Muthoot Finance Limited SEPTEMBER 2012 Disclaimer :- Muthoot - - PowerPoint PPT Presentation

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Public issue of Secured Non Convertible Debentures (NCDs) by

Muthoot Finance Limited

SEPTEMBER 2012

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Disclaimer :-

Muthoot Finance Limited, is proposing, subject to market conditions and other considerations, to make a public issue of securities and has filed a Draft Prospectus with Securities and Exchange Board of India (“SEBI”), BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) and the Prospectus with the Registrar of Companies, Kerala and Lakshadweep. The Draft Prospectus and the Prospectus are available on the websites of SEBI [www.sebi.org.in], BSE Limited [www.bseindia.com], NSE [www.nseindia.com] the Company [www.muthootfinance.com] and the respective websites of the Lead Managers [www.icicisecurities.com www.akcapindia.com, www.edelweissfin.com, www.karvy.com, www.rrfcl.com, www.sbicaps.com] related to the Issue.” All investors proposing to participate in the Issue should invest only on the basis of the information contained in the Prospectus (including the risk factors therein) dated September 9, 2012, filed with the Registrar of Companies, Kerala and Lakshadweep (“ROC”).

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Flow of Presentation

Issue Summary Company Overview Company History Key Highlights Key Financial and Operating Ratios Issue Structure

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Issue Summary

Issuer Muthoot Finance Limited Issue Public Issue of Secured, Non Convertible Debentures (NCD’s) of upto ` 2,500 million with an

• ption to retain oversubscription upto ` 2,500 million for issuance of additional NCDs,

aggregating to a total of upto ` 5,000 million Rating



[ICRA] AA- / Stable



CRISIL AA- / Stable Issue Schedule



Issue Opening Date 17th September 2012



Issue Closing Date 5th October, 2012 Allocation



Category I - Institutional Portion

• upto 15 %



Category II - Non-Institutional Portion

• upto 35 %



Category III - Individual Category Portion

• upto 50 %

Lead Managers Listing

BSE Ltd is the Designated Stock Exchange.

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Company Overview



Muthoot Finance Ltd. is the largest gold financing company in India in terms of loan portfolio1 and is the flagship company of the Muthoot Group

 Gold Loan business was started in 1939  Group started its retail loan business under the name ‘Muthoot Bankers’, a partnership firm  Group incorporated ‘Muthoot Finance Ltd’ in 1997 and commenced business as NBFC in 2001 

Company is a public limited company classified as a Systemically Important – Non Deposit taking NBFC



As of June 30, 2012 Company has 3,780 branches spread across 20 states/national capital territory of Delhi / 4 Union Territories and has employed 25,103 employees in its operations

Key Financials of the Company (` Million) FY09 FY10 FY11 FY12 Q1 FY13 Gross retail Loan AUM 33,690 74,382 158,685 246,736 233,359 Revenue from Operations 6,121 10,805 23,015 45,367 12,875 PAT 979 2,285 4,942 8,920 2,461 ROAE ( %) 33.0% 47.9% 51.5% 41.9% 32.3% CAR (%) 16.3% 14.8% 15.8% 18.3% 19.4% Bad Debts written off

• 6.18

18.29 69.23 16.00

1.

IMaCS Industry report , (2010 update)

2.

As of March 31, of respective financial year

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Company History

Note: Year refers to financial year ended March 2000-01

• Muthoot Finance

received RBI license to function as an NBFC

2004-05

• Retail loan and debenture

portfolio of our Company exceeds ` 5.0 billion.

• Merger of Muthoot

Enterprises Private Limited with our Company.

• F1 rating obtained from Fitch

Ratings affirmed with an enhanced short term debt of ` 400.0 million.

2006-07

• Retail loan portfolio

crosses `14 billion

• Net owned funds

crosses Rs.1 billion

• RBI accorded status of

SI-ND-NBFC

• Branch network crosses

500 branches

2010-11

• Retail loan and debenture portfolio crosses `

158.0 billion and ` 39.0 billion respectively.

• CRISIL assigns “AA-/Stable” rating for ` 4.0

billion non convertible debenture issue.

• CRISIL assigns “AA-/Stable” rating for ` 1.0

billion subordinated debts issue.

• ICRA assigns long term rating of “AA-/Stable”

for the `1 billion subordinated debt issue and for ` 2.0 billion Non-convertible Debenture issue respectively.

• Branch network crossed 2,700 branches.
• Overall credit limits from lending banks crosses `

60.0 billion.

