Annual report
Page 1
Reference No.: SEC/SE/65/2025-26 Date: July 21, 2025 Dear Madam/Sir, Sub: Notice of the 3 3rd Annual General Meeting (AGM) and Annual Report of the Company for the Financial Year 2024-25 In compliance with the Companies Act 2013, (Act’) and rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) as amended, please be informed that the 33 rd Annual General Meeting (AGM) of the members of the Company for the Financial Year 2024- 25 will be held on Thursday, August 14, 2025 , at 11.00 A.M. (IST) at Latha Convention Centre (formerly known as Anugraha Auditorium) Valapad, Thrissur, Kerala - 680 567 to transact the business as detailed in the enclosed Notice of the 33rd AGM. Please note that the Notice of 33 rd AGM and Annual Report of the Company for the Financial Year 2024 -25 may be accessed through the company website as given below: The 33 rd AGM Notice including e -voting instructions, Attendance Slip and Proxy Form https://www.manappuram.com/investo rs/notice- to-shareholders The 33rd Annual Report (including Business Responsibility and Sustainability Report) https://www.manappuram.com/annual-reports Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended and Regulation 44 of SEBI Listing Regulations and other applicable laws, the Company has engaged the services of Central Depository Services (India) Limited (CDSL) for facilitating remote e -voting and e-voting on the date of the 33rd AGM. Cut-off date for e -voting Thursday, August 07, 2025 Remote e-voting commencement date and time Monday, August 11, 2025 (9:00 A.M (IST)) Remote e-voting conclusion date and time Wednesday, August 13, 2025 (5:00 P.M. (IST)) In compliance with the MCA Circulars and SEBI Circulars, the Annual Report including Business Responsibility and Sustainability Report (‘BRSR’) along with the Notice of the 33 rd AGM for the BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai – 400 001 Scrip Code: 531213 National Stock Exchange of India Limited 5th Floor, Exchange Plaza Bandra (East) Mumbai - 400 051 Scrip Code: MANAPPURAM India International Exchange (IFSC) Ltd 1st Floor, Unit No. 101, The Signature, Building no. 13B, Road 1C, Zone 1, GIFT SEZ, GIFT City, Gandhinagar, Gujarat – 382355
Page 2
Financial Year 2024- 25 which are enclosed herewith, are being sent to the members throug h electronic mode whose e- mail addresses are registered with the Company /RTA/Deposito ry Participant(s)(‘DPs’). Further, in accordance with Regulation 36(1)(b) of SEBI Listing Regulations , the Company will be sending a letter to Shareholders whose e -mail addresses are not registered with the Company/RTA/DPs providing the weblink from where the A nnual Report can be accessed on the Company’s website. Request you to kindly take the same on record. Thanking You. Yours faithfully, For Manappuram Finance Limited Manoj Kumar V R Company Secretary
Page 3
1 Notice of the 33rd Annual General Meeting (“ the notice”) MANAPPURAM FINANCE LIMITED Registered Office: W-4/ 638A, Manappuram House, P.O. Valapad, Thrissur, Kerala - 680 567 CIN: L65910KL1992PLC006623, Ph: (0487) 3050413, 3050417 Email: cosecretary@manappuram.com, Website: www.manappuram.com Notice is hereby given that the 33rd Annual General Meeting (AGM) of the members of Manappuram Finance Limited (“the Company”) will be held on Thursday, August 14, 2025, at 11.00 a.m. (IST) at Latha Convention Centre (formerly known as Anugraha Auditorium), Valapad, Thrissur, Kerala - 680 567, India to transact the following businesses: ORDINARY BUSINESS Item no.1 - Adoption of Financial Statements To consider and adopt the audited Standalone as well as Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, together with Reports of the Board of Directors and Auditors thereon and if thought fit, to pass, the following resolution as an Ordinary Resolution: “RESOLVED THAT- i) the audited standalone financial statements of the Company for the financial year ended March 31, 2025, and the reports of the Board of Directors and the Auditors thereon, as circulated to the Members; and ii) the audited consolidated financial statements of the Company for the financial year ended March 31, 2025, and reports of the Auditors thereon, as circulated to the Members, be and are hereby considered and adopted.” Item no. 2 - Appointment of Dr. Sumitha Nandan (DIN: 03625120) as a director, liable to retire by rotation: To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution: “RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Articles of Association of the Company, Dr. Sumitha Nandan (DIN: 03625120) who retires by rotation at this meeting, and being eligible for re-appointment, be and is hereby re-appointed as a Director of the Company liable to retire by rotation.” SPECIAL BUSINESS: Item no. 3 - Appointment of KSR & Co Company Secretaries LLP, as Secretarial Auditor of the Company To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions of the Companies Act, 2013, read with relevant rules, if any, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), other applicable laws/ statutory provisions, if any, as amended from time to time, and based on the recommendations of the Audit Committee and the Board of Directors of the Company, the approval of the members be and is hereby accorded for the appointment of KSR & Co Company Secretaries LLP (Firm Registration No. P2008TN006400), as Secretarial Auditors of the Company for a term of five consecutive years, commencing from Financial Year 2025-26 till Financial Year 2029-30 on such remuneration plus applicable taxes along with out-of-pocket expenses and on such terms and conditions as may be mutually agreed between Board of Directors of the Company and secretarial auditors.” “RESOLVED FURTHER THAT the Board of Directors of the Company, (including its committees thereof), be and is hereby authorised to do all such acts, deeds, matters and things as may be deemed proper, necessary, or expedient, including filing the requisite forms or submission of documents with any authority or accepting any modifications to the clauses as required by such authorities, for the purpose of giving effect to this resolution and for matters connected therewith, or incidental thereto.” Item no.4 - Re-appointment of Mr. Harshan Kollara Sankarakutty (DIN: 01519810) as an Independent Director of the Company. To consider and if thought fit, to pass the following resolution as a Special Resolution:
Page 4
2 “RESOLVED THAT pursuant to the provisions of Sections 149, 150, and 152 and all other relevant provisions, if any, of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Qualifications of Directors) Rules, 2014 made thereunder (including any amendment, variation, statutory modifications or re-enactment(s) thereof for the time being in force) read with Schedule IV of the Act and Regulations 16 (1) (b), Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), and subject to the provisions of the Articles of Association of the Company, Mr. Harshan Kollara Sankarakutty (DIN: 01519810), who was appointed as an Independent Non-Executive Director of the Company for a term of five years commencing from August 28, 2020, up to August 27, 2025, who has submitted the declaration that meets the criteria of independence under Section 149(6) of the Act and the SEBI Listing Regulations and being eligible, and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director for reappointment, be and is hereby re-appointed as an Independent Non - Executive Director of the company, not liable to retire by rotation, for a second term of five (5) consecutive years from August 28, 2025, to August 27, 2030, based on the recommendation of the Nomination, Compensation and Corporate Governance Committee and the Board of Directors of the company.” “RESOLVED FURTHER THAT pursuant to Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable provisions, approval of the Members be and is hereby accorded for the continuation of directorship of Mr. Harshan Kollara Sankarakutty (DIN: 01519810) as an Independent Director, notwithstanding that he may attain the age of 75 years during his tenure.” “RESOLVED FURTHER THAT pursuant to Sections 149, 197, and other applicable provisions of the Companies Act, 2013, Mr. Harshan Kollara Sankarakutty (DIN: 01519810) be paid sitting fees for attending Board and Committee meetings, reimbursement of expenses, and commission on an annual basis, as recommended by the Nomination, Compensation and Corporate Governance Committee and approved by the Board, within the overall limits specified under the Act.” “RESOLVED FURTHER THATany Director and/ or the Company Secretary be and is hereby authorised to do all acts, deeds, and things, including filings, and take steps as deemed necessary to give effect to these Resolutions and matters incidental thereto.” Item no. 5 - Revision in remuneration payable to Dr. Sumitha Nandan (DIN: 03625120), Whole-time Director of the Company To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT further to the resolutions passed at the 32nd Annual General Meeting of the Company held on Wednesday, August 14, 2024 for remuneration payable to Dr. Sumitha Nandan (DIN: 03625120), Whole-time Director and pursuant to the provisions of Sections 196 , 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the “Rules”) read with Schedule V of the Act, read with Regulation 17(6)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) (including any statutory modification(s) or re-enactment thereof), the consent of Members of the Company be and is hereby accorded for revision in remuneration of Dr. Sumitha Nandan (DIN: 03625120), Whole-time Director, by way of increment with effect from April 01, 2025 for the remaining period of her present term of appointment on the following terms and conditions:” Salary & Allowances: Rs. 20,00,000/-(Rupees Twenty Lakhs Only) per month with minimum annual increment of 10 %. Commission: Not exceeding 1% of net profits of the Company calculated as per the provisions of Section 198 of the Act. The quantum of commission to be determined by the Board of Directors is subject to the norms framed by the Board from time to time. Retirement Benefits / Perquisites: Contribution to Provident Fund: 12% of the monthly salary and allowances as above. Contribution to: Pension Fund, Superannuation Fund, Gratuity Fund, Encashment of leave at the end of the tenure of appointment as per the rules of the Company (These shall not be included in the computation of remuneration or ceiling on the perquisites). Medical Reimbursement Expenses: For self and family including premium payable for medical insurance. Personal Accident Insurance: As per the rules of the Company. Leave Travel Concession: For self and family, thrice in a year as per the rules of the Company. Fee for clubs: Subject to maximum of two clubs excluding admission and life membership fees. Others: 1. Telephone including internet at residence on monthly basis. 2. For the business trips both domestic and abroad on actual basis. 3. Such other allowances, perquisites, benefits and amenities as may be provided by the Company to the top management from time to time. For the purposes of calculating the ceiling on remuneration, perquisites shall be evaluated as per Income Tax Rules wherever applicable and in the absence of any such Rule, the same shall be evaluated at actual cost. The above said remuneration and
Page 5
3 perquisites shall be subject to the ceiling laid down in Sections 197, 198 and all other applicable provisions of the Act, as may be amended from time to time.” “RESOLVED FURTHER THAT except for the aforesaid revision in salary, all other terms, and conditions of appointment of Dr. Sumitha Nandan (DIN: 03625120) as Whole time Director of the Company, as approved by the resolution passed by the Members of the Company through postal ballot on February 03, 2023, shall remain unchanged.” “RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee of Directors) be and is hereby authorised to vary and/ or revise the remuneration of Dr. Sumitha Nandan (DIN: 03625120), Whole-time Director of the Company within the overall limits under the Act subject to such other approval that may be necessary and to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors to give effect to the aforesaid Resolution.” Item no.6 - To consider and approve the increase in the ceiling limit on total holdings of Foreign Portfolio Investors (FPIs) through primary or secondary market routes, up to an aggregate limit of 74% of the Company’s paid-up share capital. To consider and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to provisions of the Foreign Exchange Management Act, 1999 (FEMA) read with the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as applicable, including the regulations, guidelines and circulars issued thereunder, and subject to all applicable approval(s), permission(s), sanction(s), consent(s) and intimation(s), as may be required including, if required, the approval of the Reserve Bank of India (“RBI”), and subject to such condition(s) as may be prescribed by the RBI, or any other statutory regulatory authorities, while granting such approval(s), permission(s), sanction(s) and consent(s), as may be required, the consent of the members of the Company be and is hereby accorded to increase the limit of investment by Foreign Portfolio Investors (“FPIs”), as defined under the relevant regulations by the Securities and Exchange Board of India, to acquire and hold Equity Shares of the Company, by purchase or acquisition through primary or secondary market route, and under the ‘Foreign Portfolio Investment Scheme’, up to an aggregate limit of 74% of the paid-up share capital of the Company.” “RESOLVED FURTHER THAT the Board of Directors be and is hereby severally authorised to execute all such documents, deeds, intimations and writings as may be required for the aforesaid purpose and which it may deem fit in the interest of the Company, to delegate all or any its powers herein conferred by this resolution to any Committee of Director or Directors or any one or more executives of the Company, and do all such acts, deeds and things as may be deemed necessary in order to give effect to the above resolution.” Item no. 7 - To consider and approve ‘Manappuram Finance Limited - Employee Stock Option Scheme 2025’ To consider and if deemed fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 read with Rules made thereunder, the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations 2021, as amended and enacted from time to time read with all circulars and notifications issued thereunder (“SBEB Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) , and the relevant provisions of Memorandum and Articles of Association of the Manappuram Finance Limited (“Company”) and subject to such other laws, rules, approvals, permissions and sanctions as may be applicable and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions, sanctions, the consent of the members of the Company be and is hereby accorded to the introduction, adoption and implementation of ‘Manappuram Finance Limited – Employee Stock Option Scheme 2025’ (“ESOP Scheme 2025” or “Scheme”) the salient features of which are furnished in the explanatory statement annexed to this notice, and authorising the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any committee, including the Nomination, Compensation and Corporate Governance Committee (“Committee”) which the Board has constituted) to create, offer, issue, grant and allot from time to time, in one or more tranches, employee stock options (“Options”) not exceeding 2,06,44,749 (Two Crore Six Lakhs Forty-four Thousand Seven Hundred Forty-nine), to or for the benefit of such eligible employees of the Company, exclusively working in India or outside, as determined in terms of the Scheme, exercisable into not more than 2,06,44,749 (Two Crore Six Lakhs Forty-four Thousand Seven Hundred Forty-nine) equity shares of face value of `2/- (Rupees Two only) each fully paid-up (“Shares”) (subject to adjustments), where one Option would convert into one Share upon exercise, on such terms and in such manner, in accordance with the provisions of the applicable laws and the provisions of the Scheme.” “RESOLVED FURTHER THAT the Shares to be issued and allotted as mentioned hereinbefore shall rank pari passu with the then existing Shares of the Company.” “RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issue, bonus issue, merger and sale of division and others, if any additional Options to be granted by the Company, for the purpose of making a fair and reasonable adjustment to the Options granted earlier, in accordance with the terms of the Scheme, the ceiling of total number of Options and Shares specified above shall be deemed to be increased to the extent of such additional Options granted.”
Page 6
4 “RESOLVED FURTHER THAT in case the Shares of the Company are either sub-divided or consolidated, then the number of shares to be allotted and the price of acquisition payable by the eligible employees under the Scheme shall automatically stand reduced or augmented, as the case may be, in the same proportion as the face value per Share shall bear to the revised face value of the Shares of the Company after such sub-division or consolidation, without affecting any other rights or obligations of the said eligible employees.” “RESOLVED FURTHER THAT the Company shall conform to the accounting policies, guidelines or accounting standards as prescribed from time to time under the SBEB Regulations and any other applicable laws and regulations to the extent relevant and applicable to the Scheme.” “RESOLVED FURTHER THAT the Board be and is hereby authorised to take necessary steps for listing of the securities allotted under the Scheme on the stock exchanges, where the equity shares of the Company are listed in due compliance with SBEB Regulations and other applicable laws.” “RESOLVED FURTHER THAT the Committee and the Board, be and is hereby authorised at any time to modify, change, vary, alter, amend, suspend or terminate the Scheme subject to the compliance with the applicable laws and regulations and further subject to consent of the shareholders by way of special resolution to the extent required under applicable laws, and to do all such acts, deeds, matters and things as it may deem fit at its absolute discretion, for such purpose and also to settle any issues, questions, difficulties or doubts that may arise in this regard and further to execute all such documents, writings and to give such directions and or instructions as may be necessary or expedient to give effect to such modification, change, variation, alteration, amendment, suspension or termination of the Scheme and do all other things incidental and ancillary thereof in conformity with the provisions of the Companies Act, 2013, SBEB Regulations, the relevant provisions of the Memorandum and Articles of Association of the Company and any other applicable laws in force to give effect to this resolution.” “RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any powers conferred herein, to any committee of directors with a power to further delegate to any executives / officers of the company to do all such acts, deeds, matters and things as also to execute such documents, writings etc. as may be necessary to give effect to this resolution subject to applicable laws.” “RESOLVED FURTHER THAT the ESOP Scheme 2025 shall be administered and implemented by the Committee.” “RESOLVED FURTHER THAT any director of the Company be and is hereby authorised to certify a copy of this resolution and issue the same to all concerned parties.” Item no.8 - To consider and approve grant of employee stock options to the employees of subsidiary company (ies) of the Company under ‘Manappuram Finance Limited - Employee Stock Option Scheme 2025’ To consider and if deemed fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 62(1) (b) and other applicable provisions, if any, of the Companies Act, 2013 read with Rules made thereunder, the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations 2021, as amended and enacted from time to time read with all circulars and notifications issued thereunder (“SBEB Regulations”) , the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) , the relevant provisions of Memorandum and Articles of Association of the Manappuram Finance Limited (“Company“) and subject to such other laws, rules, approvals, permissions and sanctions as may be applicable and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions, sanctions, the consent of the members’ of the Company be and is hereby accorded for the extension of the benefits under the ‘Manappuram Finance Limited – Employee Stock Option Scheme 2025’ (“ESOP Scheme 2025” or “Scheme”) to the eligible employees of the subsidiary company(ies) of the Company, and to authorise the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any committee, including the Nomination, Compensation and Corporate Governance Committee (“Committee”) which the Board has constituted) to offer, issue, grant and allot from time to time, in one or more tranches, employee stock options (“Options”) under the Scheme, to the eligible employees of the subsidiary company of the Company, exclusively working in India or outside India, as determined in terms of the ESOP Scheme 2025, within the ceiling of total number of Options and equity shares of the Company of face value of `2/- (Rupees Two only) each (“Shares”), as specified in ESOP Scheme 2025 along with such other terms and in such manner, in accordance with the provisions of the applicable laws and the provisions of the Scheme.” “RESOLVED FURTHER THAT the Shares to be issued and allotted as mentioned hereinbefore shall rank pari passu with the then existing Shares of the Company.” “RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issue, bonus issue, merger and sale of division and others, if any additional Options to be granted by the Company, for the purpose of making a fair and reasonable adjustment to the Options granted earlier, in accordance with the terms of the Scheme, the ceiling of total number of Options and Shares specified above shall be deemed to be increased to the extent of such additional Options granted.”
