Dear Members,

The Board of Directors of Manappuram Finance Limited have the pleasure of presenting before you the Thirty Second Annual Report of the Company together with the Audited Standalone and Consolidated Statements of Accounts for the financial year ended March 31, 2024.

Financial Highlights

Company's Performance

For the financial year ended March 31, 2024, the Company reported a gross income of Rs.58,546.49 million, marking a significant increase from Rs.48,268.58 million in the previous financial year, reflecting a growth of 0.18%. The Company's profit before tax surged to Rs.22,216.26 million, compared to Rs.17,063.28 million in the prior year. Furthermore, the net profit for the year rose by 0.24%, reaching Rs.16,577.75 million, up from Rs.12,662.63 million in the preceding year. The Asset Under Management (AUM) stood at Rs.2,81,607.59 million as of March 31, 2024, compared to Rs.2,41,887.92 million as of March 31, 2023.

The Company's consolidated AUM experienced a robust growth of 18.7%, during the year, driven by rapid expansion in the housing finance segment (37.8%), and vehicle finance segment (69.1%). Additionally, gold loan AUMs increased by 8.9% during the year.

1. Diversification of Business

With over 31 years of experience, our company operates in the NBFC sector, boasting a diversified business portfolio and a branch network of 5,286 on consolidated basis. We have established ourselves as a versatile NBFC, catering to diverse customer needs. In the reporting year, we achieved our diversification goal, balancing our Gold and Non-Gold business at 50:50. Currently, our gold loan business contributes 51%, while our non-gold business contributes 49%, reducing our reliance on Gold Loan Assets Under Management (AUM).

Our company is committed to serving customers at the bottom of the pyramid through various segments, including affordable housing finance, vehicle and equipment finance (covering commercial vehicles, two-wheelers, tractors, and car loans), microfinance, SME finance, project and industrial finance, corporate finance, and insurance broking.

Over the past 4-5 years, we have significantly expanded these segments, leveraging our gold loan customer base, extensive branch network, and the strong reputation of Brand Manappuram.

This financial year, we shifted from a product-centric to a customer-centric approach, offering a diversified range of products such as vehicle loans, home loans, and MSME loans. Our branch network has been instrumental in cross-selling these products, increasing the AUM of our non-gold business, enhancing its visibility, and achieving our diversification goals, thereby mitigating risk.

At Manappuram, we have improved our credit quality, with standalone GNPA and NNPA below 2%. By the end of the financial year, GNPA stood at 1.9% and NNPA at 1.7%. To maintain healthy asset quality, we have implemented various measures, including a dedicated Customer Relationship Management (CRM) system for our customers. Our CRM team, fluent in local languages, fosters strong customer relationships and ensures timely EMI collections. Additionally, online payment methods have streamlined the collection process and helped us to reduce NPA.

We prioritise risk management through robust underwriting practices, particularly in our gold loan business, where we mitigate low credit risk with stringent security measures. For our other business segments, extensive audits and proactive strategies help us stay ahead of credit risk. Continuous portfolio analysis ensures a de-risked portfolio, while dedicated relationship managers have successfully reduced NPAs in the MSME sector by fostering strong client relationships. Leveraging historical data, geographical insights, and extensive experience, we effectively manage potential risks, ensuring the stability and growth of our diverse business portfolio.

Loan underwriting involves a meticulous assessment of a borrower's creditworthiness and repayment capacity, examining factors such as credit history, income, assets, debt levels, and overall financial stability. This critical process is essential for mitigating risk, maintaining credit quality, and ensuring regulatory compliance. At our company, we have implemented well-established underwriting rules, processes, and systems across various verticals. Our comprehensive policies are designed to evaluate borrowers' creditworthiness effectively and manage credit risk efficiently.

Our credit policies for non-gold loan segments ensure high-quality credit underwriting through thorough credit assessment, financial analysis, collateral evaluation, and risk-based pricing. The credit assessment process starts with a detailed review of the borrower's credit history, including credit scores, payment history, outstanding debts, and any negative marks. We then analyse financial statements to evaluate repayment capacity, taking into account factors like employment stability, income levels, and debt-to-income ratios to determine the borrower's ability to meet loan obligations comfortably. Collateral evaluation involves assessing the value and quality of assets offered to secure the loan, using risk-based pricing methodologies to set appropriate interest rates and loan terms. Higher-risk borrowers are assigned higher interest rates to compensate for the increased likelihood of default, while lower-risk borrowers receive favourable rates and terms.

I mproved loan underwriting policies are essential for responsible lending, offering valuable insights for making informed decisions on loan approvals, terms, and interest rates. By mitigating risks, ensuring credit quality, and adhering to regulatory requirements, our underwriting policy creates a healthy environment for both the company and its borrowers.

In the financial services industry, where numerous entities offer a wide range of products, success hinges on retaining existing customers and acquiring new ones. A critical factor in this competitive landscape is the changing demographic profile in India. Understanding the preferences, and behavioural patterns of this young demographic is essential for designing products tailored to their needs.

