Manappuram Finance Ltd

<dhhead>BoardRss Report</dhhead>

Dear MembeRs,

The Board of Director of Manappuram Finance Limited have pleasure in presenting before you, the Thirty Third Annual Report of the Company together with the Audited Consolidated and Standalone Financial statements for the financial year ended March 31, 2025.

1. CORPORATE OVERVIEW:

Manappuram Finance Limited (the "Company") was incorporated as Manappuram General Finance and Leasing Limited on July 15, 1992 at Thrissur, Kerala, under the Companies Act, 1956 ("the Act”) with corporate identity number L65910KL1992PLC006623 as a public limited company and obtained a certificate for commencement of business dated July 31, 1992. The name of the Company was changed to Manappuram Finance Limited puRsuant to a fresh certificate of incorporation dated June 22, 2011. Further, the Company is registered as a as Non-Deposit Taking Systematically Important ("NDSI") Non-Banking Financial Company in Middle Layer ("NBFC-ML") under Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 ("RBI SBR Direction") and within the meaning of the Reserve Bank of India Act, 1934, as amended (the "RBI Act"). The Company provides diveRse array of products and services, meticulously designed to meet the varied financial needs of our esteemed clientele from gold loans to MSME financing, housing to vehicle loans, and insurance, our offerings reflect our commitment to comprehensive financial solutions.

2. FINANCIAL SUMMARY/ HIGHLIGHTS AND STATE OF AFFAIRs:

As mandated by the Ministry of Corporate AffaiRs, your company has prepared the financial statements (both standalone and consolidated) for the year ended March 31, 2025 as per Indian Accounting Standard (RsIND ASRs) notified under Section 133 of the Act read with notification no. G.S.R. 111(E) dated 16.02.2015 as amended from time to time.

The Standalone and Consolidated financial performance of the Company for the financial year ended March 31, 2025 is summarised below:

Rs in million

3. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

Considering robust growth and performance during the fiscal year 2024-25, Board of Director had declared four interim dividends of Rs 1 each per equity share aggregating Rs 4 per equity share (200%) in its Board Meeting held on May 24, 2024, August 13, 2024, November 05, 2024, and February 13, 2025 respectively. The dividend payout amounted to ? 3,385.74 Million (? 3.3 per equity share amounting to Rs 2793.18 Million for the year ended March 31, 2024.)

The Dividend distribution policy containing the requirements mentioned in Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (”SEBI Listing Regulations”) is available on the website of the Company at https://www.manappuram.com/policies-codes

4. TRANSFER TO RESERVES

Your Board of Director has transferred an amount of Rs 116,235.5 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 Rs 71,537.97 million in the Retained Earnings.

PuRsuant to the notification issued by Ministry of Corporate

AffaiRs on August 16, 2019 in exercise of the poweRs conferred by sub-sections (1) and (2) of section 469 of the Act, the Central Government amended the Companies (Share Capital and Debentures) Rules, 2014. In the principal rules, in rule 18, for sub-rule (7), the limits with respect to adequacy of Debenture Redemption Reserve and investment or deposits for listed companies (other than All India Financial Institutions and Banking Companies as specified in sub-clause (i)), Debenture Redemption Reserve is not required to maintain in case of public issue of debentures as well as privately placed debentures for NBFCs registered with Reserve Bank of India under section 45-IA of the RBI Act.

5. COMPANYRsS PERFORMANCE & STATE OF AFFAIRs

During the financial year under review, the NBFC segment performed substantially well towards IndiaRss economic growth with their assets and financial infusion especially in rural and semi urban areas by providing access to credit and financial services.

Standalone Performance

During the financial year ended March 31, 2025, your company recorded a resilient and stable financial performance amidst a dynamic macroeconomic environment. The total income for the year stood at Rs 69,144.72 million, representing a growth of 18.10% over the previous yearRss income of Rs 58,546.49 million. This increase was primarily driven by a strong growth in interest income, which rose to Rs 68,707.13 million (FY

2023-24: Rs 57,544.88 million), supported by a sustained

expansion in the lending portfolio.

Profit before tax for the year amounted to Rs 23,956.06 million, reflecting a year-on-year increase of 7.83% (FY 2023-24: Rs 22,216.26 million). The Company also recognised an exceptional gain of Rs 197.77 million during the year. After accounting for tax expenses amounting to ? 6,123.38 million, the net profit for the year stood at Rs 17,832.67 million, as against Rs 16,577.75 million in the previous financial year, marking a 7.57% growth.

Total expenses for the year increased to Rs 45,386.43 million (FY 2023-24: Rs 36,330.23 million), largely attributable to higher finance costs, increased provisions on financial instruments, and higher employee benefit expenses in line with the CompanyRss growth strategy and business expansion. The Earnings Per Share (EPS) for the year stood at Rs 21.07 (Basic and Diluted), compared to Rs 19.59 in the previous year.

The Total Comprehensive Income for the year stood at Rs 17,830.25 million, against Rs 16,481.85 million in FY 2023-24.

Overall, the Company delivered a robust performance with healthy growth in key income parameteRs while maintaining prudent provisioning and cost management practices. The Board remains committed to further strengthening the CompanyRss financial position and driving sustainable value creation for all stakeholder.

Consolidated Performance

The CompanyRss consolidated AUM grew by 2.29% during the year owing to rapid growth in the housing nance (20.8%), vehicle nance (16.1%) AUMs and a reduction in micro nance (34.1%) AUM. Gold loan AUMs grew 18.7% during the year.

For the financial year ended 31^st March 2025, the Company recorded a total income of Rs 1,00,408.83 million, compared to Rs 89,200.89 million in the previous year. Revenue from operations increased to Rs 1,00,066.94 million, primarily driven by higher interest income of Rs 97,656.46 million.

Total expenses rose to Rs 83,752.52 million from Rs 59,605.71 million, mainly due to higher impairment provisions and finance costs. Consequently, profit before tax stood at Rs 16,656.31 million, and profit after tax was Rs 12,038.67 million, as against Rs 21,974.95 million in the previous year. The Company reported a total comprehensive income of Rs 12,075.83 million, with earnings per share (basic and diluted) at Rs 14.22, compared to Rs 25.96 in the previous year.

The audited consolidated financial statements of the Company prepared in accordance with the Ind AS to comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies

(Accounts) Rules, 2014 and the relevant provisions of the Act, is provided

in the Annual Report. The audited financial statements of subsidiary

companies are available on the website of the Company at https://www.manappuram.com/index.php/annuat-reports

The Company also implemented multiple campaigns to increase awareness among the customeRs about the benefits of digital transactions. Through its local marketing

initiatives, the Company covered individuals belonging to the masses segment and concentrated on getting close and peRsonally relevant to undeRstand the Financial needs of the people in these sections. Consistent review and monitoring at Field level was also done to ensure business propensity.

During the year, the Company undertook various employee engagement initiatives to motivate them and improve their efficiencies. The Company will continue to engage in such initiatives in the future to serve its customeRs better and thereby achieve higher growth.

