The Board of Directors of Manappuram Finance Limited (“the Company”) is pleased to present the Thirty Fourth Annual Report of

the Company, together with the Audited Standalone and Consolidated Financial Statements for the financial year ended 31^st March,
2026, and the Auditor's Report thereon.

1. CORPORATE OVERVIEW:

Manappuram Finance Limited (“the Company”) was incorporated as Manappuram General Finance and Leasing Limited on
15^th July, 1992, in Thrissur, Kerala, under the provisions of the Companies Act, 1956 (“the Act”) as a Public Limited Company
and was issued a Certificate of Commencement of Business on 31^st July, 1992. The Company was subsequently renamed as
Manappuram Finance Limited, pursuant to a Fresh Certificate of Incorporation issued on 22^nd June, 2011. The Corporate Identity
Number (CIN) of the Company is L65910KL1992PLC006623.

The Company is registered with the Reserve Bank of India (“RBI”) as a Non-Banking Financial Company - Investment and Credit
Company (“NBFC-ICC”) and is classified under the Middle Layer in terms of the Reserve Bank of India (Non-Banking Financial

Companies - Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025, as amended from time to
time, and the provisions of the Reserve Bank of India Act, 1934, as amended (the “RBI Act”).

The Company provides a diverse array of products and services, meticulously designed to meet the varied financial needs of its
clientele. From gold loans to MSME financing, housing loans to vehicle loans, our offerings reflect a commitment to providing
comprehensive financial solutions.

2. FINANCIAL SUMMARY/ HIGHLIGHTS AND STATE OF AFFAIRS:

Pursuant to the provisions of Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015,
as amended from time to time, the Company has prepared its Standalone and Consolidated Financial Statements for the

financial year ended 31^st March, 2026, in accordance with the Indian Accounting Standards (“Ind AS”) notified by the Ministry
of Corporate Affairs.

The financial performance of the Company on a Standalone and Consolidated basis for the financial year ended 31^st March,

2026, is summarised below:

3. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

In view of the Company's robust financial performance
during the financial year 2025-26, the Board of Directors

declared four interim dividends of ' 0.50 per equity share
each, aggregating to ' 2.00 per equity share (100%), at
its meetings held on 9^th May, 2025, 8^th August, 2025,
30^th October, 2025, and 29^th January, 2026, respectively.

The dividend payout amounted to ' 1,692.87 Million (' 4.00
per equity share amounting to ? 3,385.74 Million for the

financial year ended 31^st March, 2025.)

The Dividend Distribution Policy of the Company, formulated
in accordance with the requirements of Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“Listing

Regulations”), is available on the website of the Company at
https://www.manappuram.com/policies-codes.

4. TRANSFER TO RESERVES

Your Board of Directors has transferred ' 3,049.30 million
to the Statutory Reserve maintained under Section 45-IC of
the Reserve Bank of India Act, 1934. Post transfer of profits
to reserves, your Board proposes to retain ' 82,042.29
million in the Retained Earnings.

In terms of Rule 18 of the Companies (Share Capital and
Debentures) Rules, 2014, NBFCs registered with the
Reserve Bank of India under Section 45-IA of the Reserve
Bank of India Act, 1934, are exempt from the requirement of
creating and maintaining a Debenture Redemption Reserve
in respect of both publicly issued and privately placed
debentures. Accordingly, the Company is not required to
maintain a Debenture Redemption Reserve.

5. COMPANY'S PERFORMANCE & STATE OF AFFAIRS

Gold Loan NBFCs delivered a significantly stronger
performance in FY26 compared to FY25, driven by rising
gold prices, robust demand for secured borrowing, and
continued resilience in asset quality. The segment emerged
as one of the strongest performers within the NBFC sector,
benefiting from increased customer demand and favorable
market conditions.

Standalone Performance

The total income for the financial year stood at ' 76,534.27
million, representing a growth of 10.69% over the previous
financial year's income of ' 69,144.27 million. This increase was
primarily driven by a strong growth in interest income, which
rose to ' 76,228.40 million (FY 2024-25: ' 68,724.73 million),
supported by a sustained expansion of the lending portfolio.

Profit before tax for the financial year amounted to
' 20,392.20 million, reflecting a year-on-year decrease of
14.88% (FY 2024-25: ' 23,956.06 million). After accounting
for tax expenses amounting to ' 5,145.72 million, the net
profit for the financial year stood at ' 15,246.48 million, as
against ' 17,832.67 million in the previous financial year.

Total expenses for the financial year increased to
' 56,142.07 million (FY 2024-25: ' 45,386.43 million),
largely attributable to higher finance costs, increased
provisions on financial instruments, and higher employee
benefit expenses in line with the Company's growth strategy
and business expansion. The Earnings Per Share (EPS)
for the financial year stood at ' 17.99 & 17.98 (Basic and
Diluted), compared to ' 21.07 in the previous financial year.

The Total Comprehensive Income for the financial year
stood at ' 16,454.81 million, against ' 17,830.25 million
in FY 2024-25.

In summary, FY26 was characterized by strong income
growth and continued business expansion, offset by higher
costs, increased provisioning requirements, and investment
in growth initiatives, which moderated overall profitability.

Consolidated Performance

The Company's consolidated AUM grew by 48.3% during
the financial year owing to rapid growth in gold loan AUM
which grew 99.1% during the financial year.

For the financial year ending 31^st March, 2026, the Company

recorded a total income of ' 95,247.05 million, compared
to ' 1,00,311.43 million in the previous financial year.
Revenue from operations decreased by ' 5,017.93 million
compared to the previous financial year, primarily due to a
decline of ' 3,678.16 million in interest income.

Total expenses decreased to ' 82,544.88 million from
' 83,655.12 million, mainly due to lower impairment
provisions. Consequently, profit before tax stood at
' 12,702.16 million, and profit after tax was ' 9,931.63
million, as against ? 12,038.67 million in the previous
financial year. The Company reported a total comprehensive
income of ' 11,090.68 million, with earnings per share basic
at ' 11.72 and diluted at ' 11.71, compared to basic at
' 14.22 and diluted at ' 14.22 in the previous financial year.

The audited consolidated financial statements of the
Company, prepared in accordance with Ind AS and in
compliance with the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules 2014, and other applicable provisions
of the Act, form part of this Annual Report. The audited
financial statements of the subsidiaries are available on
the website of the Company at https://www.manappuram.
com/annual-reports.

For more details on the performance of the Company,
business segments, risk management framework and
initiatives, please refer to the Management Discussion and
Analysis Report forming part of this Annual Report.

6. SUBSIDIARIES/ASSOCIATES/JOINT VENTURES- ITS PERFORMANCE HIGHLIGHTS AND STATE
OF AFFAIRS6.1. State of Affairs

Your Company holds 98.56% equity shares of Asirvad
Micro Finance Limited, 100% equity shares of Manappuram

Home Finance Limited, 100% equity shares of Manappuram
Insurance Brokers Limited and 99.81% of Manappuram

Comptech and Consultants Limited as on 31^st March, 2026.

6.1.1. ASIRVAD MICRO FINANCE LIMITED (AMFL)

Asirvad Micro Finance Limited (AMFL) a Non-Banking
Finance Company ("NBFC") - Micro Finance Institution

("MFI") offering microfinance loans to low-income
women, thereby promoting inclusive growth, through
servicing and empowering an unbanked population
who are socially and economically underprivileged.
AMFL commenced operations in 2008, with two
branches in Tamil Nadu and has grown to become
an MFI with a pan-India presence. In addition, AMFL
offers secured Loans against Gold and MSME Loans to
small business owners and self-employed individuals.
Among the MFI Peer Group in India, AMFL was the
first MFI to be rated AA- by CRISIL, highlighting
the legacy of financial performance. The Corporate
Agency Licence, granted on 26^th May, 2026,
represents a key milestone in the AMFL's strategic
expansion and business diversification. AMFL is in the
process of operationalising its insurance distribution
business, which is expected to enhance its customer
offerings, broaden revenue sources, and contribute to
sustainable long-term growth and profitability.