At MAFIL, our CRMs are integrated into various business

functions, including lending and customer service, ensuring that customers' needs remain central to all processes. MAFIL recognizes that customer satisfaction, loyalty, and retention are key drivers of overall profitability and efficiency. By retaining customers, we significantly reduce marketing and promotional costs, as satisfied customers often bring in new clients through referrals and word-of- mouth publicity.

MAFIL has developed a robust CRM system that provides a comprehensive overview of customer profiles, leveraging business intelligence and analytics. The CRM dashboard offers Relationship Managers detailed insights into customer history, credit facility status, loan servicing due dates, and outstanding customer service issues. This data aids MAFIL in effectively managing collections, generating leads, and converting them into sales.

The CRM team fosters strong relationships with borrowers, ensuring timely collection of instalments. This close relationship has helped MAFIL maintain low delinquency levels in its non-Gold verticals, setting an industry benchmark. Additionally, these relationships have created more cross-selling opportunities and improved collections from previously defaulted borrowers.

Currently, our non-Gold businesses contribute 49% to the total AUM, with Gold Loans making up the 51% contribution to the consolidated business. In the year under review, our total AUM stood at Rs.4,20,696 million, compared to Rs.3,54,279 million in FY2023 indicating a y-o-y growth of 18.7%.

The Vehicle and Equipment Finance segment and the Onlending Business reported an AUM of Rs.41,109 million and Rs.9,886 million respectively at the end of FY2024, compared to Rs.24,308 million and Rs.8,748 million in FY2023. Manappuram Home Finance Limited, the Company's housing subsidiary, achieved an AUM of Rs.15,097 million in FY2024, up from Rs.10,958 million in the previous year. Additionally, the Company's portfolio includes Payments, SME business, and fee-based services such as Forex and Money Transfer.

Apart from our gold business, the non-gold businesses contribute 48.9% to the total assets under management.

Vehicle & Equipment Finance

As of March 31, 2024, the Vehicle and Equipment Finance (VEF) portfolio stands at approximately Rs.41,109 million, encompassing 443 locations across 23 states. The Commercial Vehicles and Construction Equipment portfolio amounts to Rs.21,013 million, with 29,725 contracts.

The two-wheeler finance portfolio is valued at Rs.6,880 million with 152,613 contracts, while the car finance portfolio totals Rs.10,803 million with 29,143 contracts. Other vehicle loans comprise a portfolio of around Rs.2,412 million. Our business is underpinned by robust pre-screening methodologies and thorough credit assessments, ensuring a healthy portfolio mix.

I n the financial year 2023-24, the VEF division disbursed a cumulative amount of Rs.31,082 million, primarily driven by the Commercial Vehicle and Construction Equipment segment (Rs.14,969 million) and car finance (Rs.8,486 million), followed by two-wheeler finance (Rs.5,799 million) and other vehicle loans (Rs.1,828 million).

The market sentiment towards commercial vehicles is notably bullish, spurred by the emphasis placed on infrastructure development in the 2023 budget.

With a significant focus on enhancing warehouse and logistic infrastructure, there is anticipation of heightened demand for both Small Commercial Vehicles (SCVs) and Heavy Commercial Vehicles (HCVs). This strategic direction aligns with our industry outlook, reflecting a promising trajectory for our commercial vehicle offerings.

The business is strengthened by robust pre-screening methodologies and credit assessments, ensuring a healthy portfolio mix with quick decision-making delegated to the branch or regional level in accordance with approved credit policies.

The RBI projects a GDP growth rate of 7.2% per annum for FY 2024-25

The Light Commercial Vehicles and Small Commercial Vehicles segment is expected to grow due to increased intra-city and inter-city transportation within the state

The Commercial Vehicle and Construction Equipment industry is bolstered by government initiatives, including the proposed vehicle scrappage policy targeting the replacement of vehicles older than 15 years

The interim budget for 2024-25 includes an allocation of Rs.2.78 trillion towards the road transport sector

The high cost of new cars is expected to result in moderate growth in the used car market in 2024-25

The two-wheeler industry continues to be driven by primary demand, with a partial boost from the growing demand for electric vehicles

A normal monsoon is anticipated to support flat to moderate growth in the farm equipment business during 2024-25

MSME and Personal Loan Business

MSMEs are a critical sector of the Indian economy and have made substantial contributions to the nation's socioeconomic advancement. It not only generates employment opportunities but also works hand-in-hand to develop the nation's backward and rural areas. To tap the potential of growing MSMEs across the country, having started MSME lending from a zero base in January 2019, we could easily see there was good demand for such loans. Accordingly, within a short period, we went ahead and scaled up the business to new geographies like Tamil Nadu, Karnataka, Andhra Pradesh, etc. Our initial focus remained on the southern states, where we targeted the local 'Kirana' shops and small industrial establishments. We were careful to exercise due care when vetting the loan applications, and in this, we were helped by our pool of existing gold loan customers who gave us good leads about quality borrowers.

We were confident that MSME lending would be one of our major growth areas, given that grassroots entrepreneurship is taking off in a big way. An acute cash crunch faced most MSMEs, necessitating immediate liquidity to stabilize their situation. The disruptions gave us an excellent opportunity to serve these MSMEs by speedily catering to their urgent requirement for working capital. We seized the opportunity and expanded the business to the rest of India, adding states like Odisha, West Bengal, Uttar Pradesh, Chhattisgarh, Madhya Pradesh, Maharashtra, Gujarat, Rajasthan, Haryana, etc. For business purposes, we only disburse fully secured loans. We limited the maximum loan amount for shops and establishments to Rs.50 lakhs.