For more details on the performance of the Company, business segments, risk management framework and initiatives, kindly refer Report on Management Discussion and Analysis.

6. SUBSIDIARIES/ASSOCIATES/JOINT VENTURES

- ITS PERFORMANCE HIGHLIGHTS AND STATE OF AFFAIRs

6.1. State of AffaiRs

Your Company holds 97.60% equity shares of Asirvad Micro

Finance Limited, 100.00 % 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 March 31, 2025.

6.1.1. ASIRVAD MICRO FINANCE LIMITED (AMFL)

Asirvad Micro Finance Limited (AMFL) a non-banking

finance company ("NBFC”) - microfinance 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. AMFL is one of the youngest NBFC-MFIs with a relatively strong credit rating of CRISIL AA-Rs which emphasises financial resilience and enables us to borrow at competitive costs. Among the MFI Peer Group in India, AMFL was the fiRst MFI to be rated AA- by CRISIL, highlighting the legacy of financial performance. AMFL was also the fastest MFI to receive the AA- rating, within a period of three yeaRs.

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. Demonstrating robust performance, the housing finance division achieved 20.81% growth in its AUM in Fiscal 2025, reflecting a commendable Compound Annual Growth Rate (CAGR) of 24% 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. Recognising the growing urbanisation 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 unorganised sector and Other 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 0.60 million, while for the Loans Against Property segment, it stands at about ? 0.61 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-authorised direct insurance broker, MAIBRO specialises 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, homeownerRss policies, peRsonal accident insurance, critical illness policies, travel insurance, and hospital cash policies) and has consistently achieved steady growth. MAIBRO innovative and technology-driven approach earned us a spot among the top 10 insurance broking startups of the year 2023. This recognition highlights the pivotal role of our groundbreaking digital insurance platform in our success. 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 MAIBRORss commitment to offering intelligent after-sales support, guiding consumeRs through every step of the insurance process. MAIBRORss online portal facilitates access for agents (POSP), enabling them to effectively sell diveRse policies to clients through a dedicated POSP login module. With a dedicated customer service team available round-the-clock, MAIBRO ensure a 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 our company. 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 your Company, offeRs audit,

taxation, and core IT services, catering to a broad spectrum of market needs including digital peRsonal loans, loan management, and microfinance solutions. During the year, MACOM undertook major technology upgrades to enhance efficiency, scalability, and customer experience. Fourteen critical applications, including Gold Loan modules, were modernised for better functionality and cloud readiness. MACOM has adopted advanced cloud-native technologies such as Pub/Sub, AlloyDB, GKE, and Vault, and introduced a low-code platform to accelerate developer onboarding. A new suite of AI-powered bots and automation tools was also launched, helping reduce operational costs, provide 24x7 multilingual customer service, and improve customer outreach. Further strengthening its security framework, MACOM attained the ISO 27001:2022 Information Security Management Systems Certification.

6.2. Performance highlights

6.2.1. Asirvad Microfinance Limited

During the financial year ended March 31, 2025, AMFL recorded a turnover of Rs 27,054 million as compared to the turnover of Rs 26,813 million recorded during the previous financial year ended March 31, 2024. Revenue from operations for the year ended March 31, 2025, has increased by 0.90 % over the corresponding period ended March 31, 2024. The Net profit/(loss) of AMFL for the financial year ended March 31, 2025, stood at Rs (6387.17) million as against the Net Profit of Rs 4,583 million for the financial year ended March 31,

2024. The loss before tax for the financial year ended March 31, 2025, reflects a decline of 230.46 % over the corresponding period for the financial year ended March 31, 2024.

6.2.2. Manappuram Home Finance Limited

Gross Income of the Company as on 31^st March, 2025 is Rs 3139.09 million as compared to Rs 2428.05 million for the year ended 31^st March, 2024, and Profit After Tax is Rs 227.77 million for the year ended 31^st March, 2025 as compared to Rs 199.01 million for the year ended 31^st March, 2024. AUM of the Company as on 31^st March, 2025 is Rs 18238.8 million as compared to Rs 1509.68 million for the year ended 31^st March 2024.

6.2.3. Manappuram Insurance BrokeRs Limited

Gross income of the Company for the year ended March 31, 2025, stood at Rs 702.91 million as compared to Rs 1041.21 million for the year ended March 31, 2024, and Profit After Tax for the year ended March 31, 2025, is Rs 517.78 million as compared to Rs 732.33 million for the year ended March 31, 2024.

6.2.4. Manappuram Comptech and Consultants Limited

During FY 2024-25, the company faced operational

challenges that impacted financial performance. An isolated incident involving unauthorised system access resulted in certain financial irregularities, which the management promptly addressed through appropriate legal and investigative measures. The company took decisive action by implementing enhanced controls. A provision of Rs 197.8 million was recognised in the financials for the quarter ended June 30, 2024, and a Settlement Agreement was executed with our client on November 5, 2024. Consequently, the company reported a loss of ? 104.34 million for FY 2024-25, compared to a profit of Rs 85.83 million in FY 2023-24. Management remains committed to strengthening operational safeguards and returning to profitability in the coming fiscal year.

There are no other companies that have become or ceased to be Subsidiaries/ Associates/ Joint Ventures of the Company during the Financial Year 2024-25. There has been no material change in the nature of business of subsidiary companies during the financial year 2024-25.

The Board of Director of your Company has

formulated a policy on material subsidiary, which is displayed on the website of the Company at https:// www.manappuram.com/policies-codes

As at March 31, 2025, Company has one material subsidiary ie., Asirvad Micro Finance Limited.

7. COMPANY OPERATIONS

Manappuram Finance Limited (MAFIL), established in 1949, is one of IndiaRss leading Non-Banking Financial

Companies (NBFCs), renowned for providing fast, secure, and accessible financial services. The CompanyRss 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 ornaments.

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 Ltd,

a wholly owned subsidiary, the Company offeRs affordable housing loans, particularly targeting self-employed

customeRs in Tier III and Tier IV towns.

I nsurance 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 59 metric tonnes of household gold under safe custody

8. SHARE CAPITAL

The Company has not made any allotment of equity shares, hence there is no change in the paid-up equity share capital of the Company. The issued, subscribed, and paid-up Equity Share Capital as on March 31, 2025 remains as Rs 1,692.87 million, consisting of 846,434,729 Equity Shares of the face value of Rs 2 each, fully paid-up.

During the year under review, the Company has not issued shares with differential voting rights, bonus shares and sweat equity shares. The Company has also not carried out any buyback of its equity shares during The said period.

8.1. Employee Stock Option Scheme (ESOS)

In order to retain the best available talent, ensure long term commitment to the Company, and encourage individual owneRship, Company has instituted employee stock options plans from time to time.

However, for the FY 2024-25, the company had not made any stock options to its employees.

8.2. Investor Education and Protection Fund

In accordance with the provisions of Sections 124, 125 and other applicable provisions, if any, If any of the Companies Act 2013, read the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016

(hereinafter referred to as RsIEPF RulesRs) (including any statutory modification(s) or reenactment(s) thereof for the time being in force), the amount of dividend remaining unclaimed or unpaid for a period of seven yeaRs from the date of transfer to the unpaid dividend account, is required to be transferred to the IEPF Authority, maintained by the Central Government.