• Net owned funds crossed `13.0 billion.
• Gross annual income crossed ` 23.0 billion.
• Private equity investment of ` 2,556.9 million

from Matrix Partners India Investments, LLC, The Wellcome Trust, Kotak PE, Kotak Investments and Baring India PE

2011-12

 Successful IPO of ` 9,012.5 million in April 2011.  Listing of Equity Shares in BSE and NSE.  Retail loan portfolio crosses ` 246.0 billion.  Retail debenture portfolio crosses ` 66 billion.  ICRA assigns long term rating of AA- Stable and

short term rating of A1+ for the ` 93,530.0 million line of credit.

 Raised ` 6.93 billion and ` 4.6 billion through public

issues of secured non-convertible debentures under Series I and Series II respectively.

 Received the Golden Peacock Award, 2012 for

corporate social responsibility.

 Net owned funds crossed ` 29.0 billion.  Gross annual income crossed ` 45.0 billion.  Bank credit limit crosses ` 92.0 billion.  Branch network crosses 3600 branches.

2007-08

• Retail loan and debenture

portfolio crosses ` 21.0 billion and ` 12.0 billion respectively.

• Net owned funds of our

Company crosses ` 2.0 billion.

• F1 rating obtained from Fitch

Ratings affirmed with an enhanced short term debt of ` 800.0 million.

• Overall credit limits from

lending banks crosses ` 5.0 billion.

2008-09

• Converted into a public limited

company.

• Fresh RBI license to function as

an NBFC without accepting public deposits, consequent to change in name

• Retail loan and debenture portfolio

crosses ` 33.0 billion and ` 19.0 billion respectively.

• Net owned funds of crosses ` 3.0

billion.

• Gross annual income crosses `

6.0 billion.

• Overall credit limits from lending

banks crosses ` 10.0 billion.

• Branch network of our Company

crosses 900 branches.

2003-04

• Obtained highest

rating of F1 from Fitch Ratings for short term debt

• f ` 200.0 million.

2005-06

• Retail loan and

debenture portfolio crosses ` 7.0 billion and ` 6.0 billion respectively.

• Overall credit limits from

banks crosses ` 1.0 billion.

2009-10

• Retail loan and debenture portfolio

crosses ` 74.0 billion and ` 27.0 billion respectively.

• Net owned funds crosses ` 5.0 billion.
• Overall credit limits from lending banks

crosses ` 17.0 billion.

• ICRA assigns ‘A1+’ rating for short term

debt of ` 2.0 billion.

• CRISIL assigns ‘P1+’ rating for short

term debt of ` 4.0 billion.

• Branch network crosses 1,600 branches.
• Demerger of the FM radio business into

Muthoot Broadcasting Private Limited.

• Gross annual income crossed ` 10.0

billion.

2012-13

• Raised

` 2.6 billion through a public issue of 2.6 million secured non- convertible debentures under Series III.

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Key Highlights

De-risked Industry with Untapped Opportunity and High Growth Potential Largest Non-Banking Finance Company in Gold Loan Business in India Pan-India Reach and Branch Network Strong Brand with an Unique Business Model Robust Operating System Sound Financial Standing Experienced and Respected Management Key Highlights #1 #2 #3 #4 #5 #6 #7

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De-risked Industry with Untapped Opportunity and High Growth Potential

India is one of the largest markets for gold – accounted for ~10% of total world gold stock as of FY2010 #1 Gold Demand Trends in India (Tonnes)

Source: IMacs Industry Report (2010 Update)

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De-risked Industry with Untapped Opportunity and High Growth Potential

Value of Gold Stock & Penetration of Gold Loans Size of Gold Loan Market in India

Source: IMacs Industry Report (2010 Update)

Southern India accounts for 85% to 90% of the Gold Loans market in India

25 120 250 375 50 100 150 200 250 300 350 400 FY02 FY07 FY09 FY10 (Rs bn)

CAGR: 37% CAGR: 44% CAGR: 50%

6,462 11,669 25,000 32,000 1.03% 0.38% 1.20% 0.97% 5,000 10,000 15,000 20,000 25,000 30,000 35,000 FY02 FY07 FY09 FY10 (Rs bn) 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 1.40% (%) Value of Gold Stock (LHS) % of Gold Loans (RHS)

#1

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 Historically market has been largely unorganised dominated by local jewellery shops, money lenders & co-operative societies.  Gold loans perceived as a convenient source of short term/bridge financing  Customer service, speed and convenience are key business drivers  Huge sentimental value attributed to personal jewellery/gold – ensures high recoverability  Ticket size of loans and effective maturity generally smaller considering target customer segment – mitigates risk of interest rate volatility  Interest rate sensitivity on a small ticket loan is relatively low

