00Mode of Payment Through various options availableMaturity Date (From Deemed Date of Allotment) for all categories

24 months 36months 60 months 24 months 36months 60 months 400 days 24 months 36months 60 months 78 months

Nature of indebtedness Secured and Non-Convertible. Unsecured & Non

ConvertibleSecurity First pari passu charge on the identified immovable property and a first pari passu charge on current assets, book

debts, loans and advances, and receivables including gold loan receivables,both present and future, of our Company.Unsecured

Note:a. Our Company would allot Option IV Secured NCDs to all valid applications, wherein the applicants have selected only Secured NCDs, but have not indicated their

choice of the relevant options of the Secured NCDs. Our Company would allot Option XI Unsecured NCDs to all valid applications, wherein the applicants haveselected only Unsecured NCDs. Our Company would allot Option IV Secured NCDs to all valid applications, wherein the applicants have neither selected SecuredNCDs nor Unsecured NCDs.

b. Applicants cannot apply for Allotment of NCDs under Options VII, VIII, IX, X and XI in physical form.c. Please note that you cannot apply for the NCDs through the ASBA process if you wish to be Allotted the NCDs in physical form.d. Escrow Collection Banks for the Issue are ICICI Bank Limited and IndusInd Bank Limitede. Basis of Allotment : For details, please refer to page no.16 of the Abridged Prospectus.f. For Grounds for Technical Rejection. Please refer to page no. 15 of the Abridged Prospectus.g. The Members of the Syndicate and the Trading Members of the Stock Exchange shall ensure they shall accept Application Forms only in such cities/ towns where

the banking branches (escrow banks) are available.h. Applicants to ensure that they are competent to contract under the Indian Contract Act, 1872 including minors applying through guardians.i. Based on the information provided by the Depositories, the Company shall have the right to accept Applications belonging to an account for the benefit of a minor

(under guardianship)j. The details of the collection centres of the Escrow Collection Banks shall be available on the website of BSE at www.bseindia.comk. For further details please refer to the Prospectus.

Page 2: APPLICANT’S UNDERTAKING IN THE NATRE OF FORM 2A ...APPLICANT’S UNDERTAKING I/We hereby agree and confirm that: 1. I/We have read, understood and agreed to the contents and terms

3MUTHOOT FINANCE LIMITED

IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

This Abridged ProsPecTus consisTs of 48 PAges, PleAse ensure ThAT you geT All PAgesPlease ensure that you read the Prospectus and the general instructions contained in this Memorandum before applying in the issue. Unless otherwise specified, all capitalised terms used in this form shall have the meaning ascribed to such terms in the Prospectus. The investors are advised to retain a copy of Prospectus/Abridged Prospectus for their future reference. All reference to pages unless specified refer to the Prospectus.

MuThooT finAnce liMiTedOur Company was originally incorporated as a private limited company on March 14, 1997 under the provisions of the Companies Act, 1956 with corporate identity number L65910KL1997PLC011300, with the name “The Muthoot Finance Private Limited”. Subsequently, by a fresh certificate of incorporation dated May 16, 2007, our name was changed to “Muthoot Finance Private Limited”. Our Company was converted into a public limited company on November 18, 2008 with the name “Muthoot Finance Limited” and received a fresh certificate of incorporation consequent to change in status on December 02, 2008 from the Registrar of Companies, Kerala and Lakshadweep. For further details regarding changes to the name and registered office of our Company, see section titled “History and Main Objects” on page 99 of the Prospectus.

Registered and Corporate Office: Muthoot Chambers, Opposite Saritha Theatre Complex, 2nd Floor, Banerji Road, Kochi 682 018, India.Tel: (91 484) 239 4712; Fax: (91 484) 239 6506; Website: www.muthootfinance.com; Email: [email protected].

Company Secretary and Compliance Officer: Maxin James; Tel: (91 484) 353 5533; Fax: (91 484) 239 6506; E-mail: [email protected]

Public issue by MuThooT finAnce liMiTed, (“coMPAny” or “issuer”) of secured reedeMAble non-conVerTible debenTures And unsecured reedeMAble non-conVerTible debenTures of fAce VAlue of ` 1,000 eAch, (“ncds”), AggregATing uPTo ` 2,000 Million WiTh An oPTion To reTAin oVer-subscriPTion uPTo ` 2,000 Million for issuAnce of AddiTionAl ncds AggregATing To A ToTAl of uPTo ` 4,000 Million, hereinAfTer referred To As The “issue”. The unsecured reedeMAble non-conVerTible debenTures Will be in The nATure of subordinATed debT And Will be eligible for Tier ii cAPiTAl.

generAl risKInvestors are advised to read the Risk Factors carefully before taking an investment decision in the Issue. For taking an investment decision, the investors must rely on their own examination of the Issuer and the Issue including the risks involved. Specific attention of the investors is invited to the Risk Factors on pages 10 to 33 of the Prospectus. This document has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India, the Reserve Bank of India or any stock exchange in India.

issuer’s AbsoluTe resPonsibiliTyThe Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that the Prospectus contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in the Prospectus is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes the Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

crediT rATingThe Secured NCDs proposed to be issued under this Issue have been rated “[ICRA]AA-/Stable” by ICRA for an amount of upto ` 4,000 million vide its letter dated July 25, 2014. The Unsecured NCDs proposed to be issued under this Issue have been rated “[ICRA]AA-/Stable” by ICRA for an amount of upto ` 4,000 million vide its letter dated July 25, 2014. The rating of the Secured NCDs and Unsecured NCDs by ICRA indicates high degree of safety regarding timely servicing of financial obligations. The rating provided by ICRA may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decisions. Please refer to pages 317 to 325 of the Prospectus for rating letter and rationale for the above rating.

lisTingThe NCDs offered through the Prospectus are proposed to be listed on BSE. Our Company has obtained an ‘in-principle’ approval for the Issue from BSE vide the letter dated August 08, 2014. For the purposes of the Issue, BSE shall be the Designated Stock Exchange.

issue ProgrAM*issue oPens on AugusT 18, 2014 issue closes on sePTeMber 18, 2014

* The subscription list shall remain open at the commencement of banking hours and close at the close of banking hours for the period as indicated, with an option for early closure or extension by such period, as may be decided by the Board or the duly authorised committee of the Board constituted by resolution of the Board dated July 25, 2011. In the event of such early closure of or extension subscription list of the Issue, our Company shall ensure that notice of such early closure or extension is given to the prospective investors through an advertisement in a leading daily national newspaper on or before such earlier date or extended date of closure. Applications Forms for the Issue will be accepted only from 10:00 a.m. till 5.00 p.m. (Indian Standard Time) or such extended time as may be permitted by BSE, on Working Days during the Issue Period. On the Issue Closing Date, Application Forms will be accepted only from 10:00 a.m. till 3.00 p.m. (Indian Standard Time) and uploaded until 5.00 p.m. (Indian Standard Time) or such extended time as may be permitted by BSE.

IDBI Trusteeship Services Limited has by its letter dated July 23, 2014 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in the Prospectus and in all the subsequent periodical communications sent to the holders of the Debentures issued pursuant to this Issue.

A copy of the Prospectus shall be filed with the Registrar of Companies, Kerala and Lakshadweep, in terms of section 26 of the Companies Act, 2013, applicable as on date of the Prospectus along with the endorsed/certified copies of all requisite documents. For further details please refer to the section titled “Material Contracts and Documents for Inspection” beginning on page 314 of the Prospectus.

PleAse reAd The risK fAcTors cArefully. see secTion TiTled “risK fAcTors” on PAge no. 37 of This Abridged ProsPecTus

Page 3: APPLICANT’S UNDERTAKING IN THE NATRE OF FORM 2A ...APPLICANT’S UNDERTAKING I/We hereby agree and confirm that: 1. I/We have read, understood and agreed to the contents and terms

4 MUTHOOT FINANCE LIMITED

IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

leAd MAnAger

icici securiTies liMiTed H.T. Parekh Marg, Churchgate, Mumbai 400 020, IndiaTel: (91 22) 2288 2460Fax: (91 22) 2282 6580Email: [email protected] Grievance Email: [email protected]: www.icicisecurities.comContact Person: Payal Kulkarni / Manvendra TiwariSEBI Registration No.: INM000011179

regisTrAr To The issue

linK inTiMe indiA PriVATe liMiTedC-13, Pannalal Silk Mills Compound L.B.S. Marg, Bhandup (West), Mumbai 400 078, IndiaTel: (91 22) 2596 7878Fax: (91 22) 2596 0329Email: [email protected] Grievance Email: [email protected]: www.linkintime.co.inContact Person: Dinesh YadavSEBI Registration No.: INR000004058

debenTure TrusTee

idbi TrusTeeshiP serVices liMiTedAsian Building, Ground Floor17 R, Kamani Marg, Ballard EstateMumbai 400 001, IndiaTel: (91 22) 4080 7000Fax: (91 22) 6631 1776Email: [email protected]: www.idbitrustee.co.inContact Person: Abhishek JavadekarSEBI Registration No.: IND000000460

chief finAnciAl officer

ooMMen K. MAMMenMuthoot ChambersOpposite Saritha Theatre Complex2nd Floor, Banerji RoadKochi 682 018Kerala, IndiaTel: (91 484) 239 7156Fax: (91 484) 239 6506Email: [email protected]

coMPAny secreTAry And coMPliAnce officer

MAxin JAMesMuthoot ChambersOpposite Saritha Theatre Complex2nd Floor, Banerji RoadKochi 682 018Kerala, IndiaTel: (91 484) 353 5533Fax: (91 484) 239 6506Email: [email protected]

sTATuTory AudiTors

rAngAMAni & coChartered Accountants17/598, 2nd FloorCard Bank BuildingWest of YMCAVCSB RoadAllepey 688 011Kerala, IndiaTel: (91 477) 226 1542Fax: (91 477) 226 1542Email: [email protected]

crediT rATing Agencies

icrA liMiTed1105, Kailash Building11th Floor, Kasturba Gandhi MargNew Delhi – 110001, IndiaTelephone: (+9111) 23357940-50Facsimile: (+9111) 23357014Website: www.icra.inSEBI Registration Number: IN/CRA/003/1999

legAl AdVisors To The issue

AZb & PArTners AZB House, 67-44th Cross, Lavelle RoadBangalore 560 001, IndiaTel: (91 80) 4240 0500Fax: (91 80) 2221 3947

leAd broKers

Axis Capital Limited, Edelweiss Broking Limited, HDFC Securities Limited, ICICI Securities Limited, India Infoline Limited, Integrated Enterprises (India) Limited, RR Equity Brokers Private Limited, SMC Global Securities Limited, JM Financial Services Limited, Karvy Stock Broking Limited, Kotak Securities Limited, Muthoot Securities Limited, Tipsons Stock Brokers Private Limited

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5MUTHOOT FINANCE LIMITED

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disclAiMerPARTICIPATION OF ANY OF THE AFOREMENTIONED CATEGORIES OF PERSONS OR ENTITIES IS SUBJECT TO THE APPLICABLE STATUTORY AND/OR REGULATORY REQUIREMENTS IN CONNECTION WITH THE SUBSCRIPTION TO INDIAN SECURITIES BY SUCH CATEGORIES OF PERSONS OR ENTITIES.APPLICANTS ARE ADVISED TO ENSURE THAT THE NCDS APPLIED FOR DOES NOT EXCEED THE ISSUE SIZE AND/ OR INVESTMENT LIMIT OR MAXIMUM NUMBER OF NCDS THAT CAN BE HELD BY THEM UNDER THE APPLICABLE LAWS OR REGULATIONS OR MAXIMUM AMOUNT PERMISSIBLE UNDER THE APPLICABLE REGULATIONS. APPLICANTS ARE ADVISED TO ENSURE THAT THEY HAVE OBTAINED THE NECESSARY STATUTORY AND/OR REGULATORY PERMISSIONS/CONSENTS/APPROVALS IN CONNECTION WITH APPLYING FOR, SUBSCRIBING TO, OR SEEKING ALLOTMENT OF NCDS PURSUANT TO THE ISSUE.APPLICANTS ARE ADVISED TO READ THE PROSPECTUS DATED AUGUST 11, 2014 (“PROSPECTUS”) FILED WITH REGISTRAR OF COMPANIES AND THE GENERAL INSTRUCTIONS CONTAINED IN THIS APPLICATION FORM CAREFULLY AND TO SATISFY THEMSELVES OF THE DISCLOSURES BEFORE MAKING AN APPLICATION FOR SUBSCRIPTION. UNLESS OTHERWISE SPECIFIED, ALL THE TERMS USED IN THIS APPLICATION FORM HAVE THE SAME MEANING AS IN THE PROSPECTUS. FOR A COPY OF THE PROSPECTUS, THE APPLICANT MAY REQUEST US AND/OR THE LEAD MANAGERS. FURTHER INVESTORS ARE ADVISED TO RETAIN THE COPY OF THE PROSPECTUS/ABRIDGED PROSPECTUS FOR THEIR FUTURE REFERENCE. PLEASE FILL IN THE FORM IN ENGLISH USING BLOCK LETTERS. INVESTORS SHOULD CAREFULLY CHOOSE THE SERIES OF NCDS THEY WISH TO APPLY FOR. PLEASE REFER TO TERMS OF THE ISSUE ON PAGE 18 OF THIS ABRIDGED PROSPECTUS.

bAnKer(s) To The issue

icici bank limited2nd Floor, Adonia Towers,SA Road, Kadavanthara,Kochi 682 020, India,Tel: (91 484)401 1365Fax: (91 484)401 1359Email: [email protected] Person: Letha T NairWebsite: www.icicibank.comSEBI Registration No.: INBI00000004indusind bank limitedSolitaire Corporate ParkNo. 1001, Building No, 10 Ground Floor, Guru Hargovindji Marg, Andheri (East),Mumbai 400 093Tel: (91 22) 6772 3901 to 3917Fax: (91 22) 6772 3998Email: [email protected] Person: Sanjay VasarkarWebsite: www.indusind.comSEBI Registration No.: INBI00000002

refund bAnK(s)indusind bank limitedSolitaire Corporate ParkNo. 1001, Building No, 10Ground Floor, Guru Hargovindji MargAndheri (East)Mumbai 400 093Tel: (91 22) 6772 3901 to 3917Fax: (91 22) 6772 3998Email: [email protected] Person: Sanjay VasarkarWebsite: www.indusind.comSEBI Registration No.: INBI00000002

self cerTified syndicATe bAnKsThe banks which are registered with SEBI under the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994 and offer services in relation to ASBA, including blocking of an ASBA Account, a list of which is available on http://www.sebi.gov.in/cms/sebi_data/attachdocs/1366178697250.html or at such other website as may be prescribed by SEBI from time to time.

TAble of conTenTs

OBJECTS OF THE ISSUE 6ISSUE PROCEDURE 6OTHER INSTRUCTIONS 14TERMS OF THE ISSUE 18STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO DEBENTURE HOLDERS

27

CAPITAL STRUCTURE 28OUR MANAGEMENT 29FINANCIAL INFORMATION 31LEGAL AND OTHER INFORMATION 33RISK FACTORS 37DECLARATION 39TIMING FOR SUBMISSION OF APPLICATION FORMS

40

CENTERS FOR AVAILABILITY AND ACCEPTANCE OF APPLICATION FORMS

40

LIST OF SELF CERTIFIED SYNDICATE BANKS (SCSBs)

48

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6 MUTHOOT FINANCE LIMITED

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deTAils PerTAining To The issue

obJecTs of The issue1. issue proceedsOur Company has filed the Prospectus for a public issue of Secured NCDs and Unsecured NCDs aggregating upto ` 2,000 million with an option to retain over-subscription upto ` 2,000 million for issuance of additional Secured NCDs and Unsecured NCDs aggregating to a total of upto ` 4,000 million.The details of the proceeds of the Issue are summarized below:

Particulars estimated amount (in ` million)

Gross proceeds to be raised through the Issue

4,000

Less: - Issue related expenses 110Net proceeds of the Issue after deducting the Issue related expenses

3,890

The Net Proceeds raised through this Issue will be utilised for following activities in the ratio provided as below :a) For the purpose of lending- 75% of the amount raised and allotted

in the Issueb) For General Corporate Purposes- 25% of the amount raised and

allotted in the IssueThe Unsecured NCDs will be in the nature of Subordinated Debt and will be eligible for Tier II capital and accordingly will be utilised in accordance with statutory and regulatory requirements including requirements of RBI.The main objects clause of the Memorandum of Association of our Company permits our Company to undertake its existing activities as well as the activities for which the funds are being raised through this Issue.2. Monitoring of utilisation of fundsThere is no requirement for appointment of a monitoring agency in terms of the SEBI Debt Regulations. The Board of Directors of our Company shall monitor the utilisation of the proceeds of the Issue. Our Company will disclose in the Company’s financial statements for the relevant financial year commencing from Financial Year 2014, the utilisation of the proceeds of the Issue under a separate head along with details, if any, in relation to all such proceeds of the Issue that have not been utilised thereby also indicating investments, if any, of such unutilised proceeds of the Issue.3. interim use of proceedsThe management of the Company, in accordance with the policies formulated by it from time to time, will have flexibility in deploying the proceeds received from the Issue. Pending utilisation of the proceeds out of the Issue for the purposes described above, the Company intends to temporarily invest funds in high quality interest bearing liquid instruments including money market mutual funds, deposits with banks or temporarily deploy the funds in investment grade interest bearing securities as may be approved by the Board / Committee of Directors of the Company, as the case may be. Such investment would be in accordance with the investment policy of our Company approved by the Board or any committee thereof from time to time.4. Other confirmationsIn accordance with the SEBI Debt Regulations, our Company will not utilise the proceeds of the Issue for providing loans to or acquisition of shares of any person who is a part of the same group as our Company or who is under the same management as our Company or any subsidiary of our Company.The Issue proceeds shall not be utilised towards full or part consideration for the purchase or any other acquisition, inter alia by way of a lease, of any property.

No part of the proceeds from this Issue will be paid by us as consideration to our Promoter, our Directors, Key Managerial Personnel, or companies promoted by our Promoter except in the usual course of business.Further the Company undertakes that Issue proceeds from NCDs allotted to banks shall not be used for any purpose, which may be in contravention of the RBI guidelines on bank financing to NBFCs including those relating to classification as capital market exposure or any other sectors that are prohibited under the RBI regulations.The Company confirms that it will not use the proceeds of the Issue for the purchase of any business or in the purchase of any interest in any business whereby the Company shall become entitled to the capital or profit or losses or both in such business exceeding 50% thereof, the acquisition of any immovable property or acquisition of securities of any other body corporate.

issue ProcedureThis section applies to all Applicants. ASBA Applicants and Applicants applying through the Direct Online Application Mechanism (as defined hereinafter) should note that the ASBA process and the Direct Online Application Mechanism involve application procedures that are different from the procedure applicable to all other Applicants. Please note that all Applicants are required to pay the full Application Amount or ensure that the ASBA Account has sufficient credit balance such that the entire Application Amount can be blocked by the SCSB while making an Application. In case of ASBA Applicants, an amount equivalent to the full Application Amount will be blocked by the SCSBs in the relevant ASBA Accounts.ASBA Applicants should note that they may submit their ASBA Applications to the Members of the Syndicate or Trading Members of the Stock Exchange only at the Syndicate ASBA Application Locations, or directly to the Designated Branches of the SCSBs. Applicants other than direct ASBA Applicants are required to submit their Applications to the Members of the Syndicate or Trading Members (at the application centres of the Members of the Syndicate will be mentioned in the Application Form) or make online Applications using the online payment gateway of the Stock Exchanges.Applicants are advised to make their independent investigations and ensure that their Applications do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable law or as specified in the Prospectus.Please note that this section has been prepared based on the circular no. CIR./IMD/DF-1/20/2012 dated July 27, 2012 issued by SEBI (“Debt Application Circular”). The procedure mentioned in this section is subject to the Stock Exchanges putting in place the necessary systems and infrastructure for implementation of the provisions of the abovementioned circular, including the systems and infrastructure required in relation to Applications made through the Direct Online Application Mechanism and the online payment gateways to be offered by Stock Exchanges and accordingly is subject to any further clarifications, notification, modification, direction, instructions and/or correspondence that may be issued by the Stock Exchanges and/or SEBI.Please note that clarificationsand/or confirmations regarding the implementation of the requisite infrastructure and facilities in relation to direct online applications and online payment facility have been sought from the Stock Exchangeand the StockExchange has confirmed that the necessary infrastructure and facilities for the same have not been implemented by the Stock Exchange. Hence, the Direct Online Application facility will not be available for this Issue.PLEASE NOTE THAT ALL TRADING MEMBERS OF THE STOCK EXCHANGE(S) WHO WISH TO COLLECT AND UPLOAD APPLICATION IN THIS ISSUE ON THE ELECTRONIC APPLICATION PLATFORM PROVIDED BY THE STOCK EXCHANGES WILL NEED TO APPROACH THE RESPECTIVE STOCK EXCHANGE(S) AND FOLLOW THE REQUISITE PROCEDURES AS MAY BE PRESCRIBED BY THE RELEVANT

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STOCK EXCHANGE. THE FOLLOWING SECTION MAY CONSEQUENTLY UNDERGO CHANGE BETWEEN THE DATES OF THE PROSPECTUS, THE ISSUE OPENING DATE AND THE ISSUE CLOSING DATE.The MeMbers of The syndicATe And The coMPAny shAll noT be resPonsible or liAble for Any errors or oMMissions on The PArT of The TrAding MeMbers in connecTion WiTh The resPosibiliTy of such TrAding MeMbers in relATion To collecTion And uPloAd of APPlicATions in This issue on The elecTronic APPlicATion PlATforM ProVided by The sTocK exchAnges. furTher, The releVAnT sTocK exchAnge shAll be resPonsible for Addressing inVesTor greiVAnces Arising froM APPlicATions Through TrAding MeMbers regisTered WiTh such sTocK exchAnge.Please note that for the purposes of this section, the term “Working day” shall mean all days excluding sundays or a public holiday in India or at any other payment centre notified in terms of the negotiable instruments Act, 1881, except with reference to issue Period and record date, where working days shall mean all days, excluding saturdays, sundays and public holiday in india or at any other payment centre notified in terms of the Negotiable instruments Act, 1881.5. Who can apply?The following categories of persons are eligible to apply in the Issue.category i• Public financial institutions, statutory corporations, commercial

banks, co-operative banks and RRBs, multilateral and bilateral development financial institutions, and state industrial development corporations which are authorised to invest in the NCDs;

• Provident funds, pension funds, superannuation funds and gratuity funds, which are authorised to invest in the NCDs;

• Alternative Investment Funds, subject to investment conditions applicable to them under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012;

• Insurance Companies;• State industrial development corporations;• Insurance funds set up and managed by the army, navy, or air force

of the Union of India;• Insurance funds set up and managed by the Department of Posts,

the Union of India;• National Investment Fund; and• Mutual Funds.category ii• Companies; bodies corporate and societies registered under the

applicable laws in India and authorised to invest in the NCDs;• Public/ private charitable/ religious trusts which are authorised to

invest in the NCDs;• Scientific and/or industrial research organisations, which are

authorised to invest in the NCDs;• Partnership firms in the name of the partners;• Limited Liability Partnerships formed and registered under the

provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009); and

category iii• Resident Indian individuals and Hindu Undivided Families through

the Karta.Participation of any of the aforementioned categories of persons or entities is subject to the applicable statutory and/or regulatory requirements in connection with the subscription to Indian securities by such categories of persons or entities.Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory permissions/consents/

approvals in connection with applying for, subscribing to, or seeking allotment of ncds pursuant to the issue.The Lead Manager and its respective associates and affiliates are permitted to subscribe in the Issue.The information below is given for the benefit of Applicants. Our Company and the Lead Manager are not liable for any amendment or modification or changes in applicable laws or regulations, which may occur after the date of the Prospectus.6. how to apply?Availability of Prospectus and Application FormsPlease note that there is a single Application form for AsbA Applicants as well as non-AsbA Applicants who are persons resident in india.Copies of the abridged Prospectus containing the salient features of the Prospectus together with Application Forms and copies of the Prospectus may be obtained from our Registered Office, the Lead Manager, the Registrar, the Lead Brokers and the Designated Branches of the SCSBs. Additionally the Prospectus and the Application Forms will be available(i) for download on the website of BSE at www.bseindia.com, and

the website of the Lead Manager atwww.icicisecurities.com; and(ii) at the designated branches of the SCSB and the Members of the

Syndicate at the Syndicate ASBA Application Locations.Electronic Application Forms will also be available on the website of the Stock Exchange. A hyperlink to the website of the Stock Exchange for this facility will be provided on the website of the Lead Manager and the SCSBs. Further, Application Forms will also be provided to Trading Members at their request.7. Methods of ApplicationAn eligible investor desirous of applying in the Issue can make Applications by one of the following methods:1. Applications through the ASBA process; and2. Non-ASBA Applications.Applicants are requested to note that in terms of the Debt Application Circular, SEBI has mandated issuers to provide, through a recognized stock exchange which offers such a facility, an online interface enabling direct application by investors to a public issue of debt securities with an online payment facility (“direct online Application Mechanism”). In this regard, SEBI has, through the Debt Application Circular, directed recognized stock exchanges in India to put in necessary systems and infrastructure for the implementation of the Debt Application Circular and the Direct Online Application Mechanism infrastructure for the implementation of the Debt Application Circular and the Direct Online Application Mechanism. Please note that the Applicants will not have the option to apply for NCDs under the Issue, through the direct online applications mechanism of the Stock Exchange. Please note that clarifications and/or confirmations regarding the implementation of the requisite infrastructure and facilities in relation to direct online applications and online payment facility have been sought from the Stock Exchange and the Stock Exchange has confirmed that the necessary infrastructure and facilities for the same have not been implemented by the Stock Exchange. Hence, the Direct Online Application facility will not be available for this Issue.Applications through the ASBA processApplicants can submit their Applications through the ASBA process by submitting the Application Forms in physical mode to the SCSB with whom the ASBA Account is maintained or through the Members of the Syndicate or Trading Members (ASBA Applications through the Members of the Syndicate and Trading Members shall hereinafter be referred to as the “syndicate AsbA”), prior to or on the Issue Closing Date. AsbA Applications through the Members of the syndicate and Trading Members is permitted only at the syndicate AsbA Application locations (Mumbai, chennai, Kolkata, delhi, Ahmedabad, rajkot, Jaipur, bangalore, hyderabad, Pune, Vadodara and surat). Kindly note that Application Forms submitted by ASBA Applicants to Members of the Syndicate and the Trading Members at

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the Syndicate ASBA Application Locations will not be accepted if the SCSB with which the ASBA Account, as specified in the Application Form is maintained has not named at least one branch at that location for the Member of the Syndicate or the Trading Members to deposit the Application Form (A list of such branches is available at http://www.sebi.gov.in/cms/sebi_data/attachdocs/1366178697250.html. The Members of Syndicate and Trading Members shall accept ASBA Applications only at the Syndicate ASBA Application Locations and should ensure that they verify the details about the ASBA Account and relevant SCSB prior to accepting the Application Form.Trading Members shall, upon receipt of physical Application Forms from ASBA Applicants, upload the details of these Application Forms to the online platform of the Stock Exchange and submit these Application Forms with the SCSB with whom the relevant ASBA Accounts are maintained in accordance with the Debt Application Circular.An ASBA Applicant shall submit the Application Form, which shall be stamped at the relevant Designated Branch of the SCSB. Application Forms in physical mode, which shall be stamped, can also be submitted to be Members of the Syndicate and the Trading Members at the Syndicate ASBA Application Locations. The SCSB shall block an amount in the ASBA Account equal to the Application Amount specified in the Application Form.Our Company, our directors, affiliates, associates and their respective directors and officers, Lead Manager and the Registrar shall not take any responsibility for acts, mistakes, errors, omissions and commissions etc. in relation to ASBA Applications accepted by SCSBs and Trading Members, Applications uploaded by SCSBs, Applications accepted but not uploaded by SCSBs or Applications accepted and uploaded without blocking funds in the ASBA Accounts. It shall be presumed that for Applications uploaded by SCSBs, the Application Amount has been blocked in the relevant ASBA Account. Further, all grievances against Trading Members in relation to the Issue should be made by Applicants directly to the Stock Exchange.Please note that you cannot apply for the ncds through the AsbA process if you wish to be Allotted the ncds in physical form.Non-ASBA Applications(i) Non- ASBA Applications for Allotment of the NCDs in dematerialised formApplicants may submit duly filled in Application Forms either in physical or downloaded Application Forms to the Members of the Syndicate or the Trading Members accompanied by account payee cheques/ demand drafts prior to or on the Issue Closing Date. The Members of the Syndicate and Trading Members shall, upload the non-ASBA Application on the online platforms of the Stock Exchange from 10:00 a.m. till 5.00 p.m. (Indian Standard Time) during the Issue Period, following which they shall acknowledge the uploading of the Application Form by stamping the acknowledgment slip with the date and time and returning it to the Applicant. This acknowledgment slip shall serve as the duplicate of the Application Form for the records of the Applicant and the Applicant should preserve this and should provide the same for any grievances relating to their Applications.Upon uploading the Application on the online platform of the Stock Exchange, the Members of the Syndicate and Trading Members will submit the Application Forms, along with the relevant payment instruments (cheques or demand drafts) to the Escrow Collection Banks, which will realise the payment instrument, and send the Application details to the Registrar. The Members of the Syndicate/ Trading Members are requested to note that all Applicants are required to be banked with only the designated branches of Escrow Collection Banks, as mentioned in the Application Form. The Registrar shall match the Application details as received from the online platform of the Stock Exchange with the Application Amount details received from the Escrow Collection Banks for reconciliation of funds received from the Escrow Collection Banks. In case of discrepancies between the two data bases, the details received from the online platform of the Stock Exchange will prevail. Upon Allotment, the Registrar will

credit the NCDs in the demat accounts of the successful Applicants as mentioned in the Application Form.Please note that neither our Company, nor the Members of the Syndicate, nor the Registrar shall be responsible for redressal of any grievances that Applicants may have in regard to the non-ASBA Applications made to the Trading Members, including, without limitation, relating to non-upload of the Applications data. All grievances against Trading Members in relation to the Issue should be made by Applicants to the relevant Stock Exchange.(ii) Non- ASBA Applications for Allotment of the NCDs in physical form*Applicants can also apply for Allotment of the NCDs (under (Option I, Option II, Option III ,Option IV, Option V, Option VI) in physical form by submitting duly filled in Application Forms to the Members of the Syndicate or the Trading Members, along with the accompanying account payee cheques or demand drafts representing the full Application Amount and KYC documents as specified in the sections titled “Issue Procedure – Applications by various Applicant Categories” and “Issue Procedure - Additional instructions specific for Applicants seeking Allotment of the NCDs in physical form” at pages 242 and 243 of the Prospectus. The Members of the Syndicate and Trading Members shall, upon submission of the Application Forms to them, verify and check the KYC documents submitted by such Applicants and upload details of the Application on the online platform of the Stock Exchange, following which they shall acknowledge the uploading of the Application Form by stamping the acknowledgment slip with the date and time and returning it to the Applicant. This acknowledgment slip shall serve as the duplicate of the Application Form for the records of the Applicant and the Applicant shall preserve this and should provide the same for any queries relating to non-Allotment of NCDs in the Issue.Upon uploading of the Application details, the Members of the Syndicate and Trading Members will submit the Application Forms, along with the payment instruments to the Escrow Collection Banks, which will realise the payment instrument, and send the Application Form and the KYC documents to the Registrar, who shall check the KYC documents submitted and match Application details as received from the online platform of the Stock Exchange with the Application Amount details received from the Escrow Collection Banks for reconciliation of funds received from the Escrow Collection Banks. In case of discrepancies between the two data bases, the details received from the online platform of the Stock Exchange will prevail. The Members of the Syndicate/ Trading Members are requested to note that all Applicants are required to be banked with only the designated branches of Escrow Collection Banks, as mentioned in the Application Form. Upon Allotment, the Registrar will dispatch NCD Certificates to the successful Applicants to their addresses as provided in the Application Form by means of speed post or registered post. Please note that, in the event that Kyc documents of an Applicant are not in order, the registrar will withhold the dispatch of NCD Certificates pending receipt of complete Kyc documents from such Applicant. in such circumstances, successful Applicants should provide complete KYC documents to the registrar at the earliest.Please note that in such an event, any delay by the Applicant to provide complete KYC documents to the Registrar will be at the Applicant’s sole risk and neither our company, the registrar, the escrow collection banks, or the Members of the syndicate, will be liable to compensate the Applicants for any losses caused to them due to any such delay, or liable to pay any interest on the Application Amounts for such period during which the ncd Certificates are withheld by the Registrar. Further, our Company will not be liable for any delays in payment of interest on the ncds allotted to such Applicants, and will will not be liable to compensate such Applicants for any losses caused to them due to any such delay, or liable to pay any interest for such delay in payment of interest on the ncds.Members of the Syndicate or Trading Members are also required to ensure that the Applicants are competent to contract under the Indian

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Contract Act, 1872 including minors applying through guardians, at the time of acceptance of the Application Forms.*As per Section 29 of the Companies Act, 2013, debentures may be issued to the public only in dematerialised form. In this regard, we had sought permission from SEBI vide letter dated December 12, 2013 for issuance of NCDs pursuant to this Issue in physical as well as dematerialisedform. Thereafter we have received approval from SEBI, vide letter dated December 20, 2013, for issuance of NCDs pursuant to this Issue in physical as well as dematerialised form.To supplement the foregoing, the mode and manner of Application and submission of Application Forms is illustrated in the following chart.

Mode of Application

To whom the Application form has to be submitted

ASBA Applications

i. to the Members of the Syndicate only at the Syndicate ASBA Application Locations; or

ii. to the Designated Branches of the SCSBs where the ASBA Account is maintained;

or iii. to Trading Members only at the Syndicate

ASBA Application Locations.8. Application sizeEach Application should be for a minimum of 10 NCDs and in multiples of one NCD thereafter(for all options of NCDs, namely Option I, Option II, Option III, Option IV, Option V, Option VI, Option VII, Option VIII, Option IX, Option X and Option XI either taken individually or collectively).