Further, in accordance with Section 124(6) of the Companies Act 2013, read with the IEPF Rules, all the shares in respect of which dividend has remained unclaimed or unpaid for seven consecutive yeaRs or more from the date of transfer to the unpaid dividend account 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 Sec 124 (5) of the Companies Act 2013, your Company has transferred following unclaimed dividend to InvestoRs Education Protection Fund (IEPF).

This amount was lying unclaimed/ unpaid with the Company for a period of 7 (seven) yeaRs after

declaration of final dividend for the said 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 year your Company had, transferred 64,494

equity shares of the Company into the demat account of the IEPF Authority held with CDSL (DPID/ Client ID: 12047200 - 13676780) in terms of the provisions of Sec 124 (6) of the Companies Act 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time.

No claim will lie on Company on account of the dividend after the dividend is transferred to IEPF

9. CAPITAL EXPENDITURE

As on March 31, 2024 the Gross Fixed Assets of the

Company stood at Rs 7,312.13 million, with Net Fixed Assets at Rs 3,597.31 million. During the financial year 2024-25, the Company incurred capital additions amounting to Rs 1,451.02 million. Consequently, as on March 31, 2025, the Gross Fixed Assets increased to Rs 8,610.99 million, while the Net Fixed Assets stood at Rs 4,095.21 million.

10. FUTURE PROSPECTS

Manappuram Finance Limited remains committed to

sustaining its trajectory of diveRsified growth, underpinned by innovation and financial inclusion. The CompanyRss

forward-looking strategy is built around the following core pillaRs:

Product DiveRsification: The Company aims to broaden its loan portfolio beyond its flagship gold loan offering, with increased emphasis on microfinance, housing finance, vehicle and equipment finance, MSME lending, and peRsonal loans, thereby catering to a wider spectrum of customer needs.

Technology and Digital Innovation: Manappuram will continue to invest in emerging technologies such as AI-driven chatbots, optical character recognition (OCR)-based KYC, digital lending platforms, e-KYC integration, virtual office solutions, and advanced data analytics to enhance credit risk assessment, operational efficiency, and peRsonalised customer engagement.

Geographic Penetration: The Company will focus on expanding its footprint in semi-urban and rural markets through the establishment of co-located branches, with the dual objective of improving accessibility and achieving cost efficiency.

Operational Efficiency: Strengthening internal capabilities through the deployment of digital tools, customer

relationship management (CRM) systems, and targeted employee upskilling initiatives—comprising digital training modules and certified external couRses—remains a key operational focus.

Sustainability and Social Impact: Manappuram continues to uphold its commitment to corporate social responsibility, environmental stewardship, and employee welfare as integral components of its long-term strategy for inclusive and responsible growth.

Through these strategic initiatives, the Company aspires to emerge as a trusted, comprehensive financial services partner for IndiaRss underbanked and undeRserved populations.

11. RESOURCE MOBILIsATION/FUND RAISING

The Company, as an Non-Banking Finance Company (NBFC), mobilisation of resources at optimal cost and its deployment in the most profitable and secured manner constitutes most important functions of the Company.

11.1. Bank Finance

Bank Finance remains an important source of funding for your Company. Your Company as at March 31, 2025

availed various credit facilities from 29 banks, 2 NBFC (Bajaj Finance & NABKISAN Finance), Life Insurance Corporation (LIC) and International Finance Corporation (IFC) etc.

Management has been making continuous efforts to broaden the resource base of the Company to maintain its competitive edge.

Borrowings (Other than Debt Securities)

As at March 31, 2025, the total borrowings (other than debt securities) of the Company stood at Rs 208,903.60 million, reflecting a growth of 15.85% over the previous yearRss figure of Rs 180,328.51 million. All borrowings have been recognised at amortised cost and were fully secured.

The increase in borrowings was primarily driven by:

A rise in Indian rupee term loans from banks, which grew to Rs 108,771.59 million (FY 2023-24: Rs 88,029.23 million);

A significant increase in foreign currency term loans from banks, amounting to Rs 25,424.86 million (FY 2023-24: Rs 12,070.31 million), indicating a strategic effort to diveRsify funding sources;

A marginal reduction in working capital demand loans, which stood at Rs 72,169.16 million compared to Rs 74,190.12 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, 2025 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.

11.2. Non-Convertible Debentures:

Your Company has successfully raised Rs 4500 million

through issuance of Non-Convertible Debentures through private placement during FY 2024-25.

11.3. External Commercial Borrowings

Your Company borrows 25,424.86 million through its

External Commercial Borrowing (RsECBRs) Programme. These borrowings are governed by RBI guidelines which requires 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 IndiaRss Master Direction - External Commercial Borrowings, Trade Credits and Structured Obligations.As at March 31, 2025,

the outstanding amount under ECBs stood at ? 25,424.86

million, as against Rs 12,070.31 million as at 31^st March 2024. 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.

11.4. Commercial Paper

The Company had issued commercial papeRs (CPs) in the normal couRse of business to meet its short-term funding requirements.

These commercial papeRs 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 March 31, 2025 stood at Rs 2,941.43 million, reflecting a decrease from the previous yearRss balance of Rs 8,357.10 million, due to reduced short-term borrowings and optimisation of funding mix.

The Company has not defaulted in the repayment of principal or interest (where applicable) on any of the commercial papeRs issued during the reporting period.

Mobilisation of funds during the year under review from following sources/ instruments are summarised below:

Your Director are confident that the Company will be able to raise adequate resources for onward lending in line with its business plans.

12. CREDIT RATING

Your Company holds 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 year

International Credit Rating

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

Your Company has put in place, well defined and adequate Internal Control System, and Internal Financial Control (IFC) mechanism commensurate with size, scale, and complexity of its operations to ensure control of entire business and assets. The internal audit policy has been upgraded as Risk Based Internal Audit Policy based on the RBI Circular - RBI/2020-21/88 (Ref. No. DoS. CO. PPG. / SEC.05/11.01.005/2020-21) dated 3^rd February, 2021 and functioning of internal audit is also realigned as per the policy. The functioning of controls is regularly monitored to ensure their efficiency in mitigating risks. 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 CompanyRss assets, ensuring the quality of assets pledged, and also evaluates the adequacy of risk management systems at its operating units.

During the 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 operating 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. The company had appointed M/S Deloitte as an advisory service provider for FY 2024-25 to support internal audit function along with inhouse team. Board also proposed to appoint PWC to provide -advisory service to assist management of the company in the appraisal of its internal control functions, recommend improvements in processes and procedures and surface significant observations and recommendations for process improvements.

As per Term of Reference, the Audit Committee of the Board is the concern authority wherein the Internal Audit Department reports to the Committee regarding significant audit findings and undertakes preventive and corrective measures to protect 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. Currently, the Audit system which the Company has been following is best in house with completely autonomous function and built on the best corporate governance framework.

