Dear Members,

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

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

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

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

During the Financial Year 2024-25,your Company achieved a net profit of ^ 4,631 lakhs as compared to ^12,249 lakhs for the previous Financial Year. Profit Before Tax was at ^ 6,040 lakhs for the year ended March 31, 2025 as compared to ^16,434 lakhs for the year ended March 31,2024. Total Income has increased from ^ 40,141 lakhs for the year ended March 31,2024 to ^ 47,650 lakhs for theyear ended March 31, 2025. The Net Interest Margin (NIM) is reported at 53%forthe Financial Year2024-25 as against 58% in Financial Year 2023-24.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Directors:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

There are no companies which have become or ceased to be its subsidiaries, joint ventures or associate com pa n ies d u ri ng the yea r.

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

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

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

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

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

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

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

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

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

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

The Company conducts Internal Capital Adequacy Assessment Process (ICAAP) on annual basis to assess the sufficiency of its capital funds to cover the risks specified under Pillar II of Basel guidelines. The adequacy of Company's capital funds to meet the future business growth is also assessed in the ICAAP Document. Capital requirement for current business levels and framework for assessing capital requirement for future business levels has been made. Capital requirement and Capital optimisation are monitored periodically by the Committee of Senior Management (ALCO). The Senior Management

deliberates on various options available for capital augmentation in tune with business growth. Based on these reports submitted by Senior Management, the Board of Directors evaluates the available capital sources, forecasts the capital requirements and capital adequacy of MCSL and ensures that the capital available for the Company at all times is in line with the Risk Appetite of the Company.

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

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

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

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

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

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

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

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

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

Corporate Social Responsibility activities at Company encompasses much more than social outreach programmes. Your Company believes that CSR is a way of creating shared value and contributing to social and environmental good. With this philosophy, the CSR activities of your Company is centered around a theme called HEEL i.e., Health, Education, Environment and Livelihood. Aligning with its vision, your Company has been continuing to increase value in the community in which it operates, through its services and CSR initiatives, so as to stimulate well-being for the community, in fulfillment of its role as a responsible corporate citizen. The Board has constituted a Corporate Social Responsibility Committee (CSR Committee) to oversee and monitor the CSR activities of the Company. The CSR Committee of the Company has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The Company's CSR Policy is committed towards CSR activities as envisaged in Schedule VII of the Companies Act, 2013. The CSR Policy is available on the website of the Company at https://www.muthootcap.com/wp-content/uploads/2025/Q8/CSR-Policv.pdf.

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

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

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

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

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

examined by the Board and submitted to RBI.

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.

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

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

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

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

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

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

Considering the nature of activities, the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule8(3) of the Companies (Accounts) Rules,2014, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is not applicable to the Company. Your Company is, however, constantly pursuing its goal of technological upgradation in a cost-effective mannerfor delivering quality customer service.

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

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

Pursuant to Section 186(ll)(a) of the Act read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the loan made, guarantee given, or security provided in the ordinary course of business by a NBFC registered with RBI are exempt from the applicability of provisions of Section 186 of the Act.

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

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

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

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

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

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

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

The Policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Company's website at the web link https://www.muthootcap.com/wp-content/uploads/2025/08/ Related-Partv-Transaction-Policv.pdf

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

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

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

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

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

Your Company has in place, a Fair Practice Code approved by the Board on April 02,2012, last being reviewed on May 23, 2024, in compliance with the guidelines issued by the RBI, to ensure better service and provide necessary information to customers to take informed decisions. The FPC is available on the website of the Company at: https://www.muthootcap.com/wp-content/uploads/2024/Q6/Fair-Practice- Code.odf. The FPC is also reviewed by the Board at frequent intervals to ensure its level of adequacy and appropriateness.

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

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

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

Directors state that:

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

b) They had selected such accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

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

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

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

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

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

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

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

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

• Your Company, in the capacity of Financial Creditor, has notfiled any applications with National Company LawTribunal under the Insolvency and Bankruptcy Code, 2016 during the Financial Year 2024-25 for recovery of outstanding loans against any customer.

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

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

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

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

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

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

• Your Company continues to comply with the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 and all the applicable laws, regulations, guidelines, etc. prescribed by RBI from time to time. The Board of Directors have framed various policies as applicable to the Company and periodically reviews the policies and approves amendments as and when necessary.

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

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

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