Our range of diversified product are as follows:

1. Loans to Businesses/ Service Providers

2. Loan against Property

3. Personal Loan

4. Loans to professionals

An important factor that enabled us to maintain excellent asset quality is our use of novel methods for loan appraisal.

Before sanctioning any loan, we thoroughly analyse the repayment behaviour of the applicant. It helps us assess the credibility and financial status of the borrower, and that is taken into account with their credit score. Once we disburse the loan, we offer our customers user-friendly online payment options such as Google Pay, Paytm, and PhonePe, among others, to facilitate easy loan repayments, thereby enhancing our collections. Further, we have established a collection and customer relations team to exclusively cater to MSME borrowers, and they have played a crucial role in holding down delinquency and the Gross NPA level to well below 2%.

Business Overview

Engage in providing loans ranging from Rs.1 lakh to Rs.50

lakh against property as collateral. We provide these loans for a tenure ranging from 12 to 180 months. Our business model allows for a short average turnaround time (TAT) of 2 to 6 days.

Key Developments FY 2023-24

• During the year under review Rs.495 crore has been disbursed.

• AUM increased from Rs.714 crore in FY 2022-23 to Rs.930 crore indicating a growth of 30%

• Maintaining an average yield of 20%

• Our portfolio is an amalgamation of a variety of new products not familiar to the market

Fee-Based Services Including Forex and Money Transfer

Business overview

We hold an RBI-issued Authorized Dealers Category-II license and specialize in providing secure, fast, and convenient money transfer solutions for amounts up to Rs.0.05 million, even without a bank account. Our services cater to transfers within India as well as abroad.

Key Developments, FY 2023-24

Our company offers a range of fee-based services, including money transfer, foreign exchange, and depository services. We facilitate quick, easy, and secure money transfers, allowing customers to send amounts up to Rs.0.05 million without the need for a bank account, subject to compliance with RBI norms. Additionally, we assist in currency exchange transactions permitted under the Foreign Exchange Management Act (FEMA). Holding an Authorized Dealer (AD) Category 2 license from the RBI, we were also granted the license to act as the Indian Agent for Western Union Money Transfer in December 2017. Furthermore, we serve as sub-agents to the Indian representatives of various companies offering inward remittance services. Following are the highlights of our fee-based services:

• Tie up with Five money transfer agencies for inward remittance

• About 62% of the inward remittance is contributed by Western Union. As an Indian agent of Western Union, we can appoint sub-agents to work on our behalf all over India

• Turnover of MTSS business is around Rs.60

Million per month

• We have 4 active sub-agents for Western Union business who contribute about Rs.09.5 Million per month to our business.

Payments Business

I n March 2017, Manappuram Finance Limited received authorisation from the RBI to issue prepaid payment instruments, leading to the launch of the MAkash wallet. This mobile wallet allows users to carry cash in digital form, aligning with the country's cashless payments initiative. Customers can load funds into the wallet using a credit or debit card, or by visiting any MAFIL branches across India and load cash into the wallet without any extra cost.

MAkash currently serves approximately 4,000 active customers nationwide. During the financial year 2023-24, the wallet facilitated around 53,000 transactions, amounting to approximately Rs.36 crore. Customers can create a wallet and conduct transactions with the assistance of MAFIL branches. Additionally, wallet services are accessible through the MAkash mobile application. MAkash offers the following services in both online and offline modes:

• Phone Recharge & DTH: With funds in your MAkash wallet, you can recharge your phone and DTH services in seconds

• Bill Payments: Pay all your bills quickly and avoid late fees by using MAkash for various bill categories

• Transfer money to Bank: Load money from your Credit Card/Debit Card and transfer it to any bank account in India, anytime

• UPI Integration: With UPI integration, the MAkash wallet will become interoperable with other payment systems across the country, anticipated by the end of this financial year

State of Affairs of Our Subsidiaries 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 have 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-' which emphasizes 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, (Source: CRISIL Report) highlighting legacy of financial performance. AMFL was also the fastest MFI to receive the AA- rating, within a period of three years. (Source: CRISIL Report) We benefit from a large and diversified mix of lenders availed from banks, including public sector banks, foreign banks and private banks, as well as NBFCs and other financial institutions.

AMFL is a digitally enabled MFI with automated loan processing capability from borrower onboarding to disbursement that includes borrower credentials validation through real time integrated application programming interfaces ("APIs"). AMFL has enabled realtime integration with credit bureaus to perform analysis of borrower tradeline reports for quicker decision making in loan processing. AMFL's digitized loan process with cashless disbursements aims to minimize fraud and theft, and ensure reduced turnaround time.

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 37.77% growth in its AUM in Fiscal 2024, reflecting a commendable Compound Annual Growth Rate (CAGR) of 19% over the past five years. As on March 31, 2024, the AUM stood at Rs.15096.82 million. With a network of 65 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, the Company 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.0.59 million, while for the Loans Against Property segment, it stands at about Rs.0.63 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.