De-risked Industry with Untapped Opportunity and High Growth Potential – Key Industry Characteristics

#1

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Muthoot Finance - Growth Trajectory of Loan Book (in ` million)  Group has more than seven decades of business history – gives an edge in terms of expertise and capability to innovate  Standardized training modules, valuation processes and operating systems have been perfected over the period  Pan-India presence provides unique understanding of customer behavior in different geographies and conditions – helps planned growth in that region  Enables customized product offerings to suit varied customer needs  Have created Brand and built Trust amongst its customers and market community – an essential ingredient in this business #2 Largest NBFC in Gold Loan Business in India

*

22,263 33,690 74,382 1,58,685 2,46,736 2,33,359

• 50,000

1,00,000 1,50,000 2,00,000 2,50,000 3,00,000 FY 08 FY 09 FY 10 FY 11 FY 12 Q1 - FY 13 53% 51% 121% 113%

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Gold Loan Providers Gold Loan Market Share (%) FY07 FY09 FY10 Muthoot Finance 11.0% 13.4% 19.5% Indian Overseas Bank 13.1% 12.6% 13.9% Indian Bank 13.2% 13.2% 10.4% Manappuram (incl MAFIT) 3.7% 4.9% 6.8% South Indian Bank 4.7% 6.1% 6.3% Muthoot Fincorp 3.6% 4.8% 5.9% State Bank of Travancore 8.9% 6.4% 5.1% Andhra Bank 3.1% 3.6% 3.7% Federal Bank 4.7% 4.3% 2.3% Total Gold Loans (Rs. Bn) 120.00 250.00 375.00

#2 Largest NBFC in Gold Loan Business in India

Source: IMacs Industry Report (2010 Update)

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Gold Holdings – Muthoot Finance

#2 30.1 38.9 65.5 112.0 137.1 129.8

• 20.0

40.0 60.0 80.0 100.0 120.0 140.0 160.0 Mar - 08 Mar - 09 Mar - 10 Mar - 11 Mar - 12 Jun - 12 (In tonnes) Gold Jewellery kept as Security (tonnes)

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Human Resources

#2

3,999 5,979 9,745 16,688 25,351 25,103 3,000 8,000 13,000 18,000 23,000 28,000 Mar 08 Mar-09 Mar-10 Mar-11 Mar-12 Jun-12

No of Employees

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Geographical spread of Gold Loan Portfolio

#2

81.60% 80.00% 75.40% 73.70% 68.40% 67.40% 13.40% 13.60% 14.50% 14.70% 17.00% 17.50% 4.20% 5.00% 7.80% 8.50% 10.30% 10.50% 0.8% 1.4% 2.3% 3.1% 4.3% 4.6% 0.00% 10.00% 20.00% 30.00% 40.00% 50.00% 60.00% 70.00% 80.00% 90.00% 100.00% FY08 FY09 FY10 FY11 FY12 Q1 FY13 South North West East

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Average Gold loan Outstanding per branch

#2

30.8 33.5 45.7 57.5 66.4 61.1 15 25 35 45 55 65 75

(Rs. In Millions)

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 Presence of more than 3,780 branches covering 20 states/national capital territory of Delhi / 4 Union Territories as on June 30, 2012  Strong ability to assess potential markets by carefully analyzing demographic, competitive & regulatory aspects  Strong position in southern India /First organised Gold loan provider in Northen & Western region  Plans to enhance presence in other regions in India, particularly in North by leveraging expertise and strong presence in Southern India

Branch Presence across the Country #3 Pan-India Reach and Branch Network

796 1119 1814 2381 2435 266 488 645 657 166 324 473 500 54 107 179 188 500 1000 1500 2000 2500 3000 3500 4000 FY09 FY10 FY11 FY12 Q1 FY13 South North West East 80.8% 69.7% 66.4% 64.7% 64.4% 10.2% 16.6% 17.9% 17.5% 17.4% 7.2% 10.3% 11.9% 12.9% 13.2% 1.8% 3.4% 3.9% 4.9% 5.0% 0.0% 20.0% 40.0% 60.0% 80.0% 100.0% FY09 FY10 FY11 FY12 Q1 FY13 South North West East

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 Small ticket size loans lowers risk/impact of bad loans Small ticket size – an insurance against bad loans

