1. FINANCIAL HIGHLIGHTS

The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as notified by Ministry
of Corporate Affairs (‘MCA’) under section 133 of the Companies Act, 2013 (the Act”) read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended and other relevant provisions of the Act, circulars, guidelines and directions
issued by the Reserve Bank of India (“RBI”) from time to time. The financial statements of the Company are presented as
per Schedule III (Division III) of the Companies Act, 2013, applicable to NBFCs as notified by the Ministry of Corporate Affairs
(MCA).

2. STATE OF AFFAIRS OF THE COMPANY

As of March 31, 2026, the Company had 3.27 million active customers spread across 1670 branches, with a gross loan
portfolio of T 1,40,056.22 million as compared to T 1,23,567.18 million as of March 31,2025.

The net worth of the Company as on March 31,2026, was T 28,543.12 million and capital adequacy as on March 31,2026,
was 23.92%, well in excess of the mandated 15%.

During the year, the Company's revenue from operations and other income was T 23,806.97 million with a net profit with
other comprehensive income of T 2,136.07 million. The funding sources for the Company was through private placement of
Non-Convertible Debentures (“NCDs”) and borrowings from banks/financial institutions by way of Term Loans, PTCs, ECBs
and CPs as summarised below.

9. DEBENTURES, BONDS OR ANY NON-CONVERTIBLE SECURITIES

Non-convertible Debentures: During the period under review, your Company has issued debentures i.e, Listed, Secured,
Non-convertible Debentures aggregating to T8,650 million and Listed, Unsecured Bond for an amount of $ 15 million. The
outstanding as of March 31, 2026 stood as 79,766.30 million for Listed, Secured, Non-convertible Debentures and $ 15
million for Listed, Unsecured Bond.

Details are as follows:

Note *: Put option exercised for 15 units, 2588 units, 102 units of MML-24, MML- 25 & MML-26 NCDs respectively.

10. CAPITAL ADEQUACY

The Capital Adequacy Ratio was 23.92% as on
March 31, 2026. The Net Owned Funds (NOF) as on
that date was T 21,485.98 million. The minimum capital
adequacy requirement stipulated for your Company by
Reserve Bank of India is 15%.

11. ANNUAL RETURN

Pursuant to Section 134 and Section 92(3) of the
Companies Act, 201 3 read with Rule 1 2(1 ) of the
Companies (Management and Administration) Rules,
2014, a copy of the Annual Return is placed on the
website of the Company.

The web-link is:https://muthootmicrofin.com/
stakeholders-information/?tab=5

12. ACHIEVEMENTS

During the financial year under review, the Company
received several prestigious awards and recognitions in
acknowledgment of its commitment to financial inclusion,
workplace excellence, ESG leadership, and operational

performance. Some of the key awards and milestones

achieved during the year are highlighted below:

Ý Company received the Great Place to Work®
Certification for the Seventh time.

Ý Company were recognised among the “Top 50
India's Best Workplaces™ in BFSI 2026”.

Ý Company expanded operations into Assam,
marking a significant step towards strengthening
financial inclusion in the North-East region.

Ý Ceceived the TransUnion CIBIL Best Data Quality
Award in the Microfinance Institutions segment.

Ý Crossed the milestone of 1,000 female Relationship
Officers (ROs), reflecting the Company's commitment
to women empowerment and inclusive growth.

Ý Won the “Best Financial Inclusion Initiative” award at the
NBFCs Tomorrow Conclave and DNA Awards 2025.

Ý Conoured with the SKOCH Gold Award for ESG
Excellence in recognition of the Company's strong
commitment towards ESG goals.

Ý Ceceived the “Top Performing Microfinance Institution”
award at the Water.org and Sa-Dhan Awards 2025.

Ý Conferred with the “Financial Inclusion Institution of
the Year” award at the ACCESS ASSIST Conference
2026, organised in association with the Ministry of
Finance and HSBC.

Ý Cchieved a top-tier ESG rating of 80.8 with
CareEdge ESG 1 .

Ý Company received the Top ESG Honours and
Industry Leadership Award at the India 2030
Conclave.

13. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The Company, being an NBFC registered with RBI and
engaged in the business of giving loans in the ordinary
course of its business, is exempt from complying with
the provisions of section 186 (2) of the Companies
Act, 2013 with respect to loans, guarantees and
investments. Accordingly, the Company is exempt
from complying with the requirements to disclose in
the financial statement the full particulars of the loans
given, investment made or guarantee given or security
provided.

