NON-CONVERTIBLE

5IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUSMUTHOOT FINANCE LIMITEDLending in Rupees) Regulations, 2000, and other applicable statutory and/or regulatory requirements.Option I NCD shall not be available to NRIs. Allotment of NCDs on a non-repatriation basis to NRIs shallbe subject to the application monies paid by the NRI being received by inward remittance of freelyconvertible foreign exchange through normal banking channels, i.e. through electronic transfer of funds,or a rupee denominated demand draft/cheque drawn on a bank in India from Non-resident Ordinary (NRO)account or Non-resident External (NRE) account, or by electronic transfer of funds held in the investor’srupee denominated accounts i.e. Non-resident Ordinary (NRO) account or Non-resident External (NRE)account maintained with an authorised dealer or an authorised bank in India. Monies received from NRIsshall be collected in the Special Account. In case of bids by NRIs, payment by inward remittance of freelyconvertible foreign exchange should be accompanied by a certificate confirming the source of funds, anda declaration from the applicant that extant FEMA regulations have been complied with. Payment fromNRO accounts by demand drafts or electronic transfer of funds should be accompanied by a bank certificateconfirming that the draft has been issued/electronic transfer has been effected by debiting an NROAccount. In case of payment from an NRE account, such payment should be accompanied by a bankcertificate confirming that the payment has been made by debiting an NRE Account, and bank statementsof the applicant for a period of one year indicating the source of the funds in the NRE Account. Failingthis, our Company reserves the right to accept or reject any application made by an NRI in whole or in part,in either case, without assigning any reason therefor. iii. Applications cannot be made by: (a) Minors withouta guardian name (a guardian may apply on behalf of a minor. However, the guardian name will need tobe mentioned on the application form); (b) Foreign nationals; (c) Persons resident outside India other thanNRIs on a non-repatriation basis; (d) Foreign Institutional Investors; (e) Non Resident Indians other thanon a non-repatriation basis; and (f) Overseas Corporate Bodies39. Escrow Mechanism : We shall open Escrow Accounts with one or more Escrow Collection Bank(s) inwhose favour the applicants shall make out the cheque or demand draft in respect of their application.Cheques or demand drafts for the application amount received from applicants would be deposited in therespective Escrow Account. Upon creation of security as disclosed in the Prospectus, the Escrow CollectionBank(s) shall transfer the monies from the Escrow Accounts to a separate bank account as per the termsof the Escrow Agreement, (“Public Issue Account”). Payments of refund to the applicants shall also bemade from the Escrow Accounts/refund account(s) as per the terms of the Escrow Agreement and theProspectus. Under the provisions of the Foreign Exchange Management (Borrowing and Lending inRupees) Regulations, 2000, any monies borrowed from a person resident outside India cannot be used:(a) for any purpose except in ones own business other than (i) the business of chit fund, (ii) as NidhiCompany, (iii) agricultural or plantation activities or real estate business; or construction of farm houses;or (iv) trading in Transferable Development Rights (TDRs); or (b) for any investment, whether by way ofcapital or otherwise, in any company or partnership firm or proprietorship concern or any entity, whetherincorporated or not, or for the purpose of re-lending. Accordingly, our Company shall open and maintaina separate account with the Escrow Collection Bank(s) in connection with all application monies receivedfrom NRIs, (“Special Account”). All application monies received from NRI applicants shall be deposited inthe Special Account maintained with any of the Bankers to the Issue. Upon creation of security as disclosedin the Prospectus, the Escrow Collection Bank(s) shall transfer the monies from the Special Account to aseparate bank account, (“NRI Account”), which shall be different from the Public Issue Account. OurCompany shall at all times ensure that any monies kept in the Special Account and/or the NRI Accountshall not be used for on-lending and be utilised only in accordance with and subject to the restrictionscontained in the Foreign Exchange Management (Borrowing and Lending in Rupee) Regulations, 2000,and other applicable statutory and/or regulatory requirements. The Escrow Collection Bank(s) will act interms of the Prospectus and the Escrow Agreement. The Escrow Collection Bank(s) shall not exercise anylien whatsoever over the monies deposited therein. In terms of Debt Regulations, it is mandatory for ourCompany to keep the proceeds of the Issue in an escrow account until the documents for creation of securityas stated in the Prospectus are executed.40. Filing of the Prospectus with ROC : A copy of the Prospectus has been filed with the Registrar ofCompanies, Kerala