#4 Strong Brand with an Unique Business Model

 Gold as collaterals with a LTV upto 60% gives robust security to amount lent  Sentimental value for personal jewellery ensures high recoverability  Targeting unbanked population, providing finance in need, providing liquidity to an illiquid asset, financing at rates much lower than the only other means of finance i.e. money lenders are some of the reasons for sustaining high yields Higher lending rates and margins yet fully secured  Company synonymous with Gold loan business with Group’s long and successful track record under Muthoot family name  Distinctive logo and branding initiatives have ensured a niche for Company and differentiation from competitors

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 Rigorous and regular employee training – on employment and thereafter  Ensures standard operating procedures being followed across branches  Strengthens gold assessment skills without spoiling/harming the asset Standardised Training Module  Speed of transactions, customer convenience and service have been strongly prescribed and diligently ensured – key strength lies in fast and efficient gold appraisal capability and loan disbursement at branch level  Entire process of sanction, documentation and disbursement takes only a few minutes  Quality of service is key determinant in attracting the retail borrowers Service oriented approach  Each branch services customers from local area  Ensures familiarity and provides personal service Local area concept  KYC norms are strictly followed as each customer is photographed and his details are captured  Each branch equipped with locker/storage system; gold is sealed with limited access on payback or

• n audit

 Strong internal audit team of more than 950 people who conducts regular and surprise checks - helps maintain discipline in operations Strong Risk Management Practice

#5 Robust Operating System

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Customer is explained the various schemes and selects one

1

Provides ID proof / branch web cam used for ID proof

2

Appraiser conducts specific weight and quality tests of the gold

3

Details entered into the computer and Pledge form is printed

4

Ornaments and Pledge form handed over to the manager

5

Manager does the verification and sanctions the loan at prescribed advance rate

6

Pledge form handed over to cashier for payment

7

Ornaments and Appraisal certificate placed in plastic cover

8

Manager affixes tamper proof sticker and

• rnaments put in strong

room

9

Customer repays the loan and discharges the Pledge form

10

Ornaments retrieved from strong room and handed over to the customer

11

Source: Company

Process is supplemented with strong controls – a 974 member strong internal Audit team conducts monthly, fortnightly or weekly audits of all branches to ensure strong control on systems and processes

Robust Operating System

Standardised Process Across Branches

#5

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Appraiser weighs the

• rnaments using

calibrated weighing machines Weighing Conducts prescribed primary tests for quality of gold Preliminary Tests Conducts additional tests for quality of gold Additional Tests Rate per gram fixed by the corporate office is used to decide loan amount Standard Valuation Classification Primary Tests Additional Tests  Solid Items (without stones)  Stone test  Acid test  Salt test  Sound test  Weight test  Pointed scratching test  Flexibility test  Color test  Smell test  Usability test  Magnifying glass test  Finishing test

Source: Company

Robust Operating System

Comprehensive and Standardised Valuation Process – Ensures Quality of Gold

#5

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 Multiple sources of funding ensures free flow of raw material and manage cost pressures  Business model always ensures a positive ALM  Loan maturity of less than a year  Borrowing tenure greater than a year Funding Sources – Outstanding as on June 30, 2012 #6 Sound Financial Standing

In ` Millions Total ` 214,965 mn

88,227.7 71,177.2 17,816.0 16,285.0 15,123.5 5,875.1 460.1

• 10,000.0

20,000.0 30,000.0 40,000.0 50,000.0 60,000.0 70,000.0 80,000.0 90,000.0 1,00,000.0 Bank Borrowings Secured Non- Convertible Debentures (Muthoot Gold Bonds) Sell down of receivables under Bilateral Assignment Subordinated Debt Secured Non- Convertible Debentures -Listed Commercial Paper Other Loans

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Brief Profile Board of Directors

 Graduate in engineering from Manipal University and businessman by profession.  National Executive Committee Member of FICCI and current chairman of FICCI-Kerala State Council  Conferred the Mahatma Gandhi National Award for social service for year 2001 by the Mahatma Gandhi National Foundation  Active member of various social organisations including Delhi Malayalee Association, Kerala Club, Rotary Club, National Sports Club – chosen for several awards by Rotary International and Y’s Mens International for community development and social service  Has been member of the Managing Committee of Malankara Orthodox Syrian Church for over 31 years  Was conferred the HH Baselios Mathew I Award by Catholicate of the Syrian Orthodox Church Mathews the First Foundation for the year 2008 for his services to the Church.  He is also the recipient of the ASIAN BUSINESS MAN OF THE YEAR 2011 from UK-KERALA BUSINESS FORUM  He was also conferred with Business leadership for the year 2012 at Golden peacock Awards, Bengaluru