The Company has duly complied with the provisions
of Section 186 of the Companies Act, 2013 and Rules
made thereunder. The details of Loans, Guarantees or
Investments made by the Company are given below:

Details on the loans given and investments made under
the provisions of this section are disclosed in the financial
statements. The Company has not given any guarantees
or security on behalf of a third party.

14. CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the
Company during the financial year 2025-26.

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

There have been no material changes or commitments
which affect the financial position of the Company which
has occurred between the end of the financial year to which
the financial statements relate and the date of this Report.

16. REVISION OF FINANCIAL STATEMENT OR THE REPORT

The Company has not revised its Financial Statement or Board's Report during the financial year.

17. CREDIT RATING

The credit rating awarded to various instruments of the Company as on March 31,2026, were as follows:

The Credit Rating of different instruments of the Company as on March 31,2026, was mentioned under note 55 (xxi) of the
Financial Statements under RBI disclosures.

Further, on June 09, 2026, CRISIL upgraded the credit ratings assigned to the Company's long-term credit facilities and Non¬
Convertible Debentures (NCDs) to ‘CRISIL AA-/Stable’ from ‘CRISIL A /Positive'. CRISIL also reaffirmed its ‘CRISIL A1 '
rating assigned to the Company's Commercial Papers.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Composition of the Board of Directors

As of March 31, 2026, the Board of your Company comprised of Ten Directors with one Executive Director, four Non¬
Executive Directors and Five Independent Directors. The composition of the Board of Directors meets the requirement of
provisions of Regulation 17 of the Listing Regulations and Section 149 of the Act.

A. Change in Composition of the Board of

Directors

During the year under review, there was no

change on the Board of Directors (‘Board').

i. Directors retiring by rotation

At the 33^rd Annual General Meeting held
on July 24, 2025, Mr. Thomas Muthoot,
Director (DIN: 0082099) retired by
rotation in compliance with the provisions
of Section 152 of the Companies Act,
2013 and was re-appointed.

Mr. Thomas George Muthoot
(DIN: 00011552), Non-Executive Director
is due to retire by rotation at the ensuing
Annual General Meeting, and being
eligible, offers himself for re-appointment.
Mr. John Tyler Day (DIN: 07298703), Non¬
Executive, Non-Independent Director,
retires in accordance with Section 152 of
the Companies Act, 2013. He shall hold
office until the conclusion of the ensuing
Annual General Meeting of the Company.

ii. Re-appointment of Independent

Directors

During the financial year 2025-26, there
were no re-appointments of Independent
Directors.

iii. Approval of the Members will

be sought at the forthcoming

Annual General Meeting for the

appointments.

The Board of Directors at their meeting
held on June 30, 2026, has inducted
Ms. Hannah Muthoot (DIN: 10762532)
as Additional Director (Non-Executive
Non-Independent), on recommendation
of the Nomination and Remuneration
Committee and the Audit Committee. In
terms of the provision of Section 160 of
the Companies Act 2013 and the rules

IV. Declaration by Independent Directors and
statement on compliance with the code of
conduct

The Company has received necessary declarations
with respect to independence from all the
independent directors in compliance of Section 149
(7) of the Companies Act, 2013.

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

V. Nomination & Remuneration Policy

The Nomination and Remuneration Committee
has formulated the Nomination and Remuneration
Policy which sets out the criteria for determining
qualifications, positive attributes and independence
of Directors. It also lays down criteria for determining
qualifications, positive attributes of KMPs and senior
management and other matters provided under
Section 178(3) of the Act and Listing Regulations.
The Nomination and Remuneration Policy of the
Company as approved and adopted by the Board is
available on the website of the Company at:https://
muthootmicrofin.com/policies/

The policy is in compliance with the provisions of
Section 178 of the Companies Act, 2013, SEBI
(LODR) regulations and guidelines of the Reserve
Bank of India on Corporate Governance Norms for
NBFCs. The policy covers the following:

1. Objectives, composition and responsibilities of
the Nomination and Remuneration Committee

2. Guidelines for NRC on appointment and
removal of directors/KMP and senior
management

3. Fit and proper criteria to determine the
suitability of the person for appointment/
continuing to hold appointment as a Director
on the Board of the Company.

