Serial No. ____________ Addressed to: _________

Information Memorandum Manappuram Finance Limited

Incorporated as a public limited company under the Companies Act, 1956 Date of Incorporation: July 15, 1992 Registered Office: “Manappuram House”, Valapad, Thrissur, Kerala 680 567 Telephone No.: (0487) 3050 000, 3050 108, 3050 122 Fax: (0487) 2399 298 Website: http://www.manappuram.com Contact Person: Mr. C. Radhakrishnan, Company Secretary Email: cosecretary@manappuram.com

IInnffoorrmmaattiioonn MMeemmoorraanndduumm ffoorr iissssuuee ooff DDeebbeennttuurreess oonn aa PPrriivvaattee PPllaacceemmeenntt BBaassiiss DDaatteedd [[1144 JJuullyy 22001111]]

Background

This Information Memorandum is related to the Debentures to be issued by Manappuram Finance Limited (the “Issuer” or “Company”) on a private placement basis and contains relevant information and disclosures required for the purpose of listing of the Debentures. The issue of the Debentures comprised in the Issue and described under this Information Memorandum has been authorised by the Issuer through a resolution passed by Financial Resources and Management Committee on July 2, 2011 and in accordance with the provisions of the Companies Act.

General Risks As the Issue is being made on a private placement basis, this Information Memorandum has not been submitted to or cleared by the Securities and Exchange Board of India (“SEBI”). The Issue of Debentures has not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. Investors are advised to take an informed decision before investing in this offering. For taking an investment decision, investors must rely on their examination of the offer including the risks involved in it.

Credit Rating The Debentures proposed to be issued by our Company have been rated by Credit Analysis and Research Limited (“CARE”). CARE has vide its letter dateed July 11, 2011 reaffirmed a rating of “CARE AA-“ in respect of the Debentures. Instruments with this rating are considered to offer high safety for timely servicing of debt obligations. Such instruments carry very low credit risk. The above ratings are not a recommendation to buy, sell or hold securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the rating agency and should be evaluated independently of any other ratings. Please refer to Annexure 2 of this Information Memorandum for the letter dated July 11, 2011 from CARE reaffirming the credit rating abovementioned and the letter dated April 25, 2011 issued by CARE disclosing the rating rationale adopted for the aforesaid rating.

Issue Schedule Issue Opens on: 15 July, 2011

Issue Closing on: 27 July, 2011 The Issuer reserves the right to change the Issue Schedule including the Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue shall be open for subscription during the banking hours on each day during the period covered by the Issue Schedule. The Issue shall be subject to the terms and conditions of this Information Memorandum filed with the Stock Exchange and other documents in relation to the Issue

Listing The Debentures are proposed to be listed on the wholesale debt market segment of the BSE .

Sole Arranger

Morgan Stanley India Capital Private Limited 18F/19F,Tower 2 One Indiabulls Centre, 841,Senapati Bapat Marg, Mumbai 400 013

Registrar & Transfer Agent

SKDC Consultants Limited No.7, S.N. Layout Street No 1, West Powerhouse Road, Tatabad (West), Coimbatore - 641 012 Tel : (0422) 6549995,2499803-4 Fax : (0422) 2499574 Email : info@skdc-consultants.com

Issue of Rated, Listed, Secured, Zero Coupon, Redeemable Non-Convertible Debentures of face value Rs. 10,00,000/- each aggregating up to Rs. 500,000,000/- (Rupees Five Hundred Millon) on a private placement basis (the “Issue”)

Debenture Trustee

IL&FS Trust Company Ltd The IL& FS Financial Centre, Plot C-22,G –block, Bandra Kurla Complex, Bandra East, Mumbai 400 051 Tel: +91 22 26593097, Fax: +91 22 26533297 Website: www.itclindia.com

Table of Contents

Authorisation Letter 13

Risk Factors 14 A. Financial Highlights 17

B. Offering Information – Regulatory Disclosures 20

Other Information and Issue Procedure 53

Annexure 1: Termsheet 67 Annexure 2: Credit Rating Letter(s) from CARE 72

Annexure 3: Consent Letter from IL&FS Trust Company Ltd 81

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Contact Details: Manappuram Finance Limited Name: Mr. C. Radhakrishnan, Company Secretary Tel: (0487) 3050 000, 3050 108, 3050 122 Fax: (0487) 2399 298 Email: cosecretary@manappuram.com

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Definitions and Abbreviations Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Information Memorandum. ALCO Asset Liability Management Committee Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of the

Debentures pursuant to this Issue Amounts Due All the amounts due under the Debentures from time to time Application Form The form used by an Investor to apply for subscription to the

Debentures offered through this Issue Arranger / Sole Arranger Morgan Stanley India Capital Private Limited or any other affiliate

of Morgan Stanley India Capital Private Limited Board/Board of Directors The Board of Directors of Manappuram Finance Ltd. Book Closure/Record Date The date of closure of register of Debentures for repayment of

principal and yield on redemption BSE Bombay Stock Exchange Ltd. Business Day Business Day shall mean a day (other than a holiday or a Sunday) on

which banks are normally open for business in Mumbai CAGR Compounded Annual Growth Rate Calculation Date Every Trading Day subsequent to the Issue Date and each such

Trading Day until the Final Settlement Date CAR Capital Adequacy Ratio CEO Chief Executive Officer CDSL Central Depository Services (India) Limited CRAR Capital to Risk Asset Ratio Debentures 500 (Five Hundred) Rated Listed Secured Zero Coupon Redeemable

Non Convertible Debentures bearing a face value of Rs. 1,000,000/- (Rupees One Million Only) each aggregating to Rs. 500,000,000/- (Rupees Five Hundred Million Only) issued at a discount of Rs. 118,300/- each

Debenture Holders / Investors The holders of the Debentures issued by the Company vide this present Issue and shall include the registered transferees of the Debentures from time to time

DCA Department of Company Affairs, Government of India Debt Securities Non-Convertible debt securities which create or acknowledge

indebtedness and include Bonds, Debentures and such other securities of the Issuer, whether constituting a charge on the assets of the Issuer or not, but excludes security receipts and securitized debt instruments.

Deemed Date of Allotment 29 July, 2011 Debenture Trustee IL&FS Trust Company Ltd Debenture Trustee Agreement Agreement to be executed by and between Debenture Trustee and

the Company for the purposes of appointment of the Debenture Trustee to act as debenture trustee in connection with the issuance of the Debentures and to record the terms and conditions of the Debentures

Depositories Act The Depositories Act, 1996, as amended from time to time Depository A Depository registered with SEBI under the SEBI (Depositories

and Participant) Regulations, 1996, as amended from time to time Depository Participant National Securities Depository Limited (NSDL) Director(s) Director(s) of Manappuram Finance Limited unless otherwise

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mentioned Disclosure Document / Information Memorandum

The Draft Disclosure Document through which the Debentures are being offered for Private Placement.

DP Depository Participant EFT Electronic Fund Transfer EL/HP Equipment Leasing/Hire Purchase EMI Equal Monthly Instalment EPS Earning Per Share ESOS Employee Stock Option Scheme ESPS Employee Stock Purchase Scheme FCDs Fully Convertible Debentures FCNR(B) Foreign Currency Non-Resident FDI Foreign Direct Investment FIIs Foreign Institutional Investors Financial Year/ FY Twelve months period ending March 31, of that particular year FIs Financial Institutions HUF Hindu Undivided Family I.T. Act The Income Tax Act, 1961, as amended from time to time ICRA ICRA Limited IRR Internal Rate of Return Issue Opening Date 15 July, 2011 Issue Closing Date 27 July, 2011 Issuer/ Company Manappuram Finance Limited LOA Letter of Allotment M&A Merger & Acquisition MFL Manappuram Finance Limited Majority Debenture Holders Debenture Holders whose participations or share in the principal

amount(s) outstanding with respect to the Debentures aggregate to more than 75% of the value of the nominal amount of the Debentures for the time being outstanding

N.A Not Applicable NAV Net Asset Value NBFCs Non-Banking Finance Companies NBFCs-ND-SI Systemically Important Non-Deposit taking Non-Banking Financial

Companies NCDs Non-Convertible Debentures NCD Maturity Date / Final Maturity Date

8 August, 2012

NCPS Non Convertible Preference Shares NPAs Non Performing Assets NRIs Non Resident Indians NSDL National Securities Depository Ltd. OCBs Overseas Corporate Bodies OCPS Optionally Convertible Preference Shares Pay in Date Any date between and including issue opening date and issue

closing date PAN Permanent Account Number Para Paragraph PCDs Partially Convertible Debenture Promoter Mr. V.P. Nandakumar RBI Reserve Bank of India Registrar Registrar to the Issue, in this case being SKDC Consultants Limited

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ROC Registrar of Companies RRBs Regional Rural Banks Rs. Indian National Rupee RTGS Real Time Gross Settlement SBU Strategic Business Unit SEBI Securities and Exchange Board of India constituted under the

Securities and Exchange Board of India Act, 1992 (as amended from time to time)

SEBI Regulations The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulation, 2008 issued by SEBI, as amended from time to time

SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time

SOA Scheme of Amalgamation TDS Tax Deducted at Source The Companies Act/ the Act The Companies Act, 1956 as amended from time to time The Company/ the Issuer Manappuram Finance Limited, incorporated on July 15, 1992 The Issue/ The Offer/ Private Placement

Private Placement of Secured Rated Listed Zero Coupon Redeemable Non Convertible Debentures of a face value of Rs. 1,000,000/- each aggregating up to Rs. 500 Million to be issued for cash at a discount of Rs 118,300 per debenture

Trading Day Each such day on which the Bombay Stock Exchange and the National Stock Exchange are open for trading

Transaction Documents The Debenture Trustee Agreement, the Deed of Hypothecation, the Personal Guarantee and any other document to be executed in relation to the Debentures.

V.P. Vice President WDM Wholesale Debt Market

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Disclaimers Issuer’s Disclaimer This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus. The Issue of the Debentures to be listed on the WDM of the BSE is being made strictly on a private placement basis.Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. It does not constitute and shall not be deemed to constitute an offer or invitation to subscribe to the Debentures to the public in general. This Information Memorandum should not be construed to be a prospectus or a statement in lieu of a prospectus under the Companies Act. The Company has mandated Morgan Stanley India Capital Private Limited (the “Arranger”) to act as an arranger for the Debentures and to distribute either itself and/or through its affiliates this Information Memorandum to specified potential investors As per the applicable provisions, a copy of this Information Memorandum/ Disclosure Document has not been filed or submitted to the SEBI for its review and/or approval. Further, since the Issue is being made on a private placement basis, the provisions of Section 60 of the Act shall not be applicable and accordingly, a copy of this Information Memorandum/ Disclosure Document has not been filed with the ROC or the SEBI. This Information Memorandum has been prepared in conformity with the SEBI (Issue and Listing of Debt Securities) Regulations, 2008. This Information Memorandum has been prepared solely to provide general information about the Issuer to eligible investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Information Memorandum does not purport to contain all the information that any eligible investor may require. Further, this Information Memorandum has been prepared for informational purposes relating to this transaction only and upon the express understanding that it will be used only for the purposes set forth herein. Neither this Information Memorandum nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum should not consider such receipt as a recommendation to purchase any Debentures. Each Investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such Investor’s particular circumstances. By subscribing to the Issue, eligible Investors shall be deemed to have acknowledged that the Issuer does not owe them a duty of care in this respect. Accordingly, none of the Issuer’s officers or employees shall be held responsible for any direct or consequential losses suffered or incurred by any recipient of this Information Memorandum as a result or arising from anything contained in or referred to in this Information Memorandum or any information received by the recipient in connection with this Issue. The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents incorporated by reference herein, if any) contains all the information that is material in the context of the Issue and is accurate in all material respects and does not contain any untrue statement as to a material fact or omit to state any material fact necessary to make the statements herein, in the light of the circumstances in which they are made, not misleading. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum or in any material made available by the Issuer to any potential Investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having being authorized by the Issuer. The Issuer certifies that the disclosures made in this Information Memorandum

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are adequate and in conformity with the SEBI Regulations. Further, the Issuer accepts no responsibility for statements made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Issuer and anyone placing reliance on any source of information other than this Information Memorandum would be doing so at its own risk. This Information Memorandum and the contents hereof are restricted only for the intended recipient(s) who have been addressed directly and specifically through a communication by the Issuer and only such recipients are eligible to apply for the Debentures. All Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Information Memorandum are intended to be used only by those Investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient except the distributor. No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum being issued have been sent. Any application by a person to whom the Information Memorandum has not been sent by the Issuer shall be rejected without assigning any reason. The person who is in receipt of this Information Memorandum shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents hereof without the consent of the Issuer. The recipient agrees to keep confidential all information provided (or made available hereafter), including, without limitation, the existence and terms of the Issue, any specific pricing information related to the Issue or the amount or terms of any fees payable to us or other parties in connection with the Issue. This Information Memorandum may not be photocopied, reproduced, or distributed to others at any time without the prior written consent of the Issuer. Upon request, the recipients will promptly return all material received from the Issuer (including this Information Memorandum) without retaining any copies hereof. If any recipient of this Information Memorandum decides not to participate in the Issue, that recipient must promptly return this Information Memorandum and all reproductions whether in whole or in part and any other information statement, notice, opinion, memorandum, expression or forecast made or supplied at any time in relation thereto or received in connection with the Issue to the Issuer. The Issuer does not undertake to update the Information Memorandum to reflect subsequent events after the date of Information Memorandum and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer. Neither the delivery of this Information Memorandum nor any sale of Debentures made hereafter shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof. This Information Memorandum does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Information Memorandum in any jurisdiction where such action is required. Persons into whose possession this Information Memorandum comes are required to inform themselves about and to observe any such restrictions. The Information Memorandum is made available to potential Investors in the Issue on the strict understanding that it is confidential. Disclaimer clause of the stock exchange and SEBI As required, a copy of this Information Memorandum has been filed with the BSE in terms of the SEBI Regulations. It is to be distinctly understood that submission of this information memorandum to the BSE should not in any way be deemed or construed to mean that this Information Memorandum has been reviewed, cleared, or approved by the BSE; nor does the BSE in any manner warrant, certify or endorse

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the correctness or completeness of any of the contents of this Information Memorandum, nor does the BSE warrant that the Issuer’s Debentures will be listed or will continue to be listed on the BSE; nor does the BSE take any responsibility for the soundness of the financial and other conditions of the Issuer, its promoters, its management or any scheme or project of the Issuer. As per the provisions of the SEBI Regulations, a copy of this information memorandum has not been filed with or submitted to the SEBI. It is to be distinctly understood that this Information Memorandum should not in any way be deemed or construed to have been approved or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for which the Debentures issued thereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum. The Board of Directors of the Issuer have certified that the disclosures made in this Information Memorandum are adequate and in conformity with the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 in force for the time being. Disclaimer clause of the RBI The Issuer is a non-banking financial company and has a valid certificate of registration dated May 25, 1998 issued by the Reserve Bank of India under Section 45 1A of the Reserve Bank of India Act, 1934. However, the RBI does not accept any responsibility or guarantee the present position as to the financial soundness of the Issuer or of the correctness of any of the statements or representations made or opinions expressed by the Issuer and/or the repayment of deposits / discharge of liabilities by the Issuer Disclaimer clause of the Sole Arranger The Issuer hereby declares that it has exercised due-diligence to ensure complete compliance with prescribed disclosure norms in this Information Memorandum. The only role of the Sole Arranger with respect to the Debentures is confined to arranging placement of the Debentures on the basis of this Information Memorandum as prepared by the Issuer. Without limiting the foregoing, the Sole Arranger is not acting, and has not been engaged to act, as an underwriter, merchant banker or other intermediary with respect to the Debentures. The Issuer is solely responsible for the truth, accuracy and completeness of all the information provided in this Information Memorandum. The Sole Arranger has not prepared, cleared, approved, scrutinized or vetted this Information Memorandum. Nor has the Sole Arranger done any due-diligence for verification of the truth, correctness or completeness of the contents of this Information Memorandum. The Sole Arranger shall use this Information Memorandum for the purpose of soliciting subscription(s) from eligible Investors (as determined by the Issuer) who could invest in the Debentures to be issued by the Issuer on a private placement basis. The Sole Arranger shall be entitled to rely on the truth, correctness and completeness of this Information Memorandum. It is to be distinctly understood that the aforesaid use of this Information Memorandum by the Sole Arranger should not in any way be deemed or construed to mean that the Information Memorandum has been prepared, cleared, approved, scrutinized or vetted by the Sole Arranger. Nor should the contents of this Information Memorandum in any manner be deemed to have been warranted, certified or endorsed by the Sole Arranger as to the truth, correctness or completeness thereof. The Sole Arranger has not conducted any due diligence review on behalf or for the benefit of the Debenture Trustee or any of the Debenture Holders, none of whom may rely on any due diligence review that may or may not have been conducted by the Sole Arranger. In the event that the Sole Arranger has conducted any due diligence review on its own behalf, it is under no obligation whatsoever to disclose the results of any such review to the Debenture Trustee or any of the Debenture Holders. Each of the Debenture Holders should conduct such due diligence on the Issuer, the Promoter, the Debentures and the Security as it deems appropriate and make its own independent assessment thereof.