• Mr. M.G. George Muthoot

(Chairman)

 Businessman by profession  Over 30 years of experience in managing businesses operating in financial services

• Mr. George Thomas

Muthoot (Director)

 Has a degree in civil engineering from Manipal University and businessman by profession  Member of the Trivandrum Management Association, the Confederation of Real Estate Developers Association of India (Trivandrum) and the Trivandrum Agenda Task Force  Member of the Rotary Club, Trivandrum (South), governing body member of the charitable and educational society of Trivandrum Orthodox Diocese, Uloor Trivandrum, Finance Committee member, Mar Diocese college of Pharmacy, Althara Trivandrum and Mar Gregorious Orthodox Christian Mercy Fellowship, Trivandrum.  He has over 30 years of experience in managing businesses operating in the field of financial services.

• Mr. George Jacob

Muthoot (Director)

 Chartered Accountant who qualified with first rank in Kerala and ranked 20th overall in India in 1978  Has a bachelor degree in Commerce from Kerala University where he was a rank holder and gold medallist  Awarded the Times of India group Business Excellence Award in customised Financial Services in Mar 2009  Served as Chairman of Kerala Non-banking Finance Companies Welfare Association from 2004 – 2007 and is currently its Vice Chairman  Founder member of the Indus Entrepreneurs International, Kochi Chapter and is now a member of the Core Committee of the Indus Entrepreneurs International Kochi Chapter

• Mr. George Alexander

Muthoot (Managing Director)

#7 Experienced Team and Respected Management

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#7 Experienced Team and Respected Management

Brief Profile Board of Directors

 Graduate in mechanical engineering from Kerala University and holds a masters degree in business administration from Cochin University of Science and Technology  Trustee of the IMA Blood Bank, Kochi and member of the governing council of DC School of Management and Technology  Served as the vice-president of Kerala Management Association in 2006 – 2007 and has been on the managing committee of the Indo American Chamber of Commerce for from 1992 – 1999  Member of the CII Kerala

• Mr. P. George Varghese

(Independent Director)

 Graduate in engineering from Regional Engineering College, Kozhikode and businessman by profession  Director of Popular Automobiles Limited, Popular Vehicles & Services Limited, the first Maruti dealer in Kerala and of Popular Mega Motors (India) Limited, dealer for TATA Commercial Vehicles  Trustee of the Kuttukaran Institute for HRD, a leading institution offering professional courses  President of Kerala Chamber of Commerce and Industry from 2005 – 06  President of Kerala Hockey Association from 2005 onwards and Ernakulam District Hockey Association from 2004 onwards

• Mr. John K Paul

(Independent Director)

 First rank holder commerce graduate from Kerala University  Certified associate of the Indian Institute of Banking and Finance  Former CMD of Syndicate Bank  Employed with Canara Bank for over 36 years prior to Syndicate Bank

• Mr. George Joseph

(Independent Director)

 Graduate in law from the Government Law College, Ernakulam and is a retired judge of the High Court of Kerala  Served as Chairman of the Cochin Stock Exchange; was a SEBI nominee director of Cochin Stock Exchange from 2002 – 2007  Is currently the President of the Peoples Council for Social Justice, Kerala

• Mr. K John Matthew

(Independent Director)

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Income Yield on Average Advances and NIM PAT and PAT Margin Gross NPA / Gross Retail AUM

Key Financials and Operating Ratios

19.5% 21.7% 19.9% 19.7% 22.3% 9.7% 10.6% 11.2% 10.8% 10.6% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% FY 08 FY 09 FY 10 FY 11 Dec - '11 Yield on Advances Net Interest Margin

FY08 FY09 FY10 FY11 FY12

0.42% 0.48% 0.46% 0.29% 0.56% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% FY 08 FY 09 FY 10 FY 11 Dec - '11

FY08 FY09 FY10 FY11 FY12

3,686.38 6,204.02 10,893.80 23,158.67 45,490.56 0.00 10,000.00 20,000.00 30,000.00 40,000.00 50,000.00 Jan-08 Jan-09 Jan-10 Jan-11 Jan-12 Operating Income Other Income

FY08 FY09 FY10 FY11 FY12

631 979 2285 4941 8920

17.1% 15.8% 20.9% 21.3% 19.6% 0.00% 5.00% 10.00% 15.00% 20.00% 25.00% 1500 3000 4500 6000 7500 9000 10500 FY08 FY09 FY10 FY11 FY12 PAT PAT Margin