6.1.2. MANAPPURAM HOME FINANCE LIMITED (MAHOFIN)

Manappuram Home Finance Limited (MAHOFIN)
is a wholly owned subsidiary of Manappuram
Finance Limited. MAHOFIN commenced operations
in January 2015, focused on providing affordable

housing loans tailored to the needs of mid-income to
low-income individuals. The housing finance division
achieved 1.53% growth in its AUM in Fiscal 2026,
reflecting a commendable Compound Annual Growth
Rate (CAGR) of 22.68% over the past five years.
With a network of 89 branches spread across 12
states, particularly with a significant presence in the
southern region, MAHOFIN continues to strengthen its
loan portfolio. Recognizing the growing urbanization
and the emergence of tier II and tier III cities, MAHOFIN
is strategically planning to expand its footprint to
cover nearby states and locations, further enhancing
its market reach and serving a broader customer base.

Positioned as a leading provider of affordable
home finance solutions, our targeted customers
encompass self-employed individuals from the
unorganized sector and others who face challenges
in accessing credit facilities from mainstream financial
institutions. Our product portfolio comprises two key
offerings: Home Loans and Loans Against Property.
Notably, the average ticket size for a Home Loan is
approximately Rs. 0.58 million, while for the Loans
Against Property segment, it stands at about Rs.
0.62 million. Through these tailored solutions, we aim
to empower individuals to fulfil their homeownership
aspirations and unlock the value of their properties
while ensuring accessibility and affordability for all
segments of society.

6.1.3. MANAPPURAM INSURANCE BROKERS LIMITED
(MAIBRO)

Manappuram Insurance Brokers Limited (MAIBRO) is

a Wholly Owned Subsidiary of the Company and is a
licensed Insurance Broker regulated by the Insurance
Regulatory and Development Authority of India
(IRDAI). MAIBRO commenced its operations in the year
2006. As an IRDAI-authorized direct insurance broker,
MAIBRO specializes in providing a comprehensive
range of Life and General Insurance products portfolio
tailored for the retail market (like two-wheeler,
automobile, health, term, investment plans, shopkeeper
policies, homeowner's policies, personal accident
insurance, critical illness policies, travel insurance, and
hospital cash policies) and has consistently achieved
steady growth. MaSuraksha stands as an innovative
e-commerce portal operated by MAIBRO, embodying
our commitment to providing seamless and accessible
insurance solutions to our valued customers. A key
driver of our success is MAIBRO's commitment to
offering intelligent after-sales support, guiding
consumers through every step of the insurance
process. MAIBRO's online portal facilitates access

for agents (POSP), enabling them to effectively sett
diverse policies to clients through a dedicated POSP
login module. With a dedicated customer service
team available round-the-clock, MAIBRO ensure
seamless customer experience marked by effortless
purchase journeys, prompt claim support, timely
renewals, and comprehensive service assistance, all
contributing significantly to the sustained growth of
MAIBRO. With a widespread network of over 5000
Point of Sales Agents operating nationwide, MAIBRO
has effectively penetrated insurance products across
all segments of society. Our commitment to our
customers is evident in our support during challenging
times, with a commendable 95% claim settlement rate,
ensuring peace of mind for families in need.

6.1.4. MANAPPURAM COMPTECH AND CONSULTANTS
LIMITED

Manappuram Comptech and Consultants Limited
(MACOM), a subsidiary of the Manappuram Finance

Limited, is a technology and IT-enabled services
organization specializing in scalable financial
technology products, digital innovation, managed
IT services, and end-to-end technology solutions
for both Group entities and external clients.
MACOM also leverages its technology expertise
to provide staff augmentation, audit support, and
taxation-related services.

MACOM delivers comprehensive IT infrastructure
management across multi-cloud environments,
including AWS, GCP, and Adani Connex, as well
as on-premises infrastructure. Its capabilities
encompass large-scale data center migration
programs, network and cybersecurity monitoring
through dedicated Network Operations Center (NOC)
and Security Operations Center (SOC) functions, and
enterprise-wide end-user support services.

During the year, MACOM undertook a significant

technology transformation initiative aimed at
enhancing platform scalability, operational resilience,
security, and speed-to market. Core platforms
including Gold Loan, Customer Onboarding, Loan
Origination System (LOS), Legal Management
Solution (JUSSUIT), Human Resource Management
(HRM), and Microfinance systems were modernized
and re-architected using cloud native technologies.
These enhancements improved system availability,
strengthened security, and enabled faster deployment
of new features. The upgraded technology landscape
now incorporates event-driven architectures,
container orchestration, managed database services,
and centralized secrets management, establishing
a secure and highly scalable foundation for
future growth.

As part of its product-led strategy, MACOM continued

to invest in proprietary platforms for digital lending,
loan lifecycle management, legal operations,
human resource management, and microfinance.
Built on API-first architecture, these platforms facilitate
seamless integration, rapid product innovation, and
enhanced customer experience.

In a significant milestone, MACOM achieved ISO/
IEC 27001:2022 certification, reaffirming its
commitment to global standards of information
security management. MACOM continues to maintain
a strong focus on cybersecurity resilience, regulatory
compliance, risk management, and data protection
through a robust Information Security Management
System (ISMS) aligned with best international
practices. Security controls spanning people,
processes, technology, and third-party ecosystems
are continuously strengthened to safeguard critical
information assets.

6.2. Performance highlights

6.2.1. Asirvad Microfinance Limited

During the financial year ended 31^st March, 2026,
AMFL recorded a turnover of ' 15,085.27 million
as compared to the turnover of ' 27,343.90 million
recorded during the previous financial year ended
31^st March, 2025. Total turnover for the year ended
31^st March, 2026, has decreased by 44.83% over the
corresponding period ended 31^st March, 2025. The Net
loss of AMFL for the financial year ended 31^st March,
2026, stood at ' 5,790.58 million as against the Net
loss of ? 6,387.17 million for the financial year ended
31^st March, 2025. The Net loss of AMFL decreased by
9.34% compared to the previous financial year ended
31^st March, 2025.

6.2.2. Manappuram Home Finance Limited

Gross Income of the Company for the financial year
ended 31^st March, 2026, is ' 3,325.75 million as
compared to ' 3,041.66 million for the year ended
31^st March, 2025, and Profit After Tax is ' 283.48
million for the year ended 31^st March, 2026 as
compared to ' 227.77 million for the year ended
31^st March, 2025. AUM of MAHOFIN as on 31^st March,
2026 is ' 18,518.4 million as compared to ' 18,238.8
million for the year ended 31^st March, 2025.

6.2.3. Manappuram Insurance Brokers Limited

Gross income of MAIBRO for the financial year

ended 31^st March, 2026, stood at ' 483.16 million as
compared to ' 772.37 million for the financial year
ended 31^st March, 2025, and Profit After Tax for the

financial year ended 31^st March, 2026, is ' 292.34
million as compared to ' 517.78 million for the
financial year ended 31^st March, 2025.

6.2.4. Manappuram Comptech and Consultants Limited

MACOM experienced a challenging fiscal year
ended 31^st March, 2026, compared to the previous
year. Income from operations declined by 34.60%,
falling from ' 612.3 million to ' 400.5 million,
indicating a contraction in top-line performance.
Correspondingly, total revenue decreased from
' 616.5 million to ? 461.9 million. MACOM reported
a profit after tax of ' 19.5 million for the year, as
against a loss of ' 104.3 million for the previous
year, reflecting an improvement in overall
profitability. This improvement was primarily driven
by a reduction in total expenditure, which decreased
by 19.47%, from ' 537.7 million to ' 433.0 million.
Consequently, MACOM reported a profit before tax
of ' 28.9 million in FY 2025-2026, as compared to a
loss before tax of ' 138.3 million in the previous year.