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Distribution of this Information Memorandum does not constitute a representation or warranty, express or implied by the Sole Arranger and/or its affiliates that the information and opinions herein will be updated at any time after the date of this Information Memorandum. The Sole Arranger and/or its affiliates do not undertake to notify any recipient of any information coming to the attention of the Sole Arranger and/or its affiliates after the date of this Information Memorandum. No responsibility or liability or duty of care is or will be accepted by the Sole Arranger and/or its affiliates for updating or supplementing this Information Memorandum nor for providing access to any additional information as further information becomes available. Neither the Sole Arranger nor any of its affiliates or their respective directors, employees, officers or agents shall be liable for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on any statement in or omission from this Information Memorandum or in any other information or communications made in connection with the Debentures. The Sole Arranger is acting for the Company in relation to the Issue of the Debentures and not on behalf of the recipients of this Information Memorandum. The receipt of this Information Memorandum by any recipient is not to be constituted as the giving of investment advice by the Sole Arranger and/or its affiliates to that recipient, nor to constitute such a recipient a customer of the Sole Arranger and/or its affiliates. The Sole Arranger and/or its affiliates is not responsible to any other person for providing the protection afforded to the customers of the Sole Arranger and/or its affiliates nor for providing advice in relation to the Debentures. Neither the Arranger nor any other intermediary or their agents or advisors associated with this Issue undertake to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Information Memorandum or have any responsibility to advise any investor or potential investor in the Debentures. Each person receiving this Information Memorandum acknowledges that:

(a) such person has been afforded an opportunity to request and to review and has received all additional information considered by an individual to be necessary to verify the accuracy of or to supplement the information contained herein; and

(b) such person has not relied on the Sole Arranger and/or its affiliates that may be associated with the Debentures in connection with its investigation of the accuracy of such information or its investment decision.

Listing The Debentures are proposed to be listed on the WDM segment of the BSE. The Issuer has applied to BSE for an ‘in principle’ approval to list the Debentures. The Issuer shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures. Disclaimer in respect of Jurisdiction This Issue is made in India to investors as specified under the clause titled “Eligible Investors” of this Information Memorandum, who shall be specifically approached by the Issuer. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the non-exclusive jurisdiction of the courts at Mumbai. This offer of Debentures is made in India to persons resident in India. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.

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Disclaimer in respect of Rating Agencies CARE’s ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. CARE has based its ratings on information obtained from sources believed by it to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by CARE have paid a credit rating fee, based on the amount and type of bank facilities/instruments.

Cautionary Note This Information Memorandum is not intended to provide the basis of any credit decision or other evaluation and should not be considered as a recommendation to invest in the Debentures proposed to be issued by the Issuer. Each eligible Investor should make its own independent assessment of the investment merit of the Debentures and the Issue. Eligible investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such investor’s particular circumstance. This Information Memorandum is made available to eligible investors on the strict understanding that it is confidential. Recipients shall not be entitled to use any of the information otherwise than for the purpose of deciding whether or not to invest in the Debentures. No person including any employee of the Issuer has been authorized to give any information or to make any representation not contained in this Information Memorandum. Any information or representation not contained herein must not be relied upon as having been authorized by or on behalf of the Issuer. Neither the delivery of this Information Memorandum at any time nor any statement made in connection with the offering of the Debentures shall under the circumstances imply that any information/representation contained herein is correct at any time subsequent to the date of this Information Memorandum. The distribution of this Information Memorandum or the Application Forms and the offer, sale, pledge or disposal of the Debentures may be restricted by law in certain jurisdictions. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures in any jurisdiction to any person to whom it is unlawful to make such offer or invitation in such jurisdiction. Persons into whose possession this Information Memorandum comes are required by the Issuer to inform themselves about and observe any such restrictions. The sale or transfer of these Debentures outside India may require regulatory approvals in India, including without limitation, the approval of the RBI. Issue of Debentures in dematerialised form The Debentures will be issued in dematerialised form. The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialised form. Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act. The Depository Participant’s name, DP ID and beneficiary account number must be mentioned at the appropriate place in the Application Form. The Issuer shall take necessary steps to credit the Debentures allotted to the beneficiary account maintained by the Investor with its Depositary Participant. The Issuer will make the Allotment to Investors on the Date of Allotment after verification of the Application Form, the accompanying documents and on realisation of the application money. Consents IL&FS Trust Company Limited has given its written consent for its appointment (annexed hereto as Annexure 3) as Debenture Trustee to the Issue under Regulation 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum.

@

MANAPPURAU ffiFINANCE LIMITED

I**E€I

Moke Life Eosy

AUTHORISAT]ON LETTERDate: 13 Ju ly 201I

To: Morgan Stanley India Capital Private Limited (the "Arranger")

Dear Sirs:

Issue of Listed Rated Secured Zero Coupon Redeemable Non-Convertible Debentures on a

Private Placement basis ( the "Debentures")

We referto the information memorandum dated 13 July 2011 (the "lnformation Memorandum") in

connection with the Debentures proposed to be issued by Manappuram Finance Limited (the,,Company") which, at our request and on our behalf, has been prepared in relation to the captioned

transaction.

We confirm that, to the best of our knorvledge and belief and having made all due and proper

enquiries, as at the date of this letter, the factual information contained in the Information

Memorandum is in all material respects true and accurate and no factual information has been omitted

that renders such information contained in the Information Memorandum untrue or inaccurate in any

material respect and any financial forecasts and projections contained in any part of the lnformation

Memorandum have been prepared on the basis of recent historical information and assumptions

believed by the Company to be fair and reasonable. All expressions of opinion, statements and

estimates rlt forth and reflected in the Information Memorandum have been made by us after due and

proper consideration. In addition, we are not aware of any information not contained in the

Information Memorandurn, the ornission of which would lead to the Information Memorandum being

inaccurate, untrue or misleading in any material respect. We further confirm that we are in compliance

and shall comply with all applicable laws and regulations (including but not limited to all applicable

laws pertaining to non-banking financial companies) in relation to the proposed issue of the

Debentures.

We authorise you and/or your affil iates to deliver copies of the Information Memorandum to those

specified p.rront identified by us/ you from whom you propose participation in the Debentures. We

agree to indernnify and hold you, your affil iates and each of your and their officers, employees,

rJpresentativ.r, und agents harmless from and against any and all losses, liabilities, damages, clairns,

.ort, o1" expenses whiih may be imposed on or incurred by you or your affiliates, officers, employees'

representatives, and agents as a result of any inaccurate, untrue or misleading statement contained in

the Information Memorandum or caused by an omission of any material fact which is necessary to

make any of the statements contained in the Inforrnation Memorandum not misleading.

This letter and all claims arising in connection with it are governed by, and are to be construed in

accordance with, Indian law. We submit to the jurisdiction of the courts and tribunals at Murnbai for

the resolution of any dispute arising in connection with this letter.

Yours faithfully, )MgnaBpqram Finance Linlted /

Wn"\r.,r,)_-.-I.Unnikrishnan/-Managing Director

lndia's First Listed and Highest Credit Rated Gold Loan Company

@ u r o m H o u s e r . o . v o r . o p o d , T h r i s s u r , K e r o l o . 6 8 a 5 6 7 ' l n d i o , T e l : O 4 8 7 - 3 o 5 o l o 8 , 3 o 5 o o 0 oFox : 0487 - 239929A, E moi l : moi l@monoppurom.com, Websi te : www.mqnoppurom'com

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RISK FACTORS (A) The Issuer believes that the following factors may affect its ability to fulfil its obligations in respect of the Debentures. All of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. The Issuer believes that the factors described below represent the principal risks inherent in investing in the Debentures, but the inability of the Issuer, as the case may be, to pay principal or other amounts on or in connection with any Debentures may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Debentures are exhaustive. Potential investors should perform their own independent investigation of the financial condition and affairs of the Issuer, and their own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations with respect to the Debentures. Potential investors should thereafter form their own views prior to making any investment decision. (B) Unless the context requires otherwise, the risk factors described below apply to the Issuer only. If any one of the following stated risks actually occur, the Issuer’s business, financial conditions and results of operations or the value of the security securing the Debentures could suffer and therefore the value of and/or the potential investors’ recovery from, the Issuer’s Debentures could decline. POTENTIAL INVESTORS ARE ADVISED TO CAREFULLY READ THESE PRINCIPAL RISKS ASSOCIATED WITH THE DEBENTURES. THESE RISKS ARE NOT, AND ARE NOT INTENDED TO BE, A COMPLETE LIST OF ALL RISKS AND CONSIDERATIONS RELEVANT TO THE DEBENTURES OR THE POTENTIAL INVESTOR’S DECISION TO PURCHASE THE DEBENTURES. Please note that unless specified or quantified in the relevant risk factors, the Issuer is not in a position to quantify the financial or other implications of any risk mentioned herein below: (a) Repayment of principal is subject to the credit risk of the Issuer. Potential investors should be aware that receipt of the principal amount,(i.e. the redemption amount) and any other amounts that may be due in respect of the Debentures is subject to the credit risk of the Issuer. Potential investors assume the risk that the Issuer will not be able to satisfy their obligations under the Debentures. In the event that bankruptcy proceedings or composition, scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer, the payment of sums due on the Debentures may not be made or may be substantially reduced or delayed. (b) Repayment of principal is subject to receipt from its borrowers the receivables Potential investors should be aware that receipt of the principal amount (i.e. the redemption amount) and any other amounts that may be due in respect of the Debentures is subject to the receipt by the Issuer of the amounts payable by the borrowers (of the Issuer) in relation to the loans advanced to them by the Issuer. (c) The secondary market for the Debentures may be illiquid. The Debentures may be very illiquid and no secondary market may develop in respect thereof. Even if there is a secondary market for the Debentures, it is not likely to provide significant liquidity. Potential investors may have to hold the Debenture until redemption to realize any value. (d) Credit Risk & Rating Downgrade Risk CARE has assigned the credit ratings to the Debentures. In the event of deterioration in the financial health of the Issuer, there is a possibility that the rating agency may downgrade the rating of the

15

Debentures. In such cases, Potential Investors may incur losses on re-valuation of their investment or make provisions towards sub-standard/ non-performing investment as per their usual norms. (e) No debenture redemption reserve No debenture redemption reserve is being created for the present issue of Debentures. Creation of debenture redemption reserve is not required for the proposed issue of the Debentures. The Ministry of Company Affairs, Government Of India has vide General Circular No. 9/2002 No. 6/3/20001-CL.V dated April 18, 2002 clarified that non-banking financial companies need not create a debenture redemption reserve as specified under Section 117C of the Companies Act 1956 in respect of privately placed debentures. (f) Tax Considerations and Legal Considerations Special tax considerations and legal considerations may apply to certain types of investors. Potential investors are urged to consult with their own financial, legal, tax and other professional advisors to determine any financial, legal, tax and other implications of this investment. (g) Accounting Considerations Special accounting considerations may apply to certain types of taxpayers. Potential investors are urged to consult with their own accounting advisors to determine implications of this investment. (h) Security maybe insufficient to redeem the Debentures The Security for the Debentures consists of a first and exclusive floating charge by way of hypothecation over the Hypothecated Assets. In the event that the Company is unable to meet its payment and other obligations towards Investors under the terms of the Debentures, the Debenture Trustee may enforce the Security as per the terms of the Deed of Hypothecation and other related documents. The Investors recovery in relation to the Debentures and from the Hypothecated Assets will be subject to (i) the market value of the Hypothecated Assets, and (ii) finding a willing buyer for the Hypothecated Assets at a price sufficient to repay the Potential Investors amounts outstanding under the Debentures (i) Material changes in regulations to which the Issuer is subject could impair the Issuer’s ability to meet payment or other obligations. The Issuer is subject generally to changes in Indian law, as well as to changes in government regulations and policies and accounting principles. Any changes in the regulatory framework could adversely affect the profitability of the Issuer or its future financial performance, by requiring a restructuring of its activities, increasing costs or otherwise. (j) Legality of Purchase Potential investors of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or for compliance by that potential investor with any law, regulation or regulatory policy applicable to it. (k) Amounts payable under the Debentures only on Redemption As these Debentures are zero coupon debentures, these debentures are being issued at a discount to the Face Value of the Debentures and accordingly each Debenture Holder will be entitled to receive only the Face Value of each Debenture at the time of Redemption of the Debentures. There will be no interim payments of any amounts during the term of the Debentures. (l) Political and Economic Risk in India The issuer operates only within India and, accordingly, all of its revenues are derived from the domestic market. As a result, it is highly dependent on prevailing economic conditions in India and its results of operations are significantly affected by factors influencing the Indian economy. An uncertain economic

16

situation, in India and globally, could result in a further slowdown in economic growth, investment and consumption. A slowdown in the rate of growth in the Indian economy could result in lower demand for credit and other financial products and services and higher defaults. Any slowdown in the growth or negative growth of sectors where issuer has a relatively higher exposure could adversely impact its performance. Any such slowdown could adversely affect our business, prospects, results of operations and financial condition. (m) Force Majeure Event If a Force Majeure Event occurs, the Issuer may terminate or suspend such Debentures. If the Issuer elects to terminate such Debentures, the Issuer will, if and to the extent permitted by applicable law, pay an amount to each Debenture Holder in respect of each Debenture being an amount equal to the fair market value of such Debenture, including circumstances that resulted in the occurrence of the Force Majeure Event.

17

A. Financial Highlights Manappuram Finance Limited Audited Balance Sheet as of March 31, 2011 (All amounts are in millions of Rs. unless otherwise stated) As at As at 31-Mar-11 31-Mar-10SOURCES OF FUNDS Shareholders' funds Share Capital 833.75 340.39 Reserve and Surplus 18,405.82 5,765.21 Loan funds Secured loans 43,723.07 16,500.50 Unsecured loans 12,817.03 1,856.12

75,779.67 24,462.22 APPLICATION OF FUNDS Fixed assets Gross Block 1,651.82 669.8

Less : Accumulated depreciation / amortisation 332.8 135.63

Net Block 1,319.02 534.17 Capital work in progress including advances 68.64 1.23Intangible assets (net) 59.84 33.55Deferred tax asset (net) 87.07 33.35Investments 403.2 1,406.70 Current Assets, Loans and Advances Cash and bank balance 6,663.36 2,682.08 Other current assets 4,947.51 1,878.88 Loans and advances 64,141.68 18,907.13

75,752.55 23,468.09Less : Current liabilities and provision Current liabilities 1,126.01 810.28 Provisions 784.64 204.59

1,910.65 1,014.87 Net current assets 73,841.90 22,453.22 75,779.67 24,462.22

18

Profit and Loss account for the period March 31, 2011 (All amounts are in millions of Rs. unless otherwise stated) As at As at 31-Mar-11 31-Mar-10 INCOME Income from services 11,654.20 4,699.77 Other Income 161.06 82.24

11,815.26 4,782.01 EXPENDITURE Personnel expenses 1,605.00 536.40 Operating and other expenses 2,438.72 1,000.75 Depreciation / amortization 212.96 57.37 Financial expenses 3,319.63 1,369.23

7,576.31 2,963.75 Profit before tax 4,238.95 1,818.26 Less: Provision for tax Current tax 1466.04 640.11 Deferred tax (53.72) (19.07) Fringe benefit tax - -

Profit after tax 2,826.63 1,197.22 Balance brought forward from previous year 917.11 188.73 Amounts adjusted on amalgamation of MAFIT - -

Profit after tax and appropriation for the financial year 2008-09 - 88.12

Profit available for appropriation 3,743.74 1,474.07 Appropriations: Transfer to Statutory Reserve 565.33 239.45 Transfer to General Reserve282.67 282.67 119.72 Transfer to Capital Redemption Reserve- - 17.15 Proposed Dividend on Equity Shares500.25 500.25 165.89 Tax on distributed profit81.14 81.14 27.21 Net profit carried forward to balance sheet 2,314.35 904.65

19

The Board of Directors of the Issuer as on the date of this Information Memorandum is as follows: 1. V P Nandakumar 2. I. Unnikrishnan 3. B N Raveendra Babu 4. M Anandan 5. P Manomohanan 6. V M Manoharan 7. A R Sankaranarayanan 8. V R Ramachandran 9. Gaurav Mathur 10. Shailesh Mehta 11. Gautam Saigal 12. Jagdish Capoor

20

B. Offering Information – Regulatory Disclosures 1. The following documents have been submitted to the BSE:

a. Memorandum and Articles of Association of the Issuer b. A copy of the latest audited balance sheet and annual report of the Issuer

2. Name and address of registered office of the Issuer

Name: Manappuram Finance Limited

Registered Office: “Manappuram House”, Valapad, Thrissur, Kerala 680 567

Phone No.: (0487) 3050 000, 3050 108, 3050 122

Fax No.: (0487) 2399 298

Contact Person: Mr. C. Radhakrishnan, Company Secretary

Email: cosecretary@manappuram.com

Auditors: M/S S.R. Batliboi & Associates

Chartered Accountants

TPL House, Second Floor, 3,

Cenotaph Road, Teynampet,

Chennai - 600018

3. Names and addresses of the directors of the Issuer The following table sets forth details regarding the Issuer’s Board of Directors as on 30th June 2011

Name, DIN, Address,

Occupation Designation Other Directorships

V.P. Nandakumar DIN: 00044512 Address: Padmasaroj’ Vazhappully House, P.O.Valapad, Thrissur Kerala 680 567 Occupation: Business