and Lakshadweep, in terms of section 56 and section 60 of the Act.41. Pre-Issue Advertisement : Our Company will issue a statutory advertisement on or before the IssueOpening Date. This advertisement will contain the information as prescribed under Debt Regulations.Material updates, if any, between the date of filing of the Prospectus with ROC and the date of releaseof this statutory advertisement will be included in the statutory advertisement.42. General Instructions : Do’s • Check if you are eligible to apply; • Read all the instructions carefully andcomplete the Application Form; • Ensure that the details about Depository Participant and BeneficiaryAccount are correct as allotment of NCDs will be in the dematerialized form only; • Ensure that you mentionyour PAN allotted under the IT Act; • Ensure that the Demographic Details (as defined herein below) areupdated, true and correct in all respects; and • Ensure that you have obtained all necessary approvals fromthe relevant statutory and/or regulatory authorities to apply for, subscribe to and/or seek allotment of NCDspursuant to the Issue; • In case of an HUF applying through its Karta, the Applicant is required to specifythe name of an Applicant in the Application Form as ‘XYZ Hindu Undivided Family applying throughPQR’, where PQR is the name of the Karta; • Ensure that the Applications are submitted to the Bankersto the Issue before the closure of banking hours on the Issue Closing Date. Don’ts : • Do not apply for lowerthan the minimum application size; • Do not pay the application amount in cash; • Do not fill up theApplication Form such that the NCDs applied for exceeds the issue size and/or investment limit ormaximum number of NCDs that can be held under the applicable laws or regulations or maximum amountpermissible under the applicable regulations; and • Do not submit application accompanied with Stockinvest.43. Instructions for completing the Application Form : A. Submission of Application Form - R • Applicationsby resident Indians must be made in prescribed Application Form – R only. • The forms to be completedin block letters in English. • Applications should be in single or joint names and should be applied by Kartain case of HUF. • Thumb impressions and signatures other than in English/Hindi/Gujarati/Marathi or anyother languages specified in the 8th Schedule of the Constitution needs to be attested by a Magistrateor Notary Public or a Special Executive Magistrate under his/her seal. • All Application Forms dulycompleted together with cheque/bank draft or RTGS transfers (applicable only for Category I applicants)for the amount payable on application must be delivered before the closing of the subscription list to anyof the Bankers to the Issue or collection centre(s)/ agent(s) as may be specified before the closure of theIssue. Applicants at centres not covered by the branches of collecting banks can send their forms togetherwith a cheque/draft drawn on/payable at a local bank in Mumbai to the Registrar to the Issue by registeredpost. For the purposes of the basis of allotment, the date on which the cheque is received by the Registraror a Banker to the Issue, as the case maybe pursuant to an Application, shall be deemed to be the dateon which the Application was made. • No receipt will be issued for the application money. However,Bankers to the Issue and/or their branches receiving the applications will acknowledge the same. • Everyapplicant should hold valid Permanent Account Number (PAN) and mention the same in the ApplicationForm; and • All applicants are required to tick the relevant column of “Category of Investor” in the ApplicationForm. B. Submission of Application Form - NRI : • Applications by NRIs must be made in the prescribedApplication Form - NRI only. • The Application Forms - NRI to be completed in block letters in English.• Applications should be in single or joint names. • Application Forms – NRI duly completed must bedelivered to the Registrar or Bankers to the Issue either by post or scanned and e-mailed to the Registraror Bankers to the Issue before the closing of the subscription list, and the application money should betransferred electronically or by depositing cheque/bank draft for the amount payable on application to thecredit of the Special Account maintained with any of the Bankers to the Issue. For the purposes of the basisof allotment, the date on which the Application is presented to and acknowledged by the Bankers to theIssue or the date of receipt of the application by the Registrar through post, as the case may be, or in thecase of NRIs, the date of receipt of application by the Registrar or Bankers to the Issue through email orphysical copy, whichever is earlier, shall be deemed to be the date on which the Application was made.