Page 7
5 “RESOLVED FURTHER THAT in case the Shares of the Company are either sub-divided or consolidated, then the number of Shares to be allotted and the price of acquisition payable by the eligible employees under the Scheme shall automatically stand reduced or augmented, as the case may be, in the same proportion as the face value per Share shall bear to the revised face value of the Shares of the Company after such sub-division or consolidation, without affecting any other rights or obligations of the said eligible employees.” “RESOLVED FURTHER THAT the Company shall conform to the accounting policies prescribed from time to time under the SBEB Regulations and any other applicable laws and regulations to the extent relevant and applicable to Scheme.” “RESOLVED FURTHER THAT the Board be and is hereby authorised to take necessary steps for listing of the securities allotted under the Scheme on the stock exchanges, where the equity shares of the Company are listed in due compliance with SBEB Regulations and other applicable laws.” “RESOLVED FURTHER THAT the Committee and the Board, be and are hereby authorised at any time to modify, change, vary, alter, amend, suspend or terminate the Scheme subject to the compliance with the applicable laws and regulations and further subject to consent of the shareholders by way of special resolution to the extent required under applicable laws, and to do all such acts, deeds, matters and things as it may deem fit at its absolute discretion, for such purpose and also to settle any issues, questions, difficulties or doubts that may arise in this regard and further to execute all such documents, writings and to give such directions and or instructions as may be necessary or expedient to give effect to such modification, change, variation, alteration, amendment, suspension or termination of the Scheme and do all other things incidental and ancillary thereof in conformity with the provisions of the Companies Act, 2013, SBEB Regulations, the relevant provisions of the Memorandum and Articles of Association of the Company and any other applicable laws in force to give effect to this resolution.” “RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any powers conferred herein, to any committee of directors with a power to further delegate to any executives / officers of the company to do all such acts, deeds, matters and things as also to execute such documents, writings etc. as may be necessary to give effect to this resolution subject to applicable laws.” “RESOLVED FURTHER THAT the ESOP Scheme 2025 shall be administered and implemented by the Committee.” “RESOLVED FURTHER THAT any director of the Company be and is hereby authorised to certify a copy of this resolution and issue the same to all concerned parties.” By order of the Board of Directors For Manappuram Finance Limited Sd/- Place: Valapad, Thrissur CS Manoj Kumar V R Date: 11th July, 2025 Company Secretary
Page 8
6 Notes: 1. Proxy A member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote instead of himself/ herself and the proxy need not be a member of the company. Proxies in order to be effective, should be duly stamped, completed, signed and deposited at the registered office of the Company not less than 48 hours before the commencement of the meeting. Revenue Stamp should be affixed on the Proxy Form. Forms which are not stamped are liable to be considered as invalid. It is advisable that the Proxy holder’s signature may also be furnished in the Proxy Form, for identification purposes. A person can act as a proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. 2. Explanatory Statement and Special Business A Statement setting out material facts pursuant to Section 102(1) of the Companies Act, 2013 in respect of item no. 3 to 8 is annexed hereto and forms part of this notice. 3. Electronic dispatch of Notice and Annual Report In compliance with the MCA Circulars and SEBI Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 and SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2023/167 dated October 7, 2023 and other applicable circulars issued by Securities Exchange Board of India (collectively referred to as “SEBI Circulars”), Notice of the AGM and Annual Report is being send only through electronic mode to those members; based on benpos date, i.e., July 11, 2025, whose e-mail addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report for FY 2024-25 will also be available on the Company’s website www.manappuram.com and websites of the Stock Exchanges, i.e., BSE Limited and the National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. 4. Particulars of Directors The relevant details, pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, in respect of Director seeking appointment/ re-appointment as set out at Item No. 2 & 4 at this AGM are also annexed to this Notice as Annexure No.1 & 2. 5. Inspection of documents The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act along with all documents referred to in the Notice will be available for inspection by the members from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such documents can send an email to cosecretary@manappuram.com 6. Dematerialisation of Shares SEBI has mandated the Listed Companies to process service requests (i.e., Request for issue of duplicate securities certificate, claim from unclaimed suspense account, renewal/ exchange of securities certificate, endorsement, sub-division/ splitting of securities certificate, consolidation of securities certificates/ folios, transmission and transposition) for issue of securities in dematerialised form only, subject to folio being KYC compliant. Accordingly, Members are requested to submit duly filled and signed Form ISR-4. The Form is available on website of Company at https:/ /www.manappuram.com/ know-your-forms-security-holders and RTA at https:/ / in.mpms.mufg.com/. [SEBI Master Circular No. SEBI/HO/ MIRSD/POD-1/P/CIR/2024/37 dated May 7, 2024] Further, transfer, transmission and transposition of securities shall be effected only in dematerialised form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialisation, Members are advised to dematerialise the shares held by them in physical form. Members can contact the Company/ RTA for assistance in this regard. [Regulation 40(1) of the SEBI Listing Regulations] 7. For the convenience of the Members and for proper conduct of the Meeting, entry to the place of the Meeting will be restricted by the Attendance Slip and photo id proof. Members are requested to write their Client ID and DP ID numbers/ Folio Number (as applicable) on the Attendance slip, affix their signature and hand it over at the entrance hall. 8. Registrar and Transfer Agent (“RTA”): The name of the RTA changed from “Link Intime India Private Limited” to “MUFG Intime India Private Limited” (MUFG Intime/RTA) with effect from December 31, 2024, upon acquisition of Link group by Mitsubishi UF J Trust & Banking Corporation. 9. With effect from April 1, 2024, dividend to security holders (including holding securities in physical form), shall be paid only through electronic mode. Such payment shall be made upon folio being KYC compliant i.e., the PAN,
Page 9
7 contact details including mobile no., bank account details and specimen signature are registered with the RTA/ Company. [SEBI Master Circular No. SEBI/HO/MIRSD/ POD-1/P/CIR/2024/37 dated May 7, 2024, read with SEBI Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2024/81 dated June 10, 2024] 10. General Awareness on Tax Deducted at Source (“TDS”) on dividend For the prescribed rates for various categories, please refer to the Income Tax Act, 1961 and the Finance Acts of the respective years. The shareholders are requested to update their PAN with the Depository Participants (DPs) (if shares held in dematerialised form) and the Company/ RTA (if shares are held in physical mode). To claim exemption from Tax Deduction at Source (TDS), shareholders are requested to submit the requisite documents/ declarations by uploading them on the link: https:/ /web.in.mpms.mufg.com/formsreg/submission-of- form-15g-15h.html . The necessary documents are available on the Company's website and can be accessed at https:/ /www.manappuram.com/investors/notice-to- shareholders?field_type_target_id=63. For further details on the submission of exemption documents, members may refer to the email sent to their registered email address. Category of Shareholder Document(s) to be submitted/ uploaded Resident individual shareholders with PAN* and whose income does not exceed maximum amount not chargeable to tax or who is not liable to pay income tax i. Form No. 15G or ii. Form No. 15H Category of Shareholder Document(s) to be submitted/ uploaded Non-resident shareholders [including Foreign Portfolio Investors (FPIs)] who can avail beneficial rates under tax treaty between India and their country of tax residence i. No Permanent Establishment Declaration ii. Beneficial Ownership Declaration iii. Tax Residency Certificate iv. Copy of electronically filed Form 10F v. Any other document which may be required *If PAN is not correct/ invalid/ inoperative then tax will be deducted at higher rates and credit of TDS will not be available. [Section 206AA of the Income Tax Act, 1961] 11. Unclaimed Dividends and IEPF Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with respective rules, Dividends, if not encashed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (“IEPF”). Further, the shares in respect of which dividend has remained unclaimed for 7 consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF. In view of this, shareholders who have not encashed the dividend warrants/ cheques so far for the above years are requested to make their claim to the Company/ RTA immediately within the stipulated timeline. For more details, please see the link https: https:/ / www.manappuram.com/transfer-shares-iepf. The Members whose unclaimed dividends and/ or shares have been transferred to IEPF, may contact the Company or RTA and submit the required documents for issue of Entitlement Letter. The Members can attach the Entitlement Letter and other required documents and file web Form IEPF-5 for claiming the dividend and/ or shares available on www.mca.gov.in. Details of Unclaimed Dividend for the last Seven Years: Financial Year Date of Declaration of Dividend Dividend Amount per share (` ) Dividend yield (in %) Last date for claiming unpaid dividend 2019 May 18, 2018 0.50 25.00% June 22, 2025 2019 August 09, 2018 0.55 27.50% September 13, 2025 2019 November 06, 2018 0.55 27.50% December 11, 2025 2019 February 06, 2019 0.55 27.50% March 13, 2026 2020 May 15, 2019 0.55 27.50% June 19, 2026 2020 August 13, 2019 0.55 27.50% September 17, 2026 2020 November 06, 2019 0.55 27.50% December 11, 2026 2020 January 28, 2020 0.55 27.50% March 03, 2027 2020 February 27, 2020 0.55 27.50% April 02, 2027 2021 November 06, 2020 0.60 30.00% December 11, 2027 2021 January 29, 2021 0.65 32.50% March 05, 2028 2022 May 26, 2021 0.75 37.50% June 30, 2028
Page 10
8 Financial Year Date of Declaration of Dividend Dividend Amount per share (` ) Dividend yield (in %) Last date for claiming unpaid dividend 2022 August 10, 2021 0.75 37.50% September 14, 2028 2022 November 13, 2021 0.75 37.50% December 18, 2028 2022 February 14, 2022 0.75 37.50% March 21, 2029 2023 May 18, 2022 0.75 37.50% June 22, 2029 2023 August 04, 2022 0.75 37.50% September 08, 2029 2023 November 12, 2022 0.75 37.50% December 17, 2029 2023 February 03, 2023 0.75 37.50% March 10, 2030 2024 May 12, 2023 0.75 37.50% June 16, 2030 2024 August 10, 2023 0.80 40.00% September 14, 2030 2024 November 13, 2023 0.85 42.50% December 18, 2030 2024 February 07, 2024 0.90 45.00% March 13, 2031 2025 May 24, 2024 1.00 50.00% June 29, 2031 2025 August 13, 2024 1.00 50.00% September 18, 2031 2025 November 05, 2024 1.00 50.00% December 11, 2031 2025 February 13, 2025 1.00 50.00% March 20, 2032 2026 May 09, 2025 0.50 25.00% June 13, 2032 12. Members to intimate change in their details: Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail ID, telephone/ mobile no., PAN, mandates, choice of nominations, power of attorney, bank details viz., name of the bank and branch details, bank account, MICR code, IFSC code, etc. a. For shares held in electronic mode: to their DPs b. For shares held in physical mode: to the Company/ RTA in prescribed Form ISR-1 and other forms. [SEBI Master Circular No. SEBI/HO/MIRSD/ SECFATF/P/CIR/2023/169 dated October 12, 2023] The facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. [Section 72 of the Act] If a member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/ she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms can be downloaded from the Company’s website <<weblink>>. Members are requested to submit the said details to their DP in case the shares are held by them in dematerialised form and to RTA in case the shares are held in physical form. 13. Members may kindly update regularly the changes in bank account with the following information in your DP account for the shares held in dematerialised form and with RTA in case of shares held in physical form; - Bank account Number in full, - MICR Code, - IFS Code, - Full name of the Bank and address of the branch, - email address. The correct and complete particulars will help us to serve you better by timely credit of your future dividends immediately on payment by means of electronic credit. 14. Consolidated of folios: Members holding more than one physical folios in identical order of names are requested to submit Form ISR-4 along with requisite KYC documents and share certificates to the Company/ RTA for consolidation of holdings in one folio. The consolidated share certificate will be issued in dematerialised form only. 15. Dispute Resolution: SEBI has established a common Online Dispute Resolution Portal (“ODR Portal - https:/ /smartodr.in/login ”) to raise disputes arising in the Indian Securities Market. Post exhausting the option to resolve their grievances with the RTA/Company directly and through SCORES platform, the investors can initiate dispute resolution through the ODR Portal. [SEBI Master Circular No. SEBI/HO/OIAE/ OIAE_IAD-3/P/CIR/2023/195 dated July 31, 2023]
Page 11
9 16. Members holding shares in dematerialised form are requested to write their client ID and DP ID Numbers in attendance slip and in all their correspondence with the Company. Those who hold shares in physical form are requested to write their folio number in the attendance slip. 17. Members who would like to ask questions on accounts are requested to send their questions to the Registered Office of the Company at least 10 days before the date of Annual General Meeting to enable the Company to prepare suitable replies to such questions. 18. Instructions for e-voting: i. In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (LODR) Regulations, 2015, the Company is pleased to offer the facility of voting through electronic means, to all its Members to enable them to cast their votes electronically. Members who have not voted through electronic means or members who have no access to electronic voting can vote at the AGM, electronically. The cut-off date for recognising voting rights of members to vote by electronic means (remote e-voting) as well as at the Annual General Meeting is Thursday, August 07, 2025, in terms of Companies (Management and Administration) Amendment Rules, 2015 (‘cut-off date’). ii. The remote e-voting period commences on Monday, August 11, 2025 from 9.00 a.m. (IST) and ends on Wednesday, August 13, 2025 till 5.00 p.m. (IST). During this period, Members holding shares either in physical form or in dematerialised form, as on Thursday, August 07, 2025, i.e. cut-off date, may cast their vote electronically. The e-voting module shall be disabled for voting thereafter. Members attending the AGM who have not previously cast their votes through remote e-voting and are not otherwise restricted from doing so shall be eligible to exercise their voting rights through the e-voting system during the AGM. iii. A person who is not a member as on the cut-off date should treat this Notice for information purposes only. iv. The members who have cast their vote by remote e-voting prior to the AGM may also attend/ participate in the AGM but shall not be entitled to cast their vote again. v. The voting rights of members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date. vi. In case of individual shareholders holding securities in dematerialised mode and who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned under “Login method for remote e-voting. vii. In case of joint holders attending the meeting, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company as on Thursday, August 07, 2025 (cut-off date) will be entitled to vote during the AGM. viii. The Company has appointed Mr. Suresh M V, FCS, Senior Partner, SMS & Co Company Secretaries LLP to act as the Scrutiniser for conducting the electronic voting process in a fair and transparent manner. ix. At the AGM, prior to/ at the end of the discussion on the resolutions on which voting is to be held, the Chairman shall, with the assistance of the Scrutiniser, order electronic voting system for all those members who are present but have not cast their votes electronically using the remote e-voting facility. x. The Scrutiniser shall, after the conclusion of electronic voting at the AGM, count the votes cast at the AGM and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in employment of the Company. The Scrutiniser shall submit a consolidated Scrutiniser’s Report of the total votes cast in favour of or against, if any, not later than two working days after the conclusion of the AGM to the Chairman/ Managing Director of the Company. The Chairman/ Managing Director, or any other person authorised by the Chairman/ Managing Director, shall declare the result of the voting forthwith. xi. Institutional shareholders/ Corporate shareholders (i.e., other than individuals, HUFs, NRIs, etc.) are required to send a scanned copy (PDF/ JPG Format) of their respective Board or Governing Body Resolution/ Authorisation etc., authorising their representative to attend the AGM physically on their behalf and to vote through remote e-voting. The said Resolution/ Authorisation shall be sent to the Scrutiniser by e-mail on its registered e-mail ID to smscollp@gmail.com with a copy marked to cosecretary@manappuram. com . Institutional shareholders/ Corporate shareholders can also upload their Board Resolution/ Power of Attorney/ Authority Letter, etc. by clicking on “Upload Board Resolution/ Authority Letter” displayed under “e-voting” tab in their login.
Page 12
10 xii. The result, along with the Scrutiniser’s Report, will be placed on the Company’s website, www.manappuram. com and on the website of Central Depository Services (India) Limited (‘CDSL’) immediately after the result is declared by the Chairman/ Managing Director or any other person authorised by the Chairman/ Managing Director, and the same shall be communicated to BSE & NSE. xiii. The facility for voting electronically, will also be made available at the AGM and the members who have not already cast their votes by remote e-voting shall be able to exercise their right at the AGM through electronic voting system using DP ID or PAN or Folio No. as user ID and onetime password which will be shared with Members upon their registration at the AGM. Members who already cast their votes by remote e-voting prior to the AGM may attend the AGM but shall not be entitled to cast their votes again. xiv. Any person who acquires shares of the Company and becomes its member after the dispatch of the notice for the annual general meeting and continues to hold the shares of the Company as on the cut-off date may obtain login id and password by sending a request at coimbatore@in.mpms.mufg.com or helpdesk. evoting@cdslindia.com xv. The Company has engaged the services of CDSL as an authorised agency to provide the remote e-voting and electronic voting facilities at the venue of AGM. The procedure and instructions for voting through electronic (remote e-voting) means are as follows: THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING: Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode. Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode. (i) The voting period begins on Monday, August 11, 2025 (9:00 a.m.IST) and ends on Wednesday, August 13, 2025 (5:00 p.m.IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialised form, as on the cut-off date (record date) of Thursday, August 7, 2025 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue. (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 09.12.2020 , under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/ retail shareholders is at a negligible level. Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders. In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process. Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode. (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Page 13
11 Pursuant to abovesaid SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below: Type of shareholders Login Method Individual Shareholders holding securities in Demat mode with CDSL Depository 1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & My Easi New (Token) Tab. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at cdsl website www. cdslindia.com and click on login & My Easi New (Token) Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. Individual Shareholders holding securities in demat mode with NSDL Depository 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https:/ /eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. 2) If the user is not registered for IDeAS e-Services, option to register is available at https:/ / eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https:/ /eservices.nsdl. com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:/ /www. evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period. 4) For OTP based login you can click on https:/ /eservices.nsdl.com/SecureWeb/evoting/ evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP) You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.
Page 14
12 Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL Login type Helpdesk details Individual Shareholders holding securities in Demat mode with CDSL Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911 Individual Shareholders holding securities in Demat mode with NSDL Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at : 022 - 4886 7000 and 022 - 2499 7000 Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode. (v) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form. 1) The shareholders should log on to the e-voting website www.evotingindia.com. 2) Click on “Shareholders” module. 3) Now enter your User ID a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company. 4) Next enter the Image Verification as displayed and Click on Login. 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used. 6) If you are a first-time user follow the steps given below: For Physical shareholders and other than individual shareholders holding shares in Demat. PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/ RTA. Dividend Bank Details OR Date of Birth (DOB) Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field. (vi) After entering these details appropriately, click on “SUBMIT” tab. (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. (ix) Click on the EVSN for the relevant <Manappuram Finance Limited> on which you choose to vote.
Page 15
13 (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/ NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution. (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details. (xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote. (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. (xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page. (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system. (xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutiniser for verification. (xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com. After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on. The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping. It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutiniser to verify the same. Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorised signatory who are authorised to vote, to the Scrutiniser and to the Company at the email address viz; cosecretary@ manappuram.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutiniser to verify the same. PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES. 1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id. 2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP) 3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository. If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@ cdslindia.com or contact at toll free no. 1800 21 09911 All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 21 09911
Page 16
14 Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013 (As required under Section 102 of the Companies Act, 2013 (“Act”), the following explanatory statement sets out all material facts relating to the business mentioned under Item Nos. 3 to 8 of the accompanying Notice) Item No. 3: As per the recent SEBI (LODR) (Third Amendment) Regulations, 2024, listed entities must appoint or re-appoint Secretarial Auditor; either an individual for one term of five consecutive years, or a firm for two terms of five consecutive years each, subject to approval of shareholders of the Company. Further, as per Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a peer-reviewed firm can be appointed as Secretarial Auditor for not more than two terms of five consecutive years. Accordingly, the Board of Directors of the Company at its meeting held on May 9, 2025, based on recommendation of the Audit Committee, after evaluating and considering various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence, etc., has approved the appointment of KSR & Co Company Secretaries LLP (“KSR”), a peer reviewed firm (Firm Registration No. P2008TN006400) as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members of the Company. KSR & Co Company Secretaries LLP (“KSR”) is a renowned full-service Company Secretaries firm based in Coimbatore specialising in corporate law, with expertise spanning various domains. With a proven track record in corporate laws, securities laws, and other regulatory areas, KSR has served clients across diverse sectors, and their expertise has earned the trust of industry leaders across sectors like banking, manufacturing, pharmaceuticals, and public utilities. The partners and the team have set an excellent track record in the Field of Corporate Laws, Securities Laws, Foreign Exchange Management Laws, Intellectual Property Laws, Insolvency and Bankruptcy law, Industrial and Labour Laws, Environmental Laws. The firm undertakes Board Process Audits, Corporate Governance Audits, Secretarial Audits, Internal Audits on Functions and Activities, Corporate Actions/ Transactions based Due Diligence Audits. The Firm is acclaimed for its expertise in mergers and acquisitions - both Regulatory Compliance’s and Legal aspects as well as conceptualisation strategies. Litigation Management in Shareholder Disputes, Board Disputes, Oppression and Mismanagement Cases, Commercial Arbitration, Mediation and Conciliation. KSR was declared the Best Practising Company Secretaries Firm this year and has also won the Best Secretarial Audit Report award in the past. KSR was appointed as the Secretarial Auditor of the Company for conducting secretarial audits for the financial years 2017 to 2025. KSR has given its consent to act as secretarial auditors and confirmed that it holds a valid peer review certificate, as required by the amended SEBI LODR regulations. For the financial year ending March 31, 2026, KSR will be paid a remuneration of Rs. 7,70,000.00 (Rupees Seven Lakhs Seventy Thousand Only) plus applicable taxes and out-of-pocket expenses for secretarial audit services and for subsequent year(s) of their term, such fees as may be mutually agreed between the Board of Directors and KSR. There are no material changes in the proposed fees payable to the Secretarial Auditor compared to the fees paid in the previous financial year. The Company may also engage KSR for additional services, including certifications and other professional services as permitted under the Act and rules & regulations made thereunder for which separate remuneration will be paid as mutually agreed upon and approved by the Board. The fees for such services will be determined by the Board, based on the recommendation of the Audit Committee and in consultation with the Secretarial Auditors. KSR has confirmed that the firm is not disqualified and is eligible to be appointed as Secretarial Auditors in terms of Regulation 24A of the SEBI Listing Regulations. The services to be rendered by KSR as Secretarial Auditors is within the purview of the said regulation read with SEBI circular no. SEBI/HO/CFD/CFD-PoD-2/ CIR/P/2024/185 dated December 31, 2024. The Board of Directors recommends the resolution set out at Item No. 3 for approval by the Members as an Ordinary Resolution. None of the Directors and Key Managerial Personnel of the Company and their respective relatives are concerned or interested, financially or otherwise, in passing the proposed Resolution. Item No.4: As per Section 149 (10) of the Act, an Independent Director shall hold office for a term up to two terms of five consecutive years each on the Board of a Company but shall be eligible for re-appointment on passing of a special resolution by the company and disclosure of such appointment in the Board’s report. Mr. Harshan Kollara Sankarakutty (DIN: 01519810) was appointed as an Independent Director of the Company by the members at the Annual General Meeting held on August 28, 2020, pursuant to Section 149 of the Companies Act, 2013 (“the Act”), and read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (the “Rules”), for a first term of five years up to August 27, 2025. Based on his performance evaluation and recommendation of Nomination, Compensation and Corporate Governance Committee (“NCCGC”) and in terms of provisions of the provisions of Sections 149, 150, 152 read with schedule IV and all other applicable provisions of the Act and Listing Regulations and as per Articles of Associations of the Company, Mr. Harshan Kollara
Page 17
15 Sankarakutty is eligible for re-appointment as the Independent Director and had offered himself for re-appointment. The Board of Directors recommends the proposal to re-appoint him as Independent Non-Executive Director for a term as mentioned in respective Special Resolution. The Company has received a notice under Section 160 of the Act from a member proposing Mr. Harshan Kollara Sankarakutty’s candidature for re-appointment as an Independent Director. Mr. Harshan Kollara Sankarakutty has provided a declaration of independence, and the Company has also received his consent to act as a director in Form DIR-2 and intimation in Form DIR-8 in terms of the Appointment Rules to the effect that he is not disqualified under sub-section (2) of Section164 of the Act. In the opinion of the Board, Independent Director fulfils the conditions specified under the Act, read with the Rules and Regulation 16 (1)(b) of the Listing Regulations including for re-appointment as an Independent Director of the Company and are independent of management. A copy of draft letter of appointment for independent director is available for inspection at the Registered Office of the Company during the business hours on any working day. Further he possesses diverse skills, leadership capabilities, expertise in governance and finance, and risk management, which are key requirements for his role. The Board considers that the association of the Independent Director would be immense benefit to the Company considering their expertise and experience and it is desirable to avail services of these Independent Director. The remuneration of Independent Directors shall be governed by the Company’s Board Appointments, Composition, and Compensation Policy, the summary of the same is annexed to the Directors’ Report and forms part of the annual report. Pursuant to Regulation 17(1A) of the SEBI Listing Regulations, which provides that “no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy-five years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person”. Mr. Harshan Kollara Sankarakutty will attain the age of 75 years during his proposed second term and in view of the same, the Board of Directors recommends passing of special resolution as set out at item no.4 for his continuation as Director. The Board believes that his experience, expertise, and mature advice have been significantly beneficial to the Company, and his continuation as an Independent Director would be in the best interest of the Company. Therefore, the Board recommends seeking member approval for his re-appointment and continuation as a director, notwithstanding his attaining the age of 75 years during his tenure. As his first term is due to expire on August 27, 2025, the Nomination, Compensation and Corporate Governance Committee (“NCCGC”) and Board of Directors at its meeting held on May 9, 2025, and July 11, 2025, respectively evaluated his performance and considered his knowledge, acumen, expertise, and substantial contribution to the Company during his tenure. Based on this evaluation, the NCCGC and Board of Directors have recommended his re-appointment for a second term of five years effective from August 28, 2025, to August 27, 2030. Mr. Harshan Kollara Sankarakutty has confirmed that he is not aware of any circumstances that could impair his ability to discharge his duties and is not debarred from holding the office of Director by virtue of any SEBI order. He has also confirmed compliance with the rules regarding registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. Additionally, Mr. Harshan Kollara Sankarakutty has declared that he continues to meet the criteria of independence as prescribed under the Act and SEBI Listing Regulations. Additional information on the directors recommended for appointment or re-appointment, as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), is provided separately in Annexure - 1. No director, key managerial personnel, or their relatives, except Mr. Harshan Kollara Sankarakutty, to whom the resolution relates, is interested in or concerned, financially or otherwise, in passing the proposed resolution set out in item no. 4. The Board of Directors recommends the resolution set out at Item No. 4 for approval by the Members as a Special Resolution. Item No.5: Dr. Sumitha Nandan (DIN: 03625120) was appointed as the Whole-time Director of the Company, effective January 1, 2023, for a term of five years, pursuant to an ordinary resolution passed by the members through postal ballot on February 3, 2023, and has since been responsible for overseeing the company’s business operations, including various IT/ digital initiatives. Based on the recommendations of the Nomination, Compensation and Corporate Governance Committee of the Company (“NCCGC”) and considering her performance, the Board of Directors of the Company (“the Board”), in its meeting held on May 9, 2025, has revised and increased her remuneration with effect from April 1, 2025, subject to the approval of the Members of the company, which shall not exceed the limits as prescribed under Reg. 17 of Listing Regulations and Section 197 of Companies Act, 2013, as amended from time to time.