Executive Chairman 1. Manappuram Insurance Brokers (P) Limited 2. Manappuram Asset Finance Limited 3. Manappuram Health Care Limited 4. Manappuram Comptech and Consultants (P) Limited 5. Manappuram Infrastructure and Builders Private Limited 6. Manappuram Jewellers Private Limited 7. Manappuram Benefit Fund Limited 8. Manappuram Constructions & Properties (P) Limited 9. Fivestar Business Credits Limited 10. Aptus Value Housing Finance India Limited

I. Unnikrishnan DIN: 01773417 Address: Mannath House Mannath Lane, Thrissur, Kerala 680 001 Occupation: Business

Managing Director 1. Manappuram Asset Finance Ltd 2. Manappuram Insurance Brokers (P) Limited 3. Manappuram Jewellers (P) Limited

21

Name, DIN, Address, Occupation

Designation Other Directorships

B. N. Raveendra Babu DIN: 00043622 Address: Blanghat House, P.O. Kaipamangalam, Thrissur, Kerala 680 681 Occupation: Consultant

Joint Managing Director

1. Manappuram Chits(India) Limited 2. Manappuram Comptech and Consultants (P) Limited 3. Manappuram Insurance Brokers Private Limited 4. Manappuram Jewellers Private Limited

A. R. Sankaranarayanan DIN: 00046545 Address: 10 C, Skyline Brent Wood, Saw Mill Road, Koorkencherry, Thrissur, Kerala 680 007 Occupation: Retired from service

Independent and Non Executive Director

-

P. Manomohanan DIN: 00042836 Address: Aswathy’, No: 7/ 71A, High School Road, P.O. Chenthrappinny, Thrissur, Kerala 680 687 Occupation: Retired from service

Independent and Non Executive Director

1. Manappuram Benefit Fund Limited

V.R. Ramachandran DIN: 00046848 Address: Valiparambil House, 50/840, Ayyanthole, Thrissur, Kerala 680 003 Occupation: Service

Independent and Non Executive Director

-

V.M. Manoharan DIN: 00044817 Address: TC 6/657, Vylappully House, Kunduvara Road, Chembukkavu Thrissur, Kerala 680 020 Occupation: Retired from service

Independent and Non Executive Director

1. Manappuram Benefit Fund Limited 2. Poomala Cottages Private Limited

Gaurav Mathur(1) DIN: : 00016492 Address: C/o IEP Advisors private Limited 505, Cee Jay House Dr. Annie Besant Road, Worli

Nominee and Non Executive Director

1. Ocean Sparkle Limited 2. A2ZMaintenance and Engineering Services Limited 3. High bridge Investments Private Limited 4. Ikya Human Capital Solutions Private Limited 5. Innovative Foods Limited

22

Name, DIN, Address, Occupation

Designation Other Directorships

Mumbai, Maharashtra 400 018 Occupation: Service Shailesh J. Mehta DIN: : 01633893 Address: 401 L Cerrito Ave Hills Borough California – 94010 United States of America Occupation: Service

Independent and Non Executive Director

1. Aptus Value Housing Finance India Limited 2. First Source Solutions Limited 3. SAFARI Industries Limited 4. Arch Pharmalabs Limited 5. Account Now Corpn USA 6. All Services Under One Roof (P) Limited

Gautam Saigal(2)

DIN: : 00640229 Address: C/o AA India Development Capital Advisors Private Limited 63 Maker Maxity, Level 6, 3 North Avenue Bandra Kurla Complex, Bandra (East) Mumbai, Maharashtra 400 051 Occupation: Service

Nominee and Non Executive Director

1. AA Indian Development Capital Advisors Private Limited 2. Numero Uno Clothing Limited 3. Siesta Logistics Corporation Limited 4. Barflex Poly Films Private Limited

M. Anandan DIN: : 00033633 Address: House No AL 192 1st Street, 12th Main Road Annanagar, Chennai, Tamil Nadu 600 040 Occupation: Business

Independent and Non Executive Director

1. Aptus Value Housing Finance India Limited

2. Fivestar Business credits Limited

Jagdish Capoor

DIN: : 00002516 Address: 1601 Brooke Ville 359 Mogul Lane, Mahim Mumbai, Maharashtra 400 016 Occupation: Service

Independent and Non Executive Director

1. The Indian Hotels Company Limited 2. Assets Care Enterprises Limited 3. Quantum Trustee Company Private Limited 4. LIC Pension Fund Limited 5. Alankit Assignments Limited

4. A brief summary of the business/activities of the Issuer and its line of business

BACKGROUND OF THE COMPANY

23

Manappuram Finance Limited was incorporated as a public limited company under the Companies Act as “Manappuram General Finance and Leasing Limited” on July 15, 1992 by a Certificate of Incorporation No. 09-06623 of 1992 issued by the Registrar of Companies, Kerala under the Companies Act. The Company has its registered office at V/104 “Manappuram House”, Valapad P.O., Thrissur 680 567, Kerala. The Issuer was issued a certificate for commencement of business on July 31, 1992 by the Registrar of Companies, Kerala. The name of the Issuer was subsequently changed to “Manappuram Finance Limited” on June 22, 2011 vide Fresh Certificate of Incorporation issued by the Registrar of Companies, Kerala and Lakshadweep. We are listed on the NSE, BSE, MSE and the CSE. We were earlier registered with RBI as a deposit taking NBFC as per certificate of registration no. 16.00029 dated May 25, 1998. However, subsequently, we registered ourselves as non-deposit taking NBFC vide a new certificate of registration no. B-16.00029 dated March 22, 2011.

MAIN OBJECTS OF THE COMPANY (as per the Memorandum of Association)

The Main Objects to be pursued by the Company on its incorporation are:

1. To carry on and undertake the business of all types, of financing activities including hiring of movables, granting assistance to trade, commerce, industry and agriculture.

2. To carry on and undertake the business of Merchant Bankers, Portfolio Investment Managers, Mutual Fund Managers, Underwriters, Registrars and Managers to public issues and Stock Brokers, and to undertake depository participant activities, functions and responsibilities and to provide custodial and depository services of assets and securities, to collect dividends, interests, rights, entitlements, bonuses and other benefits, incomes and entitlements accruing on such assets and securities.

3. To carry on and to act as agents in money changing business so as to deal in Foreign Exchange, to act as full-fledged Money Changers, to act as Foreign Exchange Brokers, to provide FOREX advisory services, to introduce Money Transfer Schemes, to act as Exchange House.

  BUSINESS OVERVIEW We are one of the leading listed NBFCs lending money against the pledge of household, used, gold jewellery (“Gold Loans”) in India, in terms of gold loan portfolio as of March 31, 2011, 2010 and 2009, and we are also the fastest growing gold financing company in India in terms of gold loan portfolio for the fiscal year 2010. (See IMaCS Industry Report (2010 Update). We provide these short-term personal and business Gold Loans primarily to retail customers who require immediate availability of funds, but who do not have access to formal credit on an immediate basis, or at all. Our Gold Loan portfolio as of March 31, 2011 comprised 74,883 million Gold Loan accounts with one million customers aggregating to Rs. 63,574 million of Gold Loans in principal amount (net of assignments), which is 99% of our total loans and advances. As of March 31, 2011, we disburse Gold Loans to our customers from a network of 2,064 branches in 20 states and union territories of India, including 1,567 branches in southern India. We are headquartered in the southern Indian state of Kerala. Our group commenced operations at Valapad, Thrissur, Kerala and has decades of established history in the money lending business, mainly in

24

small-scale money lending against household, used, gold jewellery. Our Company has been in the Gold Loan financing business since 1999. Historically, we have also provided other related services, including asset finance, money transfer and foreign exchange, sale of gold coins and business and personal lending. We focus on rapid, on-the-spot approval and disbursement of loans with minimal procedural formalities which our customers need to complete in order to avail a loan from us. We have developed various Gold Loan schemes, which offer variable terms in relation to the amount advanced per gram of gold, the interest rate and the amount of the loan, to meet the different needs of various customers. Our lending functions are supported by an in-house, custom developed information technology platform that allows us to, record relevant customer details and approve and disburse the loan. Our proprietary technology platform also handles internal audit, risk monitoring and management of the relevant loan and pledged gold related information. Our employees undergo periodic training sessions related to evaluation of the worth and authenticity of the gold that is pledged with us. Our Gold Loan customers are individuals primarily from rural and semi-urban areas who require funds typically for social obligations, emergencies, agriculture-related activities, small scale business operations or consumption purposes. We strive to complete our Gold Loan transactions within short timelines. What distinguishes us from banks is our focus on non-organized sections of society and our turn-around time. Loan amounts advanced by us are generally in the range of Rs. 1,000.00 (Rupees one thousand) to Rs. 1,000,000.00 (Rupees one million) per loan transaction and remained outstanding on an average for 120 days for the fiscal year 2011. All of our Gold Loans have a maximum of a 12 month term. In the financial year ended March 31, 2011, our gross Gold Loan portfolio yield representing gross interest income on gross gold loans as a percentage of gross average outstanding of gold loans, for the same period was, on average, 25.55% per annum We have had an investment grade rating from approved credit rating agencies since 1995. Our current rating is P1+ from CRISIL (a subsidiary of Standard & Poors) for our short-term debt instruments, including commercial paper, which is the highest rating for short-term debt instruments. For NCDs, we have a A+ Credit rating from CRISIL. In addition, we have an LA+ rating from ICRA Limited and a rating of CARE AA- from CARE Limited. In the fiscal years 2011, 2010 and 2009, our total income was Rs. 11,815.26 million, Rs. 4,782.01 million and Rs. 1,661.11 million respectively. Our profit after tax for the fiscal years 2011, 2010 and 2009 was Rs. 2,826.63 million, Rs. 1,197.21 million and Rs. 302.97 million respectively. In the fiscal years 2011, 2010 and 2009, revenues from our Gold Loan business constituted 98.96%, 95.67% and 86.20%, respectively, of our total income. As of March 31, 2011, 2010 and 2009, our portfolio of Gold Loans under management in principal amount (net of assignments) was Rs. 63,705.41 million, Rs. 18,512.26 million and Rs. 4,000.63 million respectively, and approximately 52.97 tons, 22.45 tons and 13.34 tons, respectively, of gold jewellery was held by us as security for our Gold Loans. Gross non-performing gold loan assets were 0.28%, 0.55% and 0.95% of our gross Gold Loan portfolio under management as of March 31, 2011, 2010 and 2009, respectively. Merger of MAFIT with Our Company Manappuram Finance Tamil Nadu Limited (“MAFIT”) an affiliate of our Company merged with the Company with retrospective effect from April 1, 2008 and the merger was given effect to by the Company pursuant to an Order of the High Courts in the three month period ended December 31, 2009. Our financial statements as of and for the fiscal year ended 2010 and 2011 reflect the financial results of MAFIT for such fiscal year; however, as the merger was approved in December 2009, our financial

25

statements as of and for the fiscal year 2007, 2008 and 2009, do not include the financial results of MAFIT for such periods. MAFIT had total income of Rs. 518.15 million and profit after tax of Rs. 173.98 million for the fiscal year 2009. See “Financial Statements of MAFIT.” MAFIT was engaged in the same line of business as our Company, and as a result, we have benefited from increased operations, cost savings and operational synergies. As a result of the Merger, shareholders of MAFIT received 2.1 Equity Shares in our Company in exchange for every issued and outstanding share of MAFIT. On January 11, 2010 we issued, in the aggregate, 11,677,382 equity shares of Rs. 10 each credited as fully paid to the shareholders of MAFIT.

7.912.6

26.0

75.5

FY08 FY09 FY10 FY2011

Exponential Growth in Portfolio

1,7053,141

5,459

12,566

FY08 FY09 FY10 FY11

… And Increasing Income …

Gross Income (Rs.mm)

26

*Company Source

Our Gold Loan Business Our core business is providing Gold Loans, which are typically small loans secured by the pledge of household, used, gold jewellery. Loan amounts advanced by us are typically within the range of Rs. 1,000.00 (Rupees one thousand) to Rs. 1,000,000.00 (Rupees one million) per loan transaction and remained outstanding on an average for 120 days for the fiscal year 2011. As of March 31, 2011, we had approximately 1.57 million Gold Loan accounts, aggregating to Rs. 36,866.26 million in principal amount (net of assignments). We are able to offer a variety of Gold Loan schemes to our customers to suit their individual needs. As of May 31, 2011, we have 21 different schemes in place. The schemes differ in relation to the amount advanced per evaluated gram of gold, the interest rate chargeable and the amount of the loan. Some of our schemes are available only in certain geographical areas and newly opened branches. The elements of a scheme do not remain constant and are dependent on external factors such as the market price of gold, our cost of funds, the advance and the rate of interest that is offered by our competitors. To maintain consistency and ensure that our standards are not compromised, we

279477

1,197

2,827

FY08 FY09 FY10 FY2011

… Generating Higher Profits

ROE(3) 44.0% 26.2%

Net Profits (Rs. mm)

ROA(3) 5.2% 5.0%

27

have ensured that the procedures and processes involved in each gold finance transaction generally remain the same across the different schemes. We also allow customers to prepay their loans without penalty, and we do not have a minimum loan size. Gold Loan Disbursement Process The principal form of security that we accept is wearable, household, used, gold jewellery. We do not accept bullion, gold biscuits, gold bars, new mass-produced gold jewellery or medallions unless it is pledged along with used jewellery, and we restrict acceptance of jewellery from other money-lenders. While these restrictions narrow the pool of assets that may be provided to us as security, we believe that it provides us with the following key advantages:

It filters out spurious jewellery that may be pledged by jewellers and goldsmiths. We find that household, used jewellery is less likely to be spurious or fake.

The emotional value attached by each household to the pledged jewellery acts as a strong

incentive for timely repayment of loans and redeeming the pledge.

As we only accept the pledge of household jewellery, the value of the pledged gold is typically only as much as the worth of gold that is owned by an average Indian household. This prevents our exposure to large-sized loans where the chances of default and subsequent losses are high.

The amount that we finance against the pledged gold jewellery is typically based on a fixed rate per gram of gold content in the jewellery. We value the gold jewellery brought by customers based on our centralized policies and guidelines. We generally lend between 70% and 85% of the price of gold assumed by us, which is generally lower than the market price of gold at that time. Within this range, the actual loan amount varies according to the type of jewellery pledged. While jewellery can be appraised based on a variety of factors, such as total weight, weight of gold content, production cost, style, brand and value of any gemstones, we appraise the gold jewellery solely based on its gold content. Our Gold Loans are therefore generally well collateralized because the actual value of the gold jewellery is higher than our appraised value of the gold jewellery when the loan is disbursed. The amount we lend against an item and the total value of the pledged gold we hold fluctuates according to the market price of gold. However, an increase in the price of gold will not automatically result in an increase in the value of our Gold Loan portfolio unless the per gram rate is revised by our corporate office. Similarly, since adequate margins are built in at the time of the loan disbursement and owing to the short tenure of these loans on average, a decrease in the price of gold generally has little impact on our interest income. However, a sustained decrease in the market price of gold could cause a decrease in the growth rate of Gold Loans in our loan portfolio. See “Risk Factors - Volatility in the market price of gold may adversely affect our financial condition and results of operations.” All our Gold Loans have a maximum term of 12 months; however, customers may redeem the loan at any time. Our Gold Loans remained outstanding, on average, for 120 days for the fiscal year 2011. In most cases, interest is paid only at the time the principal is repaid. In the event that

28

a loan is not repaid on time then after providing due notice to the customer, the unredeemed pledged gold is disposed of on behalf of the customer in satisfaction of the principal and interest charges. Any surplus arising out of the disposal of the pledged gold is refunded to the customer. In the event that the recoverable amount is more than the realizable value of the pledged gold, the customer remains liable for the shortfall. We make provisions for losses that we believe are not recoverable from the customer when the respective loans remain outstanding after six months from the date of agreed tenor of the loan.

5. A brief history of the Issuer since its incorporation giving details of its activities

including any reorganization, reconstruction or amalgamation, changes in its capital structure (authorized, issued and subscribed) and borrowings, if any.

CAPITAL STRUCTURE (as on March 31, 2011) (Rs. in Mn except per share data)

Sr. No. Particulars Aggregate

Nominal Value Issued Amount

1 Authorized Capital 530,000,000 Equity shares of Rs.2/- each (Previous year – 106,000,000

equity shares of Rs. 10/- each) 1060

4,00,000 Redeemable Preference Shares of Rs.100/- each 40 TOTAL 1100 2 Issued, Subscribed and Paid up Capital

416,590,068 equity shares of Rs. 2/- each (Previous year 34,038,522 Equity Shares of Rs.10 each ) fully paid up

i.

(of the above shares 55,00,000 equity shares of Rs. 10 each were allotted as fully paid up bonus shares by capitalization of General Reserve – Rs. 4,00,00,000 and Securities Premium – Rs. 1,50,00,000)

833.7

3 Present Issue Of Debentures Through This Disclosure Document Issue of 1000 Secured Redeemable Non-Convertible Bonds in nature of

Debentures of Rs. 10, 00,000/- each. 1000

4 Share Premium Account 14424.3

5 Share warrants 0.00

6 Loan Funds i. Secured Loans 43723.0 ii. Unsecured Loans 12817.0

SHARE CAPITAL HISTORY

A. Equity Share Capital history as on June 30, 2011

Date of

Allotment No. of equity shares

Face

Value

Issue price per

equity

Nature of considerat

ion

Type of Allotment

Cumulative no of equity

shares

Cumulative paid-up equity share capital

Equity share equity

premium

Cumulative share

premium (Rs.)