APPlicATions by VArious APPlicAnT cATegories9. Applications by Mutual fundsA mutual fund scheme cannot invest more than 15.00% of its NAV in debt instruments issued by a single company which are rated not below investment grade by a credit rating agency authorised to carry out such activity. Such investment limit may be extended to 20.00% of the NAV of the scheme with the prior approval of the board of trustees and the board of asset management company.A separate Application can be made in respect of each scheme of an Indian mutual fund registered with SEBI and such Applications shall not be treated as multiple Applications. Applications made by the AMCs or custodians of a Mutual Fund shall clearly indicate the name of the concerned scheme for which the Application is being made. An Applications Forms by a mutual fund registered with SEBI for Allotment of the NCDs in physical form must be also accompanied by certified true copies of (i) its SEBI registration certificates (ii) the trust deed in respect of such mutual fund (ii) a resolution authorising investment and containing operating instructions and (iii) specimen signatures of authorized signatories. Failing this, our Company reserves the right to accept or reject any Application from a Mutual Fund for Allotment of the NCDs in physical form in whole or in part, in either case, without assigning any reason therefor.10. Application by Scheduled Banks, Co-operative Banks and

rrbsScheduled Banks, Co-operative Banks and RRBs can apply in this Issue based upon their own investment limits and approvals. Applications by them for Allotment of the NCDs in physical form must be accompanied by certified true copies of (i) a board resolution authorising investments; and (ii) a letter of authorisation. Failing this, our Company reserves the right to accept or reject any Application for Allotment of the NCDs in physical form in whole or in part, in either case, without assigning any reason therefor.11. Application by insurance companiesIn case of Applications for Allotment of the NCDs in physical form made by an Insurance Company, a certified copy of its certificate of registration issued by IRDA must be lodged along with Application Form. The Applications must be accompanied by certified copies of

(i) its Memorandum and Articles of Association; (ii) a power of attorney (iii) a resolution authorising investment and containing operating instructions; and (iv) specimen signatures of authorized signatories. Failing this, our Company reserves the right to accept or reject any Application for Allotment of the NCDs in physical form in whole or in part, in either case, without assigning any reason therefor.12. Applications by Alternative Investments FundsApplications made by an Alternative Investments Fund eligible to invest in accordance with the Securities and Exchange Board of India (Alternate Investment Funds) Regulations, 2012, must be accompanied by certified true copies of: (i) the SEBI registration certificate of such Alternative Investment Fund; (ii) a resolution authorising the investment and containing operating instructions; and (iii) specimen signatures of authorised persons. Failing this, our Company reserves the right to accept or reject any Applications for Allotment of the NCDs in whole or in part, in either case, without assigning any reason thereof. Alternative Investment Funds applying for Allotment of the NCDs shall at all time comply with the conditions for categories as per their SEBI registration certificate and the Securities and Exchange Board of India (Alternate Investment Funds) Regulations, 2012.13. Applications by TrustsIn case of Applications for Allotment of the NCDs in physical form made by trusts, settled under the Indian Trusts Act, 1882, or any other statutory and/or regulatory provision governing the settlement of trusts in India, Applicants must submit a (i) a certified copy of the registered instrument for creation of such trust; (ii) a power of attorney, if any, in favour of one or more trustees thereof; (iii) such other documents evidencing registration thereof under applicable statutory/regulatory requirements. Further, any trusts applying for NCDs pursuant to the Issue must ensure that (a) they are authorised under applicable statutory/regulatory requirements and their constitution instrument to hold and invest in debentures; (b) they have obtained all necessary approvals, consents or other authorisations, which may be required under applicable statutory and/or regulatory requirements to invest in debentures; and (c) Applications made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory provisions. Failing this, our Company reserves the right to accept or reject any Applications for Allotment of the NCDs in physical form in whole or in part, in either case, without assigning any reason therefor.14. Applications by Public financial institutions or statutory

corporations, which are authorized to invest in the NCDsApplications by Public Financial Institutions or statutory corporation for Allotment of the NCDs in physical form must be accompanied by certified true copies of: (i) any Act/rules under which such Applicant is incorporated; (ii) a resolution of the board of directors of such Applicant authorising investments; and (iii) specimen signature of authorized persons of such Applicant. Failing this, our Company reserves the right to accept or reject any Applications for Allotment of the NCDs in physical form in whole or in part, in either case, without assigning any reason therefor.15. Applications made by companies, bodies corporate and

societies registered under the applicable laws in indiaApplications made by companies, bodies corporate and registered societies for Allotment of the NCDs in physical form must be accompanied by certified true copies of: (i) any Act/rules under which such Applicant is incorporated; (ii) a resolution of the board of directors of such Applicant authorising investments; and (iii) specimen signature of authorized persons of such Applicant. Failing this, our Company reserves the right to accept or reject any Applications for Allotment of the NCDs in physical form in whole or in part, in either case, without assigning any reason therefor.16. Indian scientific and/ or industrial research organizations,

which are authorized to invest in the NCDsApplications by scientific and/ or industrial research organisations which are authorised to invest in the NCDs must be accompanied by

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certified true copies of: (i) any Act/rules under which such Applicant is incorporated; (ii) a resolution of the board of directors of such Applicant authorising investments; and (iii) specimen signature of authorized persons of such Applicant. Failing this, our Company reserves the right to accept or reject any Applications for Allotment of the NCDs in physical form in whole or in part, in either case, without assigning any reason therefor.17. Partnership firms formed under applicable Indian laws in

the name of the partners and limited liability Partnerships formed and registered under the provisions of the Limited liability Partnership Act, 2008

Applications made by partnership firms and limited liability partnerships formed and registered under the Limited Liability Partnership Act, 2008 must be accompanied by certified true copies of: (i) the partnership deed for such Applicants; (ii) any documents evidencing registration of such Applicant thereof under applicable statutory/regulatory requirements; (iii) a resolution authorizing the investment and containing operating instructions; and (iv) specimen signature of authorized persons of such Applicant. Failing this, our Company reserves the right to accept or reject any Applications for Allotment of the NCDs in physical form in whole or in part, in either case, without assigning any reason therefor.18. Applications under a power of attorney by limited companies,

corporate bodies and registered societiesIn case of Applications made pursuant to a power of attorney by Applicants from Category I, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum of association and articles of association and/or bye laws must be lodged along with the Application Form. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor.In case of Applications made pursuant to a power of attorney by Applicants from Category II and Category III, a certified copy of the power of attorney must be lodged along with the Application Form.In case of physical ASBA Applications made pursuant to a power of attorney, a certified copy of the power of attorney must be lodged along with the Application Form. Failing this, our Company, in consultation with the Lead Manager, reserves the right to reject such Applications.Our Company, in its absolute discretion, reserves the right to relax the above condition of attaching the power of attorney along with the Application forms subject to such terms and conditions that our Company and the Lead Manager may deem fit.19. Applications by provident funds, pension funds, superannuation

funds and gratuity funds which are authorized to invest in the ncds

Applications by provident funds, pension funds, superannuation funds and gratuity funds which are authorised to invest in the NCDs, for Allotment of the NCDs in physical form must be accompanied by certified true copies of: (i) any Act/rules under which they are incorporated; (ii) a power of attorney, if any, in favour of one or more trustees thereof, (ii) a board resolution authorising investments; (iii) such other documents evidencing registration thereof under applicable statutory/regulatory requirements; (iv) specimen signature of authorized person; (v) a certified copy of the registered instrument for creation of such fund/trust; and (vi) any tax exemption certificate issued by Income Tax authorities. Failing this, our Company reserves the right to accept or reject any Applications for Allotment of the NCDs in physical form in whole or in part, in either case, without assigning any reason therefor.20. Applications by National Investment FundsApplication made by a National Invest Fund for Allotment of the NCDs in physical form must be accompanied by certified true copies of: (i) a resolution authorising investment and containing operating instructions; and (ii) specimen signatures of authorized persons. Failing this, our Company reserves the right to accept or reject any Applications for Allotment of the NCDs in physical form in whole or in part, in either case, without assigning any reason therefor.

21. Applications cannot be made by:(a) Minors without a guardian name (A guardian may apply on behalf

of a minor. However, the name of the guardian will need to be mentioned on the Application Form);

(b) Foreign nationals;(c) Persons resident outside India;(d) Foreign Institutional Investors;(e) Non Resident Indians;(f) Qualified Foreign Investors;(g) Overseas Corporate Bodies;(h) Foreign Venture Capital Funds;(i) Persons ineligible to contract under applicable statutory/ regulatory

requirements.In case of Applications for Allotment of the NCDs in dematerialised form, the Registrar shall verify the above on the basis of the records provided by the Depositories based on the DP ID and Client ID provided by the Applicants in the Application Form and uploaded onto the electronic system of the Stock Exchanges by the Members of the Syndicate or the Trading Members, as the case may be.22. Payment instructionsPayment mechanism for ASBA ApplicantsAn ASBA Applicant shall specify details of the ASBA Account Number in the Application Form and the relevant SCSB shall block an amount equivalent to the Application Amount in the ASBA Account specified in the Application Form. Upon receipt of an intimation from the Registrar, the SCSBs shall, on the Designated Date, transfer such blocked amount from the ASBA Account to the Public Issue Account in terms of the Escrow Agreement. The balance amount remaining after the finalisation of the Basis of Allotment shall be unblocked by the SCSBs on the basis of the instructions issued in this regard by the Registrar to the respective SCSB within 12 (twelve) Working Days of the Issue Closing Date. The Application Amount shall remain blocked in the ASBA Account until transfer of the Application Amount to the Public Issue Account, or until withdrawal/ failure of the Issue or until rejection of the ASBA Application, as the case may be.Payment mechanism for non ASBA ApplicantsWe shall open Escrow Accounts with one or more Escrow Collection Banks in whose favour the Applicants (except for ASBA Applicants) shall draw cheques or demand drafts. All Applicants would be required to pay the full Application Amount at the time of the submission of the Application Form. Cheques or demand drafts for the Application Amount received from Applicants would be deposited by the Members of the Syndicate and Trading Members, as the case may be, in the Escrow Accounts.Details of the branches of the Escrow Collection Banks where the Application Forms along with cheques/ demand drafts submitted by a non-ASBA Applicants shall be deposited by the Members of the Syndicate and Trading Members are available on the website of the Lead Manager at www.icicisecurities.com. A link to the said web pages shall also be available on the website of BSE at www.bseindia.com. A link shall also be provided to the above mentioned websites in the Application Form as well.Each Applicant (except for ASBA Applicants) shall draw a cheque or demand draft for the Application Amount as per the following terms:a) The payment instruments from the Applicants shall be payable

into the Escrow Account drawn in favour of “Escrow Account Muthoot Finance NCD Public Issue”.

b) Payments should be made by cheque, or a demand draft drawn on any bank (including a co-operative bank), which is situated at, and is a member of or sub-member of the bankers’ clearing house located at the centre where the Application Form is submitted. Outstation cheques/bank drafts drawn on banks not participating in the clearing process will not be accepted and Applications accompanied by such cheques or bank drafts are liable to be rejected.

c) The monies deposited in the Escrow Account will be held for the benefit of the Applicants until the Designated Date.

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d) On the Designated Date, the Escrow Collection Banks shall transfer the funds from the Escrow Account as per the terms of the Escrow Agreement and the Prospectus into the Public Issue Account. The Escrow Collection Bank shall also, upon receipt of instructions from the Lead Manager and the Registrar, transfer all amounts payable to Applicants, who have not been allotted NCDs to the Refund Accounts.

Please note that Applicants from category i can also pay Application Amounts through the rTgs mechanism.Applicants should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement between our Company, the Lead Manager, the Escrow Collection Banks and the Registrar to facilitate collections from the Applicants.Please note that Applications accompanied by Application Amounts in cash/ stock invest/ money orders/ postal orders will not be accepted.The Escrow Collection Banks will act in terms of the Prospectus and the Escrow Agreement. The Escrow Collection Banks shall not exercise any lien whatsoever over the monies deposited therein. It is mandatory for our Company to keep the proceeds of the Issue in an escrow account until the documents for creation of security as stated in the Prospectus are executed.23. Additional information for Applicants1. Application Forms submitted by Applicants (except for Applicants

applying for the NCDs in physical form) whose beneficiary accounts are inactive shall be rejected.

2. For ASBA Applicants, no separate receipts will be issued for the money blocked on the submission of Application Form. However, the collection centre of the Members of the Syndicate or the SCSB or the Trading Member, as the case may be, will acknowledge the receipt of the Application Forms by stamping and returning to the Applicant the acknowledgement slip. This acknowledgement slip will serve as the duplicate of the Application Form for the records of the Applicant.

3. Applications should be submitted on the Application Form only. In the event that physical Application Forms do not bear the stamp of the Members of the Syndicate/ Trading Member or the relevant Designated Branch, they are liable to be rejected.

24. Applicants are advised not to submit Application Forms to escrow collection banks and the same will be rejected in such cases and the Applicants will not be entitled to any compensation whatsoever.

25. filing of the Prospectus with roc A copy of the Prospectus shall be filed with the ROC in terms

of section 26 of the Companies Act, 2013.26. Pre-Issue AdvertisementOur Company will issue a statutory advertisement on or before the Issue Opening Date. This advertisement will contain the information as prescribed under the SEBI Debt Regulations and Section 30 of the Companies Act, 2013. Material updates, if any, between the date of filing of the Prospectus with the ROC and the date of release of this statutory advertisement will be included in the statutory advertisement.27. instructions for completing The Application form

(a) Applications must be made in the prescribed Application Form.(b) Application Forms are to be completed in full, in BLOCK

LETTERS in ENGLISH and in accordance with the instructions contained in the Prospectus and the Application Form. Incomplete Application Forms are liable to be rejected. Applicants should note that the Members of the Syndicate, or the Trading Members, as appropriate, will not be liable for errors in data entry due to incomplete or illegible Application Forms.

(c) Applications are required to be for a minimum of such NCDs and in multiples of such NCDs thereafter as specified in the Prospectus.

(d) Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in the Constitution of India must be attested by a Magistrate or a Notary Public or a Special

Executive Magistrate under official seal.(e) Applications should be in single or joint names and not exceeding

three names, and in the same order as their Depository Participant details (in case of Applicants applying for Allotment of the NCDs in dematerialized form) and Applications should be made by Karta in case the Applicant is an HUF.

(f) Applicants applying for Allotment in dematerialised for must provide details of valid and active DP ID, Client ID and PAN clearly and without error. On the basis of such Applicant’s active DP ID, Client ID and PAN provided in the Application Form, and as entered into the electronic Application system of the Stock Exchange by SCSBs, the Members of the Syndicate at the Syndicate ASBA Application Locations and the Trading Members, as the case may be, the Registrar will obtain from the Depository the Demographic Details. Invalid accounts, suspended accounts or where such account is classified as invalid or suspended may not be considered for Allotment of the NCDs.

(g) ASBA Applicants must ensure that their Application Forms are:(i) made in a single name; and(ii) completed in full, in BLOCK LETTERS in ENGLISH and in

accordance with the instructions contained in the Prospectus and in the Application Form.

(h) If the ASBA Account holder is different from the ASBA Applicant, the Application Form should be signed by the ASBA Account holder also, in accordance with the instructions provided in the Application Form.

(i) All Applicants are required to tick the relevant column in the “Category of Investor” box in the Application Form.

(j) Applications for all the Options of the NCDs may be made in a single Application Form only.

(k) All Applicants are required to tick the relevant box of the “Mode of Application” in the Application Form, choosing either the ASBA or Non-ASBA mechanism.

28. Applicants’ PAn, depository Account and bank Account details

All APPlicAnTs APPlying for AlloTMenT of The ncds in deMATeriAlised forM should MenTion Their dP id, clienT id And PAn in The APPlicATion forM. APPlicAnTs MusT ensure ThAT The dP id, clienT id And PAn giVen in The APPlicATion forM is exAcTly The sAMe As The dP id, clienT id And PAn AVAilAble in The dePosiTory dATAbAse. if The beneficiAry AccounT is held in JoinT nAMes, The APPlicATion forM should conTAin The nAMe And PAn of boTh The holders of The beneficiAry AccounT And signATures of boTh holders Would be reQuired in The APPlicATion forM.On the basis of the DP ID, Client ID and PAN provided by them in the Application form, the registrar will obtain from the depository the demographic details of the Applicants including PAn and MICR code. These Demographic Details would be used for giving Allotment Advice and refunds (for non-ASBA Applicants), if any, to the Applicants. Hence, Applicants are advised to immediately update their demographic details (including bank account details) as appearing on the records of the depository Participant and ensure that they are true and correct. Please note that failure to do so could result in delays in despatch/ credit of refunds to Applicants, delivery of Allotment Advice or unblocking of ASBA Accounts at the Applicants’ sole risk, and neither the Members of the syndicate nor the Trading Members, nor the registrar, nor the escrow collection banks, nor the scsbs, nor our company shall have any responsibility and undertake any liability for the same.Applicants applying for Allotment of the ncds in dematerialized form may note that in case the dP id, client id and PAn mentioned in the Application form, as the case may be and entered into the electronic Application system of the stock exchanges by the Members of the syndicate, the Trading Members or the scsbs,

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as the case may be, do not match with the dP id, client id and PAN available in the Depository database or in case PAN is not available in the Depository database, the Application Form is liable to be rejected and our company, and the Members of the syndicate shall not be liable for losses, if any.These Demographic Details would be used for all correspondence with the Applicants including mailing of the Allotment Advice and printing of bank particulars on the refund orders or for refunds through electronic transfer of funds, as applicable. The Demographic Details given by Applicants in the Application Form would not be used for any other purpose by the Registrar except in relation to the Issue.By signing the Application Form, Applicants applying for the NCDs in dematerialised form would be deemed to have authorised the Depositories to provide, upon request, to the Registrar, the required Demographic Details as available on its records.Refund orders/ Allotment Advice would be mailed by speed post or registered post at the address of the Applicants as per the Demographic Details received from the Depositories. Applicants may note that delivery of refund orders/ Allotment Advice may get delayed if the same once sent to the address obtained from the Depositories are returned undelivered. In such an event, the address and other details given by the Applicant (other than ASBA Applicants) in the Application Form would be used only to ensure dispatch of refund orders. Further, please note that any such delay shall be at such Applicants’ sole risk and neither our Company, Escrow Collection Banks, Registrar nor the Lead Manager shall be liable to compensate the Applicant for any losses caused to the Applicants due to any such delay or liable to pay any interest for such delay. In case of refunds through electronic modes as detailed in the Prospectus, refunds may be delayed if bank particulars obtained from the Depository Participant are incorrect.In case of Applications made under powers of attorney, our Company in its absolute discretion, reserves the right to permit the holder of a power of attorney to request the Registrar that for the purpose of printing particulars on the refund order and mailing of the refund orders/Allotment Advice through speed post or registered post, the Demographic Details obtained from the Depository of the Applicant shall be used.In case no corresponding record is available with the Depositories, which matches the three parameters, namely, DP ID, Client ID and PAN, then such Applications are liable to be rejected.29. electronic registration of Applications(a) The Members of the Syndicate, SCSBs and Trading Members

will register the Applications using the on-line facilities of Stock Exchange. The Lead Manager, our Company, and the Registrar are not responsible for any acts, mistakes or errors or omission and commissions in relation to (i) the Applications accepted by the SCSBs and Trading Members, (ii) the Applications uploaded by the SCSBs and the Trading Members, (iii) the Applications accepted but not uploaded by the SCSBs or the Trading Members, (iv) with respect to ASBA Applications accepted and uploaded by the SCSBs without blocking funds in the ASBA Accounts or (iv) with respect to ASBA Applications accepted and uploaded by Members of the Syndicate at the Syndicate ASBA Application Locations for which the Application Amounts are not blocked by the SCSBs.

(b) The Stock Exchange will offer an electronic facility for registering Applications for the Issue. This facility will be available on the terminals of Members of the Syndicate, Trading Members and the SCSBs during the Issue Period. On the Issue Closing Date, the Members of the Syndicate, Trading Members and the Designated Branches of the SCSBs shall upload the Applications till such time as may be permitted by the Stock Exchange. This information will be available with the Members of the Syndicate, Trading Members and the Designated Branches of the SCSBs on a regular basis. Applicants are cautioned that a high inflow of high volumes on the last day of the Issue Period may lead to some Applications received on the last day not being uploaded

and such Applications will not be considered for allocation.(c) Based on the aggregate demand for Applications registered

on the electronic facilities of the Stock Exchange, a graphical representation of consolidated demand for the NCDs, as available on the websites of the Stock Exchange, would be made available at the Application centres as provided in the Application Form during the Issue Period.

(d) At the time of registering each Application, SCSBs, the Members of the Syndicate and Trading Members, as the case may be, shall enter the details of the Applicant, such as the Application Form number, PAN, Applicant category, DP ID, Client ID, number and Option(s) of NCDs applied, Application Amounts, details of payment instruments (for non – ASBA Applications) and any other details that may be prescribed by the online uploading platform of the Stock Exchange.

(e) A system generated TRS will be given to the Applicant as a proof of the registration of his Application. It is the Applicant’s responsibility to obtain the TRS from the SCSBs, Members of the Syndicate or the Trading Members, as the case may be. The registration of the Applications by the SCSBs, Members of the Syndicate or Trading Members does not guarantee that the NCDs shall be allocated/ Allotted by our Company.Such TRS will be non-negotiable and by itself will not create any obligation of any kind.

(f) The permission given by the Stock Exchange to use their network and software of the online system should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by our Company, and/or the Lead Manager are cleared or approved by the Stock Exchange; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of our Company, the management or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of the Prospectus; nor does it warrant that the NCDs will be listed or will continue to be listed on the Stock Exchange.

(g) In case of apparent data entry error by either the Members of the Syndicate or the Trading Members, in entering the Application Form number in their respective schedules, other things remaining unchanged, the Application Form may be considered as valid and such exceptions may be recorded in minutes of the meeting submitted to the Designated Stock Exchange.

(h) Only Applications that are uploaded on the online system of the Stock Exchange shall be considered for Allotment. The Members of the Syndicate, Trading Members and the Designated Braches of the SCSBs shall capture all data relevant for the purposes of finalizing the Basis of Allotment while uploading Application data in the electronic systems of the Stock Exchange. In order that the data so captured is accurate the Members of the Syndicate, Trading Members and the Designated Braches of the SCSBs will be given up to one Working Day after the Issue Closing Date to modify/ verify certain selected fields uploaded in the online system during the Issue Period after which the data will be sent to the Registrar for reconciliation with the data available with the NSDL and CDSL.

generAl insTrucTion30. Do’s•check if you are eligible to apply;•read all the instructions carefully and complete the Application

form;•If the Allotment of the NCDs is sought in dematerialized form,

ensure that the details about Depository Participant and beneficiary account are correct and the beneficiary account is active;

•Applications are required to be in single or joint names (not more than three);

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•In case of an HUF applying through its Karta, the Applicant is required to specify the name of an Applicant in the Application Form as ‘XYZ Hindu Undivided Family applying through PQR’, where PQR is the name of the Karta;

•Ensure that Applications are submitted to the Members of the Syndicate, Trading Members or the Designated Branches of the SCSBs, as the case may be, before the closure of application hours on the Issue Closing Date;

•Ensure that the Application Forms (for non-ASBA Applicants) are submitted at the collection centres provided in the Application Forms, bearing the stamp of a Member of the Syndicate or a Trading Members of the Stock Exchange, as the case may be;

•Information provided by the Applicants in the Application Form will be uploaded on to the online platform of the Stock Exchange by the Members of the Syndicate and Trading Members, as the case may be, and the electronic data will be used to make allocation/ Allotment. The Applicants should ensure that the details are correct and legible;

•Ensure that the Applicant’s names (for Applications for the NCDs in dematerialised form) given in the Application Form is exactly the same as the names in which the beneficiary account is held with the Depository Participant. In case the Application Form is submitted in joint names, ensure that the beneficiary account is also held in same joint names and such names are in the same sequence in which they appear in the Application Form;

•Ensure that you have funds equal to or more than the Application Amount in your ASBA Account before submitting the Application Form for ASBA Applications;

•Ensure that you mention your PAN in the Application Form. Incase of joint applicants,the PANofall the Applicants should be provided, and for HUFs, PAN of the HUF should be provided. Any Application Form without the PAN is liable to be rejected. Applicants should not submit the GIR Number instead of the PAN as the Application is liable to be rejected on this ground;

Except for Application (i) on behalf of the Central or State Government and officials appointed by the courts, and (ii) (subject to the circular dated April 3, 2008 issued by SEBI) from the residents of the state of Sikkim, each of the Applicants should provide their PAN. Application Forms in which the PAN is not provided will be rejected. The exemption for the Central or State Government and officials appointed by the courts and for investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the respective depositories confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the demographic details evidencing the same.

•Ensure that the Demographic Details (for Applications for the NCDs in dematerialised form) as provided in the Application Form are updated, true and correct in all respects;

•Ensure that you request for and receive a TRS for all your Applications and an acknowledgement as a proof of having been accepted;

•Ensure that you have obtained all necessary approvals from the relevant statutory and/or regulatory authorities to apply for, subscribe to and/or seek Allotment of the NCDs;

•Ensure that signatures other than in the languages specified in the Eighth Schedule to the Constitution of India is attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal;

•Ensure that your Application Form bears the stamp of the relevant SCSB, Trading Members or the Members of the Syndicate to whom the Application is submitted;

•In the event that you are submitting an Application Form to a Trading Member, ensure that he is located in a town/ city that has a designated branch of the Escrow Collection Banks (a list of such locations are available on the websites of Stock Exchange, the

Company and Lead Manager, a link for the same being available in the Application Form);

•Ensure that you receive a TRS from a designated branch of an SCSB, a Trading Member or from the Members of the Syndicate, as the case may be, for the submission and upload of your Application Form into the electronic platform of the Stock Exchange;

•Applicants (other than AsbA Applicants) are requested to write the sole/ first Applicant’s name, his phone number and the Application number on the reverse of the instruments by which the payments are made;

•All Applicants are requested to tick the relevant column“Category of Investor” in the Application Form; and

•Tick the Option of NCDs in the Application Form that you wish to apply for.

31. Don’ts• Do not apply for lower than the minimum Application size;• Do not pay the Application amount in cash, by money order, postal

order, stock invest;• Do not send the Application Forms by post; instead submit the

same to the Members of the Syndicate and Trading Members (as the case may be) only;

• Do not submit the GIR number instead of the PAN as the Application is liable to be rejected on this ground;

• Do not submit incorrect details of the DP ID, Client ID and PAN or provide details for a beneficiary account which is suspended or for which details cannot be verified by the Registrar;

• Do not fill up the Application Form such that the NCDs applied for exceeds the Issue size and/or investment limit or maximum number of NCDs that can be held under the applicable laws or regulations or maximum amount permissible under the applicable regulations;

• Do not submit Applications on plain paper or on incomplete or illegible Application Forms;

• Do not submit an Application in case you are not eligible to acquire the NCDs under applicable law or your relevant constitutional documents or otherwise;

• Do not submit the Application Forms without the Application Amount; and

• Do not apply if you are not competent to contract under the Indian Contract Act, 1872.

Additional instructions specific for ASBA Applicants32.Do’s• Before submitting the physical Application Form with the Member

of the Syndicate at the Syndicate ASBA Application Locations ensure that the SCSB, whose name has been filled in the Application Form, has named a branch in that centre;

• For ASBA Applicants applying through Syndicate ASBA, ensure that your Application Form is submitted to the Members of the Syndicate at the Syndicate ASBA Application Locations and not to the Escrow Collection Banks (assuming that such bank is not a SCSB), to our Company, the Registrar or Trading Members;

• For ASBA Applicants applying through the SCSBs, ensure that your Application Form is submitted at a Designated Branch of the SCSB where the ASBA Account is maintained, and not to the Escrow Collection Banks (assuming that such bank is not a SCSB), to our Company, the Registrar or the Members of the Syndicate or Trading Members;

• Ensure that the Application Form is signed by the ASBA Account holder in case the ASBA Applicant is not the account holder;

• Ensure that you have mentioned the correct ASBA Account number in the Application Form;

• Ensure that you have funds equal to the Application Amount in the ASBA Account before submitting the Application Form to the respective Designated Branch, or to the Members of the Syndicate

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at the Syndicate ASBA Application Locations, or to the Trading Members, as the case may be;

• Ensure that you have correctly ticked, provided or checked the authorisation box in the Application Form, or have otherwise provided an authorisation to the SCSB via the electronic mode, for the Designated Branch to block funds in the ASBA Account equivalent to the Application Amount mentioned in the Application Form; and

• Ensure that you receive an acknowledgement from the Designated Branch or the concerned member of the Syndicate, or the Trading Member, as the case may be, for the submission of the Application Form.

33. Don’ts• Do not make payment of the Application Amounts in any mode

other than through blocking of the Application Amounts in the ASBA Accounts shall not be accepted under the ASBA process;

• Do not submit the Application Form with a Member of the Syndicate at a location other than the Syndicate ASBA Application Locations;

• Do not submit non-ASBA Application Forms to any of the collection centres of the Escrow Collection Banks or to the Registrar or directly to the Company;

• Do not send your physical Application Form by post. Instead submit the same with a Designated Branch or a member of the Syndicate at the Syndicate ASBA Application Locations, or a Trading Member, as the case may be; and

• Do not submit more than five Application Forms per ASBA Account.34. Additional instructions specific for Applicants seeking Allotment

of the ncds in physical form Any Applicant who wishes to subscribe to the NCDs in physical

form shall undertake the following steps:• Please apply for Allotment of ncds under option i, or option

ii, or option iii, or option iV, option V, or option Viin physical form.

Our Company would allot Option IV Secured NCDs to all valid applications, wherein the applicants have selected only Secured NCDs, but have not indicated their choice of the relevant options of the Secured NCDs (Option I, Option II, Option III, Option IV, Option V and Option VI).

Our Company would allot Option IVSecured NCDs to all valid applications, wherein the applicants have neither selected Secured NCDs nor Unsecured NCDs

• Please complete the Application Form in all respects, by providing all the information including PAN and Demographic Details. However,do not provide the depository Participant details in the Application form.

The requirement for providing Depository Participant details shall be mandatory only for the Applicants who wish to subscribe to the NCDs in dematerialised form.

• Please provide the following documents along with the Application Form:

(a) Self-attested copy of the PAN card; (b) Self-attested copy of your proof of residence Any of the following

documents shall be considered as a verifiable proof of residence:• ration card issued by the GoI; or• valid driving license issued by any transport authority of the

Republic of India;or• electricity bill(not older than three months);or• landline telephone bill (not older than three months); or• valid passport issued by the GoI; or• voter’s identity card issued by the GoI; or• passbook or latest bank statement issued by a bank operating

in India;or• registered leave and license agreement or agreement for saleor rent

agreement or flat maintenance bill; or• AADHAR letter; or

(c) Self-attested copy of a cancelled cheque of the bank account to which the amounts pertaining to payment of refunds, interest and redemption, as applicable, should be credited.

In absence of the cancelled cheque, our Company may reject the Application or it may consider the bank details as given on the Application Form at its sole discretion. In such case the Company, Lead Manager and Registrar shall not be liable for any delays/ errors in payment of refund and/ or interest.

The Applicant shall be responsible for providing the above information accurately. Delays or failure in credit of the payments due to in accurate details shall be at the sole risk of the Applicants and neither the Lead Manager nor our Companys hall have any responsibility and undertake any liability for the same. Applications for Allotment of the NCDs in physical form,which are not accompanied with the aforestated documents,may be rejected at the sole discretion of our Company.

In relation to the issuance of the NCDs in physical form, please note the following:

1. An Applicant has the option to seek Allotment of NCDs in either dematerialised or physical mode. No partial Application for the NCDs shall be permitted and is liable to be rejected.

2. In case of NCDs that are being issued in physical form, our Company will issue one certificate to the holders of the NCDs for the aggregate amount of the NCDs for each of the Options that are applied for(each such certificate a“consolidated ncd Certificate”).

3. Any Applicant who provides the Depository Participant details in the Application form shall be Allotted the ncds in dematerialised form only. such Applicant shall not be Allotted the ncds in physical form.

4. Our Company shall dispatch the Consolidated NCD Certificate to the address of the Applicant provided in the Application Form.

The Members of the Syndicate and the Trading Members of the Stock Exchange shall ensure they shall accept Application Forms only in such cities/ towns where the designated branches of the Escrow Collection Banks are available. Details of the branches of the Escrow Banks where the Application Form along with the cheque/ demand draft submitted by a Non ASBA applicant shall be deposited by the Members of the Syndicate and Trading Members are available on the websites of the Lead Manager atwww.icicisecurities.com.A link to the said web pages shall also be available on the website of BSE at www.bseindia.com. A link shall also be provided to the above mentioned websites in the Application Forms as well.

35. submission of Application formsFor details in relation to the manner of submission of Application Forms, see the section titled “Issue Procedure – Methods of Application” at page 229 of the Prospectus.oTher insTrucTions

36. Joint ApplicationsApplications may be made in single or joint names (not exceeding three). In the case of joint Applications, all payments will be made out in favour of the first Applicant. All communications will be addressed to the first named Applicant whose name appears in the Application Form and at the address mentioned therein.37. Additional/ Multiple ApplicationsAn Applicant is allowed to make one or more Applications for the NCDs for the same or other Options of NCDs, subject to a minimum Application size of ` 10,000.00 and in multiples of ` 1,000.00 thereafter (for all options of NCDs, namely Option I, Option II, Option III, Option IV, Option V, Option VI, Option VII, Option VIII, Option IX, Option X and Option XI either taken individually or collectively), for each Application. Any Application for an amount below the aforesaid minimum Application size will be deemed as an invalid Application and shall be rejected. However, any Application made by any person in his individual capacity and an Application made by such person in

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his capacity as a Karta of an HUF and/or as joint Applicant (second or third applicant), shall not be deemed to be multiple Applications.38. depository ArrangementsWe have made depository arrangements with NSDL and CDSL for issue and holding of the NCDs in dematerialised form. In this context:(i) Tripartite Agreements dated December 8, 2010 and August

25, 2006, between us, the Registrar and CDSL and NSDL, respectively have been executed, for offering depository option to the Applicants.

(ii) It may be noted that NCDs in electronic form can be traded only on stock exchanges having electronic connectivity with NSDL or CDSL. The Stock Exchanges have connectivity with NSDL and CDSL.

(iii) Interest or other benefits with respect to the NCDs held in dematerialised form would be paid to those NCD holders whose names appear on the list of beneficial owners given by the Depositories to us as on Record Date. In case of those NCDs for which the beneficial owner is not identified by the Depository as on the Record Date/ book closure date, we would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is identified by the Depository and conveyed to us, whereupon the interest or benefits will be paid to the beneficiaries, as identified, within a period of 30 days.

(iv) The trading of the NCDs shall be in dematerialized form only.For further information relating to Applications for Allotment of the NCDs in dematerialised form, see the sections titled “Issue Procedure – Methods of Application” and “Issue Procedure – General Instructions” at pages 229and 239, respectively of the Prospectus.39. communicationsAll future communications in connection with Applications made in the Issue should be addressed to the Registrar quoting all relevant details as regards the Applicant and its Application.Applicants can contact our Compliance Officer as well as the contact persons of our Company/ Lead Manager or the Registrar in case of any Pre-Issue related problems. In case of Post-Issue related problems such as non-receipt of Allotment Advice/ credit of NCDs in depository’s beneficiary account/ refund orders, etc., applicants may contact our Compliance Officer as well as the contact persons of our Company/Lead Manager or Registrar. Please note that Applicants who have applied for the NCDs through Trading Members should contact the Stock Exchange in case of any Post-Issue related problems, such as non-receipt of Allotment Advice / credit of NCDs in depository’s beneficiary account/ refund orders, etc.40. rejection of Applications

The Board of Directors and/or any committee of our Company reserves its full, unqualified and absolute right to accept or reject any Application in whole or in part and in either case without assigning any reason thereof.Application may be rejected on one or more technical grounds, including but not restricted to:• Number of NCDs applied for being less than the minimum

Application size;• Applications not being signed by the sole/joint Applicants;• Applications submitted without payment of the Application

Amount;• Investor Category in the Application Form not being ticked;• Bank account details not provided in the Application Form;• Applications by persons not competent to contract under the

Indian Contract Act, 1872 including a minor without the name of a guardian;

• Applications by stock invest or accompanied by cash/money order/postal order;

• For ASBA Applications, where an authorization to the SCSB

for blocking funds in the ASBA Account has not been provided;

• Applications uploaded after the expiry of the allocated time on the Issue Closing Date, unless extended by the Stock Exchange, as applicable;

• ASBA Applications submitted to the Members of Syndicate or Trading Members at locations other than the Syndicate ASBA Application Locations or at a Designated Branch of a SCSB where the ASBA Account is not maintained, and ASBA Applications submitted directly to an Escrow Collecting Bank (assuming that such bank is not a SCSB), to our Company or the Registrar;

• Applications made without mentioning the PAN of the Applicant, except for Applications by or on behalf of the Central or State Government and the officials appointed by the courts and by investors residing in the State of Sikkim, provided such claims have been verified by the Depository Participants;

• Date of birth for the sole/ first Applicant for persons applying for Allotment of NCDs in physical form not mentioned in the Application Form;

• GIR number mentioned in the Application Form instead of PAN;

• Applications for amounts greater than the maximum permissible amounts prescribed by applicable regulations;

• Applications by persons/entities who have been debarred from accessing the capital markets by SEBI;

• Applications by any persons outside India;• For Applications for Allotment in dematerialised form, DP

ID, Client ID and PAN mentioned in the Application Form do not match with the Depository Participant ID, Client ID and PAN available in the records with the depositories;

• In case of Applicants applying for the NCDs in physical form, if the addressof the Applicant is not provided in the Application Form;

• Applications by persons who are not eligible to acquire the NCDs in terms of applicable laws, rules, regulations, guidelines and approvals;

• Copy of KYC documents not provided in case of option to hold NCDs in physical form;

• Application Forms from ASBA Applicants not being signed by the ASBA Account holder, if the account holder is different from the Applicant;

• Applications for an amount below the minimum Application size;• ASBA Applications not having details of the ASBA Account to

be blocked;• With respect to ASBA Applications, inadequate funds in the ASBA

Account to enable the SCSB to block the Application Amount specified in the Application Form at the time of blocking such Application Amount in the ASBA Account or no confirmation is received from the SCSB for blocking of funds;

• Applications where clear funds are not available in Escrow Accounts as per final certificates from Escrow Collection Banks;

• Applications by persons prohibited from buying, selling or dealing in shares, directly or indirectly, by SEBI or any other regulatory authority;

• Applications by Applicants seeking Allotment in dematerialised form whose demat accounts have been ‘suspended for credit’ pursuant to the circular issued by SEBI on July 29, 2010 bearing number CIR/MRD/DP/22/2010;

• Non- ASBA Applications accompanied by more than one payment instrument;

• Applications not uploaded on the terminals of the Stock Exchange;• Applications for Allotment of NCDs in dematerialised form

providing an inoperative demat account number;• In case of Applications under power of attorney or by limited

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companies, corporate, trust etc., relevant documents are not submitted along with the Application Form;

• Applications (except for ASBA Applications) where clear funds are not available in Escrow Accounts as per final certificates from the Escrow Collection Banks;

• With respect to ASBA Applications, the ASBA Account not having credit balance to meet the Application Amounts or no confirmation is received from the SCSB for blocking of funds;

• Applications not uploaded on the terminals of the BSE; and• Applications for NCDs under Options VII, VIII, IX, X, and XI

seeking Allotment in physical form.For further instructions regarding Application for the NCDs, Applicants are requested to read the Application Form.41 . Allotment Advice/ Refund Orders

In case of Applications other than those made through the ASBA process, the unutilised portion of the Application Amounts will be refunded to the Applicant within 12 (twelve) Working Days of the Issue Closure Date through any of the following modes:i. direct credit – Applicants having bank accounts with the Bankers

to the Issue shall be eligible to receive refunds through direct credit. Charges, if any, levied by the relevant bank(s) for the same would be borne by us.

ii. necs – Payment of refund would be done through NECS for Applicants having an account at any of the centres where such facility has been made available. This mode of payment of refunds would be subject to availability of complete bank account details including the MICR code as available from the Depositories. The payment of refunds through this mode will be done for Applicants having a bank account at any centre where NECS facility has been made available (subject to availability of all information for crediting the refund through NECS).

iii. nefT – Payment of refund shall be undertaken through NEFT wherever the Applicant’s bank has been assigned the Indian Financial System Code (“ifsc”), which can be linked to a MICR, allotted to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR numbers. In case of online payment or wherever the Investors have registered their nine digit MICR number and their bank account number with the depository participant while opening and operating the demat account, the MICR number and their bank account number will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will be made to the Investors through this method.

iv. rTgs – If the refund amount exceeds ` 200,000, Applicants have the option to receive refund through RTGS. Charges, if any, levied by the refund bank(s) for the same would be borne by us. Charges, if any, levied by the Applicant’s bank receiving the credit would be borne by the Applicant.

v. For all other Applicants (not being ASBA Applicants), refund orders will be despatched through speed post/ registered post. Such refunds will be made by cheques, pay orders or demand drafts drawn in favour of the sole/ first Applicants and payable at par.