Page 18
16 The details of the existing and proposed revision in the remuneration of Dr. Sumitha Nandan (DIN: 03625120) by way of an increment with effect from 01st April 2025 are as under: Particulars Existing remuneration p.a. (in ` ) Revised Remuneration p.a. (in ` ) Salary & Allowances: Rs. 12,50,000/- (Rupees Twelve Lakhs Fifty Thousand only) per month with minimum annual increment of 10 %. Rs. 20,00,000/- (Rupees Twenty Lakhs Only) per month with minimum annual increment of 10%. Commission Not exceeding 1% of net profits of the Company calculated as per the provisions of Section 198 of the Companies Act, 2013. The quantum of commission to be determined by the Board of Directors is subject to the norms framed by the Board from time to time. Not exceeding 1% of net profits of the Company calculated as per the provisions of Section 198 of the Companies Act, 2013. The quantum of commission to be determined by the Board of Directors is subject to the norms framed by the Board from time to time. Retirement Benefits/ Perquisites: Contribution to Provident Fund: @ 12% of the monthly salary and allowances as above. Contribution to: Pension Fund, Superannuation Fund, Gratuity Fund, Encashment of leave at the end of the tenure of appointment as per the rules of the Company (These shall not be included in the computation of remuneration or ceiling on the perquisites). Medical Reimbursement Expenses: For self and family including premium payable for medical insurance. Personal Accident Insurance: As per the rules of the Company. Leave Travel Concession: For self and family, thrice in a year as per the rules of the Company. Fee for clubs: Subject to maximum of two clubs excluding admission and life membership fees. Others: 1. Telephone including internet at residence on monthly basis. 2. For the business trips both domestic and abroad on actual basis. 3. Such other allowances, perquisites, benefits and amenities as may be provided by the Company to the top management from time to time. For the purposes of calculating the ceiling on remuneration, perquisites shall be evaluated as per Income Tax Rules wherever applicable and in the absence of any such Rule, the same shall be evaluated at actual cost. The above said remuneration and perquisites shall be subject to the ceiling laid down in Sections 197, 198 and all other applicable provisions of the Act or the Listing Regulations as may be amended from time to time. Contribution to Provident Fund: 12% of the monthly salary and allowances as above. Contribution to: Pension Fund, Superannuation Fund, Gratuity Fund, Encashment of leave at the end of the tenure of appointment as per the rules of the Company (These shall not be included in the computation of remuneration or ceiling on the perquisites). Medical Reimbursement Expenses: For self and family including premium payable for medical insurance. Personal Accident Insurance: As per the rules of the Company. Leave Travel Concession: For self and family, thrice in a year as per the rules of the Company. Fee for clubs: Subject to maximum of two clubs excluding admission and life membership fees. Others: 1. Telephone including internet at residence on monthly basis 2. For the business trips both domestic and abroad on actual basis 3. Such other allowances, perquisites, benefits and amenities as may be provided by the Company to the top management from time to time. For the purposes of calculating the ceiling on remuneration, perquisites shall be evaluated as per Income Tax Rules wherever applicable and in the absence of any such Rule, the same shall be evaluated at actual cost. The above said remuneration and perquisites shall be subject to the ceiling laid down in Sections 197, 198 and all other applicable provisions of the Act or the Listing Regulations as may be amended from time to time. Dr. Sumitha Nandan has extensive experience in various executive capacities, including her previous roles at Manappuram Finance Limited, Manappuram Health Care Limited, and other companies. She holds an MBBS degree from Rajiv Gandhi University of Science & Research Institute, Karnataka, and has completed her MS from Sri Ramachandra University, Chennai, with a fellowship in Cosmetic Gynaecology. She is also an alumnus of Wharton Business School, US following completion of courses in Advanced Finance Programme. The NCCGC and the Board have noted that Dr. Sumitha Nandan’s oversight of the areas assigned to her has been effective, and the performance of these areas has improved considerably over the years. She has also been instrumental in overseeing critical
Page 19
17 issues relating to IT and operations, which she has completed to the satisfaction of the Board. Her performance against the Key Performance Indicators for FY 2025 was also in alignment with the objectives set and have contributed immensely to the growth of the Company with their vast experience and knowledge in the industry. Based on the evaluation of her performance and considering the relevant factors, the NCCGC has recommended the revision of her salary to the Board. The Board believes that the revised remuneration is commensurate with her responsibilities and contributions to the Company. Additional information on the directors recommended for appointment or re-appointment, as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), is provided separately in Annexure - 2. No director, key managerial personnel or their relatives except Dr. Sumitha Nandan (DIN: 03625120), to whom the resolution relates, and Mr. V P Nandakumar (DIN: 00044512) are interested in or concerned, financially or otherwise, in passing the proposed resolution set out in item no. 5. The Board of Directors recommends the resolution set out at Item No. 5 for approval by the Members as an Ordinary Resolution. Item No.6: In accordance with the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, and the Consolidated FDI Policy, foreign investment is permitted up to the specified sectoral cap in the paid-up voting equity capital of the Company which in the case of NBFC is 100%. Earlier, aggregate limit for Foreign Portfolio Investors (FPIs) registered with SEBI was limited to 24% of the paid-up voting equity capital of the Company. Pursuant to 100% FDI permissible to NBFC sector under automatic route, vide amendments to the said Rules, the companies are provided an option to limit the FPI aggregate investment limit to 74%/49%/24% of the paid-up share capital. To provide greater flexibility and headroom for FPIs to invest in the Company, the Board of Directors has proposed increasing the FPI shareholding limit to 74% of the paid-up voting equity capital, subject to shareholders’ approval. The Board believes that this increase will enable the Company to attract more foreign investment and support its growth objectives. Considering the option, the Board has proposed to limit the aggregate FPI limit to 74% of the paid-up share capital and have accordingly proposed approval by shareholders through a special resolution. None of the Directors, Key Managerial Personnel, or their relatives have any interest or concern in this resolution, except to the extent of their shareholding in the Company. The Board of Directors recommends the resolution set out at Item No.6 for approval by the Members as a Special Resolution. Item Nos. 7 and 8: The Company recognises equity-based compensation as an effective tool for rewarding and retaining the talent within the Company or its subsidiary companies. Such schemes are widely regarded as an integral component of employee compensation across various sectors, as they facilitate alignment between employee rewards and the long-term value creation for shareholders. Additionally, equity compensation fosters an ownership culture, enhances the Company’s ability to attract and retain top talent, and motivates employees to drive the business forward. At this stage of the Company’s growth, as it enters the next phase of capitalising on market opportunities, expanding its business, and addressing increasing competition, there is a consistent demand for talent to fill critical roles. The emergence of new skills relevant to the Company’s operations has shifted the dynamics of the talent market. Consequently, it has become essential to develop a robust reward strategy that facilitates the attraction and retention of critical resources, particularly those possessing leadership qualities or occupying key roles in the business. Given the background, the Nomination, Compensation and Corporate Governance Committee (“Committee”) and the Board of Directors (“Board”) of the Company at their respective meetings held on July 11, 2025 have approved the proposed ‘Manappuram Finance Limited - Employee Stock Option Scheme 2025’ (“ESOP Scheme 2025”/ “Scheme”), subject to your approval. In terms of Section 62(1)(b) of the Companies Act, 2013 and Rules made thereunder read with Regulation 6 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB Regulations”), features of the Scheme are given as under: In terms of Regulation 6 of the SBEB Regulations, the salient features of the ESOP 2025 are given as under: a) Brief description of the Scheme: Keeping the view of aforesaid objectives, the ESOP Scheme 2025 contemplates grant of employee stock options (“Options”) to the eligible employees of the Company and/ or its subsidiary, exclusively working in India or outside India, as determined in terms of the ESOP Scheme 2025 and in due compliance of SBEB Regulations. After vesting of Options, the eligible employees will be entitled to (but not obligation) exercise the vested Options within the exercise period and obtain equity shares (“Shares”) of the Company subject to payment of exercise price and satisfaction of any tax obligation arising thereon. The eligible employees are expected to receive benefits based on their contribution to creating value for shareholders. The Committee shall act as the Compensation Committee and shall administer the Scheme. All questions of interpretation of the Scheme, shall be determined by
Page 20
18 the Committee and such determination shall be final and binding upon all persons having an interest in the Scheme. b) Total number of Options to be granted: The total number of Options to be granted under the Scheme shall not exceed Options. Each Option when exercised would be converted into one equity share of face value of Rs. 2/- (Rupees Two Only) each fully paid-up. Further, SBEB Regulations require that in case of any corporate action(s) such as rights issue, bonus issue, merger, sale of division etc., a fair and reasonable adjustment is to be made to the Options granted. Accordingly, the Scheme provides the Committee with the power to make suitable adjustments to the number and price of the Options granted in such a manner that the total value of the Options granted under the Scheme remain the same after any such corporate action. Accordingly, if any additional Options are granted by the Company based on the determination of the Committee, for making such fair and reasonable adjustment, the ceiling of the aforesaid Options shall be deemed to be increased to the extent of such additional Options granted. c) Identification of classes of employees entitled to participate and be beneficiaries in the Scheme Following classes of employees and directors (collectively referred to as “Employees”) are eligible being: (i) an employee as designated by the Company, who is exclusively working in India or outside India; or (ii) a director of the Company, whether a whole-time director or not, including a non-executive director, who is not a Promoter or member of the Promoter Group; or (iii) an employee as defined in sub-clauses (i) and (ii) of the subsidiary company, in India or outside India; but does not include I. an employee/director who is a Promoter or belongs to the Promoter Group; II. a Director who either by himself or through his relatives or through any body corporate, directly or indirectly holds more than 10% of the outstanding Shares of the Company; III. an Independent Director of the Company or a Subsidiary Company. The Committee while granting the Options to any eligible employee(s) of any subsidiary company, shall at its discretion, consider the factors including but not limited to the role(s) of such employee(s) for safeguarding the interest of the Company, or such employee’s contribution to the Company. d) Requirements of vesting and period of vesting All the Options granted on any date shall vest not earlier than the minimum vesting period of 1 (one) year and not later than maximum vesting period of 5 (Five) years from the date of grant. The Committee subject to minimum and maximum ceiling of vesting period shall have the power to prescribe the vesting schedule for a particular grant. Provided further that in the event of death or permanent incapacity of an Option Grantee, the minimum vesting period of One (1) year shall not be applicable and in such instances, the unvested Options shall vest on the date of death or permanent incapacity. Provided further that in case of retirement, all the unvested Options as on the date of retirement would continue to vest in accordance with the original vesting schedules provided for in the letter of grant even after the retirement, unless otherwise determined by the Committee, in accordance with the Company’s policies and provisions of the then prevailing applicable laws. In case of resignation or termination of employment (other than due to Misconduct), unvested options on date of resignation by the option grantee/ termination notice by the Company to the Option Grantee shall stand cancelled with effect from that date. In case of termination of employment due to Misconduct (as defined in the Scheme), all unvested and vested Options shall stand cancelled with effect from the date of termination notice by the Company to the Option Grantee. In case of any other reason (including any breach of post employment obligations as set out in the Company Policies/ Terms of Employment), all unvested Options on the date of termination shall stand cancelled. The vesting of Options shall be contingent upon the Employee’s continued employment/ service with the Company or Subsidiary, as the case may be. In addition, the Committee, in its sole discretion, may impose specific performance criteria, the satisfaction of which shall be required for the Options to vest. The Committee shall have the authority to determine the performance parameters applicable to an employee or a class of employees, based on their respective roles, and to assign relative weightages to each parameter as it deems appropriate. The specific Vesting schedule and Vesting Conditions subject to which Vesting would take place would be outlined in the letter of grant given to the Employee at the time of grant. The Option Grantee who has tendered his/her resignation and is serving the notice period after resignation, such notice period shall not be considered for Vesting and all
Page 21
19 the Unvested Options as on date of resignation shall be cancelled forthwith. Further, the Option Grantee must not be subject to any disciplinary proceedings pending against him on such date of vesting. In case of any disciplinary proceedings against any Option Grantee, the relevant vesting shall be kept in abeyance until disposal of the proceedings. In case of reinstatement, vesting shall happen as if there was no abeyance. In case of termination from employment, the provisions of serial number 2 in the table given in Sub-clause 8.2( c) of the Scheme shall apply. The period of leave shall not be considered in determining the vesting period in the event the Employee is on a sabbatical. In all other events including approved earned leave, maternity leave and sick leave, the period of leave shall be included to calculate the vesting period unless otherwise determined by the Committee. Further, in case of an eligible Employee who has been granted benefits under ESOP Scheme 2025 is deputed or transferred (including resignation in connection with transfer) to join its subsidiary company, prior to vesting or exercise, vesting schedule and exercise period to remain same as per the terms of the grant. e) Maximum period within which the Option shall be vested: All the Options granted on any date shall vest not later than the maximum vesting period of 5 (Five) years from the date of each grant. f) Exercise price or pricing formula: The exercise price per Option shall be determined by the Committee subject to a maximum discount of up to 20% on the Market Price (as defined in the Scheme) of the Shares on the date of Grant. However, the exercise price per Option shall not be less than the face value of the Share of the Company. g) Exercise period and the process of Exercise: The exercise period for vested Options shall be a maximum of 5 (Five) years commencing from the relevant date of vesting of Options, or such other shorter period as may be prescribed by the Committee at the time of grant and set out in the letter of grant. In case of death or Permanent Incapacity, the Committee may, at its discretion, allow such additional period for exercise which shall not be more than 12 months from the original prescribed exercise period communicated to the Option Grantee. In case of separation from employment, the exercise period shall be as set out below: S. No. Separations Vested Options Unvested Options 1 While in employment/ Service All the vested Options shall be exercisable by the Option Grantee within the exercise period. All the unvested Options shall continue to vest as per the terms and conditions of the grant. 2 Resignation/ Termination (Other than due to Misconduct) All the vested Options as on date of resignation or termination notice shall be exercisable by the Option Grantee on or before last working day or before the expiry of the exercise period, whichever is earlier. All the unvested Options as on the date of resignation / termination notice shall stand cancelled with effect from such date of resignation / termination notice. 3 Termination due to Misconduct All the vested Options at the time of such termination notice shall stand cancelled with effect from the date of such termination notice. All the unvested Options at the time of such termination notice shall stand cancelled with effect from the date of such termination notice. 4 Retirement All the vested Options as on date of retirement shall be exercisable within 12 (twelve) months from the date of retirement or exercise period, whichever is earlier. All unvested Options as on the date of retirement would continue to vest in accordance with the original vesting schedules provided in the letter of grant, even after the retirement, unless otherwise determined by the Committee, in accordance with the Company’s policies, if any, and provisions of the then prevailing applicable law. Such aforesaid vested Options, if any, can be exercised within a period of 12 (twelve) months from the date of such vesting.
Page 22
20 S. No. Separations Vested Options Unvested Options 5 Death All the vested Options as on date of death shall be exercisable by the legal heir/ nominee of such deceased Option Grantee within 12 (twelve) months from the date of death of the Option Grantee or the exercise period, whichever is earlier. Provided that, if the Committee approves the extension of the exercise period in accordance with clause 8.2(a) of the Scheme, the vested Options shall be exercised within such additional period. All the unvested Options as on date of death shall vest immediately in the Option Grantee’s nominee or legal heir and can be exercisable within a period of 12 (twelve) months from the date of such vesting or the exercise period, whichever is earlier. 6 Permanent Incapacity All vested Options may be exercised by the Option Grantee within 12 (twelve) months from the date of the permanent incapacity or the exercise period, whichever is earlier. Provided that, if the committee approves the extension of the exercise period in accordance with clause 8.2(a) of the Scheme, the vested Options shall be exercised within such additional period. All the unvested Options as on date of incurring such permanent incapacity shall vest immediately with effect from such event to the Option Grantee and can be exercisable within a period of 12 (twelve) months from the date of such vesting or the exercise period, whichever is earlier. 7 Transfer / deputation to/ from Subsidiary Company Exercise period to remain the same as per the terms of the grant. In case of subsequent separation, treatment of Options shall be as per the applicable circumstance mentioned in this table. Vesting schedule and exercise period to remain same as per the terms of the grant. In case of subsequent separation, treatment of Options shall be as per the applicable circumstance mentioned in this table. 8 Any other reason (including any breach of post employment obligations as set out in the Company Policies/ Terms of Employment) The Committee shall decide whether the vested Options as on that date can be exercised by the Option Grantee or not, and such decision shall be final. All unvested Options on the date of such termination shall stand cancelled. The vested Options shall be exercisable by the Option Grantees by a written application to the Company expressing his/ her desire to exercise such Options in such manner and in such format as may be prescribed by the Committee from time to time. Exercise of Options shall be entertained only after payment of requisite exercise price and satisfaction of applicable taxes by the Option Grantees. The Options shall lapse if not exercised within the specified exercise period. All the vested Options can be exercised by the Option Grantee at one time or at various points of time within the exercise period. h) Appraisal process for determining the eligibility of employees under the Scheme: The appraisal process for determining eligibility shall be decided from time to time by the Committee. The broad criteria for appraisal and selection may include parameters like grade, criticality, skills, potential contribution, and such other criteria as may be determined by the Committee at its sole discretion, from time to time. Provided that the Committee while granting the Options to any eligible Employee(s) of any subsidiary(ies), shall at its discretion, consider the factors including but not limited to the role(s) of such Employee(s) for safeguarding the interest of the Company, or such Employee’s contribution to the Company. i) Maximum number of Options to be issued per employee and in aggregate: The total number of Options to be granted under the Scheme in aggregate shall not exceed 2,06,44,749 (Two Crore Six Lakhs Forty-four Thousand Seven Hundred Forty-nine) Options. Each Option when exercised would be converted into one equity share of face value of Rs. 2/- (Rupees Two Only) each fully paid-up. The maximum number of Options that may be granted to each employee per grant and in aggregate (taking into account all grants) shall vary depending upon the designation and the appraisal/ assessment process, however, shall not exceed 51,61,187 (Fifty-one Lakhs Sixty-one Thousand One Hundred Eighty-seven) Options.