Manappuram Insurance Brokers Limited (MAIBRO)

Manappuram Insurance Brokers Limited (MAIBRO) 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 for both life and non-life insurance, our company has consistently achieved steady growth. Our 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 Manappuram Insurance Brokers, embodying our commitment to providing seamless and accessible insurance solutions to our valued customers. As an accredited direct insurance broker regulated by IRDAI, our company specializes in providing a comprehensive range of Life and General Insurance products tailored for the retail market. Our product portfolio includes two-wheeler, automobile, health, term, investment plans, shopkeeper policies, homeowner's policies, personal accident insurance, critical illness policies, travel insurance, and hospital cash policies. A key driver of our success is our commitment to offering intelligent after-sales support, guiding consumers through every step of the insurance process.

Our 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, we 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 deep understanding of customer needs and the insurance landscape, we offer tailored products and comprehensive support. Customers can compare options, and access contact centers or chat support as needed.

Our experienced team ensures timely service delivery and efficient claims settlement. We provide round-the- clock assistance and continually enhance our portal with new features. Leveraging advanced technologies like AI and blockchain, we prioritize cybersecurity measures for enhanced protection.

I n the fiscal year 2023-24, the Company concluded with a total business volume of Rs.1041.21 million, out of which new business accounted for Rs.973.27 million. Serving a customer base of 3.95 million, MAIBRO achieved a notable net profit of Rs.732.33 million, a significant increase from Rs.31.51 million in FY 2022-23.

Continuously striving for excellence, we prioritize digitalizing the solicitation process to drive further growth. With a widespread network of over 11000 Point of Sales Agents operating nationwide, we have 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.

Manappuram Comptech and Consultants Limited

Manappuram Comptech and Consultants Limited (MACOM), a subsidiary of our company, concluded the year with a total revenue of Rs.531.59 million, marking a significant growth in its revenue portfolio. Offering audit, taxation, and core IT services, MACOM caters to diverse market needs, including digital personal loans, loan management solutions, and microfinance services. Notably, MACOM achieved milestones such as successfully completing the cloud migration of the parent company and providing Oracle-based cloud platforms to fellow subsidiaries. Innovating with Android-based apps for EMI collection and customer-agent interactions, MACOM has solidified its reputation in the industry. With a net profit of Rs.113.80 million in FY 2023-24, compared to Rs.34.27 million in FY 2022-23, MACOM is poised for further growth. Moreover, the company's attainment of ISO 27001:2013 Information Security Management Systems Certification underscores its commitment to excellence and security in its operations.

2. Subsidiaries Performance

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, 2024.

Asirvad Micro Finance Limited

During the financial year ended March 31, 2024, AMFL recorded a turnover of Rs.26,813 millions as compared to the turnover of Rs.17,152 million recorded during the previous financial year ended March 31, 2023. Revenue from operations for the year ended March 31, 2024, has increased by 56.33 % over the corresponding period ended March 31,

2023. The Net profit of AMFL for the financial year ended March 31, 2024, stood at Rs.4,583 million as against the Net Profit of Rs.2,234 million for the financial year ended March 31, 2023. The Profit before tax for the financial year ended March 31, 2024, reflects a growth of 99.93% over the corresponding Profit for the financial year ended March 31, 2023.

Manappuram Home Finance Limited

Gross Income of the Company as on March 31, 2024, is Rs.2,428.05 million as compared to Rs.1,657.41million for the year ended March 31, 2023, and Profit After Tax is Rs.199.01 million for the year ended March 31, 2024, as compared to Rs.194.69 million for the year ended March 31, 2023. AUM of the Company as on March 31, 2024, is Rs.15,096.82 million.

Manappuram Insurance Brokers Limited

MAIBRO has entered a tie-up with the best insurance companies in the market, which helped the Company in providing best quotes and services to its customers. MAIBRO offered best insurance products of insurance companies through new portal and all companies offline.

Gross income of the Company for the year ended March 31,

2024, stood at Rs.1,051.51 million as compared to Rs.121.86 million for the year ended March 31, 2023, and Profit After Tax for the year ended March 31, 2024, is Rs.732.33 million as compared to Rs.31.51million for the year ended March 31, 2023.

Manappuram Comptech and Consultants Limited

Manappuram Comptech and Consultants Limited (MACOM) achieved a total revenue of Rs.531.59 million for the year ended March 31,2024. The profit after tax for the year ending March 31, 2024, amounted to Rs.113.80 million, a significant increase from the profit of Rs.34.27 million reported for the year ending March 31, 2023.

Pursuant to Section 129(3) of the Companies Act, 2013 ('the Act') a statement in Form AOC-1 containing the salient features of the Financial Statement of your Company's subsidiaries is attached with consolidated financial statement which forms part of this report and hence not repeated here for the sake of brevity.

3. Transfer to Reserves

The amounts proposed to be transferred to the General Reserve and Statutory Reserve etc. are mentioned in the Financial Highlights under the heading 'Appropriations.'

During the FY 2023-24, the Company has utilized ' Nil with regards to adoption of Ind AS 116 "Leases" from Retained earnings.