29

(Rs.)

share (Rs.)

(Rs.)

June 30, 1992

1,250,000 10 10.00 Cash Promoter contribution

1,250,000 12,500,000 Nil -

August 21, 1995

1,750,000 10 10.00 Cash Public issue 3,000,000 30,000,000 Nil -

August 1, 2003

1,500,000 10 10.00 Cash Rights issue 4,500,000 45,000,000 Nil -

July 30, 2005

1,000,000 10 25.00 Cash Preferential issue

5,500,000 55,000,000 15 15,000,000

January 15, 2007

5,500,000 10 10.00 Nil Bonus issue 11,000,000 110,000,000 Nil 15,000,000

June 21, 2008

3,283,582 10 10.00 Cash Conversion of preference

share

14,283,582 142,835,820 Nil 15,000,000

March 16, 2009

2,972,246 10 10.00 Cash Conversion of preference

share

17,255,828 172,558,280 Nil 15,000,000

January 11, 2010

11,677,382

10 10.00 Nil Allotment on merger

28,933,210 289,332,100 Nil 15,000,000

March 4, 2010

3,540,420 10 691.00 Cash Qualified institutional placement

32,473,630 324,736,300 681.00 2,426,026,020

March 18, 2010

1,564,892 10 166.62 Cash Warrant conversion

34,038,522 340,385,220 156.62 2,671,119,405

April 22, 2010

170,192,610

2 2.00 Nil Split of shares 170,192,610 340,385,220 Nil 2,671,119,405

May 11, 2010

170,192,610

2 2.00 Nil Bonus issue 340,385,220 680,770,440 Nil 2,671,119,405

September 9, 2010

13,210,039

2 75.70 Cash Preferential issue

353,595,259 707,190,518 73.70 3,752,584,699

September 28, 2010

3,471,000 2 33.12 Cash Employee stock option

357,066,259 714,132,518 31.12 2,779,136,925

November 18, 2010

59,523,809

2 168.00 Cash Qualified institutional placement

416,590,068 833,180,136 166.00 13,633,536,993

March 19, 2011

284,120 2 33.12 Cash Employee stock option

416,874,188 833,748,376 31.12 13,642,378,807

June 11, 2011

41,6874188

2 - Nil Bonus 833,748,376 1,667,496,752 Nil 13,642,378,807

SHAREHOLDING PATTERN (as on May 31, 2011)

Total shareholding as a percentage of total number of shares

Equity Shares pledged or otherwise encumbered

S. No.

Category of shareholder No. of Shareholders

Total no. of Equity Shares

No. of Equity Shares held in

dematerialised form

% of Equity Shares (A+B)

% of Equity Shares

(A+B+C)

Number of Equity Shares

% No. of Equity Shares

(A) Promoter and Promoter Group (1) Indian (a) Individuals/ Hindu Undivided

Family 6 151996387 151996387 36.486 36.486 34576110 22.748

(b) Central Government/ State Government(s)

0 0 0 0.00 0.00 Nil Nil

(c) Bodies Corporate 0 0 0 0.00 0.00 Nil Nil (d) Financial Institutions/ Banks 0 0 0 0.00 0.00 Nil Nil (e) Any Others(Specify) 0 0 0 0.00 0.00 Nil Nil Sub-Total (A)(1) 6 151996387 151996387 36.486 36.486 34576,110 22.748 (2) Foreign (a) Individuals (Non-Resident

Individuals/ Foreign Individuals)

0 0 0 0.00 0.00 Nil Nil

30

Total shareholding as a percentage of total number of shares

Equity Shares pledged or otherwise encumbered

S. No.

Category of shareholder No. of Shareholders

Total no. of Equity Shares

No. of Equity Shares held in

dematerialised form

% of Equity Shares (A+B)

% of Equity Shares

(A+B+C)

Number of Equity Shares

% No. of Equity Shares

(b) Bodies Corporate 0 0 0 0.00 0.00 Nil Nil (c) Institutions 0 0 0 0.00 0.00 Nil Nil (d) Any Other (specify) 0 0 0 0.00 0.00 Nil Nil Sub-Total (A)(2) 0 0 0 0.00 0.00 Nil Nil Total Shareholding of

Promoter and Promoter Group (A)= (A)(1)+(A)(2)

6 151996387 151996387 36.486 36.486 34576,110 22.748

(B) Public shareholding (1) Institutions (a) Mutual Funds/UTI 14 7718192 7718192 1.853 1.853 N.A N.A (b) Financial Institutions/ Banks 1 8,000 8,000 0.00 0.00 N.A N.A (c) Central Government/ State

Government(s) 0 0 0 0.00 0.00 N.A N.A

(d) Venture Capital Funds 0 0 0 0.00 0.00 N.A N.A (e) Insurance Companies 0 0 0 0.00 0.00 N.A N.A (f) Foreign Institutional Investors 66 124964824 124964824 29.997 29.997 N.A N.A (g) Foreign Venture Capital

Investors 0 0 0 0.00 0.00 N.A N.A

(h) Any Other (specify) 0 0 0 0.00 0.00 N.A N.A Sub-Total (B)(1) 80 132683016 132683016 31.850 31.850 N.A N.A (2) Non-institutions N.A N.A (a) Bodies Corporate 385 3855023 3842973 0.925 0.925 N.A N.A (b) Individuals -

Individual shareholders holding nominal share capital up to Rs. 1 lakh.

25339 26356125 20,480,1300 6.326 6.326 N.A N.A

Individual shareholders holding nominal share capital in excess of Rs. 1 lakh.

103 25224967 24291967 6.055 6.055 N.A N.A

(c) Any Other (specify) N.A N.A Trusts 3 2470 2470 .001 .00l N.A N.A Directors & their relatives 29 9942671 9811671 2.387 2.387 N.A N.A Non resident Indians 691 2805079 2525079 0.673 0.673 N.A N.A Societies 1 1075838 1075838 0.258 0.258 N.A N.A Clearing members 285 1048490 1048490 0.252 0.252 N.A N.A Hindu Undivided Families 192 318812 318812 0.077 0.077 N.A N.A Foreign Corporate Bodies 3 61,111,190 61,111,190 14.669 14.669 N.A N.A NRI Directors 1 170,000 170,000 0.041 0.041 N.A N.A Sub-Total (B)(2) 27032 131910665 124679790 31.664 31.664 N.A N.A Total Public Shareholding

(B)= (B)(1)+(B)(2) 27112 264593681 257362806 63.514 63.514 N.A N.A

TOTAL (A)+(B) 27118 416590068 409359193 100.00 100.00 34576110 8.300 (C) Shares held by Custodians

and against which Depository Receipts have been issued

0 0 0 0.00 0.00 N.A N.A

GRAND TOTAL (A)+(B)+(C)

27118 416590068 409359193 100.00 100.00 34576110 8.300

Pursuant to a resolution passed at the EGM dated April 22, 2010 the equity shares of the Issuer bearing a face value of Rs. 10 each were split and sub-divided into equity shares bearing a face value of Rs. 2 each. The record date for the above split was May 4, 2010.

6. Details of debt securities issued and sought to be listed Under the purview of current document, the Company intends to raise an amount of Rs.500 Million by issue of 500 Rated Listed Secured Zero Coupon Redeemable Non-Convertible Debentures.

31

For further details of the Debentures, please refer to the terms and conditions of the debentures set out in Annexure 1 of this Information Memorandum.

7. Issue Size The aggregate issue size for the Debentures is Rs. 500 Million. 8. Utilization of the Issue Proceeds The proceeds of the Issue will be used for onward-lending in the regular course of business. The expenses of the present issue would also be met from the proceeds of the Issue. The Main Object Clause of the Memorandum of Association of the Company enables it to undertake the activities for which the funds are being raised through the present Issue and also the activities, which the Issuer has been carrying on till date. The proceeds of this Issue after meeting all expenses of the Issue will be used by the Company for meeting issue objects. The Company undertakes that details of all monies utilized / unutilized out of the Issue shall be disclosed in all the Balance Sheets of the Company till final redemption of the Debentures.

9. A statement containing particulars of the dates of, and parties to all material

contracts, agreements involving financial obligations of the Issuer By very nature of its business, the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving the financial obligations of the Issuer. However, the contracts referred to in Para A below) which are or may be deemed to be material have been entered into by the Issuer. Copies of these contracts together with the copies of documents referred to in Para B may be inspected at the Registered & Corporate Office of the Issuer between 10.00 a.m. and 2.00 p.m. on any working day until the issue closing date. A. MATERIAL CONTRACTS a. The contracts and agreements evidencing the financial obligations of the Issuer set out in

paragraph no. 10 below (Details of other borrowings including any other issue of debt securities in the past)

b. Our Company has also entered into various assignment agreements wherein the loan receivables are

specifically assigned. The details of the same are set out below as on June 30, 2011

S.No. Particulars (Assignment)

Limit (Rs. in millions) Availment (Rs. in millions)

Date of Agreement

1. ICICI Bank Ltd 1,050 1,050 Dec 30, 2010 2. IDBI Bank Ltd 80 80 Dec 2010 3. Axis Bank Ltd 150 146 Dec 9, 2010 4. ING Vysya Bank Ltd 780 776 August 2010 5 Federal Bank 40 44 June 2010 6 Punjab National Bank 640 643 April 2010 7 Yes Bank 1,000 999 March 25,2010 8 Kotak Mahindra Bank

Ltd 820 817 Feb 25,2010

9 Dhanalakshmi Bank Ltd

6850 5849 July 30, 2010 &Aug 31,2010 &Sept 9, 2010 and Sept 29, 2010

32

10 Indusind Bank 260 260 March 24, 2011

B. DOCUMENTS a. The Memorandum and Articles of Association of the Company, as amended from time to

time. b. Certificate of Incorporation of the Company. c. Certificate of Commencement of Business. d. Financial Resource Committee Resolution dated 2nd July, 2011, authorizing issue of

Debentures offered under terms of this Disclosure Documente e. AGM Resolution providing for the Borrowing Powers of the Company. f. Letter of consent from IL&FS Trust Company Ltd. for acting as Trustee for and on behalf of

the holder(s) of the Debentures. g. Letter of consent from S.K.D.C. Consultants Limited for acting as Registrar to the Issue. h. Copy of application made to the BSE for grant of in-principle approval for listing of

Debentures. i. Annual Reports of the Issuer Company for the last five years. j. Letters from CARE conveying the credit rating for the Debentures of the Issuer Company

and the rating rationale pertaining thereto.

10. Details of other borrowings including any other issue of debt securities in the past:  The statement of unconsolidated borrowings of our Company as on March 31, 2011 is provided below:

Particulars Amount (in Rs. in million) Loan Funds (a) Secured Loans 43,723.07 (b) Unsecured Loans 12,817.03 Deposits -Debenture Application Money 20.00 Inter corporate deposits 1.64 Commercial Paper 10,007.87 Subordinate bonds 1,778.76 Subordinated debt 1,000.00 Interest accrued and due 8.76 Total Debt 56540.10

Our Company’s secured borrowings as on June 30, 3011 amount to Rs. 46,222 million. The details of the individual borrowings are set out below.

S.No. Particulars (Overdrafts/Short Term Loans/Working Capital Loans)

Limit (Rs. in million)

Availment (Rs. in million)

Date of Sanction Letter

Repayment Schedule

1. ICICI Bank Ltd 2,500 2,500 June 18, 2010

180 days

2. IDBI Bank Ltd 5,000 3,340 March 21, 2011

12 months

3. Axis Bank Ltd 500 - Oct 26, 12 months

33

2010 4. ING Vysya Bank

Ltd 100 50 Oct 11,

2010 12 months

5. Development Credit Bank

500 500 March 21, 2011

182 days

6. Punjab National Bank

1000 660 September 28, 2010

CC(1000 mill)- 12 month STL(1000 mill)- 200 days

7. South Indian Bank 1250 1,220 August 09, 2010

120 days

8. Syndicate Bank 1,000 1000 March 31, 2011

90 days

9. Yes Bank 4,000 4,000 January 21, 2011

12 months

10. Lakshmi Vilas Bank

500 500 September 15, 2010

On demand

11. Catholic Syrian Bank

350 300 March 31, 2008

On demand

12. Kotak Mahindra Bank Ltd

1180 890 July 20, 2010 On demand

13. HDFC Bank 1,000 1,000 April 8, 2011 500- 180 days, 500- 150 days

14. Dhanalakshmi Bank Ltd

980 500 Jan 22,2011 STL(Rs 500 m)-6 months CC (Rs 480 m)- 12 months

15. Tata Capital Ltd 500 500 April 21,2010 12 months(roll over quarterly)

16. Indusind Bank 740 730 September 8, 2010

STL (Rs 500 m)-180 days CC (Rs 50 m) – on demand

17. Karur Vysya Bank 250 250 July 22, 2010 365 days 18. State Bank of

India 4,000 4,000 July 29, 2009 180 days

19. Corporation Bank 2,000 2,000 March-2011 180 days 20 FEDERAL BANK 500 100 21. Central Bank of

India 3,500 715 September 4,

2010 On demand

22. Indian Overseas Bank, Thrissur

1,250 1,250 Dec 29,2010 365 days

23. Indian Overseas Bank, Mumbai

1,500 1,500 April 13, 2010

365 days

24. Union Bank of India

2,500 1,825 Dec 14, 2010 On demand

25. DBS Bank Ltd 750 750 June 22, 2010 12 months 26. State Bank of

Travancore 1,900 1,900 Rs 1000 m –

August 19,2010 Rs 900 m-December 15, 2010

6 months

27. Barclays Bank 1,000 1,000 September 2, 2010

120 days

34

28. Andhra Bank 2,500 2,500 August 27, 2010

On demand

29. Dena Bank 750 750 September 21, 2010

365 days

30. Bank of India 1,000 1,000 September 20, 2010

365 days

31. Jammu & Kashmir Bank

2,000 2,000 October 30, 2010 March 23, 2011

Rs 1000 m- 12 months and Rs 1000 m- 18 months (after 15 month- 50% to be paid & after 18 month-50%)

32. State Bank of Bikaner & Jaipur

500 300 October 29, 2010

On demand

33. UCO Bank 2,000 2,000 February 9, 2011

12 months

34. Karnataka Bank 290 291.50 December 14, 2010

12 months

35. Ratnakar Bank 500 500 January 18, 2011

6 months

36. Aditya Birla Finance Ltd

150 150 March 25, 2011

12 months (payments quarterly)

37. SICOM 750 750 May 5,2011 12 month 38 PUNJAB AND

SIND BANK 1000 1000 April 21,2011 12

39 VIJAYA BANK 1000 - 40 ORIENTAL

BANK OF COMMERCE

2000 2000

Secured Non-Convertible Debentures (as on 8th July 2011)

ISIN Face Value (in Rs.)

Coupon Rate

No. of Bonds

Maturity Date

INE522D07016 1,000,000 9.00% 250 August 16, 2011

INE522D07024 1,000,000 9.25% 250 February 18, 2012

INE522D07040 1,000,000 10.65% 1000 March 3, 2012

INE522D07057 100,000 12.00% 1000 March 28, 2013

INE522D07065 100,000 12.00% 1000 March 28, 2014

INE522D07073 100,000 12.25% 1980 March 28, 2014

INE522D07081 100,000 12.25% 1980 March 28, 2015

INE522D07099 100,000 12.25% 2640 March 28, 2016

INE522D07107 1,000,000 12.60% 1000 June 29, 2012

INE522D07115 100,000 12.25% 984 March 31, 2014

INE522D07123 100,000 12.25% 984 March 31, 2015

INE522D07131 100,000 12.25% 1312 March 31, 2016

INE522D07149 1,000,000 12.00% 500 May 15, 2012

INE522D07156 100,000 12.25% 63 May 27, 2014

INE522D07164 100,000 12.25% 63 May 27, 2015

35

INE522D07172 100,000 12.25% 84 May 27, 2016

INE522D07180 100,000 12.50% 2910 May 27, 2014

INE522D07198 100,000 12.50% 2910 May 27, 2015

INE522D07206 100,000 12.50% 3880 May 27, 2016

INE522D07214 100,000 12.00% 10 May 27, 2013

INE522D07222 100,000 12.00% 10 May 27, 2014

INE522D07230 1,000,000 12.00% 1000 June 13, 2012

INE522D07248 100,000 12.25% 500 June 14, 2013

INE522D07255 100,000 12.25% 500 June 14, 2014

INE522D07263 100,000 12.25% 300 June 17, 2014

INE522D07271 100,000 12.25% 300 June 17, 2015

INE522D07289 100,000 12.25% 400 June 17, 2016

11. Any material event/development or change at the time of issue or subsequent to issue which may affect the issue or the Investor’s decision to invest/continue to invest in the debt securities:

The Issuer Company hereby declares that there has been no material event, development or change at the time of issue which may affect the issue or the investor’s decision to invest/ continue to invest in the debt securities of the Issuer Company.