I nternal Control Systems and their adequacy has been discussed in more detail in Management Discussion and Analysis.

14. 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.

15. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is attached

and forms an integral part of the Annual Report. The report discusses in detail, the overall industry situation, economic developments, sector wise performance, outlook and state of companyRss affaiRs.

16. CORPORATE GOVERNANCE

The Company is committed to achieving and adhering to the highest standard of Corporate Governance. It believes in and practices good corporate governance. The Company maintains transparency and also enhances corporate accountability. In terms of Regulation 34 of SEBI Listing Regulations read with Schedule V, the following forms part of this Report:

a. Declaration regarding compliance to Code of Conduct by the Board MembeRs and Senior Management PeRsonnel;

b. A certificate from a Practicing Company Secretary that none of the Director on the Board of the Company have been debarred or disqualified from being appointed or continuing as Director of Companies by the Board/ Ministry of Corporate AffaiRs or any such statutory authority;

c. Report on the Corporate Governance; and

d. Practicing Company Secretaries certificate regarding compliance of conditions of Corporate Governance.

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

Your Company has a well-structured Corporate Social Responsibility (RsCSRRs) Policy configuring the programmes,

projects and activities that your Company undertakes to create a significant positive impact on under-privileged section of the society especially in Thrissur, Kerala. All these programmes fall within the purview of Section 135 read

with Schedule VII of the Companies Act 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (RsCSR RulesRs). CSR Policy indicating the activities to be undertaken by the Company have 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 CompanyRss 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 ie., Manappuram Foundation and Lions Club International Foundation India (LCIF India) to implement projects in the CSR focus area viz. promotion of quality education, promotion of healthcare, Rural development projects, women empowerment, environment sustainability etc which includes both ongoing and one year projects.

During the FY 2024-25, your Company was required to spend Rs 384.46 million under CSR as enumerated in Section 135(5) of the Act. Your Company has spent an amount of Rs 393.77 million on CSR activities. Further, in terms of the amended CSR Rules, the Chief Financial Officer has certified that the funds disbuRsed have been utilised for the purpose and in the manner approved by the CSR Committee and the Board of Director of your Company.

The Corporate Social Responsibility initiatives taken by the Company during the FY 2024-25, is detailed in the Report

on CSR activities which is annexed herewith marked as Annexure 1.

I n India, ESG (Environmental, Social, and Governance) is a rapidly progressing segment, concentrates on how the business conglomerate can integrate sustainability and ethical practices into their operations. ItRss a framework for evaluating a companyRss overall sustainability impact across environmental, social, and governance dimensions, going beyond traditional financial metrics. As a responsible organisation your Company takes various measures to mitigate its business impact on the environment, ensure its conduct is responsible towards the internal and external stakeholder and invest in good governance practices. Our various efforts towards responding to the stakeholder needs and concerns are addressed in the Business Responsibility and Sustainability Report (RsBRsRRs), covering the nine principles of National Guidelines on Responsible Business Conduct (NGRBC). The BRsR provides an avenue for disclosing an overview of the entityRss material ESG risks and opportunities, goals and targets related to sustainability and performance against them. As per Regulation 34 of the SEBI Listing Regulations, BRsR for FY 2024-25 forms part of this Report.

18. RISK MANAGEMENT:

Risk management is integral to the CompanyRss strategic and operational resilience. A well-defined Enterprise Risk Management (ERM) Framework and Policy, approved by

the Board of Director, underpins the CompanyRss 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 organisation. The ERM Framework is designed to ensure effective resource utilisation, business continuity, and

long-term value creation.

The Risk Management Committee of the Board, constituted in accordance with the RBI Scale-Based Regulation Direction dated October 19, 2023 and SEBI Listing Regulations, provides oveRsight on the implementation

and effectiveness of the ERM framework. The CommitteeRss 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 organisation.

The latest veRsion of the Enterprise Risk Management Framework and Policy is available on the CompanyRss

website: https://www.manappuram.com/policies-codes

For detailed Risk Management procedure and Terms of Reference of the Company, please refer to the Management Discussion & Analysis Report and the Corporate Governance Report which are annexed to this report.

19. HUMAN RESOURCES

At Manappuram Finance Limited, our Human Resources strategy is centered around fostering a dynamic and inclusive work environment that promotes employee engagement, talent development, and organisational

growth. Led by Dr. Renjith PR, our Chief Human Resources Officer, the HR department focuses on several strategic initiatives:

1. Talent Management: We prioritise attracting, retaining, and developing top talent through comprehensive

recruitment processes, robust training programs, and career development opportunities. Our goal is to build a skilled and motivated workforce that drives the companyRss success

2. Employee Engagement: We implement various initiatives to enhance employee satisfaction and engagement, including regular feedback mechanisms, recognition programs, and wellness activities. These efforts ensure that our employees feel valued and connected to the companyRss mission

3. Learning and Development: Continuous learning is a corneRstone of our HR strategy. We offer a range of training programs, workshops, and e-learning modules to help

employees acquire new skills and advance their careeRs. This commitment to learning supports both individual and organisational growth

Organisational Culture

Manappuram Finance Limited is committed to maintaining a strong organisational culture that emphasises transparency, ethics, and collaboration. Our core values are reflected in

our daily operations and interactions:

1. Ethical Practices: We uphold the highest standards of ethics and integrity in all our business dealings. This commitment to ethical practices fosteRs trust and credibility among our stakeholder

2. Transparency: We believe in open communication and transparency at all levels of the organisation. This approach ensures that employees are well-informed and aligned with the companyRss goals and objectives

3. Collaboration: Our culture encourages teamwork and collaboration across departments. By working together, we leverage diveRse peRspectives and expertise to achieve common goals and drive innovation

Integration of Information Technology within HR

The integration of Information Technology within the HR department at Manappuram Finance Limited has been pivotal in enhancing efficiency and effectiveness. Our digital strategy is built on three pillaRs: Innovate, Differentiate, and Execute

1. Innovate: We leverage innovative technologies to streamline HR processes, such as SMS-based communication, WhatsApp-based platforms, and

digital scorecards. These tools help us penetrate more markets and stay ahead of the competition.

2. Differentiate: We establish business differentiatoRs through advanced IT solutions like Customer Relationship Management (CRM), Mobile Device Management (MDM), and Robotic Process Automation (RPA). These technologies enhance our HR operations and ensure a unique employee experience

3. Execute: We consolidate our IT infrastructure by moving to private cloud solutions, replacing PCs with mobile devices, and setting up outsourced information security organisations. These measures improve service delivery and support our digital transformation journey.