In the case of Applicants other than ASBA Applicants, applying for the NCDs in dematerialised form, the Registrar will obtain from the Depositories the Applicant’s bank account details, including the MICR code, on the basis of the DP ID, Client ID and PAN provided by the Applicants in their Application Forms. Accordingly, Applicants are advised to immediately update their details as appearing on the records of their Depository Participants. Failure to do so may result in delays in dispatch of refund orders or refunds through electronic transfer of funds, as applicable, and any such delay will be at the Applicant’s sole risk and neither our Company, the Registrar, the Escrow Collection Banks, or the Members of the Syndicate, will be liable to compensate the Applicants for any losses caused to them due to any such delay, or liable to pay any interest for such delay.In case of ASBA Applicants, the Registrar shall instruct the relevant

SCSB to unblock the funds in the relevant ASBA Account to the extent of the Application Amount specified in the Application Forms for withdrawn, rejected or unsuccessful or partially successful ASBA Applications within 12 (twelve) Working Days of the Issue Closing Date.Our Company and the Registrar shall credit the allotted NCDs to the respective beneficiary accounts/ despatch the Letters of Allotment or letters of regret/ Refund Orders by registered post/speed post at the Applicant’s sole risk, within 12 Working Days from the Issue Closing Date. We may enter into an arrangement with one or more banks in one or more cities for refund to the account of the applicants through Direct Credit/RTGS/NEFT.Further,(a) Allotment of NCDs in the Issue shall be made within a time period

of 12 Working Days from the Issue Closure Date;(b) Credit to dematerialised accounts will be given within two Working

Days from the Date of Allotment;(c) Interest at a rate of 15.00% per annum will be paid if the Allotment

has not been made and/or the refund orders have not been dispatched to the Applicants within 12 Working Days from the Issue Closing Date, for the delay beyond 12 Working Days; and

(d) Our Company will provide adequate funds to the Registrar for this purpose.

42. Retention of oversubscriptionOur Company is making a public Issue of Secured NCDs and Unsecured NCDs aggregating upto ` 2,000 million with an option to retain oversubscription of NCDs up to ` 2,000 million.43. grouping of Applications and allocation ratioFor the purposes of the basis of allotment:A. Applications received from Category I Applicants: Applications

received from Applicants belonging to Category I shall be grouped together, (“institutional Portion”);

B. Applications received from Category II Applicants: Applications received from Applicants belonging to Category II, shall be grouped together, (“non-institutional Portion”).

C. Applications received from Category III Applicants: Applications received from Applicants belonging to Category III shall be grouped together, (“Individual Category Portion”).

For removal of doubt, the terms “institutional Portion”, “non-institutional Portion” and “Individual Category Portion” are individually referred to as “Portion” and collectively referred to as “Portions”.

For the purposes of determining the number of NCDs available for allocation to each of the above mentioned Portions, our Company shall have the discretion of determining the number of NCDs to be allotted over and above the Base Issue, in case our Company opts to retain any oversubscription in the Issue upto ` 2,000 million. The aggregate value of NCDs decided to be allotted over and above the Base Issue, (in case our Company opts to retain any oversubscription in the Issue), and/or the aggregate value of NCDs upto the Base Issue Size shall be collectively termed as the “Overall Issue Size”.

44. basis of Allotment(a) Allotments in the first instance:(i) Applicants belonging to the Institutional Portion, in the first

instance, will be allocated NCDs upto 5% of Overall Issue Size on first come first serve basis which would be determined on the date of upload of their Applications in to the electronic platform of the Stock Exchange;

(ii) Applicants belonging to the Non-Institutional Portion, in the first instance, will be allocated NCDs upto 5% of Overall Issue Size on first come first serve basis which would be determined on the date of upload of their Applications in to the electronic platform of the Stock Exchange;

(iii)Applicants belonging to the Individual Category Portion, in the first instance, will be allocated NCDs upto 90% of Overall Issue

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Size on first come first serve basis which would be determined on the date of upload of their Applications in to the electronic platform of the Stock Exchange;

Allotments, in consultation with the Designated Stock Exchange, shall be made on date priority basis i.e. a first-come first-serve basis, based on the date of upload of each Application in to the Electronic Book with Stock Exchange, in each Portion subject to the Allocation Ratio indicated at the section titled “Issue Procedure – Basis of Allotment – Allotments in the first instance” at page 247 of the Prospectus.As per the SEBI circular dated October 29, 2013, the allotment in the Issue is required tobe made on the basis of date of upload of each application into the electronic book of the Stock Exchange. However, on the date of oversubscription, the allotments should be made to the applicants on proportionate basis.(b) Under Subscription:If there is any under subscription in any

Category, priority in Allotments will be given to the Individual Category Portion, and balance, if any, shall be first made to applicants of the Non Institutional Portion, followed by the Institutional Portion on a first come first serve basis, on proportionate basis.

(c) For each Category, all Applications uploaded on the same day onto the electronic platform of the Stock Exchange would be treated at par with each other.

(d) Minimum Allotments of 1 NCD and in multiples of 1 NCD thereafter would be made in case of each valid Application to all Applicants.

(e) Allotments in case of oversubscription:In case of an oversubscription, allotments to the maximum extent, as possible, will be made on a first-come first-serve basis and thereafter on proportionate basis, i.e. full allotment of NCDs to the Applicants on a first come first basis up to the date falling 1 (one) day prior to the date of oversubscription and proportionate allotment of NCDs to the applicants on the date of oversubscription (based on the date of upload of each Application on the electronic platform of the Stock Exchange, in each Portion).

(f) Proportionate Allotments:For each Portion, on the date of oversubscription:

(i) Allotments to the Applicants shall be made in proportion to their respective Application size, rounded off to the nearest integer.

(ii) If the process of rounding off to the nearest integer results in the actual allocation of NCDs being higher than the Issue size, not all Applicants will be allotted the number of NCDs arrived at after such rounding off. Rather, each Applicant whose Allotment size, prior to rounding off, had the highest decimal point would be given preference.

(iii) In the event, there are more than one Applicant whose entitlement remain equal after the manner of distribution referred to above, our Company will ensure that the basis of allotment is finalised by draw of lots in a fair and equitable manner.

(g) Applicant applying for more than one Options of NCDs: If an Applicant has applied for more than one Options of NCDs and in case such Applicant is entitled to allocation of only a part of the aggregate number of NCDs applied for, the Option-wise allocation of NCDs to such Applicants shall be in proportion to the number of NCDs with respect to each Options, applied for by such Applicant, subject to rounding off to the nearest integer, as appropriate in consultation with the Lead Manager and the Designated Stock Exchange.

In cases of odd proportion for allotment made for applications received on the date of over subscription and proportion is equal among various options selected by the applicant, our Company in consultation with the Lead Manager will allot the differential one NCD in the order: Secured NCDs: (a) first with monthly interest payment in decreasing order of tenor; and (b) followed by annual interest payment in decreasing order of tenor; and (c) further followed by payment on maturity options in decreasing order of tenor; and

Unsecured NCDs.Hence using the above procedure the order of allotment for the differential one NCD will be: III, II, I, VI, V, IV, X, IX, VIII, VII, XI.All decisions pertaining to the basis of allotment of NCDs pursuant to the Issue shall be taken by our Company in consultation with the Lead Manager, and the Designated Stock Exchange and in compliance with the aforementioned provisions of the Prospectus.Our Company would allot Option IV Secured NCDs to all valid applications, wherein the applicants have selected only Secured NCDs, but have not indicated their choice of the relevant options of the Secured NCDs (Option I, Option II, Option III, Option IV, Option V, Option VI, Option VII, Option VIII, Option IX or Option X).Our Company would allot Option XI Unsecured NCDs to all valid applications, wherein the applicants have selected only Unsecured NCDs, but have not indicated their choice of Option XIof Unsecured NCDs.Our Company would allot Option IV Secured NCDs to all valid applications, wherein the applicants have neither selected Secured NCDs nor Unsecured NCDs.Applications where the Application Amount received is greater than the minimum Application Amount, and the Application Amount paid does not tally with the number of NCDs applied for may be considered for Allotment, to the extent of the Application Amount paid rounded down to the nearest ` 1,000.45. Investor Withdrawals and Pre-closureInvestor Withdrawal: Applicants are allowed to withdraw their Applications at any time prior to the Issue Closure Date.Pre-closure: Our Company, in consultation with the Lead Manager reserves the right to close the Issue at any time prior to the Issue Closing Date, subject to receipt of minimum subscription for NCDs aggregating to 75% of the Base Issue. Our Company shall allot NCDs with respect to the Applications received at the time of such pre-closure in accordance with the Basis of Allotment as described hereinabove and subject to applicable statutory and/or regulatory requirements.Further, the Issue will also be withdrawn by our Company in the event that the aggregate Applications received for the NCDs is lesser than 75% of the Base Issue.46. utilisation of Application AmountsThe sum received in respect of the Issue will be kept in separate bank accounts and we will have access to such funds as per applicable provisions of law(s), regulations and approvals.utilisation of the proceeds of the issue(a) All monies received pursuant to the Issue of NCDs to public

shall be transferred to a separate bank account other than the bank account referred to in sub-section (3) of section 40 of the Companies Act, 2013.

(b) Details of all monies utilised out of Issue referred to in sub-item (a) shall be disclosed under an appropriate separate head in our Balance Sheet indicating the purpose for which such monies had been utilised.

(c) Details of all unutilised monies out of issue of NCDs, if any, referred to in sub-item (a) shall be disclosed under an appropriate separate head in our Balance Sheet indicating the form in which such unutilised monies have been invested.

(d) We shall utilize the Issue proceeds only upon creation of security as stated in the Prospectus, receipt of the listing and trading approval from the Stock Exchange and on receipt of the minimum subscription of 75% of the Base Issue.

(e) The Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other acquisition, inter alia by way of a lease, of any property.

47. impersonationAttention of the Applicants is specifically drawn to the provisions of sub-section (1) of section 38 of the Companies Act, 2013, which is reproduced below:“Any person who:

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(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or

(b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or

(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under section 447.”

48. listingThe NCDs proposed to be offered in pursuance of the Prospectus will be listed on the BSE..We have received the in-principle approval dated August 08, 2014 from the BSE The application for listing of the NCDs will be made to the Stock Exchange at an appropriate stage.If permissions to deal in and for an official quotation of our NCDs is not granted by the Stock Exchange, our Company will forthwith repay, without interest, all moneys received from the applicants in pursuance of the Prospectus. Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at the Stock Exchange is taken within 12 Working Days from the date of Allotment.For the avoidance of doubt, it is hereby clarified that in the event of non subscription to any one or more of the Options, such NCDs with Option(s) shall not be listed.49. undertakingbytheissuerWe undertake that:a) the complaints received in respect of the Issue (except for complaints

in relation to Applications submitted to Trading Members) shall be attended to by us expeditiously and satisfactorily;

b) we shall take necessary steps for the purpose of getting the NCDs listed within the specified time;

c) the funds required for dispatch of refund orders/ allotment advice/ certificates by registered post/ speed post shall be made available to the Registrar by our Company;

d) necessary cooperation to the credit rating agencies shall be extended in providing true and adequate information until the debt obligations in respect of the NCDs are outstanding;

e) we shall for ward the details of utilisation of the funds raised through the NCDs duly certified by our statutory auditors, to the Debenture Trustee at the end of each half year;

f) we shall disclose the complete name and address of the Debenture Trustee in our annual report;

g) we shall provide a compliance certificate to the Trustee (on an annual basis) in respect of compliance with the terms and conditions of issue of NCDs as contained in the Prospectus; and

h) we shall make necessary disclosures/ reporting under any other legal or regulatory requirement as may be required by our Company from time to time.

TerMs of The issue50. Authority for the issueThe Board of Directors of our Company, at its meeting held on May 26, 2014, the Directors approved the issue of NCDs to the public upto ` 30,000 million in one or more tranches as decided by NCD Public Issue Committee of Board of Directors. The present Issue upto an amount not exceeding ` 4,000 million has been approved by NCD Public Issue Committee by its resolution dated July 14, 2014.51. Principal terms and conditions of this issueThe NCDs being offered as part of the Issue are subject to the provisions of the SEBI Debt Regulations, the relevant provisions of the Companies Act and the Companies Act, 2013, as on the date of the Prospectus, our Memorandum and Articles of Association, the terms of the Prospectus, the Prospectus, the Application Forms, the terms and conditions of the Debenture Trustee Agreement and the Debenture Trust Deed, other applicable statutory and/or regulatory requirements including those issued from time to time by SEBI/ the GoI/ Stock

Exchanges/ RBI, and/or other statutory/regulatory authorities relating to the offer, issue and listing of securities and any other documents that may be executed in connection with the NCDs.52. ranking of the secured ncdsThe Secured NCDs would constitute secured obligations of ours and shall rank pari passu inter se, and subject to any obligations under applicable statutory and/or regulatory requirements, shall also, with regard to the amount invested, be secured by way of a first pari passu charge on the identified immovable property and first pari passu charge on current assets, book debts, loans and advances, and receivables including gold loan receivables, both present and future. The Secured NCDs proposed to be issued under the Issue and all earlier issues of debentures outstanding in the books of our Company having corresponding assets as security, shall rank pari passu without preference of one over the other except that priority for payment shall be as per applicable date of redemption. Our Company confirms that all permissions and/or consents for creation of a pari passu charge on the current assets, book debts, loans and advances, and receivables including gold loan receivables, both present and future as stated above, have been obtained from all relevant creditors, lenders and debenture trustees of our Company, who have an existing charge over the above mentioned assets.53. ranking of unsecured ncdsThe Unsecured NCDs would constitute unsecured and subordinated obligations of the Company and shall rank pari passu inter se, and subject to any obligations under applicable statutory and/or regulatory requirements. The Unsecured NCDs proposed to be issued under the Issue and all earlier issues of unsecured debentures outstanding in the books of our Company, shall rank pari passu without preference of one over the other except that priority for payment shall be as per applicable date of redemption. The claims of the Unsecured NCD holders shall be subordinated to those of the other creditors of our Company, subject to applicable statutory and/or regulatory requirements. Our Company may, subject to applicable RBI requirements and other applicable statutory and/or regulatory provisions, treat the Unsecured NCDs as Tier II capital.54. Debenture Redemption ReserveSection 71 of the Companies Act, 2013, read with Rule 18 made under Chapter IV of the Companies Act, 2013, requires that any company that intends to issue debentures must create a DRR for the purpose of redemption of debentures, in accordance with the following conditions: (a) the DRR shall be created out of the profits of the company available for payment of dividend, (b) the DRR shall be equivalent to at least 25%of the amount raised through public issue of debentures in accordance with the SEBI Debt Regulations in case of NBFCs registered with the RBI and no DRR is required in the case of privately placed debentures. Accordingly our Company is required to create a DRR of 25% of the value of the NCDs issued through the Issue. In addition, as per Rule 18 (7) (e) under Chapter IV of the Companies Act, 2013, the amounts credited to DRR shall not be utilised by our Company except for the redemption of the NCDs. Every company required to create or maintain DRR shall before the 30th day of April of each year, deposit or invest, as the case may be, a sum which shall not be less than 15% of the amount of its debentures maturing during the year ending on the 31st day of March, following any one or more of the following methods:(a) in deposits with any scheduled bank, free from charge or lien; (b) in unencumbered securities of the Central Government or of any State Government; (c) in unencumbered securities mentioned in clauses (a) to (d) and (ee) of section 20 of the Indian Trusts Act, 1882; (d) in unencumbered bonds issued by any other company which is notified under clause (f) of section 20 of the Indian Trusts Act, 1882. The amount deposited or invested, as the case may be, shall not be utilised for any purpose other than for the repayment of debentures maturing during the year referred to above, provided that the amount remaining deposited or invested, as the case may be, shall not at any time fall

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below 15% of the amount of debentures maturing during the 31st day of March of that year. This may have a bearing on the timely redemption of the NCDs by our Company.55. face ValueThe face value of each of the Secured NCDs shall be ` 1,000.00.The face value of each of the Unsecured NCDs shall be ` 1,000.00.56. ncd holder not a shareholderThe NCD Holders will not be entitled to any of the rights and privileges available to the equity and/or preference shareholders of our Company. 57. rights of the secured ncd holdersSome of the significant rights available to the Secured NCD Holders are as follows:1. The Secured NCDs shall not, except as provided in the Companies

Act, Companies Act, 2013 to the extent applicable as on the date of the Prospectus, confer upon the Secured NCD Holders thereof any rights or privileges available to our members including the right to receive notices or annual reports of, or to attend and/or vote, at our general meeting. However, if any resolution affecting the rights attached to the Secured NCDs is to be placed before the members, the said resolution will first be placed before the concerned registered Secured NCD Holders for their consideration. In terms of section 136 of the Companies Act, the Secured NCD Holders shall be entitled to inspect a copy of the balance sheet and copy of trust deed at the registered office of the Company during business hours.

2. Subject to applicable statutory/ regulatory requirements, including requirements of the RBI, the rights, privileges and conditions attached to the Secured NCDs may be varied, modified and/or abrogated with the consent in writing of the holders of at least three-fourths of the outstanding amount of the Secured NCDs or with the sanction of a special resolution passed at a meeting of the concerned Secured NCD Holders, provided that nothing in such consent or resolution shall be operative against us, where such consent or resolution modifies or varies the terms and conditions governing the Secured NCDs, if the same are not acceptable to us.

3. In case of Secured NCDs held in (i) dematerialised form, the person for the time being appearing in the register of beneficial owners of the Depository; and (ii) physical form, the registered Secured NCD Holders or in case of joint-holders, the one whose name stands first in the register of debenture holders shall be entitled to vote in respect of such Secured NCDs, either in person or by proxy, at any meeting of the concerned Secured NCD Holders and every such Secured NCD Holder shall be entitled to one vote on a show of hands and on a poll, his/her voting rights on every resolution placed before such meeting of the Secured NCD Holders shall be in proportion to the outstanding nominal value of Secured NCDs held by him/her.

4. The Secured NCDs are subject to the provisions of the SEBI Debt Regulations, the Companies Act, applicable provisions of the Companies Act, 2013, our Memorandum and Articles of Association, the terms of the Draft Prospectus, the Prospectus, the Application Forms, the terms and conditions of the Debenture Trust Deed, requirements of the RBI, other applicable statutory and/or regulatory requirements relating to the issue and listing, of securities and any other documents that may be executed in connection with the Secured NCDs.

5. For Secured NCDs in physical form, a register of debenture holders will be maintained in accordance with section 88 of the Companies Act, 2013 and all interest and principal sums becoming due and payable in respect of the Secured NCDs will be paid to the registered holder thereof for the time being or in the case of joint-holders, to the person whose name stands first in the register of debenture holders as on the Record Date. For

Secured NCDs in dematerialized form, all interest and principal sums becoming due and payable in respect of the Secured NCDs will be paid to the person for the time being appearing in the register of beneficial owners of the Depository. In terms of Section 88(3) of the Companies Act, 2013, the register of beneficial owners maintained by a Depository for any Secured NCDs in dematerialized form under Section 11 of the Depositories Act shall be deemed to be a register of debenture holders for this purpose.

6. Subject to compliance with RBI requirements, Secured NCDs can be rolled over only with the consent of the Secured NCD Holders of at least 75.00% of the outstanding amount of the Secured NCDs after providing at least 21 days prior notice for such roll over and in accordance with the SEBI Debt Regulations. Our Company shall redeem the debt securities of all the debt securities holders, who have not given their positive consent to the roll-over.

The aforementioned rights of the Secured NCD Holders are merely indicative. The final rights of the Secured NCD Holders will be as per the terms of the Prospectus and the Debenture Trust Deed. 58. rights of the unsecured ncd holdersSome of the significant rights available to the Unsecured NCD Holders are as follows:1. The Unsecured NCDs shall not, except as provided in the

Companies Act and the relevant provisions of the Companies Act, 2013 applicable as on the date of the Prospectus, confer upon the Unsecured NCD Holders thereof any rights or privileges available to our members including the right to receive notices or annual reports of, or to attend and/or vote, at our general meeting. However, if any resolution affecting the rights attached to the Unsecured NCDs is to be placed before the members, the said resolution will first be placed before the concerned registered Unsecured NCD Holders for their consideration. In terms of section 136 of the Companies Act, 2013, the Unsecured NCD Holders shall be entitled to inspect a copy of the balance sheet and copy of trust deed at the registered office of the Company during business hours.

2. Subject to applicable statutory/regulatory requirements, including requirements of the RBI, the rights, privileges and conditions attached to the Unsecured NCDs may be varied, modified and/or abrogated with the consent in writing of the holders of at least three-fourths of the outstanding amount of the Unsecured NCDs or with the sanction of a special resolution passed at a meeting of the concerned Unsecured NCD Holders, provided that nothing in such consent or resolution shall be operative against us, where such consent or resolution modifies or varies the terms and conditions governing the Unsecured NCDs, if the same are not acceptable to us.

3. In case of Unsecured NCDs held in (i) dematerialised form, the person for the time being appearing in the register of beneficial owners of the Depository; and (ii) physical form, to those investors who wish to subscribe in physical form, as entitled under Section 8(1) of the Depositories Act, 1996, the registered Unsecured NCD Holders or in case of joint-holders, the one whose name stands first in the register of debenture holders shall be entitled to vote in respect of such Unsecured NCDs, either in person or by proxy, at any meeting of the concerned Unsecured NCD Holders and every such Unsecured NCD Holder shall be entitled to one vote on a show of hands and on a poll, his/her voting rights on every resolution placed before such meeting of the Unsecured NCD Holders shall be in proportion to the outstanding nominal value of Unsecured NCDs held by him/her.

4. The Unsecured NCDs are subject to the provisions of the SEBI Debt Regulations, the Companies Act and the relevant provisions of the Companies Act, 2013 applicable as on the date of the Prospectus, our Memorandum and Articles of

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Association, the terms of the Draft Prospectus, Prospectus, the Application Forms, the terms and conditions of the Debenture Trust Deed, requirements of the RBI, other applicable statutory and/or regulatory requirements relating to the issue and listing, of securities and any other documents that may be executed in connection with the Unsecured NCDs.

5. For Unsecured NCDs in dematerialized form, all interest and principal sums becoming due and payable in respect of the Unsecured NCDs will be paid to the person for the time being appearing in the register of beneficial owners of the Depository.In terms of Section 88(3) of the Companies Act, 2013, the register of beneficial owners maintained by a Depository for any Unsecured NCDs in dematerialized form under Section 11 of the Depositories Act shall be deemed to be a register of debenture holders for this purpose.

6. Subject to compliance with RBI requirements, Unsecured NCDs can be rolled over only with the consent of the Unsecured NCD Holders of at least 75.00% of the outstanding amount of the Unsecured NCDs after providing at least 21 days prior notice for such roll over and in accordance with the SEBI Debt Regulations. Our Company shall redeem the debt securities of all the debt securities holders, who have not given their positive consent to the roll-over.

The aforementioned rights of the Unsecured NCD Holders are merely indicative. The final rights of the Unsecured NCD Holders will be as per the terms of the Prospectus and the Debenture Trust Deed. 59. Minimum subscriptionIf our Company does not receive the minimum subscription of 75 % of the Base Issue, i.e. ` 1,500 million prior to the Issue Closing Date, the entire subscription amount shall be refunded to the Applicants within 12 Days from the date of closure of the Issue. The refunded subscription amount shall be credited only to the account from which the relevant subscription amount was remitted In the event, there is a delay, by the issuer in making the aforesaid refund, the Company will pay interest at the rate of 15% per annum for the delayed period.60. Market lot and Trading lotThe Secured NCDs under Options I, II, III, IV, V, and VI shall be allotted both in physical (to the extent permitted) and in dematerialized form. Please note, however, that Secured NCDs under Options VII, VIII, IX and Xand the Unsecured NCDs under Option XI will be compulsorily allotted in dematerialised form. Rematerialisation of NCDs will not be permitted for these Options. As per the SEBI Debt Regulations, the trading of the NCDs shall be in dematerialised form only. Since trading of the NCDs is in dematerialised form, the tradable lot is one NCD.Please note that the NCDs shall cease to trade from the Record Date (for payment of the principal amount and the applicable interest for such NCDs) prior to redemption of the NCDs.Allotment in the Issue will be in physical (to the extent permitted) or electronic form in multiples of one NCD. For details of Allotment see the section titled “Issue Procedure” at page 227 of the Prospectus.61. nomination facility to ncd holders In accordance with section 72 of the Companies Act, 2013, the sole NCD Holder or first NCD Holder, along with other joint NCD Holders (being individual(s)) may nominate any one person (being an individual) who, in the event of death of the sole holder or all the joint-holders, as the case may be, shall become entitled to the NCDs. A person, being a nominee, becoming entitled to the NCDs by reason of the death of the NCD Holder(s), shall be entitled to the same rights to which he would be entitled if he were the registered holder of the NCD. Where the nominee is a minor, the NCD Holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to the NCDs, in the event of his death, during the minority. A nomination shall stand rescinded upon sale of the NCDs

by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. When the NCDs are held by two or more persons, the nominee shall become entitled to receive the amount only on the demise of all such NCD Holders. Fresh nominations can be made only in the prescribed form available on request at our Registered/ Corporate Office or at such other addresses as may be notified by us. NCD Holders are advised to provide the specimen signature of the nominee to us to expedite the transmission of the NCDs to the nominee in the event of demise of the NCD Holders. The signature can be provided in the Application Form or subsequently at the time of making fresh nominations. This facility of providing the specimen signature of the nominee is purely optional. In accordance with the Section 72 read with Rules under Chapter IV of Companies Act, 2013, any person who becomes a nominee by virtue of the above said Section, shall upon the production of such evidence as may be required by our Board, elect either:(a) To register himself or herself as the holder of the NCDs; or(b) To make such transfer of the NCDs, as the deceased holder could have done.NCD Holders who are holding NCDs in dematerialised form need not make a separate nomination with our Company. Nominations registered with the respective Depository Participant of the NCD Holder will prevail. If the NCD Holders require to changing their nominations, they are requested to inform their respective Depository Participant.Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the NCDs, and if the notice is not complied with, within a period of 90 days, our Board may thereafter withhold payment of all interests or other monies payable in respect of the NCDs, until the requirements of the notice have been complied with.62. successionWhere NCDs are held in joint names and one of the joint NCD Holder dies, the survivor(s) will be recognized as the NCD Holder(s). It will be sufficient for our Company to delete the name of the deceased NCD Holder after obtaining satisfactory evidence of his death. Provided, a third person may call on our Company to register his name as successor of the deceased NCD Holder after obtaining evidence such as probate of a will for the purpose of proving his title to the NCDs. In the event of demise of the sole or first holder of the NCDs, our Company will recognise the executors or administrator of the deceased NCD Holders, or the holder of the succession certificate or other legal representative as having title to the NCDs only if such executor or administrator obtains and produces probate or letter of administration or is the holder of the succession certificate or other legal representation, as the case may be, from an appropriate court in India. Our Directors, in their absolute discretion may, in any case, dispense with production of probate or letter of administration or succession certificate or other legal representation. In case of death of NCD Holders who are holding NCDs in dematerialised form, third person is not required to approach the Company to register his name as successor of the deceased NCD holder. He shall approach the respective Depository Participant of the NCD Holder for this purpose and submit necessary documents as required by the Depository Participant.63. JurisdictionExclusive jurisdiction for the purpose of the Issue is with the competent courts of jurisdiction in Mumbai, India.64. Period of subscriptionThe Issue shall remain open for subscription from 10:00 a.m. till 5.00 p.m. (Indian Standard Time) for the period indicated below, except that the Issue may close on such earlier date or extended date as may be decided by the Board or the NCD Public Issue Committee, subject

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to necessary approvals. In the event of an early closure or extension of the Issue, our Company shall ensure that notice of the same is provided to the prospective investors through an advertisement in a reputed daily national newspaper on or before such earlier or extended date of Issue closure.

issue oPens on AugusT 18, 2014issue closes on sePTeMber 18, 2014

Applications Forms for the Issue will be accepted only from 10:00 a.m. till 5.00 p.m. (Indian Standard Time) or such extended time as may be permitted by the Stock Exchange, on Working Days during the Issue Period. On the Issue Closing Date, Application Forms will be accepted only from 10:00 a.m. till 3.00 p.m. (Indian Standard Time)and uploaded until 5.00 p.m. (Indian Standard Time) or such extended time as may be permitted by the Stock Exchange.Due to limitation of time available for uploading the Applications on the electronic platform of the Stock Exchange on the Issue Closing Date, Applicants are advised to submit their Application Forms one day prior to the Issue Closing Date and, no later than 3.00 p.m (Indian Standard Time) on the Issue Closing Date. Applicants are cautioned that in the event a large number of Applications are received on the Issue Closing Date, there may be some Applications which are not uploaded due to lack of sufficient time to upload. Such Applications that cannot be uploaded will not be considered for allocation under the Issue. Application Forms will only be accepted on Working Days during the Issue Period. Neither our Company, nor the Members of the Syndicate are liable for any failure in uploading the Applications due to failure in any software/ hardware systems or otherwise. Please note that the Basis of Allotment under the Issue will be on a datepriority basis.In this regard as per the SEBI circular dated October 29, 2013, the allotment in the Issue should be made on the basis of date of upload of each application into the electronic book of the Stock Exchange. However, on the date of oversubscription, the allotments should be made to the applicants on proportionate basis.65. restriction on transfer of ncdsThere are currently no restrictions on transfers and transmission of NCDs and on their consolidation/ splitting except as may be required under applicable statutory and/or regulatory requirements including any RBI requirements and/or as provided in our Articles of Association. Please see the section titled “Summary of the Key Provisions of the Articles of Association” at page 283 of the Prospectus.66. interest and Payment of interestFor advoidance of doubt, with respect to Option I, Option II, Option III for Secured NCDs where interest is to be paid on a monthly basis, relevant interest will be calculated from the first day till the last date of every month during the tenor of such Secured NCDs, and paid on the first day of every subsequent month. For the first interest payment for Secured NCDs under the monthly options, interest from the Deemed Date of Allotment till the last day of the subsequent month will be clubbed and paid on the first day of the month next to that subsequent month.With respect to Option IV, Option V and Option VI where interest is to be paid on an annual basis, relevant interest will be paid on each anniversary of the Deemed Date of Allotment on the face value of the Secured NCDs. The last interest payment under Annual options will be made at the time of redemption of the Secured NCDs.A. interestIn case of Option I Secured NCDs, interest would be paid on a monthly basisat the following Coupon Rate in connection with the relevant categories of NCD holders, on the amount outstanding from time to time, commencing from the Deemed Date of Allotment of each Option I Secured NCD:

category of ncd holder coupon rate (%) per month (including base coupon rate and additional incentive on Base coupon rate payable to category II and III Investors as applicable)

Category I 10.00%Category II 10.75%Category III 10.75%

Option I Secured NCDs shall be redeemed at the Face Value thereof along with the interest accrued thereon, if any, at the end of 24months from the Deemed Date of Allotment.In case of Option II Secured NCDs, interest would be paid on a monthly basis at the following Coupon Rate in connection with the relevant categories of Secured NCD holders, on the amount outstanding from time to time, commencing from the Deemed Date of Allotment of each Option II Secured NCD:

category of ncd holder coupon rate (%) per month (including base coupon rate and additional incentive on Base Coupon rate payable to category ii and iii Investors as applicable)

Category I 10.50%Category II 11.25%Category III 11.25%

Option II Secured NCDs shall be redeemed at the Face Value thereof along with the interest accrued thereon, if any, at the end of 36months from the Deemed Date of Allotment.In case of Option III Secured NCDs, interest would be paid on a monthly basis at the following Coupon Rate in connection with the relevant categories of Secured NCD holders, on the amount outstanding from time to time, commencing from the Deemed Date of Allotment of each Option III Secured NCD:

category of ncd holder coupon rate (%) per month (including base coupon rate and additional incentive on Base coupon rate payable to category II and III Investors as applicable)

Category I 10.25%Category II 11.00%Category III 11.00%

Option IIISecured NCDs shall be redeemed at the Face Value thereof along with the interest accrued thereon, if any, at the end of 60months from the Deemed Date of Allotment.In case of Option IV Secured NCDs, interest would be paid on an annual basis at the following Coupon Rate in connection with the relevant categories of Secured NCD holders, on the amount outstanding from time to time, commencing from the Deemed Date of Allotment of each Option IV Secured NCD:

category of ncd holder coupon rate (%) per month (including base coupon rate and additional incentive on Base coupon rate payable to category II and III Investors as applicable)

Category I 10.25%Category II 11.00%Category III 11.00%

Option IV Secured NCDs shall be redeemed at the Face Value thereof

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along with the interest accrued thereon, if any, at the end of 24 months from the Deemed Date of Allotment.In case of Option V Secured NCDs, interest would be paid on an annual basis at the following Coupon Rate in connection with the relevant categories of Secured NCD holders, on the amount outstanding from time to time, commencing from the Deemed Date of Allotment of each Option V Secured NCD:

category of ncd holder coupon rate (%) per month (including base coupon rate and additional incentive on Base coupon rate payable to category II and III Investors as applicable)

Category I 10.75%Category II 11.50%Category III 11.50%

Option V Secured NCDs shall be redeemed at the Face Value thereof along with the interest accrued thereon, if any, at the end of 36months from the Deemed Date of Allotment.In case of Option VI Secured NCDs, interest would be paid on an annual basis at the following Coupon Rate in connection with the relevant categories of Secured NCD holders, on the amount outstanding from time to time, commencing from the Deemed Date of Allotment of each Option VI Secured NCD:

category of ncd holder coupon rate (%) per month (including base coupon rate and additional incentive on Base Coupon rate payable to category II and III Investors as applicable)

Category I 10.50%Category II 11.25%Category III 11.25%

Option VI Secured NCDs shall be redeemed at the Face Value thereof along with the interest accrued thereon, if any, at the end of 60months from the Deemed Date of Allotment.Option VII Secured NCDs shall be redeemed at ` 1,104.98for Category I investors and at ` 1,113.34 for Category II and Category III investors, at the end of 400 days from the Deemed Date of Allotment.Option VIII Secured NCDs shall be redeemed at ` 1,215.51 for Category I investors and at ` 1,232.10 for Category II and Category III investors, at the end of 24 months from the Deemed Date of Allotment.Option IX Secured NCDs shall be redeemed at ` 1,358.41 for Category I investors and at ` 1,386.20 for Category II and Category III investors, at the end of 36 months from the Deemed Date of Allotment.Option X Secured NCDs shall be redeemed at ` 1,647.45 for Category I investors and at ` 1,704.12 for Category II and Category III investors, at the end of 60 months from the Deemed Date of Allotment.If the date of interest payment falls on a Saturday, Sunday or a public holiday in Mumbai or any other payment centre notified in terms of the Negotiable Instruments Act, 1881, then interest as due and payable on such day, would be paid on the next Working Day. Payment of interest would be subject to the deduction as prescribed in the I.T. Act or any statutory modification or re-enactment thereof for the time being in force. Please note that in case the Secured NCDs are transferred and/or transmitted in accordance with the provisions of the Prospectus read with the provisions of the Articles of Association of our Company, the transferee of such Secured NCDs or the deceased holder of Secured

NCDs, as the case may be, shall be entitled to any interest which may have accrued on the Secured NCDs subject to such Transferee holding the Secured NCDs on the Record Date.B. TaxationAs per clause (ix) of Section 193 of the I.T. Act, no tax is required to be withheld on any interest payable on any security issued by a company, where such security is in dematerialized form and is listed on a recognized stock exchange in India in accordance with the Securities Contracts (Regulation) Act, 1956 (42 of 1956) and the rules made thereunder. Accordingly, no tax will be deducted at source from the interest on listed Secured NCDs held in the dematerialised form.However in case of Secured NCDs held in physical form, as per the current provisions of the IT Act, tax will not be deducted at source from interest payable on such Secured NCDs held by the investor, if such interest does not exceed ` 5,000 in any financial year. If interest exceeds the prescribed limit of ` 5,000 on account of interest on the Secured NCDs, then the tax will be deducted at applicable rate. However in case of Secured NCD Holders claiming non-deduction or lower deduction of tax at source, as the case may be, the Secured NCD Holder should furnish either (a) a declaration (in duplicate) in the prescribed form i.e. (i) Form 15H which can be given by individuals who are of the age of 60 years or more (ii) Form 15G which can be given by all applicants (other than companies, and firms), or (b) a certificate, from the Assessing Officer which can be obtained by all applicants (including companies and firms) by making an application in the prescribed form i.e. Form No.13. The aforesaid documents, as may be applicable, should be submitted at the office of the Registrar quoting the name of the sole/ first Secured NCD Holder, NCD folio number and the distinctive number(s) of the Secured NCD held, at least seven days prior to the Record Date to ensure non-deduction/lower deduction of tax at source from interest on the Secured NCD. The investors need to submit Form 15H/ 15G/certificate in original with the Assessing Officer for each financial year during the currency of the Secured NCD to ensure non-deduction or lower deduction of tax at source from interest on the Secured NCD.Tax exemption certificate/document, if any, must be lodged at the office of the Registrar at least seven days prior to the Record Date or as specifically required, failing which tax applicable on interest will be deducted at source on accrual thereof in our Company’s books and/or on payment thereof, in accordance with the provisions of the IT Act and/or any other statutory modification, enactment or notification as the case may be. A tax deduction certificate will be issued for the amount of tax so deducted.C. Payment of interestFor Secured NCDs subscribed under Option I, Option II, Option III, interest is to be paid on a monthly basis, relevant interest will be calculated from the first day till the last date of every month during the tenor of such Secured NCDs, and paid on the first day of every subsequent month. For the first interest payment for Secured NCDs under the monthly options, interest from the Deemed Date of Allotment till the last day of the subsequent month will be clubbed and paid on the first day of the month next to that subsequent month. On Option IV, Option V, Option VI, the relevant interest will be paid on each anniversary of the Deemed Date of Allotment on the face value of the Secured NCD and the last interest payment under annual Options will be made at the time of redemption of the Secured NCDs. Amount of interest payable shall be rounded off to the nearest Rupee. If the date of interest payment falls on a Saturday, Sunday or a public holiday in Mumbai or any other payment centre notified in terms of the Negotiable Instruments Act, 1881, then interest as due and payable on such day, would be paid on the next Working Day. Payment of interest would be subject to the deduction as prescribed in the I.T. Act or any statutory modification or re-enactment thereof for the time being in force. The last interest payment for Secured NCDs subscribed under Option I, Option II, Option III, Option IV, Option V and Option VI will be made at the time of redemption of the Secured NCD.

