Muthoot Finance Limited

Muthoot Finance Limited Our Company was originally incorporated as a private limited company on March 14,1997 under the provisions of the Companies Act, 1956, with the name "The Muthoot Finance Private Limited". Subsequently, by a fresh certificate of incorporation dated May 16,2007, our name was changed to "Muthoot Finance Private Limited". Our Company was converted into a public limited company on November 18,2008 with the name "Muthoot Finance Limited" and received a fresh certificate of incorporation consequent to change in status on December 02,2008 from the Registrar of Companies, Kerala and Lakshadweep. For further details regarding changes to the name and registered office of our Company, see section titled "History and Certain Corporate Matters" on page 124 of the Prospectus. Registered and Corporate Office: Muthoot Chambers, Opposite Saritha Theatre Complex, 2nd Floor, Banerji Road, Kochi 682 018, India. Tel: (91 484) 239 4712; Fax: (91 484) 239 6506; Website: www.muthootfinance.com; Email: investors@muthootfinance.com. Company Secretary and Compliance Officer: Rajesh A.; Tel: (91484) 353 5533; Fax: (91 484) 239 6506; E-mail: cs@muthootfinance.com PROMOTERS: M.G. GEORGE MUTHOOT, GEORGE THOMAS MUTHOOT, GEORGE JACOB MUTHOOT AND GEORGE ALEXANDER MUTHOOT BASIS OF ALLOTMENT PUBLIC ISSUE OF 51,500,000 EQUITY SHARES OF FACE VALUE RS. 10 EACH (THE "EQUITY SHARE") FOR CASH AT A PRICE OF RS. 175 PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF RS. 165 PER EQUITY SHARE, AGGREGATING UP TO RS. 9,012.50 MILLION (THE "ISSUE") BY MUTHOOT FINANCE LIMITED (THE "COMPANY OR THE "ISSUER"). THE ISSUE WILL CONSTITUTE 13.85% OF THE FULLY DILUTED POST ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE ISSUE PRICE IS 17.5 TIMES THE FACE VALUE OF THE EQUITY SHARES. The Company, in consultation with the BRLMs and CBRLM, has decided not to offer any discount on the Issue Price to Retail Individual Bidders. The of the Company are proposed to be listed on the Bombay Stock Exchange Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") and the trading will commence on May 06, 2011. This Issue has been made for less than 25% of the post-issue share capital pursuant to Rule 19(2)(b)(ii) of the Securities Contracts (Regulation) Rules, 1957, as amended, read with Regulations 26(1) and 41 (1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended ("SEBIICDR Regulations"). Further, this Issue has been made through the Book Building Process wherein not more than 50% of the Issue was available for allocation to Qualified Institutional Buyers ("QIBs") on a proportionate basis out of which 5% of the QIB Portion (excluding the Anchor Investor Portion) was available

for allocation on a proportionate basis to Mutual Funds only, and the remainder was available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 15% of the Issue was available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Issue was available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Our Company has 30% of the QIB Portion to the Anchor Investors on a discretionary basis. One third of the Anchor Investor Portion was reserved for allocation to domestic Mutual Funds, subject to valid bids being received from domestic Mutual Funds at or above the Anchor Investor Issue Price. Bidders (except Anchor Investors) were allowed to participate in this Issue through the ASBA process by providing the details of the bank accounts in which the corresponding Bid Amounts had to be blocked by the SCSBs. For further details, see section titled "Issue Procedure" on page 336 of the Prospectus. The Board of Directors of the Company wishes to thank all the investors for their response to the Issue, which opened for subscription on Monday, April 18,2011 and closed on Thursday, April 21,2011. The Anchor Investors Bidding date was April 15,2011. The Issue received 265,018 applications for 1,078,895,200 equity shares resulting in 20.9494 times subscription. The details of the applications received in the Issue from Qualified Institutional Buyers, Non-Institutional, Retail Individual Investor and Anchor Investors are as under: (Before technical rejections) Category No.of Applications No.of Shares No.of Times subscription A Retail Individual Bidders 264269 151821320 8.4228 B Non Institutional Bidders 597 469072840 60.7214 C Qualified Institutional Bidders 137 449100480 24.9154 D Anchor Investors 15 8900560 1.1522 Total 265018 1078895200 20.9494 Final Demand The final demand at different bid prices is as under: Bid Price No.of equity Shares Total Cumulative Total Cumulative 160 19,508,720 1.741 19,508,720 1.741 161 13,000 0.001 19,521,720 1.743 162 11,240 0.001 19,532,960 1.744 163 21,800 0.002 19,554,760 1.745 164 2,920 0.000 19,557,680 1.746 165 3,291,320 0.294 22,849,000 2.040 166 62,000 0.006 22,911,000 2.045 167 15,280 0.001 22,926,280 2.046 168 17,900,480 1.598 40,826,760 3.644 169 7,080 0.001 40,833,840 3.645