The total standalone reserves and surplus as on March 31, 2024 stands at Rs.1,01,799.81 million

4. Debenture Redemption Reserve

Pursuant to notification issued by Ministry of Corporate Affairs on 16^th August, 2019 in exercise of the powers conferred by sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), 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, 1934.

5. Resources

The Company, as an NBFC, mobilization of resources at optimal cost and its deployment in the most profitable and secured manner constitutes the two important functions of the Company. The main source of funding for the Company continues to be credit lines from the banks and financial institutions. Your Company as at March 31, 2024 availed various credit facilities from 28 banks, 1 NBFC (Bajaj Finance), NABARD, 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. The next important source of funding is the issue of Secured Redeemable Non-Convertible Debentures (NCDs) and ECBs. In addition, the Company also raised funds through the issue of Commercial Papers (CPs).

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

6. 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 the company's affairs.

7. Report on Corporate Governance

The Company has been practicing principle of good Corporate Governance over the years. The endeavor of the Company is not only to comply with the regulatory requirements but also to adhere to good Corporate Governance standards that lay strong emphasis on integrity, transparency, and overall accountability. The report on corporate governance forms an integral part of the Annual report.

8. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report

is annexed and forms part of the Annual Report.

9. Director's Responsibility Statement Pursuant to Section 134 of the Act

The Board of Directors, to the best of their knowledge andability, confirm that:

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

ii. t hey 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;

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 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 2023-24.

10. Meetings of the Board

During the financial year 2023 - 24, 9 (nine) meetings of the Board of Directors were held. The details of the said meetings and other Committee meetings are given in the Corporate Governance Report.

11. Declaration From Independent Directors on Annual Basis

Your Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria as mentioned in Section 149 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Company has also received undertaking and declaration from each director on fit and proper criteria in terms of the provisions of the Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023.

12. Proficiency of Independent Directors Appointed During the Year

I n the opinion of the Board of Directors of the Company,

Independent Directors on the Board of Company hold the highest standards of integrity and are highly qualified, recognized, and respected individuals in their respective fields. It's an optimum mix of expertise (including financial expertise), leadership and professionalism. All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ('IICA') towards the inclusion of their names in the data bank maintained with it and they meet the requirements of proficiency self-assessment test.

During the financial year 2023-24, your Company had appointed Mr. T C Suseel Kumar (DIN: 06453310), Mr. Sankaran Nair Rajagopal (DIN: 10087762) and Mr. E.K. Bharath Bhushan (DIN: 01124966) as Independent

Directors and in the opinion of the Board of Directors, they possess requisite expertise, integrity and experience including proficiency.

13. Policy on Board Composition & Compensation

The Board of Directors has adopted a policy on director's appointment and remuneration for directors, Key Managerial Personnel and other employees including criteria for determining qualification, positive attributes, and independence of directors as laid down by the Nomination, Compensation and Corporate Governance Committee of the Board in compliance with the provisions of Section 178 of the Companies Act, 2013. The Policy on Board Composition & Compensation is annexed to this report as Annexure - I and hosted on the website of the Company at https://www.manappuram.com/sites/default/ files/2024-06/Board%20composition%20and%20 compensation%20policy_2%284%29_0.pdf

14. Particulars of Loans, Guarantees or Investments

The loan made, guarantee given, or security provided in the ordinary course of its business by a NBFC registered with the Reserve Bank of India are exempt from the applicability of the provisions of Section 186 of the Companies Act, 2013. As such, the particulars of loans and guarantees have not been disclosed in this Report. For details of investments of the Company, refer to Note no. 11 and 42 of the Standalone Financial Statements.

15. Particulars of Contracts or Arrangement with Related Parties

The contracts/ arrangements/ transactions entered by the Company during the financial year 2023 - 24 with its related parties under Section 188 of the Companies Act, 2013 were in the ordinary course of business and on an arms' length basis. During the year, the Company had not entered any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the provisions of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Company's policy on related party transactions. Therefore, particulars of contracts/ arrangements with related parties under Section 188 in Form AOC-2 are not annexed with this report. Your directors draw the attention of the Members to Note. 42 of the Standalone Financial Statement which sets out related party disclosures.

The Policy on determination of related parties and dealing with related party transactions as approved by the Board of Directors of the Company is annexed to this report as Annexure - II and also made available on the Company's website at https://www.manappuram.com/sites/default/ files/2024-06/Document-42A.pdf

16. Dividend

During the fiscal year 2023-24, your Company has declared interim dividends four times at the rate of 0.75 paise, 0.80 paise, 0.85 paise, and 0.90 paise per equity share on May 12, 2023, August 10, 2023, November 13, 2023, and February 07, 2024 respectively. Accordingly, an aggregate of Rs.3.30 (Rupees Three and Thirty Paise Only) per equity share, amounting to 165 % of the paid-up value of the shares was paid by the Company as dividend.

The Dividend Distribution Policy as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is made available on the Company's website at the link: https://www.manappuram. com/sites/default/files/2024-05/Dividend%20 Distribution%20policy%20Feb%2024_0%282%29.pdf

17. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule (8) (3) of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure - III.