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Networth (` Million) Return on Average Equity PAT to Average Retail Loans

Key Financials and Operating Ratios

33.0% 33.0% 47.9% 51.5% 41.9% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% FY 08 FY 09 FY 10 FY 11 Dec - '11

FY08 FY09 FY10 FY11 FY12

3.4% 3.5% 4.2% 4.2% 4.4% 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% FY 08 FY 09 FY 10 FY 11 Dec - '11

50 490 3,010 3,202 3,717 2,174 3,212 2,835 10,142 25,540 2,224 3,702 5,845 13,344 29,257

• 5,000

10,000 15,000 20,000 25,000 30,000 35,000 FY08 FY09 FY10 FY11 FY12 Share Capital Reserves Net Worth FY08 FY09 FY10 FY11 FY12

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Issue Structure: Specific Terms of NCDs

Options I II III IV V Frequency of Interest Payment Annual Annual Monthly Annual On Maturity Minimum Application ` 10,000. (10 NCDs) (for all options of NCDs, namely Options I, Option II, Option III, Option IV and Option V either taken individually or collectively) In Multiples of ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000 Face Value of NCDs (Rs. / NCD) ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000 Issue Price (Rs. / NCD) ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000 Mode of Interest Payment Through various

• ptions available

Through various

• ptions available

Through various

• ptions available

Through various

• ptions available

Through various

• ptions available

Coupon Rate (%) for NCD Holders across Categories 11.50% 11.75% 11.75% 12.00% NA Effective Yield (per annum) for NCD Holders in Category I, Category II and Category III 11.50% 11.75% 12.40% 12.00% 12.25%

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Issue Structure: Specific Terms of NCDs

Options I II III IV V Tenor 24 months from the Deemed date of allotment 36 months from the Deemed date of allotment 60 months from the Deemed date

• f

allotment 60 months from the Deemed date

• f

allotment 72 months from the Deemed date

• f

allotment Put Option Not Available Call Option Not Available Redemption date 24 months from the Deemed date of allotment 36 months from the Deemed date of allotment 60 months from the Deemed date

• f

allotment 60 months from the Deemed date

• f

allotment 72 months from the Deemed date

• f

allotment Redemption amount (per NCD) Repayment of the face value plus any interest that may have accrued at the redemption date. Repayment of the face value plus any interest that may have accrued at the redemption date. Repayment of the face value plus any interest that may have accrued at the redemption date. Repayment of the face value plus any interest that may have accrued at the redemption date. ` 2,000 Nature of Indebtedness Pari-passu with other secured creditors and priority over unsecured creditors Credit Rating [ICRA] AA-/ Stable by ICRA and CRISIL AA-/Stable by CRISIL The rating of the NCDs by CRISIL and ICRA indicate a high degree of safety with regard to timely servicing of financial

• bligations on the NCDs and such instruments carry a very low credit risk.

Deemed Date of Allotment The Deemed Date of Allotment shall be the date as decided by the Board or the NCD Public Issue Committee, and as mentioned on the Allotment Advice Security First pari-passu charge on the identified immovable property and a first pari-passu charge on current assets, book debts, loans and advances, and receivables including gold loan receivables, both present and future of the Company

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Issue Structure – Common Terms of NCDs

Exchanges proposed for listing of the NCDs  BSE Ltd & National Stock Exchange of India Ltd  BSE Ltd is the Designated Stock Exchange Issuance, Trading & TDS  Issuance of NCDs under Option V will be compulsorily in dematerialized form,  No Tax will be deducted at source from the interest on listed NCD’s in the dematerialized form.  For other Options, the investor has the option to apply for NCDs in physical form also, in which case TDS at applicable rates will be deducted if interest amount exceeds ` 5,000 Trading Lot  1 (one) NCD Depositories  NSDL and CDSL Issue Schedule  The Issue shall be open from September 17, 2012 to October 5, 2012 with an option to close earlier and/or extend upto a period as may be determined by the NCD Public Issue Committee, subject to necessary approvals. Pay-in date  3 (Three) days from the date of upload of the Application on the electronic platform of the Stock Exchanges or the date of realisation of the cheques/demand drafts, whichever is later Basis of Allotment  Allotment shall be on first come first serve basis Day count basis  Actual/Actual

Interest on Application Money & Refund

 Interest on Application Money– 11.50%  Interest on Refund 6%

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