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Interest for each of the interest periods shall be calculated, on the face value of principal outstanding on the Secured NCDs at the applicable Coupon Rate for each Category rounded off to the nearest Rupee and same shall be paid annually. Interest shall be computed on a 365 days-a-year basis on the principal outstanding on the NCDs. However, if period from deemed date of allotment/anniversary date of allotment till one day prior to next anniversary date/redemption date includes February 29th, interest shall be computed on 366 days a-year basis.On Option VII, Option VIII, Option IX and Option X, NCDs shall be redeemed at the end of 400 days, 24 months, 36 months and 60 months from the Deemed Date of Allotment.D. Payment of interest to secured ncd holdersPayment of interest will be made to (i) in case of Secured NCDs in dematerialised form, the persons who for the time being appear in the register of beneficial owners of the Secured NCD as per the Depositories as on the Record Date and (ii) in case of Secured NCDs in physical form, the persons whose names appear in the register of debenture holders maintained by us (or to first holder in case of joint-holders) as on the Record Date.We may enter into an arrangement with one or more banks in one or more cities for direct credit of interest to the account of the Secured NCD Holders. In such cases, interest, on the interest payment date, would be directly credited to the account of those investors who have given their bank mandate.We may offer the facility of NECS, NEFT, RTGS, Direct Credit and any other method permitted by RBI and SEBI from time to time to effect payments to Secured NCD Holders. The terms of this facility (including towns where this facility would be available) would be as prescribed by RBI. For further details see the section titled “Issue Structure - Manner of Payment of Interest / Refund / Redemption” beginning at pages 212 and 222 of the Prospectus.67. Maturity and redemptionFor Secured NCDs subscribed under Option I, Option II, Option III, Option IV, Option V, Option VI the relevant interest will be paid in the manner set out in “Issue Structure- Payment of Interest” at page 211 below of the Prospectus. The last interest payment will be made at the time of redemption of the Secured NCD. On Option VII, Option VIII, Option IX and Option X NCDs shall be redeemed at the end of 400 days, 24 months,36 months and 60 monthsfrom the Deemed Date of Allotment.

options Maturity period/Redemption (as applicable)I 24 months from the Deemed Date of AllotmentII 36 months from the Deemed Date of AllotmentIII 60 months from the Deemed Date of AllotmentIV 24 months from the Deemed Date of AllotmentV 36 months from the Deemed Date of AllotmentVI 60 months from the Deemed Date of AllotmentVII 400 days from the Deemed Date of AllotmentVIII 24 months from the Deemed Date of AllotmentIX 36 months from the Deemed Date of AllotmentX 60 months from the Deemed Date of Allotment

68. deemed date of AllotmentDeemed date of allotment shall be the date as decided by the duly authorised committee of the Board of Directors constituted by resolution of the Board dated July 25, 2011, under Section 179(3)(c) of the Companies Act, 2013 and as mentioned in the Allotment advice / regret.69. Application size Each application should be for a minimum of 10 NCDs and multiples of 1 NCD thereafter (for all options of NCDs, namely Option I, Option II, Option III, Option IV, Option V, Option VI, Option VII, Option

VIII, Option IX, Option X and Option XI either taken individually or collectively). The minimum application size for each application for Secured NCDs would be ` 10,000.00 and in multiples of ` 1,000.00 thereafter.Applicants are advised to ensure that applications made by them do not exceed the investment limits or maximum number of Secured ncds that can be held by them under applicable statutory and or regulatory provisions.70. Terms of PaymentThe entire issue price of ` 1,000.00 per Secured NCD is payable on application itself. In case of allotment of lesser number of Secured NCDs than the number of Secured NCDs applied for, our Company shall refund the excess amount paid on application to the applicant in accordance with the terms of the Prospectus. For further details please refer to the paragraph on “Interest on Application Money” beginning on page 225 of the Prospectus.71. record dateThe Record Date for payment of interest in connection with the Secured NCDs or repayment of principal in connection therewith shall be 15 (fifteen) days prior to the date on which interest is due and payable, and/or the date of redemption. Provided that trading in the Secured NCDs shall remain suspended between the aforementioned Record Date in connection with redemption of Secured NCDs and the date of redemption or as prescribed by the relevant stock exchange(s), as the case may be. In case Record Date falls on a day when stock exchanges are having a trading holiday,the immediate subsequent trading day will be deemed as the Record Date.72. Manner of Payment of Interest / Refund / RedemptionThe manner of payment of interest / refund / redemption in connection with the Secured NCDs is set out below*:For Secured NCDs applied / held in electronic formThe bank details will be obtained from the Depositories for payment of Interest / refund / redemption as the case may be. Applicants who have applied for or are holding the Secured NCDs in electronic form, are advised to immediately update their bank account details as appearing on the records of the depository participant. Please note that failure to do so could result in delays in credit of refunds to the applicant at the applicant’s sole risk, and neither the Lead Manager our Company nor the Registrar to the Issue shall have any responsibility and undertake any liability for the same.In case of ASBA Applicants, the Registrar to the Issue will issue requisite instructions to the relevant SCSBs to un-block amounts in the ASBA Accounts of the Applicants representing the amounts to be refunded to the Applicants.For Secured NCDs held in physical formThe bank details will be obtained from the Registrar to the Issue for payment of interest / refund / redemption as the case may be.The mode of interest / refund / redemption payments shall be undertaken in the following order of preference:1. direct credit Investors having their bank account with the Refund Bank, shall

be eligible to receive refunds, if any, through direct credit. The refund amount, if any, would be credited directly to their bank account with the Refund Banker.

2. necs Payment of interest / refund / redemption shall be undertaken

through NECS for applicants having an account at the centers mentioned in NECS MICR list.

This mode of payment of refunds would be subject to availability of complete bank account details including the MICR code, IFSC code, bank account number, bank name and branch name as appearing on a cheque leaf, from the Depositories. One of the methods for payment of interest / refund / redemption is

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through NECS for applicants having a bank account at any of the abovementioned centers.

3. rTgs Applicants having a bank account with a participating bank and

whose interest payment/ refund/ redemption amounts exceed ` 200,000, or such amount as may be fixed by RBI from time to time, have the option to receive refund through RTGS. Such eligible Applicants who indicate their preference to receive interest payment/ refund/ redemption through RTGS are required to provide the IFSC code in the Application Form or intimate our Company and the Registrar to the Issue at least seven days prior to the Record Date. Charges, if any, levied by the Applicant’s bank receiving the credit would be borne by the Applicant. In the event the same is not provided, interest payment/ refund/ redemption shall be made through NECS subject to availability of complete bank account details for the same as stated above.

4. nefT Payment of interest/ refunds/ redemption shall be undertaken

through NEFT wherever the Applicants’ banks have been assigned the Indian Financial System Code (“ifsc”), which can be linked to a Magnetic Ink Character Recognition (“Micr”), if any, available to that particular bank branch. The IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the Applicants have registered their nine digit MICR number and their bank account number while opening and operating the demat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of interest/ refund/ redemption will be made to the applicants through this method.

5. Registered Post/Speed Post For all other applicants, including those who have not updated

their bank particulars with the MICR code, the interest payment / refund / redemption orders shall be dispatched through speed post/ registered post.

Please note that applicants are eligible to receive payments through the modes detailed in (1), (2) (3), and (4) herein above provided they provide necessary information for the above modes and where such payment facilities are allowed / available.

Please note that our Company shall not be responsible to the holder of Secured NCD, for any delay in receiving credit of interest / refund / redemption so long as our Company has initiated the process of such request in time.

73. Printing of bank Particulars on interest Warrants As a matter of precaution against possible fraudulent encashment of refund orders and interest/ redemption warrants due to loss or misplacement, the particulars of the Applicant’s bank account are mandatorily required to be given for printing on the orders/ warrants. In relation to Secured NCDs applied and held in dematerialized form, these particulars would be taken directly from the depositories. In case of Secured NCDs applied and held in physical form, the Secured NCD Holders are advised to submit their bank account details with our Company/ Registrar to the Issue at least seven days prior to the Record Date failing which the orders/ warrants will be dispatched to the postal address of the Secured NCD Holders as available in the records of our Company either through speed post or registered post.Bank account particulars will be printed on the orders/ warrants which can then be deposited only in the account specified.74. loan against secured ncdsAs per the RBI circular dated June 27, 2013, the Company is not permitted to extend loans against the security of its debentures issued by way of private placement or public issues. However, if the RBI subsequently permits the extension of loans by NBFCs against the security of its debentures issued by way of private placement or

public issues, the Company may consider granting loans against the security of such Secured NCDs, subject to terms and conditions as may be decided by the Company at the relevant time, in compliance with applicable law.75. buy back of secured ncdsOur Company may, at its sole discretion, from time to time, consider, subject to applicable statutory and/or regulatory requirements, buy-back the Secured NCDs, upon such terms and conditions as may be decided by our Company.76. form and denomination In case of Secured NCDs held in physical form, a single certificate will be issued to the Secured NCD Holder for the aggregate amount of the Secured NCDs held (“Consolidated Certificate”). The Applicant can also request for the issue of Secured NCD certificates in denomination of one NCD (“Market lot”). In case of NCDs held under different Options (namely Option I, Option II, Option III, Option IV, Option V, Option VI) by an Secured NCD Holder, separate Consolidated Certificates will be issued to the NCD Holder for the aggregate amount of the Secured NCDs held under each Option.It is however distinctly to be understood that the Secured NCDs pursuant to this issue shall be traded only in demat form.In respect of Consolidated Certificates, we will, only upon receipt of a request from the Secured NCD Holder, split such Consolidated Certificates into smaller denominations subject to the minimum of Market Lot. No fees would be charged for splitting of Secured NCD certificates in Market Lots, but stamp duty payable, if any, would be borne by the Secured NCD Holder. The request for splitting should be accompanied by the original NCD certificate which would then be treated as cancelled by us. 77. Procedure for redemption by secured ncd holders The procedure for redemption is set out below:Secured NCDs held in physical form:No action would ordinarily be required on the part of the Secured NCD Holder at the time of redemption and the redemption proceeds would be paid to those Secured NCD Holders whose names stand in the register of debenture holders maintained by us on the Record Date fixed for the purpose of Redemption. However, our Company may require that the Secured NCD certificate(s), duly discharged by the sole holder/all the joint-holders (signed on the reverse of the Secured NCD certificates) be surrendered for redemption on maturity and should be sent by the Secured NCD Holders by Registered Post with acknowledgment due or by hand delivery to our office or to such persons at such addresses as may be notified by us from time to time. Secured NCD Holders may be requested to surrender the Secured NCD certificates in the manner as stated above, not more than three months and not less than one month prior to the redemption date so as to facilitate timely payment. We may at our discretion redeem the Secured NCDs without the requirement of surrendering of the Secured NCD certificates by the holder(s) thereof. In case we decide to do so, the holders of Secured NCDs need not submit the Secured NCD certificates to us and the redemption proceeds would be paid to those Secured NCD holders whose names stand in the register of debenture holders maintained by us on the Record Date fixed for the purpose of redemption of Secured NCDs. In such case, the Secured NCD certificates would be deemed to have been cancelled. Also see the para “Payment on Redemption” given below. Secured NCDs held in electronic form:No action is required on the part of Secured NCD holder(s) at the time of redemption of Secured NCDs. Secured NCDs held in electronic form:No action is required on the part of Secured NCD Holders at the time of redemption of Secured NCDs.

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78. Payment on redemptionThe manner of payment of redemption is set out below*.Secured NCDs held in physical formThe payment on redemption of the Secured NCDs will be made by way of cheque/pay order/ electronic modes. However, if our Company so requires, the aforementioned payment would only be made on the surrender of Secured NCD certificates, duly discharged by the sole holder/ all the joint-holders (signed on the reverse of the Secured NCD certificates). Despatch of cheques/ pay orders, etc. in respect of such payment will be made on the redemption date or (if so requested by our Company in this regard) within a period of 30 days from the date of receipt of the duly discharged NCD certificate.In case we decide to do so, the redemption proceeds in the manner stated above would be paid on the redemption date to those Secured NCD Holders whose names stand in the register of debenture holders maintained by us on the Record Date fixed for the purpose of Redemption. Hence the transferees, if any, should ensure lodgement of the transfer documents with us at least seven days prior to the Record Date. In case the transfer documents are not lodged with us at least seven days prior to the Record Date and we dispatch the redemption proceeds to the transferor, claims in respect of the redemption proceeds should be settled amongst the parties inter se and no claim or action shall lie against us or the Registrar to the Issue. Our liability to Secured NCD Holders towards their rights including for payment or otherwise shall stand extinguished from the redemption in all events and when we dispatch the redemption amounts to the Secured NCD Holders.Further, we will not be liable to pay any interest, income or compensation of any kind from the date of redemption of the Secured NCDs. Secured NCDs held in electronic formOn the redemption date, redemption proceeds would be paid by cheque/ pay order/ electronic mode to those Secured NCD Holders whose names appear on the list of beneficial owners given by the Depositories to us. These names would be as per the Depositories’ records on the Record Date fixed for the purpose of redemption. These Secured NCDs will be simultaneously extinguished to the extent of the amount redeemed through appropriate debit corporate action upon redemption of the corresponding value of the Secured NCDs. It may be noted that in the entire process mentioned above, no action is required on the part of Secured NCD Holders. Our liability to Secured NCD Holders towards his/their rights including for payment/ redemption in all events shall end when we dispatch the redemption amounts to the Secured NCD Holders. Further, we will not be liable to pay any interest, income or compensation of any kind from the date of redemption of the Secured NCDs.*In the event, the interest / payout of total coupon / redemption amount is a fraction and not an integer, such amount will be rounded off to the nearest integer. By way of illustration if the redemption amount is `1,837.5, then the amount shall be rounded off to ` 1,838.79. redemption dateOption I Secured NCDs will be redeemed at the expiry of 24 months from the Deemed Date of Allotment.Option II Secured NCDs will be redeemed at the expiry of 36 months from the Deemed Date of Allotment.Option III Secured NCDs will be redeemed at the expiry of 60 months from the Deemed Date of Allotment.Option IV Secured NCDs will be redeemed at the expiry of 24 months from the Deemed Date of Allotment.Option V Secured NCDs will be redeemed at the expiry of 36 months from the Deemed Date of Allotment.Option VI Secured NCDs will be redeemed at the expiry of 60 months

from the Deemed Date of Allotment.Option VII Secured NCDs will be redeemed at the expiry of 400 days from the Deemed Date of Allotment.Option VIII Secured NCDs will be redeemed at the expiry of 24 months from the Deemed Date of Allotment.Option IX Secured NCDs will be redeemed at the expiry of 36 months from the Deemed Date of Allotment.Option X Secured NCDs will be redeemed at the expiry of 60 months from the Deemed Date of Allotment.80. right to reissue secured ncd(s)Subject to the provisions of the Companies Act and the Companies Act, 2013, as applicable on the date of the Prospectus, where we have fully redeemed or repurchased any Secured NCDs, we shall have and shall be deemed always to have had the right to keep such Secured NCDs in effect without extinguishment thereof, for the purpose of resale or re-issue and in exercising such right, we shall have and be deemed always to have had the power to resell or reissue such Secured NCDs either by reselling or re-issuing the same Secured NCDs or by issuing other Secured NCDs in their place. The aforementioned right includes the right to reissue original Secured NCDs.81. Transfer/Transmission of Secured NCD(s)For Secured NCDs held in physical formThe Secured NCDs shall be transferred or transmitted freely in accordance with the applicable provisions of the Companies Act/ the Companies Act, 2013 applicable as on the date of the Prospectus and all other applicable laws including FEMA and the rules and regulations thereunder. The provisions relating to transfer and transmission and other related matters in respect of our shares contained in the Articles, the Companies Act/the relevant provisions of the Companies Act, 2013 applicable as on the date of the Prospectus, and all applicable laws including FEMA and the rules and regulations thereunder, shall apply, mutatis mutandis (to the extent applicable to debentures) to the Secured NCDs as well. In respect of the Secured NCDs held in physical form, a common form of transfer shall be used for the same. The Secured NCDs held in dematerialised form shall be transferred subject to and in accordance with the rules/ procedures as prescribed by NSDL/CDSL and the relevant Depositary Participants of the transferor transferee and any other applicable laws and rules notified in respect thereof. The transferees should ensure that the transfer formalities are completed at prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the register of debenture holders or the records as maintained by the Depositories. In such cases, claims, if any, by the transferees would need to be settled with the transferors and not with the Issuer or Registrar.82. TitleIn case of: • the Secured NCDs held in the dematerialised form, the person for the time being appearing in the register of beneficial owners maintained by the Depository; and • the Secured NCDs held in physical form, the person for the time being appearing in the register of NCD Holders as Secured NCD holder,shall be treated for all purposes by our Company, the Debenture Trustee, the Depositories and all other persons dealing with such person as the holder thereof and its absolute owner for all purposes whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, theft or loss of the Consolidated NCD Certificates issued in respect of the Secured NCDs and no person will be liable for so treating the Secured NCD holder.No transfer of title of a NCD will be valid unless and until entered on the register of NCD holders or the register of beneficial owners maintained by the Depository prior to the Record Date. In the absence of transfer being registered, interest and/or maturity amount, as the case may be, will be paid to the person, whose name appears first in the register of the NCD Holders maintained by the Depositories and/or

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our Company and/or the Registrar, as the case may be. In such cases, claims, if any, by the purchasers of the Secured NCDs will need to be settled with the seller of the Secured NCDs and not with our Company or the Registrar. The provisions relating to transfer and transmission and other related matters in respect of our Company’s shares contained in the Articles of Association of our Company and the Companies Act/ the relevant provisions of the Companies Act, 2013 applicable as on the date of the Prospectus shall apply, mutatis mutandis (to the extent applicable) to the Secured NCD(s) as well.For Secured NCDs held in electronic formThe normal procedure followed for transfer of securities held in dematerialised form shall be followed for transfer of the Secured NCDs held in electronic form. The seller should give delivery instructions containing details of the buyer’s Depository Participant account to his depository participant. In case the transferee does not have a Depository Participant account, the seller can re-materialise the Secured NCDs in Options I, II, III, IV, V and VI, and thereby convert his dematerialised holding into physical holding. Thereafter these Secured NCDs can be transferred in the manner as stated above for transfer of Secured NCDs held in physical form.83. common form of transferThe Issuer undertakes that there shall be a common form of transfer for the Secured NCDs and the provisions of the Companies Act, 2013 and all applicable laws including the FEMA and the rules and regulations thereunder shall be duly complied with in respect of all transfer of debentures and registration thereof.84. Joint-holdersWhere two or more persons are holders of any Secured NCD(s), they shall be deemed to hold the same as joint holders with benefits of survivorship subject to other provisions contained in the Articles.85. sharing of information We may, at our option, use on our own, as well as exchange, share or part with any financial or other information about the Secured NCD Holders available with us, with our subsidiaries, if any and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither we or our affiliates nor their agents shall be liable for use of the aforesaid information. 86. notices All notices to the Secured NCD Holders required to be given by us or the Debenture Trustee will be sent by speed post or registered post or through email or other electronic media to the registered Secured NCD Holders from time to time. 87. Issue of Duplicate NCD Certificate(s) issued in physical formIf NCD certificate(s) is/ are mutilated or defaced or the cages for recording transfers of Secured NCDs are fully utilised, the same may be replaced by us against the surrender of such certificate(s). Provided, where the NCD certificate(s) are mutilated or defaced, the same will be replaced as aforesaid only if the certificate numbers and the distinctive numbers are legible. If any NCD certificate is destroyed, stolen or lost then upon production of proof thereof to our satisfaction and upon furnishing such indemnity/ security and/or documents as we may deem adequate, duplicate Secured NCD certificates shall be issued. Upon issuance of a duplicate NCD certificate, the original NCD certificate shall stand cancelled.88. securityThe principal amount of the Secured NCDs to be issued in terms of the Prospectus together with all interest due on the Secured NCDs, as well as all costs, charges, all fees, remuneration of Debenture Trustee and expenses payable in respect thereof shall be secured by way of first pari passu charge on the identified immovable property and a first pari passu charge on current assets, book debts, loans and advances, and receivables including gold loan receivables, both present and future, of our Company.

Our Company will create the security for the Secured NCDs in favour of the Debenture Trustee for the Secured NCD Holders on the assets to ensure 100.00% security cover of the amount outstanding in respect of Secured NCDs, including interest thereon, at any time.Our Company intends to enter into an agreement with the Debenture Trustee, (‘debenture Trust deed’), the terms of which will govern the appointment of the Debenture Trustee and the issue of the Secured NCDs. Our Company proposes to complete the execution of the Debenture Trust Deed before finalisation of the Basis of Allotment in consultation with the Designated Stock Exchange and utilize the funds only after the stipulated security has been created.Under the terms of the Debenture Trust Deed, our Company will covenant with the Debenture Trustee that it will pay the Secured NCD Holders the principal amount on the Secured NCDs on the relevant redemption date and also that it will pay the interest due on Secured NCDs on the rate specified in the Prospectus and in the Debenture Trust Deed.The Debenture Trust Deed will also provide that our Company may withdraw any portion of the security and replace with another asset of the same or a higher value.89.Trustees for the secured ncd holders We have appointed IDBI Trusteeship Services Limitedto act as the Debenture Trustees for the Secured NCD Holders. The Debenture Trustee and us will execute a Debenture Trust Deed, inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and us. The Secured NCD Holders shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorised officials to do all such acts, deeds, matters and things in respect of or relating to the Secured NCDs as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the Secured NCD Holders. Any payment made by us to the Debenture Trustee on behalf of the Secured NCD Holders shall discharge us pro tanto to the Secured NCD Holders.The Debenture Trustee will protect the interest of the Secured NCD Holders in the event of default by us in regard to timely payment of interest and repayment of principal and they will take necessary action at our cost. 90. Events of Default:Subject to the terms of the Debenture Trust Deed, the Debenture Trustee at its discretion may, or if so requested in writing by the holders of at least three-fourths of the outstanding amount of the Secured NCDs or with the sanction of a special resolution, passed at a meeting of the NCD Holders, (subject to being indemnified and/or secured by the NCD Holders to its satisfaction), give notice to our Company specifying that the NCDs and/or any particular series of Secured NCDs, in whole but not in part are and have become due and repayable on such date as may be specified in such notice inter alia if any of the events listed below occurs. The description below is indicative and a complete list of events of default and its consequences will be specified in the Debenture Trust Deed:(i) default is committed in payment of the principal amount of the

Secured NCDs on the due date(s); and(ii) default is committed in payment of any interest on the Secured

NCDs on the due date(s).91. lienAs per the RBI circular dated June 27, 2013, the Company is not permitted to extend loans against the security of its debentures issued by way of private placement or public issues. The Company shall have the right of set-off and lien, present as well as future on the moneys due and payable to the Secured NCD holders or deposits held in the account of the Secured NCD holders, whether in single name or joint name, to the extent of all outstanding dues by the Secured NCD holders to the Company, subject to applicable law.

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92. lien on pledge of secured ncdsThe Company may, at its discretion note a lien on pledge of Secured NCDs if such pledge of Secured NCD is accepted by any thirty party bank/institution or any other person for any loan provided to the Secured NCD holder against pledge of such Secured NCDs as part of the funding, subject to applicable law.93. future borrowingsWe shall be entitled to make further issue of secured debentures and/or raise term loans or raise further funds from time to time from any persons, banks, financial institutions or bodies corporate or any other agency without the consent of, or notification to or consultation with the holder of Secured NCDs or the Debenture Trustee by creating a charge on any assets, provided the stipulated security cover is maintained.We shall be entitled to make further issue of unsecured debentures and/or raise unsecured term loans or raise further unsecured funds from time to time from any persons, banks, financial institutions or bodies corporate or any other agency without the consent of, or notification to or in consultation with the holder of Secured NCDs or the Debenture Trustee.

94. interest on Application MoneyInterest on application monies received which are used towards allotment of NCDsOur Company shall pay interest on application money on the amount allotted to the Applicants other than the ASBA Applicants,subject to deduction of income tax under the provisions of the Income Tax Act, 1961, as amended, as applicable, to any applicants to whom NCDs are allotted pursuant to the Issue from the date of realization of the cheque(s)/demand draft(s) or after 3 (three) days from the date of receipt of the application (being the date of upload of each application on the electronic platform of the Stock Exchange) whichever is later and upto one day prior to the Deemed Date of Allotment, at the rate of 8% per annum.Our Company has a right to pre-close the Issue at anytime up to 1 (one) day prior to Issue Closing Datefor receiving subscription in the Issue. Our Company shall in the event of such closing of the Issue, subject to receipt of a minimum subscription of 75% of the Base Issue, i.e. ` 1,500 million, allot NCDs to all applicants who have applied for NCDs upto the date of such early closure of Issue. Further our Company shall pay interest on application money on the amount allotted to the Applicants, other than the ASBA Applicants,subject to deduction of income tax under the provisions of the Income Tax Act, 1961, as amended, as applicable, to any applicants to whom NCDs are allotted pursuant to the Issue from the date of realization of the cheque(s)/demand draft(s) or after 3 (three) days from the date of receipt of the application (being the date of upload of each application on the electronic platform of the Stock Exchange) whichever is later and upto one day prior to the Deemed Date of Allotment, at the rate of 8% per annum. However, it is clarified that in the event that our Company does not receive a minimum subscription of 75% of the Base Issue, i.e. ` 1,500 million our Company will not allot any NCDs to applicants and refund the subscription amounts forthwith, as set out herein.The interest on application monies will be sent along with the Allotment Adviceto all Applicants to whom NCDs are allotted pursuant to the Issue, other than ASBA Applicants to whom NCDs are allotted pursuant to the Issue. Our Company may enter into an arrangement with one or more banks in one or more cities for direct credit of interest to the account of the Applicants other than ASBA Applicants, as mentioned in the depositary records. Alternatively, the interest warrant will be dispatched along with the Letter(s) of Allotment at the sole risk of the applicant, to the sole/first applicant.Interest on application monies received which are liable to be refunded Our Company shall pay interest on application money which is liable to be refunded to the Applicants, other than to the ASBA Applicants

in accordance with the provisions of the Debt Regulations and/or the Companies Act/the relevant provisions of the Companies Act, 2013 applicable as on the date of the Prospectus, or other applicable statutory and/or regulatory requirements, subject to deduction of income tax under the provisions of the Income Tax Act, 1961, as amended, as applicable, from the date of realization of the cheque(s)/demand draft(s) or after 3 (three) days from the date of receipt of the application (being the date of upload of each application on the electronic platform of the Stock Exchange) whichever is later and upto one day prior to the Deemed Date of Allotment, at the rate of 6% per annum. Such interest shall be paid along with the monies liable to be refunded. Interest warrant will be dispatched / credited (in case of electronic payment) to the account of the applicants as mentioned in the depositary records along with the Letter(s) of Refund at the sole risk of the applicant, to the sole/first applicant. In the event our Company does not receive a minimum subscription of 75% of the Base Issue, i.e. ` 1,500 million on the date of closure of the Issue, our Company shall pay interest on application money which is liable to be refunded to the applicants, other than the ASBA Applicants in accordance with the provisions of the Debt Regulations and/or the relevant provisions of the Companies Act, 2013 applicable as on the date of the Prospectus, or other applicable statutory and/or regulatory requirements, subject to deduction of income tax under the provisions of the Income Tax Act, 1961, as amended, as applicable, from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the application (being the date of upload of each application on the electronic platform of the Stock Exchange) whichever is later and upto the date of closure of the Issue at the rate of 6.00% per annum. Such interest shall be paid along with the monies liable to be refunded. Interest warrant will be dispatched / credited (in case of electronic payment) to the account of the Applicants, other than ASBA Applicants, as mentioned in the depositary records along with the Letter(s) of Refund at the sole risk of the applicant, to the sole/first applicant.Provided that, notwithstanding anything contained hereinabove, our Company shall not be liable to pay any interest on monies liable to be refunded in case of (a) invalid applications or applications liable to be rejected, and/or (b) applications which are withdrawn by the applicant, and/or (c) monies paid in excess of the amount of NCDs applied for in the Application Form. Please refer to “Rejection of Application” at page 244 of the Prospectus.

sTATeMenT of Possible TAx benefiTs AVAilAble To The debenTure holders

The following tax benefits will be available to the debenture holders as per the existing provisions of law as at July 28, 2014 incorporating the relevant provisons of the Finance Bill 2014.. The tax benefits are given as per the prevailing tax laws and may vary from time to time in accordance with amendments to the law or enactments thereto. The Debenture Holder is advised to consider the tax implications in respect of subscription to the Debentures after consulting his tax advisor as alternate views are possible. We are not liable to the Debenture Holder in any manner for placing reliance upon the contents of this statement of tax benefits.A. iMPlicATions under The incoMe-TAx AcT, 1961

(‘i.T. AcT’)i) To the Resident Debenture Holder1. Interest on NCD received by Debenture Holders would be subject

to tax at the normal rates of tax in accordance with and subject to the provisions of the I.T. Act and such tax would need to be withheld at the time of credit/payment as per the provisions of Section 193 of the I.T. Act. However, no income tax is deductible at source in respect of the following:

a. In case the payment of interest on debentures to a resident individual or a Hindu Undivided Family (‘HUF’)Debenture Holder does not or is not likely to exceed Rs 5,000 in the aggregate

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during the Financial year and the interest is paid by an account payee cheque.

b. On any security issued by a company in a dematerialized form and is listed on recognized stock exchange in India in accordance with the Securities Contracts (Regulation) Act, 1956 and the rules made there under.(w.e.f. 01.06.2008).

c. When the Assessing Officer issues a certificate on an application by a Debenture Holder on satisfaction that the total income of the Debenture holder justifies no/lower deduction of tax at source as per the provisions of Section 197(1) of the I.T. Act; and that certificate is filed with the Company before the prescribed date of closure of books for payment of debenture interest.

d. (i) When the resident Debenture Holder with Permanent Account Number (‘PAN’) (not being a company or a firm) submits a declaration as per the provisions of section 197A(1A) of the I.T. Act in the prescribed Form 15G verified in the prescribed manner to the effect that the tax on his estimated total income of the financial year in which such income is to be included in computing his total income will be NIL. However under section 197A(1B) of the I.T. Act, “Form 15G cannot be submitted nor considered for exemption from tax deduction at source if the dividend income referred to in section 194, interest on securities, interest, withdrawal from NSS and income from units of mutual fund or of Unit Trust of India as the case may be or the aggregate of the amounts of such incomes credited or paid or likely to be credited or paid during the previous year in which such income is to be included exceeds the maximum amount which is not chargeable to income tax”.

To illustrate, as on 01.04.2013, the maximum amount of income not chargeable to tax in case of individuals (other than senior citizens and super senior citizens) and HUFs is Rs 2,00,000; in the case of every individual being a resident in India, who is of the age of 60 years or more but less than 80 years at any time during the Financial year (Senior Citizen) is Rs 2,50,000; and in the case of every individual being a resident in India, who is of the age of 80 years or more at any time during the Financial year (Super Senior Citizen) is Rs 5,00,000 for Financial Year 2013-14.