HR Automation

To further enhance our HR operations, we have implemented several automated processes:

1. Onboarding: Our onboarding system ensures a seamless and efficient integration of new employees into the organisation. This system includes digital

forms, e-signatures, and automated workflows to streamline the onboarding process

2. Probation Confirmation: We utilise automated systems to track and confirm the probation period of employees. This ensures timely evaluations and confirmations, enhancing employee satisfaction and organisational efficiency

3. Creating PeRsonal Files: The creation and maintenance of peRsonal files for permanent employees are automated, ensuring accurate and secure record-keeping. This system allows for easy access and management of employee information

4. Performance Management System: Our performance management system can be integrated with advanced analytics and AI to provide real-time feedback and evaluations. This system supports continuous

performance improvement and career development

5. Exit Process: The exit process is automated to ensure a smooth transition for departing employees. This includes automated exit interviews, clearance procedures, and final settlements

MADU Platform and AI Integration

MADU (Manappuram Digital UniveRsity) is a cutting-edge

digital education platform designed to revolutionise learning and development within the organisation. Developed by our in-house Learning & Development Team, MADU offeRs a comprehensive suite of learning tools and resources

1. Classroom Training: Facilitates traditional instructor-led training sessions, enhancing skills and knowledge through direct interaction

2. Virtual Training: Provides live interactive learning experiences through videoconferencing, allowing remote collaboration and real-time engagement

3. E-Learning: DeliveRs visualised, interactive learning content accessible anytime, anywhere, supporting continuous learning

4. Blended Learning: Combines traditional and modern learning methods to cater to diveRse learning needs

5. Digital Library: OffeRs a vast collection of digital resources, including books, study materials, and video tutorials

The MADU platform will be upgraded with AI integration to enhance its capabilities. AI-driven features include peRsonalised learning paths, predictive analytics for training needs, and automated content recommendations.

These advancements ensure a tailored and effective learning experience for all employees

20. DEPOSITS FROM PUBLIC

As you are aware, your Company had stopped acceptance of deposits from the public since FY 2009-10. Your Company had converted itself into a non-deposit taking Category RsBRs NBFC. During FY 2024-25 the Company has not accepted

deposits as per Chapter V of the Act.

The Company has no unclaimed deposit as at March 31, 2025.

21. RBI GUIDELINES

The Company comply with the RBI SBR Direction and all the applicable laws, regulations, guidelines, etc. prescribed by RBI from time to time. The Company was identified as NBFC-Middle Layer under the RBI SBR Direction. In compliance with the requirement of RBI SBR Direction the Company has defined and appointed various control functions such as Chief Risk Officer, Chief Compliance Officer, Head of Internal Audit, Chief Information Security Officer.

Your Company has complied with all the applicable regulations prescribed by the Reserve Bank of India from time to time. Please refer note 49-57, 63-70 of Notes forming part of Standalone Financial Statements for additional disclosures required under RBI Guidelines applicable to the Company.

22. MARKETING & PROMOTION INITIATIVES

At Manappuram Finance, our marketing and promotional strategies are designed to strengthen brand visibility, enhance customer engagement, and support business growth across all segments. In line with evolving market dynamics and consumer behaviour, we have adopted a digital-fiRst approach to connect with our audiences more effectively and efficiently. Our social media platforms, including Facebook, Instagram, YouTube, and Google, have become key driveRs of outreach and interaction. These platforms are actively used to disseminate comprehensive product information, share real-time updates, highlight branch-specific services, and present authentic customer testimonials. These efforts not only build credibility but also foster a sense of community among our existing and potential customeRs.

We run sustained and targeted advertising campaigns across digital channels to promote our schemes and services. These campaigns are backed by data-driven insights to ensure they reach the right audience segments, maximising both visibility and conveRsion. In addition, we continuously track engagement metrics to optimise content performance and refine our messaging strategy. Our marketing initiatives are aligned with the organisationRss broader strategic objectives, ensuring a cohesive and impactful brand presence across all customer touchpoints.

22.1. QUALITY AND ACCOLADES:

During the year, your company has received the following awards and recognitions:

a) Exemplary LeadeRship in CSR - EdelGive Hurun India: VP Nandakumar, MD & CEO of Manappuram Finance Ltd., was honoured with the 2025 EdelGive Hurun India Award for Exemplary LeadeRship in CSR at the India Philanthropy Summit in Mumbai. The recognition celebrates his role in driving impactful social initiatives through Manappuram Foundation.

b) Economic Times CSR Award 2024: Manappuram Foundation (The implementing agency of the company) received the Economic Times CSR Award at a ceremony held in New Delhi. The award was received as an acknowledgment to the FoundationRss commitment to community development and sustainability.

c) Recognition at 16^th National Conference - FVTRs (2024) the 16^th National Conference by FVTRs in Bangalore: Manappuram Foundation was recognised for its impactful work in skill development and livelihood enhancement, reaffirming its role in empowering vulnerable communities across India.

23. CAPITAL ADEQUACY

Your CompanyRss Capital Adequacy Ratio as of March 31, 2025, stood at 30.91% 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%. Out of the above, the Tier I capital adequacy ratio stood at 30.91% % and the Tier II capital adequacy ratio stood at 0.00%.

24. PARTICULAR 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 Reserve Bank of India are exempt from the applicability of provisions of Section 186 of the Act. As such, the Particular of loans and guarantee have not been disclosed in this Report. During the year under review, the Company has invested surplus funds in various securities in the ordinary couRse of business. For details of the investments of the Company, refer to Note 13 of the financial statements.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are provided in Note No.10, 11,20, &20.2 to the to the Standalone Financial Statement.

25. 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 March 31, 2025, is hosted on

the website of the Company and can be accessed at https:// www.manappuram.com/investoRs/annual-reports.html

26. 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 SEBI Listing Regulations. Details on Audit committee, terms of reference and meetings appear on the Report on Corporate Governance annexed to this report. All recommendations of the Committee were accepted by your Board during the financial year 2024-25.

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 SEBI Listing Regulations. Details of the Committee, terms of reference and meetings appear on the Report on Corporate Governance annexed to this report. All recommendations of the Committee were accepted by your Board during the financial year 2024-25.

c. StakeholderRs Relationship and Securities Transfer Committee:

Your Company has constituted StakeholderRs Relationship

and Securities Transfer Committee, in accordance with the requirements of the Act, RBI directions, and SEBI Listing Regulations. Details of the Committee, terms of reference and meetings appear on the Report on Corporate Governance annexed to this report.

d. Corporate Social Responsibility Committee:

Your Company has constituted an Corporate Social

Responsibility Committee, in accordance with the requirements of the the Act and other applicable rules and regulations. Details of the Committee, terms of reference and meetings appear on the Report on Corporate Governance annexed to this report.

e. Risk Management Committee:

Your Company has constituted Risk Management Committee, in accordance with the SEBI Listing Regulations and other applicable rules and regulations. Details of the Committee, terms of reference and meetings appear on the Report on Corporate Governance annexed to this report.

27. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In puRsuance of Section 177(9) of the Act and Regulation 4(2)(d)(iv) of the SEBI Listing Regulations, the Company has implemented vigil mechanism named RsWhistle Blower Policy and Vigil MechanismRs to provide a formal mechanism to the Director and employees to report their concerns about unethical behavior, actual or suspected fraud or

violation of the CompanyRss Code of Conduct or Business

Ethics Policy. The Policy provides for adequate safeguards against victimisation 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. Company has ensured that its employees are aware of the content and procedure of the policy and fully protected. The Whistle Blower Policy and Vigil Mechanism may be accessed on the CompanyRss website at the link: https:// www.manappuram.com/policies-codes

No complaints were reported during the FY 2024-25

28. DIRECTORRs RESPONSIBILITY STATEMENT

The Board of Director, to the best of their knowledge and ability, confirm that:

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

i i. 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 sufficient 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;

i v. 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

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 CompanyRss internal financial controls were adequate and effective during FY 2024-25.

29. PARTICULAR OF CONTRACTS OR

ARRANGEMENT WITH RELATED PARTIES:

In puRsuance to the requirements of the Act and the SEBI Listing Regulations, the Company has in place a Policy

on Related Party Transactions and the same can be accessed on the CompanyRss website at Policy on https:// www.manappuram.com/policies-codes. All transactions

with Related Parties are placed before the Audit Committee for approval. All related party transactions that were entered into during the financial year, the Particular of such transactions are disclosed in the notes to the financial statements.

During the financial year 2024-25, all contracts or arrangements with related parties under Section 188 of the Companies Act, 2013, were in the ordinary couRse of business and on an armRss length basis, except settlement agreement between Manappuram Finance Limited (MAFIL) and Manappuram Comptech and Consultants Ltd (MACOM), dated 05/11/2024 on account of following facts:

i. On July 26, 2024, MAFIL was informed of embezzlement of approximately Rs 19.78 crore by an employee of its subsidiary, MACOM, through unauthorised access.

ii. An independent investigation by KPMG confirmed no further instances beyond this amount.

iii. MAFIL submitted a recovery plan, which was approved by MACOMRss Board on November 1, 2024, considering MACOMRss financial position.

iv. A settlement agreement was executed on November 5, 2024, for the full recovery of Rs 19.78 crore, structured as per schedule:

i mmediate cash payment: Rs 2.5 crore in Q3 FY 2024-25.

• Quarterly adjustments: Rs 1 crore against ongoing services.

• Additional cash payments: Up to Rs 1 crore in

subsequent quarteRs, if needed.

v. As the amount is fully recoverable, there is no impact on the audited standalone financials for the year ended March 31, 2025.

Further, the Company did not enter into any contract, arrangement, or transaction with related parties that could be considered material under Regulation 23 of the SEBI Listing Regulations and the CompanyRss policy on related

party transactions hence this not form part of AOC-2.

Your Director draw the attention of the MembeRs to note nos. 42-43 of the Standalone Financial Statement which sets out related party disclosures.

30. LISTING WITH STOCK EXCHANGES

Your CompanyRss equity shares are listed on the National Stock Exchange of India Ltd (NSE) and BSE Limited (BSE).

Non- Convertible Debentures issued by the Company through public issues/ private placement are listed on the National Stock Exchange of India Ltd and BSE Ltd. Your Company confirms that it has paid the Annual Listing Fees for the financial year 2024-25 to BSE and NSE where the CompanyRss securities are listed.

31. DIRECTOR AND KEY MANAGERIAL PERsONNEL

31.1. Board Composition

The composition of the Board of Director of the Company is governed by the Act and Regulation 17 of the SEBI Listing Regulations and is in conformity with the same. As on the date of this Report, the Board of Director comprised of a combination of Ten Director (2 Executive Director and 8 Non-Executive Director). The Board mix provides a combination of professionalism, knowledge and experience required in the NBFC sector. The details of Board Composition, skills possessed by each director along with other details as required to be provided under SEBI Listing Regulations, have been given in detail in the Corporate Governance report.

31.2. Appointments during the financial year 2024-25

1. Mr. Abhijit Sen (DIN: 00002593), who was appointed as an Independent Director for a term of five (5) consecutive yeaRs from August 27, 2019, to August 27, 2024 (both days inclusive), has given his consent for re-appointment and submitted a declaration confirming that he meets the criteria of independence under Section 149(6) of the Companies Act, 2013, the rules framed thereunder, and Regulation 16(1)(b) of the SEBI Listing Regulations. The membeRs of the Company have re-appointed him as an Independent Non-Executive Director for a second term of five (5) consecutive yeaRs, commencing from August 28, 2024, to August 27, 2029, not subject to retirement by rotation.

2. Mr. Edodiyil Kunhiraman Bharat Bhushan (DIN:

01124966) was appointed as Non-Executive Independent Director of the Company by the shareholder puRsuant to the Postal Ballot route on

April 3, 2024 for a term of three (3) consecutive yeaRs with effect from March 01, 2024, to February 28, 2027, not subject to retirement by rotation.

31.3. Cessations/ Retirements during the financial year 2024-25

1. During the year under review, Adv. V.R. Ramachandran and Mr. P. Manomohanan had retired from their respective positions on the Board upon completion of their terms on July 31, 2024.

2. Additionally, Mr. S.R. Balasubramanian, Non-Executive Non-Independent Director, resigned from the Board of Director of the Company with effect from May 9, 2024.

The Board of Director of the Company appreciated the guidance and contribution on various matteRs made by Mr. V.R. Ramachandran, Mr. P. Manomohanan and Mr. S.R. Balasubramanian during their tenure.

31.4. Director 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 33^rd Annual General Meeting (AGM). Relevant details pertaining to her re-appointment, as required under Para 1.2.5 of the Secretarial Standards issued by ICSI on General Meetings and Regulation 36(3) of the Listing Regulations, is provided in the notice convening the 33^rd AGM. The brief profiles of Director seeking re-appointment are also available on the website of the Company at https:// www.manappuram.com/management-team

The Board of Director of the Company are duly constituted as per provisions of the Act and Rules thereunder. None of the Director of the Company are disqualified under the provisions of the Act or the SEBI Listing Regulations. All the Director of the Company have confirmed that they satisfy the RsFit and ProperRs Criteria as prescribed under RBI SBR Direction , as amended, and that they are not disqualified from being appointed/ continuing as Director in terms of Section 164(2) of the Act.

31.5. Changes in Key Managerial PeRsonnel during the FY 2024-25

During the year under review, there were no changes in the Key Managerial PeRsonnel appointed puRsuant to Section 203 of the Act. In terms of said provisions of the Act, the following are the Key Managerial PeRsonnel (RsKMPsRs) of the Company as on the date of this report:

1. Mr. Nandakumar VP, Managing Director & CEO.

2. Dr. Sumitha Nandan, Executive Director.

3. Ms. Bindu A. L., Chief Finance officer.

4. Mr. Manoj Kumar V R, Company Secretary &

Compliance officer.