4. Criteria for independence - for directors to be
appointed as independent directors on board
of the Company.

5. Criteria to be considered while appointing
KMP, senior management personnel

6. Removal of a director, KMP or senior
management

7. Remuneration of directors, key managerial
personnel and senior management

8. Evaluation of performance of the Directors and
the overall Board broadly on the basis of the
laid-out criteria.

9. Criteria for review of the policy due to change
in regulations or as may be felt appropriate by

the Committee subject to the approval of the
Board of Directors.

19. BOARD MEETING

During the financial year 2025-26, our Board has met five
(5) times, and the meetings were held on May 08, 2025,
June 24, 2025, August 11, 2025, November 05, 2025,
and February 09, 2026.

The requisite quorum was present for all the meetings.
The intervening gap between the meetings was within the
period prescribed under the Act and Listing Regulations.
The Company provides all the Board members with
the facility to participate in the meetings of Board and
its Committee through Video Conferencing or Other
Audio-Visual Means. The details of the meetings have
been enclosed in the Corporate Governance Report,
which forms part of this report.

Pursuant to the requirements of Schedule IV to the
Act and the Listing Regulations, a separate Meeting of
the Independent Directors of the Company was held
on March 29, 2026, and the Directors reviewed the
matters enumerated under Schedule IV(VII)(3) to the Act
and Regulation 25(4) of the Listing Regulations. All the
Independent Directors attended the said meeting.

20. COMMITTEES OF BOARD

The Company has various Committees which have
been constituted as part of good corporate governance
practices and the same follow the requirements of the
relevant provisions of applicable laws and statutes.

The Committees of the Board are the Audit Committee,
the Nomination and Remuneration Committee,
the Borrowing Committee, the Corporate Social
Responsibility Committee, the Stakeholder's Relationship
Committee, the IT Strategy Committee, the Asset
Liability Management Committee, the Debenture Issue
and Allotment Committee and the Risk Management
Committee.

The details with respect to the composition, powers,
roles, terms of reference, meetings held, and
attendance of the directors at such meetings of the
relevant Committees are given in detail in the Report on
Corporate Governance of the Company which forms
part of this Annual Report.

21. RECOMMENDATIONS OF THE AUDIT COMMITTEE

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

22. COMPANY’S POLICY ON DIRECTORS’
APPOINTMENT AND REMUNERATION

The Company, pursuant to the provisions of Section 178
of the Companies Act, 2013, has formulated and adopted
a policy on Directors' appointment and remuneration

including criteria for determining qualifications, positive
attributes, independence of a director and other matters
provided under sub-section (3) of section 178 which
is available on the website of the Company at:https://
muthootmicrofin.com/policies/

23. ANNUAL EVALUATION OF BOARD, COMMITTEES,
AND INDIVIDUAL DIRECTORS

The meeting of the Board of Directors held on
February 09, 2026, conducted an evaluation of its own
performance and that of its committees and individual
directors.

The evaluation process is carried out by collecting
feedback from each of the Directors/committee members
about the Board/committee's performance and feedback
about each of the other directors.

The feedback was collected through structured
questionnaires. The Board then evaluated all the feedback
received and expressed their satisfaction.

Aspects covered in the feedback inter alia are:

a. Composition of Board/committees.

b. Appropriateness of its size, experience and expertise.

c. Effective participation, integrity and credibility.

d. Ability to handle conflict collectively, interpersonal
skills, and willingness to address issues proactively.

e. Performance against set goals.

f. Adequacy of terms of reference serves the purpose.
The Board of Directors has conducted these evaluations
through electronic mode by distributing electronic
evaluation forms to the Directors.

24. COMPLIANCE

The Company is registered with the Reserve Bank of
India (“the RBI”) as a NBFC-MFI. As per the Framework
for Scale Based Regulation for Non-Banking Financial
Companies issued by the RBI vide direction dated
November 28, 2025, i.e, Reserve Bank of India (Non¬
Banking Financial Companies - Registration, Exemptions
and Framework for Scale Based Regulation) Directions,
2025, the Non-Banking Finance Companies are
categorised into four layers, NBFC - Base Layer (NBFC-
BL), NBFC - Middle Layer (NBFC-ML), NBFC - Upper
Layer (NBFC-UL) and NBFC - Top Layer (NBFC-TL)
based on size, activity, and risk perceived. According to
the said regulation, the Company has been categorised
as NBFC - ML.