• Every applicant should hold valid Permanent Account Number (PAN) and mention the same in theApplication Form; and • No receipt will be issued for the application money. However, Bankers to the Issueand/or their branches receiving the applications will acknowledge the same. • Application monies shouldbe received either by inward remittance of freely convertible foreign exchange through normal bankingchannels or through rupee denominated demand drafts/cheque drawn on a bank in India from NonresidentOrdinary (NRO) account or Non-resident External (NRE) account or by transfer of funds held in theinvestor‘s rupee denominated accounts i.e.. NRO Account and NRE Account maintained with an RBIauthorised dealer or a RBI authorised bank in India. Payment by demand drafts should be accompaniedby a bank certificate confirming that the draft has been issued by debiting an NRE or an NRO Account.ALL APPLICATIONS BY CATEGORY I APPLICANTS SHALL BE RECEIVED ONLY BY THE LEAD MANAGERSAND THEIR RESPECTIVE AFFILIATES. All applicants should apply for one or more option of NCDs in asingle Application Form only. Our Company would allot Option INCDs to all valid applications, whereinthe applicants (other than NRIs) have not indicated their choice of Option. Our Company would allotOption IINCDs to all valid applications by NRIs, wherein NRI applicants have not indicated their choiceof Option. C. Applicant’s Depository Account Details : IT IS MANDATORY FOR ALL THE APPLICANTS TOHAVE THEIR NCDs ALLOTTED IN DEMATERIALISED FORM. ALL APPLICANTS SHOULD MENTION THEIRDEPOSITORY PARTICIPANT’S NAME, DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER ANDBENEFICIARY ACCOUNT NUMBER IN THE APPLICATION FORM. INVESTORS MUST ENSURE THAT THENAME GIVEN IN THE APPLICATION FORM IS EXACTLY THE SAME AS THE NAME IN WHICH THEDEPOSITORY ACCOUNT IS HELD. IN CASE THE APPLICATION FORM IS SUBMITTED IN JOINT NAMES,IT SHOULD BE ENSURED THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMESAND ARE IN THE SAME SEQUENCE IN WHICH THEY APPEAR IN THE APPLICATION FORM. Applicantshould note that on the basis of name of the applicant, Depository Participant’s name, Depository Participant-Identification number and Beneficiary Account Number provided by them in the Application Form, theRegistrar to the Issue will obtain from the Depository, demographic details of the investor such as address,bank account details for printing on refund orders and occupation (“Demographic Details”). Hence, applicantsshould carefully fill in their Depository Account details in the Application Form. These DemographicDetails would be used for all correspondence with the applicants including mailing of the refund orders/Allotment Advice and printing of bank particulars on the refund/interest order and the DemographicDetails given by applicant in the Application Form would not be used for these purposes by the Registrar.Hence, applicants are advised to update their Demographic Details as provided to their DepositoryParticipants and ensure that they are true and correct. By signing the Application Form, the applicantwould have deemed to have authorised the depositories to provide, upon request, to the Registrar to theIssue, the required Demographic Details as available on its records. Refund Orders/Allotment Advicewould be mailed at the address of the applicant as per the Demographic Details received from theDepositories. Applicant may note that delivery of Refund Orders/Allotment Advice may get delayed if thenumber of NCDs, which are not in multiples of one; • Category not ticked; • Application under power ofattorney by limited companies, corporate, trust etc., where relevant documents are not submitted; •Application Form does not have applicant’s depository account details; • Applications accompanied byStock invest/money order/postal order; • Signature of sole and/ or joint applicant(s) missing; • ApplicationForms not delivered by the applicant within the time prescribed as per the Application Form and theProspectus and as per the instructions in the Prospectus and the Application Form; • In case the subscriptionamount is paid in cash; • In case of Category IV applications, if the money is received from NRO accountand the account number (in case of application in physical form) mentioned in the application form is arepatriable account or the status of the demat account is repatriable; • In case no corresponding record isavailable with the Depositories that matches three parameters namely, names of the applicant, theDepository Participant’s Identity and the beneficiary’s account number; • Application Form accompaniedwith more than one cheque; • Category I applications not procured by the Lead Managers or their respectiveaffiliates; • Category IV applications being submitted for subscription to only Option I NCDs; or • CategoryIV applications being submitted in physical form at collection centres other than the centres designatedfor submitting the application forms by NRI applicants applying in physical form. For further instructionsregarding application for the NCDs, investors are requested to read the Application Form.48. Allotment Advice / Refund Orders : The un utilised portion of the application money will be refundedto the applicant by an A/c Payee cheque/demand draft. In case the at par facility is not available, ourCompany reserves the right to adopt any other suitable mode of payment. The Company shall credit