18. Risk Management Policy

The Company has a Risk Management Policy approved by its Board of Directors, wherein material risks faced by the Company including Operational Risk, Regulatory Risk, Price, Interest Rate Risk and Credit Risk are identified and assessed. The Risk Management Committee periodically reviews various risks faced by the Company and advises the Board on risk mitigation plans.

The Board has appointed a Chief Risk Officer (CRO) with a clearly specified role and responsibilities.

Risk Management policy may be accessed on the Company's website at https://www.manappuram.com/sites/default/ files/2023-12/ERM%20Policy%20-%20Aug23.pdf

19. Corporate Social Responsibility Policy

Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company have been formulated by the Board of Directors 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/sites/default/files/2024-06/ Document-29C%281%29.pdf

The Corporate Social Responsibility initiatives taken by the Company during the financial year 2023-24 are detailed in the Report on corporate social responsibility activities and the same is annexed to this report as Annexure - IV.

20. Formal Annual Evaluation

The Board of Directors 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 directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As part of the evaluation process questionnaire on various aspects governing the company was circulated to directors for their individual opinion through electronic mode, thereafter individual telephonic interviews with all directors were carried out as part of the evaluation process 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 Directors of the Company further considered the observations and have taken necessary measures to implement the suggestions.

21. Details of Remuneration/ Commission received by Managing Director/ Whole time Director of the Company from Subsidiaries

Mr. V P Nandakumar, Managing Director & Chief Executive Officer and Dr. Sumitha Nandan, Executive Director of the Company have not received any remuneration or commission from any of the subsidiaries of the company during the financial year 2023-24.

22. Names of Companies which have Become or Ceased to Be its Subsidiaries, Joint Ventures or Associate Companies During the Year

No company became or ceased to be subsidiary or joint venture or associate company of Manappuram Finance Limited during the Financial Year 2023-24.

23. Audit and Auditors Report

In compliance with the Reserve Bank of India's 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 Companies Act, 2013, the Members of the Company appointed M/s. M S K A & Associates (ICAI Firm Registration No:105047W) and M/s. S K Patodia & Associates (ICAI Firm Registration No:112723W) as the Joint Statutory Auditors of the Company at the 29^th Annual General Meeting held on 10^th September, 2021 to hold office from conclusion of the 29^th Annual General Meeting till the conclusion of 32^nd 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 Directors 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 Obligations and Disclosure Requirements) Regulations, 2015. 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 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 Directors of the Company. Subsequently, the Auditors have reported the same to the Central Government under Section 143 (12) of the Companies Act, 2013.

Secretarial Audit

The Board appointed M/s. KSR & Co. Practicing Company

Secretaries LLP, to conduct a Secretarial Audit for the financial year 2023-24. Secretarial audit report for the year ended on March 31, 2024 as provided by M/s. KSR & Co. Practicing Company Secretaries LLP, 7C, Mayflower Signature, No.365/13, Avinashi Road, Peelamedu, Coimbatore - 641004, is annexed to this Report as Annexure - V. The report does not contain any qualifications, reservation, adverse remarks, or disclaimer. Further, no fraud has been reported by the Secretarial Auditors under Section 143 (14) of Companies Act 2013.

As per Regulation 24A (1) of the SEBI (Listing Obligation and Disclosure Requirements) 2015, the company does not have any unlisted material subsidiaries.

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 RBI Master Direction on the IT framework for the NBFC sector, we are doing the Information Systems Audit at least once every year. Accordingly, your Company has engaged PricewaterhouseCoopers (PwC) to conduct an IS audit for FY 2023-24. The scope of the audit covers inter alia, user access management, patch management, business continuity and disaster recovery, data protection, and the information security management system framework.

24. Directors and Key Managerial Personnel

Mr. Gautam Ravi Narayan (DIN: 02971674) had resigned from the Board of Directors of the Company with effect from April 04, 2023. The Board of Directors of the

Company appreciated the guidance and contribution on various matters made by Mr. Gautam Ravi Narayan during his tenure.

The Board of Directors of the Company, based on the recommendation of the Nomination, Compensation and Corporate Governance Committee, had re-appointed Ms. Pratima Ram as an Independent Director of the Company for a second term of 5 (five) consecutive years commencing from April 01, 2024 up to March 31, 2029 (both days inclusive), not liable to retire by rotation, subject to the approval of the Members by way of a Special

Resolution. Accordingly, on December 28, 2023, the members of the company passed special resolutions through postal ballot for the appointment of Ms. Pratima Ram as an Independent Director of the Company for a second term of 5 (five) consecutive years commencing from April 01, 2024 up to March 31, 2029.

The Board of Directors of the Company, based on the recommendation of the Nomination, Compensation and Corporate Governance Committee, had appointed Mr. T C Suseel Kumar (DIN: 06453310) and Mr. Sankaran Nair Rajagopal (DIN: 10087762) as additional (non-executive)

directors of the Company, to be re-classified as Independent Directors of the Company under Section 161 of the Companies Act, 2013 ("the Act") read with applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Articles of Association of the Company and subject to the approval of Members of the company. Accordingly, on December 28, 2023, the members of the company passed special resolutions through postal ballot for the appointment of Mr. T C Suseel Kumar and Mr. Sankaran Nair Rajagopal as Non-Executive Independent Directors of the Company to hold office for a term of three consecutive years with effect from November 01, 2023 and January 01, 2024 respectively.