Page 23
21 j) Maximum quantum of benefits to be provided per employee: The maximum number of Options that may be granted to each Employee per grant and in aggregate (taking into account all grants) shall vary depending upon the designation and the appraisal/ assessment process, however, shall not exceed 51,61,187 (Fifty-one Lakhs Sixty-one Thousand One Hundred Eighty-seven) Options. Apart from the grant of Options as stated above, no other benefits are contemplated under the Scheme. k) Route of Scheme implementation: The Scheme shall be implemented and administered directly by the Company. l) Source of acquisition of shares under the Scheme: The Scheme contemplates issue of fresh/ primary equity shares by the Company. m) Amount of loan to be provided for implementation of the Scheme(s) by the Company to the Trust, its tenure, utilisation, repayment terms, etc: This is currently not contemplated under the Scheme. n) Maximum percentage of secondary acquisition: This is currently not contemplated under the Scheme. o) Accounting and Disclosure Policies: The Company shall follow the relevant accounting standards as may be prescribed by the Central Government in terms of Section 133 of the Companies Act, 2013 and/ or any relevant accounting standards/ guidance note as may be prescribed by the Institute of Chartered Accountants of India or any other competent authority, from time to time, including the disclosure requirements prescribed therein, in compliance with Regulation 15 of SBEB Regulations. p) Method of Option valuation: The Company shall adopt ‘fair value method’ for valuation of Options as prescribed under IND AS 102 on Share-based payments or any accounting standard/ guidance note, as applicable, notified by competent authorities from time to time. q) Declaration: In case, the Company opts for expensing of share-based employee benefits using the intrinsic value, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the Options and the impact of this difference on profits and on Earning Per Share (EPS) of the Company shall also be disclosed in the Directors’ Report. r) Period of Lock-in: The Shares issued pursuant to exercise of Options shall not be subject to any lock-in period restriction except such restrictions as may be prescribed under applicable laws including that under the code of conduct framed by the Company under the Securities and Exchange Board of India (Prohibition of Insider Trading), Regulations, 2015, as amended, shall apply. s) Terms & conditions for buyback, if any, of specified securities/ Options covered granted under the Scheme: Subject to the provisions of the then prevailing applicable laws, the Committee shall determine the procedure for buy-back of specified securities under the Scheme if to be undertaken at any time by the Company, and the applicable terms and conditions thereof. A copy of draft ESOP Scheme 2025 is available for inspection at the Company’s registered office during official hours on all working days till the last date of the e-voting. None of the Directors and key managerial personnel of the Company, including their relatives, are interested or concerned in the resolutions, except to the extent they may be lawfully granted Options under ESOP Scheme 2025. In this background, the Company seeks your approval by way of a special resolution pursuant to: i. Section 62(1)(b) of the Companies Act, 2013 read with Regulation 3 and Regulation 6 of SBEB Regulations, for the implementation of ESOP 2025, in agenda item no.7; and ii. Regulation 6(3)( c) of the SBEB Regulations, a separate resolution, for extending and granting the Options under the Scheme to the eligible employees of its subsidiary company, working in India or outside India, in agenda item no. 8. By order of the Board of Directors For Manappuram Finance Limited Sd/- Place: Valapad, Thrissur CS Manoj Kumar V R Date: 11th July, 2025 Company Secretary
Page 24
22 Annexure - 1 Additional information on directors recommended for appointment/ re-appointment as required under Regulation 36 of the SEBI (LODR) Regulations, 2015 and applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) Harshan Kollara Sankarakutty (DIN: 01519810) Independent Director With over 40 years of experience in banking and financial services, both in India and abroad, Mr. Harshan Kollara Sankarakutty is a seasoned financial services professional. His diverse background includes tenure with prominent institutions such as Union Bank of India, ICICI Bank (as Executive Vice President and Head of International Banking), Union Bank of California (as Vice President and Regional Head of South Asia Region), and Federal Bank (as Executive Director). Mr. Kollara has extensive experience in project management, particularly in setting up institutions. He has also served as a Non-Executive Director at Experian Credit Information Company of India Private Limited. Additionally, he holds an “approved person” status with the Financial Conduct Authority (FCA), the UK’s financial regulator. Qualification: Mr. Harshan Kollara Sankarakutty is a postgraduate in Economics from Mumbai University. DIN: 01519810 Age & Date of Birth: 74 years, November 1, 1951 Nationality: Indian Nature of expertise in specific functional areas: Foreign exchange, Trade finance, Cross-border payments, Consumer credit, Core banking application system implementation, Compliance (including anti-money laundering (AML), counter-terrorism financing (CTF), and financial crime prevention practices, Governance (global standards and best practices in governance). Disclosure of inter-se relationships between directors and KMP: Nil Listed entities (other than Manappuram Finance Limited) in which Mr. Harshan Kollara Sankarakutty holds directorship and committee membership: Nil Listed entities from which Mr. Harshan Kollara Sankarakutty has resigned in the past three years: Nil Directorship in other Companies: Nil Membership/ Chairmanship of Audit Committee and Stakeholders Relationship Committee of the Board of Directors of other Companies of which he/ she is a director: Sl. No. Name of the Company Committee Member/ Chairman 1. Asirvad Micro Finance Limited 1. Audit Committee 2. Stakeholder’s Relationship and Customer Service Committee Member Membership/ Chairmanship of Committees of other Boards not mentioned above: Sl. No. Name of the Company Committee Member/ Chairman 1. Asirvad Micro Finance Limited 1. Nomination and Remuneration Committee 2. Management Committee Member Shareholding in the Company as on the date of her appointment: Nil Remuneration proposed to be paid: As per the resolution proposed in item no.4 of this notice, read with the explanatory statement thereto. Key terms and conditions of appointment: As per the resolution proposed in item no. 4 of this notice, read with the explanatory statement thereto. https:/ /www.manappuram.com/corporate-governance Date of first appointment to the Board, last drawn remuneration and number of Board meetings attended: Mr. Harshan Kollara Sankarakutty was initially appointed as an Additional Director on January 28, 2020, and subsequently appointed as an Independent Director at the 28 th Annual General Meeting of the Company held on August 28, 2020. Details regarding his remuneration and attendance at Board meetings are included in the Corporate Governance Report section of the Annual Report for 2024-25.
Page 25
23 Annexure - 2 Additional information on directors recommended for appointment/ re-appointment as required under Regulation 36 of the SEBI (LODR) Regulations, 2015 and applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) Dr. Sumitha Nandan (DIN: 03625120) Executive Director Dr. Sumitha Nandan has held various executive roles at Manappuram Finance Limited, including Chief Executive Officer of Online Gold Loan (OGL). She has also served as a Whole-Time Director at Manappuram Health Care Limited and held directorships in several other companies, including Manappuram Home Finance Limited, Manappuram Agro Farms Limited, Systemic Ayurvedic Research Private Limited, and Macare Dental Care Private Limited. Qualification: Dr. Nandan is a medical professional with an MBBS degree from Rajiv Gandhi University of Science & Research Institute, Karnataka, and an MS degree from Sri Ramachandra University, Chennai. She has also completed a fellowship in Cosmetic Gynecology. Her medical experience includes working as a consultant gynecologist at Trikakkara Co-operative Hospital, Cochin, and KIMS Hospital, Cochin. Additionally, she has served as an Assistant Professor at Amrita Institute of Medical Sciences and as a Gynecologist and Cosmetologist at Cimar Hospital, Cochin. DIN: 03625120 Age & Date of Birth: 45 years, May 30, 1980 Nationality: Indian Nature of expertise in specific functional areas: Dr. Sumitha Nandan has held various executive positions at Manappuram Finance Limited, including Chief Executive Officer of Online Gold Loan (OGL), where she demonstrated strong business acumen and managerial skills. With her experience in healthcare, which emphasises intense consumer focus and regulatory oversight, combined with her experience in financial services, Dr. Nandan is well-attuned to consumer expectations - a critical area of regulatory focus and concern. Appointed as Whole-time Director of the Company in 2023, Dr. Nandan has been responsible for overseeing business operations, including various IT and digital initiatives. Her oversight has been effective, leading to significant improvements in the assigned areas over the years. She has also successfully managed critical IT and operational issues, completing tasks to the satisfaction of the Board of Directors of the Company. Disclosure of inter-se relationships between directors and KMP: Dr. Sumitha Nandan is the daughter of Mr. V P Nandakumar, the Managing Director & Chief Executive Officer of Manappuram Finance Limited. Listed entities (other than Manappuram Finance Limited) in which Dr. Sumitha Nandan holds directorship and committee membership: Nil Listed entities from which Dr. Sumitha Nandan has resigned in the past three years: Nil Directorship in other Companies: Nil Membership/ Chairmanship of Audit Committee and Stakeholders Relationship Committee of the Board of Directors of other Companies of which he/ she is a director: Nil Membership/ Chairmanship of Committees of other Boards not mentioned above: Nil Shareholding in the Company as on the date of her appointment: Nil Remuneration proposed to be paid: As per the resolution proposed in item no. 5 of this notice, read with the explanatory statement thereto.
Page 26
24 Key terms and conditions of appointment: As per the resolution in item no. 2 of notice of postal ballot dated December 23, 2022 https:/ /www.manappuram.com/investors/notice-to-shareholders Date of first appointment to the Board, last drawn remuneration and number of Board meetings attended: Dr. Sumitha Nandan was appointed as an Additional Director to the Board of Directors of the Company with effect from January 1, 2023. Subsequently, the shareholders approved her appointment as a Whole-time Director for a period of five years, effective January 1, 2023, through a postal ballot. As per the terms of appointment, she is liable to retire by rotation. The details of her remuneration and attendance at Board meetings are provided in the Corporate Governance Report section of the Annual Report 2024-25. By order of the Board of Directors For Manappuram Finance Limited Sd/- Place: Valapad, Thrissur CS Manoj Kumar V R Date: 11th July, 2025 Company Secretary
Page 27
25
Page 28
26 MANAPPURAM FINANCE LIMITED Regd. Office: W - 4/638 A, Manappuram House, Valapad P.O., Thrissur - 680 567, Kerala, India Ph: (0487) 3050413, 3050417, CIN: L65910KL1992PLC006623 Email: cosecretary@manappuram.com, Website: www.manappuram.com ATTENDANCE SLIP 33rd ANNUAL GENERAL MEETING - THURSDAY, AUGUST 14, 2025 DP ID CLIENT ID FOLIO NO. No. of shares I certify that I am a member/ proxy/ authorised representative for the member of the Company. I hereby record my presence at the 33rd Annual General Meeting of the Company at Latha Convention Centre (formerly known as Anugraha Auditorium), Valapad, Thrissur - 680 567, Kerala held on Thursday, August 14, 2025, at 11.00 A.M. (IST) Signature of the Shareholder/ Proxy Name of the Shareholder/ Proxy Note: Please fill up this Attendance Slip and hand it over at the entrance of the Meeting Hall. ELECTRONIC VOTING PARTICULARS EVSN User ID Sequence No. Note: Please read instructions given at Note No.18(xv) of the Notice of the 33 rd Annual General Meeting carefully before voting electronically.
Page 29
27 MANAPPURAM FINANCE LIMITED Regd. Office: W - 4/638 A, Manappuram House, Valapad P.O., Thrissur - 680 567, Kerala, India Ph: (0487) 3050413, 3050417, CIN: L65910KL1992PLC006623 Email: cosecretary@manappuram.com, Website: www.manappuram.com PROXY FORM 33rd ANNUAL GENERAL MEETING - THURSDAY, AUGUST 14, 2025 (Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014) Name of the Member(s) : Registered Address : Email ID : DP ID: CLIENT ID: FOLIO NO. I/ We, being the member (s) holding..........................................................no. of shares of Manappuram Finance Limited, hereby appoint: (1) Name : Address : E-mail ID : Signature : or failing him/her; (2) Name : Address : E-mail ID : Signature : or failing him/her; 3) Name : Address : E-mail ID : Signature : or failing him/her;
Page 30
28 And whose signatures are appended below as my / our proxy to attend and vote (on a poll) for me/ us and on my/ our behalf at the 33rd Annual General Meeting of the Company, to be held on Thursday, August 14, 2025 at 11.00 A.M. (IST) at Latha Convention Centre (formerly known as Anugraha Auditorium), Valapad, Thrissur - 680 567, Kerala, India and at any adjournment thereof in respect of such resolutions set out in the Notice convening the meeting, as are indicated below: I wish my above proxy to vote in the manner as indicated in the box below Sl No Resolutions *Vote For Against Ordinary Business 1. To consider and adopt the audited Standalone as well as Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, together with Reports of the Board of Directors and Auditors thereon. 2. Appointment of Dr. Sumitha Nandan (DIN: 03625120) as a director, liable to retire by rotation Special Business 3. Appointment of KSR & Co Company Secretaries LLP, as Secretarial Auditor of the Company 4. Re-appointment of Mr. Harshan Kollara Sankarakutty (DIN: 01519810) as an Independent Director of the Company 5. Revision in remuneration payable to Dr. Sumitha Nandan (DIN: 03625120), Whole- time Director of the Company 6. To consider and approve the increase in the ceiling limit on total holdings of Foreign Portfolio Investors (FPIs) through primary or secondary market routes, up to an aggregate limit of 74% of the Company’s paid-up share capital. 7. To consider and approve ‘Manappuram Finance Limited - Employee Stock Option Scheme 2025’ 8. To consider and approve grant of employee stock options to the employees of subsidiary company (ies) of the Company under ‘Manappuram Finance Limited - Employee Stock Option Scheme 2025’ Signed this____________day of_______________2025 Signature of Shareholder: ________________________ Signature of Proxy Holder(s): ______________________ Notes: 1. This form of proxy in order to be effective should be duly completed and deposited at the Registered office of the Company, not less than 48 hours before the commencement of the Meeting. 2. For the Resolutions and Notes, please refer to the Notice of 33rd AGM. 3. *Please put a tick mark (√) in the appropriate column against the resolutions indicated in the box. If a member leaves the “For” or “Against” column blank against any or all the Resolutions, the proxy will be entitled to vote in the manner he/ she thinks appropriate. If a member wishes to abstain from voting on a particular resolution, he/ she should write “Abstain” across the boxes against the Resolution. 4. A Proxy need not be a member of the Company. 5. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. 6. Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes. 7. In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated. Affix Revenue Stamp
Page 31
Annual Report 2024-25 From Resilience Reinvention to to
Page 32
What’s Inside CORPORATE OVERVIEW 02 From Resilience to Reinvention 05 Who W e Are 06 Pan India Presenc e 08 MD’s Message 10 Key Perf ormance Indicators 12 Tech-L ed Brand 14 Brand and Mark eting 16 Gold L oans Business 18 Microfinanc e (Asirvad Microfinance) 19 Housing Finance (Manappur am Home Finance Ltd.) 21 Vehicl e & Equipment Finance 22 MSME and Personal Loan Business 25 Manappuram Compt ech and Consultants Ltd (MACOM) 26 Insuranc e Distribution (MAIBRO) 27 For ex and Money Transfer 28 Payments Business 30 Envir onmental 31 Social ( Customers) 32 Social ( Community) 36 Social (Empl oyees) 44 Gov ernance 46 Board of Directors 49 Aw ards and Accolades To read this report online or to download please log on to www.manappuram.com STATUTORY REPORTS FINANCIAL STATEMENTS 51 Management Discussion and Analysis 67 Business Responsibility and Sustainability Report 113 Board’ s Report 148 Corporat e Governance Report 180 Standalone Financial Statements 294 Consolidated Financial Statements Annual Report 2024-25 From Resilience Reinvention to to
Page 33
Shri V. C. Padmanabhan belonged to the coastal fishing village of Valapad in Malabar district of the erstwhile Madras Presidency. He was committed to uplifting the economically weaker sections of the society, particularly the farmers, fishermen and agricultural labourers in his community. In 1949, he decided to help the people of his village by setting up his own small business of providing loans against the security of jewellery at affordable rates. Thus, began the story of Manappuram Finance Limited (MAFIL). Over the years and decades, the Company has won the trust of millions of customers and has played a pivotal role in bringing underprivileged people into the fold of organised lending. Driven by Shri Padmanabhan’s values of trust and integrity, Manappuram Finance Limited has transformed itself into a full-fledged and well-diversified non-banking financial company (NBFC) that will continue to exceed customer expectations and help them fulfil their aspirations. Our core strengths of customer-centricity, stakeholder integrity and quick adoption of top-notch technology for seamless operations will help us stay ahead of the curve. We will always look up to Shri Padmanabhan and stay true to his values in all our endeavours. Tribute to V.C. PADMANABHAN Founder, Manappuram Group of Companies (1916-1986)
Page 34
Resilience Reinvention to From “Resilience is often about holding the line. But reinvention is about redrawing it.” FY25 was not just a year of weathering challenges, it was the year Manappuram Finance turned resilience into action and adversity into opportunity. Amid evolving regulatory shifts, sectoral stress in microfinance, and tightening credit conditions, we made deliberate, forward-looking choices that reset the foundation of how we serve, scale, and succeed. We doubled down on our digital investments, recalibrated risk across our lending verticals, and embraced our customer-first philosophy through sharper segmentation and personalised engagement. Our flagship gold loan business stood as a pillar of strength, even as we recalibrated our microfinance portfolio and fortified secured MSME and housing loans. Reinvention was not a buzzword, it became a blueprint. Our results reflect both the caution and the conviction with which we operated. A 13.5% rise in revenue, expansion of gold AUM by 18.7%, and a 2.3% growth in consolidated AUM, driven by disciplined execution, data-driven lending, and technology-led transformation. The year connects our story that doesn’t just adapt, but evolves to capture what’s next. 02 Annual Report 2 0 2 4 - 2 5
Page 35
FY25 Key Highlights Consolidated Financial Operational Over 5,350 branches across India ` 10,041 crore Revenue (↑ 13.5% YoY) Gold Loan AUM ` 25,586 crore (↑ 18.7% YoY) Gold Loan Customers 2.58 Million active customers Gold Holdings 56.4 tonnes under custody Home Finance AUM ` 1,824 crore (↑ 20.8% YoY) Vehicle and Equipment Finance AUM ` 4,773 crore (↑ 16.1% YoY) MSME Loans AUM ` 3,079 crore ( ↑ 5.9% YoY ) Microfinance (Asirvad) AUM ` 7,207 crore ( ↓ 34.1% YoY ) – undergoing portfolio recalibration ` 1,666 crore PBT (↓ 43.7% YoY) ` 43,034 crore AUM (↑ 2.3% YoY) ` 12,432 crore Net worth (↑ 7.7% YoY) 2.5% RoA (↓ from 5.1% in FY24) 10.0% RoE ( ↓ from 20.7% in FY24) ` 1,204 crore Net Profit (PAT) (↓ 45.2% YoY), mainly due to sharp losses in Asirvad Microfinance From Resilience to Reinvention 03 FINANCIAL STATEMENTS STATUTORY REPORTS CORPORATE OVERVIEW
Page 36
A Trusted Name in Financial Inclusion Since 1949 Who We Are Manappuram Finance Limited stands as one of India’s leading non-banking financial companies (NBFCs), known for its commitment to empowering the underbanked through accessible, transparent, and responsible financial services. What began as a modest venture in coastal Kerala has grown into a diversified financial services group with a nationwide presence, a broad customer base, and a legacy of trust that spans over seven decades. Our journey is defined by innovation, operational rigour, and customer-centricity. As the country’s second-largest gold loan NBFC, Manappuram has pioneered solutions that have brought formal credit within reach of millions of Indians, especially in semi-urban and rural geographies. We operate across multiple verticals, Gold Loans, Microfinance (through its subsidiary Asirvad Micro Finance Limited), Vehicle and Equipment Finance, Home Loans, and MSME Lending, ensuring financial access is never a function of geography, ticket size, or status. Each business is managed with domain expertise and driven by prudence, governance, and integrity. Vision To become the preferred choice of financial services partner for India’s aspiring classes, meeting the full range of their credit requirements, and helping India to become a financially inclusive society where every citizen has ready access to formal channels of finance. Core Values Integrity: At Manappuram Finance we value our reputation for integrity in our dealings. We set great store by ethical values and transparency. We take pride in following the laws of the land in letter and spirit. Unrelenting Customer focus: We treat our customers with the utmost fairness. No matter what their economic status is, we offer everyone prompt and courteous service, with high levels of transparency. Cutting-edge Technology: Technology is central to our vision. We continue to invest heavily in technology to enhance customer experience and drive efficiency in operations. We believe in tech-led innovations to deliver seamless and responsive financial services of ever greater value to customers. Mission Manappuram Finance Limited is dedicated to the mission of bringing convenience to people’s lives and making their lives easier. We offer secured and unsecured credit to meet their varied financial needs from instant gold loans to microfinance, affordable home loans, vehicle finance and more. Annual Report 2 0 2 4 - 2 5 04
Page 37
Built on Strengths that Last Over the years, Manappuram has consistently demonstrated financial stability, operational discipline, and governance excellence. Pioneer in Online Gold Loans (OGL): A f irst-of-its-kind digital lending platform enabling secure, anytime access to gold loans. Cellular Vaulting Mechanism: Ensures w orld-class security for over 56 tonnes of household gold jewellery entrusted to us. Diversified Lending Portfolio: Ranging fr om small-ticket housing loans to self-employed vehicle finance, tailored to underserved customer segments. Operational Rigour: Appraisal, val uation, and custody protocols refined over decades have set industry benchmarks in gold lending. Tech-Driven Approach: With 82% of the gol d loan book now digitally originated, we continue to integrate technology in credit, onboarding, risk, and collections. Risk Culture: A conservative credit stance, timely auctions, and guarded LTVs – backed by a CRAR of 30.91% – have safeguarded our balance sheet. Regulatory Discipline: A strong cultur e of strict regulatory compliance underpins all our operations, ensuring transparency, accountability, and long-term trust. Our Strategy: Growth with Responsibility Our long-term growth strategy is anchored in our identity: Create a mainstream market for gold loans - convenient, affordable, and accessible. Be a one-stop financial partner - from lending to protection, for India’s underbanked. Expand responsibly across new verticals, led by customer needs and data-driven insights. Credit Ratings (As on March 31, 2025) Governance-Backed Growth Manappuram’s success is rooted in institutionalised governance practices led by an independent and diverse Board. Every business decision is taken with long-term sustainability in mind. Our strong asset-liability management (ALM), conservative leverage, and well-diversified borrowing profile have earned us industry respect and investor trust. Entity Rating Agency Rating Manappuram Finance (Long-Term) CRISIL AA / Stable Manappuram Finance (Short-Term) CRISIL A1+ Asirvad Microfinance CRISIL AA- / Stable CARE AA- / Stable International Rating (Issuer) S&P, Fitch BB- / Stable What Sets Us Apart #2 Gold Loan NBFC in India 2.58 Million Active Customer Base 56.4 tonnes Gold Holdings 3,524+ Total Branch Network ` 43,034 crore Consolidated AUM ` 1,783 crore Standalone PAT Who We Are 30.91% CRAR (Well-capitalised) CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 05