The decline in operational revenue during the year
reflects the challenging business environment
faced by MACOM. However, through effective cost
management, improved operational efficiency, and a
substantial increase in other income, MACOM was able
to report a profit during the year as against losses in the
previous financial year. MACOM remains committed to
its core strengths—customer focus, quality delivery,
and operational discipline. Going forward, the
management will continue to streamline processes,
optimize resources, and reinforce cost control
measures with an objective to strengthen financial
performance and achieve sustainable growth.

There are no other companies that have become or
ceased to be Subsidiaries/ Associates/ Joint Ventures
of the Company during the Financial Year 2025-26.
There were no material changes in the nature of
business of subsidiary companies during the financial
year 2025-26.

The Board of Directors of the Company has formulated
the Policy for Determining Material Subsidiaries,
which is available on the website of the Company at
https://www.manappuram.com/policies-codes.

As at 31^st March, 2026, the Company had one material
subsidiary namely Asirvad Micro Finance Limited.
The Secretarial Audit Report of Asirvad Micro Finance
Limited forms part of the Annual Report of Asirvad
Micro Finance Limited which can be accessed at
https://www.manappuram.com/annual-reports

7. COMPANY OPERATIONS

Manappuram Finance Limited (MAFIL), with its roots
tracing back to 1949, is one of India's leading Non-Banking
Financial Companies (NBFCs), renowned for providing fast,
secure, and accessible financial services. The Company's
diversified portfolio comprises the following key business
verticals:

Gold Loans: The flagship product of MAFIL, gold loans are

offered against the security of household gold jewellery.
The Company has pioneered customer-centric innovations
such as Online Gold Loans (OGL), supported by robust

appraisal mechanisms and rigorous risk management
practices to ensure operational security and efficiency.

Vehicle and Equipment Finance: MAFIL offers financing
solutions for commercial vehicles, two-wheelers, and
passenger vehicles, with a particular focus on semi-urban
and rural markets.

MSME Loans: This segment caters to small businesses
and individual entrepreneurs, primarily through secured
lending products such as loans against property and micro

home finance, supporting enterprise development at the
grassroots level.

Forex, MTSS and Payments: The Company provides a suite
of services including foreign exchange, international money
transfers (under the Money Transfer Service Scheme), and
digital payment solutions through its MAkash platform.

Microfinance: Through its subsidiary, Asirvad Micro Finance
Limited, MAFIL delivers microcredit to women in low-income
households, promoting financial inclusion and economic
empowerment.

Housing Finance: Through Manappuram Home Finance
Limited, a wholly owned subsidiary, the Company
offers affordable housing loans, particularly targeting
self-employed customers in Tier III and Tier IV towns.

Insurance Broking: Operated by Manappuram Insurance
Brokers Limited, a 100% subsidiary, this division distributes

a broad range of life and general insurance products,
facilitated by a tech-enabled platform.

With a pan-India presence spanning over 5,000 branches,
Manappuram Finance serves more than 2.5 million
customers and manages over 60 metric tonnes of
household gold under safe custody.

8. SHARE CAPITAL

During the fourth quarter of FY 2025-26, the Company:

• allotted 9,29,01,373 equity shares of ' 2 each.
Consequently, the issued, subscribed and paid-up
equity share capital of the Company as on 31^st March,
2026, stood at ' 1,878.67 million, comprising
93,93,36,102 equity shares of ' 2 each, fully paid-up.

• allotted of 9,29,01,373 share warrants each carrying
a right to subscribe to 1 (one) Equity Share, which may
be exercised and converted in one or more tranches
during the period commencing from the expiry of 4
(four) months from the date of allotment of warrants
till 18 (eighteen) months from the date of allotment of
the warrants.

• The details regarding utilisation of funds raised

through private placement will be available at the
link https://www.manappuram.com/sites/default/
files/2026-07/684af218.pdf

During the financial year under review, the Company did
not issue any shares with differential voting rights, bonus
shares, or sweat equity shares. The Company also did not
undertake any buy-back of its equity shares during the

financial year under review.

8.1. Employee Stock Option Scheme (ESOS)

In order to retain the best available talent, ensure

long-term commitment to the Company, and
encourage employee ownership, the Company

has instituted Employee Stock Option Plans from
time to time.

Pursuant to the approval of the Board of Directors on

July 11, 2025 and approval of the members at the
33^rd Annual General Meeting, the Company introduced
Manappuram Finance Limited - Employee Stock
Option Scheme 2025 ("ESOP 2025”) for eligible
employees of the Company and its subsidiary
company(ies). Additionally, the Board of Directors
on July 11, 2025, cancelled the earlier Manappuram
Finance Limited Employee Stock Option Scheme,
2016 ("ESOP 2016).

No employee stock options were granted or exercised
under ESOP 2025 and ESOP 2016 during the
financial year ended March 31, 2026. Accordingly, the
disclosures prescribed under Rule 12 of the Companies
(Share Capital and Debentures) Rules, 2014 relating
to options granted, vested, exercised, lapsed and other
related particulars are not applicable for the year
under review w.r.t ESOP 2025. Further disclosures
relating to ESOP 2016, are provided in the Note 37
forming part of the Standalone Financial Statements.

The ESOP 2025 is in compliance with the provisions
of the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021.

As on March 31, 2026, the Company did not received
the in-principle approval from the Stock Exchanges
for grant of options under ESOP 2025.

A certificate from the Secretarial Auditor confirming
compliance of ESOP 2025 with the applicable SEBI
Regulations will be available for inspection by the

members at the ensuing Annual General Meeting.

8.2. Investor Education and Protection Fund

In accordance with the provisions of Sections 124 and
125 and other applicable provisions, if any, of the Act,
read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund)

Rules, 2016 ("IEPF Rules”), including any statutory

modification(s) or re-enactment(s) thereof for the time
being in force, any dividend remaining unclaimed or

unpaid for a period of seven years from the date of its
transfer to the Unpaid Dividend Account is required
to be transferred to the Investor Education and
Protection Fund ("IEPF”) maintained by the Central
Government.

Further, in accordance with Section 124(6) of the
Act read with the IEPF Rules, all shares in respect of
which dividend has remained unclaimed or unpaid
for seven consecutive years or more are required

to be transferred to the demat account of the IEPF
Authority.

8.2.1. Transfer of Unpaid Dividend to IEPF

Pursuant to the provisions of Section 124(5) of the
Companies Act, 2013, the Company has transferred
the following unclaimed dividend amounts to the

Investor Education and Protection Fund ("IEPF”)
during the financial year under review:

The above amount remained unclaimed or unpaid

with the Company for a period of seven years from
the date of declaration of the final dividend for the
relevant financial year. The details of the unclaimed
dividends so transferred are available on the website

of the Ministry of Corporate Affairs at www.mca.gov.in.

8.2.2. Transfer of shares underlying unpaid
dividend to IEPF

During the financial year under review, the Company
transferred 27,613 equity shares of the Company to
the demat account of the IEPF Authority maintained
with CDSL (DPID/ Client ID: 12047200 - 13676780)
in accordance with the provisions of Section 124(6)
of the Companies Act, 2013 read with the Investor
Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, as amended
from time to time.

No claim shall lie against the Company in respect of
the dividend transferred to the IEPF

9. CAPITAL EXPENDITURE

As on 31^st March, 2025, the Gross Fixed Assets of the

Company stood at ' 8,610.88 million, with Net Fixed Assets
at ' 4,095.21 million. During the financial year 2025-26, the
Company incurred capital additions amounting to ' 1205.02
million and disposals of ' 2,513.59 million. Consequently,

as on 31^st March, 2026, the Gross Fixed Assets decreased
to ' 7302.35 million, while the Net Fixed Assets stood at
' 4120.69 million.

10. RESOURCE MOBILIZATION/FUND RAISING

For the Company, as a Non-Banking Finance Company
(NBFC), mobilization of resources at an optimal cost and
their deployment in the most profitable and secure manner
constitute some of the most important functions.