theallotted NCDs to the respective beneficiary accounts/despatch the Letter(s) of Allotment or Letter(s) ofRegret/Refund Orders by Registered Post/Speed Post at the applicant’s sole risk, within 30 days from thedate of closure of the Issue. We may enter into an arrangement with one or more banks in one or morecities for refund to the account of the applicants through Direct Credit/RTGS/NEFT. Further, (a) Allotmentof NCDs offered to the public shall be made within a time period of 30 days from the date of closure ofthe Issue; (b) Credit to de-mat account will be given within 2 working days from the Date of Allotment; (c)Interest at a rate of 15% per cent per annum will be paid if the allotment has not been made and/or theRefund Orders have not been dispatched to the applicants within 30 days from the date of the closure ofthe Issue, for the delay beyond 30 days; and (d) The Company will provide adequate funds to the Registrarsto the Issue, for this purpose.49. Retention of oversubscription : The Company is making a public Issue of NCDs aggregating upto` 2,500 million with an option to retain oversubscription of NCDs up to ` 2,500 million.50. Basis of Allotment : Basis of Allotment for NCDs : (a) Allotments in the first instance: (i) During the IssuePeriod, for each category, all applications received on the same day by the Bankers to the Issue would betreated at par with each other. (ii) Applicants (other than applicants under Category IV) will be allocatedNCDs on first come first serve basis (determined on the basis of date of receipt of each application dulyacknowledged by the Bankers to the Issue or date of receipt of each application by the Registrar, as thecase may be). Category IV applicants will be allocated NCDs on first come first serve basis (determinedon the basis of date of receipt of each Application either physically or by email, whichever is earlier, bythe Bankers to the Issue or the Registrar); (iii) Applicants belonging to Category I will be allocated up to15% of the Issue size, applicants belonging to Category II will be allocated NCDs upto 20% of Issue size,applicants belonging to Category III will be allocated NCDs upto 50% of Issue size, and applicantsbelonging to Category IV, will be allocated NCDs upto 15% of Issue size on first come first serve basis(determined on the basis of date of receipt of each application duly acknowledged by the Bankers to theIssue); and (iv) All applications in a particular category shall be clubbed together. Allotments, in consultationwith the Designated Stock Exchange, shall be made on a first-come first-serve basis, based on the dateof presentation of each application to the Bankers to the Issue, in each Category subject to the allocationratio indicated at 14(a)(iii) above. (b) Under Subscription: If there is any under subscription in any category,priority in allotments will be given to the Category III, and balance, if any, shall be first made to applicantsof Category II, followed by Category I and thereafter Category IV on a first come first serve basis, onproportionate basis. However, the value of NCDs allotted to Category IV will be limited to ` 2000.00 million.(c) For each Category, all applications received on the same day by the Bankers to the Issue would betreated at par with each other. (d) Minimum allotments of 1 NCD and in multiples of 1 NCD thereafterwould 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-comefirst-serve basis and thereafter on proportionate basis, in each category, i.e. full allotment of NCDs to theapplicants on a first come first basis up to the date falling 1 (one) day prior to the date of oversubscriptionin the respective category, and Proportionate Allotment of NCDs to the applicants on the date ofoversubscription in the respective category (based on the date of presentation of each application to theBankers to the Issue, in each Category). (f) Proportionate Allotments : For each Category, on the date ofoversubscription: (i) Allotments to the applicants shall be made in proportion to their respective applicationsize, rounded off to the nearest integer. (ii) If the process of rounding off to the nearest integer results inthe actual allocation of NCDs being higher than the Issue size, not all applicants will be allotted thenumber of NCDs arrived at after such rounding off. Rather, each applicant whose allotment size, prior torounding off, had the highest decimal point would be given preference. (iii) In the event, there are morethan one applicant whose entitlement remain equal after the manner of distribution referred to above, ourCompany will ensure that the basis of allotment is finalised by draw of lots in afair and equitable manner.