Page 38
Reinventing Access Across India Pan India Presence Guided by our core belief in enabling every Indian, we have evolved from a resilient legacy of physical outreach to a reimagined model of accessibility. By blending our widespread branch network with digital innovation, we have ensured that convenience, trust, and service now reach customers across every corner of the country. 8 253 570 333 480 578 9 18 2 24 105 12 51 150 5 123 3 210 10 13 4 8 75 64 59 96 140 121 North South East West Union Territories 3,524 Manappuram Finance Limited Gold Loan Branches 54.1 56.4 54.0 58.6 70.0 FY 25FY 24FY 23FY 22FY 21 Gold AUM Per Branch (` Million) 191 199 190 207 247 FY 25FY 24FY 23FY 22FY 21 Gold Loan Portfolio (` Billion) Map not to scale. For illustrative purposes only. Annual Report 2 0 2 4 - 2 5 06
Page 39
9% Rural 22% Metro 33% Semi-Urban 36% Urban North 16.74% State No. of Branches Jammu & Kashmir 10 Himachal Pradesh 13 Chandigarh 4 Delhi 59 Punjab 75 Uttarakhand 8 Haryana 64 Uttar Pradesh 140 Rajasthan 96 Madhya Pradesh 121 Total 590 South 62.82% State No. of Branches Karnataka 570 Kerala 480 Telangana 253 Andhra Pradesh 333 Tamil Nadu 578 Total 2,214 East 10.27% State No. of Branches Assam 18 Bihar 24 Tripura 2 Jharkhand 12 West Bengal 105 Chhattisgarh 51 Odisha 150 Total 362 West 9.67% State No. of Branches Maharashtra 210 Goa 8 Gujarat 123 Total 341 Union Territories 0.4% State No. of Branches Daman Diu 3 Andaman & Nicobar 5 Puducherry 9 Total 17 Gold AUM Rural Urban Mix - Q4 FY25 Pan India Presence CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 07
Page 40
Steering Through Change, Shaping What’s Next MD's Message The operational maturity we have attained in this segment is further demonstrated by our online gold loan (OGL) platform, which currently accounts for 82% of our gold portfolio. Dear Stakeholders, For us, FY25 has been a landmark year. We started the year with a specific goal of transforming our innate resilience into meaningful reinvention. And as I reflect on the year gone by, I am pleased to share how this intent took shape across the organisation. The past year presented a combination of opportunities and headwinds. While our gold loan business maintained its strength, we proactively recalibrated our microfinance operations and diversified our lending verticals. Our approach was deliberate, data-driven and aligned to the evolving realities of our customers and the regulatory landscape. Moving Through a Complex Economic and Regulatory Landscape With the help of improved credit penetration, policy reforms and robust domestic consumption, India’s economy kept growing. But regulatory scrutiny of the financial services sector increased especially in microfinance and gold lending. In response, we strengthened our governance, improved our underwriting procedures and maintained our flexibility to guarantee compliance without sacrificing our focus on the needs of our customers. The Reserve Bank of India’s preliminary gold loan guidelines were carefully considered. We offered our suggestions in favour of fair, open and customer- friendly procedures. The operational maturity we have attained in this segment is further demonstrated by our online gold loan (OGL) platform, which currently accounts for 82% of our gold portfolio. Annual Report 2 0 2 4 - 2 5 08
Page 41
A Strategic Shift Anchored in Discipline FY25 marked a conscious recalibration across our business lines. Our flagship gold loan business remained resilient and grew by 19.3% YoY, reaching ` 24,658 crore in standalone AUM. This was enabled by enhanced digital onboarding, strong brand recall, and robust LTV governance, despite competitive market conditions. Meanwhile, our subsidiary Asirvad Micro Finance Limited, faced sectoral stress. In response, we implemented operational restructuring, improved customer verification with biometrics, and carried out routine checks and updates to maintain a healthy portfolio. We believe these efforts, along with disciplined provisioning and a sharper risk lens, will pave the way for recovery in FY26. We also saw steady growth in our vehicle and equipment finance segment, which rose by 16.1% YoY to ` 4,773 crore, driven by demand in used vehicles and construction equipment. Our MSME book reached ` 3,079 crore and our home finance business grew 20.8% YoY to ` 1,824 crore, establishing a strong base in secured lending. Alongside, our fee-based and digital services, such as MAkash and MaSuraksha, continued to scale, helping us create a more integrated financial ecosystem and strengthening customer lifetime value. Embracing Technology as a Growth Enabler Technology continues to underpin our reinvention. FY25 saw deeper deployment of intelligent automation, enhanced customer-facing platforms, and AI-driven bots for collections and support. Our internal technology subsidiary, MACOM, made significant strides by upgrading critical loan modules, adopting cloud-native technologies and expanding our cybersecurity posture with ISO 27001:2022 certification. We also reinforced our digital gold loan channel and expanded our chatbot infrastructure to increase 24x7 customer touchpoints. Looking ahead, we see AI and analytics playing an even more strategic role in product design, credit decisioning, and personalised customer engagement – powering the next phase of our digital transformation. Resilience in Performance On a consolidated basis, our AUM stood at ` 43,034 crore, up 2.3% YoY. Revenue grew 13.5% to ` 10,041 crore, though our PAT declined to ` 1,204 crore, impacted primarily by provisioning in the microfinance segment. These provisions, though significant, were guided by our commitment to prudent risk management and maintaining long-term asset quality. Despite this, our standalone performance reflected strength, with a PAT of ` 1,783 crore and 7.6% growth YoY. We remain well capitalised with a CRAR of 30.91% and a net worth of ` 12,432 crore. Liquidity remains strong, and our borrowing costs have remained stable. Our AA/Stable credit ratings further reinforce investor confidence in our capital adequacy and governance. During the year, the board of directors had declared four interim dividends of ` 1 per equity share aggregating ` 4 per equity share, reaffirming our commitment to shareholder returns. Looking Ahead As we step into FY26, our focus is sharp to drive growth with discipline. We will continue to strengthen the gold loan franchise, stabilise the microfinance business, expand our secured lending footprint, and accelerate digital adoption. A key development during the year was the induction of Bain Capital as a strategic investor. Their investment is a strong endorsement of our track record and long-term potential. It also bolsters our capital strength, improves access to strategic insight, and positions us to scale with agility across lending verticals. Our partnerships with OEMs, strategic use of analytics, and continued investment in people and culture will guide us forward. We remain committed to building a future-ready, customer-first, and risk-aware organisation – where financial performance is both an outcome and an enabler of our long-term strategic vision. A Heartfelt Thank You I would like to extend my sincere gratitude to our Board of Directors for their wise counsel, to our employees for their unwavering commitment, and to our customers for their continued trust in us. I am especially thankful to our shareholders for their steadfast support as we continue to reinvent ourselves for a stronger, more resilient future. We also deeply appreciate the guidance and oversight provided by our regulators, whose role is instrumental in enabling us to operate with integrity and confidence. With humility and determination, V. P. Nandakumar Managing Director & CEO Manappuram Finance Limited MD Message CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 09
Page 42
Numbers that Tell a Story of Reinvention Key Performance Indicators Assets Under Management (` Billion) PAT (` Billion) Net Worth (` Billion) PAT Margin (%)* Return on Equity (%) Earnings Per Share (`) 5-year CAGR 9.59% YoY 2.14% 5-year CAGR (6.94%) YoY (45.22)% 5-year CAGR 11.21% YoY 7.83% 272 17.25 73 27 26.2 20.4 303 13.29 84 22 16.9 15.7 355 15.01 96 22 16.6 17.7 421 21.98 115 25 20.7 26.0 430 12.04 124 12 10.0 14.2 FY 25 FY 25 FY 25 FY 25 FY 25 FY 25 FY 24 FY 24 FY 24 FY 24 FY 24 FY 24 FY 23 FY 23 FY 23 FY 23 FY 23 FY 23 FY 22 FY 22 FY 22 FY 22 FY 22 FY 22 FY 21 FY 21 FY 21 FY 21 FY 21 FY 21 Annual Report 2 0 2 4 - 2 5 10
Page 43
Net Interest Income (` Billion) Net Interest Spread (%) Net NPA (%)** Cost of Borrowing (%)** Gross NPA (%)** 5-year CAGR 9.48% YoY 8.09% 41.12 14.40 1.5 8.8 1.9 40.50 11.60 2.7 7.5 3.0 45.09 13.02 1.1 7.9 1.3 59.82 13.39 1.7 8.6 1.9 64.66 13.21 2.5 9.1 2.8 FY 25 FY 25 FY 25 FY 25 FY 25 FY 24 FY 24 FY 24 FY 24 FY 24 FY 23 FY 23 FY 23 FY 23 FY 23 FY 22 FY 22 FY 22 FY 22 FY 22 FY 21 FY 21 FY 21 FY 21 FY 21 * PAT: Profit After Tax ** Gross NPA, Net NPA and Cost of Borrowing are standalone figures. All other figur es are consolidated. Key Performance Indicators CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 11
Page 44
Building Future-Ready Finance Tech-Led Brand At Manappuram, technology forms the backbone of our operational model. FY25 marked another progressive year in which we integrated intelligent, responsive, and secure digital solutions across our customer lifecycle. Our tech initiatives continue to reinforce our position as a digitally-led, customer-first financial services provider. Enhancing Client Experiences with Intelligent Chatbots Robust Digital Platforms Website Chatbot – Mira Mira, our website chatbot, continues to provide a streamlined and personalised digital experience by assisting users with loan queries, branch information, interest payments, and more, showing our commitment to digital convenience. Online Gold Loan (OGL) App (10+ Regional languages) Our flagship OGL mobile app accounted for 82% of total gold disbursements in FY25. It offers end-to-end loan management, including renewals, interest payments, top-ups, and branch locators, all available in multiple regional languages. WhatsApp Chatbot Our WhatsApp Chatbot continues to act as a virtual financial advisor, accessible 24x7 for gold loan services. It supports key functions such as loan application, LTV calculation, interest payment, and locating the nearest branch, offering instant, guided support to customers. 48,15,140+ Queries handled Manappuram Personal Loan App: A Digital Lending Solution The Manappuram Personal Loan app has emerged as a reliable platform for quick, secure, and paperless lending. This app allows customers to apply for personal loans online, providing a streamlined and user-friendly experience for uploading necessary documents and receiving loan disbursements. During the reporting period, the app has successfully facilitated loan disbursements, demonstrating its effectiveness in meeting customer needs. This platform supports fast, error-free gold loan auctions with tiered access for Bidders, Proxies, and Auctioneers. A strong MIS backbone allows real-time tracking and transparent report generation. During the reporting period, the app has successfully facilitated loan disbursements, demonstrating its effectiveness in meeting customer needs. ` 7+ crore Total Disbursement Amount 4,621 Auctions conducted digitally in FY25, backed by MIS and tiered user access We are committed to enhancing our digital lending capabilities through the Manappuram Personal Loan app, ensuring that our customers have access to efficient and accessible financial solutions. 54 44 50 57 82 FY 25FY 24FY 23FY 22FY 21 Share of OGL in the overall Gold AUM (%) MA-Auction: Digital Auction Platform Annual Report 2 0 2 4 - 2 512
Page 45
Seamless KYC and Onboarding OCR-Based KYC System Our KYC process has been enhanced with OCR-enabled document reading and face-matching, reducing errors and speeding up verification. Biometric e-KYC (In Progress) Work is underway to introduce Aadhaar-based biometric authentication, aimed at simplifying onboarding and boosting regulatory compliance. Phase-wise Rollout initiated in FY25 In the fiscal year 2025, we initiated the rollout of our customer onboarding process, successfully partnering with two vendors to enhance efficiency. We accept various forms of identification, including Aadhaar, Driving Licence, Passport, and Voter ID as valid ID proofs. For customers submitting Aadhaar as their Official Validated Document (OVD), we have implemented a system to fetch details from DigiLocker, supported by our vendor, starting from February 27, 2025. Additionally, we ensure the liveness of both the customer and the submitted document through vendor assistance. When customers provide a Driving Licence, Passport, or Voter ID, we retrieve and validate the details against the respective government databases. For those submitting a PAN card, we validate the PAN number through the NSDL with vendor support. It is important to note that customers who were previously onboarded manually will be required to complete the current onboarding process before engaging in any transactions. Tech-Enabled Lending Transformation in Microfinance Geo-tagged Disbursement Controls Loan disbursement is now allowed only in geographies with <2% PAR, ensuring prudent portfolio growth. 12 Lakhs+ KYC verifications processed digitally Customised Income Scorecard A new income scorecard tool enables more accurate credit assessments for microfinance customers, particularly in underserved areas. Deployed across 100% Of Asirvad branches Advanced Cybersecurity and Data Protection To maintain the integrity of our systems, our cybersecurity ecosystem includes: Central monitoring via CPI. Internal IT audits. USB disablement, antivirus pr otocols, and external email filtering. Advanced threat protection rollout to isolate and neutr alise risks in real time. Enterprise System Upgrades Migration of Vehicle Finance Loans Around 2 Lakhs vehicle finance loans were successfully migrated to a new proprietary platform built by MACOM, improving operational efficiency and enabling analytics- driven servicing. Innovating for the Future AI-Based Chatbot (Under Development) We are developing an AI-powered service chatbot using ChatGPT architecture to enhance query resolution and response accuracy across digital channels. Centralised Data Analytics Platform We have initiated the setup of a robust analytics platform that will: Personalise loan offerings. Enhance cross-sell/upsell capabilities. Improve risk-based decisioning and credit monit oring. MAFIL supported a wide range of impactful community projects during the year to: Strengthen access to quality education through schools, coaching centres, and skill development institutes. Enhance healthcare delivery via diagnostics, c ounselling, ambulance services, and medical aid. Improve rural infrastructure and pro vide direct support for housing, education, disability, and livelihood. Uplift marginalised communities through student welfare, civil society partnerships, and community welfare programmes. These initiatives collectively advance inclusiv e growth and sustainable community development. Tech-Led Brand CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 13
Page 46
A Brand Rebuilt Around the New Consumer Brand and Marketing We continue to be recognised as one of India’s most dependable and relatable financial brands. Our credibility is built on trust, sustained visibility, and a deep-rooted presence in the communities we serve. In FY25, we adopted a strategic mix of traditional presence and digital intelligence to take our message to the right audiences, sharper, faster and in context. From regional campaigns for higher-ticket gold loans to deeper digital engagement supporting our Online Gold Loan (OGL) platform, our outreach was designed to align with evolving consumer behaviour. Our social footprint remained vibrant and informative, enabling us to remain close to our customers across every stage of their financial journey. Scaling Our Digital Presence With mobile-first users and digital gold loans on the rise, we deepened our presence across social platforms to strengthen awareness and enable discovery. Strengthening Brand Recall with Celebrity Endorsements Our ambassadors played a pivotal role in building regional affinity and customer confidence – particularly for high-value gold loans. Hyperlocal Outreach that Resonates With over 5,357 branches (on consolidated basis), our grassroots marketing approach continued to be a differentiator in smaller towns and rural markets. Launched a refined cont ent strategy with support from a digital agency. Rolled out service explainer s, product demos, customer testimonials, and festive offers. Actively used regional targeting and location-based content across Facebook and Instagram. Supported 80%+ digital sourcing f or Online Gold Loans (OGL). Strengthened the role of WhatsApp and Y ouTube as service touchpoints. Region-specific endorsement strat egy tailored to cultural nuances. Campaigns positioned around security, speed and simplicity. Focussed promotions for ` 5 Lakhs+ gol d loan products in selected markets. Content adapted across tel evision, print, in-branch visuals, and digital. Door-to-door awareness driv es and community events. Regional creatives in local languages. Distribution of informativ e brochures and flyers. In-branch marketing with QR codes, posters and digital kiosks. Targeted messaging to attract fir st-time and underserved borrowers. Key initiatives: Key initiatives: Key initiatives: Annual Report 2 0 2 4 - 2 5 14
Page 47
Customer Touchpoints That Matter Customers receive instant notifications about new offers and schemes directly on social channels (Facebook, Instagram, YouTube). Interactive content and short videos helped demystify products and share success stories from real customers. We strengthened our dedicated WhatsApp channel to enable easier product discovery, scheme details, and service queries. Our national toll-free number continued to serve as a direct access point for customer assistance greivance redressal and product clarifications. Real-time Updates Dynamic Content Campaigns WhatsApp for Service Toll-Free Line Digital Reach and Engagement (FY25) 8,85,470 Facebook followers 25.13% 55,715 Instagram followers 11.12% 1,12,203 LinkedIn followers 18.76% 4,06,617 YouTube followers 182.81% 16,407 Twitter followers 6.12% Brand and Marketing CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 15
Page 48
Evolving the Gold Standard Gold Loans Business As India’s second-largest gold loan provider, we continued to build on our cor e strength, responsible, high-velocity lending backed by deep reach, trust, and digital innovation. In FY25, we reinforced our leadership in the gold loan space by strengthening our digital ecosystem, sharpening customer segmentation, and maintaining operational efficiency, even in the face of evolving market dynamics and competitive intensity. Our gold loan business contributed 59.5% to consolidated AUM, with the standalone AUM growing by 19.3% YoY, supported by focussed customer acquisition strategies and yield-led stability. With over 25.8 Lakhs active customers, our franchise continues to be one of the most widely trusted in India. Business Highlights of FY25 Gold AUM rose to ` 24,658 crore (Standalone), registering a 19.3% YoY growth Average yield remained stable at 22.35%, despite pricing adjustments in select markets Gold Loan customers stood at 2.58 Million, with 3.1 Lakhs new customers added during the year Loan-to-Value (LTV) stood at 57% as of March 31, 2025 Gold Holdings stood at 56.4 tonnes GNPA/NNPA remained below 2% (1.8% and 1.7% respectively) 82% of gold loans were disbursed through our Online Gold Loan (OGL) platform Strategic Shifts and Developments Targeted Yield Adjustments for Premium Borrowers To remain competitive and attract higher-ticket borrowers (` 5 Lakhs+), we introduced selective pricing adjustments in interest-sensitive branches. This move, rolled out in Q3 FY25, improved our AUM composition while maintaining stable yields. Acceleration in Online Gold Loans (OGL) Online Gold Loans continued to be a game-changer, now accounting for 82% of our gold loan book, up from 57% in FY24. The Manappuram OGL platform offers 24/7 access to funds with instant disbursement and multi-language app availability, significantly improving customer convenience and service speed. Pan-India Physical Footprint With a network of 4,044 (consolidated basis) gold loan branches and strong presence across urban, semi-urban, and rural geographies, our reach is unrivalled. Our service model combines doorstep appraisal, digital onboarding, and branch-based engagement, delivering flexibility to every segment of customer. Gold Loans in the Indian Economy Gold has long held cultural, social, and economic significance in India – serving both as an emotional asset and a financial cushion. It remains a critical tool of self-reliance for families and small businesses, especially in times of volatility. The Indian gold loan market continues to grow, driven by rising gold holdings, credit inaccessibility in rural areas, and increasing preference for short-term liquidity. With over two decades of experience and 56.4 tonnes of gold under custody, Manappuram is well positioned as a trusted, tech-led leader in this essential segment of Indian credit. Annual Report 2 0 2 4 - 2 5 16
Page 49
FY25 Segmental Performance Summary 191 71 44.6 65.3 2.6 5.4 199 62 56.6 68.0 2.4 5.6 190 60 57.4 60.1 2.3 5.4 207 58 58.5 58.8 2.4 5.9 247 57 67.8 56.4 2.4 7.0 FY 25 FY 25 FY 25 FY 25 FY 25 FY 25 FY 24 FY 24 FY 24 FY 24 FY 24 FY 24 FY 23 FY 23 FY 23 FY 23 FY 23 FY 23 FY 22 FY 22 FY 22 FY 22 FY 22 FY 22 FY 21 FY 21 FY 21 FY 21 FY 21 FY 21 Gold AUM (` Billion) Loan to Value (%) Avg. Loan Ticket Size (` ‘000) Gold Holdings (Tonnes) Customer Base (Mn) Avg. Gold AUM per Branch (` Cr) The Way Forward We remain confident of 20%+ AUM growth in the gold loan business in FY26, supported by: Broader adoption of OGL and digital self -service tools. Further customisation of gold l oan products to suit borrower profile. Continued regional e xpansion, backed by the evolving regulatory landscape. GOLD LOAN GROWTH LEVERS Relocation & Revitalisation of Non- performing branches Business Associates/DSA Channel Business Celebrity Endorsement Online Gold Loan Digital Marketing Local Marketing Activities Low interest rate sensitivity given small ticket size, Short tenor and convenience of product Manappuram has undertaken various cost rationalisation initiatives Significant operating expense leverage as new branches mature Gold Loans Business CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 17
Page 50
Staying the Course Through Cycles Microfinance (Asirvad Microfinance) FY25 was a year of reckoning for India’s microfinance sector, marked by borro wer over-leverage, regulatory headwinds, and state-le vel disruptions. Asirvad Microfinance, one of India’s largest NBFC-MFIs and a material subsidiary of Manappuram, faced significant stress during the year. Yet, our response was swift, disciplined and rooted in long-term sustainability – reinforcing our belief that course correction today builds resilience for tomorrow. We tightened underwriting, strengthened collections, and introduced new customer-level risk filters. Though the portfolio degrew, our interventions have laid the foundation for a more controlled and sustainable recovery in FY26. FY25 Performance Snapshot Indicator FY24 FY25 YoY Change AUM (` Cr) 10,940 7,207 ↓ 34.1% Stage-III Loans (%) 5.8% 8.3% ↑ 250 bps Net NPA (` Cr) ` 224 ` 177 ↓ Active Borrowers 4.1 Mn 3.6 Mn ↓ Disbursement Restriction — Active in PAR <2% branches only New in FY25 Strategic Measures in FY25 Disbursements restricted to centres with <2% PAR ( portfolio at risk). 100% biometric verification and enhanced income scorecard introduced. Collection-led incentives offered to branch t eams to preserve efficiency. Strengthened risk framework beyond industry SRO guardr ails. Business refocus on lower-risk zones; high-risk branches paused. The Way Forward FY26 will focus on portfolio stability, controlled expansion, and deeper borrower-level diligence. With systems calibrated and collections stabilising, we expect to rebuild from the bottom up – one resilient loan at a time. Annual Report 2 0 2 4 - 2 5 18
Page 51