Further, section 87A provides a rebate of 100 percent of income-tax or an amount of Rs 2,000 whichever is less to a resident individual whose total income does not exceed Rs 500,000

(ii) Senior citizens, who are 60 or more years of age at any time during the financial year, enjoy the special privilege to submit a self-declaration in the prescribed Form 15H for non deduction of tax at source in accordance with the provisions of section 197A(1C) of the I.T. Act even if the aggregate income credited or paid or likely to be credited or paid exceeds the maximum amount not chargeable to tax, provided that the tax due on total income of the person is NIL.

(iii) In all other situations, tax would be deducted at source as per prevailing provisions of the I.T. Act.Form No.15G with PAN / Form No.15H with PAN / Certificate issued u/s 197(1) has to be filed with the Company before the prescribed date of closure of books for payment of debenture interest without any tax withholding.

For details please refer to the Section titled “STATEMENT OF POSSIBLE TAx BENEFITS AvAILABLE TO THE DEBENTuRE HOLDERS” on page 72 of the Prospectus.

generAl inforMATionOur Company was originally incorporated as a private limited company on March 14, 1997 under the provisions of the Companies Act, 1956, with the name “The Muthoot Finance Private Limited”. Subsequently, by a fresh certificate of incorporation dated May 16, 2007, our name was changed to “Muthoot Finance Private Limited”. Our Company was converted into a public limited company on November 18, 2008 with

the name “Muthoot Finance Limited” and received a fresh certificate of incorporation consequent to change in status on December 02, 2008 from the Registrar of Companies, Kerala and Lakshadweep.Muthoot Fin Corp Limited is neither a related company nor is it a company under the same management within the meaning of the Companies Act, 1956*. For further details regarding the Promoters and the group companies please refer to “Our Promoters” at page 119 of the Prospectus.*Disclosure made in accordance with letter from SEBI bearing no. IMD/DOF-1/BM/VA/OW/22785/2013 dated October 30, 2013.Registered Office: Muthoot Finance Limited Muthoot Chambers, Opposite Saritha Theatre Complex, 2nd Floor, Banerji Road, Kochi 682 018, Kerala, India Tel: (91 484) 239 4712 Fax: (91 484) 239 6506 Website: www.muthootfinance.com Email: [email protected] details of change in registered office, refer to the section titled “History and Main Objects” on page 99 of the Prospectus.

cAPiTAl sTrucTuredetails of share capitalThe share capital of our Company as of June 30, 2014is set forth below:

Amount in `A Authorised share capital

450,000,000 Equity Shares 4,500,000,000.005,000,000 Redeemable Preference Shares of ` 1,000.00 each

5,000,000,000.00

ToTAl 9,500,000,000.00b issued, subscribed and paid-up share

capital397,063,830Equity Shares of ` 10.00 each 3,970,638,300.00

For further details, please refer to the Section titled “Capital Structure” on page 63 of the Prospectus.

debT To eQuiTy rATioThe debt to equity ratio prior to this Issue is based on a total outstanding debt of ` 194,838.50million and shareholder funds amounting to ` 42,579.43 million as on March 31, 2014. The debt equity ratio post the Issue, (assuming subscription of NCDs aggregating to ` 4,000 million) would be 4.67 times, based on a total outstanding debt of ` 198,838.50 million and shareholders funds of ` 42,579.43 million as onMarch 31, 2014.

(in ` million)

Particulars Prior to the issue

Post the issue#

Secured Loan as on March 31, 2014 164,347.71 168,347.71Unsecured Loan as on March 31, 2014

30,490.79 30,490.79

Total debt 194,838.50 198,838.50Share Capital as on March 31, 2014 3,717.13 3,717.13Reserves as on March 31, 2014 38,928.63 38,928.63Less: Miscellaneous Expenditure (to the extent not written off or adjusted) as on March 31, 2014

66.33 66.33

Total shareholders’ funds 42,579.43 42,579.43debt equity ratio (no. of Times)# 4.58 4.67

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#The debt-equity ratio post the Issue is indicative and is on account of assumed inflow of` 4,000.00 millionfrom the Issue and does not include contingent and off-balance sheet liabilities. The actual debt-equity ratio post the Issue would depend upon the actual position of debt and equity on the date of allotment.For details on the total outstanding debt of our Company, please refer to the section titled “Disclosures on Existing Financial Indebtedness” beginning on page182 of the Prospectus

our MAnAgeMenTBoard of DirectorsThe general superintendence, direction and management of our affairs and business are vested in our Board of Directors. We have not appointed any ‘manager’ within the meaning thereof under the provisions of the Act and the relevant provisions of the Companies Act, 2013.Under the Articles of Association, we are required to have not less than three Directors and not more than 12 Directors. We currently have 8 Directors on the Board out of which 4 Directors, i.e. 50% of the total strength of Directors are independent directors. details relating to directors

name, designation, Age and din

nationality date of Appointment

Address other directorships

M. G. George MuthootAge: 64 yearsWhole Time Director and ChairmanDirector Identification Number: 00018201

Indian April 01, 2010 Muthoot HouseG 74, East of KailashNew Delhi 110 065

1. M.G.M Muthoot Medical Centre Private Limited2. Muthoot Farms India Private Limited3. Muthoot Vehicle & Asset Finance Limited4. Muthoot Broadcasting Private Limited5. Emgee Board and Paper Mills Private Limited6. Muthoot M George Chits (India) Limited7. Marari Beach Resorts Private Limited8. Muthoot Securities Limited9. Muthoot Commodities Limited10. Muthoot M George Institute of Technology 11. Dukanvadi Plantations Private Limited12. Kunkeshwar Plantations Private Limited13. Muthoot Homefin (India) Limited14. Muthoot Precious Metals Limited15. Muthoot Health Care Private Limited16. Muthoot Synergy Fund Limited17. Geobros Muthoot Funds India Limited18. Muthoot Anchor House Hotels Private Limited19. Geobros Properties and Realtors Private Limited20. Adams Properties Private Limited

George Thomas MuthootAge: 63 years Whole Time DirectorDirector Identification Number: 00018281

Indian April 01, 2010 Muthoot HouseHouse No. 9/324 A, Miss East Lane, Baker Junction, KottayamKerala 686 001

1. Muthoot Leisure and Hospitality Services Private Limited

2. M.G.M Muthoot Medical Centre Private Limited3. Muthoot Holiday Homes and Resorts Private Limited4. Muthoot Vehicle &Asset Finance Limited5. Unisom Rubber and Plantations Private Limited6. Muthoot Broadcasting Private Limited7. Muthoot M George Chits (India) Limited8. Muthoot HolidaysPrivate Limited9. Muthoot Investment Advisory Services Private

Limited10. Marari Beach Resorts Private Limited11. Venus Diagnostics Limited12. Adams Properties Private Limited13. Muthoot M George Institute of Technology 14. Avalegaon Plantations Private Limited15. Juyathi Plantations Private Limited16. Muthoot Homefin (India) Limited17. Muthoot Precious Metals Limited18. Muthoot M George Permanent Fund Limited19. Muthoot Anchor House Hotels Private Limited20. Geobros Properties and Realtors Private Limited21. Muthoot Synergy Fund Limited22. Muthoot Health Care Private Limited

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name, designation, Age and din

nationality date of Appointment

Address other directorships

George Jacob MuthootAge: 61 yearsWhole Time DirectorDirector’s Identification Number: 00018235

Indian April 01, 2010 Muthoot HouseHouse No. TC/4/25154Marappalam, Pattom P. O.ThiruvananthapuramKerala 695 004

1. Muthoot Leisure and Hospitality Services Private Limited

2. Muthoot Infotech Private Limited3. Muthoot Insurance Brokers Private Limited4. Muthoot Forex Limited5. M.G.M Muthoot Medical Centre Private Limited6. Muthoot Holiday Homes and Resorts Private Limited7. Muthoot Marketing Services Private Limited8. Muthoot Vehicle &Asset Finance Limited9. Muthoot Broadcasting Private Limited10. Muthoot Systems and Technologies Private Limited11. Emgee Board and Paper Mills Private Limited12. Muthoot M George Chits (India) Limited13. Marari Beach Resorts Private Limited14. Muthoot Developers Private Limited15. Udeli Rubber and Plantations Private Limited16. Venus Diagnostics Limited17. Muthoot Securities Limited18. Muthoot Commodities Limited19. Adams Properties Private Limited20. Oxbow Properties Private Limited21. Muthoot M George Institute of Technology22. Kanedi Plantations Private Limited23. Kharepaten Plantations Private Limited24. Muthoot Homefin (India) Limited25. Muthoot Precious Metals Limited26. Muthoot Anchor House Hotels Private Limited27. Emgee Muthoot Benefit Fund (India) Limited28. Muthoot M George Permanent Fund Limited29. Geobros Properties and Realtors Private Limited30. Muthoot Health Care Private Limited

George Alexander MuthootAge: 58 yearsManaging DirectorDirector Identification Number: 00016787

Indian April 01, 2010 Muthoot HouseG 343, Panampilly Nagar, ErnakulamKerala 682 036

1. Muthoot Infotech Private Limited2. Muthoot Forex Limited3. M.G.M Muthoot Medical Centre Private Limited4. Muthoot Insurance Brokers Private Limited5. Muthoot Vehicle &Asset Finance Limited6. Muthoot Broadcasting Private Limited7. Muthoot Systems and Technologies Private Limited8. Muthoot M George Chits (India) Limited9. Marari Beach Resorts Private Limited10. Adams Properties Private Limited11. Rangana Rubber and Plantations Private Limited12. Maneri Rubber and Plantations Private Limited13. Amboli Rubber and Plantations Private Limited14. Unix Properties Private Limited15. Oxbow Properties Private Limited16. Muthoot Developers Private Limited17. Venus Diagnostics Limited18. Muthoot Securities Limited19. Muthoot Commodities Limited20. Sawanthavadi Rubber And Plantation Private Limited21. Muthoot Marketing Services Private Limited22. Muthoot M George Institute of Technology 23. Moroshi Plantations Private Limited24. Varavade Plantations Private Limited25. Muthoot Homefin (India) Limited26. Muthoot Precious Metals Limited27. Muthoot Anchor House Hotels Private Limited28. Muthoot Health Care Private Limited29. Muthoot Synergy Fund Limited30. Geobros Properties and Realtors Private Limited31. Finance Companies Association (India)

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name, designation, Age and din

nationality date of Appointment

Address other directorships

K. George JohnAge: 67 yearsIndependent DirectorDirector’s Identification Number: 00951332

Indian September 27, 2013.

House No 22/1532C, Kariath, Valiakulam Road, Edakochi, Ernakulam – 682 010

Munnar Ridgetree Residencies Private Limited

K. John MathewAge: 81 yearsIndependent DirectorDirector’s Identification Number: 00371128

Indian January 23, 2008 1445, Kattapurath41 Division, Veekshanam Road, Kochi Corporation, ErnakulamKerala 682 018

Nil

John K. PaulAge: 60 yearsIndependent DirectorDirector Identification Number: 00016513

Indian July 21, 2010 Kuttukaran HouseSt Benedict Road, ErnakulamKerala 682 018

1. Popular Vehicles and Services Limited2. Popular Kuttukaran Cars Private Limited3. Popular Auto Dealers Private Limited4. Popular Auto Spares Private Limited5. Popular Autoworks Private Limited6. Kerala Chamber of Commerce and Industry7. Federation of Automobile Dealers Association

Limited8. Keracon Equipments Private Limited9. Prabal Motors Private Limited10. Foundation for Entrepreneurial Development (Kerala)

George JosephAge: 64 yearsIndependent DirectorDirector Identification Number: 00253754

Indian July 21, 2010 1/362, Melazhakath House, Alanickal Estate Road, Arakulam P.O.,Idukki districtKerala 685 591

Wonderla Holidays Limited

For further details, please refer to the Section titled “Our Management” on page 102 of the Prospectus.

finAnciAl inforMATionANNEXURE-I: REFORMATTED SUMMARY STATEMENT OF ASSETS AND LIABILITIES

(` in millions)Particulars

noteAs at March

31, 2014As at March

31, 2013As at March

31, 2012As at March

31, 2011As at March

31, 2010eQuiTy And liAbiliTies

i shareholders’ funds(a) Share capital 1 3,717.13 3,717.13 3,717.13 3,202.13 3,010.00(b) Reserves and surplus 2 38,928.63 33,638.52 25,540.19 10,142.00 2,835.46

42,645.76 37,355.65 29,257.32 13,344.13 5,845.46ii non-current liabilities(a) Long-term borrowings 3 69,046.03 79,529.42 62,416.53 26,692.18 11,208.20(b) Other Long term liabilities 4 8,975.08 5,633.84 2,686.94 1,258.61 749.82(c) Long-term provisions 18.73 2.41 - - -

78,039.84 85,165.67 65,103.47 27,950.79 11,958.02iii current liabilities(a) Short-term borrowings 3 60,642.87 94,802.41 92,386.82

72,414.0822,315.07

(b) Trade Payables & Other current liabilities

5 72,431.87 73,155.91 44,227.6522,899.69

23,056.51

(c) Short-term provisions 6 2,178.39 3,683.01 2,746.76 601.31 180.44135,253.13 171,641.33 139,361.23 95,915.08 45,552.02

Total equity and liabilities (i+ii+iii) 255,938.73 294,162.65 233,722.02 137,210.00 63,355.50AsseTs

iV non-current assets(a) fixed assets 7

Tangible assets 3,119.74 2,888.08 2,621.06 1,835.57 1,242.05Intangible assets 6.07 5.70 5.84 2.21 3.54

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Particularsnote

As at March 31, 2014

As at March 31, 2013

As at March 31, 2012

As at March 31, 2011

As at March 31, 2010

Capital work-in-progress 83.79 95.96 38.95 47.97 83.37Intangible assets under development 60.27 40.43 16.42 - -

(b) Non-current investments 8 46.75 75.05 75.05 75.05 75.05(c) Deferred tax assets (net) 210.47 195.45 3.90 (24.74) (24.83)(d) Long-term loans and advances 9 1,019.45 1,045.22 1,098.70 903.86 429.71(e) Other non-current assets 10 - - 0.51 - -

4,546.54 4,345.89 3,860.43 2,839.92 1,808.89V current Assets(a) Current investments 11 307.00 750.00 900.00 - -(b) Trade receivables 12 11,639.68 11,481.77 7,340.23 3,468.66 1,392.02(c) Cash and Cash Equivalents 13 20,489.26 13,419.98 7,950.39 13,754.95 5,759.92(d) Short-term loans and advances 14 218,944.89 264,131.09 213,600.22 117,057.22 54,390.16(e) Other current assets 15 11.36 33.92 70.75 89.25 4.51

251,392.19 289,816.76 229,861.59 134,370.08 61,546.61Total Assets (iV+V) 255,938.73 294,162.65 233,722.02 137,210.00 63,355.50net Worth represented byShare Capital 3,717.13 3,717.13 3,717.13 3,202.13 3,010.00Reserves and Surplus 38,928.63 33,638.52 25,540.19 10,142.00 2,835.46neT WorTh 42,645.76 37,355.65 29,257.32 13,344.13 5,845.46

ANNEXURE-II: REFORMATTED SUMMARY STATEMENT OF PROFIT AND LOSS(` in millions)

Particulars note for the yearended

March 31,2014

for the yearended

March 31, 2013

for the yearended

March 31, 2012

for the yearended

March 31, 2011

for the yearended

March 31, 2010A incoMe i Revenue from Operations 16 49,278.82 53,588.98 45,366.72 23,015.05 10,804.94ii Other income 17 195.55 282.38 123.84 143.62 88.86

Total Revenue 49,474.37 53,871.36 45,490.56 23,158.67 10,893.80 b exPensesi Employee benefits expense 18 5,917.12 5,452.75 4,144.77 2,209.49 1,169.44 ii Finance costs 19 26,259.88 28,194.44 23,698.99 10,382.87 4,745.36 iii Other expenses 20 4,257.11 3,567.83 3,393.18 2,239.47 1,146.57 iV Directors Remuneration 192.00 192.00 192.00 192.00 192.23 V Depreciation and amortization

Expense474.62 454.43 329.18 180.98 157.51

Vi Provisions and Write Offs 21 438.09 895.46 419.97 341.75 27.16 Total expenses 37,538.82 38,756.91 32,178.09 15,546.56 7,438.27

c Profit Before Tax (A-B) 11,935.55 15,114.45 13,312.47 7,612.11 3,455.53 d Tax expensei Current tax 4,123.96 5,171.10 4,420.86 2,670.46 1,192.81 ii Deferred tax (15.03) (191.55) (28.63) (0.11) (13.03)iii Taxes relating to Previous Years 25.93 92.51 - - -

Total tax expenses 4,134.86 5,072.06 4,392.23 2,670.35 1,179.78 e Profit for the year 7,800.69 10,042.39 8,920.24 4,941.76 2,275.75

Adjustments of earlier yearIncome Tax Interest paid in 2009-10 reclassified to therespective years

ANN VI C

- - - - 9.41

net Adjustments - - - - 9.41 Net Profit/(Loss) as Restated 7,800.69 10,042.39 8,920.24 4,941.76 2,285.16

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disclosures on exisTing finAnciAl indebTedness

For details, please refer to Section titled “DISCLOSuRES ON ExISTING FINANCIAL INDEBTEDNESS” on page 182 of the Prospectus.

legAl And oTher inforMATion

Pending Proceedings And sTATuTory defAulTsAs on the date of the Prospectus, there are no defaults in meeting statutory dues, institutional dues, and towards holders of instrument like debentures, fixed deposits and arrears on cumulative preference shares, etc, by our Company or by public companies promoted by the Promoters and listed on the BSE or NSE.Save as disclosed below, there are no pending proceedings pertaining to:(a) matters likely to affect operation and finances of our Company including disputed tax liabilities of any nature; and(b) criminal prosecution launched against our Company and the Directors for alleged offences under the enactments specified in Paragraph 1 of Part I of Schedule V to the Companies Act, 2013.litigations against our companyCivil cases1. T. Manivasagam, the petitioner, has filed a petition (R.C.O.P.No. 48

of 2010) on December 21, 2010 against our Company before the District Munsiff cum Rent Controller at Poonamallee under sections 10(3)(a)(i), (ii) and (iii) of the Tamil Nadu Buildings (Lease & Rent Control) Act, 1960. The petitioner had leased out the premises at First Floor, No 175, Trunk Road, Poonamallee, Chennai, to the Company by a rental agreement dated July 10, 2006. The petitioner has filed the present petition seeking an order of eviction directing the Company to vacate the leased premises and for costs of the proceedings. The District Munsiff Cum Rent Controller has passed an order dated January 23, 2012 in favour of T. Manivasagam and ordered the Company to evict the leased premises. The Company has filed an appeal (R.C.O.P. No. 12 of 2012) against the said order before the Subordinate Judge at Poonmale. This matter is posted for hearing on August 14, 2014 and is currently pending.

2. Selvin Jayakumar, the plaintiff, has filed a suit (OS 52 of 2011) against the Company before the Munsiff court, Devikulam on February 10, 2011. The plaintiff is the landlord of premises taken on lease by the Company for one of its branch offices. The plaintiff had filed the suit praying for direction to put an end to the occupation of the Company under the licence agreement and vacate the premises by a decree of mandatory injunction and for a direction to pay an amount of ` 0.1 million as arrears of license fees and damages. This matter is posted for August 28, 2014 and is currently pending.

3. R. Thangavel Chettiar, the petitioner has filed a petition (R.C.O.P No. 01 of 2011), before the Rent Controller cum District Munsiff at Orathanadu under section 10(3) A (ii) of the Tamil Nadu Buildings (Lease and Controls) Act, 1960 against the Company. The petitioner had leased out property located at No. 155, South Bazaar Street, Orathanadu Town to the Company. The petitioner has filed the present petition seeking an order of eviction against the Company from such premises. The matter has been disposed off against our Company on August 26, 2013 and an appeal has been filed by the Company before the Rent Control Appellate Authority cum Principal Subordinate Judge, Thanjavur which is posted on August 26, 2014 for hearing and is currently pending.

4. Sunil Kumar, Anil Kumar and Ajit Kumar, the petitioners have filed a petition (R.C.O.P. No. 5 of 2012), before the Kollan Rent Controller cum District Munisiff under section 11(3) of the Kerala Buildings (Lease and Rent Control) Act, 1965. The Company had entered into a lease agreement with the petitioners to rent the property at room No. 1144/47, Ward 24, Kollam

by lease agreement dated January 14, 2005 for a period of 10 years. The petitioners have instituted this petition for evicting the Company from the leased premises. The matter was posted for hearing on December 18, 2013 and the court had transferred the matter to the mediation centre for settlement and it was posted on April 08, 2014 for hearing. Since the mediation did not result in a settlement, the matter has been sent back to the court and is currently pending.

5. V. Karthik, the plaintiff has filed a suit (O.S. No. 10 of 2011) before the District Court, Trichy, against G. Vijayakumar, S. Ganeshan, and 59 others, including the Company. The suit relates to the schedule property in which the Company is a tenant. The plaintiff has alleged that he is entitled to half of the schedule property and has sought a decree of partition against G. Vijayakumar and S. Ganeshan and a mandatory injunction against the other defendants directing them to pay rent to the plaintiff in respect of his share of the schedule property. This matter was posted for hearing on August 18, 2014 and is currently pending.

6. S. Kalavathi, the plaintiff, has filed a suit (O.S No. 377 of 2012) dated October 17, 2012, before the Court of the Subordinate Judge, Dindigul against Balammal, Sujatha and 11 others, including the Company. The suit relates to the schedule property in which the Company is a tenant. The plaintiff has alleged that she is entitled to one fifth of the schedule property and has sought a decree directing Balammal and Sujatha to partition the property, failing which a commissioner should be appointed to partition the schedule property. The plaintiff has also sought a decree directing the other defendants to deposit the rent amounts payable by them, in the court. This matter has been posted for the defendant’s evidence on August 08, 2014 and is currently pending.

7. Kamaljeet Singh Kumar, the plaintiff has filed a suit (no. 100 of 2008) dated April 23, 2009, before the Additional District Judge, Delhi against the Company, seeking the arrears of rent, mesne profits and costs for alleged damage caused to the property by the Company amounting to ` 911,773. The plaintiff is the owner of property that was leased to the Company. The plaintiff claims that the lease was terminated as the Company stopped making rent payments, but the Company is still in possession of the property and substantial damage has been caused to the property by the plaintiff. The Company in its reply, has contended that it terminated the tenancy vide a communication to the plaintiff dated May 01, 2007 and called upon the plaintiff to take possession of the property. It has stated that the property has been lying vacant and locked since May 31, 2007 as the plaintiff is refusing to take possession of the same. It has also stated that the rent amounts till May 31, 2007 have been paid in full and denied that any damage has been caused by the Company to the property. This matter has been posted for plaintiff’s evidence on August 16, 2014 and is currently pending.

8. Venkatachala A., the plaintiff has filed a suit (O.S. No. 6496 of 2011), dated September 08, 2011, before the Court of the City Civil Judge at Bangalore against the Company. The plaintiff has alleged that he availed a loan of ` 1,05,000 from the Company on May 26, 2009 and when he approached the Company to repay the loan, an interest amount of ` 80,000 was demanded along with the loan amount. The plaintiff has further alleged that he issued a legal notice to the Company asking them to accept ` 20,000 as the interest, which was not accepted by the Company. The plaintiff apprehends that the pledged items will be auctioned and has sought an order restraining the Company from auctioning the pledged items and grant any other relief that the court deems fit. The plaintiff has also applied for a temporary injunction restraining the Company from auctioning the pledged items pending disposal of the suit. The Company in its written statement has denied the allegations of the plaintiff and stated that he never approached the Company to repay the loan amount. The Company contends that the plaintiff was unable to repay the amount but sought that the

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loan amount be enhanced on two separate occasions which were agreed to by the Company, thereby enhancing the principle loan amount from ` 1,05,000 to ` 1,40,000. Together with the interest and penal interest for the said period, the plaintiff is liable to repay ` 2,02,811 to the Company. The Company contends that these material facts have been suppressed by the plaintiff and sought that the suit be dismissed. This matter has been posted for hearing on August 12, 2014and is currently pending.

9. J.S Kannan, the petitioner, has filed a petition (O.P No. 279 of 2012) against the Company before the City Civil Court at Chennai on December 14, 2012. The petitioner has sought an ad-interim injunction restraining the Company from depositing certain cheques pending disposal of original petition. The original petition seeks to restrain the Company from charging variable and exorbitant interest rates for repayment of loan secured by gold jewels, in contravention of the Tamil Nadu Prohibition of Charging Exhorbitant Interest Act, 2003. The Petitioner has also prayed for restraining the Company from auctioning the pledged jewelry. This matter was posted for further enquiry on October 25, 2013 and has been dismissed on account of non-appearance by the petitioner. No appeal has been filed by the petitioner as on the date of this Issue.

10. S.Raja, the petitoner, has filed a petition (O.P No. 278 of 2012) against the Company before the City Civil Court at Chennai on December 14, 2012. The petitioner has sought an ad-interim injunction restraining the Company from depositing certain cheques pending disposal of the original petition. The original petition seeks to restrain the Company from charging variable and exorbitant interest rates for repayment of loan secured by gold jewels. The Petitioner also prays for restraining the Company from auctioning the pledged jewelry.This matter was posted for further enquiry on October 25, 2013 andhas been dismissed on account of non-appearance by the petitioner. No appeal has been filed by the petitioner as on the date of this Issue.

11. K.Madasamy, the petitioner, has filed a petition (O.P No. 280 of 2012) against the Company before the City Civil Court at Chennai on December 14, 2012. The petitioner is the owner of a school. The petitioner has sought an ad-interim injunction restraining the Company from disposing of the petitioner’s jewels pledged for securing loan. The petitioner has also contended that the varying and exhorbitant rates of interest on loans charged by the Company are violative of the Tamil Nadu Prohibition of Charging Exorbitant Interest Act, 2003. This matter was posted for further enquiry on October 25, 2013 and has been dismissed on account of non-appearance by the petitioner. No appeal has been filed by the petitioner as on the date of this Issue.

12. The State of Karnataka, represented by the Labour Inspector, Hannovar circle has filed a complaint (Kveka/Claim 09/2012-13) against the Company under the Minimum Wages Act, 1948 alleging non-payment of minimum wages by the Company to one, Krishna Ganappaya Naik who was employed as a security guard at the Company’s branch office at Karwar. The Company has accordingly filed objections in the matter on March, 13, 2013 before the Labour Officer and Minimum Wages Authority Uttarkannda District, Karwar and has stated that the security guard was in fact not an employee of the Company but was employed by Siddeshwar Security Agency, Belgaum, at the Company’s Karwar branch office, on contract basis and was being paid salary by such security agency. Further, the Company has stated that the Company has made payment of ` 4,500 to the security agency for appointment of the security guard, which is above the prescribed minimum wage rate. This matter is currently pending.

13. S.Devendran, the applicant, has filed an application (I.D 34 of 2013) against the Company before the Labour Court at Kollam on April 4, 2013. The applicant had been working as a Branch Manager at the Nellimoodu branch of the Company. He was been dismissed from the service for allegedly receiving counterfeit notes

in respect of a certain loan repayment, without conducting an enquiry and framing specific charges. The applicant has filed this application for a declaration to the effect that his dismissal from service was irregular and illegal and for being reinstated in service with back wages, continuity in service and all other benefits. This matter is posted for written statement on August 14, 2014 and is currently pending.

14. G.T Sreekumar, the plaintiff, has filed a suit (O.S No. 491 of 2013) against the Company before the Munsiff’s Court, Nedumangadu on June 27, 2013. The plaintiff has filed the suit praying for permanent prohibitory injunction restraining the Company from selling, without giving notice to the plaintiff, gold ornaments pledged for the purpose of securing loan for cultivation and running the financial company of the plaintiff. This matter was posted to December 12, 2013 for filing of written statement. Thereafter, the suit was dismissed as not pressed even though the court had given directions to auction all accounts that have completed more than one year.

15. Y. Jawahar Ali and Jahira Banu, the plaintiffs have filed a suit (RCOP No. 1436 of 2012) against the Company before the Small Causes Court cum Rent Controller Authority at Chennai in July 2012. The plaintiffs have filed the suit for fixation of fair rent for certain premises occupied by the Company, belonging to the plaintiffs. Accordingly, the court passed an order dated July 29, 2013, fixing the fair rent as ` 54,254 per month. The Company has filed an appeal against this order before the Court of Small Causes Judge cum Rent Control Appellate Authority, Chennai (RCA No. 464 of 2013) on the grounds that the trial court has erred in fixing the fair rent and has not considered the true facts and circumstances of the cases. This matter is posted for hearing on August 13, 2014 and is currently pending.

16. Microsoft Corporation and Microsoft Corporation India Private Limited, the plaintiffs have filed a case against the Company (CS (OS) No: 2441 of 2013) before the Delhi High Court alleging usage by the Company of unlicensed copies of software belonging to the plaintiffs for commercial purposes. The plaintiffs have thus sought, among others, permanent injunction, restraining copyright infringement, rendition of accounts and damages against the Company. The Company has filed its objections to the application of local inspection and the interim commission report. The matter is currently pending.

17. K.P.Kalpana, the plaintiff has filed a suit (OS.No.6157 of 2013) against the Company before the court of the City Civil Judge, Bangalore on August 19, 2013. The plaintiff has leased the first floor premises of building bearing number 25, Sathyam Complex, Bangalore to the Company on a month to month basis. The plaintiff has stated that the Company has not vacated the leased premises despite termination of tenancy and has thus filed the suit for recovery of possession of the premises and for grant of mesne profits for illegal occupation of the premises. The Company has filed its written statement and the case is posted for hearing on September 04, 2014. This matter is currently pending.

18. Ravi Kumar, the plaintiff has filed a suit (OS No.692 of 13) against the Company before the court of the Subordinate Judge, Thiruchirapalli on August 02, 2013. The plaintiff has leased a portion in the ground floor and a portion of the third floor of MDSR Enclave, Promenade Road, Cantonment, Thiruchirapalli to the Company. The plaintiff has alleged that the Company has not been making necessary payments of service tax for the abovementioned premises. The plaintiff has thus filed the suit for the recovery of service tax with subsequent interest of 12% from the date of the plaint till the date of the decree and a further interest of 6% till the date of realisation. The case is posted for written statement on August 20, 2014. The matter is currently pending.

19. Arulsamy, the plaintiff has filed a suit (OS No.171 of 2013) against the Company before the court of the Sub Judge, Sivagangai Town,

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Tamil Nadu. The plaintiff has leased the building bearing door no. 1545, Annai Complex to the Company on February 17, 2005. The plaintiff has filed the suit for directing the Company to vacate the premises and pay unpaid rent amounts along with an interest of 12% per annum from the date of the plaint till the date of realisation of the plaint. The case is posted for hearing on August 11, 2014 and is currently pending.

Criminal cases1. Davidson Tharmaraj, the complainant, has instituted a criminal case

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

2. Vipin Bhola, the complainant in the present matter, has filed a criminal complaint (CC No: 106 of 2012), under sections 406, 467, 468 and 471 of the IPC against the Company and certain employees before the Judicial Magistrate, Gurgaon. The complainant has alleged that he was an agent of the Company and that he has deposited gold ornaments with the Company. The complainant has also alleged that the Company has refused to redeem the ornaments pledged with it against part re-payment of the amount of loan taken by the complainant. This matter is posted for consideration on August 20, 2014 and is currently pending.

3. Deepankar Bhola, the complainant, has filed a criminal complaint (CC No: 31 of 2011), under sections 405, 420, 467, 468, 506 and 120B of the IPC before the Court of Chief Judicial Magistrate, Gurgaon against the Company and few of its Directors, the accused in the case. The complainant had obtained a loan from the Company by pledging 407.50 gms of gold ornaments. The complainant has alleged that he has repaid the entire outstanding loan amount and the Company is illegally retaining the gold ornaments. The complainant has further alleged that the Company has forged documents regarding the return of gold pledged with them so as to cause wrongful loss to the complainant. In the said complaint, summons have been issued against the accused persons.. The Company has filed a petition on January 31, 2012 under section 482 of the Code of Criminal Procedure in the High Court of Punjab and Haryana at Chandigarh. This matter is posted on August 20, 2014 for evidence and is currently pending.

4. The Assistant Registrar, Co-operative Society, the complainant, had filed an FIR against the Company under sections 5 and 28 of Karnataka Money Lenders Act, 1961 and sections 4 and 15 of the Karnataka Prohibition of Charging Exorbitant Interest Act, 2004. The Company has filed a petition (Criminal Petition

No. 3981 of 2012) before the High Court of Karnataka, Bangalore to quash the FIR. The court vide order dated July 24, 2012 has granted an interim stay till the disposal of the matter. The matter is currently pending.

5. Maddula Sampath Kumar, the complainant, has filed a petition (CC no. 346 of 2012) against the Company and its Directors. The complainant’s late cousin Mr. M. Anil Kumar had availed 4 personal loans from the Company on June 29, 2009 and July 01, 2009, of ` 0.66 lakh on gold that he had taken from the complainant and the complainant’s mother without their knowledge. The personal loans carried an interest rate of 29% per annum. The complainant approached the Company seeking foreclosure of the loans on August 01, 2009 and a reduction of the rate of the loan to the minimum slab of 12% per annum on humanitarian grounds. The complainant alleges that he was ready to settle the amount at that date of making the request; however the Company took nine months to process the said request. The complainant claims that the Company did so with mala fide intent to extract interest at exorbitant rates for the said nine months in violation of the provisions of the Consumer Protection Act, 1986. According to the complainant, this amounts to an unfair trade practice under the Consumer Protection Act, 1986. The complainant further claims the rate of interest is violative of the principles of the RBI guidelines. The complainant has prayed for a refund of ` 0.15 million and additional compensation of ` 0.06 million for mental agony, hardship caused to the complainant and costs. The matter is posted for hearing on August 08, 2014 and is currently pending.

6. V. Sathyamoorthy, the petitioner, has filed Crl. O.P. No. 1024 of 2006 before the Court of the Munsiff cum Judicial Magistrate at Bodinayakanur, against the Company alleging charging of excessive rates of interest by the Company in respect of the loan availed by the petitioner, and for issuing an intimation notice without furnishing exact statement of accounts, thereby contravening the Tamil Nadu Pawn Brokers Act, 1943 and applicable RBI guidelines. The matter has been posted on August 20, 2014and is currently pending.