170 7,289,000 0.651 48,122,840 4.295 171 24,320 0.002 48,147,160 4.298 172 83,880 0.007 48,231,040 4.305 173 685,760 0.061 48,916,800 4.366 174 46.200 0.004 48,963,000 4.370 175 941,031,400 83.997 989,994,400 88.367 CUTOFF 130,323,800 11.633 1,120,318,200 100.000 TOTAL 1,120,318,200 100.000 The Basis of Allocation was finalized on May 02, 2011 in consultation with the Bombay Stock Exchange Limited ("BSE"), the Designated Stock Exchange for the issue. A. Allocation to Retail Individual Investors (After Technical Rejections) The Basis of Allocation to the Retail Individual Investors, who have bid at cut-off Price or at the Issue Price of Rs. 175 per Equity Share, was finalized in consultation with BSE. This category has been over subscribed to the extent of 8.3534 times. The number of shares allotted in Retail Individual Investor category is 18,025,000 to 196,573 successful applicants.the category-wise details of the Basis of Allotment are (sample) as under: Category Applns. Total applied Equity Shares Ratio Total 40 29,286 11.27 1,171,440 0.78 40 11:94 137,080 80 20,916 8.05 1,673,280 1.11 40 17:71 200,320 120 15,596 6 1,871,520 1.24 40 32:89 224,320 160 7,681 2.96 1,228,960 0.82 40 23:48 147,200 200 11,256 4.33 2,251,200 1.5 40 58:97 269,200 240 4,139 1.59 993,360 0.66 40 23:32 119,000 280 9,948 3.83 2,785,440 1.85 40 31:37 333,400 320 3,584 1.38 1,146,880 0.76 40 23:24 137,400 360 1,682 0.65 605,520 0.4 43 1:1 72,326 400 6,080 2.34 2,432,000 1.62 48 1:1 291,840 440 1,353 0.52 595,320 0.4 53 1:1 71,709 680 707 0.27 480,760 0.32 81 1:1 57,267 720 860 0.33 619,200 0.41 86 1:1 73,960 760 380 0.15 288,800 0.19 91 1:1 34,580 800 1,614 0.62 1,291,200 0.86 96 1:1 154,944 920 356 0.14 327,520 0.22 110 1:1 39,160 960 379 0.15 363,840 0.24 115 1:1 43,585

1000 1,568 0.6 1,568,000 1.04 120 1:1 188,160 1120 85,954 33.09 96,268,480 63.94 134 1:1 11,517,836 1120 1 9:79 9,786 B. Allocation to Non Institutional Investors (After Technical Rejections) The Basis of Allocation to the Non-Institutional Investors, who have bid at the Issue Price of Rs. 175 per Equity Share, was finalized in consultation with BSE. This category has been over subscribed to the extent of 60.6026 times. The number of equity shares allotted in this category is 7,725,000 equity shares to 551 successful applicants. The category-wise details of the Basis of Allotment are (Sample) under Category Applns. Total no. of applied Equity Shares Ratio Total 1160 19 3.24 22,040 0 40 8:19 320 1200 30 5.11 36,000 0.01 40 1:2 600 1240 1 0.17 1,240 0 40 1:1 40 1400 5 0.85 7,000 0 40 2:5 80 1520 1 0.17 1,520 0 40 1:1 40 1640 2 0.34 3,280 0 40 1:2 40 1680 3 0.51 5,040 0 40 2:3 80 1720 1 0.17 1,720 0 40 1:1 40 1800 3 0.51 5,400 0 40 2:3 80 1960 1 0.17 1,960 0 40 1:1 40 2000 12 2.04 24,000 0.01 40 2:3 320 2040 1 0.17 2,040 0 40 1:1 40 380000 1 0.17 380,000 0.08 6,270 1:1 6,270 628600 1 0.17 628,600 0.13 10,372 1:1 10,372 858000 1 0.17 858,000 0.18 14,158 1:1 14,158 860000 3 0.51 2,580,000 0.55 14,191 1:1 42,573 7142000 1 0.17 7,142,000 1.53 117,850 1:1 117,850 8900000 1 0.17 8,900,000 1.9 146,858 1:1 146,858 13171400 1 0.17 13,171,400 2.81 217,340 1:1 217,340 17142840 1 0.17 17,142,840 3.66 282,873 1:1 282,873 C. Allocation to QIBs Allocation to QIBs has been done on a proportionate basis in consultation with BSE. As per the SEBI regulations, Mutual Funds were initially 5% of the quantum of shares available (901,250 ) and other QIBs were the remaining available shares (17,123,750 ) on proportionate basis.