Affordable Housing with Responsible Lending Housing Finance (Manappuram Home Finance Ltd.) Manappuram Home Finance (MAHOFIN) , a wholly-owned subsidiary of Manappuram Financ e, continued to scale up its presence in the aff ordable housing segment in FY25, despite rising interest rates and evolving customer credit profiles. Our strategic focus on low-ticket, secured housing credit for self-employed borrowers helped us grow with prudence, resilience, and social relevance. Our operating model is designed to deliver long-term value through customer-centric underwriting, a lean cost structure, and co-located branches that leverage the parent company’s infrastructure across India. With a deep-rooted presence in South and West India, we are expanding our role as an enabler of financial dignity and homeownership for the underserved. FY25 Performance Snapshot Indicator FY24 FY25 YoY Change AUM (` Cr) 1,510 1,824 ↑ 20.8% ROA (%) 1.53% 1.37% ↓ 0.16 BP GNPA (%) 2.4% 2.4% Stable No. of Branches 65 89 Expanding Share of Self-employed Borrowers >90% 93% Consistent Credit Ratings CRISIL AA- (Stable), CARE AA- (Stable) CRISIL AA- (Stable), CARE AA- (Stable) Affirmed Microfinance | Housing Finance CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 19
Page 52
Strategic Priorities and Initiatives Product Positioning: Focus on small-ticket home loans for mid- to low-income self-employed borrowers, particularly in Tier 2–4 towns. Operational Efficiency: Lean, low-cost model leveraging co-located gold loan branches. Credit Discipline: Strong underwriting controls through decentralised appraisals and centralised credit audit. Technology and Collections: Wider adoption of digital EMI platforms and in-house collection teams for localised efficiency. Training & CRM: Continuous skill-building through online modules and a robust CRM-integrated loan management system. PMAY Focus: Renewed emphasis on direct sourcing and marketing for Pradhan Mantri Awas Yojana subsidies. FY25: Business Strategy in Action Focus Area Strategic Execution Customer Profile 93% of customers are self-employed; majority from informal sectors. Geographic Expansion Strengthening presence in South and West India; focus on untapped Tier 3/4 locations. Underwriting Approach Mix of decentralised decision-making and central oversight to manage risk effectively. Servicing & CRM EMI collections through digital platforms and localised engagement. Loan Ticket Size Emphasis on lower-ticket, high-volume loans to minimise risk and improve accessibility. Sourcing Channels Enhanced field-level marketing, cross-sell from gold loan branches, and direct PMAY-led campaigns. The Way Forward With AUM crossing ` 1,800 crore and asset quality in check, Manappuram Home Finance is well positioned to expand its relevance across India’s affordable housing ecosystem. FY26 will focus on: Deepening presence in semi-urban and rur al locations. Improving asset-turnover efficiency through t ech-led disbursals. Increasing PMAY & RHISS-led sourcing and support. Investing in a sustainable growth engine that balances purpose with pr ofitability. Annual Report 2 0 2 4 - 2 5 20
Page 53
Calibrated Growth with Portfolio Precision Vehicle & Equipment Finance Our V ehicle & Equipment Finance (VEF) business continued to expand sel ectively in FY25, recording a 16.1% YoY growth in AUM. Ho wever, performance was uneven during the second half, as we consciously pulled back on disbursements in underperforming categories like two-wheelers and farm equipment to safeguard asset quality. We tightened underwriting, strengthened collections, and introduced new customer-level risk filters. Though the portfolio degrew, our interventions have laid the foundation for a more controlled and sustainable recovery in FY26. AUM (` Cr) Portfolio Composition GNPA (%) Increase penetration into Rural and Semi Urban locations. Digital Lending Platform and automated appro val process in TW loans. Brand Tie-ups – With Manufacturer for better reach. Covering 3,000+Co-located Gold loan branches for collection and marketing distribution. Digital Loan Agreement Signing with E- Stamping for cost saving and customer convenience. CRM tool integrated with the loan ma nagement system for building long-term relationships with our customers. Analytics Mobility Solution Deep Penetration Data Analytics for quicker decisions, reduced cost and increased efficiency On-the-go solution with m CAS / m Collect to reduce collection cost Deeper penetration in existing locations and Use of MAFIL (GL) branches as sourcing / collection point helping in cost optimisation Profit Optimisers 4,773 FY 25 4,111 FY 24 6.7% FY 25 2.67% FY 24FY 25FY 24 51% 26% 17% 6% 6% 15% 31% 48% CV Cars 2W Farm Eqp Vehicle & Equipment Finance CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 21
Page 54
Creating Impact through Targeted Credit and Inclusive Finance MSME and Personal Loan Business We continued to strengthen our MSME and Personal Loan business in FY25, building on its mission t o provide accessible credit to India ’s vast underbanked population. With offerings spanning across small-ticket secured lending, affordable housing, and digitally-enabled personal loans, this segment has evolved into a strategic contributor to the company’s diversified lending portfolio. The MSME vertical has been instrumental in empowering India’s grassroots economy. The product caters to the credit needs of small traders, local manufacturers, and self-employed entrepreneurs - offering secured loans ranging from ` 1 Lakh to ` 50 Lakhs, backed by property collateral. With tenures from 12 to 180 months, the loans are tailored for flexibility, enabling borrowers to manage working capital gaps, expand operations, or invest in new machinery. In FY25, the MSME loan book stood at ` 3,079 crore, up from ` 2,908 crore in FY24, registering a steady growth of 5.9% year-on-year. The growth came despite a cautious lending environment and was driven by a calibrated underwriting approach, enhanced risk controls, and deeper penetration into Tier 2 and Tier 3 towns. Micro Home Finance: Affordable Housing for Everyday Aspirations Manappuram’s Micro Home Finance business targets the credit needs of economically weaker sections and lower-income groups seeking to build or improve their homes. These include loans for construction, renovation, electrical and plumbing works, kitchen upgrades, and sanitation infrastructure. Loan sizes typically range between ` 1 Lakh and ` 15 Lakhs, with extended repayment tenures and competitive rates, high-end loans going up to ` 50 Lakhs. The loans are fully secured against property and are backed by field-level customer onboarding, income verification, and property appraisal mechanisms. Loans to Business & Service Providers Loan Against Property (LAP) These products continue t o support real-economy borrowers with minimal access to formal banking credit. Home Construction Loans Home Improv ement Loans Loan Against Property (for housing-relat ed needs) Key product types include Key product types include With a strong collection mechanism and low delinquency trends, the segment remained stable even in a challenging macro environment. MSME Loans: Supporting Small Businesses with Big Aspirations Annual Report 2 0 2 4 - 2 5 22
Page 55
Secured Personal Loans: High-Ticket Loans with Speed and Security This segment is designed for borrowers looking for larger loan amounts against personal or business properties. The average ticket size ranges between ` 2 Lakhs and ` 15 Lakhs, with high- end loans going up to ` 50 Lakhs. Customers benefit from lower interest rates compared to unsecured options and enjoy quick disbursal within 3–7 days, driven by strong internal processing and legal appraisal systems. In FY25, the segment continued to witness momentum, particularly in the ` 5 Lakhs+ category, after Manappuram rationalised its interest rate offerings in select branches. This move helped to attract a more premium customer base in urban and semi-urban areas. The digital loan product played a pivotal role in customer acquisition, especially in geographies where traditional branches are yet to expand. Strong risk-adjusted returns, quick turnaround time, and minimal documentation continue to be key differentiators in this category. The product portfolio includes: Property Loan (Secured) Instant Property Loan Balance Transfer with Top-up Spot Property Loan Stree Shakti Property Loan (designed for women entrepreneurs and salaried borrowers) Unsecured Digital Personal Loans: Instant Credit in a Tap Catering to digitally-savvy borrowers, Manappuram’s unsecured personal loan product is fully online and requires no physical documentation. It leverages app-based onboarding, biometric e-KYC, and AI-driven credit underwriting to disburse small-ticket loans instantly to eligible customers, especially salaried professionals and repeat customers. The loan lifecycle, from application to disbursal to repayment, is completely paperless and user-friendly, making it ideal for younger demographics and urban users. In FY25, the platform witnessed increased adoption due to improved app experience and regional language accessibility. Performance Highlights 100% digital proc ess Instant approv al & disbursal Key Features: No documentation or physical visits 24x7 application & repayment support AUM Evolution (In ` Cr) AUM Mix (%) GNPA (%) 2,908 2.8 1.7 3,079 37 36 34 42 20 20 9 2 5.1 4.8 FY 25 FY 25 FY 25 FY 24 FY 24 FY 24 YoY Growth +5.9% MSME & Others GNPA GNPA (Excl. Digital PL) MSME Micro-Housing Secured PL Unsecured PL 2025 MSME and Personal Loan Business 2024 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 23
Page 56
Business Strategy Stronger in rural and semi-urban loc ations (Tier 3 / 4); scope to increase penetration across additional branches. Different products are disbursed in 150+ branches across states at present; ramp-up across branches underway. Predominantly digital collections (80% ov erall) with 78% and 82% for secured and unsecured PL. Diverse product portfolio covering secured & unsecur ed loans for both salaried and self-employed customers (c.66% self-employed). Huge cross-sell potential with existing gold l oan customers; proprietary gold loan data used as input for underwriting. CRM tool integrated with loan manage ment system to build relationship with customer from beginning. PROPELLING GROWTH WITH EFFECTIVE FINANCIAL STRATEGIES The Way Forward Looking ahead, the focus will be on scaling secured loans, strengthening digital unsecured products, and enhancing customer lifecycle value through bundled credit offerings. MSME lending will focus on and document-light profiles, while Micro Home Finance will expand in partnership with affordable housing developers and local authorities. Growth Drivers for Future Expansion Geo expansion to existing gold loan branches pan-India, along with introduction of new schemes Low-cost operation model based on co-l ocation with parent branches Investment in training and dev elopment of human resource through online mode Origination and Sourcing Better penetration in Tier 3 and Tier 4 t owns Direct sourcing through field-level marketing, digital marketing, and cross-selling (gold loan customers) Customer Servicing, Collections Strong Customer Relationship Management Team Digital payment platforms for managing EMI collections efficiently A dedicated in-house local coll ection team Underwriting Decentralised underwriting and disbursement f or lower ticket size loans at branch level Compliance with policy paramet ers via ground-level Credit Audit & Centralised credit monitoring Annual Report 2 0 2 4 - 2 5 24
Page 57
The Way Forward MACOM aims to deepen its capabilities in automation, AI, and analytics to better serve the Group’s evolving digital needs. Planned innovations include customer intelligence engines, improved API-based integrations, and a stronger DevSecOps culture, ensuring agility, scalability, and security at every touchpoint. Enabling Digital Infrastructure for Scalable Growth Manappuram Comptech and Consultants Ltd (MACOM) MACOM serves as the Gr oup’s dedicated IT arm, powering digital transformation acr oss business lines through intelligent automation, syst em integration, and data security. The subsidiary offers services in application development, IT support, and consultancy, enabling faster innovation cycles and streamlined operations. FY25 Developments and Achievements Enterprise Upgrades: Modernised 14 key business applications, including Gold Loan and lending modules, for enhanced functionality and cloud readiness. Adoption of Cloud-Native Technologies: Integrated advanced tools such as Pub/Sub, AlloyDB, and Google Kubernetes Engine (GKE) to drive scalability and performance. Low-Code Platforms: Deployed low-code development environments to streamline internal build processes and reduce time-to-market for digital features. AI Chatbots: Introduced multilingual, AI-powered bots to improve 24x7 customer engagement and support. Security Incident Management: Responded swiftly to an isolated unauthorised access event in Q1 FY25 with: A provision of ` 197.8 Million. A settlement agreement with the impacted client. Strengthened cybersecurity controls. Certifications: Achieved ISO 27001:2022 certification, reinforcing commitment to data security and governance. Manappuram Comptech and Consultants Ltd (MACOM) CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 25
Page 58
Simplifying Insurance Through Tech-Enabled Reach Insurance Distribution (MAIBRO) Manappuram Insuranc e Brokers Limited (MAIBRO), a wholly-owned subsidiary and IRDAI-licensed br oker, offers a broad suite of life and non-life insuranc e products through an omni-channel model. It focusses on driving awareness, access, and adoption of insurance among retail customers, especially first-time and underinsured segments. FY25 Developments and Achievements Customer Reach: Serviced over 1.84 Million customers with a growing presence across India. Digital Platform: Enhanced the MaSuraksha e-commerce portal for easy access to a broad suite of life and non-life insurance products. Agent Network: Expanded to over 5,000+Point-of-Sale (POS) agents, enabling last-mile policy distribution. Claim Efficiency: Maintained a strong 95% claim settlement rate, reinforcing customer trust. Recognition: Featured among India’s Top 10 insurance broking startups (2023) for digital innovation and reach. Financial Performance: Recorded revenue of ` 702.91 Million and PAT of ` 517.78 Million, impacted by market headwinds (↓ from ` 732.33 Million in FY24). The Way Forward MAIBRO is focussed on further expanding its digital presence, enhancing POS agent enablement, and enriching customer experience through AI-led advisory and frictionless claims processing. With increasing awareness and regulatory support, the business is poised to play a key role in bridging the insurance protection gap in India. Annual Report 2 0 2 4 - 2 5 26
Page 59
Trusted Partner in Global Remittances Forex and Money Transfer Manappuram’ s fee-based services in foreign exchange and money transfer continue to be a vital link for NRIs, students, migrant families, and int ernational travellers. Backed by an Authorised Dealer Category-II licence from the RBI, we provide secure, compliant, and accessible solutions across all the branches, with a stronghold in South India, particularly Kerala. We are the Indian agent for Western Union and are tied up with three other inward remittance partners, enabling fast and reliable cash transfers often without requiring a bank account. Our service model ensures ease of access while maintaining strict regulatory compliance under FEMA guidelines. FY25 Highlights: Enabled monthly inward remittances of ` 19 Million, with W estern Union contributing 82% of the volume. Money Transfer service is available in all MAFIL Gold loan branches. Currently, we do not have any active sub-agents. Introduced digital support features fo r smoother onboarding and transaction tracking. Enhanced compliance systems through int egration with RBI reporting platforms. Delivered improved turnaround times for retail forex customers at our selected branch counters. What’s Ahead We aim to expand co-located forex and remittance counters across Tier 2 and Tier 3 towns by leveraging the existing MAFIL branch network, while enabling UPI-linked notifications and digital touchpoints for real-time customer engagement. Additionally, we plan to explore new partnerships to strengthen corridor coverage and extend service availability. Insurance Distribution (MAIBRO) | Forex and Money Transfer CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 27
Page 60
Building a Simple, Secure, and Inclusive Payments Ecosystem Payments Business Launched in 2017, MAkash is Manappur am’s prepaid payments platform, aimed at pr omoting financial inclusion in semi-urban and rural ar eas. With RBI authorisation to issue Prepaid Payment Instruments (PPI), MAkash empowers customers with convenient access to cashless services such as bill payments, mobile/DTH recharges, and UPI transfers. FY25 Developments and Achievements User Base: Maintained an active base of 5,900 users, primarily in underserved and semi-urban locations. Transaction Volume: Facilitated 1,35,264 transactions, amounting to ` 94.36 crore. Platform Features: Supported bill payments, DTH/mobile rechar ges, and UPI-based transfers. Enabled wallet top-ups via Net Banking, Debit Car ds, UPI, or in-branch cash loading. Channel Strength: Leveraged MAFIL’s physical branch network to assist users with onboarding and transaction execution. Mobile App: Enhanced the MAkash mobile app interface for better usability across diverse customer profiles.The Way Forward MAkash is set to evolve into a more interoperable and secure platform through deeper UPI integration and expanded service offerings. With India’s digital payments momentum continuing, MAkash will play a complementary role in Manappuram’s broader strategy of enabling full-stack financial services for every customer segment. Annual Report 2 0 2 4 - 2 5 28
Page 61
Our Way Towards Building on a Responsible Business At Manappuram, we believe responsible business is not just a value, it’s a duty. As a conscientious NBFC, we are committed to embedding sustainability at the heart of everything we do. Drive focussed, measurable and meaningful impact across every stakeholder we serve. We align with globally recognised ESG frameworks, prioritising what matters most to our business and its stakeholders. From reducing environmental footprint and deepening our social outreach to strengthening governance practices, we integrate ESG seamlessly into both our long-term strategy and day-to-day operations. Payments Business CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 29
Page 62
Our Commitment to Environmental Stewardship Environment Sustainability is an ongoing responsibility for us. One we actively embrace thr ough conscious choices and operational practices. From optimising ener gy use to promoting digital workflows, our efforts are designed to lower our environmental footprint while driving efficiency. Energy Efficiency, Elevated We continue to reduce our energy consumption through energy-efficient lighting and air-conditioning systems across our branches and Annex offices at the Head Office. Our employees are regularly sensitised on conservation practices, fostering a culture of environmental awareness across the organisation. We also leverage clean energy by installing rooftop solar systems, which generate over 1,00,000 kWh of green electricity annually. Our transition from diesel-powered to electric vehicles further underscores our commitment to sustainability. To encourage this shift, we offer incentives to our employees, including a grant of `₹5,000 for electric two-wheelers and ` ₹10,000 for electric four-wheelers, reinforcing our collective move towards cleaner mobility. Water and Waste: Conserved with Care Efficient use of water resources is supported through rainwater harvesting and wastewater treatment systems at select facilities. On the waste front, we maintain partnerships with authorised vendors for responsible recycling of e-waste and paper waste. Our waste monitoring efforts help us assess and implement optimal disposal methods, in line with our long-term sustainability goals. Digital Drives Paperless Impact Our ongoing digital transformation, particularly in loan processing, has significantly reduced paper consumption. By embedding automation across workflows, we continue to reinforce our commitment to a low-impact, paper-light operational model. Reduction in Energy intensity per rupee of turnover = 7.82% Reduction in Scope 1 and Scope 2 emissions per rupee of turnover = 15.09% Annual Report 2 0 2 4 - 2 5 30
Page 63
Where Every Customer Counts Social (Customers) We strive to deliver exceptional experiences by implementing strong customer relationship management practices and lev eraging digital technologies. Our diverse range of borrowing options is designed to meet the varied needs of our customers. Manappuram Finance Limited prioritise consumer education and protection to empower individuals with the knowledge and skills to make informed choices and safeguard them from unfair or deceptive practices. At branch level, all our staff are equipped to provide necessary information about our product and services to encourage safe and responsible usage. We use our official website and social media posts to sensitise and educate customers. Customer Relationship Management: At Manappuram Finance, we prioritise personalised service through dedicated customer relationship management (CRM) executives having multilingual skills. Our CRM executives extend warm wishes during festivals, birthdays, and anniversaries, fostering a sense of belonging and appreciation. This approach not only addresses our customers’ financial needs but also strengthens our bond with them, emphasising our commitment to their well-being and satisfaction. Customer Feedback Review: At Manappuram Finance Limited, we actively gather consumer feedback to gauge satisfaction levels across various aspects of our operations. Our call centre is also utilised for collecting additional feedback from customers. These measures help us to continuously assess and improve our services to meet customer expectations. Environment | Social (Customers) CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 31
Page 64
Towards Making a Better World Social (Community) As a responsible and peopl e-centric financial institution, Manappuram Finance Limit ed believes that true progress lies not just in business growth, but in uplifting the society around us. We view Corporate Social Responsibility (CSR) as an essential part of our commitment to nation-building. Our CSR policy is built around the core values of inclusivity, sustainability, and empowerment, focussing on addressing critical social challenges through long-term interventions in the areas of education, healthcare, livelihood, infrastructure, and environmental protection. With the Manappuram Foundation and our strategic partner organisations i.e. the Lions Club International Foundation (India) serving as implementing arms, our CSR strategy is executed with precision, impact, and a deep understanding of local needs. Our programmes are designed not only to provide immediate relief but to empower communities to thrive in the long run. 1,30,000+ Total CSR Beneficiaries ` 393.76 Million Total Amount spend on CSR activities during the year Key Initiatives Undertaken 1 SCHOLARSHIP SUPPORT FOR STUDENTS OF VIDYA COLLEGE OF SCIENCE AND TECHNOLOGY, THRISSUR Education is a powerful instrument of change, and Manappuram Foundation has remained steadfast in its commitment in ensuring access to quality education for all. In line with this objective, the Foundation provided scholarships amounting to ` 25,00,000 to academically meritorious and financially underprivileged students of Vidya Engineering College, Thrissur. This initiative not only relieves students and their families from the burden of educational expenses but also enables them to focus fully on academic excellence and skill development. The scholarship programme is part of our larger effort to foster inclusive education, reduce dropout rates, and build a strong, educated youth base capable of contributing meaningfully to the nation’s growth. Annual Report 2 0 2 4 - 2 5 32
Page 65