10.1.Bank Finance

Bank finance continues to be an important source of funding

for the Company. As on 31^st March, 2026, the Company had
availed various credit facilities from 34 banks, one NBFC
(Bajaj Finance Limited), two financial institutions (NABKISAN
and NABARD), and Life Insurance Corporation of India (LIC),
among others. The Management continues to make efforts
to diversify and broaden the Company's resource base in
order to maintain its competitive edge. The funds raised
through issuance of Non- Convertible Debentures have
been fully utilized as on March 31, 2026 for the purposes
mentioned in the respective offer documents.

Borrowings (Other than Debt Securities)

As at 31^st March, 2026, the total borrowings (other than

debt securities) of the Company stood at ' 407,299.99
million, reflecting a growth of 94.97% over the previous
year's figure of ' 208,903.6 million. All borrowings have
been recognised at amortised cost and were fully secured.

The increase in borrowing was primarily driven by:

• A rise in Indian rupee term loans from banks,
which grew to ' 188,931.29 million (FY 2024-25:
' 108,771.59 million);

• A significant increase in foreign currency term loans
from banks, amounting to ' 97,799.26 million (FY
2024-25: ' 25,424.86 million), indicating a strategic
effort to diversify funding sources;

• A marginal Increase in working capital demand loans,
which stood at ' 95,971.45million compared to
' 72,169.16 million in the previous year;

• A decline in cash credit/overdraft facilities and
securitisation borrowings, reflecting optimisation of
short-term borrowing arrangements.

All borrowings were raised within India, including the
foreign currency loan availed from State Bank of India,

and were utilised solely for the purposes for which they
were sanctioned. The Company has not defaulted in
the repayment of any principal or interest obligations
during the financial year ended 31^st March, 2026, and the

preceding year.

The above borrowings include the effective interest rate

(EIR) impact of transaction costs and premium amounts
associated with the issue of Non-Convertible Debentures
(NCDs), though those are presented separately under debt
securities.

10.2. Non-Convertible Debentures:

Your Company has raised Rs.10,000 million through
issuance of Non-Convertible Debentures through private

placement during FY 2025-26.

10.3. External Commercial Borrowings

The outstanding amount under the Company's

External Commercial Borrowing (ECB) Programme
stood at ' 1,26,912.87 million as at 31^st March, 2026.
These borrowings are governed by RBI guidelines which
require entities raising ECB for an average maturity of less
than 5 years to hedge minimum 70% of its ECB exposure
(principal and coupon).

As part of its overall borrowing strategy, the Company has
availed foreign currency term loans from banks, which
are classified as External Commercial Borrowings (ECBs)
in accordance with the Reserve Bank of India's Master
Direction - External Commercial Borrowings, Trade Credits
and Structured Obligations. As at 31^st March, 2026, the
outstanding amount under ECBs stood at ? 1,26,912.87
million, as against ' 25,424.86 million as at 31^st March,
2025. These loans have been availed from foreign branches
of Indian banks, including but not limited to State Bank of
India (SBI), and are fully secured. All borrowings have been
raised for permitted end-use purposes under the automatic
route as defined by RBI.

10.4. Commercial Paper

The Company had issued Commercial Papers (CPs) in the
normal course of business to meet its short-term funding

requirements. These CPs are unsecured in nature and carry
varying maturities ranging from 7 days to 1 year, depending
on market conditions and liquidity needs.

The outstanding CPs as at 31^st March, 2026, stood at
' 37,427.48 million, reflecting an increase from the previous
year end's balance of ' 2,941.43 million, due to increase
in short-term borrowings and optimisation of funding mix.

The Company has not defaulted in the repayment of principal
or interest on any of the CPs during the reporting period.

Mobilization of funds during the year under review from

following sources/ instruments are summarised below:

Your Directors are confident that the Company will be able to raise adequate resources for onward Lending in Line with its
business plans.

11. CREDIT RATING

Your Company holds a valid credit rating from Brickwork, CRISIL, CARE, S&P Global Ratings and FITCH for Non-Convertible
Debentures, Short Term and Long-Term Bank Facilities and Commercial Paper as follows:

Ratings assigned by credit rating agencies and migration of ratings during the financial year

International Credit Rating

12. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS AND INTERNAL AUDIT

The Company has established a well-defined and adequate
Internal Control System, including an effective Internal
Financial Controls (IFC) framework, commensurate with the
size, scale, and complexity of its operations. The framework
is designed to ensure effective control over business
processes and assets, safeguard the Company's resources,
promote operational efficiency, ensure the accuracy and
reliability of financial and operational information, and
facilitate compliance with applicable laws, regulations,
and internal policies. The Internal Audit Policy has been

revised and upgraded to a Risk-Based Internal Audit (RBIA)

Policy in accordance with RBI Directions. The Internal
Audit function has been realigned to adopt a risk-based
approach in assessing the effectiveness of internal
controls, governance, and risk management processes.
The effectiveness of internal controls is regularly monitored
and reviewed to ensure their continued adequacy and
efficiency in identifying, managing, and mitigating risks
across the organization. A comprehensive Internal Audit
Department functions in-house to continuously audit and
report gaps if any, in the diverse business verticals, process
improvements and statutory compliances applicable.
The Internal Audit team functions with adequate Industry

Standards in audit and are equipped with over 1000
dedicated personnel who are constantly engaged in
safeguarding your Company's assets, ensuring the quality

of assets pledged, and evaluates the adequacy of risk
management systems at its operating units.

During the financial year under review, Internal Financial
Controls were reviewed periodically by the Management
and the Audit Committee. Key areas were subject to various
statutory and internal audits in order to review the adequacy
and strength of IFC followed by the Company. As per the
assessment, controls are strong and there are no major
concerns. The Internal Financial Controls are adequate and
operate effectively to ensure orderly and efficient conduct
of business operations.

Your Company has an independent Internal Audit function

which carries out regular internal audits to test the design,
operations, adequacy, and effectiveness of its internal
control processes and also to suggest improvements to the
Management. During FY 2025-26, the Company appointed

M/s PricewaterhouseCoopers (PwC) as an advisory service
provider to support the Internal Audit function along with
the in-house team.

The Internal Audit Department reports significant audit

findings to the Audit Committee of the Board, which
acts as the oversight body responsible. The Committee
oversees the implementation of necessary preventive and
corrective measures to protect and enhance the interests
of the Company. The Audit Committee undertakes an
evaluation of the adequacy and effectiveness of internal
control systems. It also oversees the implementation
of audit recommendations, especially involving risk
management measures.

13. MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

There have been no material changes or commitments
affecting the financial position of the Company which have
occurred between the end of the financial year and the date
of this report.

14. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, forming
an integral part of this Annual Report, is annexed hereto.

The Report provides a detailed analysis of the overall
industry scenario, economic developments, segment-wise
performance, outlook, and the state of the Company's affairs.

15. CORPORATE GOVERNANCE

The Company is committed to upholding the highest
standards of corporate governance and compliance with
applicable laws and regulations, including the Companies
Act, 2013, SEBI Listing Regulations and RBI guidelines.

Its governance framework is founded on the principles of
transparency, accountability, integrity and ethical business

conduct, with the objective of protecting stakeholder
interests and creating sustainable long-term value.
The Board exercises independent and informed judgment,
supported by timely and accurate information, to ensure
responsible decision-making and sustainable growth.

The Corporate Governance Report forms part of the
Annual Report.

