Muthoot Capital Services Ltd

Rating Action & Instruments

• Fixed Deposits ₹300 crore assigned long-term rating BWR AA/Stable.
• Bank Loan facilities ₹3,500 crore long-term rating BWR AA/Stable reaffirmed.

Agency & Outlook

• Agency: Brickwork Ratings (BWR) AA/Stable for deposits.
• Outlook: Stable for both instruments.

Rationale & Key Drivers

• Strong MPG group support and governance underpin ratings.
• Standalone financials and MPG synergies enhance credit strength.
• CRAR 22.07%; Tier I 22.06% as of June 30, 2026.
• AUM ₹3,378.69 crore as of 30 Jun 2026; on-balance-sheet loan ₹3,297.11 crore.
• GNPA 3.94% and NNPA 2.36% as of 30 Jun 2026.
• Geographic concentration reduced; southern states remain principal exposure.
• Liquidity strong; ₹443.3 crore buffers; ~1.3x 3-month coverage.
• PCR ~50-60%; asset quality improving but monitorable.

Risks & Sensitivities

• Positive drivers: scale, credit risk improvement, CRAR above 25%.
• Negative: leverage >6x or GNPA >7%; CRAR below 18%.
• Regulatory non-compliance or group credit risk could affect view.

Material Changes Since Last Rating

• Fixed Deposits assigned rating; ₹300 crore.
• Bank Loans rating reaffirmed at AA/Stable; action dated Aug 7, 2026.
• Total rated facilities increased from ₹3,500 crore to ₹3,800 crore.

Meeting details

• Filing date: September 29, 2026.
• Meeting of Debenture Issue and Allotment Committee on Oct 3, 2026.
• Purpose: consider and approve private placement issuance of NCDs within approved limits.

Muthoot Capital Services Limited — Trading window closure from October 01, 2026; will reopen 48 hours after the declaration of Unaudited Financial Results for the Quarter and Half Year ended September 30, 2026 (both days inclusive).

NCD Allotment

• NCDs: 15,000 units, ₹1,00,000 face value, private placement up to ₹150 crore.
• Coupon 9.25% p.a.; quarterly payments; 24-month tenure; BSE listing; pari passu security.

NCD issuance details

• Type of securities: Senior, secured, rated, listed, redeemable, taxable, transferable non-convertible debentures.
• Issuance type: Private placement of NCDs.
• Total number: Up to 15,000 NCDs of ₹1,00,000 face value, ₹150 crore total.
• Base size and Green Shoe: Base ₹75 crore; Green Shoe ₹75 crore.
• Listing: Listed on BSE Limited.
• Tenure and maturity: 24 months; maturity 22 Sep 2028.
• Deemed allotment: 23 Sep 2026.
• Coupon: 9.25% p.a.; quarterly payments; principal on bullet basis.
• Security: Pari-passu with existing secured creditors.
• Asset cover: minimum 1.1x on standard loan receivables and current assets.
• Additional rights: Coupon steps up 25 bps per downgrade; steps down for upgrades.
• Coupon floor: never falls below initial rate.
• Default: 2% p.a. default interest on overdue payments beyond 3 months.
• Redemption terms: To be mutually agreed.
• Green Shoe option: Available; up to ₹75 crore additional fundraising.
• Face value: ₹1,00,000 per NCD.
• Tax: Instrument is taxable.

NCD issuance terms

• Approved private placement of Senior, Secured, Rated NCDs up to ₹150 crore.
• Total up to 15,000 NCDs of ₹1,00,000 face value.
• Base issue size ₹75 crore; Green Shoe option ₹75 crore.
• Listed on BSE Limited.
• Tenure: 24 months.
• Deemed allotment date: 23 September 2026.
• Deemed maturity date: 22 September 2028.
• Coupon rate 9.25% p.a.; quarterly coupons; bullet principal.
• Charge pari passu with existing secured creditors; asset coverage 1.1x.
• Coupon step-up up to 25 bps per downgrade; not below initial rate.
• Coupon decreases by 25 bps per notch upgrade; restored to AA-.
• Default interest 2% p.a. over coupon on delinquent payments.
• Redemption as per mutually agreed terms.

Committee meeting details

• Debenture Issue & Allotment Committee of Muthoot Capital Services to meet on 16 September 2026.
• Committee will consider and approve proposed issuance of NCDs on a private placement basis within board/shareholders' limits.

AGM details

• Date and time: 31 August 2026, 11:00 AM IST via VC/OAVM.
• Mode: Video Conferencing/Other Audio Visual Means.
• Record date: 24 August 2026.
• Total shareholders on record date: 21,951.

Resolutions and outcomes

• Item 1 (Ordinary): Adopt Audited Standalone Financial Statements and reports; passed.
• Item 2 (Ordinary): Reappointment of Susan John by rotation; passed.
• Item 3 (Special): Appointment of Manimekhalai A as Independent Director; passed.
• Item 4 (Special): Re-appointment of Shirley Thomas as Independent Director; passed.

AGM Details

• Held on 31 August 2026 at 11:00 IST via VC/OAVM.

Resolutions

• Ordinary: adopt Audited Standalone Financial Statements for FY 2025-26 and reports.
• Ordinary: re-appoint Susan John, retiring by rotation.
• Special: appoint Manimekhalai A as Independent Director.
• Special: re-appoint Shirley Thomas as Independent Director.

Voting and Scrutiny

• Voting results to be declared within two working days.
• Scrutinizer to submit report; results to be posted on company and CDSL websites.
• Results will be communicated to stock exchanges.

Directors

• Ms. Manimekhalai A appointed as Independent Director.
• Ms. Shirley Thomas re-appointed as Independent Director.
• Susan John to be re-appointed after retirement by rotation.

Auditors

• Statutory Auditors' report for FY2025-26 had no qualifications.
• Secretarial Auditors attended; Scrutinizer appointed for voting.