2 WINGS ON WHEELS 2024 – EMPOWERING THE DIFFERENTLY ABLED WITH MOBILITY 3 INFRASTRUCTURE SUPPORT TO CHRIST COLLEGE, IRINJALAKUDA – CONSTRUCTION OF AMPHITHEATRE Marking a historic milestone – the 75 th anniversary of Manappuram Finance Limited – the Manappuram Foundation launched a major initiative titled “Wings on Wheels 2024” aimed at promoting accessibility and independence for differently-abled individuals. On June 1, 2024, the Foundation donated 75 three-wheeler scooters to beneficiaries from across Kerala. The scooters were customised to meet the mobility needs of persons with physical disabilities, enabling them to commute independently and participate actively in society. The event was inaugurated by Mr. P. Rajeev, Minister for Industries, Law, and Coir, Government of Kerala, and attended by several esteemed dignitaries, including: Mr. V. P. Nandakumar, Managing Trustee, Manappuram Foundation, Ms. Sumitha Nandan, Executive Director, Manappuram Finance Ltd, Mr. Anwar Sadath, MLA, Aluva, Mr. Roji M John, MLA, Angamaly, Mr. E T Taison Master, MLA, Kaipamangalam, Mr. P P Chitharanjan, MLA, Alappuzha, Mr. Saneeshkumar Joseph, MLA, Chalakudy, Mr. A V Sunil, President, Nedumbasserry Grama Panchayath Mr. M J Jomy, Chairman, Health & Education Committee, District Panchayath, Ernakulam. The event was a true celebration of inclusivity and community solidarity. Infrastructure plays a key role in fostering an environment conducive to holistic learning. Recognising this, the Manappuram Foundation extended financial support to Christ College, Irinjalakuda, for the construction of a state-of-the-art amphitheatre. A grant of ` 5,00,000 was pro vided to create a vibrant space that facilitates cultural expression, student performances, public speaking, and educational events. The project aims to enrich the learning experience and promote artistic and intellectual development. The inauguration was honoured by the presence of Mr. Suresh Gopi, Hon’ble Minister of State for Petroleum & Natural Gas and Tourism, Government of India. Social (Community) CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 33
Page 66
4 HEALTHCARE OUTREACH – DONATION OF EECO VANS 5 TOGETHER FOR THRISSUR – EDUCATIONAL SUPPORT FOR CHILDREN ORPHANED BY COVID-19 In a bid to strengthen last-mile healthcare delivery, the Manappuram Foundation donated EECO vans worth ` 11,67,094 to: District TB Centre, Thrissur – to enhance mobile testing and outreach for tuberculosis management, Daya Palliative Care Society, Pala – to support the transportation of terminally ill patients and essential services. The vehicle handover ceremony was led by Mr. V. P. Nandakumar, Managing Trustee, and Dr. Sumitha Nandan, Executive Director, in the presence of Dr. Sreedevi T P, District Medical Officer, Thrissur. These mobile units will enhance accessibility, enabling critical care to reach the doorsteps of patients in need. Manappuram Foundation joined hands with the Thrissur District Administration for the initiative “Together for Thrissur”, conceptualised by District Collector Krishna Teja IAS, to support children who lost one or both parents due to COVID-19. The Foundation contributed ` 10,00,000, benefiting 100 children from vulnerable backgrounds. This support aims not only to assist in academic needs but also to foster emotional resilience and offer hope for a brighter future. The programme demonstrates our commitment to standing by communities in times of crisis. Annual Report 2 0 2 4 - 2 5 34
Page 67
6 ENVIRONMENTAL SUSTAINABILITY – VEHICLE DONATION TO HARITHA KARMA SENA, VALAPAD 7 Manappuram Snehabhavanam – Rural Housing for the Needy 8 DIA CARE PROJECT – MILLET-BASED WELLNESS NUTRITION FOR TYPE 1 DIABETIC CHILDR In a groundbreaking initiative, Manappuram Foundation supported the “Dia Care Project”, India’s first millet-based diabetic wellness nutrition initiative targeted at children with Type 1 diabetes. This programme offers specially curated wellness packs that address the unique dietary needs of these children while promoting awareness about millet’s role in diabetes management. The Foundation contributed ` 4,42,500 to the initiative. The official launch took place in the presence of Ms. Anu Kumari IAS, District Collector, Thiruvananthapuram. The programme marks a significant step toward blending healthcare innovation with nutrition, particularly in underserved paediatric populations. Promoting environmental stewardship, Manappuram Foundation donated an Ashok Leyland Dost Lite vehicle worth ` 8,35,000 to the Haritha Karma Sena of Valapad Grama Panchayath. This initiative is designed to enhance solid waste management in the area by supporting doorstep garbage collection. The vehicle was handed over by Mr. George De Das, CEO of Manappuram Foundation, to Panchayath President Shinitha V D during a public event held at Vattaparathi Beach. The initiative is part of our long-term commitment to sustainable community practices and eco-conscious living. As part of our rural development efforts, the Foundation supported the construction of a home under the Snehabhavanam initiative for Sreelakshmi, a 10 th-grade student from Valapad, Kothakulam. Her parents, both ailing, were unable to provide a stable living environment. This initiative symbolises the Foundation’s commitment to transforming lives by addressing the basic need for shelter. In the reporting year, Manappuram Finance Ltd. contributed a total of ` 263.65 Lakhs towards rural development projects - ` 222.47 Lakhs through Manappuram Foundation and ` 41.18 Lakhs through Lions Club International Foundation (India). Social (Community) CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 35
Page 68
Prioritising Employee Development and Well-Being Social (Employees) STRATEGIC HUMAN RESOURCE INITIATIVES AT MANAPPURAM FINANCE LIMITED Empowering People. Enabling Progress. At Manappuram Finance Limited, we view Human Resources as a strategic partner in our journey towards sustainable growth and operational excellence. Under the leadership of our Chief Human Resources Officer, the HR function plays a pivotal role in shaping an inclusive, agile, and future-ready workforce. Our strategy focusses on nurturing talent, enhancing employee experience, and aligning human capital with organisational goals. Employee Engagement We believe that an engaged employee is a productive employee. Our engagement framework includes continuous feedback mechanisms, employee recognition programmes, and thoughtfully curated wellness initiatives. These efforts contribute to a positive work culture where individuals feel heard, appreciated, and connected to the company’s purpose. Our People Philosophy 32,000+ dedicated employees across India Future-focussed, digitally-enabled HR systems Recognised for excellence in LCD, engagement, and innovation Talent Management We are committed in identifying, attracting, and nurturing top talent through structured hiring processes and targeted outreach. Once onboard, employees benefit from tailored training, career pathing, and upskilling initiatives that empower them to grow with the organisation. Our talent management approach ensures a highly competent and motivated workforce capable of driving long-term value. Annual Report 2 0 2 4 - 2 5 36
Page 69
STRATEGIC HUMAN RESOURCE INITIATIVES AT MANAPPURAM FINANCE LIMITED FOSTERING A CULTURE OF ETHICS, TRANSPARENCEY AND COLLABORATION Learning Developments Learning is embedded in the fabric of our organisation. Through a combination of instructor led workshops, online modules, and certification programmes, we encourage our people to embrace continuous development. Our learning ecosys- tem supports skill enhancement at all levels ensuring both individual progress and organisational advancement. Ethical Practices We maintain the highest standards of Integrity in every interaction with customers, colleagues, and partners. This ethical backbone reinforces our credibility and reinforces trust across all levels. Transparency We practice open and honest communication, ensuring that our people are aligned with the organisation’s vision and strategies. Clarity in processes, policies, and expectations contributes to stronger internal cohesion. Collaboration Teamwork is a defining trait of our organisational culture. We encourage cross-functional collaboration to leverage diverse insights and promote innovation, enabling us to meet goals collectively and effectively. Leveraging Technology to Enhance HR Functionality As part of our broader digital transformation journey, Manappuram has strategically integrated technology into HR operations to elevate efficiency, accessibility, and experience. Our digital HR approach is anchored in three key pillars – Innovate, Differentiate, and Execute. At the heart of Manappuram’s success is a culture grounded in ethics, transparency, and teamwork. These values are deeply woven into our operations and guide every decision we make. Innovate We adopt modern commu- nication tools such as SMS and WhatsApp-based platforms, along with digital dashboards and scorecards, to streamline HR workflows and enhance employee out reach. Differentiate Through the deployment of CRM systems, Mobile Device Management (MDM), and Robotic Process Automation (RPA), we create distinctive, tech-enabled HR experiences that enhance service delivery and engagement. Execute Our backend is fortified with scalable infrastructure including private cloud solutions and outsourced security frameworks. Transitioning from traditional PC setups to mobile-first platforms has improved responsiveness and agility across HR functions. Social (Employees) CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 37
Page 70
HR AUTOMATION: STREAMLINING PEOPLE PROCESSES Digital Onboarding New hires are seamlessly integrated into the organisation through a fully digitised onboarding system featuring e-forms, electronic signatures, and workflow automations. Probation Trackings and Confirmation Automated tracking of probation milestones ensures timely feedback and confirmations, supporting smooth transitions from probation to permanent roles. Personal Records Management Employee file creation and management are digitalised, ensuring secure storage, accurate documentation, and easy retrieval of personnel data. Performance Management System (PMS) Our PMS integrates analytics and AI to provide continuous performance insights and feedback, enabling data-driven evaluations and development planning. Exit Management The exit process is also fully automated from exit interviews to clearance work- flows ensuring a structured, respectful, and efficient offboarding experience. To further optimise employee lifecycle management, several HR processes have been automated, ensuring consistency, speed, and user centricity: Annual Report 2 0 2 4 - 2 5 38
Page 71
REIMAGINING LEARNING WITH MADU AND AI INTEGRATION A Holistic Learning Ecosystem MADU is more than just a training platform, it’s a dynamic, digital learning hub designed to cater to the varied learning preferences of our employees. Whether one prefers the structure of a classroom or the flexibility of self-paced modules, MADU brings together multiple formats under one intuitive system: Classroom Learning Traditional instructor-led sessions continue to play a key role in skill development, providing face-to-face engagement and hands-on learning. Virtual Training Visual, interactive courses are accessible anytime, anywhere, supporting on-demand, continuous learning. E-Learning Modules Visual, interactive courses are accessible anytime, anywhere, supporting on-demand, continuous learning. Blended Learning A strategic mix of in-person and digital formats ensures inclusivity and adaptability to different learning needs. Digital Library A rich repository of digital books, study guides, and tutorial videos empowers learners to explore subjects in depth at their own pace. At Manappuram Finance Limited, learning never stands still. With the development of MADU by our in-house Learning and Development team, we’ve taken a bold step toward creating a smarter, more inclusive, and future-ready learning environment for our workforce. Social (Employees) CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 39
Page 72
NEXT-GEN LEARNING WITH AI To further optimise employee lifecycle management, several HR processes have been automated, ensuring consistency, speed, and user-centricity: Customised Learning Journeys tailored to individual goals, progress, and performance. Predictive Training Insights that help identify future learning needs before skill gaps emerge. By blending human insight with technological innovation, the AI-enabled MADU platform ensures every employee receives the right knowledge at the right time - driving both personal growth and organisational success. Intelligent Content Recommendations based on employee roles, interests, and learning history. Annual Report 2 0 2 4 - 2 5 40
Page 73
NURTURING A CULTURE OF WELL-BEING, CONNECTION, AND ENGAGEMENT AT MANAPPURAM FINANCE BUILDING A CULTURE FOCUSSED ON HEALTH AND INVOLVEMENT At Manappuram Finance Limited, we believe that a thriving workplace is one where employees feel supported, valued, and connected both personally and professionally. Manappuram’s commitment to employee well-being goes beyond the workplace. Our wellness and engagement programmes are tailored to inspire a healthy, balanced, and fulfilling lifestyle: At Manappuram Finance Limited, we believe that a thriving workplace is one where employees feel supported, valued, and connected both personally and professionally. Our employee engagement and well-being initiatives are thoughtfully designed to nurture a sense of community, promote holistic wellness, and reinforce our commitment to creating a workplace where everyone can grow and flourish. Annual Sports Meet Manappuram’s commitment to employee well-being goes beyond the workplace. Our wellness and engagement programmes are tailored to inspire a healthy, balanced, and fulfilling lifestyle: Fitness Wellness Programmes A flagship celebration that unites employees from across the organisation, fostering camaraderie, teamwork, and a shared sense of purpose through spirited competition. Family-Centric Activities Engagement programmes that extend beyond the employee to include families strengthening the personal bonds that underpin professional success. Social (Employees) CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 41
Page 74
BUILDING A CULTURE FOCUSSED ON HEALTH AND INVOLVEMENT At Manappuram Finance, we understand that a fulfilling career is supported not only by professional development but also by personal well-being. At Manappuram Finance, we understand that a fulfilling career is supported not only by professional development but also by personal well-being. Our employee welfare initiatives are thoughtfully designed to support our people through life’s important milestones and challenges both big and small. From educational scholarships for employees’ children to financial assistance for marriage, we extend our support beyond the workplace. We also offer schemes that provide aid for medical needs, support during bereavement, and maternity care that ensures a smooth transition into parenthood, empowering women to continue their careers with confidence. To promote sustainability and responsible living, we offer financial assistance for employees looking to purchase electric vehicles, making us a proud contributor to a greener future. Additionally, our support extends to those pursuing higher education, helping them grow personally and professionally. These initiatives reflect our commitment to creating a compassionate, supportive, and empowering workplace where employees are not only recognised for their contributions but are also cared for in every stage of life. RECOGNISING DEDICATION AND MILESTONES We believe that recognition goes a long way in building motivation and loyalty. At Manappuram, we celebrate every achievement big or small. Our structured recognition programmes include awards for excellence, features in internal newsletters, and celebratory campaigns that spotlight exceptional performance and service milestones. We also make it a point to celebrate birthdays, wedding anniversaries, and work anniversaries with personalised greetings because we value the person, not just the position. 76.5 hours Average E learning per employee 8,094 Probation 32,846 MAFIL 102 Contract 8,956 Female 24,650 Permanent 23,890 Male Annual Report 2 0 2 4 - 2 5 42
Page 75
SHAPING A PROGRESSIVE : PEOPLE-FIRST CULTURE At the core of our success lies a people-first philosophy. At Manappuram, we are not just building careers, we are shaping a future where purpose meets passion. Backed by digital-first tools, a strong culture of learning, and an unwavering focus on employee well-being, we continue to redefine what it means to be a great place to work. 21 Lakhs Average revenue generated through each employee ` 1,171 crore Total employees cost Social (Employees) CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 43
Page 76
The Backbone of Responsible Growth Governance At Manappuram Finance, governance is not just about adhering to rules, it is about consistently choosing to do what is right, transpar ent, and in the best interest of our stakeholders. As we continue our journey from resilience to reinvention, the strength of our governance framework remains the foundation upon which sustainable progress is built. We recognise that good governance is not static. It evolves with the business, with regulations, and with stakeholder expectations. In FY25, we continued to uphold rigorous governance standards, institutionalised through policies, structured oversight, and a strong ethical culture across every level of our operations. Our Governance Philosophy We believe that a well-governed company builds enduring stakeholder trust and long-term enterprise value. At the core of our governance approach lies a commitment to transparency, accountability and ethical conduct, driven by a proactive Board and a responsive management. We maintain a disclosure-led governance culture, where compliance is the floor, not the ceiling. This philosophy is embedded in our Board structure, our decision-making processes, and our internal control mechanisms. At Manappuram, we believe that “Compliance is a cost and Governance is a value”. Board Responsibility to all Stakeholders Fair Treatment of all Stakeholders Transparency and Timely Disclosures Strategic Direction and Efficient Monitoring by the Board Protection of Minority Interests and Rights Our Philosophy Annual Report 2 0 2 4 - 2 5 44
Page 77
Ethics and Compliance at the Core At Manappuram, integrity is not negotiable. We have instituted robust policies that define how we engage, with customers, regulators, employees, partners and society. Our ethics and compliance framework reflects our zero-tolerance approach to fraud, bribery and financial misconduct. Key policies reinforcing ethical governance include Anti- Corruption Policy ESG Policy (Environment, Social, and Governance) Vigilance Policy Whistleblower Policy Code of Conduct Board Diversity: A Balanced Perspective We are proud of the diverse composition of our Board of Directors, which brings together a wide range of expertise, age profiles, academic backgrounds, industry experiences and gender perspectives. This diversity not only enriches Boardroom dialogue but also ensures well-rounded decisions aligned with the Company’s long-term objectives. By blending experience with fresh perspectives, our Board helps steer the Company through evolving regulatory landscapes, emerging risks and new growth opportunities, with prudence and foresight. As a systemically significant NBFC, we understand our responsibility to lead by example. In a dynamic regulatory environment, we proactively refine our governance mechanisms to remain aligned with both statutory obligations and stakeholder aspirations. FY25 was a year of focussed governance execution, strengthening oversight, ensuring policy alignment with ESG priorities, and building internal awareness around compliance. These actions are not one-time checkboxes but a reflection of our larger intent: to grow responsibly and govern wisely. 80% of our Board members are independent directors 20% of Board are women directors. At Manappuram, we promote women empowerment Reinforcing Governance in a Changing World Governance CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 45
Page 78
The Minds Behind the Force Board of Directors Dr. Shailesh J Mehta holds a B.Tech from IIT Bombay and an M.S., Ph.D. (Operations Research & Computer Science) from Case Western Reserve University, plus an honorary Doctorate in Human Letters from California State University. He has over 45 years of global experience, including leadership roles at Providian Financial, Granite Hill Capital Ventures, West Bridge Capital, KeyCorp and Capital Holding Insurance. He’s also served on the boards of MasterCard International, PayPal, and Firstsource Solutions, and founded the Shailesh J. Mehta School of Management at IIT Bombay. Dr. Shailesh J Mehta Chairman, Independent and Non-Executive Director M M M M Mr. V. P. Nandakumar holds a postgraduate degree in Science with additional qualifications in Banking and Foreign Trade. He took over the family’s one-branch money-lending business in 1986 and founded Manappuram Finance in 1992, driving its transformation into a leading NBFC with over 5,200 branches, ` 40,000 crore AUM, and a diversified portfolio across gold, microfinance, home, vehicle, SME, and personal loans. He was profiled among Business World’s 40 Most Valuable CEOs and is a recipient of the Hurun Industry Achievement Award (2022) and Elets Financial Success Champion Award (2024). He also serves on the Board of Governors of IIM Kozhikode and holds leadership roles in Lions Clubs International and FICCI Kerala. Mr. Abhijit Sen is a seasoned financial services professional with over 40 years of experience in banking and finance. He retired as Chief Financial Officer of Citibank, India Subcontinent, after nearly two decades with the institution. Post-retirement, he has served as an External Advisor to a Big 4 firm and held board positions with Trent Ltd., UGRO Capital, Ujjivan Financial Services, and Cashpor Micro Credit. He chairs Audit Committees at Kalyani Forge, Credila Financial Services, and has served on the boards of NSDL and Citi entities. He holds a B.Tech (Hons) from IIT Kharagpur and a PGDM from IIM Calcutta. Mr. V. P. Nandakumar Managing Director and Chief Executive Officer Mr. Abhijit Sen* Independent and Non-Executive Director M M M C C C M C Annual Report 2 0 2 4 - 2 5 46
Page 79
Mr. Harshan Kollara brings over four decades of experience in banking and financial services across India and international markets. He has held senior leadership positions at ICICI Bank, Union Bank of California, and Federal Bank, and has also served as Executive Director at Experian Credit Information Company of India. With deep expertise in foreign exchange, trade finance, cross-border payments, compliance, and governance, he also has hands-on experience in setting up institutions and implementing core banking systems. Mr. Kollara is an “approved person” under the UK’s Financial Conduct Authority and is an alumnus of Mumbai University. Ms. Pratima Ram is an accomplished banker with over 30 years of experience in corporate, international, investment, and retail banking. She held leadership roles at State Bank of India in New York and Johannesburg, and later served as Group President – Finance at Punj Lloyd and CEO & Whole-time Director at India Infoline Finance. She has been on the boards of companies across sectors including finance, energy, and consumer goods, and is active in mentoring start-ups in renewable energy and agri-tech. An advocate for education, she supports rural school initiatives in Karnataka. She is an alumna of the University of Virginia and Bangalore University. Dr. Sumitha Nandan, a respected medical professional and third-generation member of the promoter family, holds an MS in Obstetrics & Gynaecology and is an alumna of the Wharton Business School’s Advanced Finance Programme. After a successful medical career, she joined the business and led key digital initiatives such as the Online Gold Loan platform and digital auction processes to enhance customer experience and transparency. She has held leadership roles across various Group entities and, following Bain Capital’s investment, will serve as Executive Vice Chairman. Adv. V P Seemandini is a Senior Advocate designated by the Kerala High Court with decades of experience representing Central and State institutions. She practices before the Supreme Court, High Courts, and various tribunals, with expertise in constitutional matters. A former President of the All India Federation of Women Lawyers, she is actively involved in social justice and women’s welfare. She serves on multiple legal and government bodies, including the High Court Legal Services Committee and Indian Law Reports Council. Mr. Harshan Kollara Independent and Non-Executive Director Ms. Pratima Ram Independent and Non-Executive Director Dr. Sumitha Nandan Executive Director Adv. V P Seemandini Independent and Non-Executive Director M C M M M M M M M M M M Board of Directors CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 47
Page 80
