Code of Conduct



The Code of Conduct for Directors & Senior Management of Muthoot Finance Limited (“theCode”) helps to the standards of business conduct of Muthoot Finance Limited (“the Company”) and ensures compliance with various legal requirements which governs the operations of the Company. The purpose of code is to promote ethical conduct and to deter wrongdoing so as to protect the best interest of the company and its stakeholders. The matters covered in the Code are of utmost importance to the Company, our shareholders and our business associates and partners. Further, these are essential so that we can conduct our business in accordance with stated values.


The members of the Board of Directors of the Company and other Senior Management Officials acknowledge and accept the scope and extent of their duties as Directors and Senior Management Officials of the Company (“the Officers”). They have a responsibility to carry out their duties in an honest and businesslike manner and within the scope of their authority, as set forth in the laws of India as well as in the Memorandum and Articles of Association of the Company. They are entrusted with and are responsible for the oversight of the assets and business affairs of the Company in an honest, fair, diligent and ethical manner. As the Officers of the Company, they must act within the bounds of the authority conferred upon them and with the duty to make and enact informed decisions and policies in the best interests of the Company. The Board of Directors has adopted the following Code of Conduct and the Directors and senior managers are expected to adhere to the standards of care, loyalty, good faith and the avoidance of conflicts of interest that follow.

The Code of Conduct

Board Members and Senior Managers will:

Acknowledgement of Receipt Code of Conduct for Directors & Senior Management

have received and read the Code of Conduct for Directors & Senior Management (“the Code”) of Muthoot Finance Limited (“the Company”). I understand the standards and policies contained in the Code and understand that there may be additional policies or laws specific to myjob/function in the Company. I agree to comply with the Code. If I have questions concerning the meaning of application of the Code, any Company policies, or the legal and regulatory requirements applicable to my job/function in the Company, I know I can consult the Company Secretary & Compliance Officer or the Finance Department and that my questions and reports to these sources will be maintained in confidence. __________________________ Officer Name __________________________ Signature __________________________ Date