For details, please refer to Section titled “LEGAL AND OTHER INFORMATION” on page 251 of the Prospectus.oTher regulATory And sTATuTory disclosures

Authority for the issueAt the meeting of the Board of Directors of our Company, held on May 26, 2014, the Directors approved the issue of NCDs to the public upto ` 30,000 million in one or more tranche as decided by NCD Public Issue Committee of Board of Directors. The present tranche upto an amount not exceeding ` 4,000 million is approved by NCD Public Issue Committee meeting dated July 14, 2014.Prohibition by sebiOur Company, persons in control of our Company and/or our Promoters have not been restrained, prohibited or debarred by SEBI from accessing the securities market or dealing in securities and no such order or direction is in force. Further, no member of our promoter group has been prohibited or debarred by SEBI from accessing the securities market or dealing in securities due to fraud.disclaimer clause of sebiiT is To be disTincTly undersTood ThAT subMission of offer docuMenT To The securiTies And exchAnge boArd of indiA (sebi) should noT in Any WAy be deeMed or consTrued ThAT The sAMe hAs been cleAred or APProVed by sebi. sebi does noT TAKe Any resPonsibiliTy eiTher for The finAnciAl soundness of Any scheMe or The ProJecT for Which The issue is ProPosed To be MAde or for The correcTness of The sTATeMenTs MAde or oPinions exPressed in The offer docuMenT. The

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leAd MerchAnT bAnKer, icici securiTies liMiTed, hAs cerTified ThAT disclosures MAde in The offer docuMenT Are generAlly AdeQuATe And Are in conforMiTy WiTh The sebi (issue And lisTing of debT securiTies) regulATions, 2008 in force for The TiMe being. This reQuireMenT is To fAciliTATe inVesTors To TAKe An inforMed decision for MAKing inVesTMenT in The ProPosed issue.iT should Also be cleArly undersTood ThAT While The issue is PriMArily resPonsible for correcTness, AdeQuAcy And disclsoure of All releVAnT inforMATion in The offer docuMenT, The leAd MerchAnT bAnKer is exPecTed To exercise due diligence To ensure ThAT The issuer dischArges iTs resPonsibiliTy AdeQuATely in This behAlf And ToWArds This PurPose, The leAd MerchAnT bAnKer, icici securiTies liMiTed, hAs furnished To sebi A due diligence cerTificATe DATED AUGUST 11, 2014 WHICH READS AS FOLLOWS:“We confirm that neither the issuer nor its promoters or directors have been prohibited from accessing the capital market under any order or direction passed by the Board. We also confirm that none of the intermediaries named in the offer document have been debarred from functioning by any regulatory authority.We confirm that all the material disclosures in respect of the issuer have been made in the offer document and certify that any material development in the issue or relating to the issue up to the commencement of listing and trading of the shares offered through this issue shall be informed through public notices / advertisements in all those newspapers in which pre-issue advertisement and advertisement for opening or closure of the issue have been given.We confirm that the offer document contains all disclosures as specified in the Securities and Exchange Board of India (Issue and listing of debt securities) regulations, 2008.We also confirm that all relevant provisions of the Companies Act, 1956, securities contracts, (regulation) Act, 1956, securities and exchange board of india Act, 1992 and the rules, regulations, guidelines, circulars issued thereunder are complied with.We confirm that all comments/ complaints received on the draft offer document filed on the website of BSE have been suitably addressed”disclaimer clause of the rbiThe coMPAny is hAVing A VAlid cerTificATe of regisTrATion dATed deceMber 12, 2008 issued by The reserVe bAnK of indiA under secTion 45 iA of The reserVe bAnK of indiA AcT, 1934. hoWeVer, The rbi does noT AccePT Any resPonsibiliTy or guArAnTee AbouT The PresenT PosiTion As To The finAnciAl soundness of The coMPAny or for The correcTness of Any of The sTATeMenTs or rePresenTATions MAde or oPinions exPressed BY THE COMPANY AND FOR REPAYMENT OF DEPOSITS/ dischArge of liAbiliTy by The coMPAny.listing The NCDs proposed to be offered in pursuance of the Prospectus will belisted on the BSE. We have received the in-principle approval dated August 08, 2014from the BSE. The application for listing ofthe NCDs will be made to BSE at an appropriate stage If permission to deal in and for an official quotation of our NCDs is not granted by the BSE, our Company will forthwith repay, without interest, all monies received from the applications in pursuance of the Prospectus.Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at the stock exchange mentioned above are taken within 12 Working Days from the date of allotment.

For the avoidance of doubt, it is hereby clarified that in the event of non subscription to any one or more of the Options, such NCDs with Option(s) shall not be listed.consentsConsents in writing of: (a) the Directors, (b) our Company Secretary and Compliance Officer,(c) Chief Financial Officer (d) Bankers to our Company, (e) Lead Manager, (f) the Registrar to the Issue, (g) Legal Advisor to the Issue, (h) Credit Rating Agencies, and (i) the Debenture Trustee to act in their respective capacities, have been obtained and the same will be filed along with a copy of the Prospectus with the ROC.The consent of the Statutory Auditors of our Company, namely Rangamani & Co, Chartered Accountants for (a) inclusion of their names as the Statutory Auditors, (b) examination reports on Reformatted Summary Financial Statements in the form and context in which they appear in the Prospectus, have been obtained and has not withdrawn such consent and the same will be filed along with a copy of the Prospectus with the Registrar of Companies, Kerala and Lakshwadeeep.expert opinionExcept the (i) Auditors report on Financial Statements issued by Rangamani & Co, Chartered Accountants dated July 28, 2014, and (ii) Statement of Tax Benefits issued by Rangamani &Co, Chartered Accountants dated July 28, 2014, and (iii) reports issued by ICRAdated July 25, 2014in respect of the credit ratings issued thereby for this Issue which furnishes the rationale for its rating our Company has not obtained any expert opinions.common form of TransferThe Issuer undertakes that there shall be a common form of transfer for the NCDs and the provisions of the Companies Act, 1956/the relevant provisions of the Companies Act, 2013 applicable as on the date of the Prospectus and all applicable laws shall be duly complied with in respect of all transfer of debentures and registration thereof.Minimum subscriptionIf our Company does not receive the minimum subscription of 75 % of the Base Issue, i.e. ` 1,500 million prior to the Issue Closing Date, the entire subscription amount shall be refunded to the Applicants within 12 Days from the date of closure of the Issue.The refunded subscription amount shall be credited only to the account from which the relevant subscription amount was remitted In the event, there is a delay, by the issuer in making the aforesaid refund, the Company will pay interest at the rate of 15% per annum for the delayed period.filing of the draft ProspectusA copy of theDraft Prospectus has been filed with theDesignated Stock Exchange in terms of Regulation 7 of the Debt Regulation for dissemination on their website.Debenture Redemption ReserveSection 71 of the Companies Act, 2013, read with Rule 18 made under Chapter IV of the Companies Act, 2013, requires that any company that intends to issue debentures must create a DRR for the purpose of redemption of debentures, in accordance with the following conditions: (a) the DRR shall be created out of the profits of the company available for payment of dividend, (b) the DRR shall be equivalent to at least 25%of the amount raised through public issueof debentures in accordance with the SEBI Debt Regulations in case of NBFCs registered with the RBI and no DRR is required in the case of privately placed debentures. Accordingly our Company is required to create a DRR of 25% of the value of the NCDs issued through the Issue. In addition, as per Rule 18 (7) (e) under Chapter IV of the Companies Act, 2013, the amounts credited to DRR shall not be utilised by our Company except for the redemption of the NCDs. Every company required to create or maintain DRR shall before the 30th day of April of each year, deposit or invest, as the case may be, a sum which shall not be less than 15% of the amount of its debentures maturing during the year ending on the 31st day of March, following any one or more of the following methods:(a) in

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deposits with any scheduled bank, free from charge or lien; (b) in unencumbered securities of the Central Government or of any State Government; (c) in unencumbered securities mentioned in clauses (a) to (d) and (ee) of section 20 of the Indian Trusts Act, 1882; (d) in unencumbered bonds issued by any other company which is notified under clause (f) of section 20 of the Indian Trusts Act, 1882. The amount deposited or invested, as the case may be, shall not be utilised for any purpose other than for the repayment of debentures maturing during the year referred to above, provided that the amount remaining deposited or invested, as the case may be, shall not at any time fall below 15% of the amount of debentures maturing during the 31st day of March of that year. This may have a bearing on the timely redemption of the NCDs by our Company.

risK fAcTorsProspective investors should carefully consider the risks and uncertainties described below, in addition to the other information contained in the Prospectus including the sections titled “Our Business” and “Financial Information” at pages 83 and 124 of the Prospectus, respectively, before making any investment decision relating to the NCDs.If any of the following risks or other risks that are not currently known or are now deemed immaterial, actually occur, our business, financial condition and result of operation could suffer, the trading price of the NCDs could decline and you may lose all or part of your interest and / or redemption amounts. The risks and uncertainties described in this section are not the only risks that we currently face. Additional risks and uncertainties not known to us or that we currently believe to be immaterial may also have an adverse effect on our business, results of operations and financial condition.Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify the financial or other implications of any of the risks mentioned herein. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another.ThisProspectus contains forward looking statements that involve risk and uncertainties. Our Company’s actual results could differ materially from those anticipated in these forward looking statements as a result of several factors, including the considerations described below and elsewhere in the Prospectus.unless otherwise stated, financial information used in this section is derived from the Reformatted Financial Statements as of and for the years ended March 31, 2009, 2010, 2011, 2012, 2013 and 2014 prepared under the Indian GAAP.

inTernAl risK fAcTorsrisks relating to our business and our company1. We and certain of our Directors are involved in certain legal

and other proceedings (including criminal proceedings) that if determined against us, could have a material adverse effect on our business, financial condition and results of operations.

2. The “Muthoot” logo and other combination marks are proposed to be registered in the name of our Promoters. If we are unable to use the trademarks and logos, our results of operations may be adversely affected. Further, any loss of rights to use the trademarks may adversely affect our reputation, goodwill, business and our results of operations.

3. Our business requires substantial capital, and any disruption in funding sources would have a material adverse effect on our liquidity and financial condition.

4. Our financial performance is particularly vulnerable to interest rate risk. If we fail to adequately manage our interest rate risk in the future it could have an adverse effect on our net interest margin, thereby adversely affecting our business and financial condition.

5. We may not be able to recover the full loan amount, and the value of the collateral may not be sufficient to cover the outstanding amounts due under defaulted loans. Failure to recover the value of the collateral could expose us to a potential loss, thereby adversely affect our financial condition and results of operations.

6. We face increasing competition in our business which may result in declining margins if we are unable to compete effectively. Increasing competition may have an adverse effect on our net interest margin, and, if we are unable to compete successfully, our market share may decline.

7. We have certain contingent liabilities; in the event any of these contingent liabilities materialise, our financial condition may be adversely affected.

8. We may not be able to successfully sustain our growth strategy. Inability to effectively manage our growth and related issues could materially and adversely affect our business and impact our future financial performance.

9. We may not be in compliance with relevant state money lending laws, which could adversely affect our business. In the event that any state government requires us to comply with the provisions of their respective state money lending laws, or imposes any penalty, including for prior non-compliance, our business, results of operations and financial condition may be adversely affected.

10. A major part of our branch network is concentrated in southern India and any disruption or downturn in the economy of the region would adversely affect our operations.

11. Our indebtedness and the conditions and restrictions imposed by our financing agreements could restrict our ability to conduct our business and operations in the manner we desire.

12. Our financing arrangements contain restrictive covenants that may adversely affect our business and operations, some of which we are currently in breach of or have breached in the past.

13. Our Gold Loans are due within one year of disbursement, and a failure to disburse new loans may result in a reduction of our loan portfolio and a corresponding decrease in our interest income.

14. If we are not able to control or reduce the level of non-performing assets in our portfolio, the overall quality of our loan portfolio may deteriorate and our results of operations may be adversely affected.

15. We face difficulties in carrying out credit risk analyses on our customers, most of whom are individual borrowers, which could have a material and adverse effect on our results of operations and financial condition.

16. Our customer base comprises entirely of individual borrowers, who generally are more likely to be affected by declining economic conditions than large corporate borrowers. Any decline in the repayment capabilities of our borrowers, may result in increase in defaults, thereby adversely affecting our business and financial condition.

17. Because we handle high volume of cash and gold jewellery in a dispersed network of branches, we are exposed to operational risks, including employee negligence, fraud, petty theft, burglary and embezzlement, which could harm our results of operations and financial position.

18. A decline in our capital adequacy ratio could restrict our future business growth.

19. If we fail to maintaineffective internal control over financial reporting in the future, the accuracy and timing of our financial reporting may be adversely affected.

20. We may experience difficulties in expanding our business into additional geographical markets in India, which may adversely

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affect our business prospects, financial conditions and results of operations.

21. System failures or inadequacy and security breaches in computer systems may adversely affect our operations and result in financial loss, disruption of our businesses, regulatory intervention or damage to our reputation.

22. We may not be able to maintain our current levels of profitability due to increased costs or reduced spreads.

23. Our ability to access capital also depends on our credit ratings. Any downgrade in our credit ratings would increase borrowing costs and constrain our access to capital and lending markets and, as a result, would negatively affect our net interest margin and our business.

24. We may be subject to regulations in respect of provisioning for non-performing assets that are less stringent than in some other countries.If such provisions are not sufficient to provide adequate cover for loan losses that may occur, this could have an adverse effect on our financial condition, liquidity and results of operations.

25. We are subject to supervision and regulation by the RBI as a non-deposit-taking systemically important NBFC. In case of any adverse change in the regulations, we may have to comply with stricter regulations and guidelines issued by regulatory authorities in India which may adversely affect our business, results of operation and financial condition.

26. Recent RBI regulations have made our Gold Loans ineligible for securitization, making our cost of funds higher

27. Our ability to assess, monitor and manage risks inherent in our business differs from the standards of some of our counterparts in India and in some developed countries. Inability to effectively manage our risk management systems can adversely affect our business, financial condition and results of operation.

28. Any failure by us to identify, manage, complete and integrate acquisitions, divestitures and other significant transactions successfully could adversely affect our results of operations, business and prospects.

29. In order to be successful, we must attract, retain and motivate key employees, and failure to do so could adversely affect our business. Failure to hire key executives or employees could have a significant impact on our operations.

30. Our insurance coverage may not be adequate to protect us against all potential losses to which we may be subject. Any liability in excess of our insurance claim could have a material adverse effect on our results of operations and financial position.

31. Our results of operations could be adversely affected by any disputes with our employees.

32. Our inability to obtain, renew or maintain our statutory and regulatory permits and approvals required to operate our business may have a material adverse effect on our business, financial condition and results of operations.

33. Major lapses of control, system failures or calamities could adversely impact our business.

34. Our ability to borrow from various banks may be restricted on account of guidelines issued by the RBI imposing restrictions on banks in relation to their exposure to NBFCs. Any limitation on our ability to borrow from such banks may increase our cost of borrowing, which could adversely impact our growth, business and financial condition.

35. We have entered into certain transactions with related parties. Any transaction with related parties may involve conflicts of interest.

36. We have not entered into any definitive agreements to utilise a substantial portion of the net proceeds of the Issue.

37. We continue to be controlled by our Promoters and they will continue to have the ability to exercise significant control over us. We cannot assure you that exercise of control by our Promoters will always favour our best interest.

38. Our business strategy may change in the future and may be different from that which is contained herein. Any failure to successfully diversify into other businesses can adversely affect our financial condition.

39. Our Promoters, Directors and related entities have interests in a number of entities, which are in businesses similar to ours and this may result in potential conflicts of interest with us.

40. We are significantly dependent on our management team and our ability to attract and retain talent. Loss of any member from our management team can adversely affect our business and results of operation.

41. Our employees may be the target of theft, burglary and other crimes which may adversely affect our business, operations, and ability to recruit and retain employees.

42. Our internal procedures, on which we rely for obtaining information on our customers and loan collateral, may be deficient and result in business losses.

43. We do not own a majority of our branches of operation. Any termination of arrangements for lease of our branches or our failure to renew the same in a favourable, timely manner, or at all, could adversely affect our business and results of operations. Most of the lease agreements entered into by our Company may not be duly registered or adequately stamped.

44. Our business and activities may be regulated by the Competition Act, 2002.

exTernAl risK fAcTorsrisk factors related to india45. There could be political, economic or other factors that are

beyond our control but may have a material adverse impact on our business and results of operations should they materialize.

46. A decline in India’s foreign exchange reserves may affect liquidity and interest rates in the Indian economy, which could adversely impact our financial condition.

47. Companies operating in India are subject to a variety of central and state government taxes and surcharges. Any increases tax rates could adversely affect our business and results of operations.

48. Public companies in India, including our Company, may be required to prepare financial statements under the IFRS or a variation thereof, namely IND AS. The transition to IND AS is still unclear and we may be negatively affected by this transition.

risks relating to the issue and the ncds49. We cannot guarantee the accuracy or completeness of facts and

other statistics with respect to India, the Indian economy and the NBFC and Gold Loan industries contained in the Prospectus.

50. There are certain risks in connection with the Unsecured NCDs.51. There are other lenders and debenture trustees who have pari

passu charge over the Security provided52. Changes in interest rate may affect the price of our NCD. Any

increase in rate of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the price of our NCDs.

53. You may not be able to recover, on a timely basis or at all, the full value of the outstanding amounts and/or the interest accrued thereon in connection with the Secured NCDs. Failure or delay to recover the expected value from a sale or disposition of the assets charged as security in connection with the Secured

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NCDs could expose you to a potential loss.54. If we do not generate adequate profits, we may not be able

to maintain an adequate DRR for the NCDs issued pursuant to theProspectus, which may have a bearing on the timely redemption of the NCDs by our Company.

55. There may be no active market for the NCDs on the retail debt market/capital market segment of the BSE. As a result the liquidity and market prices of the NCDs may fail to develop and may accordingly be adversely affected.

56. There may be a delay in making refund to Applicants.57. Any downgrading in credit rating of our NCDs may adversely

affect the value of NCDs and thus our ability to raise further debts.

58. Securities on our Secured NCDs rank as pari passu with our Company’s secured indebtedness.

59. Security provided for the Issue may not be enforceable if the security provided for the Issue is classified as ‘Assets’ under the IT Act and will be void as against any claim in respect of any tax or any other sum payable by our Company.

60. Payments to be made on the NCDs will be subordinated to certain tax and other liabilities preferred by law. In the event of bankruptcy, liquidation or winding-up, there may not be sufficient assets remaining to pay amounts due on the NCDs.

61. The fund requirement and deployment mentioned in the Objects of the Issue have not been appraised by any bank or financial institution

62. The Prospectus includes certain unaudited financial information, which has been subjected to limited review, in relation to our Company. Reliance on such information should, accordingly, be limited.

Prominent Notes: This is a public issue of Secured NCDs and Unsecured NCDs

aggregating up to ` 2,000 millionwith an option to retain over-subscription up to ` 2,000 millionfor issuance of additional Secured NCDs and Unsecured NCDs aggregating to a total of up to ` 4,000 million. The Unsecured NCDs will be in the nature of the Subordinated Debt and will be eligible for Tier II capital.

For details on the interest of our Company’s Directors, see the sections titled “Our Management” and “Capital Structure” beginning at pages 102 and 63 of the Prospectus, respectively.

Our Company has entered into certain related party transactions, within the meaning of AS 18 as notified by the Companies (Accounting Standards) Rules, 2006, as disclosed in the section titled “Financial Information” beginning on page 124 of the Prospectus.

Any clarification or information relating to the Issue shall be made available by the Lead Manager and our Company to the investors at large and no selective or additional information would be available for a section of investors in any manner whatsoever.

Investors may contact the Registrar to the Issue, Compliance Officer, the Lead Manager for any complaints pertaining to the Issue. In case of any specific queries on allotment/refund, Investor may contact the Registrar to the Issue.

In the event of oversubscription to the Issue, allocation of NCDs will be as per the “Basis of Allotment” set out on page 247 of the Prospectus.

Our Equity Shares are listed on the NSE and BSE. Our non-convertible debentures issued pursuant to four public issues in the past are listed on NSE and/or BSE.

As of March 31, 2014, we had certain contingent liabilities not provided for, amounting to ` 197.51 million.For further information on such contingent liabilities, see “Financial

Information” on page 124 of the Prospectus. For further information relating to certain significant legal

proceedings that we are involved in, see “Pending Proceedings and Statutory Defaults” beginning on page 251 of the Prospectus.

declArATionWe, the Directors of the Company, certify that all the relevant provisions of the Companies Act, 1956/Companies Act, 2013, as applicableon the date of the Prospectusand the guidelines issued by the Government of India or the guidelines issued by the Securities and Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with. We further certify that the disclosures made in the Prospectus are true and correct and in conformity with the Companies Act, 1956 and the relevant provisions of the Companies Act, 2013 to the extent applicableas on the date of the Prospectus, Schedule I of SEBI (Issue and Listing of Debt Securities) Regulations, 2008, the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956 and the Listing Agreement to be executed with the stock exchanges, and no statement made in the Prospectus is contrary to the provisions of the Companies Act, 1956 the relevant provisions of the Companies Act, 2013 applicable as on the date of the Prospectus, the Securities Contracts (Regulation) Act, 1956 or the Securities and Exchange Board of India Act, 1992 or rules, guidelines and circulars issued thereunder.SIGNED BY ALL DIRECTORS:

M. g. george MuthootWhole Time Director and Chairman Sd/-

george Thomas MuthootWhole Time Director Sd/-

george Jacob MuthootWhole Time Director Sd/-

george Alexander MuthootManaging Director Sd/-

K. george JohnIndependent Director Sd/-

K. John MathewIndependent Director Sd/-

John K PaulIndependent Director Sd/-

george JosephIndependent Director Sd/-

Date: August 11, 2014Place: Kochi, India

for furTher deTAils, PleAse refer To The ProsPecTus

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TiMing for subMission of APPlicATion forMApplication shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time, “IST”) during the Issue Period as mentioned above by the Members of the Syndicate, Trading Members and designated branches of SCSBs, except that on the Issue Closing Date when the Applications if any, shall be accepted only between 10.00 a.m. and 3.00 p.m. (IST) and shall be uploaded until 5.00 p.m. (IST) or such extended time as permitted by the Stock Exchanges. It is clarified that the Applications not uploaded in the Stock Exchange Platform would be rejected.Due to limitation of time available for uploading the Applications on the Issue Closing Date, the Applicants are advised to submit their Applications one day prior to the Issue Closing Date and, in any case, no later than 3.00 p.m. (IST) on the Issue Closing Date. All times mentioned in the Prospectus are Indian Standard Time. Applicants are cautioned that in the event a large number of Applications are received on the Issue Closing Date, as is typically experienced in public offerings, some Applications may not get uploaded due to lack of sufficient time.Such Applications that cannot be uploaded will not be considered for allocation under the Issue. Applications will be accepted only on Business Days, i.e., Monday to Friday (excluding any public holiday). Neither our Company, nor any Member of the Syndicate, is liable for any failure in uploading the Applications due to faults in any software/hardware system or otherwise.

cenTers for AVAilAbiliTy And AccePTAnce of APPlicATion forMs

In case of Applicant applying through ASBA Process in any Specified Cities i.e. 12 cities, namely, Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bangalore, Hyderabad, Pune, Baroda and Surat, the ASBA Applicant can also submit their Application Form with the Members of Syndicate, at the addresses provided below, for uploading of the Application. The respective Member of Syndicate after uploading of the Application shall forward the Application Form to the Specified Branches of SCSBs for blocking of funds. At all other places (except Specified Cities, as above),the ASBA Application Forms should be submitted with the Designated Branch of SCSBs only and non ASBA Applications should be submitted to the Members of Syndicate/ Trading Members as specified below:

bidding cenTre deTAils - leAd broKers

icici securiTies liMiTedMuMbAi : ICICI Securities Ltd, 5th Floor, H.T Parekh Marg, Back Bay Reclamation, Churchgate, MUMBAI - 400020; ICICISecurities Ltd, Shree Sawan Knowledge Park, Gr. Floor, Plot No. D-507, T.T.C Industrial Area, M.I.D.C, Turbhe, Near JuinagarRailway Station, Turbhe - 400705.

Axis cAPiTAl liMiTedbAngAlore: Axis capital ltd, 2A, 2nd Floor, REDIFICE Signature, Hospital Road, Pin: 560001,Ph: 080-40333222, chennAi: Axis securities ltd, 11, Vijay Delux Apartments, 7/4 First Main Road, CIT Colony, Mylapore, Pin: 600004,Ph: 044-39184335/4226, hyderAbAd: Axis securities ltd, 6-3-650/217B & C, Maheshwari Chambers, 2nd Floor, Somajiguda, Pin: 500082,Ph: 040-39893626/30658502, MuMbAi: Axis capital ltd, 4A/5C, Khatau Building, Ground floor, Alkesh Dinesh Mody Marg, Fort, Pin: 400001, Ph: 022-22677901, neW delhi: Axis capital ltd, 815-816,8th Floor, Ambadeep Building, K.G.Marg, Pin: 110001,Ph: 011-46769649, Pune: Axis capital ltd, 1248 A, Asmani Plaza, 1st Floor, Opp Cafe Goodluck, Deccan Gymkhana, Pin: 411004, Ph: 020-30547125, rAJKoT: Axis securities ltd, 703, 7th Floor,Star Chambers, Harihar Chowk, Pin: 360 001, Ph:9724333149/9427200149 VAdodArA: Axis securities ltd, 515, Race Course Tower, Pashabhai Park, Race Course, Pin: 390007, Ph: 9377225295,

edelWeiss broKing liMiTedAHMEDABAD: Edelweiss Broking Limited; Edelweiss House, 2nd Floor, Near Samved Hospital, H. L. Commerce Six Road, Navrangpura, Ahmedabad-380009. Tel: 079-40019888 BANGALORE: Edelweiss Broking Limited; ASWAN, 15/6 Ground Floor, Prime Rose Road, Bangalore – 560001. Tel: 080 – 42471113. HYDERABAD: Edelweiss Broking Limited; 2nd Floor, M B Towers, Plot No.5, Road No.2, Banjara Hills, Hyderabad-500016. Tel: 040–40316911. JAIPUR: Edelweiss Broking Limited; 601/602, 6th Floor, Green House, Ashok Marg, C Scheme, Jaipur 302001. Tel: 0141-4045167. KOLKATA: Edelweiss Broking Limited; Edelweiss, 1st Floor, Chhabil Das Tower, 6 A- Middleton Street, Kolkata, West Bengal- 700071. Tel: 033-40311940. MUMBAI: FORT: Edelweiss Broking Limited; 101,1st Floor, 12 New Bake House, Opp. Maharashtra State Co-op Bank, Near Old Karvy office, Fort, Mumbai-400001. Tel: 022-67494580/81. Edelweiss Broking Limited; 104, 1st Floor, P J Towers, Bombay Stock Exchange Bldg, Fort, Mumbai- 400001. Tel: 022-67471345 / 022-67494586. GHAKTOPAR: Edelweiss Broking Limited; Atlantic Commercial Tower, RB Mehta Road, Near Patel Chowk, Ghatkopar East, Mumbai-400077. Tel: 022-25012611/12, SANTACRUZ: Edelweiss Broking Limited; Office No 111, 1st Floor, Dheeraj Heritage, Near Milan Subway, Santacruz West, Mumbai-400054 Tel: 022-26609338. BORIVALI: Edelweiss Broking Limited, Viray Deep Apts, Chandaverkar Road, opp Mayur Tower, Borivali (W). Mumbai-400092 Tel: 022-28914367. NEW DELHI: Edelweiss Broking Limited; 8-B, 8th Floor, Atma Ram House, Tolstoy Marg, New Delhi- 110001. Tel: 011- 46501116/7 PUNE: Edelweiss Broking Limited; 1184, Unit No 3, 1st Floor, Gokul Building, F C Road, PUNE - 411005, Tel: 020-66056672. SURAT: Edelweiss Broking Limited; 108, Vishwakarma Chambers, B/S ITC, Majuragate, Ring Road, Surat – 395002, Tel: 0261-2460537.

hdfc securiTies liMiTedHDFC Securities Limited, I Think Techno Campus Building-B,”Alpha”, Office Floor 8, Opp. Crompton Greaves, Near Kanjurmarg Station Kanjurmarg(East), Mumbai 400 042 India.

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indiA infoline liMiTedHead Offlice -: IIFL Center, B Wing, Trade Centre, Kamala Mills Compound, Off Senapati Bapat Marg, Lower Parel,Ahmedabad -: 4th Floor, High Street I, Above promart mall, Law Garden Cross Road, Ahmedabad-380006 Tel No .079-39874071. Ahmedabad-: India Infoline Limited, 2nd Floor, High Street 1, NR. G.L.S. College, Above Pro Mart Mall, LAW Garden Cross Road, Ahmedabad-380006.-Tel:7567182782Bangalore -: 31/9, Krimson Square,2nd Floor, Above Vishal Megamart,Rupena Agrahara, Hosur Main Road, Bangalore 560 068 Tel No. 080-42618100. Banglore -: India Infoline Ltd, SG007, South block, Manipal Centre, Deckenson Road Banglore-560042.Tel : 080-9164259595 Baroda -: GF-14/15 AMrapali Complex Water Tank Road, Karelibaug, Vadodara-390018. Tel No -: 0265-3018261.Baroda -: 3rd Floor, Bhagwan Chambers,Opp. Circuit House, Alkapuri Baroda – 390007. Tel:9924116183. GF-14/15 AMrapali Complex Water Tank Road, Karelibaug, Vadodara-390018. Tel No -: 0265-3018261 Bhubaneshwar -: SOMI PALACE, 1st Floor, Plot No-M5/17,Acharya Vihar, Bhubaneswar-751013 Tel No. 0674-2376414. Chandigarh -: 3015/16, 2nd Floor, Sec 22D, Opp Kishan bhawan, Chandigarh-160022.Tel No. 0172- 4650980. Chennai -: Tower No-143, MGR Salai, Near To Life Line Hospital Perungudi, Chennai-600096 Tel No. 044-43982650. Chennai-: Ganesh Complex, 2nd Floor, 393/280, Annasalai Teynampet, Chennai-600018.Tel : 9176554951 Chunniganj-: India Infoline Ltd, MCS Building, 96-5, Chunniganj The Mall, Kanpur UP-208001. Durgapur : India Infoline Limited-Nachan road , Bhiringi , Benachitty Opp Ajit banerjee Buliding,Durgapur -713213.Ph No - 0343-2588045. Goa -: Alfran Plaza , 2Nd Floor, No S - 59/60,M.G.Road, Near Don Bosco School, Panaji Goa 403001 Tel No. 0832-2220011/12/13/14. Hyderabad -: India Infoline Ltd, D.No. 5-9-22/B/501, 5th & 6th Floor,My Home Sarovar Plaza,Secretariat Road,Hyderabad-500004. Tel No. 040-44889630. Hyderabad:-India Infoline Limited, My Home Sarovar Plaza, Secret Ariat Road, Hyderabad-04. Hubli-: India Infoline Ltd, 1st Floor, Sona Chambers, Club Road, HUBLI-580029. Tel : 09886021182.Jaipur -: 5Th Floor, City Mall,Bhagwandas Road,(Near To Rajmandir Cinema) Jaipur -302001. Tel No. 0141-3063301. Jaipur -: India Infoline Ltd, 50, JDA MARKET, Mansarovar Link Road, Hans Marg,Gopalpura Byepass,Jaipur-302018 Tel No. 0141-3085032. Jamshedpur -: 1st Floor,Tiweri Bechar,Bistupur,Jamshedpur-831001. Tel No. 09771435523. Kochi -:2Nd Floor,Sana Tower,M.G.Road,Jose Junction, Kochi -16. Tel No. 0484- 4028071. Kolkata -: Zonal Off, 1, Shakespere Sarani, Acmarket, 5Th Floor, Kolkata -700071. Tel No. 033-64590742. Kolkata -: India Infoline Ltd,Zonal Off, 1, Shakespere Sarani, ACMarket,Theatre Road,9th Floor, Kolkata -700071. Meerut - 2Nd Floor, Above Hdfc Bank,381 Westwern Kacheri Road,Meerut-250002. Tel No. 0121- 40161777. Mumbai -: India Infoline Limited, IIFL House, PlotNo.B-23, Road No.16, Thane Wagle estate, Thane (W)-400604. Tel No. 41035273/74/41030211. Mumbai -: India Infoline Ltd,Off No-1A, Building No 105,Opp. Bharat House,Mumbai Samachar Marg,Fort, Mumbai 400001. Tel No. 8898073617/20 , 022-49142100. Mumbai-Borivli: India Infoline Ltd,Shop No. 4, Anuradha / Anuja Co Op HSG Soc, Chandavarkar Road,Manek Nagar,Opp HDFC AMC, Punjabi Lane,Borivali West, Mumbai – 400092. Tel:8898077580 Nashik -:10 & 11, Viraj Corner, Canada Corner, Nashik-422005. Tel No. 0253-3918750. New Delhi - : 71/3, 1St Floor, Rama Road, Najaphgarh Road, Above Dhl Bldg, Motinagar New Delhi-110015. Tel No. 011-42965037. New Delhi -: India Infoline Ltd71/3 ,1st Flr Najafgarh Road,Industrial Area , New Delhi -110015. 011-49315057. Patna - : 2nd Floor, Ashiana Chamber, Block ‘A’, Exibition Road, Opp.Republic Hotel, Patna -800001. Tel No. 0612-6455416. Pune -: 5Th Floor, Lohia Jain It Park, Chandani Chowk, Paud Road, Pune-411038. Tel No. 020-30913423/020-30913414. Pune-: India Infoline Ltd,Plot No 886,CTS -1249/1250,Office No. C ,Above Greetwel,Goodluck Chowk Deccan Gymkhana Pune 411004. Raipur -: Nagdev Plaza, Block-A,1St Floor,Jail Road,Infront Of Hotel Satluj,Kutchery Chowk. Raipur-492001. Tel No. 0771- 4211666/7714211601. Rajkot -: Millennium Square,2Nd & 3Rd Floor,Opp Royale Inn Hotel,Phulchab Chowk, Rajkot-360001. Tel No. 0281-6198301. Secunderabad -: 12-5-29/11, 2nd floor, Castle Mansion, Above Appollo Hospitals, Batukammakunta, Tarnaka Secunderabad- 500017. 040-40078293. Surat -:701, 702, 709, 710, 21st Century Business Centre, Near Udhna Darwaja, Ring Road, Surat-395002. Tel No. 0261- 6677515.

inTegrATed enTerPrises (indiA) liMiTed

Ahmedabad - Mani nagar - LG 12/13/14, H.J. House, Opp. IBP Petrol Pump, Rambaugh, Maninagar - 380 008. Phone : 25450718 / 25463670.Navrangpura -21, Nirman, Gr.Floor, Behind Navrangpura Bus Stop, Navrangpura, Ahmedabad - 380 009. Phone : 26443289 / 26447825.bangalore – Malleswaram - No 12, Ramanuja Plaza, Ground Floor, 5th Cross, Malleswaram, Bangalore - 560 003. Phone : 23446386 / 23461470 indira nagar - No. 671, 17th D Cross, Indiranagar 2nd Stage,Bangalore - 560 038. Phone : 25258490 / 25219347 .Jayanagar - No-20( old CITB No-56), 1st Floor, 8th-F Main Road, Jayanagar 3rd Block, Bangalore, 560011. Phone : 080-22441561 / 080-26534659 .Koramangala – No.28, 1st Floor, 100 Feet Inner Ring Road, 3rd Block,Jayanagar Bangalore – 560 11 Phone : 41217750 / 41217751.banashankari - 1296 1st Floor, 30th Main Road Banashankari 2nd StageBangalore - 560 070. Phone : 32008338 / 26711389. bhopal - Manasarovar Complex,FM 14,C Block, First Floor,(Near Habibganj Railway Station),Habibganj Station Road, Bhopal – 462011. Phone : 4266005 / 4266006. baroda – Alkapuri -F- 40/41, National Plaza, 1st Floor, R.C.Dutt Road, Alkapuri, Baroda - 390 007. Phone : 2343677 / 2341608 . Makarpura -SB-12 Silver Coin, Basement, Opp. Bhavan’s School, Teen Rasta, Makarpura Road, Vadodara - 390 009. Phone : 6451008 / 2648001.raopura - GF-4 Mahavir Complex, Near G.E.B. Sub Station, Navrang Talkies Road, Raopura, Baroda - 390 001. Phone : 2421099 / 6585433..chennai Adyar - Ground Floor, 15, Balaram Road, Adyar, Chennai - 600 020. Phone : 24420776 / 24914178/24451575.Ambattur - Old No.18/2 , New No.58,Mounasamy Madam Street,Ambattur, Chennai - 600 053. Phone : 26570654 / 26570679.Anna nagar - No: W-65 A1, TLV Manor, Ground Floor,(Opp. Tower Club), Annanagar, Chennai - 600 040. Phone : 26282616 / 26214371. Ashok nagar - Old No.22, New No.8, II Floor, 10th Avenue, (Above Krishna Sweets), Ashok Nagar, Chennai - 600 083. Phone : 24895378 / 24718482. chrompet No.53 and 55, First Floor, Shop-C, Station Road, Radha Nagar, Chrompet,Chennai - 600 044. Phone : 22653171 / 22653172. george Town Old No 111 New No 227, Thambu Chetty Street,First Floor (Near Kalikambal Kovil),George Town ,Chennai - 600 001. Phone : 25241041 / 25219488. Mogappair -Plot 393-B,Shop S -1,2nd Floor, Thriuvallur Salai, Mogappair, Chennai - 600 037 Phone : 26560587 / 26562586 .Mylapore - No.11A, Gr Floor, East Abiramapuram, 1st Street, Mylapore, Chennai - 600 004. Phone : 24983748 / 24983502. nanganallur - No 15, 14th Street, 3rd Main Road, Nanganallur, Chennai - 600 061. Phone : 22673928 / 22673728. Perambur - 56, Madhavaram High Road, First Floor, Opp.SBI, Perambur, Chennai - 600 011. Phone : 25521353 / 25521352. Porur - No:9 vinayagar Koil St, New Colony,(Near St. John`s School), Porur, Chennai - 600 116. Phone : 24768399. Periyar nagar - No.5, 2nd Floor, Chelliamman

