MUTHOOT FINANCE LIMITED — Proxy Solicitation & Information Statement 2026

Apr 15, 2026

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Ref: SEC/MFL/SE/2026/6559

April 14, 2026

National Stock Exchange of India Ltd.

Exchange Plaza, Plot No. C/1, G Block, Bandra - Kurla Complex, Bandra (E), Mumbai- 400 051 Symbol: MUTHOOTFIN

Department of Corporate Services BSE Limited P.J. Tower, Dalal Street, Mumbai - 400 001 Scrip Code: 533398

NSE IFSC Limited (NSE IX)

Unit 1201, Brigade, International Financial Center, 12[th] Floor, Building No. 14-A, GIFT SEZ Gandhinagar, Gujarat 382 355

Dear Sir/Madam,

Sub: Postal Ballot Notice under Section 110 of the Companies Act, 2013

Please find enclosed the Postal Ballot Notice dated April 10, 2026 which is being sent to the Members of the Company. The said Notice is also being placed on the website of the Company at www.muthootfinance.com.

In this connection, we also wish to inform that the e-voting in respect of the resolutions contained in the Postal Ballot Notice will commence at 09.00 a.m (IST) on Thursday, April 16, 2026 and shall end at 5.00 p.m (IST) on Friday, May 15, 2026.

The Postal Ballot results would be submitted within 48 hours of closure of the e-voting process on or before Sunday, 17th May, 2026 after the voting ends, with the stock exchanges in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

For Muthoot Finance Limited

Digitally signed by Rajesh Rajesh Achutha Achutha Warrier Warrier Date: 2026.04.15 11:31:22 +05'30'

Rajesh A Company Secretary ICSI Membership No. FCS 7106

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Muthoot Finance Limited (CIN: L65910KL1997PLC011300) Registered Office: NH Bypass, Palarivattom, Vennala, Ernakulam, Kerala, India - 682 028 (T): +91-484-480 4000, 2394712, Fax: +91-484-2396506, 2397399 Email: cs@muthootgroup.com; Website: www.muthootfinance.com

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014]

Dear Shareholder,

Notice is hereby given pursuant to the provisions of Sections 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 read with rule 22 of the Companies (Management and Administration) Rules, 2014, Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and read with General Circular Nos. 03/2025 and any other relevant circulars and notifications issued by the Ministry of Corporate Affairs, Government of India (hereinafter collectively referred to as “MCA Circulars”) and other applicable laws, rules and regulations as amended from time to time, that approval of the Members of Muthoot Finance Limited (the “Company”) through Postal Ballot (voting through electronic means only i.e., e-voting) is being sought in respect of the resolutions set out hereinafter.

In compliance with the MCA Circulars, the Company is sending this Notice only in electronic form to those Members whose e-mail addresses are registered with the Company/Registrar and Transfer Agent (‘RTA’)/ Depositories. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the remote e- voting system. The detailed procedure for remote e-voting forms part of the ‘Notes’ section to this Notice.

A statement pursuant to Section 102 of the Companies Act, 2013 read with the rules framed thereunder pertaining to the said resolution, setting out material facts and the reasons thereof is appended hereto for your consideration.

Members are requested to carefully read the instructions in this Postal Ballot Notice and record their assent (FOR) or dissent (AGAINST) only through the remote e-voting process not later than 05:00 p.m. (IST) on Friday, May 15, 2026 . The remote e-voting will be disabled immediately after the end time and will not be allowed beyond the said date and time.

SPECIAL BUSINESS :

Item No: 1

To consider and, if thought fit, to pass with or without modification(s) the following Resolution as a Special Resolution to Approve the Alteration of Object clause of the Memorandum of Association of the company and align with the Companies Act, 2013.

“RESOLVED THAT pursuant to the provisions of Section 13 of the Companies Act, 2013 and any other applicable provisions of Companies Act, 2013 read with Rules thereunder (including any statutory

modifications or re-enactments thereof, for the time being in force), and subject to approval of Registrar of Companies, Ministry of Corporate Affairs and the Reserve Bank of India and such other requisite approvals, permissions and sanctions of statutory authorities as may be required, the consent of the members of the Company be and is hereby accorded to amend the Memorandum of Association of the Company as under:

• (i) the following new object be inserted in clause III (A) of the Memorandum of Association of the Company after sub-clause (viii):

• (xi) To carry on and undertake the business and activities of a corporate agent, or insurance intermediary by the provisions of the rules and regulations issued by the Insurance Regulatory and Development Authority of India for all classes of insurance business/products in India which includes, Life, General, Health Insurance Business, and all other forms of insurance products/services.

RESOLVED FURTHER THAT any one Director of the Company and Mr. Rajesh A, Company Secretary of the Company be and are hereby severally authorised to make application, sign and file forms and other necessary documents, etc. and to do all such acts, deeds, and things as may be required or deemed expedient to implement aforesaid resolution including the filing of the necessary forms with the Registrar of Companies, Ministry of Corporate Affairs and filing of applications, forms and documents with such other authorities as may be required and to authorise such person or persons to liaise with the concerned authorities, as may be required.”

By Order of the Board of Directors For Muthoot Finance Limited

Sd/Rajesh A Company Secretary FCS7106

Place: Kochi Date: April 10, 2026

NOTES:

1. A statement for the proposed resolutions pursuant to Section 102 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 setting out material facts, is annexed hereto and forms part of this Notice.

2. Members holding shares in physical form and who have not yet registered their e-mail addresses are requested to register the same with the Company by sending an e-mail to compliance@muthootgroup.com . Members holding shares in electronic form are requested to get their e-mail addresses registered with their respective DP. Thereafter, the Company would endeavour to send the Postal Ballot Notice to such Members to enable them to cast their vote through e-voting.