(g) Applicant applying for more than one series of NCDs: If an applicant has applied for more than oneseries of NCDs, (Option I and/or Option II and/or Option III and/or Option IV, individually referred to as“Series”), and in case such applicant is entitled to allocation of only a part of the aggregate number of NCDsapplied for, the Series-wise allocation of NCDs to such applicants shall be in proportion to the numberof NCDs with respect to each Series, applied for by such applicant, subject to rounding off to the nearestinteger, as appropriate in consultation with Lead Managers, and Designated Stock Exchange. All decisionspertaining to the basis of allotment of NCDs pursuant to the Issue shall be taken by our Company inconsultation with the Lead Managers, and the Designated Stock Exchange and in compliance with theaforementioned provisions of the Prospectus. Our Company would allot Option I NCDs to all validapplications, wherein the applicants (other than applicants under Category IV) have not indicated theirchoice of Option. Our Company would allot Option II NCDs to all valid applications by NRIs, wherein NRIapplicants have not indicated their choice of Option.51. Investor Withdrawals and Pre-closure : Investor Withdrawal : Applicants are allowed to withdraw theirapplications at any time prior to the closure of the Issue. Pre-closure : Our Company, in consultation withthe Lead Managers re serve the right to close the Issue at any time prior to the Closing Date, subject toreceipt of minimum subscription for NCDs aggregating to 75% of the Base Issue. Our Company shall allotNCDs with respect to the applications received at the time of such pre-closure in accordance with the Basisof Allotment as described hereinabove and subject to applicable statutory and/or regulatory requirements.52. Utilisation of Application Money : The sum received in respect of the Issue will be kept in separate bankaccounts and we will have access to such funds as per applicable provisions of law(s), regulations andapprovals. Our Company shall at all times ensure that any monies kept in the Special Account shall beutilised only in accordance with the FEMA (Borrowing and Lending in Rupees) Regulations, 2000 andother applicable statutory and/or regulatory requirements.53. Utilisation of Issue Proceeds : (a) All monies received pursuant to the Issue of NCDs to public shall betransferred to a separate bank account other than the bank account referred to in sub-section (3) of section73 of the Act. (b) Details of all monies utilised out of Issue referred to in sub-item (a) shall be disclosedunder an appropriate separate head in our Balance Sheet indicating the purpose for which such monieshad been utilised; and (c) Details of all unutilised monies out of issue of NCDs, if any, referred to in subitem(a) shall be disclosed under an appropriate separate head in our Balance Sheet indicating the formin which such unutilised monies have been invested. (d) We shall utilize the Issue proceeds only uponcreation of security as stated in the Prospectus, receipt of the listing and trading approval from BSE andon receipt of the minimum subscription of 75% of the Base Issue. (e) We shall open and maintain aseparate account with the Escrow Collection Bank(s) in connection with all application monies receivedfrom NRIs, (“Special Account”). All application monies received from NRI applicants shall be deposited inthe Special Account maintained with any of the Bankers to the Issue. Upon creation of security as disclosedin the Prospectus, the Escrow Collection Bank(s) shall transfer the monies from the Special Account to aseparate bank account, (“NRI Account”), which shall be different from the Public Issue Account. OurCompany shall at all times ensure that any monies kept in the Special Account and/or the NRI Accountshall not be used for on-lending and be utilised only in accordance with and subject to the restrictionscontained in the Foreign Exchange Management (Borrowing and Lending in Rupee) Regulations, 2000,and other applicable statutory and/or regulatory requirements. (f) The Issue proceeds shall not be utilizedtowards full or part consideration for the purchase or any other acquisition, inter alia by way of a lease,of any property.54. Listing : The NCDs will be listed on BSE. Our Company has received an in-principle approval from theBSE to deal in and for an official quotation of our NCDs. The application for listing of the NCDs will bemade to BSE at an appropriate stage. If permissions to deal in and for an official quotation of our NCDsare not granted by BSE, our Company will forthwith repay, without interest, all moneys received from theapplicants in pursuance of the Prospectus. Our Company shall ensure that all steps for the completion ofthe necessary formalities for listing and commencement of trading at BSE are taken within 15 workingdays from the date of allotment. For the avoidance of doubt, it is hereby clarified that in the event of nonsubscription to any one or more of the Options, such NCDs with Option(s) shall not be listed.