The Company has listed its equity shares in the BSE
Limited and the National Stock Exchange of India Limited
and has various Non- Convertible Debt Instruments listed
in the BSE Limited and Gift City (India INX and NSE INX).
The Company has complied with and continues to
comply with all applicable Laws, Rules, Circulars,
Regulations, etc. including Directions of RBI for NBFC-
MFIs and various SEBI Listing Regulations, and does

not carry on any activities other than those specifically
permitted by RBI for NBFC-MFIs.

25. CODE OF CONDUCT FOR BOARD AND SENIOR
MANAGEMENT

In compliance with Regulation 26(3) of the Listing
Regulations and the Act, the Company has framed and
adopted a Code of Conduct for Directors and Senior
Management (“the Code”), which provides guidance on
ethical conduct of business and compliance with laws
and regulations.

All members of the Board and Senior Management
personnel have affirmed their compliance with the Code
as of March 31,2026. A declaration to this effect, signed
by the Managing Director/Executive Director in terms of
the Listing Regulations, is given in the Report of Corporate
Governance forming part of this Annual Report.

The Code is made available on the Company’s website at
https://muthootmicrofln.com/stakeholders-information/?tab=1

26. CODE OF PRACTICES AND PROCEDURES FOR
FAIR DISCLOSURE OF UNPUBLISHED PRICE
SENSITIVE INFORMATION

The Board has formulated the Code of Practices and
Procedures for Fair Disclosure of Unpublished Price
Sensitive Information (Fair Disclosure Code), for the fair
disclosure of events and occurrences that could impact the
price discovery in the market for the Company’s securities.
The Fair Disclosure Code also provides for maintaining
uniformity, transparency and fairness in dealings with all
stakeholders and ensuring adherence to applicable laws
and regulations. The same is available on the website of
the Company athttps://muthootmicrofin.com/policies/

27. PREVENTION OF INSIDER TRADING

The Board of Directors of the Company has formulated
and adopted a Code of Conduct to regulate, monitor
and report the trading of shares by insiders. This code
lays down the guidelines and procedures to be followed
and disclosures to be made by the insiders while dealing
with shares of the Company and cautioning them of
the consequences of non-compliance. The same is
available on the website of the Company athttps://
muthootmicrofin.com/policies/

28. SUBSIDIARY COMPANY, JOINT VENTURES AND
ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint
venture or Associate Company.

29. DEPOSIT

During the financial year, your Company has not accepted
any deposits from the public within the meaning of
provisions of the Non-Banking Financial Companies
Acceptance of Public Deposits (Reserve Bank) Directions,
201 6 or any deposits within the meaning of Section

73 of the Companies Act 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.

Therefore, the disclosures required under Rule 8(5)(v) of
Companies (Accounts) Rules, 2014 and Rule 2(1)(c) of
Companies (Acceptance of Deposits) Rules 2014 are not
applicable.

30. REMUNERATION DETAILS OF DIRECTORS, KMPS
AND EMPLOYEES

Details of managerial remuneration pursuant to Rule
5(1) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 201 4 is available on the
website of the Company athttps://muthootmicrofin.com/
stakeholders-information/?tab=3

31. CRITERIA FOR MAKING PAYMENTS TO NON¬
EXECUTIVE DIRECTORS

Apart from the sitting fee paid to the Independent
Directors, expenses incurred by the Company on behalf
of the Directors for their reimbursement of expenses
during and for the purpose of attending Board and
Committee meetings, the Company has made no other
payment to its Non-Executive Directors.

32. DIRECTORS’ RESPONSIBILITY STATEMENT

I n terms of Section 134 (5) of the Companies Act 2013,
the Directors would like to state that:

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

ii) The Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31,2026, and
of the profit and loss of the Company for that period;

iii) The Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;

iv) The Directors had prepared the annual accounts on
a going concern basis;

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

vi) The Directors has devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

33. ADEQUACY OF INTERNAL AUDIT AND FINANCIAL
CONTROLS

The Company has adequate internal controls and processes
in place with respect to its operations, which provide
reasonable assurance regarding the reliability of the financial
statements and financial reporting as also functioning of
other operations. These controls and processes are driven
through various policies and procedures.

During the year, the review of Internal Financial Controls
was done, and the report was placed before the Audit
Committee. As per the report the Controls are effective
and there are no major concerns. The internal financial
controls are adequate and operate effectively to ensure
orderly and efficient conduct of business operations.