3. The Postal Ballot Notice is placed at the website of the Company at www.muthootfinance.com , at the websites of the Stock Exchanges at www.bseindia.com , www.nseindia.com and at the website of the E-voting service provider at www.evotingindia.com.

4. The voting rights of the Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date i.e., April 10, 2026.

5. Inspection of Documents:

During the e-voting period, all documents referred to in this Notice and other relevant documents would be available for inspection by the Members at the Registered Office of the Company on all working days except Sundays and National Holidays between 10:00 a.m. and 12 noon.

The said documents would also be available for virtual inspection on all working days. Members seeking to inspect such documents virtually need to send an e-mail to compliance@muthootgroup.com requesting for the said inspection within the aforementioned period.

1. Instructions for e-voting:

In compliance with the provisions of Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), Sections 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, MCA circulars and the Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India, the Company is providing the e-voting facility to all its Members to enable them to cast their votes on the resolutions listed in this Notice. The e-voting facility is provided by Central Depository Services (India) Limited (CDSL).

SEBI vide circular SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 read with SEBI Master Circular for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by Listed entities dated January 30, 2026, Secretarial Standard on General Meeting (SS-2) issued by the Institute of Company Secretaries of India and any amendments thereto has enabled e-voting for all the individual demat account holders by way of a single login credential through their demat accounts and/or website of the depositories/DP, in an attempt to increase the participation of the shareholders as also to improve the efficacy of the voting process.

The Board has appointed CS Aswin Devaswomparambil Mohankumar, Practicing Company Secretary ( ACS 69032, COP 2599), Partner, M/s. S S Bhat & Associates, Company Secretaries as the Scrutinizer for conducting the Postal Ballot / e-voting process in a fair and transparent manner. The Scrutinizer will submit his report to the Chairman of the Company and the results will be announced within 48 hours of closure of the e-voting process on or before Sunday, 17[th] May, 2026 at 05.00 PM (IST) and will also be placed on the Company’s website and on the website of CDSL and communicated to the Stock Exchanges.

THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (i) The voting period begins on 16[th] April, 2026 at 09.00 AM (IST) and ends on 15[th] May, 2026 at 05.00 PM (IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of April 10, 2026 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e- voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode withCDSL Depository	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & My Easi New (Token) Tab. 2. After successful login the Easi / Easiest user will be able to see the e- Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e- Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.cdslindia.com and click on login & My Easi New (Token) Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directlyaccessthe systemof alle-Voting ServiceProviders.
Individual Shareholders holding securities in demat mode withNSDL Depository	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. 2) If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be

Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)

redirected to e-Voting service provider website for casting your vote during the remote e-Voting period. 4) For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click oncompany name or e- Voting service provider nameand you will be re-directed toe- Voting service provider websitefor casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e- Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at : 022 - 4886 7000 and 022-2499 7000

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (v) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTAorcontact Company/RTA.
Dividend Bank Details ORDate of Birth(DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enterthemember id /folionumber intheDividendBankdetailsfield.

• (vi) After entering these details appropriately, click on “SUBMIT” tab.

• (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (ix) Click on the EVSN for the Muthoot Finance Limited on which you choose to vote.

• (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• (xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz compliance@muthootgroup.com., if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to compliance@muthootgroup.com.

2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, AVP, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no 1800 21 09911

Annexure to the Notice

Statement pursuant to Section 102 of the Companies Act, 2013, setting out material facts

________________

Resolution No. 1

The Company is presently registered as a Non-Banking Financial Company (NBFC) with the Reserve Bank of India and is engaged in financial activities in accordance with its existing object clause. In order to diversify its business operations and explore new avenues of growth, the Board of Directors of the company, at its meeting held on 10[th] April 2026 has approved, subject to the approval of shareholders, the proposal to undertake the activity of distribution of insurance products as a corporate agent, subject to obtaining necessary registration/license from the Insurance Regulatory and Development Authority of India (IRDAI). This new line of business will see the Company act as a Corporate Agent across all classes of insurance products/services in India which includes life, General, and health insurance business and all other forms of insurance products/services to its clientele. The Board believes that this expansion aligns seamlessly with the Company’s core financial services offering, creating significant cross-selling opportunities and enhancing the value proposition for its customers. This diversification is expected to unlock new revenue streams and contribute positively to the Company's overall financial stability and market standing in the coming years and is in line with the company’s overall business strategy of offering diversified products to its customers. To facilitate the undertaking of this activity, it is proposed that the Memorandum of Association's object clause be amended through the insertion of appropriate new clauses.

As per the provisions of Section 13 of Companies Act, 2013, alteration of the object clause requires approval of members of the company by way of a Special resolution. Further, pursuant to provisions of Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014, the said Special Resolution is proposed to be passed through Postal Ballot process.

The proposed activity shall be carried out in compliance with applicable laws and regulations, including guidelines issued by Reserve Bank of India and the Insurance Regulatory and Development Authority of India. The said activity shall be carried out as an ancillary activity and will not affecting the principal business criteria of the company as NBFC.

A copy of the existing and proposed altered Memorandum of Association of company is available for inspection by the members in accordance with the applicable provisions.

Board of Directors recommends the special resolution set out in the notice for approval of members.

None of the Directors or Key Managerial Personnel or their relatives thereof are in any way, concerned or interested in the above resolution.

By Order of the Board of Directors For Muthoot Finance Limited

Sd/Rajesh A Company Secretary FCS7106

Place: Kochi Date: April 10, 2026