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 in the Application Form would be used only to ensuredispatch of refund orders. Please note that any such delay shall be at the applicant’s sole risk and neitherwe nor the Lead Managers or the Registrar shall be liable to compensate the applicant for any lossescaused to the applicant due to any such delay or liable to pay any interest for such delay. However in caseof applications made under power of attorney, our Company in its absolute discretion, reserves the rightto permit the holder of Power of Attorney to request the Registrar that for the purpose of printing particularson the refund order and mailing of Refund Orders /Allotment Advice, the demographic details obtainedfrom the Depository of the applicant shall be used. In case no corresponding record is available with theDepositories that matches all three parameters, namely, names of the applicants (including the order ofnames of joint holders), the Depository Participant’s identity (DP ID) and the beneficiary’s identity, thensuch applications are liable to be rejected. D. Applicant’s Bank Account Details : It is mandatory for all theapplicants to have their NCDs allotted in dematerialised form. The applicant should note that on the basisof the name of the applicant, Depository Participant’s (DP) name, Depository Participants identificationnumber and beneficiary account number provided by them in the Application Form, the Registrar to theIssue will obtain from the applicant’s DP account, the applicant’s bank account details. The investors areadvised to ensure that bank account details are updated in their respective DP Accounts as these bankaccount details would be used for making payment of Interest on Application Money, Interest on Refund,interest on NCDs at the respective Coupon Rates, principal amount on redemption and shall also beprinted on the refund order(s), if any. Please note that failure to do so could result in delays in credit ofrefunds interest or principal to applicants at the applicant’s sole risk and neither the Lead Managers, ourCompany, the Refund Banker, nor the Registrar to the Issue shall have any responsibility and undertakeany liability for the same. E. Applications under Power of Attorney by limited companies, corporate bodies,registered societies etc. : In case of Applications made pursuant to a power of attorney by limited companies,corporate bodies, registered societies etc, a certified copy of the power of attorney or the relevant resolutionor authority, as the case may be, along with a certified copy of the Memorandum of Association and Articlesof Association and/or bye laws must be lodged along with the Application Form, failing this, our Companyreserves the right to accept or reject any Application in whole or in part, in either case, without assigningany reason therefor. F. Permanent Account Number : The applicant or in the case of applications made injoint names, each of the applicant, should mention his or her Permanent Account Number (PAN) allottedunder the IT Act. In accordance with Circular No. MRD/DOP/Cir-05/2007 dated April 27, 2007 issued bySEBI, the PAN would be the sole identification number for the participants transacting in the securitiesmarket, irrespective of the amount of transaction. Any Application Form, without the PAN is liable to berejected, irrespective of the amount of transaction. It is to be specifically noted that the applicants shouldnot submit the GIR number instead of the PAN as the Application is liable to be rejected on this ground.G. Terms of Payment : The entire issue price for the NCDs is payable on application only. In case ofallotment of lesser number of NCDs than the number applied, our Company shall refund the excessamount paid on application to the applicant. H. Payment Instructions for Applicants : • In pursuance of DebtRegulations, we shall open Escrow Account and Special Account with the Escrow Collection Banks(s) forthe collection of the application money payable upon submission of the Application Form. • Payment maybe made by way of cheque/bank draft drawn on any bank, including a co-operative bank which is situatedat and is member or sub-member of the Bankers’ clearing-house located at the place where the ApplicationForm is submitted, i.e. at designated collection centres. Outstation cheques /bank drafts drawn on banksnot participating in the clearing process will not be accepted and applications accompanied by suchcheques or bank drafts are liable to be rejected. Payment though stock invest would also not be allowedas the same has been discontinued by the RBI vide notification No. DBOD.NO.FSC.BC. 42/24.47.001/2003-04 dated November 5, 2003. Cash/Stock invest/Money Orders/Postal Orders will not be accepted.In case payment is effected in contravention of conditions mentioned herein, the application is liable tobe rejected and application money will be refunded and no interest will be paid thereon. A separatecheque / bank draft must accompany each Application Form. • All Application Forms received with outstationcheques, post dated cheques, cheques / bank drafts drawn on banks not participating in the clearingprocess, Money orders/postal orders, cash, stock invest shall be rejected and the collecting bank shall notbe responsible for such rejections. • All cheques / bank drafts accompanying the application should becrossed “A/c Payee only” and (a) all cheques / bank drafts accompanying the applications made by eligibleapplicants must be made payable to “Escrow Account Muthoot Finance NCD