Details of Senior Management PeRsonnel of the Company are provided in the report on Corporate Governance attached to the BoardRss Report. During the year under review, there were no changes in the Senior Management PeRsonnel in the Company except as below:

The Head of the Human Resources Department has been replaced, and Dr. Ranjith P.R., formerly the Head of HRM Training, has been re-designated as the Chief Human Resource Officer (CHRO)

31.6. DECLARATION FROM INDEPENDENT DIRECTOR ON ANNUAL BASIS

Your Company has received necessary declarations from all the Independent Director of the Company confirming that they meet the criteria as mentioned in Section 149 of the Act and the SEBI Listing Regulations. Your Company has also

received undertaking and declaration from each director on fit and proper criteria in terms of the provisions of the RBI SBR Direction . A statement by Managing Director & CEO confirming receipt of this declaration from Independent Director 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 their status as Independent Director of the Company and the Board is satisfied of the

integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Director on the Board. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Director) Rules, 2014, as amended, Independent Director of the Company have included their names in the data bank of Independent Director maintained with the Indian Institute of Corporate AffaiRs (IICA).

During the year under review, the non-executive Director of the Company had no pecuniary relationship or transactions

with the Company other than the sitting fees, commission, if any and reimbuRsement of expenses incurred by the for the purpose of attending the meetings of the Board or Committees of the Company.

31.7. Fit and Proper Policy

The Company adheres to the process and methodology prescribed by the RBI in respect of the RsFit & ProperRs criteria as applicable to NBFCs, signing of Deeds of Covenants

which binds the Director to discharge their responsibilities to the best of their abilities, individually and collectively in order to be eligible for being appointed/ re-appointed as a director of the Company.

All the Director of the Company have confirmed that they satisfy the Rsfit and properRs criteria as prescribed in Chapter XI of RBI SBR Direction and that they are not disqualified

from being appointed/continuing as Director in terms of Section 164(2) of the Act. Your Company has also received undertaking and declaration from each director on fit and proper criteria and the same were placed before the Nomination Compensation and Corporate Governance Committee and Board for its review and noting.

31.8. Familiarisation Programme for Independent Director:

I n compliance with the requirement of Regulation 25 of SEBI Listing Regulations, the Company has put in place a familiarisation programme for the Independent Director to familiarise them about the Company and their roles, rights, responsibilities in the Company. The details of the familiarisation programme along with the number of houRs spent by each of the Independent Director during the FY 2024-25 are explained in the Corporate Governance Report. The same is also available on the website of the Company at https://www.manappuram.com/ familiarisation-programme-independent-Director

31.9. Performance Evaluation

The Board conducted the performance evaluation of the Individual Director, Board Committees, Board as a whole and the Chairman of the Board in accordance with the provisions of the Act and the SEBI Listing Regulations, including the Guidance Note on Board Evaluation issued by SEBI.

The Board of Director decided to appoint a third party to assist the Board in carrying out the formal evaluation of the Board puRsuant to which NASDAQ Corporate solutions was appointed to assist in the evaluation process of its own performance, board committees and individual Director puRsuant to the provisions of the Act and the corporate governance requirements as prescribed under the SEBI Listing Regulations, 2015. As a part of the evaluation process, questionnaire on various aspects governing the company was circulated to Director for their individual opinion through electronic mode, thereafter individual telephonic interviews with all Director were carried out and it was ascertained that the company has maintained the highest standards of corporate governance and integrity in all its practices. The Nomination, Compensation and Corporate Governance Committee and the Board of Director of the Company further considered the observations and have

taken necessary measures to implement the suggestions. These meetings were intended to obtain DirectorRs input on effectiveness of Board/Committee processes.

The Board evaluated the effectiveness of its functioning and that of the Committees and of Director by seeking their inputs on various aspects of Board/Committee Governance through structured questionnaire.

The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfilment of DirectorRs obligations and fiduciary

responsibilities, including but not limited to, active participation at the Board and Committee meetings.

The Board considered and discussed the inputs received from all the Director. Further, the Independent Director at their meeting reviewed the performance and role of Non-Independent Director, the Board as a whole along with ChairpeRson of the Company and had also assessed the quality, quantity, and timeliness of flow of information between the Company management and the Board that was necessary for the Board to perform their duties effectively and reasonably.

Based on inputs received from the membeRs, it was revealed that the overall performance evaluation of the Board, composition, and quality, undeRstanding the business including risks, process and procedures, oveRsight of financial reporting process including internal controls and audit functions, ethics and compliances and monitoring activities, has been found to be reasonably good. Similarly, the effectiveness of the Board Committees has been rated good. The Committees of the Board function effectively. Sufficient time is allotted for discussion of the agendas. The performance of the Chairman of the Company has been found to be good. The Chairman demonstrates effective leadeRship qualities and skills, provides strategic directions and guidance to the Company and addresses recommendations/ suggestions of the Board MembeRs including divergent views. Overall, the Board is functioning very well in a cohesive and interactive manner.

31.10. Remuneration Policy:

The Board of Director has, on the recommendation of the Nomination Compensation and Corporate Governance Committee, adopted a policy on directorRss appointment and remuneration for Director, Key Managerial PeRsonnel and other employees including criteria for determining qualification, positive attributes, and independence of Director which inter-alia includes policy for selection and appointment of Director, Key Managerial PeRsonnel, Senior Management PeRsonnel, and their remuneration in compliance with the provisions of Section 178 of the Act. The Remuneration Policy of the Company is available on the CompanyRss website at https://www.manappuram.com/ policies-codes

Some of the salient features of which are as follows:

i . To regulate the appointment and remuneration of Director, key managerial peRsonnel and the senior management peRsonnel;

i i . To identify peRsons who are qualified to become

Director as per the criteria/ Board skill matrix identified by the Board;

i ii. To ensure proper composition of Board of Director

and Board diveRsity;

iv. To ensure that level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Director, key managerial peRsonnel and senior management and their remuneration involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to CompanyRss working and its goals.

31.11. Code of Conduct for Director and Employees:

The Company has adopted a Code of Conduct for its Director and employees including a Code of Conduct for Independent Director which suitably incorporates the duties of Independent Non-Executive Director as laid down in the Act. The said Codes can be accessed on the CompanyRss website at https://www.manappuram.com/ corporate-governance

In terms of the SEBI Listing Regulations, all Director, Key Managerial PeRsonnel and Senior Management PeRsonnel have affirmed compliance with their respective codes. The Managing Director & CEO has also confirmed and

certified the same, which certification is provided at the end of the Report on Corporate Governance.

32. MEETINGS OF THE BOARD

During the financial year 2024-25, Board of Director met

on (12) Twelve occasions. Details of various meetings of the Board are given in the Corporate Governance Report which is a part of this report.

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

The information puRsuant to Section 134(3) (m) of the Act read with the Companies (Accounts) Rules, 2014 are provided as Annexure 3 to this report.

34. AUDITS

a. Statutory Audit under Section 139 of the Act:

In compliance with the Reserve Bank of IndiaRss Guidelines on appointment of Statutory Auditor(s) by Non-Banking Financial Company ("NBFC") vide Circular RBI/ 2021-22/25 Ref. No. DoS. CD.ARG/ SEC.01/ 08.91.001/ 2021-22 dated 27^th April, 2021 ("RBI Guidelines") 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 Day of 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 to conduct the audit of accounts of the Company on such remuneration plus out of pocket expenses, if any, as may be mutually agreed upon between the Board of Director of the Company and the said Joint Statutory AuditoRs. The Joint Statutory AuditoRs holds a valid peer review certificate as prescribed under the SEBI Listing Regulations.