34. FAIR PRACTICES CODE

The RBI had been issuing revised Fair Practices Code
guidelines from time to time, and your Company has
adhered to all of them without any compromise. The
Fair Practices Code, Code of Conduct, and Grievance
Redressal Mechanism have been displayed prominently
in all the branches of the Company.

35. STATUTORY AUDITORS

M/s. Suresh Surana & Associates LLP Indian member
of RSM International, Chartered Accountants, (Firm
Registration No. 121750W/W-100010), having a valid
Peer review Certificate issued by the Peer Review
Board of ICAI, in accordance with Section 139 of the
Companies Act, 2013 read with RBI Circular No. DoS.
CO.ARG/SEC.01/08.91.001/2021-22, were appointed
as the Statutory Auditor of the Company for a term of
three consecutive years, at the 32^nd Annual General
Meeting held on July 18, 2024.

The auditors have submitted their Report on the
accounts of the Company for the Financial Year ended
March 31,2026, to the Board of Directors at the meeting
held on May 06, 2026. The Board has duly examined the
Statutory Auditors' Report which is self-explanatory. The
Report does not contain any qualifications, reservations
or adverse remarks.

36. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors has appointed M/s. SEP
Associates, Company Secretaries, Kochi, to conduct the
Secretarial Audit of the Company for the Financial Year
2025-26. The Secretarial Audit Report for the financial
year ended March 31,2026, is annexed to this report as
Annexure II.

The Secretarial Audit Report for the financial year 2025¬
26 does not contain any qualification, reservation,
adverse remark or disclaimer.

37. INTERNAL AUDITOR

The Company has an independent internal audit
department headed by Chief Internal Auditor Mr. Dileep
Kumar Pathak. The internal audit department broadly
assesses and contributes the overall improvement of
the organisation's governance, risk management, and
control processes using a systematic and disciplined
approach. The internal audit team follows Risk Based
Internal Audit, which helps the organisation to identify
the risks and address them accordingly based on the
risk priority and direction provided by the board of
directors. The Internal audit reports are presented to
the Audit Committee of the Board on a quarterly basis.
Based on the reports of the internal audit team, the
process owners undertake corrective action in their
respective areas.

Pursuant to the provisions of Section 138 of the Act, the
Board of Directors, on the recommendation of the Audit
Committee appointed M/s. Ernst & Young (E&Y) India
LLP, as the Internal Auditor of the Company for financial
year 2025-26 for providing co-sourced internal audit
services.

38. EXPLANATION OR COMMENTS ON
QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE
STATUTORY AUDITOR/SECRETARIAL AUDITOR IN
THEIR REPORTS

The Statutory Auditors have given their report ‘with an
unmodified opinion', on the Financial Statements of the
Company for Financial Year 2025-26.

There has been no qualification, reservation, adverse
remark or disclaimer made by the Statutory Auditor in
their Report for the year under review.

39. COMPLIANCE WITH SECRETARIAL STANDARDS

During the Financial year, the Company has complied
with the provisions of applicable Secretarial Standards
viz. Secretarial Standard on meetings of the Board of
Directors (SS-1) and Secretarial Standard on General
Meetings (SS-2).

40. CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies
Act 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules 2014, the Company
has established the Corporate Social Responsibility
Committee (CSR Committee) in the year 2015 and the
composition and function thereof are mentioned in the
Corporate Governance Report.

The Board has adopted the CSR Policy, formulated and
recommended by the CSR Committee, and the same
is available on the website of the Company at:https://
muthootmicrofin.com/disclosures/

Company's CSR initiatives are mainly implemented
through the Muthoot Pappachan Foundation (MPF),
a Public Charitable Trust - the CSR arm of Muthoot
Pappachan Group (MPG). MPF tackles issues affecting
the communities in which our businesses operate.

The CSR initiatives of MPG revolve around the theme
‘HEEL', covering ‘Health, Education, Environment and
Livelihood'. Detailed information report on the CSR policy
and the CSR initiatives undertaken during the Financial
Year 2025-26 is given in the Annexure III-‘Annual
Report on CSR activities.

41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In accordance with Regulation 34(2)(f) of the Listing
Regulations, the Business Responsibility and
Sustainability Report (BRSR), covering disclosures on
the Company's performance on Environment, Social and
Governance parameters for the reporting period, which
forms part of this Annual Report as Annexure IV.