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Colony, Papermills Road, (Next to Shanmuga Mahal), Peravallur, Chennai - 600 082. Phone : 26713123 /24 / 26713125 /26. Tambaram - 135, (Old No.33) Ayyaswamy Street, West Tambaram, Chennai-600 045. Phone : 22260557 / 22260386. T.nagar - Motilal street - 42/1, Motilal Street, T.Nagar, Chennai - 600 017.Phone : 24347830 / 24341642. T.nagar - north usman road - 1st Floor, Kences Towers, 1, Ramakrishna Street, North Usman Road, T.Nagar, Chennai - 600 017. Phone : 28140484. Triplicane -Old No.33,New No.69 1st Floor, SVS Center, Big Street, Triplicane, Chennai - 600 005.Phone : 28543156. Velachery - 189/2, 100 Feet By-pass Rd, Next to Appasamy Hospital,Vijayanagar,Velachery,Chennai-600 042.Phone : 42184538 / 42184970. Virugambakkam - No:1,Rajeshwari Colony, (Near Girias & next to LIC) Virugambakkam. chennai-93Virugambakkam, Chennai – 600 092 Phone : 23774408 / 23774497. West Mambalam - 36, Thambaiah Reddy Road North Extn, West Mambalam, Chennai - 600 033.Phone : 23720701 / 23720702, 23720703. coimbatore – r.s.Puram - Janaki Apts., Ground Floor, 29/176, Ramalingam Road (West), R.S. Puram, Coimbatore - 641 002. Phone : 2471944 / 2471505.saibaba colony - Shop No.19 / 20 Ground Floor, Aarpee Centre,320 N NSR Rd, Saibaba Colony, Coimbatore - 641011 . Phone : 2434391 / 2434358 . cochin - ‘RAJ SOUDH’, I Floor, 39/3477, M.G.Road, Ernakulam - 682 016. Phone : 2358922 / 2358923 . goa - 106, 1st Floor, Durga Chambers, Opp. Kenis Hotel, 18th June Road, Panjim,Goa - 403 001. Phone : 2426904 / 2426905. hyderabad - No.5-10-197/A, G4, I Floor, Reliance Krishna Apts, Beside Kalanjali Bhavan, Navad Pahad, Hill Fort Road, Hyderabad - 500 004. Phone : 23242375 / 23242472 .Jamshedpur -Shop No.8, Meghdeep Apts, H No.5, Line No.2, Q Road, Bistupur, Jamshedpur, Pincode - 831001, Jharkhand. Phone : 2756319 / 2756321. Kolkata – dalhousie - No. 210, A-Wing,2nd Floor, 24.Hemanta Basu Sarani,Mangalam,Kolkata - 700001 Phone : 22310556 / 22310557 / 22310558. Kolkata – garia -D/122, Ramgarh, P.O.Naktala, Garia Ganguli Bagan, Kolkata – 700047.Phone : 24290552 / 24290553/ 24290554.Kolkata - salt lake - BA-37, Sector -1, PNB Island, Kolkata- 700 064.Phone : 23580900 / 23580890.Kolkata – south -Flat No.1-B, 4C Lansdowne Place, Opp. Road of Ramakrishna Mission Hospital, Kolkata - 700 029. Phone : 24746400 / 24742705. lucknow - 207 - A, 2nd Floor, Saran Chambers II, 5, Park Road,Lucknow - 226 001. Phone : 2235736 / 2236766. Madurai - 82, 1st Floor, Vakkil New Street, Madurai - 625 001. Phone : 2630305 / 2620560. Mangalore - F-1, 1st Floor, Ram Bhavan Complex, Kodialbail - 575 003. Phone : 2440163 / 2447051. Mysore - 133, Shika Towers, Second Floor, Rama Vilas Road, Mysore - 570 024. Phone : 2424188 / 4266682. nellore - Shop No.27, Co-operative Bank Shopping Complex, Trunk Road, Nellore - 524 001. Phone : 2326297 / 2332040. nagpur – dhantoli - Block No.108, Sathyam Towers, (First Floor), (Diagonally opposite to BIG BAZAAR), Plot No.8, Wardha Road, Dhantoli, Nagpur – 440012. Phone : 2420105 / 2443106. nasik -B Wing, Parshuram Apts, Opp. Times of India Office, College Road,Nasik - 422 005. Phone : 2575524 / 2316300.new delhi – Janakpuri - UG - 30, Suneja Towers - II, District Centre, Janakpuri, Newdelhi - 110 058. Phone : 45170345 / 45170346. new delhi - Karol bagh - 1691 / 36, (I Floor), Arya Samaj Road,(Opp. to Satbhrawan School), Naiwala,Karol Bagh,New Delhi-110 005. Phone : 45170331 to 45170335.new delhi - nehru Place -No. 316, 3rd Floor, Hemkunt Chambers, Nehru Place, New Delhi - 110 019. Phone : 46681444 / 46681445.new delhi - Preet Vihar -204, Sagar Plaza, Next to Coffee Home, Laxmi Nagar District Centre,New Delhi - 110092 Phone : 47587168 / 47587169.Mumbai Andheri - No.210, II Floor, Centre Square, S.V.Road, Andheri West 400 058. Phone : 42087100 . bandra -Shop No.7, Veena Beena Complex, Opp Bandra Railway Station,Mumbai - 400 050. Phone : 26403883 / 26558735.Borivali - No. 4, Gora Gandhi Apts, I Floor, Above Hotel Samrat, Chandavarkar Lane,Borivali - 400 092. Phone : 42087200. chembur -11 and 12, Gr Floor, Neelkanth Commercial Complex, Next to Hotel Orchids, Govandi Road, Chembur - 400 071. Phone : 25210768 / 25217660. dadar West - F - 4, Ground Floor, F. Kasturchand Building, Gokhale Road South, Opp Portugese Church, Dadar West, Mumbai 400 028. Phone : 24318356 / 24318496. Dombivili - 107, Triveni Building, 1st Floor, Opp: Nityanand Hotel, Jawaharlal Nehru Road, Dombivli (E), Mumbai - 421 201. Phone : 2433471 / 2863717. fort - dalal st. - 59, Sonawala Building, Gr.Floor, Bombay Samachar Marg, Fort,Mumbai - 400 023. Phone : 22662825 / 22662728.ghatkopar - 24, Odeon Shopping Centre, Vallabhbaug Lane, Ghatkopar East, Mumbai-400 077. Phone : 40331501 / 40331502. Malad - No.7 1st floor,Abhishek commercial complex,Above Dena Bank,Plotno.104,S V Road Malad (w) Phone : 28802878 / 28823965.Matunga - No 15, Old Mahavir Building,Mahavir Market,Bhandarkar Road,Matunga East,Mumbai - 400 019. Phone : 24013163 / 24013164 .Mulund - S-13-14, Gala Kunj Apartments, Dr.Ambedkar Road, Mulund West,Mumbai - 400 080. Phone : 25690700 / 25927065. Thane station - No 102, I Floor,Shree Krishna Complex CHS Ltd, Dada Patil Wadi, Next to Ganesh Towers ,Thane West - 400 602. Phone : 25301256 /5301257.Thane - Vasant Vihar -22,Amrapali Arcade, Vasant Vihar, Pokhran Road 2, Thane West - 400 601. Phone : 21730813 / 21730814.Vashi - A-216, 1st Floor,Vashi Plaza, Sector - 17, Vashi, New Mumbai - 400 703 Phone : 27660042 / 27660043. Vile Parle -Shop No. 105, 1st Floor, Super Market,Monghibai Road, Next to Bank of Maharashtra,Vileparle East, Mumbai - 400 057. Phone : 26133855 / 26182137. Puduchery - No.40-A,Aurobindo Street, (Between M.G.Road & Mission Street), Pondicherry - 605 001. Phone : 2222155 / 4207233.Patna -No.313, Jagat Trade Centre, Fraser Road, Patna 800 001. Phone : 2205943. Palghat - No 15/152, J.K. Building, Coimbatore Road, Sulthanpet, Palakkad - 678001. Phone : 0491-3291019 / 2535519. Pune – camp -Shop No.23, East Street Gallery, East Street, Camp, Pune - 411 001. Phone : 26361633 / 26361634. Pune – Kothrud - Shop No 2, Sai Sayaji Villa 163, Azadwadi , Shastrinagar, Near Vivekanand Chowk, Kothrud Road, Pune - 411 038.Phone : 25389232 / 25388667. Pune - shukrawar Peth -7 and 8 Arthshilp, Gr.Floor, 1349, 1350, Shukrawar Peth, Bajirao Road,Pune - 411 002. Phone : 24473944 / 24481891.rajamundhry -6-14-7/1, Opp. Pala Varthakula Sangam, Achantavari St, T.Nagar,Rajamundhry – 533101. Phone : 2422120 / 2437533. rajkot - 130, Star Chambers, 1st Floor, Harihar Chowk, Dr. Rajendra Prasad Road,Rajkot - 360 001. Phone : 3041451 / 2240373. salem - Shop No.8/9/10, M.R.Complex, 1st Floor, No.114, Kanakupillai Street, Alagapuram, Salem - 636016. Phone : 2446727 / 2336746 .secunderabad - 202,Second Floor, Karan Centre Sarojin Devi Road, Secunderabad-500003. Phone : 27845605 / 27816080. surat - C-18 1st Floor,Belgium Chambers, Next to City Co-op Bank, Main Ring Road, Delhi Gate, Surat - 395 003. Phone : 2454535 / 2450086, 2410815.Thanjavur- 1999, Kamal Towers, West Main Street, Thanjavur – 613 009. Phone:230928 / 230929. Tirunelveli -Arunagiri Complex Next To SBI 25b-1/31 and 25b-1/32 I Floor, S.N.High Road, Tirunelveli Junction - 627 001Phone : 2323331. Trichy - Thillai nagar - 25-A Sastri road, Gitanjali Apts ,Thillai Nagar,Trichy – 620018. Phone : 2742068 / 2741468. Trichy - chatram bus stand - Chitra Complex - No.11, Gr. Floor, Near Chatram Bus Stand, Trichy - 620 002. Phone : 2703670 / 2716387.Trichy – srirangam - 1st Floor,Dr. Prabaker Rao Complex, 17-C,Gandhi Road,Srirangam, Trichy - 620 006. Phone : 2436211 / 2433512. Thrissur - 1st Floor, B Inland Arcade, Mannath lane, Thrissur - 680 001. Phone : 3204561 / 3204562. Trivandrum - Aashiana, 1 Floor, TC 28/2829 (2), Kuthiravattom Road, Trivandrum - 695 001.Phone : 0471-2461593. Vijayawada - D No. 29-13-29, Ist Floor, Kaleswara Rao Road, Near Dornakal X Roads,Suryaraopeta,Vijayawada - 520 002. Phone : 2472414 / 2470517 .Vishakapatnam - TC-1, 3rd Floor, Dwaraka Plaza, Main Road, Dwaraka Nagar, Vizag - 530 016 . Phone : 2513606 / 2747020.

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43MUTHOOT FINANCE LIMITED

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JM finAnciAl serVices liMiTed

AHMEDABAD : Mr Bhavesh Shah/Mr.Girish Shah, JM Financial Services Ltd, G-10 Chinubhai Centre, Gr. Flr,Nehru Bridge Corner,Ashram Road, Ahmedabad-380 009.Ph:079-2657 6666 – 70. BANGALORE : Mr Yeriswamy Reddy/Mr Prashant Upadhyay, JM Financial Services Ltd, 97/4 Residency Rd, Bangalore - 560 025.Ph:-080- 30912400/2299 8264/65/66/67. CHENNAI : Mr B Kalaiselvan/Ms. T V Sumithra, JM Financial Services Ltd, Gee Gee Crystal - 5th Floor,91-92. Dr.Radhakrishnan Salai,Mylapore, Chennai - 600 004. Ph:044-4225 5666. HYDERABAD : Mr D Chandrasekhar/Mr. Kalyan Chakravarthy, JM Financial Services Ltd, 9-10 Uma Chambers,3rd Floor, Banjara Hills, Hyderabad-500 034. Ph:040- 6636 0009/10/12/46. SECUNDERABAD : Mr Mallesh, JM Financial Services Ltd, 3rd Floor, 305 Jade Arcade, Opp Paradise Hotel, M G Road, Secundrabad- 500 003. Ph:(040) 3982 5200. INDORE : Mr. Manish Upadhyay/Aarti, JM Financial Services Ltd, UG-7 & 8, Ground Floor, D M Tower, ,21/1, Race Course Road,Indore-452 004. Ph:0731-3072111/4262111. JAIPUR : Mr Sanvar Mal Bhargav, JM Financial Services Ltd, G-7 & G-8,Brij Anukamba,Plot No.K-13, Ashoka Marg,C-Scheme,Jaipur -302 001. Ph:0141-3984400. KOLKATA : Mr. Bhaskar Chaterjee, JM Financial Services Ltd, Kankaria Estate, 8th Flr,6th Little Russell Street,Kolkata-700 071. Ph: 033-3987 0330. MUMBAI : Mr Kaushik Datta/R Mukundan/Kedar Pimputkar/Ms Armin Irani, JM Financial Services Ltd, 2,3,4 Kamanwala Chambers,P M Road, Fort,Mumbai-400 001. Ph:022-2266 5577 - 80, 3021 3500.Mr Ashit Vora/Atul Shukla, JM Financial Services Ltd, 1st Floor, Patel House, Next to Bank of Baroda,M G Road, Vileparle (E), Mumbai-400 057. Ph:022-2613 5202-41-67077440-43. Mr. Amol Jadhav/Ms. Kiran Patel, JM Financial Services, Office No.2, 1st Floor,Patel Shopping Center, Near Malad Subway, Sainath Road,Malad (West ),Mumbai -400064. Ph: 022-288 22 831 / 32 /34. Mr. Chintan, JM Financial,Shop No 1&2 Pratham Pad Chs Ltd,Opp Oriental Bank of Commerce, Evershine Nagar, Off Link Road, Malad West, Mumbai – 400064. Ph:022- 61716300. Ms Jyotsna Solanki/Mr C V George, JM Financial Services Ltd, 1st Floor, New Pushpanjali II, Jambli Galli, (Factory Lane) , Opp Chintamani Jewellers, Borivali (West), Mumbai-400 092.Ph:022- 6695 9120 - 23/3021 5400. Mr. Tilak Sanil/Mr. Biren Solanki, JM Financial Services Ltd, 424/425 Kalidas Plaza, V B Lane,Ghatkopar East, Mumbai-400 075.Ph:022-6710 4738/3097 8700. Mr. Nilesh Gavle JM Financial Services Ltd Ground Floor, Anushka, New Link Rd,Andheri (West), Mumbai-400 053. Ph:022- 66191600/612 nAVi MUMBAI : Vaishali Pawar, JM Financial Services, 301, 3 rd Floor, Vardhman Market, Sector 17, Above DCB, Vashi ,Navi Mumbai.Ph: 6632 9200/03/04/27896024-26. NEW DELHI : Mr Prasad Nair/Mr C S Tiwari, JM Financial Services Ltd, 5 G&H, 5th Floor, Hansalaya Building, 15, Barakhamba Road, New Delhi -110 001. Ph: (011) 4263 5699. PUNE: Mr Anand Shirke/Mr Sanjay Yelwande, JM Financial Services Ltd, 205 Business Guild ,Opp. Krishna Dining Hall,Law College Road, Erandawane, Pune-411 004. Ph:020-3987 1601/00/66033720. RAJKOT : Mr Sona Verghese, JM Financial Services Ltd, 202 Solitaire, 2nd Floor, Swami Vivekanand Marg, Near Municipal Commissioner Bunglow, Ramkrishna Nagar, Rajkot -360 007. Ph:0281-3984101/3984000. SURAT : Mr. Dipen Shah /Mr Nishant Trivedi, JM Financial Services Ltd, 407, 4th Floor, 21 Century Business Centre, Near Udhna Char Rasta, Ring Road, Surat-395 002. Ph:0261-3984000. VADODARA : Mr. Ghanshyam Vyas/Mr Rashmin Jadhav, JM Financial Services Ltd, G1Ground Floor, Shohan, 49 Alkapuri Society, Opp. HDFC Bank, Alkapuri, Vadodara-390 007. Ph:0265-3984 300. VISHAKHAPATNAM: Mr Satish, JM Financial Services Ltd, Door No 9-1-224/4/3, 1st Floor, Nandan Nirman, CBM Compound, Near Rama Talkies Junction, Visakhapatnam -530 003. Ph: (0891) 3983 800.

KArVy sTocK broKing liMiTedAgra: F-1, Ist Floor, Deepak Wasan Plaza, Above Hdfc Bank, Sanjay Place,Agra, Uttar Pradesh-282002, Ph : 562-2526660 / 61 / 62 / 63; Ahmedabad: 203-204,Shail, Opp: Madhusudhan House, Near Navrangpura Tele. Exchange, Off C G Road-380006, Ph: 79-65448680; Ajmer: 2Nd Floor; Ajmer Tower, Kutcheri Road, Ajmer-305001, Ph : 145-2628055/65; Aurangabad: Shop No.214/215Tapadiya City Centre, Nirala BazarAurangabad-431001Ph : 240-2363530/52/53/54/57/ 9665066551;Allahabad: 57, Above Sony Show Room, Sardar Patel Marg, Civil Lines,, Allahabad, Uttar Pradesh-211001, Ph : 532-2260291, 2260292, 2260293, 09369918605 (Reliance Landline); Alappuzha (Alleppey): 1st Floor, J P Towers, West Of Zilla Court Bridge, Near Agricultural Office, Mullakkal, Alleppey-688011, Ph:477-2230160/3256352 / 354 /356 /358; Aluva: 1st Floor Noor Point, Bank Junction, Aluva Kerala-683101 Ph:484-3204811 – 2629691; Andheri-east : Solitair Park Chakala; Andheri (east), Mumbai – 400069; Ph: 22- 67875300; Andheri - West : Kusum Bldg., 350, S.V. Road, Andheri (W), Mumbai- 400058; Anand: FF-6, Chitrangana, Opp: Motikaka Chawl, Vidyanagar Road, Anand - 388120,Ph: 02692-248980, 248873, 320394; Amritstar: 72-A Taylors Road, Opp.Aga Heritage Gandhi Ground, Amritsar-143001, Ph : 183-5067515/17/ 5067533/34/ 5053802 / 804; Asansol: 114/71, G T Road,, Near Sony Centre, Bhanga Pachil,, Asansol, West Bengal-713301, Ph : 341-6550222; Bangalore - Basavangudi: No.54, Yadalam Heritage, Next To Butter Sponge Bakery, Vanivilas Road, Basavangudi, Bangalore-560004, Ph : 80-26621192; Bangalore - Indira Nagar: No.746, 1St Floor, Krishna Temple Road, Indira Nagar 1St Stage, Indira Nagar, Bangalore Urban-560038, Ph : 80-25253249 / 25262930 / 25264344; Bhavnagar: 215, 2nd Floor,krushna Darshan ComplexAbove Jade Blue Showroom, Waghawadi RoadBhavnagar, Gujarat-364001Ph : 278-3001005 / 3003172; Bangalore - Koramangala: A/8; 1St Floor; Khb Colony, 80 Feet Road, Koramangala; Bangalore-560095, Ph : 80-25527301/ 25501647; Bangalore - Malleswaram: No.337, Gf-3, Karuna Complex, Sampige Road, Opp: New Vegetable Market, Malleshwaram-560003, Ph : 80-23314678 / 80 / 23467548; Bangalore - Vijayanagar: #:42, First Floor, 10Th Main Road, Behind Vijayanagar Bus Stop, Next To G.K.Vale, Vijayanagar, Bangalore-560040, Ph : 80-23119028 / 23119040 / 41 / 42; Bangalore - Yelahanka: No.716, 1St Floor, 1St Main Road, 4Th Phase, Akashawani Road, Yelahnaka New Town, Bangalore-560064, Ph : 80-28562726 / 28562729; Bareilly: 165; 1St Floor; Civil Lines;, Opp.Hotal Bareilly Palace, Near Rly Station, Bareilly-243001, Ph : 581-2574238/ 2574239/ 2476809; belgaum: Mudnur Complex, 2Nd Floor, Club Road, City & Dist: Belgaum, Karnataka-590001, Ph : 831-2402544 / 2402722; bharuch: Office No-47, Aditya Complex, Opp: Kasak Fuwara, Near Kasak Circle, Station Road, Bharuch, Gujarat-392002, Ph : 2642-225022 / 225207/ 08; bhatinda: 2047-A, 2Nd Floor, Above Max New Yark Life Insurance,, The Mall Road, Bhatinda-151001, Ph : 164-5006725 TO 727 / 2239521 / 2239522; bhopal: Kay Kay Business Center, 133, Zone 1, Mp Nagar, Bhopal-462011, Ph : 755-4092701 TO 711; Bhubaneshwar: A/ 181, Janardhan House, 2Nd Floor, Room No. 5, Saheed Nagar, Bhubaneswar-751007, Ph : 674-6603900/999; calicut: First Floor, Savithri Building, Opp.Fatima Hospital, Bank Road, Calicut-673001, Ph : 495-2760882 / 2760884 / 2760883; chandigarh: Sco 371-72, Sec -35 B, Mohali, Chandigarh-160035, Ph : 172-4342601; Chennai - Adayar: F-3, Adayar Business Court, Old No.25,New No 51, Gandhinagar 1St Main Road, Chennai-600020, Ph : 44-42076801/02/03; chennai - chrompet: N0. 77-A 1St Floor, Radha Nagar Main Road, Chrompet, Chennai-600044,

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44 MUTHOOT FINANCE LIMITED

IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

Ph : 44-42645236/42645237; chennai - Mount road: Flat 2B, 1St Floor, Wellington Estate, Commander-In-Chief Road, 24, Ethiraj Salai, Chennai-600105, Ph : 44-42614799/28220050/54; Chennai - Nanaganallur: No 48, 1St Main Road, Nanganallur, Chennai-600061, Ph : 44-43588503/43575531; chennai - Purasawalkam: “Prince Towers”, F-17 2Nd Floor, 94-113, Purasaiwakkam High Road,(Opp To Abhirami Mega Mall), Chennai-600010, Ph : 44-43307031 /42051557/; chennai - sowcarpet: Sundar Krishna Complex, 3Rd Floor, No.8, Luckmodoss Street, Chennai-600003, Ph : 44-42623740; chennai - T nagar - Venkatraman Street: New 18, Old 33/1, Venkataraman Street, T Nagar, Chennai-600017, Ph : 44-45900910 - 913, 919-921, 923; coimbatore: 1057/1058, “Jaya Enclave”, Avanashi Road, Coimbatore-641018, Ph : 422-4384770/4291017; cuttack: Opp.To Jagannath Petrol Pump, Arunodaya Market, Link Road,Cuttack-753012, Ph : 671-2335187/88; dehradun: 48/49; Patel Market; Opp: Punjab Jewellers;, Near Gandhi Park, Rajpur Road, Dehradun-248001, Ph : 135-6544509 - 6544517/ 6544520; durgapur: Dutta Automobile Building;1St Floor, Benachity; Malancha Road, Durgapur; West Bengal-700013, Ph : 343-2586376 / 76 / 77; erode: No 4, Veerappan Traders Complex;, Opp. Erode Bus Stand, Kmy Salai, Sathy Road, Erode; Tamilnadu-638003, Ph : 424-2225615/16/17/24 , 4021212/13; faridabad: 1St Floor; A/2B;, Neelam Bata Road, Nit, Faridabad; Haryana-121001, Ph : 129-4181002/03/ 4181007/11/4181015/16; Guntur: D No.6-10-27, 1st Floor,”sri Nilayamu”, 10/1, Arundel Pet, Guntur, Andra Pradesh-522002, Ph : 863-2326684 / 2326686 / 2326687; ghaziabad: 1St Floor;C-7; Lohia Nagar, , Ghaziabad; Uttar Pradesh-201001, Ph : 120-2701891/2701886; Gorakhpur: 1St Floor, Above V.I.P. House, Adjoining A.D.Girls College; Bank Road;, Gorakhpur-273001, Ph : 0551-2205458; gurgaon: Shop No. 18, Near Huda Office; Ground Floor, Opp: Akd Tower, Sector 14, Gurgaon-122001, Ph : 124-4297204/ 4297205/ 4297211/ 9310448806; Gorakhpur : 1st Floor, Above V.I.P. House, Adjoining A.D.Girls College, Bank Road,Gorakhpur- 273001 Ph: 5524-2205458; guwahati: Ram Kumar Plaza; Chatribari Road;, Near Himatshinga Petrol Pump, Guwahati; Assam-781001, Ph : 361-2608016/2608122; gwalior: 37/38, Shinde Ki Chhawani, Near Nadi Gate Pul, Mlb Road, Gwalior-474009, Ph : 751-4069000/002/ 4087774; hissar: Sco 71; 1st Floor; Red Square Market, Opp Life Insurance Corporation Office, Hissar, Haryana-125001, Ph : 1662-225845/ 225868/ 225836; Hubli: Giriraja House, No.451/B, Ward No.1, Club Road, Hubli; Karnataka-580029, Ph : 836-2353961 / 63 / 2356204 / 444; hyderabad - banjara Hills: Karvy House, 46, Avenue 4, Street No. 1, Banjara Hills, Hyderabad-500034, Ph : 40-23312454; indore: 203 204 205, 2Nd Floor,19/1, New Palasia, Balaji Corporates, Above Icici Bank, Janjeerwala Square, Indore-452001, Ph : 731-4081500 / 502; Jabalpur: Abn Tower, 2Nd Floor, 9 Write Town, Gate No. 3, Madan Mahal Station Road, Jabalpur, Madhya Pradesh-482002, Ph : 761-4053010/11/12/13; Jaipur: S-16 / A; 3Rd Floor, Land Mark Building. Opp. Jai Club, Mahaveer Marg, C - Scheme, Jaipur-302001, Ph : 141-4167777/ 4037227/ 4026117/118; Jalandhar: Lower Ground Floor; Prime Towers; Office No: 3, Plot No.28, G T Road, Jalandhar-144001, Ph : 181-5094401 / 08 /09; Jammu: 5 Ad, 2Nd Extension, Green Belt Park, Near Petrol Pump, Gandhinagar, Jammu-180004, Ph : 191-2458816; Jamnagar: 108, Madhav Plaza, Opp-Sbi Bank, Near Lal Bunglow, Jamnagar, Gujarat-361008, Ph : 288-2558887 /3212253; Jamshedpur: Kanchan Towers; 3Rd Floor, 3 S B Shop Area, Bistupur, Jamshedpur, Jharkhand-831001, Ph : 657-2487020/ 2487045/ 2487048; Jodhpur: 203; Modi Arcade, Chopasini Road, Jodhpur-342001, Ph : 291-5103026/513046/ 2618433 / 479; Kannur: 2Nd Floor; Prabhat Complex, Fort Road, Kannur; Kerala-670001, Ph : 497-2761115/20/30; 9846175142; Kurnool: Shop No.43, 1St Floor, S V Complex, Railway Station Road, Kurnool, Andhra Pradesh-518004, Ph:8518-228850, 228950;Kanpur: 15/46, Civil Lines, Near Muir Mills, Stock Exchange Road, Kanpur-208001, Ph : 512-2333395 /96/ 2331445/ 2333492/ 2330127/ 3930290 / 92; Kochi: Cheruparambath Road, 1St Cross, Kadavanthra, Kochi: Kerala-682020, Ph : 484-2320431/ 2322723/ 2321831 / 2323104 / 2322724 / 2310884 / 4017925/ 2316406/ 2322152; Kolhapur: Omkar Plaza 1St Floor, Unit F - 2 & F - 4, Rajaram Road , Bagal Chowk, Kolhapur, Maharashtra-416008, Ph : 231-2520650 / 2520655; Kolkata - Dalhousie: 19; R N Mukherjee Road, 2Nd Floor, Kolkata-700001, Ph : 33-22437863 / 69 / 90 / 89 / 22303372/76/22137441/22133473/22317960; Karnal: Shop No.26, Kunjpura Road, Nehru Palace, Karnal-132001, Ph: 0184, 2251524, 2251525, 2251526; Karur: No.6 Thiru-Vi-Ka Road, Near G R Kalyana Mahal, City & Dist: Karur, Tamil Nadu-639001, Ph:4324-241892/3/241755; Kollam: Seemas Centre, 2Nd Floor, Kadapakkada, Kollam; Kerala-691008, Ph : 474-2760702; Kota: 29, Shopping Centre, 1 Floor,Near Lala Lapatrai Circle,Kota-324007, Ph:0744,2365145 / 146 / 144; Kottayam: CSI Ascension Square, Railway Station Road, Collectorate Po, Kottayam, Kerala-686002, Ph : 481-2302420 / 2302420; Kolkata - Jatin das road: 49; Jatin Das Road, Kolkata-700029, Ph : 33-66192800; lucknow - Alambagh: Ksm Tower, Cp-1 Sinder Dump, Near Alambagh Bus Station, Alambagh, Lucknow-226005, Ph : 522-4104290, 4104291, 4104293, 4104294, 4104295, 4104296, 4104297, 4104299; lucknow - Aliganj: Hig-67, Sector E, Aliganj, Lucknow-226024, Ph : 522-4104280 - 89; lucknow - chowk: Tej Krishan Plaza, 313/9, Khun Kunji Road, Chowk, Lucknow-226003, Ph : 522-4104311/17; Lucknow - Gomti Nagar: B-1/2, Vijay Khand,, Near Union Bank Of India, Gomti Nagar, Lucknow-226010, Ph : 522-4104270 / 79/ 4113023/4114337;lucknow - hazratgunj: 94, Mahatma Gandhi Marg, Opp: Governor House, Hazratganj, Lucknow-226001, Ph : 522-4092000; Ludhiana: Sco-136, 1St Floor, Feroze Gandhi Market, Ludhiana-141001, Ph : 161-5075524 / 531/ 40 / 47; Madurai-Goodshed: 274, Goods Shed Street, , Madurai, Tamil Nadu-625001, Ph : 452-2350852/53/54; Mangalore: Mahendra Arcade; Ground Floor, Kodaiabail, Mangalore; Karnataka-575003, Ph : 824-2492302 / 2496332 / 2492901; Meerut: 1St Floor, Medi Centre, Opp Eves Petrol Pump, Hapur Road,Near Bachha Park, Meerut, Up-250002, Ph : 121-4033727/ 2402091/ 4056589/ 9369918619; Mumbai - ghatopar: Shop No 64, Gr Floor, Sai Infotech Patel Chowk, 60 Feet Road, R B Mehta Road, Ghatkopar East Mumbai-400077, Ph : 22-25010611 / 25013171; Mumbai - Thane: Office No 01, Yashwant Tower, Ram Ganesh, Gadkari Path, Ghantali Road, Naupada,, Thane (West), Mumbai-400602, Ph : 22-25446121 / 25423969; Mumbai - Vile Parle West: 104,1St Floor, Sangam Arcade Hsg Society, Opp Vile Parle Station, Above Hsbc Atm, V P Road, Vile Parle (W), Mumbai-400056, Ph : -26100961 / 26100962, F D 26121448; Margoa: 2Nd Floor, Dalal Commercial Complex, Opp: Hari Mandir, Margao, Goa-403601, Ph : 832-2731822 / 23 / 24 /25 Muzaffarnagar: 203/99C; Sadar Bazar;, Opposite Peace Library, Town Hall Road, Muzaffarnagar-251001, Ph : 131-2437349/ 2437359/ 2433795; Mysore: L-350, Silver Tower; 1St Floor, Ashoka Road, Opp: Clock Tower, Mysore; Karnataka-570001, Ph : 821-2524292 / 2524294 / 2441534 / 2441524; nagpur: 230-231, 3Rd Floor; Shri Ram Shyam Tower, Near Nit Building, Sadar, Nagpur, Maharashtra-440001, Ph : 712-6649962/ 6614145/9823287538; nasik: F1, Suyojit Sankul, Sharanpur Road, Nasik, Maharashtra-422002, Ph : 253-9665066531/32/33; Navsari: 1St Floor; Chinmay Arcade, Opp: Sattapir, Tower Road, Navasari; Gujarat-396445, Ph : 2637-280362 / 280363 / 280378 /651878; new delhi - connaught Place: 309, Arunachal Building, 19, Barakhamba Road, New Delhi-110001, Ph : 11-43509200; nellore : 16-2-230,

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45MUTHOOT FINANCE LIMITED

IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

Room No. 207, Kaizen Heights, Sunday Market, Pogathota, Nellore- 524001,Ph : 861 – 2349940 noida - sector 26: 307,2Nd Floor Jaipuria Plaza, D-68A, 2Nd Floor, (Opp Delhi Public School) Sector 26, Noida-201301, Ph : 120-2539271 / 75; Patiala: Sco-27D, Chhoti Barandari, Patiala-147001, Ph : 175-5051727 / 28/ 5011370 / 71/ 79/ 5004349; Patna: Office No. 3006, 3Rd Floor, Grand Plaza / Yunish Plaza,, Fraser Road, Near Dak Bunglow Chauraha, Opp: Dumroan Palace, Patna, Bihar-800001, Ph : 612-6693800 / 839; Pondicherry: 1St Floor; No.7, Thiayagaraja Street, Pondicherry-605001, Ph : 413-2220636 / 2220640; Palghat ( Palakkad): 12/310 (No.20 & 21), Metro Complex, Head Post Office Road, Sultanpet, Palghat-678001, Ph :491-2547143 / 2547373;Pune - Akurdi: Shop No 4& 5, Jadhav Chambers, Mumbai-Pune Road; Behind SBI Bank, Nigdi-Akurdi, Pune, Maharashtra-411044, Ph : 20-27247703 /02/01; Panjim: City Business Center, No. 18 / 19 / 20, Church View Building, opp. Jama Masjid, Near Panjim Church, Panjim-403001, Ph : 832-2426870 / 71 / 72; Pune: Shrinath Plaza, A-Wing, Office No 88, 4Th Floor, Dyaneshwar Paduka Chowk, Off F . C Road, Shivajinagar, Pune, Maharashtra-411004, Ph : 20-30203100; Ranchi: Commerce Towers, 3Rd Floor, Beside Mahabir Towers Main Road, Ranchi-834001,Ph-0651-2330386, 2330394, 2330320; raipur: Surya Tower, 1St Floor, Ravi Nagar, Shukla Colony, Opp Shyam Plaza, Raipur-492001, Ph : 771-9752598699; rajahmundry: D No.6-27-8; 1St Floor ; Vygram Road, Rangachary Street, T Nagar, Rajahmundry; Andra Pradesh-533101, Ph : 883-2434468 / 2434469; rajkot: 509, Star Chambers, Harihar Chowk, Rajkot, Gujarat-360001, Ph : 281-2229320; ranchi - old: 203, Commercial Tower, Beside Mahabir Tower, Main Road, Ranchi-834001, Ph : 651-9771404212; rohtak: 1St Floor, Ashoka Plaza, Delhi Road, Rohtak, Haryana-124001, Ph : 1262-271983/258019/271982/9315017305; salem: 40, 5Th Cross, Brindavan Road Opp To Polimer Channel, Fair Lands City, Salem, Tamil Nadu-636016, Ph : 427-2335705/4041701/5; shillong: Mani Bhavan Annexe; Opp. R K M Elp School, Lower Police Bazarthana Road, Shillong; Meghalaya-793001, Ph : 364-2224175 / 2224186 / 2228172; shimla: Triveni Building,Bye Pass Chownk, Khalini, Shimla, Himachal Pradesh-170002, Ph : 177-2624453/2623205; Shimoga: Llr Road, Opp. Telecom Gms Office, Durgigudi, Shimoga; Karnataka-577201, Ph : 8182-228795/ 228797; Surat: Office No. 312, 3Rd Floor,, Empire State Building, Nr. Udhna Darwaja,Ring Road,, Surat-395002, Ph : 261-6450854/ 3243497; Siliguri: Nanak Complex, 2nd Floor;, Sevoke Road, Siliguri, Darjeeling, West Bengal-734401, Ph : 353-2640519 / 2640520 / 2526394/ 9733347840/9734984205; Tuticorin: Mangalmal, Maninagar, Opp. Rajaji Park, Palayamkottai Road, Tuticorin, Tamilnadu-628003, Ph : 461-2334601 / 2; 2300993; Trivandrum: 2Nd Floor; Akshaya Towers; Near Hyundai Showroom, Sasthamangalam, Above Jet Airways; Trivandrum; Kerala-695010, Ph : 471-2725989 / 90/91; Thrissur: 2Nd Floor; Brothers Complex, Near Dhanalakshmi Bank Limited (Ho), Naikkanal Junction, Thrissur; Kerala-680001, Ph : 487-2322483 / 2322484; Trichy: Sri Krishna Arcade, 60, Thennur High Road, Thennur, Trichy, Tamil Nadu-621017, Ph : 431-2791000/2791495, 4020226; Tirupur - Kamaraj Road: 244 A, 1St Floor, Kamarj Road, Opp Cotton Market Complex, Tirupur, Tamil Nadu-641604, Ph : 421-2214221 / 2214319; Udaipur: 201-202; Madhav Chambers; Opp G P O, Chetak Circle, Madhuban, Udaipur, Dist - Girva-313001, Ph : 294-5101601/2/3; Vadodara: T-2, 3rd floor, “Savoy” Complex, Haribhakti Extn, Opp. ABS Tower, Old Padra Road, Vadodara - 390007, ph: 0265-6540953, 0265-3243348 Valsad: Phiroza Corner; Shop No.02; Opp. Icici Bank;, Tithal Cross Road, Halar Char Raasta, Valsad, Surat, Gujarat-396001; Varanasi: D 64 / 132; Ka; 1St Floor, “Anant Complex”, Sigra, Varanasi-221010, Ph : 542-2225365/ 2223814/ 2221488 /2227257 /58; Vijayawada: 39-10-7; Opp: Municipal Water Tank;, Labbipet, Vijayawada; Andra Pradesh-520010, Ph : 866-2495200 / 400 / 500 / 600 / 700 / 800; Vishakapatnam: 47-14-5/1, Eswar Paradise, Dwaraka Nagar Main Road, Vishakapatnam-530016, Ph : 891-2752915 to 18/ 2513382/ 2511685; Vishakapatnam: 2Nd & 4Th Floor, Eshwar Paradise, Main Road, Dwaraka Nagar, Vishakapatnam-530016, Ph : 891-2511685/ 2511686; Vellore: 1, MNR Arcade, 1St Floor, Officers Line, Krishna Nagar, Vellore, Tamilnadu-632001, Ph : 416-2215007 -9; Warangal – Hanumkonda: Shop No.5 & 6, 1St Floor, Chandra Complex, 5-6-94, Lashkar Bazar, Opp: B.Ed College, Hanamkonda, Andhra Pradesh-506001, Ph : 870-2551484, 2553884, 2501664, 2500084;