16. CORPORATE SOCIAL RESPONSIBILITY
AND BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT:

Your Company has a well-structured Corporate Social
Responsibility (CSR') Policy setting out the programmes,
projects and activities that your Company undertakes to
create a significant positive impact on underprivileged
section of society especially in Thrissur, Kerala. All these
programmes fall within the purview of Section 135
read with Schedule VII of the Act and the Companies
(Corporate Social Responsibility Policy) Rules, 2014 (CSR
Rules'). The CSR Policy indicating that the activities to be
undertaken by the Company, has been formulated by the
Board based on the recommendation of the Corporate
Social Responsibility Committee (CSR Committee).
The CSR Policy may be accessed on the Company's
website at the link: https://www.manappuram.com/
policies-codes. Your Company has undertaken socially
impactful CSR Projects during the year under review.
Your Company has partnered with implementing
agencies namely Manappuram Foundation and Lions Club
International Foundation India to implement projects in the
CSR focus area viz. promotion of education, healthcare,
Rural development, women empowerment, environment
sustainability and other eligible CSR activities which
includes both ongoing and one-year projects.

During FY 2025-26, the Company was required to spend
' 427.79 million towards Corporate Social Responsibility
("CSR”) activities in accordance with Section 135(5) of
the Companies Act, 2013. During the financial year, the
Company spent ? 372.62 million on CSR activities. Details of
the amount spent and unspent during the year, together
with the reasons thereof, are provided in the Annual Report
on CSR Activities annexed to this Report. Further, in terms
of the CSR Rules, as amended, the Chief Financial Officer
has certified that the funds disbursed for CSR activities
have been utilised for the purposes and in the manner
approved by the CSR Committee and the Board of Directors
of the Company.

The Corporate Social Responsibility initiatives undertaken
by the Company during FY 2025-26 are detailed in the
Annual Report on CSR Activities, which is annexed to this
Report as Annexure 1.

In accordance with Regulation 34(2)(f) of the Listing
Regulations, the BRSR forms part of this Annual Report.
The report describes initiatives undertaken by the Company

from an environmental, social and governance perspective.
Further, SEBI vide its circular no. SEBI/HO/CFD/CFD-SEC-
2/P/CIR/2023/122 dated 12^th July, 2023, updated the
format of BRSR to incorporate BRSR core, a subset of

BRSR, indicating specific Key Performance Indicators (KPIs)
under nine ESG attributes, which are subject to mandatory
reasonable assurance by an independent assurance
provider. In accordance with this requirement, the Company
has appointed SustainEDGE Business Solutions Pvt. Ltd as
the assurance provider.

17. RISK MANAGEMENT:

Risk Management is integral to the Company's strategic
and operational resilience. A well-defined Enterprise Risk
Management (ERM) Framework and Policy, approved by
the Board of Directors, underpins the Company's efforts

to proactively identify, assess, and mitigate risks that may
impact its business objectives, financial performance, and
regulatory compliance.

The framework covers a broad spectrum of risks including
credit, operational, market, liquidity, compliance, interest
rate and strategic risks. These risks are continuously
monitored through structured governance processes and
integrated into decision-making across all levels of the
Company. The ERM Framework is designed to ensure
business continuity, and long-term value creation.

The Risk Management Committee of the Board, in
accordance with the Reserve Bank of India (Non-Banking
Financial Companies-Governance) Directions dated
28^th November, 2025, and Listing Regulations, provides
oversight on the implementation and effectiveness of the
ERM framework. The Committee's guidance is implemented
through the Risk Management function, led by the Chief
Risk Officer (CRO), who is responsible for driving the risk
agenda and embedding a risk-aware culture across the
organization.

The latest version of the Enterprise Risk Management
Framework and Policy is available on the Company's
website: https://www.manappuram.com/policies-codes

For detailed Risk Management procedure and Terms of
Reference of the Risk Management Committee, please refer
to the Management Discussion and Analysis Report and

the Corporate Governance Report which are annexed to
this report.

18. HUMAN RESOURCES

At Manappuram Finance Limited, our Human Resources
strategy centers on fostering a dynamic, inclusive work
environment that promotes employee engagement, talent
development, and organizational growth.

The HR function is focused on three key priorities: Talent
Management, Employee Engagement, and Learning
& Development. The Company aims to attract, retain,
and develop talent through effective recruitment,

career development, training programs, employee
feedback, recognition initiatives, and continuous learning
opportunities.

The Company promotes a culture of transparency, ethics,
and collaboration, while leveraging technology to improve
HR efficiency. Its digital strategy is built around Innovation,
Differentiation, and Execution, using tools such as CRM,
RPA, mobile platforms, cloud infrastructure, and digital
communication channels.

Several HR processes have been automated, including
onboarding, probation confirmation, personnel records
management, performance management, and employee
exit processes, enhancing efficiency, accuracy, and
employee experience.

The MADU (Manappuram Digital University) platform

supports classroom, virtual, e-learning, blended learning,
and digital library resources. Planned AI integration will
provide personalized learning paths, predictive training
insights, and automated content recommendations, creating
a more effective and customized learning experience for
employees.

19. DEPOSITS FROM PUBLIC

During the financial year, your Company has not accepted
any deposits from the public within the meaning of
provisions of the Non-Banking Financial Companies
Acceptance of Public Deposits (Reserve Bank) Directions,
2016 or any deposits within the meaning of Section 73 of
the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014. Therefore, the disclosures required
under Rule 8(5)(v) of Companies (Accounts) Rules, 2014 and
Rule 2(1)(c) of Companies (Acceptance of Deposits) Rules,
2014 are not applicable.

The Company did not have any unclaimed deposit as at
31^st March, 2026.

20. RBI GUIDELINES

The Reserve Bank of India ("RBI”) on 28^th November, 2025,
issued Reserve Bank of India (Non-Banking Financial
Companies - Registration, Exemptions and Framework for
Scale Based Regulation) Directions, 2025 comprising 26
comprehensive Directions in place of Master Direction -
Reserve Bank of India (Non-Banking Financial Company
- Scale Based Regulation) Directions, 2023.

Your Company has generally complied with the
requirements prescribed under these Directions and has
proactively aligned with the new framework, ensuring
timely adoption of the mandated policies and processes,
reflecting its commitment to governance, prudent risk
management and sustainable growth.

The Company continues to comply with all applicable RBI
Directions, laws, regulations, guidelines, etc. as prescribed
by RBI from time to time.

21. CAPITAL ADEQUACY

Your Company's Capital Adequacy Ratio as of 31^st March,
2026, stood at 21.30 % of the aggregate risk-weighted
assets on the balance sheet and risk-adjusted value of the
off-balance sheet items, which is well above the regulatory
minimum of 15%, reflecting its strong capital position. Out of
the above, the Tier I capital adequacy ratio stood at 21.30 %
and the Tier II capital adequacy ratio stood at 0%.

22. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The loan made, guarantee given, or security provided
in the ordinary course of business by a Non-Banking
Financial Company registered with the Reserve Bank of
India is exempt from the applicability of the provisions of
Section 186 of the Act. As such, the particulars of loans
and guarantees have not been disclosed in this Report.
During the year under review, the Company has given funds
in the ordinary course of business.

Details of loans, guarantees, and investments are provided
in Notes No. 10,11 and 20 to the Standalone Financial
Statements.

23. EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Return

of the Company prepared as per Section 92(3) of the Act
for the financial year ended 31^st March, 2026, is hosted on
the website of the Company and can be accessed at https://
www.manappuram.com/annual-reports

24. COMPOSITION AND TERMS OF REFERENCE OF
BOARD COMMITTEES:

a. Audit Committee:

Your Company has constituted an Audit Committee,
in accordance with the requirements of the Act, RBI
directions, and Listing Regulations. Details of the Audit

Committee, terms of reference and meetings are part
of the Report on Corporate Governance annexed to
this report. All recommendations of the Committee
were accepted by your Board during the financial
year 2025-26.

b. Nomination, Compensation and Corporate
Governance Committee:

Your Company has constituted a Nomination,
Compensation and Corporate Governance Committee,
in accordance with the requirements of the Act, RBI
directions, and Listing Regulations. Details of the
Committee, terms of reference and meetings are part
of the Report on Corporate Governance annexed to
this report. All recommendations of the Committee
were accepted by your Board during the financial
year 2025-26.

c. Stakeholders Relationship and Securities
Transfer Committee:

Your Company has constituted Stakeholders
Relationship and Securities Transfer Committee, in
accordance with the requirements of the Act, RBI
directions, and Listing Regulations. Details of the
Committee, terms of reference and meetings are part
of the Report on Corporate Governance annexed to
this report.

d. Corporate Social Responsibility Committee:

Your Company has constituted Corporate Social
Responsibility Committee, in accordance with the
requirements of the Act and other applicable rules
and regulations. Details of the Committee, terms of
reference and meetings are part of the Report on
Corporate Governance annexed to this report.