The BRSR provides a comprehensive account of the
Company's business performance and impacts, and
it is aligned with the NGRBC (National Guidelines on
Responsible Business Conduct) on Social, Environmental
and Economic Responsibilities of Business, issued by the
Ministry of Corporate Affairs.

42. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Pursuant to Regulation 34(2)(e) of the Listing Regulations,
a detailed Management Discussion and Analysis Report
for the Financial Year under review is presented in a
separate section, forming part of the Annual Report.

The state of the affairs of the business along with the
financial and operational developments has been
discussed in detail in the Management Discussion and
Analysis Report.

43. CORPORATE GOVERNANCE

The Company is committed to maintain the highest
standards of Corporate Governance and adhere to the
Corporate Governance requirements set out by SEBI.

The Report on Corporate Governance as required under
Regulation 34(3) read with Schedule V of the Listing
Regulations forms part of this Report.

Further, as required under Regulation 17(8) of the Listing
Regulations, a certificate from the Chief Executive Officer
and Chief Financial Officer is annexed with the Annual
Report.

A certificate from CS Lakshmi Pradeep and Associates,
Practicing Company Secretary, confirming the
compliance of the Company with the conditions of
Corporate Governance, as stipulated under the Listing
Regulations, is attached to the Report of Corporate
Governance

44. DETAILS OF THE AUCTIONS OF GOLD WERE
CONDUCTED DURING THE FINANCIAL YEAR.

Details of Gold auctions conducted during the financial
year is as follows:

45. RELATED PARTY TRANSACTION

All contracts/arrangements/transactions entered by the
Company during the Financial Year with related parties
were in the ordinary course of business and on an arm's
length basis.

During the year under review, your Company had not
entered into any contract/arrangement/transaction
with Related Parties which could be considered
material in accordance with the Policy on Related Party
Transactions. Further there were no materially significant
related party transactions entered into by the Company
with Promoters, Directors, KMP or other people which
may have potential conflicts with the interests of the
Company.

The particular of contracts or arrangements made with
related parties pursuant to Section 188 of the Companies
Act, 2013 in the prescribed Form AOC-2 is appended
as Annexure V which forms part of this report. Details
of Related Party Transactions as required under Indian
Accounting Standard (Ind AS-24) are reported in Note
no. 36 forming part of the Financial Statements.

Disclosure on Related Party Transactions, in compliance
with the requirements of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and the
applicable accounting standards, are made in the financial
statements. Also, the Company has adopted the policy
on Materiality and Dealing with Related Party Transaction
which is available on the website of the Company at:
https://muthootmicrofin.com/policies/

Disclosures of transactions of the listed entity with any
person or entity belonging to the promoter/promoter
group which hold(s) 10% or more shareholding in the
listed entity, in the format prescribed in the relevant
accounting standards for annual results is provided in the
financial statements.

46. DETAILS OF FRAUDS REPORTED BY AUDITORS

Pursuant to sub-section 12 of Section 143 of the Act,
the Statutory Auditors and the Secretarial Auditors of the
Company have not reported any instances of material
frauds committed in the Company by its officers or
employees, except few instances of cheating, forgery,

misappropriation and criminal breach of trust, which are
duly identified by the Company and are disclosed as
Note 55 (xxx) to the Financial Statements.

47. RISK MANAGEMENT

As an NBFC-MFI catering primarily to the unorganised
and underserved sectors, risk management forms an
integral part of the Company's business operations.
The Company has in place a comprehensive Board-
approved Risk Management Policy and a well-
defined risk management framework supported by
established systems and adequate controls for the
identification, assessment, measurement, monitoring,
reporting, mitigation, and management of risks. The
risk management processes, policies, and procedures
are periodically reviewed by the Risk Management
Committee and the Board of Directors.

The effectiveness of the Company's risk management
framework is further strengthened through regular
portfolio reviews, stress testing, scenario analysis, control
self-assessments, and continuous monitoring of key risk
indicators. The Risk Management Committee oversees
and monitors various categories of risks, including credit,
operational, information technology, financial, regulatory,
market, and reputational risks, along with all associated
risk exposures.

The Company's internal control systems, organisational
structure, processes, policies, and code of conduct
collectively provide a robust internal control mechanism
that supports the efficient conduct of business operations.
The existing risk management measures are continuously
reviewed and upgraded to enhance risk prevention and
mitigation capabilities. In the opinion of the Board of
Directors, there are no risks that threaten the existence
or continuity of the Company.