12. Particulars of the Debt Securities issued

a. For consideration other than cash, whether in whole or in part; b. At a premium or discount or; c. In pursuance of an option

The Issuer Company hereby confirms that it has not issued any debt securities or agreed to issue any debt securities for consideration other than cash, whether in whole or in part, at a premium or discount or in pursuance of an option since inception.

13. Details of Top 10 Holders of Equity and Debt Securities (As on 31st May 2011)

Equity Share Capital

Sr. No. Name of the Shareholder

Address Total Equity Shares held

Percentage of the shareholding (%)

Padma Saroj Vazhappully House P.O. Valapad Thrissur Kerala

i. V.P..Nandakumar

Pin-680567

127,996,348 30.7

C/o Kotak Mahindra Bank Limited

ii. Hudson Equity Holdings Limited

Kotak Infiniti,

37,751,920 9.06

36

Bldg. No.21, 6th Flr Zone IV, Custody Services, Infinity Park Gen. AK Vaidya Marg, Malad (E), Mumbai Pin-400097

Deutsche Bank AG DB House, Hazarimal Somani Marg, Post Box No. 1142, Fort Mumbai

iii. Smallcap World Fund Inc.

Pin-400001

27,206,407 6.53

Vazhapully House Valapad P.O

iv. Vazhoor Sankaranarayanan Sushama Trichur - 680567

24,000,039 5.76

HSBC Securities Services 2nd floor ''Shiv'', Plot no.139-140b Western Exp Highway, Sahar Rd Junction, Vile Parle (E),

v. AA Development Capital India Fund 1, LLC

Mumbai - 400057

21,784,270 5.22

J.P.Morgan Chase Bank N.A. India Sub Custody 6th Floor, Paradigm B Mindspace, malad (W),

vi. Copthall Mauritius Investment Limited

Mumbai - 400064

10,854,507 2.6

HSBC Securities Services 2nd floor ''Shiv'', Plot no.139-140b Western Exp Highway, Sahar Rd Junction, Vile Parle (E),

vii. Swiss Finance Corporation (Mauritius)

Mumbai - 400057

10,836,343 2.6

HSBC Securities Services 2nd floor ''Shiv'', Plot no.139-140b Western Exp Highway, Sahar Rd Junction, Vile Parle (E),

viii. Sloane Robinson LLP A/c SR Global

Mumbai – 400057

8,652,834 2.08

Citibank NA, custody services,

3rd Flr, Trent House,

ix. CLSA (Mauritius) Limited

G Block, Plot no. 60,

7,670,707 1.84

37

BKC, Bandra (E) Mumbai - 400051

HSBC Securities Services 2nd floor ''Shiv'', Plot no.139-140b Western Exp Highway, Sahar Rd Junction, Vile Parle (E),

x. Wellington Management Company, LLP A/c

Mumbai - 400057

7,451,950 1.79

TOTAL 284,205,325 68.18

Preference Share Capital

Sr. No. Shareholder No. Of Shares Number of

Preference Shares Amount

(Rs. In Crs) %

1 Nil Nil

Secured Non Convertible Debentures issued on Private Placement Basis in each series (as on 8th July 2011)

MFL Secured NCD- 12.25% - Series B-1 Maturity Date: March 28, 2014 ISIN – INE 522D07073 Face Value: Rs. 100,000

Sr. No.

Name of the debenture holder

Address Total debentures held

Percentage of the holding (%)

i. Axis Bank Limited A Wing, 3rd Floor, Bezzola Complex, Suman Nagar, Sion Trombay Road, Chembur, Mumbai - 400071

1,500 75.75

ii. Bank of Maharashtra Apeejay House, 1st Floor, 130 Dr. V.B. Gandhi Marg,Fort, Mumbai – 400001

300 15.15

iii. Bank of Maharashtra Employees Provident Fund

1501, Shivaji Nagar, Lokmangal, Pune - 411005

90 4.55

iv. Bank of Maharashtra Employees Pension Fund

1501, Shivaji Nagar, Lokmangal, Pune - 411005

90 4.55

TOTAL 1,980 100

MFL Secured NCD- 12.25%- Series B-2 Maturity Date: March 28, 2015 ISIN – INE 522D07081 Face Value: Rs. 100,000

38

Sr. No.

Name of the debenture holder

Address Total debentures held

Percentage of the holding (%)

i. Axis Bank Limited A Wing, 3rd Floor, Bezzola Complex, Suman Nagar, Sion Trombay Road, Chembur, Mumbai - 400071

1,500 75.75

ii. Bank of Maharashtra Apeejay House, 1st Floor, 130 Dr. V.B. Gandhi Marg,Fort, Mumbai – 400001

300 15.15

iii. Bank of Maharashtra Employees Provident Fund

1501, Shivaji Nagar, Lokmangal, Pune - 411005

90 4.55

iv. Bank of Maharashtra Employees Pension Fund

1501, Shivaji Nagar, Lokmangal, Pune - 411005

90 4.55

TOTAL 1,980 100

MFL Secured NCD- 12.25%- Series B-3 Maturity Date: March 28, 2016 ISIN – INE 522D07099 Face Value: Rs. 100,000

Sr. No.

Name of the debenture holder

Address Total debentures held Percentage of the holding

(%) i. Axis Bank Limited A Wing, 3rd Floor,

Bezzola Complex, Suman Nagar, Sion Trombay Road, Chembur, Mumbai - 400071

2,000 75.75

ii. Bank of Maharashtra

Apeejay House, 1st Floor, 130 Dr. V.B. Gandhi Marg, Fort, Mumbai – 400001

400 15.15

iii. Bank of Maharashtra Employees Provident Fund

1501, Shivaji Nagar, Lokmangal, Pune - 411005

120 4.55

iv. Bank of Maharashtra Employees Pension Fund

1501, Shivaji Nagar, Lokmangal, Pune - 411005

120 4.55

TOTAL 2,640 100 MFL Secured NCD- 12.25% - Series B-4 Maturity Date: March 31, 2014 ISIN – INE 522D07115 Face Value: Rs. 100,000

Sr. No.

Name of the debenture holder Address Total debentures held

Percentage of the holding (%)

i. UCO Bank, Treasury Branch, 750 76.22

39

Sr. No.

Name of the debenture holder Address Total debentures held

Percentage of the holding (%)

UCO Building, Mezzanine Floor, 359 Dr. DN Road, Fort, Mumbai - 400001

ii. Dena Bank Employees Gratuity Fund

Sharda Bhavan, 1st Floor, V.M. Marg, Juhu Ville Parle Mumbai - 400056

114 11.58

iii. Bank of Maharashtra Employees Provident Fund

1501, Shivaji Nagar, Lokmangal, Pune - 411005

60 6.10

iv. Bank of Maharashtra Employees Pension Fund

1501, Shivaji Nagar, Lokmangal, Pune - 411005

60 6.10

TOTAL 984 100

MFL Secured NCD- 12.25% - Series B-5 Maturity Date: March 31, 2015 ISIN – INE 522D07123 Face Value: Rs. 100,000

Sr. No.

Name of the debenture holder Address Total debentures held

Percentage of the holding (%)

i. UCO Bank,

Treasury Branch,UCO Building, Mezzanine Floor, 359 Dr. DN Road, Fort, Mumbai - 400001

750 76.22

ii. Dena Bank Employees Gratuity Fund

Sharda Bhavan, 1st Floor, V.M. Marg, Juhu Ville Parle Mumbai - 400056

114 11.58

iii. Bank of Maharashtra Employees Provident Fund

1501, Shivaji Nagar, Lokmangal, Pune - 411005

60 6.10

iv. Bank of Maharashtra Employees Pension Fund

1501, Shivaji Nagar, Lokmangal,

60 6.10

40

Sr. No.

Name of the debenture holder Address Total debentures held

Percentage of the holding (%)

Pune - 411005 TOTAL 984 100

MFL Secured NCD- 12.25%- Series B-6 Maturity Date: March 31, 2016 ISIN – INE 522D07131 Face Value: Rs. 100,000

Sr. No.

Name of the debenture holder

Address Total debentures held

Percentage of the holding (%)

i. UCO Bank,

Treasury Branch, UCO Building, Mezzanine Floor, 359 Dr. DN Road, Fort, Mumbai - 400001

1,000 76.22

ii. Dena Bank Employees Gratuity Fund

Sharda Bhavan, 1st Floor, V.M. Marg, Juhu Ville Parle Mumbai - 400056

152 11.58

iii. Bank of Maharashtra Employees Provident Fund

1501, Shivaji Nagar,Lokmangal, Pune - 411005

80 6.10

iv. Bank of Maharashtra Employees Pension Fund

1501, Shivaji Nagar,Lokmangal, Pune - 411005

80 6.10

TOTAL 1,312 100 MFL Secured NCD-10.65% Maturity Date: March 3, 2012 ISIN – INE 522D07040 Face Value: Rs. 1,000,000

Sr. No.

Name of the debenture holder

Address Total debentures held

Percentage of the holding (%)

i. Reliance Capital Trustee Co. Ltd. A/c Reliance Floating Rate Fund – Short Plan

Deutsche Bank AG, DB House, Hazarimal Somani Marg, Post Box No. 1142, Fort, Mumbai - 400001

500 50.00

ii. Hero Honda Motors Limited

HDFC Bank Limited, Custody Services, Lodha – I Think Techno Campus, Off Floor 8, Kanjunmarg (E) Mumbai - 400042

250 25.00

iii. Nomura Capital (India) Limited

HSBC Securities Services, 2nd Floor, Shiv, Plot No. 139-140B, Western Express Highway, Saghar Road Junction, Ville Parle (E), Mumbai - 400057

250 25.00

41

Sr. No.

Name of the debenture holder

Address Total debentures held

Percentage of the holding (%)

TOTAL 1,000 100

MFL Secured NCD-9.25% Maturity Date: February 18, 2012 ISIN – INE 522D07024 Face Value: Rs. 1,000,000

Sr. No.

Name of the debenture holder

Address Total debentures held

Percentage of the holding (%)

i. Bank of India

Treasury Branch, Head Office, Star House, 7th Floor, Bandra Kurla Complex, Bandra (East), Mumbai - 400051

250 100.00

MFL Secured NCD-9.00% Maturity Date: August 16, 2011 ISIN – INE 522D07016 Face Value: Rs. 1,000,000

Sr. No.

Name of the debenture holder

Address Total debentures held

Percentage of the holding (%)

i. Central Bank of India

Central Bank of India, Treasury Department,Chandramukhi Building, Nariman Point, Mumbai - 400021

250 100.00

MFL Secured NCD-12.00%%- Series A-1 Maturity Date: March 28, 2013 ISIN – INE 522D07057 Face Value: Rs. 100,000

Sr. No.

Name of the debenture holder

Address Total debentures held

Percentage of the holding (%)

i. Corporation Bank

Corporation Bank, General Account, Investment Division, 15 Mittal Chambers, 1st Floor, Nariman Point, Mumbai - 400021

1000 100.00

MFL Secured NCD-12.00%- Series A-2 Maturity Date: March 28, 2014 ISIN – INE 522D07065 Face Value: Rs. 100,000

42

Sr. No.

Name of the debenture holder

Address Total debentures held

Percentage of the holding (%)

i. Corporation Bank

Corporation Bank, General Account, Investment Division, 15 Mittal Chambers, 1st Floor, Nariman Point, Mumbai - 400021

1000 100.00

MFL Secured NCD-12.60% Maturity Date: June 29, 2012 ISIN – INE 522D07107 Face Value: Rs. 1,000,000

Sr. No.

Name of the debenture holder

Address Total debentures held

Percentage of the holding (%)

i. Reliance Capital Trustee Co. Ltd. A/c Reliance Floating Rate Fund – Short Plan

Deutsche Bank AG, DB House, Hazarimal Somani Marg, Post Box No. 1142, Fort, Mumbai - 400001

1000 100.00

MFL Secured NCD- 12% Maturity Date: May 15, 2012 ISIN – INE 522D07149 Face Value: Rs. 1,000,000

Sr. No.

Name of the debenture holder Address Total debentures held

Percentage of the holding (%)

i. Morgan Stanley India Capital Private Limited

HSBC Securities Services 2nd floor ''Shiv'', Plot no.139-140b Western Exp Highway, Sahar Rd Junction, Vile Parle (E), Mumbai - 400057

500 100.00

TOTAL 1,000 100

MFL Secured NCD- 12.25% Maturity Date: May 27, 2014 ISIN – INE 522D07156 Face Value: Rs. 100,000

Sr. No.

Name of the debenture holder

Address Total debentures

held

Percentage of the holding (%)

i. Akshay Kumar Bhatia and Aruna Bhatia

GR2, Ground Floor, Prime Beach I, Gandhigram Road, Juhu, Santacruz (West), Mumbai – 400049

60 95.24

ii. Amit Asharatan Pachisia and Asharatan Shivchand

11, Dream Queen, V.P. Road,

3 4.76

43

Sr. No.

Name of the debenture holder

Address Total debentures

held

Percentage of the holding (%)

Pachisia Santacruz (West), Mumbai 400054

TOTAL 63 100

MFL Secured NCD- 12.25% Maturity Date: May 27, 2015 ISIN – INE 522D07164 Face Value: Rs. 100,000

Sr. No.

Name of the debenture holder

Address Total debentures

held

Percentage of the holding (%)

i. Akshay Kumar Bhatia and Aruna Bhatia

GR2, Ground Floor, Prime Beach I, Gandhigram Road, Juhu, Santacruz (West), Mumbai – 400049

60 95.24

ii. Amit Asharatan Pachisia and Asharatan Shivchand Pachisia

11, Dream Queen, V.P. Road, Santacruz (West), Mumbai 400054

3 4.76

TOTAL 63 100

MFL Secured NCD- 12.25% Maturity Date: May 27, 2016 ISIN – INE 522D07172 Face Value: Rs. 100,000

Sr. No.

Name of the debenture holder

Address Total debentures

held

Percentage of the holding (%)

i. Akshay Kumar Bhatia and Aruna Bhatia

GR2, Ground Floor, Prime Beach I, Gandhigram Road, Juhu, Santacruz (West), Mumbai – 400049

80 95.24

ii. Amit Asharatan Pachisia and Asharatan Shivchand Pachisia

11, Dream Queen, V.P. Road, Santacruz (West), Mumbai 400054

4 4.76

TOTAL 84 100

MFL Secured NCD- 12.50% Maturity Date: May 27, 2014 ISIN – INE 522D07180 Face Value: Rs. 100,000 Sr. No. Name of the debenture

holder Address Total

debentures held

Percentage of the holding (%)

i. Axis Bank Limited A Wing, 3rd Floor, Bezzola Complex, Suman Nagar, Sion Trombay Road, Chembur,

2,400 82.47

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Sr. No. Name of the debenture holder

Address Total debentures

held

Percentage of the holding (%)

Mumbai - 400071 ii. Bank of Maharashtra Apeejay House, 1st

Floor, 130 Dr. V.B. Gandhi Marg, Fort, Mumbai – 400001

300 10.31

iii. Dena Bank Employee’s Provident Fund

Sharda Bhavan, 1st Floor, V.M. Marg, Juhu Ville Parle Mumbai - 400056

105 3.61

iv. Dena Bank Employee’s Pension Fund

Sharda Bhavan, 1st Floor, V.M. Marg, Juhu Ville Parle Mumbai - 400056

105 3.61

TOTAL 2,910 100

MFL Secured NCD- 12.50% Maturity Date: May 27, 2015 ISIN – INE 522D07198 Face Value: Rs. 100,000 Sr. No. Name of the debenture

holder Address Total

debentures held

Percentage of the holding (%)

i. Axis Bank Limited A Wing, 3rd Floor, Bezzola Complex, Suman Nagar, Sion Trombay Road, Chembur, Mumbai - 400071

2,400 82.47

ii. Bank of Maharashtra Apeejay House, 1st Floor, 130 Dr. V.B. Gandhi Marg, Fort, Mumbai – 400001

300 10.31

iii. Dena Bank Employee’s Provident Fund

Sharda Bhavan, 1st Floor, V.M. Marg, Juhu Ville Parle Mumbai - 400056

105 3.61

iv. Dena Bank Employee’s Pension Fund

Sharda Bhavan, 1st Floor, V.M. Marg, Juhu Ville Parle Mumbai - 400056

105 3.61

TOTAL 2,910 100

MFL Secured NCD- 12.50% Maturity Date: May 27, 2016

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ISIN – INE 522D07206 Face Value: Rs. 100,000 Sr. No. Name of the debenture

holder Address Total debentures

held Percentage of the

holding (%) i. Axis Bank Limited A Wing, 3rd Floor,

Bezzola Complex, Suman Nagar, Sion Trombay Road, Chembur, Mumbai - 400071

3,200 82.47

ii. Bank of Maharashtra Apeejay House, 1st Floor, 130 Dr. V.B. Gandhi Marg, Fort, Mumbai – 400001