25. WHISTLE BLOWER POLICY AND
VIGIL MECHANISM

In pursuance of Section 177(9) of the Act and Regulation
4(2)(d)(iv) of the Listing Regulations, the Company has

implemented 'Whistle Blower Policy and Vigil Mechanism'
which provides a formal mechanism enabling its Directors,
employees, consultants, vendors, customers and other
stakeholders, including individual employees and their
representative bodies to freely communicate their concerns
about illegal or unethical practices. The Policy provides for
adequate safeguards against victimization of employees
who avail the mechanism and also provides for direct
access to the Chairman and a Member (Woman Director)
of the Audit Committee in appropriate and exceptional
circumstances.

No person has been denied access to the Chairman and
a Member (Woman Director) of the Audit Committee.
The Company has ensured that its employees are aware
of the contents and procedures of the policy and fully
protected. The Whistle Blower Policy and Vigil Mechanism
is available on the Company's website at the link: https://
www.manappuram.com/policies-codes

No complaints were reported under this mechanism during
FY 2025-26.

26. DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors, to the best of their knowledge and
ability, confirms that:

i. in the preparation of the annual accounts, the
applicable accounting standards have been followed
and there are no material departures;

ii. they have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the

Company at the end of the financial year and of the
profit of the Company for that period;

iii. they have taken proper and suficient care for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

iv. they have prepared the annual accounts on a going
concern basis;

v. they have laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and operating effectively;

vi. they have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, work performed by the internal, statutory and
secretarial auditors and external consultants, including the
audit of internal financial controls over financial reporting
by the statutory auditors, and the reviews performed by
management and the relevant Board committees, including
the Audit Committee, the Board is of the opinion that the
Company's internal financial controls were adequate and
effective during FY 2025-26.

27. PARTICULARS OF CONTRACTS ORARRANGEMENT WITH RELATED PARTIES:

Pursuant to the requirements of the Act and the Listing
Regulations, the Company has in place a Policy on Related
Party Transactions and the same can be accessed on the
Company's website at Policy on https://www.manappuram.
com/policies-codes . All transactions with Related Parties
are placed before the Audit Committee for approval.
The particulars of all related party transactions entered
into during the financial year are disclosed in the notes to
the financial statements.

During the financial year 2025-26, all contracts or
arrangements with related parties were in the ordinary
course of business and on an arm's length basis.

Further, the Company did not enter into any contract,
arrangement or transactions with related parties that could
be considered material under Regulation 23 of the Listing
Regulations and the Company's Policy on Related Party
Transactions; accordingly, the disclosure in Form AOC-2 is
not applicable to the Company.

Your Directors draw the attention of the Members to Note
42 of the Standalone Financial Statements, which set out
the related party disclosures.

28. LISTING WITH STOCK EXCHANGES

Your Company's equity shares are listed on the National
Stock Exchange of India Limited (NSE) and BSE Limited
(BSE). The Non-Convertible Debentures (NCDs) issued by
the Company through public issues/private placements are
listed on BSE Limited. The Company confirms that it has paid
the annual listing fees for the financial year 2025-26 to NSE
and BSE, where the Company's equity shares are listed.

29. DIRECTORS AND KEY MANAGERIAL PERSONNEL29.1. Board Composition

The composition of the Board of Directors of the Company
is governed by the Act and Regulation 17 of the Listing
Regulations and is in conformity with the requirements
thereof. As on the date of this Report, the Board of Directors
comprises nine Directors, consisting of two Executive
Directors and seven Non-Executive Directors. The Board
composition provides a combination of professionalism,
knowledge and experience required in the NBFC sector.
The details of the Board composition, skills and expertise
possessed by each Director, along with other disclosures
required under the Listing Regulations, are set out in detail
in the Corporate Governance Report.

29.2. Appointments during the financial year 2025-26

Mr. Harshan Kollara Sankarakutty (DIN: 01519810) was
appointed as an Independent Non-Executive Director of
the Company for a term of five (5) consecutive years at the
28^th Annual General Meeting held on 28^th August, 2020, to
hold office up to 27^th August, 2025. He has submitted his
consent for re-appointment and a declaration confirming
that he meets the criteria of independence as prescribed
under Section 149(6) of the Companies Act, 2013, the
rules made thereunder, and Regulation 16(1)(b) of the
Listing Regulations. The Members of the Company, at
the 33^rd Annual General Meeting held on 14^th August,
2025, approved his re-appointment as an Independent
Non-Executive Director for a second term of five (5)
consecutive years, commencing from 28^th August, 2025, and
ending on 27^th August, 2030, not liable to retire by rotation.

At the same Annual General Meeting, the Members also
approved the re-appointment of Dr. Sumitha Nandan (DIN:
03625120) as a Director of the Company, liable to retire by
rotation, in accordance with the provisions of Section 152
of the Companies Act, 2013 and the Articles of Association
of the Company.

29.3. Cessations/ Retirements during the financial
year 2025-26

During the year under review, Dr. Shailesh Jayantilal
Mehta (DIN: 01633893), Chairman and Non-Executive
Independent Director, ceased to be a Director of the
Company with effect from the close of business hours on
27 August 2025, upon completion of his second term as an
Independent Director of the Company. Consequent to the
completion of his tenure, the Board of Directors appointed

Mr. V. P. Nandakumar (DIN: 00044512), Managing Director
of the Company, as the Chairman of the Board with effect
from 28 August 2025.

The Board of Directors places on record its sincere
appreciation for the valuable guidance, leadership and
significant contributions made by Dr. Shailesh Jayantilal

Mehta during his tenure as Chairman and a Member of the
Board and its Committees.

29.4. Directors Liable to retire by rotation at the AGM

In accordance with the provisions of Section 152(6) of the
Act, Dr. Sumitha Nandan, Executive Director, retires by
rotation and, being eligible, offers herself for re-appointment
at the 34^th Annual General Meeting (AGM). Relevant details
pertaining to her re-appointment, as required under
Paragraph 1.2.5 of the Secretarial Standards on General
Meetings issued by the Institute of Company Secretaries of
India (ICSI) and Regulation 36(3) of the Listing Regulations,
are provided in the Notice convening the 34^th AGM.
The brief profile of the Director seeking re-appointment is
also available on the website of the Company at https://
www.manappuram.com/management-team.

The Board of Directors of the Company is duly constituted

in accordance with the provisions of the Act and the Rules
made thereunder. None of the Directors of the Company
is disqualified under the provisions of the Act or the
Listing Regulations. All the Directors of the Company have
confirmed that they satisfy the 'fit and proper' criteria
prescribed under the applicable RBI directions governing
NBFCs, as amended from time to time, and that they are not
disqualified from being appointed or continuing as Directors
in terms of Section 164(2) of the Act.

29.5. Changes in Key Managerial Personnel during the
FY 2025-26

During the financial year 2025-26, the following changes
took place in the Key Managerial Personnel (KMP) of
the Company pursuant to Section 203 of the Companies
Act, 2013:

• The Board of Directors, at its meeting held on 9^th May ,
2025, approved the appointment of Mr. Deepak Reddy
as the Chief Executive Officer and Key Managerial
Personnel of the Company with effect from 1^st August,
2025. Consequent upon this appointment, the
designation of Mr. V.P. Nandakumar was changed from
"Managing Director & CEO” to "Managing Director” with
effect from the close of business hours on 31^st July,
2025. He continues to serve as the Managing Director.