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

The provisions of Section 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 are not applicable to your Company.
However, your Company has been taking steps at all
times for the conservation of energy.

Foreign Exchange Earnings & Outgo

Foreign Exchange Earnings - Nil

Foreign Exchange Outgo - 7 2007.88 million

49. VIGIL MECHANISM

Your Company is committed to the highest standards of
ethical, moral and legal business conduct. Accordingly,
the Board of Directors have formulated a Whistle Blower
Policy which is in compliance with the provisions of Section
177 (10) of the Companies Act, 2013. All Directors,
employees and stakeholders can raise their concerns
regarding any discrimination, harassment, victimisation,

any other unfair practice being adopted against them
or any instances of fraud by or against your Company.
As per the Whistle Blower Policy implemented by the
Company, the Employees, Directors, customers, dealers,
vendors, suppliers, or any stakeholders associated with
the Company are free to report illegal or unethical behavior,
actual or suspected fraud or violation of the Company's
Code of Conduct or Corporate Governance Policies or any
improper activity, to the Chairman of the Audit Committee
or Chief Compliance Officer and Company Secretary
or Chief Executive Officer of the Company. The policy
provides for adequate safeguard against victimisation.

Any incidents reported are investigated and suitable
actions are taken in line with the whistle blower policy.
The Whistle Blower Policy is also available on your
Company's website at:https://muthootmicrofin.com/
policies/

50. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND THE COMPANY’S OPERATIONS IN
FUTURE

There was no significant and material order passed by
the regulators or courts or tribunals impacting the going
concern status and the Company's operations in the
future.

51. CORPORATE INSOLVENCY RESOLUTION
PROCESS INITIATED UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (IBC)

There were no applications filed for corporate insolvency
resolution process, by any financial or operational creditor
of the Company or by the Company itself, under the IBC
before the NCLT.

52. DISCLOSURE AS PER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is an equal opportunity employer and is
committed to ensuring that the work environment at all
its locations is conducive to fair, safe and harmonious
relations between employees. It strongly believes in
upholding the dignity of all its employees, irrespective of
their gender or seniority. Discrimination and harassment
of any type are strictly prohibited.

The Company has in place a Policy for prevention of
Sexual Harassment at the Workplace in line with the
requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act,
2013.The Company has constituted the Prevention of
Sexual Harassment Committee to redress complaints
received regarding sexual harassment. All employees

(permanent, contractual, temporary, trainees) are
covered under this policy. The following is a summary of
sexual harassment complaints received and disposed of
during the period under review:

(a) Number of complaints pending at the beginning of
the year: Nil

(b) Number of complaints received during the year: Nil

(c) Number of complaints disposed off during the year:
Nil

(d) Number of cases pending at the end of the year: Nil

53. DETAILS OF DEBENTURE TRUSTEE

During the financial year, the following debenture trustees
are associated with the Company:

Catalyst Trusteeship Vardhman Trusteeship
Limited Pvt Ltd.

Office No.83-87, 8^th Floor, The Capital, A Wing, 412A,

B Wing, Mittal Tower, Bandra Kurla Complex,

Nariman Point, ^{Bandra (East)}

Mumbai-400021, Mumbai 400 051.

Tel 91(022)4922 0555 Tel: 022-42648335

Mitcon Credentia Trusteeship Services Limited

Kubera Chambers, 1^st
Floor, Shivajinagar, Pune,

Maharashtra 411005, India
Tel: 91-22-22828200/240

54. ACKNOWLEDGMENT

Your Directors wish to place on record their appreciation
for the assistance, co-operation and guidance received
by the Company from the Customers, Shareholders,
Debenture Holders, the Central Government, the State
Government, the Reserve Bank of India, the Registrar of
Companies, Mumbai, the Securities and Exchange Board
of India, the BSE Limited, the National Stock Exchange of
India Limited, Debenture Trustees, Depositories, Registrar
and Share Transfer Agent, Credit Rating agencies and
other Regulatory Authorities and Bankers during the year
under review and look forward to their continued support.
Your directors also wish to place on record their deep
sense of appreciation for the committed services of the
Employees of the Company.

For and on behalf of the Board of Directors

Kochi Sd/- Sd/-

J_une 30, 2026 Thomas Muthoot John Thomas Muthoot

Executive Director Director

(DIN 07557585) (DIN 00082099)