Public Issue” for applicantswho are not NRIs and to “Special Account Muthoot Finance NCD Public Issue” for NRI applicants. • TheEscrow Collection Bank(s) shall transfer the funds from the Escrow Account, as per the terms of the EscrowAgreement, into a public issue account after the creation of security as disclosed in the Prospectus.44. Submission of Completed Application Forms : • All applications duly completed and accompanied byaccount payee cheques / drafts shall be submitted at the branches of the Bankers to the Issue (listed inthe Application Form) or our Collection Centre(s)/ agent(s) as may be specified by us before the closureof the Issue. The Application Form– NRI, duly completed, may also be scanned and emailed to theRegistrar or the Bankers to the Issue at the email addresses indicated in the Application Form – NRI. Ourcollection centre/ agent however, will not accept payments made in cash. However, Application Formsduly completed together with cheque/bank draft drawn on/payable at a local bank in Mumbai for theamount payable on application may also be sent by Registered Post to the Registrar to the Issue, so asto reach the Registrar prior to closure of the Issue. Applicants at centres not covered by the branches ofcollecting banks can send their Application Forms together with cheque / draft drawn on / payable at a localbank in Mumbai to the Registrar to the Issue by registered post. For the purposes of the basis of allotment,the date on which the cheque is received by the Registrar or the Bankers to the Issue pursuant to anApplication, shall be deemed to be the date on which the Application was made. In the case of NRIs, thedate of receipt of application by the Registrar or the Bankers to the Issue through e-mail or physical copy,whichever is earlier, shall be deemed to be the date on which the Application was made. All completedApplication Forms must reach any of the Bankers to the Issue or the Registrar, as the case may be, at theearlier of (a) the date on which the Issue is oversubscribed, and (b) the Issue Closing Date, to be consideredfor allocation. • No separate receipts shall be issued for the application money. However, Bankers to theIssue at their designated branches/our Collection Centre(s)/ agent(s) receiving the duly completedApplication Forms will acknowledge the receipt of the applications by stamping and returning theacknowledgment slip to the applicant. • Applications shall be deemed to have been received by us onlywhen submitted to Bankers to the Issue at their designated branches or at our Collection Centre/ agentor on receipt by the Registrar as detailed above and not otherwise. • All applications by persons or entitiesbelonging to Category I shall be received only by the Lead Managers and their respective affiliates. • OnlyCategory I applicants and Category IV applicants shall have an option to make payments on applicationsthrough electronic mode.45. On-line Applications : We may decide to offer online application facility for NCDs, as and when it ispermitted by law subject to terms and conditions as may be prescribed.46. Other Instructions : A. Joint Applications : Applications may be made in single or joint names (notexceeding three). In the case of joint applications, all payments will be made out in favour of the firstapplicant. All communications will be addressed to the first named applicant whose name appears in theApplication Form and at the address mentioned therein. B. Additional / Multiple Applications : An applicantis allowed to make one or more applications for the NCDs for the same or other series of NCDs, subjectto a minimum application size of ` 5,000 and in multiples of ` 1,000 thereafter, for each application. Anyapplication for an amount below the aforesaid minimum application size will be deemed as an invalidapplication and shall be rejected. However, multiple applications by the same applicant belonging toCategory III aggregating to a value exceeding ` 500,000 shall be grouped in Category II, for the purposeof determining the basis of allotment to such applicant. However, any application made by any person inhis individual capacity and an application made by such person in his capacity as a karta of a HinduUndivided family and/or as joint applicant (second or third applicant), shall not be deemed to be a multipleapplication. For the purposes of allotment of NCDs under the Issue, applications shall be grouped basedon the PAN, i.e. applications under the same PAN shall be grouped together and treated as one application.Two or more applications will be deemed to be multiple applications if the sole or first applicant is oneand the same. For the sake of clarity, two or more applications shall be deemed to be a multiple applicationfor the aforesaid purpose if the PAN number of the sole or the first applicant is one and the same. C.Depository Arrangements : As per the provisions of Section 68B of the Act, the allotment of NCDs of ourCompany can be made in a dematerialised form, (i.e. not in the form of physical certificates but be fungibleand be represented by the Statement issued