400 10.31

iii. Dena Bank Employee’s Provident Fund

Sharda Bhavan, 1st Floor, V.M. Marg, Juhu Ville Parle Mumbai - 400056

140 3.61

iv. Dena Bank Employee’s Pension Fund

Sharda Bhavan, 1st Floor, V.M. Marg, Juhu Ville Parle Mumbai - 400056

140 3.61

TOTAL 3,880 100

MFL Secured NCD- 12% Maturity Date: May 27, 2013 ISIN – INE 522D07214 Face Value: Rs. 100,000 Sr. No. Name of the debenture

holder Address Total debentures

held Percentage of the

holding (%) i. Moiz Vaswadawala and

Anisa Moiz Vaswadawala A – 1303, Floor 13, 2 Infinity, CS 103, Shivdas Chapsi Marg, Mazgaon, Mumbai – 400 010

5 50.00

ii. Heminiben Jariwala and Pareshbhai Jariwala

Zenith Sil Mills Pvt. Ltd. Vadtal Devdi Road, Surat – 395 008

5 50.00

TOTAL 10 100

MFL Secured NCD- 12% Maturity Date: May 27, 2014 ISIN – INE 522D07222 Face Value: Rs. 100,000 Sr. No. Name of the debenture

holder Address Total debentures

held Percentage of the

holding (%)

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Sr. No. Name of the debenture holder

Address Total debentures held

Percentage of the holding (%)

i. Moiz Vaswadawala and Anisa Moiz Vaswadawala

A – 1303, Floor 13, 2 Infinity, CS 103, Shivdas Chapsi Marg, Mazgaon, Mumbai – 400 010

5 50.00

ii. Heminiben Jariwala and Pareshbhai Jariwala

Zenith Sil Mills Pvt. Ltd. Vadtal Devdi Road, Surat – 395 008

5 50.00

TOTAL 10 100

MFL Secured NCD- 12% Maturity Date: June 13, 2012 ISIN – INE 522D07230 Face Value: Rs. 1,000,000 Sr. No. Name of the debenture

holder Address Total debentures

held Percentage of the

holding (%) i. Kotak Mahindra Trustee

Company Limited A/c Kotak Credit Opportunities Fund

DB House, Hazarimal Somani Marg, Post Box No. 1142, Fort Mumbai Pin-400001

600 60.00

ii. Kotak Mahindra Trustee Company Limited

DB House, Hazarimal Somani Marg, Post Box No. 1142, Fort Mumbai Pin-400001

400 40.00

TOTAL 1,000 100

MFL Secured NCD- 12.25% Maturity Date: June 14, 2013 ISIN – INE 522D07248 Face Value: Rs. 100,000 Sr. No. Name of the debenture

holder Address Total debentures

held Percentage of the

holding (%) i. Oriental Bank of

Commerce Treasury Department, A 30 33 A-Block, 1st Floor, Connaught Place, New Delhi – 110 001

500 100

MFL Secured NCD- 12.25% Maturity Date: June 14, 2014 ISIN – INE 522D07255 Face Value: Rs. 100,000 Sr. No. Name of the debenture

holder Address Total debentures

held Percentage of the

holding (%)

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Sr. No. Name of the debenture holder

Address Total debentures held

Percentage of the holding (%)

i. Oriental Bank of Commerce

Treasury Department, A 30 33 A-Block, 1st Floor, Connaught Place, New Delhi – 110 001

500 100

MFL Secured NCD- 12.25% Maturity Date: June 17, 2014 ISIN – INE 522D07263 Face Value: Rs. 100,000 Sr. No. Name of the debenture

holder Address Total debentures

held Percentage of the

holding (%) i. Bank of Maharashtra

Employees Pension 1501, Lokmangal, Shivajinagar, Pune – 411 005

150 50.00

ii. Bank of Maharashtra Employees Gratuity

1501, Lokmangal, Shivajinagar, Pune – 411 005

150 50.00

TOTAL 300 100

MFL Secured NCD- 12.25% Maturity Date: June 17, 2015 ISIN – INE 522D07271 Face Value: Rs. 100,000 Sr. No. Name of the debenture

holder Address Total debentures

held Percentage of the

holding (%) i. Bank of Maharashtra

Employees Pension 1501, Lokmangal, Shivajinagar, Pune – 411 005

150 50.00

ii. Bank of Maharashtra Employees Gratuity

1501, Lokmangal, Shivajinagar, Pune – 411 005

150 50.00

TOTAL 300 100

MFL Secured NCD- 12.25% Maturity Date: June 17, 2016 ISIN – INE 522D07289 Face Value: Rs. 100,000 Sr. No. Name of the debenture

holder Address Total debentures

held Percentage of the

holding (%) i. Bank of Maharashtra

Employees Pension 1501, Lokmangal, Shivajinagar, Pune – 411 005

200 50.00

ii. Bank of Maharashtra Employees Gratuity

1501, Lokmangal, Shivajinagar, Pune – 411 005

200 50.00

TOTAL 400 100

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Secured Non Convertible Debentures issued on Retail Basis (as on 8th July 2010)

Sr. No.

Name of the holder

Address Total units held Percentage of the holding (%)

i. Lathika Vijayaraghava

Kokkala,

Thrissur 10,300 0.52

ii. Bright Credits and Real Estates (P) Ltd.

St. Thomas College Road,

Thrissur 10,000 0.52

iii. Bright Kuries and Loans Pvt. Ltd.

St. Thomas College Road,

Thrissur 2,500 0.13

iv. M. Vinod Chandran

4/450 Gul Mohar House,

Manikkassery 2,300 0.12

v. Juguna. G. Panikkaparambil

Saw Mill road,

Koorkenchery, Thrissur 2,000 0.10

vi.

Mandaralakshmi

Swandanam,

Kalladikode, Palakkad 2,000 0.10

vii.

M.V. Premkumar

Marath House,

Edamuttam, Thrissur 1,900 0.10

viii.

Sarita Rahul Sable

B Flat No, 401, Florida County,

Keshav Nagar,

Mundhwa, Pune 1,600 0.08

ix.

Kunjimoithu

Pazhampulliparambil House,

Pazhuvil, Thrissur 1,500 0.08

x.

Kesavan. N

Kodillathu Madam,

Vatanappally, Thrissur 1,400 0.07

1. TOTAL 2. 36,500 3. 1.82

Subordinate Bondholders (as on 8th July 2011)

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4. Sr. No.

5. Name of the holder

6. Address 7. Total units held

8. Percentage of the

holding (%)

i. A.R. Chadha & Co India Private limited

Off No:8, 1st Floor, Atma Ram Mansion, Connaught Circus 31,000 1.67

ii. M/s Atma Ram Properties Pvt. Ltd.

Off No:8, 1st Floor, Atma Ram Mansion, Connaught Circus 19,000 1.02

iii. Pushpabai K. Seksaria

Seksaria Chambers, 4th floor 139, Nagindas Master Road, Fort, Mumbai 10,000 0.54

iv. Ramadas M.R. Pillai

Manakkattampally, Muhamma P. O., Trivandrum 6,000 0.32

v.

Som Mittal

F15 Ground Floor, Hauz Khas Enclave, Hauz Khas, Bangalore 5,000 0.27

vi. Jitha Prasad

T.C.24/934, Brindavan, Thycaud, Trivandrum 5,000 0.27

vii. Krishna Prasad

T.C.24/934, Brindavan, Thycaud, Trivandrum 5,000 0.27

viii. Mukta Devi Bagla

No: 11, Langford Town , Bangalore 4,000 0.22

ix.

Srawan Kumar Bagla

No-11,Bride Street, LangFord, C M P Centre & School, Bangalore 4,000 0.22

x.

Bala Mahadevan

301,Shanti Nilaya Apartments, House No.60, 15th Cross Malleshwaram, Bangalore 3,000 0.16

TOTAL 92,000 4.96

14. Undertaking to use a Common Form of Transfer The issue of the Debentures shall be made in Demat form. However, the Issuer will use a common transfer form for physical Debentures if at a later stage there is any holding in physical form due to the depository giving any investor the option to rematerialize the Debentures.

15. Redemption Amount, Period of Maturity and Yield on redemption Redemption Amount Rs. 1 Mn per debenture Period of Maturity 390 days from the NCD Issuance date Yield on redemption 12.5% p.a. if held to maturity. Coupon There is no coupon on the bond Nature of Instrument Rated, Listed, Secured, Redeemable Zero Coupon Non-Convertible

Debentures

16. Information relating to the terms of offer or purchase

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For information relating to the terms of offer or purchase, please refer to the terms and conditions of the Debentures as set out in the Term Sheet, attached as Annexure 1 to this Information Memorandum.

17. The discount at which such offer is made and the effective price for the Investors

as a result of such discount. Each debenture is issued at a discount of INR 118,300 and hence the issue price for each Debenture bearing a face value of INR 1,000,000 is INR 881,700

18. The Debt equity ratio prior to and after issue of the debt security.

(In Mn INR)

Particulars Pre-Issue (as per latest audited Balance Sheet as on

Mar 31, 2011)

Post Issue of Debentures (basoutstanding debt as on Mar 31

LOAN FUNDS

Bank Loans 38707.5 38707.5

Non-Convertible Debentures 5015.5 5015.5

Fresh Issue of Debentures 500

Unsecured Funds 12817 12817

TOTAL LOAN FUNDS 56540.1 57040

SHAREHOLDERS’ FUNDS

Share Capital 833.7 833.7

Reserves & Surplus (excluding Revaluation Reserve)

18405.8 18405.8

TOTAL SHAREHOLDERS’ FUNDS 19239.6 19239.6

DEBT/ EQUITY RATIO 2.94 2.96

19. Servicing behaviour on existing debt securities, payment of due interest on due dates on term loans and debt securities

The Issuer has serviced all payments (including interest) on existing debt securities and term loans in a timely manner.

20. Permission and consent from creditors for a second or pari passu charge being

created in favour of the Debenture Trustee to the proposed issue The Issuer does not require consent from its creditors for the issuance of Debentures under this Information Memorandum, or with respect to the security which is proposed to be created in relation to these Debentures.

21. Names of the Debenture Trustee and Consents thereof The debenture trustee of the proposed debenture is IL&FS Trust Company Limited (“ITCL”). IL&FS Trust Company Limited has given its written consent for its appointment as Debenture Trustee to the Issue and inclusion of its name in the form and context in which it appears in this

51

Information Memorandum. The consent letter from Debenture Trustee is attached as Annexure 3 Further, the Company and the Debenture Trustee will execute a Debenture Trustee Agreement.

22. Rating and Rating Rationale CARE has assigned a rating of “CARE AA-” to the Debentures. This rating is considered to offer adequate credit quality in terms of timely servicing of debt obligations. The letter dated July 11, 2011 from CARE reaffirming the credit rating abovementioned and the letter dated April 25, 2011 issued by CARE disclosing the rating rationale adopted for the aforesaid rating are attached as Annexure 2 to this Information Memorandum. 23. Listing The Debentures are proposed to be listed on the WDM segment of the BSE. The Issuer shall comply with the requirements of the listing agreement for debt securities to the extent applicable to it on a continuous basis. The in-principle approval of the BSE has been obtained in this regard. Designated Stock Exchange The Bombay Stock Exchange of India Ltd. Phiroze Jeejeebhoy Towers Dalal Street Mumbai – 400 001 Phone: 91-22-22721233/4 Fax: 91-22-22721919

24. A summary term sheet with brief prescribed information pertaining to the non-

convertible debt securities (or a series thereof) (where relevant) Attached as Annexure 1 to this Information Memorandum.

25. Governing Law “The Debentures offered are subject to provisions of the Companies Act, 1956, Securities Contract Regulation Act, 1956, terms of this Disclosure Document, Instructions contained in the Application Form and other terms and conditions as may be incorporated in the Debenture Trustee Agreement . Over and above such terms and conditions, the Debentures shall also be subject to the applicable provisions of the Depositories Act 1996 and the laws as applicable, guidelines, notifications and regulations relating to the allotment & issue of capital and listing of securities issued from time to time by the Government of India (GoI), Reserve Bank of India (RBI), Securities & Exchange Board of India (SEBI), concerned Stock Exchange or any other authorities and other documents that may be executed in respect of the Debentures. Any disputes arising out of this issue will be subject to the governing law and arbitration clause set out in Annex 1. The proceeds of this issue will be used by the company for its regular business purpose” 26. Underwriting of the issue This issue of Debentures has not been underwritten. 27. Tax Benefits A Debenture Holder is advised to consider in his own case the tax implications in respect of subscription to the Debentures after consulting his tax advisor.

28. Security

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The Debentures and all other amount payable in relation to the same will be secured through (a) a charge over specific loan receivables of certain branches of the Company (the “Hypothecated Assets”) Prior to issuance, and periodically thereafter, the Company will provide the Debenture Trustee with a list of such loan receivables in an aggregate amount sufficient to provide at least a 1.1:1.00 security cover.

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Other Information and Issue Procedure

The Debentures being offered as part of the Issue are subject to the provisions of the Act, the Memorandum and Articles of Association of the Issuer, the terms of this Information Memorandum, Application Form and other terms and conditions as may be incorporated in the Debenture Trustee Agreement. Mode of Transfer/Transmission of Debentures The Debentures shall be transferable freely to all classes of eligible investors. The Debenture(s) shall be transferred and/or transmitted in accordance with the applicable provisions of the Act and other applicable laws. The provisions relating to transfer, transmission and other related matters in respect of shares of the Issuer contained in the Articles of Association and the Act shall apply, mutatis mutandis (to the extent applicable to debentures), to the Debentures as well. The Debentures held in dematerialized form shall be transferred subject to and in accordance with the rules/procedures as prescribed by NSDL/CDSL and the relevant DPs of the transferor or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the record date. In the absence of the same, interest will be paid/redemption will be made to the person, whose name appears in the register of debenture holders maintained by the Depositories under all circumstances. In cases where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in dematerialised form. The seller should give delivery instructions containing details of the buyer’s DP account to his DP. Investors may note that subject to applicable law, the Debentures would be issued and traded in dematerialised form only. Debentures held in Dematerialised form The Debentures shall be held in dematerialised form and no action is required on the part of the Debenture Holder(s) for redemption purposes and the redemption proceeds will be paid by cheque/fund transfer/RTGS to those Debenture Holder(s) whose names appear on the list of beneficiaries provided by the Depositories to the Issuer. The names would be as per the Depositories’ records on the relevant record date fixed for the purpose of redemption. All such Debentures will be simultaneously redeemed through appropriate debit corporate action. The list of beneficiaries as of the relevant record date setting out the relevant beneficiaries’ name and account number, address, bank details and DP’s identification number will be given by the Depositories to the Issuer and the Registrar. If permitted, the Issuer may transfer payments required to be made in any relation by electronic transfer of funds/RTGS to the bank account of the Debenture Holder(s) for redemption payments. Trustee for the Debenture Holder(s) The Issuer has appointed IL&FS Trust Company Limited to act as trustee for the Debenture Holder(s). The Issuer and the Debenture Trustee intends to enter into the Debenture Trustee Agreement inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer. The Debenture Holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Debentures as

54

the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the Debenture Holder(s). Any payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s). The Debenture Trustee will protect the interest of the Debenture Holder(s) in regard to the timely payment of interest and repayment of principal and they will take necessary action, subject to and in accordance with the Debenture Trustee Agreement, at the cost of the Issuer. No Debenture Holder shall be entitled to proceed directly against the Issuer unless the Debenture Trustee, having become so bound to proceed, fails to do so. The Debenture Trustee Agreement shall more specifically set out the rights and remedies of the Debenture Holder(s) and the manner of enforcement thereof. Sharing of Information The Issuer may, at its option, but subject to applicable laws, use on its own, as well as exchange, share or part with any financial or other information about the Debenture Holder(s) available with the Issuer, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Issuer nor its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information. Debenture Holder not a Shareholder Subject to the Debenture Trustee Agreement, the Debenture Holder(s) shall not be entitled to any right and privileges of shareholders other than those available to them under the Act. The Debentures shall not confer upon the Debenture Holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer. Modification of Debentures/Information Memorandum The Debenture Trustee and the Issuer will agree to make any modifications in the Information Memorandum which in the opinion of the Debenture Trustee is of a formal, minor or technical nature or is to correct a manifest error. Any other change or modification to the terms of the Debentures shall require approval by the Majority Debenture Holders. For the avoidance of doubt, the following matters require the consent of Majority Debenture Holders, either by providing their express consent in writing or by way of a resolution at a duly convened meeting of the Debenture Holders:

a. Creating of any additional security; and b. Amendment to the terms and conditions of the Debentures or the Debenture Documents.