KoTAK securiTies liMiTedAHMEDABAD: Kotak securities limited., 207, 2nd Floor, Sakar-II, Ellisbridge Corner, Ashram Road.P:26587276; BANGALORE: Kotak securities limited., ‘Umiya Landmark’–II Flr., No:10/7 -Lavelle Rd.P: 66203601; CHENNAI: Kotak securities limited., GRR Business Cneter, No.21, Vaidyaraman Street, T Nagar.P:66462000; COIMBATORE: Kotak securities limited., 1st Floor, Red rose chamber, 1437,Trichy road.P: 6699666; HYDERABAD: Kotak securities limited., 9-1-777, 4th Flr, Beside ITC Bldg, S D Rd, (LANE Opp to DBR Diagnosis), P:65326394; INDORE: Kotak securities limited., 314, Citi Centre, 570, M.G. Road.P:2537336; KOCHI: Kotak securities limited., 40/1400, 11th Floor, Ensign Enclave, Jos Junction, M.G. Road.P: 2377386; KOLKATTA: Kotak securities limited., 5th Floor, Apeejay House, Block ‘B’, 15, Park Street,P:22273999; MANGALORE: Kotak securities limited., No.4, 3rd Floor, The Trade Centre, Jyoti Centre, Bunts Hostel Road, Near Jyoti Circle, P: 424180; MUMBAI: Kotak securities limited., 32, Gr Flr., Raja Bahadur Compound, Opp Bank of Maharashtra, Fort, Mumbai-400 023.Tel:22655074; NEW DELHI: Kotak securities limited., 202-217, 2nd Floor, Ambadeep Building, 14, Kasturba Gandhi Marg.P:66313131; SURAT: Kotak securities limited., Kotak House, K G Point, 1st Floor, Nr.Ganga Palace, Opp.IDBI Bank, Ghoddod Road.P: 2254553;

MuThooT securiTies liMiTedAdiMAly - Kalarickal Arcade,Land-Arc Complex,Nh-49, Adimaly, Idukki, Kerala - 685561 - Ph: 04864 224950, 04864-224595, Adoor - Ist Floor, Vilanilam Building, Near Private Bus Stand, Adoor, Pathanamthitta, Kerala - 691523, - Ph: 04734 323388, 04734 323377, AlWAye - City Height, No: 308, Ist Floor, Near Private Bustand, Alwaye, Ernakulam, Kerala - 683101, - Ph: 0484 3102422, 0484 3102433, AnchAl - Thomson Shopping Complex, College Juntcion, Anchal, Kollam, Kerala - 691306 - Ph: 0475-3264111, 0475 3265111, AngAMAly – II nd Floor, Janatha Building, Church Junction, Angamaly, Ernakulam, Kerala - 683 572. - Ph: 0484 3106222, 0484 3102444, AllePPey - Baghya Building, Opp. Thiruvambady High School, Pazhaveedu, Alappuzha,Pin:688009 – Ph: 0477 3298988 chengAnnur - Kannattu Shopping Complex, First Floor, Engg.College Road, Chengannoor, Allepey, Kerala - 689121, - Ph: 0479 3242666, 0479 3247555, chAngAnAsseerry - Nediyakalaparampil Building,Near No.1,Pvt Bus Stand,Palace Road. P O,Changanacherry,Pin:686101 – Ph: 0481-323371, delhi - Property No. E- 249,1st Floor,“Rama Market”,Munirka,New Delhi- 110 067-Ph: 011- 32960557, 011-32930600,011-32314049, dindigul - 21-A- DMMD Building, Pensioner Street, Central Bank Of India Upstairs, Dindigul, Tamil Nadu – 624001 - Ph:

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46 MUTHOOT FINANCE LIMITED

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0451-3209111, 0451 3204111, egMore - 44/45 Thiru Complex, Pantheon Road, Egmore, Chennai, Tamil Nadu - 600008, - Ph: 044-32571600, 044-32018814, erode - No.1, M.P. Towers, Upstairs,Municipal Colony,Erode-638004 - Ph: 0424 3246888, hAriPPAd - 2Nd Floor , Prasanthy Shopping Complex East Of Town Hall Jn, Haripad, Alleppey, Kerala - 690514 - Ph: 0479 3248555, 0479 3242555, KAdAVAnThrA -1St Floor, Alpha Plaza, K P Vallon Road, Kadavanthra, Cochin, Ernakulam, Kerala - 682 020 - Ph: 0484 3101171, 0484 3101181, KAlAMAssery - I St Floor, MIK Building, Kalamassery, Ernakulam, Kerala 683104 - Ph: 0484 3273555, 0484 3128422, KAlPeTTA - 2Nd Floor, Ammus Shopping Complex, Near Ananthaveera Theatre, Kalpetta, Wayanad, Wayanad, Kerala - 673121 - Ph: 04936 319933, 04936 347377, KAnJiKKuZhy - Krishnapriya Arcade, Kanjikuzhy- Kottayam, Kerala - 686004 - Ph: 0481 3231555, 0481-3234555, KAnJirAPPAlly - Ground Floor ,Kollamkulam Towers, Kanjirapally, Kottayam, Kerala - 686507 - Ph: 04828-320703, 04828-327666, KAnnur-Peekay Commercial Complex,Muneshwaran Kovil Road,Kannur-670001 – Ph: 0497-3246555, KAruKAchAl - Koodathumuriyil Building, Karukachal, Kottayam, Kerala - 686530 - Ph: 0481-3210111, 0481-3230300, KArunAgAPPAlly - Noufal Building, Opp. Head Post Office, Karunagappally, Kollam, Kerala - 690518, - Ph: 0476 3207555, 0476 3243555, KollAM - Muthoot Buildings, Vadayattukotta Road, Kollam, Kerala - 691 001 - Ph: 0474 3212555, 0474 3213555, KooThATTuKulAM-1st Floor, Keelattil Building, Ramapuram Kavala, Koothattukulam, Pin – 686662, Kerala - Ph: 0485-3245111, 0485-3243111, KoThAMAngAlAM - 2Nd Floor, Mar Thoma Cheriapally Bldg, Near Canara Bank, Kothamangalam, Ernakulam, Kerala 686691 - Ph: 0485-3249555, 0485 3240812, KoTTAKKAl - Ground Floor Asian Tower ,Tirur Road,Kottakal, Malappuram, Kerala -676503 - Ph: 0483 3264555, 0483 3268555, KoTTArAKKArA - Muthoot Chambers, Pulamon P.O, Kottarakkara, Kollam, Kerala 691506 - Ph: 0474 3218555, 0474 3217555, KoZhenchery - 1St Floor, Mulavoor Ayurvedic Pharmacy, Nedumprayar, Maramon P.O, Kozhenchery, Pathanamthitta, Kerala - 689549 - Ph: 0468 3206555, 0468 3209555, KundArA - P.B.No:11, Hospital Junction, Opp.Petrol Bunk, Kundara, Kollam, Kerala- - 691501 - Ph: 0474 3216555, 0474 3219555, KATTAPPAnA - Kasamkulam Complex,Kundalampura Road,Kattappana-686505 – Ph: 04868-274220, KolKATA- 5th Floor, 7b, Middleton Street, Opposite Vardhan Market, Kolkata – 700071, Ph: 033 44045943, MAnAnThAVAdy -Kpc Building, Calicut Road, Mananthavady – 670645,Ph: 04935--329522, MAnJery – 1st Floor, Palassery Building .Opp.Head Post Office, Court Road, Manjeri, Malappuram, Kerala 676121 - Ph: 0483 3249555, 0483 3266555, MAVeliKKArA - Chakrathara Building ,Nadakkavu Mavelikkara, Allepey, Kerala - 690 101 - Ph: 0479 3243555, 0479 3244555, MAVoor roAd - cAlicuT- 5/3403 C32, 3Rd Floor, Space Mall, Jaffekhan Colony Road, Mavoor road, Calicut, Kerala - 673004 - Ph: 0495 3215444, 0495 3219444, MuVATTuPuZhA - Chaitra Hotel Building, SNDP Juction ,1St Floor ,Muvattupuzha, Ernakulam, Kerala - 686661 - Ph: 0485-3246555, 0485- 3249333, MAngAlore -Opp. Roopa Hotel, 1st Floor, Mangala Complex, Hampankatta, Mangalore – 575001,Ph: 0824-3215518, Mysore - (New No.L.36), First Floor, Shivaji Road, N.R Mohalla, Mysore, Karnataka - 570007 - Ph: 0821-3209925, 0821-3209924, nAgercoil -No. 163,Balamore Road,Ks Cycle Mart, 1st Floor,Opp. Peoples Hotels,Nagarcoil- 629001,Ph: 04652-312347, nAlAnchirA - Kattuparambil Bldg, Kurisadi Jn., Nalanchira, Trivandrum, Kerala 695015, - Ph: 0471 3228555, 0471 3229666, nilAMbur - Ground Floor ,VP Complex, Near Police Station ,Main Road Nilambur, Malapuram, Kerala - 679329, - Ph: 04931-344018, 04931-344019, oTTAPPAlAM - J.R.J Complex & Enterprises, Ottapalam Palakkad, Kerala - 679101 , - Ph: 0466-3214555, 0466 3214333, PAlA - Marian Complex, Kurisukavala Junction ,Pala, Kottayam, Kerala -686575 - Ph: 04822-311441, 04822- 323271, PAlAKKAd - Chundakkayil Complex, Manjakulam Road, Palakad-14, Kerala - Ph: 0491 3266555, 0491 3268555, PAThAnAMThiTTA - Opp. Anurag Theatre, John’s Complex, Pathanamthitta, Kerala - 689645 - Ph: 0468 3202666, 0468 3209666, PATTAMbi - Building No. 654 G, 1St Floor, Chulliyil Bldg, Guruvayur Road, Pattambi, Palakkad, Kerala - 679303 - Ph: 0466 3214777, 0466 3214666, PATToM - Tc 2/1992(3), Skyways Building, Pottakuzhi,Pattom, Thiruvanthapuram -695004- Ph: 0471-3239111, 0471-3234007, PAyyAnnur – 3rd Floor, M.M. Centre Main Road, Payyanur, Kannur, Kerala ,670307 - Ph: 04985 322999, 04985 322844, PeruMbAVoor - Near Dist. Hospital, A. M. Road, Perumbavur, Ernakulam, Kerala 683542 - Ph: 0484 3101211, 0484 3102411, PollAchi - No.40, New Scheme Road, Near Gandhi statue signal, Opp: Hotel Gowri Krishna, Pollachi-642001, Ph: 04259-327778, 04259-324554, rAnny - Othara Squre, Perumpuzha, Ranni., Pathanamthitta, Kerala 689672 - Ph: 0473 5320666, 0473 5325111, sAleM - Trichy Main Road branch,No. 61,Near Oriental Theatre,Near Gandhi Statue,Salem – 636001,Ph: 0427-3206111, 0427 3208111, T b roAd- KoTTAyAM - Muthoot Crown Plaza, T.B Road, Kottayam, Kerala - 686001 - Ph: 0481 3212555, 0481 3218555, ThiruVAllA - Kackanattu Square , Tb Junction, Ramanchira, Thiruvalla, Pathanamthitta, Kerala - 689101, - Ph: 0469 3202555, 0469 3202666, ThoduPuZhA -Punnamattathil arcade, KKR Junction, Manghat Kavala, Thodupuzha-East – 685585,Ph: 04862--327555, ThriPuniThurA - Ground Floor, Chinmaya Mission Bldg, Layam Rd, Tripunithara, Ernakulam, Kerala - 682301 - Ph: 0484 3101255, 0484 3101244, ThAlAssery - 2 Nd Floor, Shemzy Complex, Narangapuram, Thalassery-670101-Ph: 0490- 2322159, ThycAud - Ground Floor, Muthoot Chambers, Near Sastha Temple, Thycadu, Trivandrum, Kerala - 695014 - Ph: 0471 3224555, 0471 3227555, Trichur WesT forT - Venus Complex ,M.G Road ,West Fort, Trichur, Kerala - 680004 - Ph: 0487 3257111, 0487 3208388 (t), uduPi - Mythri Complex, KSRTC Bus Stand, Udupi - 576101 - Ph: 0820 3209660, 0820 3202111, ViZAg - First Floor, Sri Mukha Complex, Dwaraka Nagar Main Road, Vizag, Andhra Pradesh - 530016, - Ph: 0891-3249505, 0891-3262386, WAdAKKAnchery - Building (Bearing No.X/1246),First Floor VMC Complex, Near Divine Hospital, Main Road, Wadakanchery, Thrissur Dist, Kerala - 680582 - Ph: 04884 326966, 04884 326977.

rr eQuiTy broKers PriVATe liMiTedAhmedabad: RR Equity Brokers, 401, Abhijit-1, Opp. Bhuj Mercantile Bank, Mithakhali, 6 Road, Navrangpura, Ahmedabad-390009, Ph: 079- 40211888, 32943827, 26422714, 26404241, Bangalore: RR Equity Brokers, S-111, Manipal Centre, 47, Deckenson Road, MG Road,Banglore-560042 080-42477177, Ph:080-42477177/03 Chandigarh: RR Equity Brokers, SCO 222-223,Gr. Floor,Sector-34A, Opp. State Library, Chandigarh-160034, Ph: 0172-2624896/796 Chennai: RR Equity Brokers, 3rd Floor, Precision Plaza, New #397, Teynampet, Anna Salai, Chennai- 600018, Ph: 044-42077370/71 Dehradun: Shop No. 17 Shiva Palace 57/19 Rajpur Road Dehradun Uttarakhand 248001, Phone: +91-135-2714154Faridabad: RR Equity Brokers, Shop No. 55, 1st Floor, Near Flyover,Neelam Chowk, NIIT, Faridabad - 121001, Haryana, Ph: 0129-02427361 Ghaziabad: RR Equity Brokers, 114, Satyam Complex, Raj Nagar DC, Raj Nagar, Ghaziabad - 201002, Uttar Pradesh, Ph: 0120-2828090 Jaipur: RR Equity Brokers, 7,Katewa Bhawan,Opp. Ganapati Plaza, M.I. Road, Jaipur- 302001, Ph: 0141-3235456,

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47MUTHOOT FINANCE LIMITED

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5113317 Kolkata: RR Equity Brokers, 704,Krishna Bldg.,224,AJC Bose Road, Kolkata- 700017, Ph: 033-22802963/22806878 Lucknow: RR Equity Brokers, G-32,Shriram Tower,13, Ashok Marg, Lucknow- 226001, Ph: 0522- 4057612, 2286518 Mumbai: RR Equity Brokers, 82/1, Apollo House, Ground Floor, Opposite Jammu & Kashmir Bank, Mumbai Samachar Marg, Mumbai 400023, MAHARASHTRA, Ph: +91-22-40544201/224/22702002 Mumbai: RR Equity Brokers, 133A, Mittal Tower, A Wing, 13th Floor, Nariman Point, Mumbai- 400021, Ph: 022-22886627/8 New Delhi: RR Equity Brokers, 47, M.M. Road, Rani Jhansi Marg, Jhandewalan, New Delhi – 110055 011-23636363/62 New Delhi: RR Equity Brokers, 3/17 A, 3rd Floor Grover, Mansion Asaf Ali Road, New Delhi 110002 Ph:011-49505500 New Delhi: RR Equity Brokers, N-24 - 25, Middle Circle, Connaught Place, New Delhi – 110001, Ph: 011- 23353480, 23353768 new Delhi: RR Equity Brokers, 106, Pankaj Chambers, Preet Vihar Community Centre, Delhi - 110092, 011- 42421238/39,49504400, Noida: RR Equity Brokers, P-5, UGF, Ocean Plaza, Sector - 18, Noida- 201301, Uttar Pradesh, Ph: 0120-4601230/31 Vadodara: RR Equity Brokers, 222 Siddharth Complex, RC Dutta Road. Alkapuri, Vadodra- 390007, Ph: 0265-2353095/2353195

sMc globAl securiTies liMiTedAgrA :- F- 4, Block No 35, Surya Kiran Building Near Metro Bar Sanjay Place Agra Ph no 7520787708, AhMedAbAd :- 10-A, Kalapurnam,C G Road ,Near Municipal Market, Ahmedabad 380003 Ph no 9825612323, 09727799200, bAngAlore:- 2003/2, 2nd Floor, (above tata docomo showroom), 100 ft road, HAL 2nd Stage, Bangalore-560008 Ph no 09739161699, CHENNAI:- Salzburg square,flat no.1, 3rd Floor,Door no .107,Harrington Road Chetpet,Chennai-600 031. dehrAdun :- 7,8,9&10 shiva palace, second floor, rajpur road Dehradun 248001 Ph no 9368572105 hissAr :- Mago Securities Ltd 104, SCF Gram, 1st Floor Green Square Market Hissar Ph no 09416023332 HYDERABAD/SECUND’BAD :- 206, 3rd floor Bhuvana Towers, Above CMR Exclusive, S D Road SECUNDERABAD, 500003 indore :- 206,Gold Arcade 3/1 New Palasia Opp Curewell hospital, Indore, M P Ph no 9826062666 JAiPur :- 401, fourth Floor Shyam Anukampa Opp HDFC BANK Ashok Marg C scheme Jaipur Ph no 9928882771 JAMshedPur :- K2-L1 Tiwary Becher Complex ,P.O. Bistupur ,Jamshedpur 831001 Ph no 9934399678 KAnPur :- shop no : G-21, Ground Floor City Centre The Mall Kanpur -228001 ph no 9305358433 KolKATA :- 18, Rabindra Sarani Podder Court Gate NO 4, 5th Floor Kolkatta -700001 Ph no 09933664479 KoTA :- 4-a-6 Talwandi Kota Rajasthan Ph no 09829116982 lucKnoW :- Radha Krishna Bhawan, Plot No. 3/A, 5 Park Road, Lucknow Ph no 9839826932 MuMbAi :- 258,Perin Nariman Street First Floor Fort mumbai -400001 Ph no 09821111219, 9930055430 NEW DELHI/delhi:- 17, Netaji Subhash Marg, Opp. Golcha Cinema Daryaganj, New Delhi-110 002 Ph no 9818620470 , 9810059041, 6B, First Floor Himalaya House 23, K G Marg Connaught place New Delhi -110 001 Ph no 9958696929 9180469955, 503, Ansal Bhawan Barakhamba Road New Delhi -110001 Ph no 9871626464 noidA :- 106-Ocean Plaza .P-5 SEC-18, NOIDA-201301 Ph no 9717000378 Pune :- 3RD Floor, 1206/4B, Durgashankar Building, Beside Khetan Medical Behind Shubham hotel, JM Road Pune 411004 rAJKoT :- 401-Star Chambers, Harihar Chowk, Nr. Panchnth Mandir, Rajkot-360001 Mob - # +91 8000903984, Tel – 0281-3017965 SURAT:- 316,Empire State Building, Ring Road, Surat.395002. Mo : 9033002341

TiPsons sTocK broKers PriVATe liMiTedAhMedAbAd (Head Office): Tipsons Stock Brokers Pvt. Ltd., 5th Floor, Sheraton House, Polytechnic Road, Ambawadi, Ahmedabad – 380 015, Tel: 3061 1139, 3000 2004; BANGALORE: Tipsons Stock Brokers Pvt. Ltd., 214-B, Mittal Towers, M G Road, Bangalore – 560 001, Tel: 4112 3628, 4112 3828.; chennAi: Tipsons Stock Brokers Pvt. Ltd., 70, Cisons Complex, 1st Floor, 150, Montieth Road, Egmore, Chennai – 600 008, Tel: 4265 6273; HYDERABAD: Tipsons Stock Brokers Pvt. Ltd, 501/A, Suryakiran Complex, Sarojini Devi Road, Secunderabad – 500 003, Tel: 2789 1667, 3296 3500; KOLKATA: Chatterjee International Centre, 16th Floor, Room-12, 33A, Jawahar Lal Nehru Road, Kolkata- 700 071, Tel: 2288 0118, 3250 3500; MUMBAI: 211, 2nd Floor, Arun Chambers, Beside A C Market, Tardeo Road, Mumbai - 400 034, Tel: 23524516-18; NEW-DELHI: 1008, 10th Floor, Akashdeep Building, Cannought Place, 26/A, Barakhambha Lane, New-Delhi – 110 001, Tel: 2335 1155, 3260 8500, PUNE: 8, Shree Mangal Prestige, Narpatgiri Chowk, Somvaar Peth, Pune – 411 011, Tel: 2613 1997, 3250 3500

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48 MUTHOOT FINANCE LIMITED

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ASBA Applicants may approach any of the above banks for submitting their application in this offer. for the complete list of scsbs and their designated Branches please refer to the website of SEBI (http://www.sebi.gov.in/cms/sebi_data/attachdocs/1325570097787.html). A list of SCSBs is also displayed on the website of BSE and NSE at www.bseindia.com and www.nseindia.com, respectively.

sr. no. name of the bank controlling branch & Address contact Person Telephone number fax number1. Allahabad bank Allahabad Bank, Fort Branch, 37, Mumbai Samachar Marg, Post Box No. 282,

Mumbai 400 023, Maharashtra.Shri S. K. Jain, Chief Manager 022 - 22655739, 22662018 022 - 22661935

2. Andhra bank 18, Homi Modi Street. Nanavati Mahalaya, Fort Branch, Mumbai - 400 023. Mr.K. UmamaheswaramChief Manager

022 - 22046160 022 - 22046160

3. Axis bank ltd. 9th Floor, Solaris, C-Wing Opp L&T Gate No 6, Saki Vihar Road, Powai, Mumbai - 400 072. Mr. Kirit Rathod, Vice President 022 - 40754981/82/ 83/9820850829

022 - 40754996

4. bank of baroda Mumbai Main Office, Mumbai Samachar Marg, Fort, Mumbai - 400 023. Mr. Sonu A. Arekar 022 - 40468314, 40468307 022 - 228352365. bank of india Stock Exchange Branch, Phiroze Jeejeebhoy Tower, (New Stock Exchange Building),

P. J. Tower, Dalal Street, Fort, Mumbai – 400 023.Shri B. B. Sharma, Manager 022 - 2272 1677 (Direct)

022 - 2272 2399 (Board)022 - 22721782

6. bank of Maharashtra Fort Branch, 1st Floor, Janmangal, 45/47, Mumbai Samachar Marg, Mumbai - 400 023. Mr. A.D. Deshpande (Assistant General Manager)

022 - 22694160/22652595 /2663947 9730000438

022 - 22681296

7. bnP Paribas French Bank Bldg., 62, Homji Street, Fort, Mumbai – 400 001. Mr. Prem Mariwala 022 - 66501376 022 - 665016208. canara bank Capital Market Services Branch, Verma Chambers, Ground Floor, 11 Homji Street, Fort,

Mumbai - 400 001.Mr. Nandkumar G. Nikam 022 - 22692973/22662816 022 - 22664140

9. central bank of india Ground floor, Chandermukhi, Nariman Point, Mumbai - 400 021. Mr. Arjun 022 - 66361918, 9833486442 022 - 66361919/190610. ciTi bank Citigroup Center, Plot No C-61, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051. S. Girish 022 - 26535504, 9819912248 022 - 2653582411. city union bank ltd. 48, Mahalakshmi St.,T.Nagar, Chennai - 600 017. Tamil Nadu. Mr. Sivaraman 044 - 24340010, 24343517 044 - 2434858612. corporation bank Capital Market Branch, Ist Floor, Earnest House, NCPA Marg, Nariman Point,

Mumbai - 400 021.Mr. Amod Kumar 022 - 22841406/22842764/

9870340031022 - 22843823

13. deutsche bank Sidrah, 110, Swami Vivekananda Road, Khar (W), Mumbai - 400 052. Mr. Manish Kulkarni 022 - 6600 9428 022 - 66009666 14. hdfc bank ltd. FIG - OPS Department, Lodha - I, Think Techno Campus O-3 Level, Next to Kanjurmarg Railway

Station, Kanjurmarg (East), Mumbai - 400 042Mr. Deepak Rane / Uday Dixit 022 - 30752928 / 30752927 022 - 25799801

15. hsbc ltd. 3rd Floor, PCM Dept. Umang, Plot CTS No. 1406-A/28, Mindspace, Malad (West),Mumbai - 400 064.

Mr. Jagrut Joshi 022 - 67115485/9870403732 022 - 66536005

16. icici bank ltd. Capital Market Division, Fort Roshan Tellis 022 - 22627600 022 - 2261113817. idbi bank ltd. IDBI Bank Limited, Central Processing Unit, Sarju House, 3rd Floor, Plot No. 90,

Road No. 7, Andheri (East), Mumbai - 400 093.Mansi Shukla/Meenakshi Khangarot

022 - 6670 0659, 66700660 022 - 66700669/ 708

18. indian bank Nandanam Branch, 480 Anna Salai, Nandanam, Chennai - 600 035. Mr. V. Muthukumar / Mr. M. Veerabahu 044 - 24330233 044 - 2434775519. Indian Overseas Bank Chennai DP, I Floor, New No.47, Halls Road, Egmore, Chennai - 600 008 Mr. K Chandrasekaran 28193617 2819361920. indusind bank Premises No. 1, Sonawala Building 57, Mumbai Samachar Marg, Fort, Mumbai - 400 001. Mr. Yogesh Adke 9833670809, 022-66366589 022 - 6636659021. J. P. Morgan chase bank J.P. Morgan Tower, Off C.S.T. Road, N.A, Kalina Santacruz - East, Mumbai - 400 098. Nandita Halady 022 - 6157 3833 022 - 6157 391022. Karur Vysya bank ltd. Demat Cell, First Floor, No 37, Whites Road, Royapettah, Chennai - 600 014. Nori Subrahmanyam 044 - 28518265 044 - 2851826923. Kotak Mahindra bank ltd. Kotak Infiniti, 6th Floor, Building No.21, Infinity Park, Off Western Express Highway, General AK

Vaidya Marg, Malad (E), Mumbai Sanjay Sawant 022 - 66056587 022 - 66056642

24. nutan nagrik sahakari bank ltd. Opp. Samratheshwar Mahadev, Nr. Law Garden, Ellisbbridge, Ahmedabad Miti Shah 9879506795 079 - 2656471525. oriental bank of commerce 67, Bombay Samachar Marg, Sonawala Building, Fort, Mumbai - 400 001 Shri B.K. Palrecha,

Asstt. General Manager022 - 22654791/95 022 - 22654779

26. Punjab national bank Capital Market Services Branch, PNB House, Fort, Sir P.M. Road, Mumbai Sh. K. K. Khurana 022 - 22621122, 22621123, 022 - 2262112427. south indian bank ASBA Cell (Nodal Office), 2nd Floor, SIB Building, Market Road, Ernakulam - 682 035, Kerala,

India.Mr. John K. Mechery 09645817905 0484 - 2351923

28. standard chartered bank 90 M.G.Road, Fort, Mumbai - 400 001. Mr. Joseph George 022 - 22683955 022 - 2209221629. state bank of bikaner & Jaipur State Bank of Bikaner and Jaipur, P.R. Road, Jaipur - 302 005. Mr. N. K. Chaudhary 0141 - 4003381, 09413398771 0141 - 236521930. state bank of hyderabad Gunfoundry, Hyderabad - 500 001. Mr. Ashok Kulkarni 040 - 23387325 040 - 23387743 31. state bank of india Capital Market Branch, Videocon Heritage, Klick House, Opp. MTNL Office, Charanjit Rai Marg,

Fort, Mumbai - 400 001.Mrs. Surekha Shinde Asst. Manager

022 - 2266 2133 098704 98689

022 - 2265 0747

32. State Bank of Travancore Anakatchery Buildings,Y M C A Road, Statue,Thiruvananthapuram - 695 001. P. P. Muraleedharan 0471 - 2333676 0471 - 233813433. syndicate bank Capital Market Services Br., 26A, First Floor, Syndicate Bank Bldg., P.M. Road, Fort,

Mumbai - 400 001.Mr. Ashok Reddy 022 - 22621844 022 - 22700997

34. Tamilnad Mercantile bank ltd. Depository Participant Services Cell, Third Floor, Plot No.4923, Ac/16, 2nd Avenue, Anna Nagar (West), Chennai - 600 040, Tamilnadu, India.

R. Krishnamoorthi 044 - 26192552, 9842829782 044 - 26204174

35. The federal bank limited ASBA CELL, Retail Busi. Dept., Federal Bank, Marine Drive, Ernakulam, Kochi - 682 031. Mr. K. Prasad (Manager Admn.) (0484) 2201847 0484 - 238560536. uco bank D.N. Road (Retail) Branch, Mumbai - 400 023. Manager 022 - 40180105 022 - 2287075437. union bank of india Mumbai Samachar Marg, Mumbai - 400 023. Mr. O. P. Jain / K. I. Damniwala 022 - 22629411/22629404 022 - 22642787/

022 - 2267668538. united bank of india Global Cash Management Service Hub, 4th Floor, United Bank of India, Head Office

11, Hemanta Pasu Sarani, Kolkata - 700 001.AGM (CMS & DEMAT) 033 - 22624175 033 - 22624176

39. Vijaya bank Head Office Building, 41/2, M.G.Road, Bangalore. Mr. Vithaldas Acharya 080 - 25584281 080 - 25584281 40. yes bank ltd. YES Bank Limited, Tiecicon House, Second Floor, Dr. E Moses Road, Mahalaxmi,

Mumbai - 400 011.Mr. Mahesh Shirali 022 - 66229031 022 - 24974875

41. The Kalupur commercialCo-operative Bank Ltd.

Kalupur Bank Bhavan, Nr. Income Tax Circle, Ashram Road, Ahmedabad - 380 014. Mr. Jay V. Pathak, Manager 079 - 27582028 079 - 40014118/ 40014149

42. bank of America n. A. 748, Anna Salai, Chennai - 600 002. Mr. Swaminathan Ganapathy 044 - 42904526 044 - 2852255043. The lakshmi Vilas bank ltd. 64, Dr. V.B.Gandhi Marg, Kalaghoda, Fort, Mumbai, Great Mumbai District,

Maharashtra - 400 001.Raghu Nagarajan 022 - 2267288, 22672247(M) 022 - 22670267

44. state bank of Patiala CO 99-102, Sector - 8C, Chandigarh Shri. Amarjit Singh Girn,Chief Manager

0172 - 2779116, 2546124, 09779586096

0172 - 2546080

45. state bank of Mysore P.B. No.1066, #24/28, Cama Building, Dalal Street, Fort, Mumbai - 400 001. Mr. Rajeshwar Das, Manager 09022469176 022 - 2265634646. The surat Peoples co-op. bank ltd. Central Office, Vasudhara Bhavan, Timaliyawad, Nanpura, Surat - 395 001. Mr. Iqbal Shaikh 0261 - 2464621 0261 - 2464577.59247. dhanlaxmi bank limited The Dhanlaxmi Bank Ground Floor, Janmabhoomi Bhavan, Plot 11-12, Janmabhoomi Marg, Fort

Mumbai, Maharashtra - 400 001.Niranjan Ketkar 022 - 2202535 022 - 22028208

48. The Saraswat Co-opearative bank ltd.

Madhushree, Plot No. 85, 4th Floor, District Business Centre, Sector – 17, Vashi, Navi Mumbai – 400 703.

Mr. A. A. Bhatia 022 - 27884161 / 27884162 /27884163 / 27884164

022 - 27884153

49. dbs bank ltd. DBS Bank Ltd, Fort House, 221, Dr. D.N. Road, Fort, Mumbai - 400 001. Mr. Amol Natekar 022 - 6613 1213 022 - 6752 847050. dena bank Capital Market Branch, 17 B, Horniman Circle, Mumbai - 400 023. Branch Manager 022 - 22661206 / 22702881 022 - 22694426 /

2270288051. Karnataka bank ltd. The Karnataka Bank Ltd., Mangalore H O Complex Branch, Mahaveera Circle, Kankanady,

Mangalore 575 002Ravindranath Baglodi, Sr. Manager 0824 - 228139/140/141 0824 - 26564863

52. The Ahmedabad Mercantile co-op. bank ltd.

Head Office : “Amco House”, Nr. Stadium Circle, Navrangpura, Ahmedabad 380 009 Bimbal P. Chokshi 079 - 26426582 - 84 - 88 079 - 26564863

53. ing Vysya bank No.69, Ramaiah Complex, Roopena Agrahara, Hosur Road, Bangalore 560068 Yoganand J., Akshay Hegde 080 - 2253 2135, 2500 5316 080 - 2253 211154. Janata sahakari bank ltd. N.S.D.L. Department, Bharat Bhavan, 1360, Sukhrawar Peth, Pune 411 002 Shri Ajit manohar Sane 020 - 2443 1011, 2443 1016 020 - 2443 101455. barclays bank Plc 601/603, Ceejay House, Shivsagar Estate, Dr. AB. Road, Worli, Mumbai - 400 018 Parul Parmar 022-6719 6400 / 6575 022-6719 6996

TrAding MeMbersThe Trading Members shall accept Application Forms only in such cities/ towns where the banking branches (escrow banks) are available. Details of such branches of the Escrow Banks where the Application Form along with the cheque/ demand draft submitted by a Non ASBA applicant shall be deposited by the Trading Members are available on the websites of the Lead Manager at www.icicisecurities.com. A link to the said web pages shall also be available on the website of NSE and BSE at www.nseindia.com and www.bseindia.com, respectively.

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