The Board of Directors of the Company, based on the recommendation of the Nomination, Compensation and Corporate Governance Committee, had appointed Mr. Edodiyil Kunhiraman Bharat Bhushan (DIN: 01124966) as additional (non-executive) director of the Company, to be re-classified as Independent Director of the Company under Section 161 of the Companies Act, 2013 ("the Act") read with applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Articles of Association of the Company and subject to the approval of Members of the company. Accordingly, on April 03, 2024, the members of the company passed special resolution through postal ballot for the appointment of Mr. Edodiyil Kunhiraman Bharat Bhushan as Non-Executive Independent Director of the Company to hold office for a term of three consecutive years with effect from March 01, 2024.

There was no change in Key Managerial Persons of the Company during the financial 2023-2024 except for the re-appointment of Mr. V P Nandakumar (DIN: 00044512) in the annual general meeting of the company held on August 17, 2023, as Managing Director and Chief Executive Officer of the Company with effect from April 01, 2024 up to March 31, 2029.

Further, in accordance with the provisions of the Companies Act, 2013 Dr. Sumitha Nandan (DIN: 03625120), Director, retires by rotation and being eligible, offers herself for re-appointment at the ensuing annual general meeting. Her appointment is placed for approval of the members and forms part of the notice of the 32^nd AGM. The information about the Director seeking her re-appointment as per Para 1.2.5 of Secretarial Standards on General Meetings and Regulation 36 (3) of Listing Regulations has been given in the notice convening the 32^nd AGM.

25. Share Capital

The issued, subscribed, and paid-up Equity Share Capital as on March 31, 2024 was 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, your company has issued and allotted 40,000 Equity Shares of the face value of Rs.2 each, fully paid-up. As on March 31, 2024, none of the Directors of the Company holds instruments convertible into equity shares of the Company.

Change in Nature of Business if any

There was no change in the nature of business during the financial year 2023-24

26. Deposits

As you are aware, your Company had stopped accepting deposits from the public since the financial year 2009-10 onwards. Your Company has converted itself into a non-deposit taking Category 'B' NBFC. During the financial year 2023-24 the Company has not accepted deposits as per Chapter V of the Act.

The Company has no unclaimed deposit as at March 31, 2024.

27. Compliance with NBFC Regulations

Your Company has generally complied with all the regulatory provisions of the Reserve Bank of India applicable to it. Further, constitution of Statutory Committees is in compliance with the corporate governance provisions as specified in the master direction issued by the Reserve Bank of India.

Your Company's total Capital Adequacy Ratio (CAR), as on March 31, 2024, stood at 30.58% as compared to 31.70% as on March 31, 2023, of the aggregate risk weighted assets on balance sheet and risk adjusted value of the off-balance sheet items, which is well above the regulatory requirement of minimum 15%.

The Tier 1 ratio as on March 31, 2024 is 30.58% as against 31.70 % as on March 31, 2023. Your Company's overall gearing (Debt/ Tangible Net-worth) as on March 31, 2024, is 2.17 as against 2.14 as on March 31, 2023.

The Tier 2 ratio as on March 31, 2024, was Nil.

28. Compliance with Secretarial Standards of ICSI

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.

29. Qualification, Adverse Remarks Reservations by Auditors If Any

There are no qualification, reservation or adverse remark or disclaimer by Statutory Auditors in the Independent Auditors Report and Secretarial Auditors in the Secretarial Auditors Report.

30. Employee Stock Option Scheme (ESOS)

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

Presently, the Company has the Employee Stock Option Scheme 2016 (ESOS-2016).

The disclosures in terms of 'Guidance note on accounting for employee share-based payments' issued by ICAI and diluted EPS in accordance with Indian Accounting Standard (Ind AS) 33 - Earnings Per Share are provided in Note 37 of Standalone Financial Statements in this Annual Report.

The details related to stock option schemes as required under the SEBI (Share Based Employee Benefits) Regulations read with the Securities and Exchange Board of India Circular No. CIR/CFD/POLICY CELL/2/2015 dated 16^th June 2015 are provided in Note. 37 of the Standalone Financial Statements. Further, the details are annexed to this report as Annexure - VI and also made available on the Company's website at https://www.manappuram.com/ annual-reports

A certificate from KSR & Co. Practicing Company Secretaries LLP, Practicing Company Secretaries, confirming that ESOS 2016 has been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations and the respective resolutions passed by the Company in General Meetings would be placed in the ensuing Annual General Meeting for inspection by the Members.

31. Disclosure

Composition of the Corporate Social Responsibility Committee and Audit Committee are detailed in the Corporate Governance Report.

32. Whistle Blower Policy and Vigil Mechanism

The Vigil Mechanism of the Company provides adequate safeguards against the victimization of any directors or employees or any other person who avail the mechanism and provides direct access through an e-mail, or dedicated telephone line or a letter to the Chairperson and a Member of the Audit Committee.