Right to Accept or Reject Applications The Board of Directors/Committee of Directors reserves its full, unqualified and absolute right to accept or reject any application for subscription to the Debentures, in part or in full, without assigning any reason thereof. Notices

55

Any notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holders through registered post, recognized overnight courier service, hand delivery or by facsimile transmission addressed to such Debenture Holder at its/his registered address or facsimile number. All notice(s) to be given by the Debenture Holder(s) to the Issuer/ Debenture Trustee shall be sent by registered post, recognized overnight courier service, hand delivery or by facsimile transmission to the Issuer or to such persons at such address/ facsimile number as may be notified by the Issuer from time to time through suitable communication. All correspondence regarding the Debentures should be marked “Private Placement of Debentures”. Notice(s) shall be deemed to be effective (a) in the case of registered mail, 3 (three) calendar days after posting; (b) 1 (One) Business Day after delivery by recognized overnight courier service, if sent for next business day delivery (c) in the case of facsimile at the time when dispatched with a report confirming proper transmission or (d) in the case of personal delivery, at the time of delivery. Issue Procedure Only eligible investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format in BLOCK LETTERS in English as per the instructions contained therein. The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant application form. No application can be made for a fraction of a Debenture. Application forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected. The name of the applicant’s bank, type of account and account number must be duly completed by the applicant. This is required for the applicant’s own safety and these details will be printed on the refund orders and /or redemptions warrants. An application form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the application form and crossed “Account Payee Only”. Cheque(s) or demand draft(s) may be drawn on any bank including a co-operative bank, which is a member or a sub-member of the bankers clearing house located at Mumbai. If permitted, the applicant may transfer payments required to be made in any relation by electronic transfer of funds/RTGS, to the bank account of the Issuer as per the details mentioned in the application form. Application Procedure Potential investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum during the period between the Issue Opening Date and the Issue Closing Date (both dates inclusive). The Issuer reserves the right to change the issue schedule including the Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue will be open for subscription during the banking hours on each day during the period covered by the Issue Schedule. Fictitious Application As a matter of abundant caution and although not applicable in case of debentures, attention of applicants is specially drawn to the provisions of subsection (1) of Section 68A of the Companies Act, 1956: “Any person who: (a) makes in a fictitious name an application to a company for acquiring, or subscribing for, any shares therein, or (b) otherwise induces a company to allot, or register any transfer of, shares therein, to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years”.

56

Basis of Allotment Notwithstanding anything stated elsewhere, Issuer reserves the right to accept or reject any application, in part or in full, without assigning any reason. Subject to the aforesaid, in case of over subscription, priority will be given to Investors on a first come first serve basis. The investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment. Deemed Date of Allotment for the Issue is July 29, 2011 by which date Investors would be intimated of allotment. Payment Instructions Upon receipt of intimation of allotment, application form along with cheque(s)/draft(s) favouring “Manappuram Finance Limited”, crossed “Account Payee Only” should be tendered through the Sole Arranger. The entire amount of Rs. 881,700/- (Rs. Eight Hundred Eighty One Thousand Seven Hundred only) per Debenture is payable on application. Applicants can alternatively remit the application amount through RTGS on Pay-In Date. The RTGS details of the Issuer are as under: IFSC Code: UTIB0000046 Bank Account No.: 046010200008310 Eligible Investors The following categories of Investors, when specifically approached, are eligible to apply for this private placement of Debentures subject to fulfilling their respective investment norms/rules and compliance with laws applicable to them by submitting all the relevant documents along with the application form: Mutual Funds Financial Institutions including non-banking finance companies Insurance Corporations Provident Funds and Pension Funds Corporates Banks FIIs Insurance Companies Individuals Investment holding companies of high net worth individuals Any other person eligible to invest in the Debentures All Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this issue of Debentures. Note: Participation by potential investors in the issue may be subject to statutory and/or regulatory requirements applicable to them in connection with subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that they comply with all regulatory requirements applicable to them, including exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice in relation to the laws applicable to them.

57

Procedure for applying for Dematerialised Facility 1. The applicant must have at least one beneficiary account with any of the DPs of NSDL/CDSL prior to making the application. 2. The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participant’s ID) appearing in the Application Form under the heading “Details for Issue of Debentures in Electronic/Dematerialised Form”. 3. Debentures allotted to an applicant will be credited to the applicant’s respective beneficiary account(s) with the DP. 4. For subscribing to the Debentures, names in the Application Form should be identical to those appearing in the details in the depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details in the Depository. 5. Non-transferable allotment advice/refund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue. 6. If incomplete/incorrect details are given under the heading “Details for Issue of Debentures in Electronic/Dematerialised Form” in the Application Form, it will be deemed to be an incomplete application and the same may be held liable for rejection at the sole discretion of the Issuer. 7. For allotment of Debentures, the address, nomination details and other details of the applicant as registered with his/her DP shall be used for all correspondence with the applicant. The applicant is therefore responsible for the correctness of his/her demographic details given in the Application Form vis-a-vis those with his/her DP. In case the information is incorrect or insufficient, the Issuer would not be liable for the losses, if any. 8. The redemption amount or other benefits would be paid to those Debenture Holders whose names appear on the list of beneficial owners given by the Depositories to the Issuer as on the record date. In case of those Debentures for which the beneficial owner is not identified by the Depository as on the record date, the Issuer would keep in abeyance the payment of the redemption amount or other benefits, till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer, whereupon the redemption amount and benefits will be paid to the beneficiaries, as identified.

Market Lot

The market lot will be one Debenture (“Market Lot”). Since the Debentures are being issued only in dematerialised form, odd lots will not arise either at the time of issuance or at the time of transfer of Debentures.

Depository Arrangements

The Issuer shall make necessary arrangement with CDSL and NSDL for issue and holding of Debenture in dematerialised form. List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant record date. This shall be the list, which will be used for payment or repayment of redemption monies. Application under Power of Attorney

58

A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories of the Investor and the tax exemption certificate/document of the Investor, if any, must be lodged along with the submission of the completed application form. Further modifications/additions in the power of attorney or authority should be notified to the Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the Issuer from time to time through a suitable communication. In case of an application made by companies under a power of attorney or resolution or authority, a certified true copy thereof along with memorandum and articles of association and/or bye-laws along with other constitutional documents must be attached to the application form at the time of making the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto. Names and specimen signatures of all the authorized signatories must also be lodged along with the submission of the completed application. Procedure for application by Mutual Funds and Multiple Applications In case of applications by mutual funds and venture capital funds, a separate application must be made in respect of each scheme of an Indian mutual fund/venture capital fund registered with the SEBI and such applications will not be treated as multiple application, provided that the application made by the asset management company/trustee/custodian clearly indicated their intention as to the scheme for which the application has been made. The application forms duly filled shall clearly indicate the name of the concerned scheme for which application is being made and must be accompanied by certified true copies of SEBI registration certificate Resolution authorizing investment and containing operating instructions Specimen signature of authorized signatories Documents to be provided by Investors Investors need to submit the following documents, as applicable Memorandum and Articles of Association or other constitutional documents Resolution authorising investment Certified true copy of Power of Attorney Specimen signatures of the authorised signatories duly certified by an appropriate authority SEBI registration certificate (for Mutual Funds) Copy of PAN card to be submitted Application form (including RTGS details) Applications to be accompanied with bank account details Every application shall be required to be accompanied by the bank account details of the applicant and the magnetic ink character reader code of the bank for the purpose of availing direct credit of redemption amount and all other amounts payable to the Debenture Holder(s) through electronic transfer of funds or RTGS. Succession In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the executor or administrator of the concerned Debenture Holder(s), or the other legal representative

59

as having title to the Debenture(s). The Issuer shall not be bound to recognize such executor or administrator or other legal representative as having title to the Debenture(s), unless such executor or administrator obtains probate or letter of administration or other legal representation, as the case may be, from a court in India having jurisdiction over the matter. The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or other legal representation, in order to recognize such holder as being entitled to the Debenture(s) standing in the name of the concerned Debenture Holder on production of sufficient documentary proof and/or an indemnity. Mode of Payment All payments must be made through cheque(s)/draft(s)/transfers/RTGS as set out in the application form. Effect of Holidays In case any payment date falls on a day which is not a Business Day in Mumbai, the payment date shall roll over to the next business day, unless doing so would cause the payment to be in the next calendar month, in which case the payment date is rolled to the previous business day. Tax Deduction at Source Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. For seeking TDS exemption/lower rate of TDS, relevant certificate/document must be lodged by the debenture holders at the office of the Transfer Agents of the Corporation at least 15 days before the relevant payment becoming due. Tax exemption certificate / declaration of nondeduction of tax at source on interest on application money, should be submitted along with the application form. Letters of Allotment The Debentures will be credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment. Deemed Date of Allotment All the benefits under the Debentures, will accrue to the Investor from the specified Deemed Date of Allotment. The Deemed Date of Allotment for the Issue is July 29,2011 Record Date The record date for repayment of the principal (i.e. the redemption amount) shall be 3 (three) Business Days prior to the date of redemption of such Debentures. Refunds For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures. In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application money relating to the Debentures in respect of which allotments have been

60

made, the Registrar shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess, if any. Interest on Application Money Interest shall be payable on all application monies received at the rate of 12.5% from the date of realization of the application monies by the Issuer till the date the Debenture are allotted.

PAN Number Every applicant should mention its Permanent Account Number (“PAN”) allotted under Income Tax Act, 1961, on the Application Form and attach a self attested copy as evidence. Application forms without PAN will be considered incomplete and are liable to be rejected. Payment on Redemption Payment on redemption will be made by way of cheque(s)/redemption warrant(s)/demand draft(s)/credit through RTGS system/funds transfer in the name of the Debenture Holder(s) whose names appear on the list of beneficial owners given by the Depository to the Issuer as on the record date. The Debentures shall be takes as discharged on payment of the redemption amount by the Issuer on maturity to the registered Debenture Holder(s) whose name appears in the Register of Debenture Holder(s) on the record date. On such payment being made, the Issuer will inform NSDL/CDSL and accordingly the account of the Debenture Holder(s) with NSDL/CDSL will be adjusted. The Company’s liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from Final Maturity Date. On the Issuer dispatching the amount as specified above in respect of the Debentures, the liability of the Issuer shall stand extinguished. DISCLAIMER: PLEASE NOTE THAT ONLY THOSE PERSONS TO WHOM THIS MEMORANDUM HAS BEEN SPECIFICALLY ADDRESSED ARE ELIGIBLE TO APPLY. HOWEVER, AN APPLICATION, EVEN IF COMPLETE IN ALL RESPECTS, IS LIABLE TO BE REJECTED WITHOUT ASSIGNING ANY REASON FOR THE SAME. THE LIST OF DOCUMENTS PROVIDED ABOVE IS ONLY INDICATIVE, AND AN INVESTOR IS REQUIRED TO PROVIDE ALL THOSE DOCUMENTS / AUTHORIZATIONS / INFORMATION, WHICH ARE LIKELY TO BE REQUIRED BY THE COMPANY. THE COMPANY MAY, BUT IS NOT BOUND TO REVERT TO ANY INVESTOR FOR ANY ADDITIONAL DOCUMENTS / INFORMATION, AND CAN ACCEPT OR REJECT AN APPLICATION AS IT DEEMS FIT. INVESTMENT BY INVESTORS FALLING IN THE CATEGORIES MENTIONED ABOVE ARE MERELY INDICATIVE AND THE COMPANY DOES NOT WARRANT THAT THEY ARE PERMITTED TO INVEST AS PER EXTANT LAWS, REGULATIONS, ETC. EACH OF THE ABOVE CATEGORIES OF INVESTORS IS REQUIRED TO CHECK AND COMPLY WITH EXTANT RULES/REGULATIONS/ GUIDELINES, ETC. GOVERNING OR REGULATING THEIR INVESTMENTS AS APPLICABLE TO THEM AND THE COMPANY IS NOT, IN ANY WAY, DIRECTLY OR INDIRECTLY, RESPONSIBLE FOR ANY STATUTORY OR REGULATORY BREACHES BY ANY INVESTOR, NEITHER IS THE COMPANY REQUIRED TO CHECK OR CONFIRM THE SAME.

61

62

MANAPPURAM FINANCE LIMITED (Regd. Office: – “Manappuram House”, Valapad, Thrissur, Kerala 680 567)

DEBENTURE SERIES APPLICATION FORM SERIAL NO.

ISSUE OF UPTO 500 RATED LISTED SECURED REDEEMABLE NON CONVERTIBLE DEBENTURES OF

Rs.1,000,000/- (RUPEES ONE MILLION ONLY) EACH AGGREGATING UPTO Rs. 500,000,000/- (RUPEES FIVE HUNDRED MILLION ONLY), FULLY PAID UP FOR CASH AT PAR TO THE FACE VALUE DEBENTURES APPLIED FOR: (Minimum application of 1 Debentures, in increments of 1 Debenture) Number of Debentures________ In words __________________________________ Amount Rs. __________________ in words Rupees __________________________ DETAILS OF PAYMENT: Cheque / Demand Draft No. _____________ Drawn on_____________________________________________ Funds transferred to Manappuram Finance Limited Dated ____________ Total Amount Enclosed (In Figures) _____________ (In words) ______________________________________ FIRST/SOLE APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

SECOND APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

63

THIRD APPLICANTS NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

FIRST/SOLE APPLICANT’S ADDRESS ADDRESS STREET CITY PIN PHONE FAX

FIRST/SOLE APPLICANT’S PAN/GIR NO. _____________ IT CIRCLE/WARD/DISTRICT ____ I/WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY __________ I/WE CONFIRM RESIDENTIAL STATUS AS INDIAN TAX STATUS NON EXEMPT ( ) EXEMPT ( ) (IF EXEMPT PLEASE SPECIFY) ____________ (IF EXEMPT, PLEASE PROVIDE SUPPORTING DOCUMENTS FROM INCOME TAX AUTHORITIES) I/We have read and understood the Terms and Conditions of the issue of Debentures including the Risk Factors described in the Memorandum and have considered these in making our decision to apply. I/We bind ourselves to these Terms and Conditions and wish to apply for allotment of these Debentures. We request you to please place our name(s) on the Register of Holders. TO BE FILLED IN ONLY IF THE APPLICANT IS AN INSTITUTION / COMPANY / BODY CORPORATE (INCLUDING SOCIETY)

Name of the Authorised Signatory(ies)

Designation Signature

Sole/First Applicant’s Second Applicant’s Third Applicant’s Signature Signature Signature In case the Applicant(s) desires to hold Debenture(s) in dematerialised from, the following particulars are required to be filled up. I/We the undersigned, are agreeable to holding the Debentures of the Company in dematerialised form. Details of my/our Beneficial Owner Account are given below:

64

DEPOSITORY NSDL ( ) CDSL ( ) DEPOSITORY PARTICIPANT NAME DP-ID BENEFICIARY ACCOUNT NUMBER NAME OF THE APPLICANT(S)

FOR OFFICE USE ONLY

DATE OF RECEIPT ________________ DATE OF CLEARANCE ________________ (Note: Cheque and Drafts are subject to realisation)

I/We understand and confirm that the information provided in the Memorandum is provided by the Issuer and the same has not been verified by any Legal Advisors to the Issuer, the Arranger and other intermediaries and their agents and advisors associated with this Issue. I/We confirm that I/We have for the purpose of investing in these Debentures carried out my/our own due diligence and made my/our own decisions with respect to investment in these Debentures and have not relied on any representations made by anyone other than the Issuer, if any. I/We understand that: i) in case of allotment of Debentures to me/us, my/our Beneficiary Account as mentioned above would get credited to the extent of allotted Debentures, ii) the Applicant must ensure that the sequence of names as mentioned in the Application Form matches the sequence of name held with our Depository Participant, iii) if the names of the Applicant(s) in this application are not identical and also not in the same order as the Beneficiary Account details with the above mentioned Depository Participant or if the Debentures cannot be credited to my/our Beneficiary Account for any reason whatsoever, the Company shall be entitled at its sole discretion to reject the application or issue the Debentures in physical form. I / We understand that we are assuming on our own account, all risk of loss that may occur or be suffered by us including as to the returns on and/or the sale value of the Debentures and shall not look directly or indirectly to the Issuer or the Arranger (or to any person acting on its or their behalf) to indemnify or otherwise hold us harmless in respect of any such loss and/or damage. I / We understand that the Issuer or the Arranger may communicate to or intimate me / us only by e-mail or facsimile message and I / we undertake to accept the same as a valid communication or intimation as if such communication or intimation had been otherwise hand delivered or delivered by registered post or courier. I / We undertake that upon sale or transfer to subsequent investor or transferee (“Transferee”), I / We shall convey all the terms and conditions contained herein and in this Information Memorandum (including the fact that these Debentures cannot be sold to a Non-Resident Indian and/or an Overseas Corporate Body) to such Transferee. I / We undertake that we shall not sell or transfer the Debentures to a Non-Resident Indian and/or an Overseas Corporate Body. In the event of any Transferee (including any intermediate or final holder of the Debentures) suing the Issuer (or any person acting on its or their behalf) we shall indemnify the Issuer and the Arranger (and all such persons acting on its or their behalf) and also hold the Issuer and Arranger and each of such person harmless in respect of any claim by any Transferee. Sole/First Applicant’s Second Applicant’s Third Applicant’s Signature Signature Signature

65

TO BE FILLED IN ONLY IF THE APPLICANT IS A PORTFOLIO MANAGER: 1) We, as Portfolio Managers, are fully in compliance with the laws and regulations

applicable to us including the Securities and Exchange Board of India (Portfolio Managers) Regulations, 1993, the requirements of Circular dated 20th March 2006 “Guidelines on Anti-Money Laundering Standards” of the Securities and Exchange Board of India and the Prevention of Money Laundering Act, 2002 including all amendments thereto;

2) We are appropriately investing in the Debentures on behalf of our clients (“Clients”). Client’s identity: (i) is not disclosed by us [_______]; or

(ii) is disclosed by us [_______]; 3) The investment in the Debentures is within the scope of our authority including

pursuant to the agreement entered into by us with each of the Clients, as provided for by Regulation 14 of the Securities and Exchange Board of India (Portfolio Managers) Regulations, 1993, and accordingly binds each of the Clients. We have independently satisfied ourselves (a) as to the suitability and appropriateness of the investment in the Debentures as regards each of the Clients, (b) as to the capacity and authority of each of the Clients to invest in such debentures including obtaining of any licenses, authorizations, permissions, sanctions, consents or approvals, and (c) that the investment in such Debentures will not contravene any applicable law;

4) Should there be any dispute by the Clients or any of them as regards the investment in the Debentures including but not limited to the scope of our authority with regard to such investment, we shall be deemed to be the principal and any loss or liability arising out of the investment in the Debentures shall be to our own account and/or dealt with entirely by us with each of the Clients, with no reference to the Issuer;

5) We have strictly complied with all applicable anti-money laundering and know-your-

client norms in relation to each of the Clients;

6) We consent to the disclosure or provision by the Company to any governmental or regulatory authority, or under any requirement of law, any information regarding the Client (to the extent made available to the Company by us) and the investment in the Debenture, as required of the Company under applicable regulations and/or as requested by any governmental or regulatory authority or under a provision of law;

7) We further agree to provide to the Company such additional information that the

Company deems necessary or appropriate in order for the Company to comply with any such regulations and/or requests or requirements;

8) We also further agree (including on the basis of any request made by the Company

in this regard), to provide to any governmental or regulatory authority any information regarding any or all of the Clients, the investment in the Debenture as required under regulations and/or as requested by any governmental or regulatory or other authority; and

9) We also confirm and undertake that we are appropriately investing in these

Debentures on behalf of our clients and our activities have not violated and will not violate applicable laws as regards private placements. Accordingly, we confirm and undertake

66

that we have not and will not use the name of the Company or any of its group entities in any of our advertisement or any marketing material and we have not acted and shall not act in a manner that would render this private placement of Debentures, an offer to the public.