• The Board, at its meeting held on 26^th December, 2025,
approved the appointment of Mr. Buvanesh Tharashankar
as Group Chief Financial Officer and Key Managerial
Personnel of the Company with effect from
26^th December, 2025.

The Board, at its meeting held on 29^th January, 2026,
noted and accepted the resignation of Mr. Manoj Kumar
V R, Company Secretary and Compliance Officer (KMP),
with effect from the close of business hours on 31^st March,
2026. The Board also approved the appointment of
Ms. Aparna Menon as Company Secretary Designate with
effect from 1^st March, 2026, and further approved her
appointment as Company Secretary and Compliance Officer
(KMP) of the Company with effect from 1^st April, 2026.

In terms of the provisions of the Act, the following are the
Key Managerial Personnel of the Company as on the date
of this Report:

1. Mr. V. P. Nandakumar-Chairman & Managing Director

2. Mr. Deepak Reddy-Chief Executive Officer

3. Dr. Sumitha Nandan-Executive Director

4. Mr. Buvanesh Tharashankar-Group Chief
Financial Officer

5. Ms. Bindu A. L.-Chief Financial Officer.

6. Ms. Aparna Menon-Company Secretary &
Compliance Officer

Details of the Senior Management Personnel of the
Company are provided in the Report on Corporate
Governance forming part of this Report. During the financial
year under review, the following changes occurred in the
Senior Management Personnel of the Company:

• Mr. Ashish N. Chandak was appointed as Group
Chief Compliance Officer and designated as a
Senior Management Personnel with effect from
3^rd December, 2025.

• Mr. Sanjay Gangadharan Nambiar was appointed
as Group General Counsel and designated as a
Senior Management Personnel with effect from
1^st December, 2025.

• Mr. Sreekanth P. V. was appointed as President and
Group Head - Operations, Services and Digital and
designated as a Senior Management Personnel with
effect from 7^th March, 2026.

• Mr. Narayanan Easwaran was appointed as Group
Chief Technology Officer and designated as a
Senior Management Personnel with effect from
30^th March, 2026.

• Mr. Vinod Venugopal, Head of Vigilance Department,
was designated as a Senior Management Personnel
with effect from 8^th August, 2025.

• Mr. Sathyanarayan K. Rao and Mr. Hemant Patil ceased
to be Senior Management Personnel consequent to
their resignations with effect from 8^th August, 2025.

• Mr. Vijayakumar K. B. and Mr. Vipin T. S. ceased to
be Senior Management Personnel following the
organisational restructuring and merger of the MSME

business vertical with MSME and Allied.

We draw the attention of the shareholders to the following
matters that occurred subsequent to 31^st March, 2026:

On and from 21^st April, 2026, BC Asia Investments XXV
Limited ("Investor 1”) and BC Asia Investments XIV Limited
("Investor 2”, and together with BC Asia Investments XXV
Limited, the "Investors”), the Investors have acquired
control of the Company and have become 'promoters'
of the Company along with the Existing Promoters,
Mr. V.P. Nandakumar and Ms. Sushama Nandakumar.

The Board of Directors approved the redesignation of
Mr. V.P. Nandakumar as Non-Executive Director and
Chairperson of the Board which shall automatically take
effect on and from 1^st October, 2026.

29.6. DECLARATION FROM INDEPENDENT DIRECTORS
ON AN ANNUAL BASIS

Your Company has received the necessary declarations from
all the Independent Directors of the Company confirming
that they meet the criteria of independence prescribed
under Section 149(6) of the Act and the Listing Regulations.
Your Company has also received an undertaking and
declaration from each Director confirming compliance with
the 'fit and proper' criteria prescribed under the applicable
RBI directions governing NBFCs, as amended from time to
time. A statement by the Chairman and Managing Director
confirming receipt of the declarations from the Independent
Directors is annexed to this Report as Annexure 2.

In the opinion of the Board, there has been no change
in the circumstances which may affect the status of the
Independent Directors as Independent Directors of the
Company, and the Board is satisfied with the integrity,
expertise, experience and proficiency (in terms of Section
150(1) of the Act and the applicable rules made thereunder)
of all the Independent Directors on the Board. Further, in
terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, the Independent Directors of
the Company have included their names in the databank of
Independent Directors maintained by the Indian Institute of
Corporate Affairs (IICA).

During the year under review, the Non-Executive Directors
of the Company had no pecuniary relationship or
transactions with the Company, other than the payment
of sitting fees, commission, if any, and reimbursement of
expenses incurred by them for the purpose of attending
meetings of the Board and its Committees.

29.7. Fit and Proper Policy

The Company adheres to the process and methodology
prescribed by the Reserve Bank of India ("RBI”) with
respect to the 'fit and proper' criteria applicable to NBFCs.
The Company has also obtained Deeds of Covenant from
its Directors, which, inter alia, require them to discharge
their responsibilities to the best of their abilities, individually
and collectively, in order to be eligible for appointment or
re-appointment as Directors of the Company.

All the Directors of the Company have confirmed that they
satisfy the 'fit and proper' criteria prescribed under the
applicable RBI directions governing NBFCs, as amended
from time to time, and that they are not disqualified from
being appointed or continuing as Directors in terms of
Section 164(2) of the Companies Act, 2013. The Company
has also received undertakings and declarations from each
Director regarding compliance with the 'fit and proper'
criteria, and the same were placed before the Nomination,
Compensation and Corporate Governance Committee and
the Board for their review and noting.

29.8. Familiarization Programme for Independent
Directors:

In compliance with the requirements of Regulation 25 of
the Listing Regulations, the Company has put in place a
familiarization programme for the Independent Directors
to familiarize them with the Company, their roles, rights
and responsibilities. The details of the familiarization
programme, including the number of hours spent by each
Independent Director during FY 2025-26, are provided
in the Corporate Governance Report forming part of
this Annual Report. The details are also available on the
website of the Company at https://www.manappuram.com/
familiarization-programme-independent-directors

29.9. Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013

and the applicable regulatory requirements, the Board
carried out an annual performance evaluation of its own
performance, that of its Committees, the Chairman and
individual Directors, including Independent Directors.

The performance evaluation was conducted internally using
a structured framework. The Nomination, Compensation
and Corporate Governance Committee and the Board
reviewed and endorsed the parameters and criteria for
assessing the performance of the Board, its Committees,
and individual Directors for FY 2025-26.

As part of the evaluation process, a Skills / Expertise
/ Competence Matrix of the Board of Directors was
prepared based on the collective and individual profiles of
the Directors. The Board reviewed the matrix and noted its

alignment with the applicable regulatory requirements and
the competencies represented on the Board.

The evaluation framework, inter alia, covered the
governance framework, Board composition, effectiveness
of Board processes, strategic oversight, risk management,
succession planning, stakeholder engagement, financial
reporting, internal controls, compliance and the overall
effectiveness of the Board and its Committees.

In a separate meeting, the Independent Directors reviewed
the performance of the Non-Independent Directors, the
Board as a whole and the Chairman of the Company.
The Independent Directors also assessed the quality,
quantity and timeliness of the flow of information between
the Company's Management and the Board.

Based on the evaluation carried out, the Board was satisfied
with its overall effectiveness and that of its Committees and
individual Directors.

29.10. Remuneration Policy:

The Board of Directors has, on the recommendation
of the Nomination, Compensation and Corporate
Governance Committee, adopted a Board Appointments
and Composition Policy and Remuneration Policy of Key

Managerial Personnel (KMP) and Senior Management
Personnel (SMP) which governs inter alia, the appointment
and remuneration for Directors, Key Managerial Personnel
and other employees. It includes the criteria for determining
qualification, positive attributes, and independence of
Directors, policy for selection and appointment of Key
Managerial Personnel, Senior Management Personnel,
and their remuneration in compliance with the provisions
of Section 178 of the Act. The Board Appointments and
Composition Policy and Remuneration Policy of Key
Managerial Personnel (KMP) and Senior Management
Personnel (SMP) are available on the Company's website
at https://www.manappuram.com/policies-codes

Some of the salient features of which are as follows:

• Framework for Board composition, appointment and
remuneration.