Category Fls/Banks Flls MFs ICs Total Shares 2842361 11151845 3041566 989228 18025000 D. Allocation to Anchor Investors Allocation to Anchor Investors has been done on a discretionary basis in consultation with BRLMs and CBRLM. As per the SEBI regulations, 30% of QIB Reservation (7,725,000 ) was to Anchor investors. Category Flls MFs Total Shares 6855160 869840 7725000 The Board of Directors of the Company at it's Meeting held on May 03,2011, after taking on record the basis of allocation of shares approved by the Designated Stock Exchange viz., Bombay Stock Exchange Limited ("BSE"), Mumbai, of the Issue, has approved the allotment of equity shares and has authorized the Corporate Action for the credit of the shares to various successful applicants. The CAN-cum-Refund Orders and allotment advice and/ or notices have been dispatched to the address of the investors as registered with the depositories. In case the same is not received within ten days, investors may contact at the address given below. The Refund Orders have been over-printed with the Bank Account details as registered, if any, with the depositories. The shares allotted to successful applicants are being credited to their beneficiary accounts subject to validation of the account details with the depositories concerned. The Company filed the listing applications for with BSE and NSE on May 04,2011 and received the listing approvals from BSE and NSE on May 04,2011. The dispatch of refund orders, as applicable, has been completed on May 04,2011, the dispatch of allotment advice to the allottees will be completed on May 06,2011, and the refund instructions to the Clearing system / instruction to Self Certified Syndicate Banks were given on May 03,2011. The credit instructions to the Central Depository Services (India) Limited and the National Securities Depository Limited in respect of allotment of Equity Shares in dematerialized form was completed on May 04,2011. The Company received the trading approvals from BSE and NSE on May 04,2011 for dealing in the with effect from May 06,2011. INVESTORS PLEASE NOTE These details of the allocation made would be hosted on the website of Registrar to the Issue, Link Intime India Private Limited at their Website: www.linkintime.co.in All future correspondence in this regard may kindly be addressed to the Registrar to the Issue quoting full name of the First/ Sole applicant, Serial number of the bid-cumapplication form, number of shares bid for, name of the Member of the Syndicate and place where the bid was submitted and payment details at the address given below: Link Intime India Private Limited

C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai 400 078 Tel.: +91 22 2596 0320, Fax: +91 22 2596 0329, Email ID: mfl.ipo@linkintime.co.in Place: Kochi Date : May 5,2011 For Muthoot Finance Limited Sd/- Mr. Rajesh A Company Secretary and Compliance Officer THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARE ON LISTING OR THE BUSINESS PROSPECTS OF MUTHOOT FINANCE LIMITED. Note: All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Prospectus MUTHOOT FINANCE LIMITED has filed a Prospectus with Registrar of Companies, Kerala and Lakshadweep. The Prospectus is available on SEBI website at www.sebi.gov.in as well as on the websites of Book Running Lead Managers at www.idcisecurities.com and www.kmcc.co.in and the Co-Book Running Lead Manager at www.hdfcbank.com. Investors should note that investment in equity shares involves a high degree of risk and for details relating to the same, see section titled "Risk Factors" of the Prospectus. This material is not an offer or sale of securities. The Shares of the Company are not being registered under the US Securities Act of 1933 and may not be offered or sold in the U.S. unless registered under the Securities Act of 1933 or pursuant to an exemption from registration. There will be no public share offering in the U.S.