Sole/First Applicant’s Second Applicant’s Third Applicant’s

Signature Signature Signature

FOR OFFICE USE ONLY DATE OF RECEIPT ______________________ DATE OF CLEARANCE _________________ (Note : Cheque and Drafts are subject to realisation)

-------------------------------------------------(TEAR HERE)--------------------------------------------

MANAPPURAM FINANCE LIMITED- ACKNOWLEDGMENT SLIP (To be filled in by Applicant) SERIAL NO.

Received from _______________________________________________

Address________________________________________________________________ ______________________________________________________________________ Cheque/Draft # ______________ Drawn on _________________________________ for Rs. _____________ on account of application of _____________________ Debentures.

Issue:

Issue Size:Face Value of NCDs:Issuer:Purpose:DebentureHo lders/lnvestors/S ubscriberS :

Minimum Subscript ionDebenture Trustee:

Credit Rating:Deemed Date of Allotment:Issue Opening Date / IssueClosing Date:

Pay-in Date:Final Maturity:

Issue PriceDemat ModeDepositoryRedempt ion :Security:

Escrow Account:

Annexurel . Term sheet

Rated, Listed, Secured, Zero Coupon Non Convertible Debenture (NCD) tobe issued in Dematerialized formUpto INR 500 millionINR r.000.000Mannapuram Finance Limited (MFL)On-lending in regular course of businessMutual Funds, Insurance Companies, NBFCs, individuals, investmentholding companies of high net worth individuals or any other subscribereligible to invest in INR NCDs issued for the stated Purpose as may beselected by the Arranger.1 (one) Debenture and in multiples of one thereafterIL&FS Trust Company Ltd

"CARE AA-" by CARE29th July 201115th Ju ly 2011 l2 l " Ju ly 201 1The Issue shall remain open for subscription during banking hours forthe period indicated above, except that the Issue may close on suchearlier date or extended date as may be decided by the BoardAny day between Issue Opening and Issue Closing Date (including both thedays)390 days from the Deemed Date of AllotmentINR 881,700 per debentureTo be issued and traded only in demat modeNSDLBullet Repayment of Face Value for eaclt debenture at Final MaturityFirst and exclusive floating charge over specific gold-loan receivables ofcertain branches of Issuer so as to provide a cover of 1 . I x in respect oftheamount outstanding under the Issue to be maintained at all times during thetenure of the Issue ("Movable Asset Security").. Hypothecation and charge to be executed and existing chargeholders'

NOCs to be obtained or if such NOCs are not required then a Director'sCertificate stating that NOCs are not required for creation ofhypothecation and charge.

o Register /file the charge with ROC so as to perfect the Securityrvithin 30 days of Deemed Date of allotment

Above to be executed /provided prior to Issue Opening date unless specifiedotherwiseAn account opened and maintained by the Issuer with

Branch which account shall operatedonly by the Debenture Trustee. The Issuer shall be required to deposit allamounts payable to the Debenture Holders under the Debentures into suchEscrow Account at least 3 Business Days prior to the due date for payment tothe Debenture Holders in accordance with the terms of the Debentures.

A)/

Conditions Precedent: Standard Conditions Precedent applicable to financings of a similar nature toapply including but not limited to:. Satisfactorydocumentationo Creation and perfection of Security. Satisfactory iegal and tax opinions, as applicableo No material adverse change in the Issuer's financial condition and

condition in frnancial market. KYC requirements of Subscribers. "CARE AAJ' ratings by CARE for the proposed issue. Appointment of R&T Agent and Trustee and their consent letters to be

obtainedo Arrangements to be rnade for listing of the NCDso Delivery by the Issuer of certified true copies of all conditions precedent

documents (including but not limited to Memorandum and Arlicles ofAssociation and Shareholder's Agreement, if any) as may be required bythe Debenture Trustee and I or the Investors and set out in theDocumentation.

o Arrangements to be made for dematerialization of the NCDs to thesatisfactiou of Arranger/Debenture Trustee

o Consent Letters, if any, required for the NCD Issuance and/or for theCreation of the Security to be delivered to the Debenture Trustee

o No material adverse change in the financial condition of the Issuer, andcondition of the financial markets generally

o Director's Certificate stating that No-objection Certificates are notrequired for creation of tlie Security from existing lenders

. Others, to be specified by the Subscribers/ Debenture Trustee/ArrangerConditions Subsequent: Conditions subsequent to be determined following completion of due

diligence during the documentation process but will include the timely fil ingof financial and security documents under respective laws

. Relevant items under Security (which are not covered by ConditionsPrecedent)

o Listing to be completed in 15 business days from Deemed Date ofAl lotmerrt

Representations and Standard Representations and Warranties applicable to financings of aWaranties: similar nature including but not lirnited to:

o Compliance with applicable lawsGeneraland Financial Standard Covenants applicable to financings of a similar nature including butCovenants: not lirnited to:

o Compliance with applicable lawso No change of control or material change in shareholding structure of the

Issuer without Investors' consento De-materialization of bonds within a period of 7 business dayso Issuer to submit within 30 days of the end of each quarter or within 7

business days of allnouncement of quarterly results (whichever is later),a quafterly compliance letter signed by the Director or CompanySecretary of the Issuer (supporled by Auditors/Chartered Accountantscertificate) confirming security cover of I .l x

lnformation Covenants: 'Standard Information Covenants applicable to financings of a similar natureincluding but not limited to:Audited annual accounts and quarterly unaudited financials of lssuer

()J

Event of Default:

Expenses and Indemnity:

Listing

Standard Events of Default applicable to financings of a similar natureincluding but not limited to:o Non payment of any amounts due and payable under the NCDsr Breach ofany condition, term or covenant as per executed documents. Failure to obtain NOCs (if applicable) or submit a Director's Certificate

confirming non requirement of NOCs and/or file/register charge witllROC within 30 days of Deemed Date of allotment

o Invalid Securit-v or loss of lien on collateral. Illegality for the Issuer to perform its obligations under the transaction

documentso Withdrawal, failure to grant or renewal of any statutory or regulatory

approval in relevant jurisdiction for the Issue or for the creation of theSecurity

. Any regulatory notification or any other event having material adverseeffect on the business or prospects of the Issuer. If on two consecutivecalendar month-ends, the value of gold held by the Issuer as security forgold loans (the receivables of which are comprised in the Security andconstitute more than 15% of the total receivables comprised in theSecurity), is lower than the value of the respective receivables, and theIssuer fails to substitute the relevant hypothecated receivables within aperiod of 15 days so that the receivables of such gold loans aggregate to

below I 5% of hypothecated receivables.o Misrepresentationo Cross default. Failure to list or cessation of listing of NCDs on BSEo Insolvency, winding up or insolvency proceedingsIssuer will reimburse all reasonable out-of-pocket expenses (including,

without lirnitation, expenses incurred in connection with due diligence andfees and expenses of counsel, credit rating, service taxes ou fee, stamp duty,security and debenture trustee, security creation, dematerialization, credit

rating fees etc) of (i) the Amanger/Debenture Holders incurred in connectiott

with the preparation and execution of documentation, or any waiver orrnodification of the documentation requested by Issuer and (i) the DebentureTrustee/ Debenture Holders incurred during an Event of Default inconnection with any workout or the preservation or enforcement of rights

under the documentation. Such amounts shall be reimbursed by Issuer upon

presentation of a statement of account, whether or not the Debenture is

issued or the relevant documentation is executed and delivered. Issuer is

liable and will indemnify the Debenture Holder(s) and the Arranger and hold

them harmless from all losses, duties, taxes (including stamp duty) costs, etc.

arising out of or related to the transaction contemplated hereby.

Proposed to be listed on the WDM segment of the BSE

d*

Increased Costs and Generaland Withholding TaxIndemnity:

Assi gnmenV Tran sferab il ity :

Governing Law:

The Issuer indemnifies, holds harmless and agrees to defend the DebentureHolders and the Arranger against all liabilities, including but not limited toincreased costs (and similar provisions relating to yield protection) Allpayments made by the Issuer to the Debenture Holders / Arranger will be

free and clear of, and without deductions for present or future taxes (included

but not limited to service tax and other indirect taxes), duties, imposts.withholdings or other deductions as required by law, failing which the Issuerwill gross-up such payments for those taxes, duties, imposts, withholdings ordeductions such that the Debenture Holder will receive same after tax rate ofreturn as they would have received had the tax, duty, impost, withholding taxnot been made. In case ofany tax deduction at source, the Issuer shallprovide the Debenture Holder with the original tax withholding certificatewithin 60 days of the deduction of the tax.

The Debenture Holders reserve their rights to assign or transfer their rightsand obligations in this Issue at any time without the consent of the Issuer.

Issuer to co-operate in providing required information in this regardIndian law

Arbitration: Unless the same falls within the jurisdiction of the Debts Recovery Tribunal

established under the Recovery of Debts Due To Banks and Financial

Institutions Act, 1993, or any other competent authority for debt related

disputes constituted in any other law in future or which are in force, any

dispute, controversy or claim arising out ofor relating to this transaction or

any related agreement or other document or the validity, interpretation,

breach or termination thereof ("Dispute"), including claims seeking redress

or asserting rights under applicable law, shail, be resolved and finally settled

in accordan.. *ith the provisions of the Indian Arbitration and Conciliation

Act, 1996 as may be amended from time to time or its re-enactment and the

rules made thereunder (the "Arbitration Act").The parties submit to the rules of arbitration of the Indian Merchants'

Chambers. The parties consent to a single, consolidated arbitration for all

Disputes that miy at the time exist. The arbitral tribunal shall be composed

of three arbitrators; each party (i.e. (i) the Issuer and (ii) the Debenture

Trustee acting on behalf of the Debenture Holders) shall appoint one

arbitrator andthe two arbitrators so appointed shall appoint a third arbitrator

who shall be the presiding arbitrator.The arbitration pioceedings shall be conducted in the English language and

any document not in English submitted by any party shall be accompanied

byan English translation. The arbitration shall be conducted in such place as

may be mutually agreed to by the Company and the Debenture Trustee

acting on the initruitions of the Debenture Holder(s), provided that in case

the pirties are unable to mutually agree to the venue of the arbitration within

48 hours after a party first proposes for the appointment of an Arbitrator. the

arbitration shall be held in Mumbai. The arbitrator shall determine the

Dispute in accordance with the laws of India. The text of the award shallbe

in English.The p-arties agree to be bound by any award or any order resulting from any

arbitiation conducted hereunder and further agree that:(a) in the context of an attempt by either party to enforce an arbitral

award or order, any defences relating to the Parties capacity or the

validity of this Agreement are hereby waived: and

(b) judgement on any award or order resulting from an arbitration

conducted hereunder (if required) may be entered and enforced, in

any country, having jurisdiction thereof or having jurisdiction over

any ofthe parties or any oftheir assets.

The prevailing party in any arbitration conducted hereunder shall be entitled

to recover from the other party(ies) (as part of the arbitral award or order) its

attorneys' fees and other costs of arbitration.

In the event that a dispute falls within the jurisdiction of the Debts Recovery

Tribunal established under the Recovery of Debts Due To Banks and

Financial Institutions Act,1993,the Debt Recovery Tribunals in the city of

Mumbai shall have non exclusive jurisdiction to settle any such disputes'

In the event that the dispute does not fall within the jurisdiction of the Debts

Recovery Tribunal estaLlished under the Recovery of Debts D-ug To Banks

and Financial Institutions Act, 1993 and for the purposes of arbitration.mentioned in this clause, the courts in Mumbai shall have non-exclusivejurisdiction in respect of any suit, petition, reference or other filing permiued

Lr required to be made. -^.$iritd

tol

72

Annexure 2. Credit Rating letter from CARE Ltd

73

74

75

76

77

78

79

80

81

Annexure 3. Consent Letter from IL&FS Trust Company Ltd.

@

MANAPPURAM ffiro]FINANCE LIMITED L

Moke Life Eosy

Addendum to the Information Memorandum issued in relation to the issue of Non ConvertibleDebentures by Manappuram Finance

Manappuram Fjnance Limited ("company") proposes to issue rated, listed, secured, redeemable. zerocoupon, non-convertible debentures of the face value of Rs. 10,00,000/- (Rupees Ten Lac only) each, forcash at a discount of Rs. '118,330f per debenture (hereinafter refened to as the ',Debentuies,,) on aprivate placement basis.

ln this regard, the Company has issued an Information Memorandum dated 14 July 2011 ("lnformationMemorandum") inter alia setting out the broad terms on which the Debentures are to be issued. Thisaddendum is to be read with the Information Memorandum dated 14 Ju|y, 2011,

Capitalized terms used herein but not defined shall have the same meaning accorded to such terms in thelnformation Memorandum.

The Information Memorandum inter alia inadverlently states that the Company intends to issue b00 (FiveHundred) Rated Listed Secured Zero Coupon Redeemable Non Convertible Debentures bearino a facevalue of Rs. '1,000,000/- (Rupees one Million Only) each aggregating to Rs. 500,000,0001 (Rup6es FiveHundred Million Only) issued at a discount of Rs. 1 18,3001 each.

Notwithstanding anything contrary to the Information Memorandum, the Information Memorandum nasbeen amended to state that 567 (Five Hundred and Sixty Seven) Debentures will be issued, bearing a facevalue of Rs. 1,000,000/- (Rupees one Million only) each, and the aggregate nomjnal valuJ of theDebentures will be Rs. 567,000,000/- (Rupees Five Hundred and Sixty Seven tl,tittion Only). Therefore, all

lnform

Date / Final Maturity Date" is 22 August, 2012, all" in the

Further, as per the terms of the lnformation Memorandum, the lssue Opening Date was 1Str July 201 1 andthe lssue Closing Date is 27ttt July 2011. However, it is intended that the lssue will close on 28rr Julv 201 1.

201'1. lt may be noted that the Deemed Date of Allotment of the Debentures, oelng zgr, W zo1 t, ano 6etenor of the Debentures, being 390 days, remain as is stated in the information Memorandum.

Further, as per the terms of the Information Memorandum, the "NCD Maturity Date / Final Maturity Date,, ofthe Debentures has been set out as [08] August, 2012. However, since it is proposed that the Debentureswill be issued and allotted on 29 July, 201 1 and the tenor of the Debentures is 390 days, the ,,NCD Maturitv

Lr , . . . i i ; , .

India's First Listed and Hiehest Credit Rated Gold Loan :------'-

Corporo te Of f i ce : Monoppurqm House, P .O. Va lapod, Thr issur , Kera lo - 6A0 567 Ind ia , Te{

Fcx : 0487 - 2399298, E moi l : mq i l@monqppurqm.com, Webs i te : www.monoppurom.com

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Frrther, one ofthe risk factors in the rnformation Memorandum reads as unoer:t! a p .rce Makure Evffit occurs, the lssuer nay terminate or.rcprno such Debentures. tf the Issuet etec,s tot:rykate s/9h. Pebentures, the tssuer^w1tl if and to the extent periitted by appricabte raw, ptay in iiiri io ,rrnDebenture Holder in resped of each Debenture being ,n aroi,rt "i;;Itu

the fair market value of such Debenture,including circumstances that rcsufted in the occunenci of the Force i,rliieure zvent.

However, please note th.t

deleted.

The Information Memorandum shall accordingly stand modified in this respect. All other terms andconditions remain the same.

For Manappuram Finance Limited

Fir ManappuAuthorised signatory fffililett

[io'itt']

^C. Radha k.i..hnqp\.ompan\ s,,cre(ar.l

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