No person has been denied access to the Chairman and a Member of the audit committee. The 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 Company's website at the link: https://www.manappuram.com/sites/ default/files/2024-06/whistle%20blower%20policy%20 2022%20%281%29%284%29.pdf

Further, there were no complaints reported during the financial year 2023-24.

33. Extract of Annual Return

I n accordance with the provisions of Section 92(3) of the Act, Annual return in Form-MGT - 7 has been uploaded in the website of the Company at the link https:// www.manappuram.com/mgt-07-annual-reports

34. Details of Adequacy of Internal Financial Controls and Internal Audit

During FY 2023-24, our Company continued to maintain a robust and well-defined Internal Control System and Internal Financial Control (IFC) mechanisms that are commensurate with the size, scale, and complexity of its operations. These controls are designed to ensure the safeguarding of the Company's assets and to facilitate efficient and effective business operations.

Our internal control system encompasses a comprehensive framework of policies and procedures that ensure all transactions are authorized, recorded, and reported accurately. Further, the Company is taking efforts in its IT initiative to strengthen the audit trail in respect of database level controls. The Internal Financial Controls of the Company have been reviewed periodically throughout the year by both the management and the Audit Committee. These reviews covered all key areas of the Company's operations and were subject to various statutory and internal audits to assess the adequacy and strength of the IFC. Based on these assessments, it has been confirmed that the internal financial controls are strong, adequate, and effectively operating, with no major concerns identified. These controls ensure the orderly and efficient conduct of business operations, including adherence to the Company's policies, safeguarding of assets, prevention, and detection of frauds and errors, accuracy, and completeness of accounting records, and timely preparation of reliable financial information.

I n alignment with the RBI Circular - RBI/2020-21/88 (Ref. No. DoS. CO. PPG. /SEC.05/11.01.005/2020-21) dated February 3, 2021, the internal audit policy has been upgraded to a Risk-Based Internal Audit Policy. The internal audit function has been realigned according to this policy to enhance the focus on key risk areas and ensure comprehensive coverage of significant processes and compliances.

The Company's internal audit department operates in-house and performs continuous audits across various business verticals. This department is responsible for identifying gaps and recommending corrective actions to enhance the control environment. Additionally, M/s. Deloitte has conducted co-sourced internal audit services. Their role includes assisting the management in appraising the internal control functions, recommending process improvements, and highlighting significant observations. Their reports, along with management responses, are periodically reviewed by the Audit Committee and the Board, ensuring that necessary actions are taken promptly.

I n conclusion, the internal financial controls and internal audit mechanisms of the Company for FY 2023-24 have been adequate and effective in managing and mitigating risks. Continuous monitoring and improvement of these controls ensure the integrity and reliability of the Company's financial reporting and operational processes. The Board and management remain committed to maintaining a strong internal control environment to support the Company's long-term growth and success.

35. Listing with Stock Exchanges

Your Company confirms that it has paid the Annual Listing Fees for the financial year 2023-24 to BSE Limited and National Stock Exchange of India Limited where the Company's securities are listed.

36. Sexual Harassment of Women at Workplace

During the year 2023-24 under review, there were two (2) complaints filed with the Internal Complaints Committee of the Company, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the same were investigated and resolved. No complaints were pending for more than 90 days during FY 2023-24.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

37. Consolidated Financial Statements

In accordance with the Companies Act, 2013, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Indian Accounting Standard (Ind AS) 27 on Consolidated Financial

Statements, the audited consolidated financial statement is provided in the Annual Report.

38. Credit Rating

The credit rating of the Non-Convertibte Debentures, Short-term & Long-term Bank Facilities and Commercial Paper of the Company as on March 31, 2024, was as follows:

Domestic Credit Ratings:

International Credit Ratings:

39. Details of Auctions Held During the Year 2023-24

Additional disclosures as required by Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023.

Note: No sister concerns participated in the auctions held during the financial year ended on March 31,2023 and March 31,2024.

40. Particulars of Employees and Related Disclosure

The particulars of employees and related disclosures are annexed herewith as Annexure - VII as per Section 197 of the Act.

41. Certificate on Corporate Governance

Certificate provided by KSR & Co., Practicing Company Secretaries LLP, Indus Chambers, Ground Floor, No. 101, Govt. Arts College Road, Coimbatore - 641018 towards compliance of the provisions of Corporate Governance, forms an integral part of this Report and is given as Annexure - VIII

42. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the company's operations in future.

There are no significant and material orders passed by the regulators or courts or tribunals during the year under review that would impact the going concern status of the Company and its future operations.

43. Material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year to which the financial statement relates and the date of the report.

There were no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year of the Company and the date of the Directors' report.

44. Maintenance of Cost Records

The provision of Section 148 of the Act relating to maintenance of cost records and cost audits is not applicable to the Company.

45. Acknowledgement

Your directors 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, RTA's, Depositories, Central and State Governments and its statutory bodies for the support, guidance, and co-operation. Your directors wish to thank the Customers, Investors, Shareholders, Debenture holders, Bankers, Auditors, Scrutinizer and other financial institutions and other stakeholders for the wholehearted support and confidence reposed on the Company.