The AuditoRsRs 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 AuditoRsRs Reports are self-explanatory and do not call for any further comments. Further, the statutory auditoRs of your Company had reported an instance of fraud that took place in the branch of the Company to the Audit Committee and the Board of Director of the Company, the details as are follows:

i. On July 26, 2024, the Company was informed by its Subsidiary, namely Manappuram Comptech and Consultants Ltd (“MACOM”), providing lT Support

Services to the Company, of instances of embezzlement of funds of the Company to the extent of approximately Rs 19.78 crore through unauthorised access.

ii. The management of MACOM appointed an independent consultant to carry out an investigation, who concluded its investigation and confirmed through its report dated October 19, 2024 that no incremental instances of embezzlement of funds were noted by them and the assessed loss remains same to the extent of Rs 19.78 crore as determined during the preliminary findings.

iii. Considering that an employee of MACOM was involved in the embezzlement of funds, the Company has submitted a recovery plan to MACOM for Rs 19.78 crore, which had been approved by the Board of Director of MACOM in its meeting held on November 1, 2024 after considering the financial position of MACOM and its income and other relevant aspects, which will facilitate the recovery of the dues over a period of 4 yeaRs, for which the Company has entered into a settlement agreement dated November 5, 2024 with MACOM.

iv. Since the amount of Rs 19.78 crore is fully recoverable from MACOM, there is no additional impact, which needs to be accounted in the audited standalone financial results for the period ended March 31, 2025.

The notes annexed to the Standalone and Consolidated financial statements referred in the Independent AuditoRsRs Reports are self- explanatory and do not call for any further

comments. The reports issued by Statutory Auditor does not contain any qualification, reservation, adveRse remark, or disclaimer.

There were no frauds reported by the statutory auditoRs to Audit Committee or Board under Section 143 of the Act.

b. Secretarial Audit

The board of Director at its meeting held on May 9, 2025 recommended the appointment of M/s. KSR & Co, Company Secretaries LLP, Coimbatore, Peer Reviewed Firm of Practising Company Secretaries (PR No. 2635/2022) as the Secretarial AuditoRs of the Company for 1^st term of 5 (five) consecutive yeaRs commencing from the financial year 2025-26 till the financial year 2029-30 subject to the approval of the shareholder of the Company at the ensuing AGM. Secretarial audit report for year ended on 31^st March, 2025 as provided by KSR & Co. Practicing Company Secretaries LLP, is annexed to this Report as Annexure- 4.

No Fraud has been reported by the Secretarial auditoRs under Section 143(14) of Companies Act 2013.

The reports issued by Secretarial Auditor does not contain any qualification, reservation, adveRse remark, or disclaimer.

c. Cost records and Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

d. Information systems Audit

In terms of the Master Direction of the Information Technology Framework for the NBFC Sector, NBFCs are required to have an information system audit at least once a year. In compliance with the aforesaid RBI Master Direction, your Company has engaged PricewaterhouseCoopeRs (PwC) to conduct an IS audit for FY 2024-25. The scope of the audit coveRs inter alia, Cloud Security Review, SOC (System and Organisation Controls), Call Centre Audit, Physical and Information Security, Telecommunication Risks, Local and Wide Area Network, Security Configuration Review, Endpoint Security Review, Vendor Security Review, Network VAPT, VAPT of Critical Systems, Backup, Restoration, DR, and BCP Effectiveness, IT General Controls (ITGC) Effectiveness, Compliance Review, Compliance with Regulatory Requirements, Database Security, Operational Risk Assessment, Application Security Assessment.

e. AuditoRsRs certificate on Corporate Governance

The AuditoRs (KSR & Co. Practicing Company Secretaries LLP) certificate confirming compliance with the conditions of corporate governance as stipulated under the SEBI

Listing Regulations for financial year 2024-25 is provided

along with the Report on Corporate Governance.

f. Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2024-25 for all applicable compliances as per SEBI Regulations and CirculaRs/ Guidelines issued thereunder. The Annual Secretarial Compliance Report was submitted to the stock exchanges within 60 days from the end of the financial year and the same is available on the CompanyRss website at the https://www.manappuram.com/ secretarial-compliance-report

g. Certificate on Non-Disqualification of Director

Certificate on Non-Disqualification of Director issued by KSR & Co. Practicing Company Secretaries LLP, Coimbatore - 641018, is enclosed along with the Report on Corporate Governance.

35. PROTECTION OF WOMEN AT WORKPLACE

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

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

The Company has constituted an Internal Complaints Committee (RsICCRs), 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 its respective Rules provides 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 Internal Complaints Committee during the financial year 2024-25 are as under:

No complaints were pending for more than 90 days during FY 2024-25. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the POSH Act.

36. PARTICULAR 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

I n terms of the proviso to Section 136(1) of the Act, the Report is being sent to all MembeRs, excluding the statement with respect to employees employed throughout the year and employees employed for part of the year who were in receipt of remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial PeRsonnel) Rules, 2014. The statement is available for inspection by any Member on request. Any Member interested in obtaining a copy of the said statement, may write an email to the Company Secretary at cosecretary@ manappuram.com.

37. SIGNIFICANT & MATERIAL ORDERs PASSED BY THE REGULATORs/ COURTS/ TRIBUNAL

There were no significant/ material ordeRs passed by the regulatoRs or courts or tribunals during the financial year 2024-25, impacting the going concern status and CompanyRss operations in future.

38. DETAILS OF AUCTIONS HELD DURING THE YEAR 2024-25

Additional disclosures as required by RBI (Non Banking Financial Company-Scaled Based Regulations) Directions, 2023 are as

ni\/on holn\A/-

Note: No sister concern participated in the auctions during the year ended on 31^st March, 2024 and 31^st March, 2025.

39. DISCLOSURE PURsUANT TO PART A OF SCHEDULE V OF SEBI LISTING REGULATIONS

Disclosure puRsuant to Part A of Schedule V read with Regulation 34(3) and 53(f) of SEBI Listing Regulations is as given below:

40. GENERAL:

Your Director state that no disclosure or reporting is

required in respect of the following items as there were no

transactions on these items during the year under review:

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

b. 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 frauds reported by the auditoRs under provisions of the Companies Act, 2013;

d. There were no revisions in the financial statements;

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

f. 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 2023-24 for recovery of outstanding loans against any customer being Corporate Debtor.

g. 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.

41. ACKNOWLEDGEMENT

Your Director express sincere appreciation and gratitude to the employees of the Company at all levels for their dedicated service and commitments, to the Reserve Bank of India, Rating Agencies, Stock Exchanges, Debenture Trustees, RTARss, Depositories, Central and State Governments and its statutory bodies for the support, guidance, and co-operation. Your Director wish to thank the CustomeRs, InvestoRs, Shareholder, Debenture holder, BankeRs, AuditoRs, Scrutiniser and other Financial institutions and other stakeholder for the wholehearted support and confidence reposed on the Company.