• Focus on maintaining an optimum mix of Executive,
Non-Executive and Independent Directors.

• Emphasis on Board diversity, including gender, skills,

experience and expertise.

• Robust fit and proper assessment, independence
evaluation and conflict management mechanisms for
Directors.

• Defined criteria and procedures for the selection,
appointment and reappointment of Directors.

• Annual performance evaluation of Directors and
the Board.

• Continuous familiarisation and skill enhancement
programmes for Directors.

• Succession planning framework for the Key
Managerial Personnel and Senior Management
Personnel.

• Remuneration framework for Executive and
Non-Executive Directors.

29.11. Code of Conduct for Directors and Employees:

The Company has adopted a Code of Conduct for its
Directors and Employees, including a Code of Conduct
for Independent Directors, which suitably incorporates
the duties of Independent Directors as prescribed under
the Companies Act, 2013. The said Codes are available on
the Company's website at https://www.manappuram.com/
management-team

In terms of the applicable regulatory requirements,
all Directors, Key Managerial Personnel and Senior
Management Personnel have affirmed compliance with
their respective Codes of Conduct. A declaration to this
effect by the Chairman and Managing Director forms part
of the Report on Corporate Governance.

30. MEETINGS OF THE BOARD

During the financial year 2025-26, the Board of Directors

met on nine (9) occasions. Details of the meetings of the
Board are given in the Corporate Governance Report, which
is a part of this Report.

31. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The information required pursuant to Section 134(3)(m) of
the Act read with the Companies (Accounts) Rules, 2014 is
provided as Annexure 3 to this Report.

32. AUDITSa. Statutory Audit under Section 139 of the Act:

In compliance with the Reserve Bank of India's Guidelines
on appointment of Statutory Auditor(s) by Non-Banking
Financial Company and pursuant to Section 139 of the Act, the
Members of the Company appointed M/s. KKC & Associates

LLP (ICAI Firm Registration No. 105146W/ W100621 and
M/s. Chokshi & Chokshi LLP (ICAI Firm Registration No.

101872W/W100045) as the Joint Statutory Auditors of
the Company at the 32^nd Annual General Meeting held

on 14^th August, 2024 to hold office from the conclusion
of the 32^nd Annual General Meeting till the conclusion of
35^th Annual General Meeting of the Company. The Joint
Statutory Auditors holds a valid peer review certificate as
prescribed under the Listing Regulations.

The Auditors' Report to the Members for the year under
review is unmodified, i.e., it does not contain any qualification,
reservation or adverse remark or disclaimer, and the notes
annexed to the Standalone and Consolidated financial
statements referred to in the Independent Auditors' Reports
are self-explanatory.

Additionally, during the year, three reports under
sub-section (12) of section 143 of the Act have been filed
by the Statutory Auditors in Form ADT-4, in respect of

three frauds identified by the Company, each involving
an amount exceeding INR 1 crore and the involvement of
employees of the Company. The details of such frauds form
part of the Independent Auditors' Report on the Audit of the
Standalone Financial Statements.

Members may refer to Note 65 of the Standalone Financial
Statements regarding the details of Fraud during FY 2026.

b. Secretarial Audit

The Board of Directors, at its meeting held on 9^th May, 2025,
recommended the appointment of M/s. KSR & Co., Company
Secretaries LLP, a Peer Reviewed Firm of Practising Company
Secretaries (Peer Review No. 2635/2022), as the Secretarial
Auditor of the Company for a first term of five (5) consecutive
years, commencing from the financial year 2025-26 and
continuing up to the financial year 2029-30. The Members
of the Company at the 33^rd Annual General Meeting held on
14^th August, 2025, approved the said appointment.

The Secretarial Audit Report for the financial year ended
31^st March, 2026, issued by M/s. KSR & Co., Company

Secretaries LLP, is annexed to this Report as Annexure
IV. No fraud has been reported by the Secretarial Auditor
under Section 143 read with Section 204 of the Companies
Act, 2013.

The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer.

c. Cost Records and Cost Audit

The provisions relating to the maintenance of cost records
and the requirement of cost audit as prescribed under
Section 148(1) of the Companies Act, 2013 are not applicable
to the business activities carried on by the Company.

33. PROTECTION OF WOMEN AT WORKPLACE

The Company is committed to providing a safe environment
for all employees at workplace and has zero tolerance

towards sexual harassment. The Company has established
a safe environment in providing a mechanism for addressing
complaints of sexual harassment by an employee, without
fear of reprisal in any form or manner.

The Company has constituted an Internal Complaints
Committee ('ICC'), in line with the requirements of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (“POSH Act”). The ICC has

been constituted as per the POSH Act at all the locations
where the Company operates to redress the complaints
received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered
under this policy. POSH Act and the Rules framed
thereunder provide protection against sexual harassment
of women at workplace and lays down the guidelines and
timelines for the prevention and redressal of complaints
pertaining to sexual harassment.

Details of cases reported to ICC during the financial year
2025-26 are as under:

No complaints were pending for more than 90 days during
FY 2025-26. The Company has complied with provisions
relating to the constitution of ICC under the POSH Act.

34. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES:

The information required under Section 197(12) of the
Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is
disclosed in this Report as an Annexure 5.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS/ COURTS/ TRIBUNAL

There were no significant or material orders passed by the
regulators, courts or tribunals during the financial year
2025-26 that would impact the going concern status of
the Company or materially affect its future operations.

36. DETAILS OF AUCTIONS HELD DURING THE YEAR 2025-26

Additional disclosures required under the / applicable RBI Directions are set out below:

Note: No sister concern participated in any auction conducted by the Company during the financial years ended 31^st March,
2025, and 31^st March, 2026.

37. GENERAL:

Your Directors state that no disclosure or reporting is

required in respect of the following items, as there were

no transactions or events requiring disclosure in respect of

these items during the year under review:

a. Neither the Managing Director nor the Whole-Time
Directors of the Company received any remuneration
or commission from any of its Subsidiaries.

b. The Company has complied with Secretarial
Standards-1 (SS-1) on Board meetings and Secretarial
Standards-2 (SS-2) on General meetings issued by

the Institute of Company Secretaries of India.

c. There were no revisions in the financial statements;

d. Issue of share (including sweat equity shares) to
employees of the Company under any scheme
as permitted under any provision of Companies
Act, 2013.

e. The Company, in the capacity of Financial Creditor, has
not filed any application with National Company Law
Tribunal under the Insolvency and Bankruptcy Code,
2016 during the financial year 2025-26 for recovery
of outstanding loans against any customer being
Corporate Debtor.

f. The details of difference between amount of the
valuation done at the time of one-time settlement and
the valuation done while taking loan from the Banks or

Financial Institutions along with the reasons thereof-
Not Applicable.

g. The Company has complied with the provisions
of the Maternity Benefit Act, 1961 and the
rules made thereunder, including all applicable
obligations relating to maternity benefits for
eligible employees.

38. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation
and gratitude to the Employees of the Company at all levels
for their dedicated service and commitment. Your Directors
also express their gratitude to the Reserve Bank of
India, Rating, Agencies, Stock Exchanges, Securities and
Exchange Board of India, Debenture Trustees, Registrar and
Share Transfer Agents (RTAs), Depositories, the Central and
State Governments and their statutory authorities for their
continued support, guidance and cooperation.

Your Directors wish to thank the Customers, Investors,
Shareholders, Debenture Holders, Bankers, Auditors,
Scrutiniser, Financial Institutions and Other Stakeholders

for their wholehearted support and the confidence reposed
in the Company.

For and on behalf of the Board of Directors of
Manappuram Finance Limited

Sd/-

V. P. Nandakumar

Place: Valapad Chairman and Managing Director

Date: 4^th May, 2026 DIN: 00044512