through electronic mode). We have made depositoryarrangements with NSDL and CDSL for issue and holding of the NCDs in dematerialised form. Pleasenote that tripartite agreements have been executed between our Company, the Registrar and both thedepositories. For further details please refer to the Prospectus. D. Communications : • All futureCommunications in connection with Applications made in the Issue should be addressed to the Registrarto the Issue quoting all relevant details as regards the applicant and its application. • Applicants cancontact our Compliance Officer as well as the contact persons of our Company/Lead Managers or theRegistrar to the Issue in case of any Pre-Issue related problems. In case of Post-Issue related problemssuch 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/LeadManagers or Registrar to the Issue.47. Rejection of Application : 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 casewithout assigning any reason thereof. Application may be rejected on one or more technical grounds,including but not restricted to: • Applications not duly signed by the sole/joint applicants (in the samesequence as they appear in the records of the depository); • Amount paid doesn’t tally with the amountpayable for the NCDs applied for; • Age of First applicant not given; • Application by persons not competentto contract under the Indian Contract Act, 1872 including minors (without the name of guardian) andinsane persons; • PAN not mentioned in the Application Form; • GIR number furnished instead of PAN;• Applications for amounts greater than the maximum permissible amounts prescribed by applicableregulations; • Applications by persons/entities who have been debarred from accessing the capital marketsby SEBI; • Applications by any persons outside India (barring applications made by NRIs, on a nonrepatriablebasis); • Payment from NRO accounts by demand drafts or electronic transfer of funds notaccompanied by a bank certificate confirming that the draft has been issued / electronic transfer has beeneffected by debiting an NRO Account. • Bank certificate and bank statement for one year not providedalong with demand draft / cheque / electronic payment for NRI Applicants making payment using fundsfrom a Non-resident External (NRE) account; • Certificate confirming source of funds not provided and adeclaration from the applicant that extant FEMA regulations have been complied with, not provided byNRI Applicants making payment by inward remittance of freely convertible foreign exchange into theSpecial Account; • Any application for an amount below the minimum application size; • Application forISSUE MANAGEMENT TEAMICICI SECURITIES LIMITEDH.T. Parekh Marg, ChurchgateMumbai 400 020, IndiaTel: (91 22) 2288 2460Fax: (91 22) 2282 6580Email: muthootfin.bonds@icicisecurities.comInvestor Grievance Email: customercare@icicisecurities.comWebsite: www.icicisecurities.comContact Person: Manvendra Tiwari/Aashima MutnejaSEBI Registration No.: INM000011179LEAD MANAGERSLEAD MANAGERSKARVY INVESTOR SERVICES LIMITEDHallmark Plaza, 7th Floor,Sant Dyaneshwar MargBandra (E), Mumbai 400 051, IndiaTel : (91 22) 6149 1500Fax: (91 22) 6149 1515Email: muthootncdissue2011@karvy.comInvestor Grievance Email: cmg@karvy.comWebsite: www.karvy.comContact Person : Swapnil Mahajan/Sumit SinghSEBI Registration No.: INM000008365RR INVESTORS CAPITAL SERVICES (P) LIMITED133A, Mittal Tower, A- WingNariman Point, Mumbai 400 021, IndiaTel : (91 22) 2288 6627/28Fax: (91 22) 2285 1925Email: muthootncd@rrfcl.comInvestor Grievance Email: investors@rrfcl.comWebsite: www.rrfcl.comContact Person : Brahmdutta SinghSEBI Registration No.: INM000007508LINK INTIME INDIA PRIVATE LIMITEDC-13, Pannalal Silk Mills Compound,L.B.S. Marg, Bhandup (West), Mumbai 400 078, IndiaTel: (91 22) 2596 0320 • Fax: (91 22) 2596 0329Toll Free: 1-800-22-0320Email: mfl.ipo@linkintime.co.inInvestor Grievance Email: mfl.ipo@linkintime.co.inWebsite: www.linkintime.co.inContact Person: Sachin AcharSEBI Registration No.: INR000004058REGISTRAR TO THE ISSUEFOR FURTHER DETAILS, PLEASE REFER TO THE PROSPECTUSHDFC BANK LIMITEDInvestment Banking DivisionTrade World ‘A’ Wing, 1st Floor, Kamala MillsSenapati Bapat Marg, Lower ParelMumbai 400 013, IndiaTel: (91 22) 4080 4108 Fax: (91 22) 4080 4114Email: paresh.soni@hdfcbank.comInvestor Grievance Email: investor.redressal@hdfcbank.comWebsite: www.hdfcbank.comContact Person: Paresh SoniSEBI Registration No.: INM000011252JM FINANCIAL CONSULTANTS PRIVATE LIMITED141 Maker Chambers III, Nariman PointMumbai 400 021, IndiaTel : (91 22) 6630 3030Fax: (91 22) 2204 7185Email: muthootncdissue.2012@jmfinancial.inInvestor GrievanceEmail: grievance.ibd@jmfinancial.inWebsite: www.jmfinancial.inContact Person : Lakshmi LakshmananSEBI Registration No.: INM000010361YES BANK LIMITEDNehru Centre, 12th Floor, Discovery of IndiaDr. A B Road, Worli, Mumbai 400 018, IndiaTel : (91 22) 6669 9000Fax: (91 22) 2497 4158Email: dlmuthootfinncd@yesbank.inInvestor Grievance Email: merchantbanking@yesbank.inWebsite: www.yesbank.inContact Person : Sameer KakkarSEBI Registration No.: INM000010874