M M M Mr. T. C. Suseel Kumar retired as Managing Director of LIC after a 38-year career, having led functions including Investments, Marketing, Risk Management, and International Operations. He has served on the boards of LIC Housing Finance, Axis Bank, BSE, and others, and contributed to several key board committees. Known for pioneering LIC’s market research and millennial strategy, he continues to advise companies across insurance, finance, and capital markets. Mr. Bharat Bhushan is a retired IAS officer with 36 years of experience in policymaking across trade, agriculture, tourism, and industry. He served as Chief Secretary of Kerala and held leadership roles in aviation, steel, IT, and dairy development. He led iconic initiatives like the ‘God’s Own Country’ campaign and was instrumental in setting up India’s first IT Park and Semiconductor Policy. He is known for reviving public sector enterprises and implementing impactful development programmes. Dr. Rajagopal has over 34 years of experience in the Reserve Bank of India and commercial banking. As Regional Director of RBI for Maharashtra and Goa, he chaired key committees for MSMEs and rural banks. He has also served as RBI nominee on the boards of Bank of Maharashtra and Global Trust Bank. He holds dual MBAs, a Ph.D. in Management, and is a CAIIB. He is currently a consultant and visiting faculty with global academic institutions. Mr. T. C. Suseel Kumar Independent and Non-Executive Director Mr. E.K. Bharat Bhushan# Independent and Non-Executive Director Dr. Sankaran Nair Rajagopal Independent and Non-Executive Director M M M M M M Audit Committee Nomination Compensation and Corporate Governance Committee Risk Management Committee Financial Resource and Management Committee Corporate Social Responsibility Committee Stakeholders Relationship and Securities Transfer Committee IT-Strategy Committee M = MEMBER | C = CHAIRMAN Board Changes (FY 2024-25): * Mr. Abhijit Sen re-appointed as Independent Director for a second term effective August 28, 2024. # Mr. E.K. Bharat Bhushan appointed as Independent Director effective March 1, 2024. Adv. V.R. Ramachandran and Mr. P. Manomohanan retired from the Board on July 31, 2024. Mr. S.R. Balasubramanian resigned from the Board effective May 9, 2024. Annual Report 2 0 2 4 - 2 5 48
Page 81
Recognised for Impact. Rewarded for Reinvention. Awards and Accolades During the year, Manappuram was honoured with multiple awards that reflect our continued efforts to serve communities, strengthen governance, and uphold responsible business practices. These recognitions highlight the tangible outcomes of our commitment to doing business with purpose. EdelGive Hurun India Award for Exemplary Leadership in CSR CSR Excellence Award – 16th National Conference by FVTRS Economic Times CSR Award Awards and Accolades CORPORATE OVERVIEW FINANCIAL STATEMENTS STATUTORY REPORTS 49
Page 82
STATUTORY REPORTS FINANCIAL STATEMENTS 51 Management Discussion and Analysis 67 Business Responsibility and Sustainability Report 113 Board’s Report 148 Corporate Governance Report 180 Standalone Financial Statements 294 Consolidated Financial Statements
Page 83
Management Discussion and Analysis CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 51 Management Discussion and Analysis Manapuram Finance Limited – An Overview Manappuram Finance Limited (hereafter referred to as “MAFIL” or “the Company”) is a prominent non-banking financial Company (NBFC) in India, headquartered in Valapad, Thrissur, Kerala. Established in 1949, the Company began as a modest money-lending operation. Over the decades, it has evolved into a diversified financial services provider, offering products including gold loans, microfinance, housing finance, vehicle loans, and SME financing. The balanced portfolio underscores the Company’s commitment to catering to diverse financial needs across various customer segments. The Company is the second-largest gold loan provider in the country with a trusted and nationwide reach. The Company is the pioneer in offering online gold loan services through ‘OGL’ product and cellular vaulting mechanism, enabling customers to avail loans 24x7 with minimal documentation from anywhere in the world. The Company’s mobile application is available in different regional languages to cater to all sections of society and regions of the country. The Company operates through several subsidiaries, each specialising in distinct financial services to various customer segments across India: • Asirvad Micr o Finance Limited (AMFL): Acquired in 2015, AMFL is a Non-Banking Financial Company-Micro Finance Institution (NBFC-MFI) focussing on providing microfinance loans to women from low-income households. Its offerings include Income Generating Programme (IGP) loans, product loans, MSME loans, and gold loans. • Manappuram Home Financ e Limited (MAHOFIN): MAHOFIN specialises in affordable housing finance, offering loans for home construction, improvement, and commercial property purchases. • Manappuram Insur ance Brokers Limited (MAIBRO): MAIBRO operates as an insurance brokerage firm, providing life and general insurance products. It has established tie-ups with leading insurance companies to offer competitive quotes and services to customers. • Manappuram Compt ech and Consultants Limited (MACOM): MACOM provides IT solutions, including application development for digital personal loans and loan management systems. Economic Overview Global Economic Overview The global economy experienced modest growth in 2024, with GDP expanding by 3.3%. This performance was underpinned by resilient consumer spending and a rebound in international trade, which grew by 3.8%, a notable recovery from the subdued levels of 2023. Advanced economies contributed to this growth, with the United States leading at 2.8% GDP expansion, bolstered by strong domestic demand and a robust labour market. In contrast, the Euro Area and Japan faced challenges, registering growth rates of 0.9% and 0.1%, respectively, due to persistent energy price pressures and weak external demand. Emerging markets and developing economies displayed varied performances in 2024. China’s economy grew by 5.0%, supported by fiscal measures and a resurgence in manufacturing investment, despite ongoing property sector weaknesses. India continued its upward trajectory, with robust GDP growth positioning it to become the world’s fourth-largest economy by the end of the fiscal year, surpassing Japan. However, other regions like Latin America and Africa faced headwinds from commodity price volatility and high debt servicing costs, which dampened investment and growth prospects. Inflationary pressures began to ease globally in 2024, with headline inflation declining from 6.8% in 2023 to 5.7%. This moderation was facilitated by the unwinding of supply-side constraints and the impact of restrictive monetary policies implemented by central banks worldwide. Notably, the Federal Reserve, European Central Bank, and Bank of England initiated monetary easing in response to moderating inflation and concerns over high financing costs. Despite these positive developments, the global economic landscape remained fraught with uncertainties, including escalating trade tensions and geopolitical risks, which posed challenges to sustained growth. GLOBAL ECONOMIC GROWTH (%) Source: International Monetary Fund (IMF) April 2025 Report (P) - Projected CY 2024 CY 2025(P) 3.3 1.8 4.3 2.8 1.4 3.7 3.0 1.5 3.9 CY 2026(P) Advanced Economy Emerging Market & Developing EconomiesGlobal Economy
Page 84
Annual Report 2 0 2 4 - 2 5 52 Outlook As per IMF’s April 2025 World Economic Outlook, global economic growth is projected to slow to 2.8% in 2025, down from 3.3% in 2024. This deceleration is attributed to escalating trade tensions, particularly the resurgence of protectionist policies by the United States under President Donald Trump’s administration. The imposition of century-high tariffs has disrupted global supply chains, leading to retaliatory measures from key trading partners like China, which has responded with tariffs of up to 146% on U.S. goods. These developments have dampened international trade and heightened policy uncertainty, adversely affecting business investment and consumer confidence worldwide. In 2026, the IMF anticipates a modest recovery, with global growth projected at 3.0%. However, this remains below the historical average of 3.7% observed from 2000 to 2019. Advanced economies are expected to experience subdued growth, with the U.S. forecasted at 1.7% and the Euro Area at 1.2%. Emerging markets and developing economies are projected to grow at 3.9%, with China’s growth forecasted at 4.0%. Persistent trade tensions, elevated public debt, and demographic shifts, including aging populations, continue to constrain economic resilience and growth potential across various economies. (Source: IMF – World Economic Outlook April 2025) Indian Economic Overview Compared to global peers, the Indian economy has exhibited strong resilience amidst global uncertainty and emerged as one of the fastest-growing major economies in the world. Robust domestic demand, structural reforms, and policy support are the major drivers for economic growth. As per the Second Advance Estimates of GDP, India’s GDP growth is expected at 6.5% in the financial year 2024-25, much lower than the 9.2% GDP growth in the financial year 2023-24. This slowdown reflects the combination of domestic challenges, including a sluggish manufacturing sector, persistent food inflation, subdued urban demand, a widening trade deficit, and a decline in private investment activity. Despite the slowdown, India continued a stable growth path, driven by growing services and increased infrastructure spending. Government initiatives to promote digital transformation, financial inclusion, and ease of doing business further supported growth. Efforts to diversify trade and sign new free trade agreements (FTAs) helped to reduce external risks. Rising urbanisation and a growing middle class also contributed to higher consumer spending. Inflation remained a concern in the financial year 2024-25 due to global supply chain disruptions and volatile commodity prices. In response to evolving economic conditions, the Reserve Bank of India (RBI)’s Monetary Policy Committee (MPC) unanimously decided to reduce the repo rate by 25 basis points twice since February 2025, bringing it down to 6% on April 9, 2025 from 6.5%, while maintaining accommodative stance on the economy. Consumer Price Index (CPI) inflation is estimated at 4.9% in the financial year 2024-25, down from 5.4% in the previous year, and is projected to reduce further to 4.0% in the financial year 2025-26. Investment activity is gaining traction on the back of higher capacity utilisation, continued government focus on infrastructure, and strong balance sheets of banks and corporates. While service exports are likely to remain steady, merchandise exports could face headwinds from global uncertainties and trade disruptions. Outlook Key government initiatives are expected to play a pivotal role in sustaining momentum. The Production-Linked Incentive (PLI) schemes continue to attract investment across sectors like electronics, pharmaceuticals, and renewable energy. Capital expenditure by the government, particularly on infrastructure, remains high, targeting roads, railways, and digital connectivity. Reforms in labour laws and a push for logistics efficiency through the PM Gati Shakti platform aim to improve productivity. Additionally, efforts to expand the digital public infrastructure and financial inclusion are enhancing economic participation and efficiency. Led by the government’s push for digital transformation, financial inclusion, substantial investment and ease of doing business, the Indian economy is expected to exhibit strong resilience. As per the RBI estimates, the Indian economy is expected to grow by 6.5% in the financial year 2025-26. Healthy agricultural incomes from normal monsoons, a recovery in industrial activity, and stronger household consumption aided by tax reliefs in Union Budget 2025-26 are expected to support economic growth in the financial year 2025-26. Source: RBI, 2nd advance estimates of Statistics and Programme Implementation (MOSPI) Industry Overview Indian Financial Services Industry The Indian financial services industry is at the cornerstone of the nation’s economic framework, encompassing a broad spectrum of institutions, including banks, non-banking financial companies (NBFCs), insurance firms, asset management companies, and a burgeoning fintech sector. As of 2025, the industry is experiencing significant transformation, propelled by technological advancements, regulatory reforms, and evolving consumer behaviours. Despite global economic headwinds and monetary tightening in several advanced economies, India’s financial services sector has remained resilient. Strong domestic demand, a well-capitalised banking system, and proactive fiscal policies have insulated the economy from major shocks in the past few years. In the financial year 2024-25, the Bank credit growth slowed to 11%, down from 20.2% in the financial year 2023-24, influenced by regulatory tightening, a high base effect, and slower deposit mobilisation. Notable growth was observed in gold and renewable energy loans, while lending in the retail and services sectors experienced a slowdown. Credit to agriculture and allied sectors decelerated sharply to 10.4% in the financial year 2024-25, down from 20% in the financial year 2023-24. Lending to the industrial sector remained largely unchanged at 8% year-on-year, similar to the previous year. However, loans against gold jewellery surged significantly, more than doubling
Page 85
Management Discussion and Analysis CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 53 year-on-year, driven by a nearly 50% increase in gold prices. Additionally, loans to the renewable energy sector recorded an impressive 79% growth, up from 30% in the previous year, highlighting the rising interest in clean energy investments. One of the most significant developments has been the widespread integration of advanced technologies such as artificial intelligence (AI), especially Agentic AI, across the Banking, Financial Services, and Insurance (BFSI) landscape. These tools have enabled financial institutions to automate complex operations, personalise customer interactions, and significantly reduce turnaround times for services. AI-powered systems are increasingly handling everything from credit risk assessments to customer onboarding, providing 24/7 service with minimal human oversight. This has made institutions more agile, efficient, and capable of scaling rapidly without proportionate increases in operational costs. Digital payments & other factors are revolutionising the financial landscape in India, marking a significant shift towards a more efficient and transparent economy. Some of the major growth drivers are: • UPI Dominance: Unified Payments Int erface (UPI) reached over ` 23.6 Lakhs crore in transaction volumes in April 2025, driving a cashless economy. • Smartphone Usage: Growth fuelled by increased smartphone use, affordable mobile data, and government digital literacy initiatives. • Inclusion of small mer chants: Small merchants and Rural consumers are actively engaging in the formal financial ecosystem, boosting transparency and tax compliance. • Regulatory Support : RBI and SEBI frameworks promote innovation while protecting consumer rights; initiatives like lowering risk weights on microfinance enhance credit access. • Entrepreneurial Boost: Schemes such as CGTMSE have enabled Billions in collateral-free lending, stimulating entrepreneurship and rural economies. • Gen Z Engagement: With a significant t ech-savvy Gen Z population, financial institutions are adapting their services to meet demand for convenience and ethical practices, incorporating mobile-first approaches and AI support. Outlook The Indian financial services industry is on the cusp of transformative growth, fuelled by technological innovation, regulatory reforms, and a rapidly evolving consumer base. The adoption of Agentic AI is redefining operations in the BFSI sector by enabling real-time decision-making, automation of complex tasks, and personalised customer engagement. This technological shift, combined with the expansion of digital public infrastructure and the success of UPI, is accelerating financial inclusion across urban and rural India. Government initiatives, such as increased support for MSMEs and regulatory backing for digital lending platforms, are fostering credit access and enhancing financial empowerment. Meanwhile, the Reserve Bank of India is reassessing bank licensing and ownership norms to attract foreign investment and ensure systemic scalability. Looking ahead, the sector’s growth will be bolstered by sustainable finance, the rise of green investments, and the increasing influence of Gen Z consumers who demand digital-first and socially conscious financial services. The mutual fund industry, digital banks, and wealth tech platforms are also expected to thrive, driven by rising incomes and greater investor awareness. With India projected to grow at over 6.5% annually and a proactive policy environment in place, the financial services industry is well-positioned to become a global leader in inclusive, tech-driven financial innovation. Source: https:/ /www.angelone.in/news/bank-credit-growth-slows-to-12- percent-in-fy25-amid-regulatory-curbs?utm_source=chatgpt.com NBFC Sector The Indian Non-Banking Financial Company (NBFC) sector has become a crucial part of the country’s financial framework, complementing traditional banks by addressing the credit needs of underserved populations. As of December 2024, the total outstanding credit by NBFCs reached ` 52 Lakhs crore, and it is projected to exceed ` 60 Lakhs crore by the financial year 2025-26. This growth is largely driven by retail lending, which, along with housing, vehicle, and consumer durables loans, comprises about 58% of the total loan portfolio as of December 2024. The retail lending sector has experienced double-digit growth due to rising consumer demand and improved access to digital credit channels. Moreover, financing for commercial vehicles, small and medium-sized enterprises (SMEs), and personal loans has also expanded, supported by increasing rural incomes and better logistics infrastructure. Digital innovation is a key factor in the sector’s evolution. Partnerships with fintech firms and the use of mobile-first loan origination platforms have enabled NBFCs to serve previously unbanked regions. Many consumers now utilise mobile applications or assisted digital service centres to access financial services. The proliferation of Aadhaar-based KYC and the rapid adoption of UPI-based digital payments have further streamlined loan disbursals. According to ICRA Ratings, credit growth in the NBFC sector was about 17% in the financial year 2022-23 and the financial year 2023-24, but it is expected to moderate to 13–15% in the financial year 2024-25 and the financial year 2025-26. This deceleration is not a sign of weakening fundamentals; rather, it reflects a maturing sector where institutions are balancing risk and growth cautiously. The rising importance of non-traditional sectors, such as electric vehicle (EV) financing and affordable housing, is also noteworthy. NBFCs are playing a significant role in facilitating India’s transition to a green economy, aligning with broader financial inclusion and climate goals.
Page 86
Annual Report 2 0 2 4 - 2 5 54 Changes in funding dynamics are also evident. The Reserve Bank of India’s relaxed risk weight norms for bank lending to NBFCs have increased the flow of bank financing into this sector, allowing NBFCs to reduce reliance on short-term instruments and focus on more stable long-term borrowing. Additionally, regulatory reforms from the Reserve Bank of India are enhancing the transparency and accountability of the NBFC ecosystem. This includes harmonising NBFC norms with those for scheduled commercial banks and implementing stricter asset classification guidelines, ultimately aiming to reduce systemic risks while promoting a level playing field. Outlook The NBFC sector continues to play a crucial role in achieving the Indian government’s financial inclusion objectives. By lending to segments such as small and medium enterprises (SMEs), first-time borrowers, and rural entrepreneurs, NBFCs are helping bridge the credit gap that mainstream banks often fail to address. With the use of digital technology and alternative credit scoring models, these institutions are redefining lending norms for India’s next Billion customers. As the sector looks ahead, the outlook remains optimistic. The NBFC sector will sustain a healthy CAGR of 14–16% over the next three years, supported by India’s expanding digital infrastructure, favourable demographics, and pro-growth policy environment. The continued shift towards digitisation, ESG-compliant lending, and retail-oriented products will shape the NBFC business model of the future. In conclusion, the Indian NBFC sector has matured into a formidable force in the financial services landscape. With a diversified product mix, expanding reach, and a solid regulatory framework, it is well-positioned to meet the evolving needs of India’s dynamic economy. Source: ICRA, NBFC’s credit growth to moderate to 13-15% in FY25 and FY26 from 17% witnessed in last two fiscals: ICRA - The Economic Times Gold Loan Industry The gold loan industry in India has emerged as a highly dynamic segment within the credit landscape, offering expeditious, collateral-backed financing to millions, particularly those who are underserved by the formal banking system. This industry capitalises on India’s cultural affinity for gold and the increasing formalisation of financial services in rural and semi-urban regions. As of the financial year 2023-24, the overall size of the Indian gold loan market was estimated at ` 19.2 Lakhs crore, with organised players accounting for 37% and un-organised players for 63%. The unorganised sector, which encompasses traditional lenders such as local pawnbrokers and family-run lending institutions, continues to exert substantial influence, especially in Tier 2 and Tier 3 towns. Despite the inherent challenges of higher interest rates and limited consumer protection, many borrowers remain reliant on these informal sources due to minimal documentation requirements, immediate fund disbursal, and established trust. 26% 63% FY 2014 FY 2024 Organised players Unorganised players 37% SHARE OF ORGANISED & UN-ORGANISED PLAYERS IN GOLD LOAN INDUSTRY Source: PWC report titled ‘Striking gold: The rise of India’s gold loan market’ dated August 2024 The organised sector, which comprises banks and non-banking financial companies (NBFCs), was valued at approximately ` 7.1 Lakhs crore as of the financial year 2023-24, is experiencing rapid growth, facilitated by a variety of favourable conditions such as enhanced credit risk models, expanded branch networks, and technological advancements that support paperless transactions. Indian households possess an estimated 27,000 tonnes of gold, accounting for about 14% of global gold holdings. Despite this substantial asset base, the gold loan market penetration remains relatively low at 5.6%, indicating significant untapped potential. Regulatory oversight from the Reserve Bank of India (RBI) contributes to increased borrower transparency and strengthens the credibility of lending institutions. Innovations such as doorstep gold appraisal and mobile-based disbursal options are making gold loans more accessible to a broader audience. The southern region of India dominates the gold loan market, accounting for approximately 79% of the total outstanding loans. This dominance is attributed to the cultural significance of gold in southern states and the higher per capita gold holdings in these regions. 74% GEOGRAPHICAL DISTRIBUTION OF GOLD LOANS IN INDIA Gold loan O/S Source: PwC analysis South West North East 4% 79% 10% 7%
Page 87
Management Discussion and Analysis CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 55 Outlook Looking forward, the gold loan industry in India is projected to double in value by the financial year 2028-29, underpinned by several critical trends. A primary factor is the anticipated expansion of the organised sector, which is expected to increase its market share from 37% to over 50% by the financial year 2028-29. This transition is driven by the formalisation of lending practices, enhanced customer experiences, and a growing trust in regulated entities. Furthermore, government initiatives such as the Digital India Mission aim to improve broadband and mobile connectivity in rural areas, thereby enhancing the digital infrastructure required for a swift uptake of gold loans. Overview of Other Business Verticals Microfinance Industry (MFI) The Microfinance Industry (MFI) in India continues to serve as a crucial enabler of financial inclusion by delivering credit and other financial services to underserved and low-income populations. Over time, the sector has evolved considerably, adapting to regulatory frameworks and integrating technological innovations to better serve a wide spectrum of clients. MFIs, especially NBFC-MFIs, have emerged as critical players in advancing the government’s financial inclusion agenda and supporting the development of economically weaker sections. Key government schemes such as the Pradhan Mantri Jan Dhan Yojana (PMJDY), Pradhan Mantri MUDRA Yojana (PMMY), Atal Pension Yojana (APY), and others are designed to extend banking, insurance, and pension coverage to unbanked households. These programs are aligned with the broader vision of “banking the unbanked, securing the unsecured, funding the unfunded, and serving the underserved.” The microfinance sector acts as a vital bridge between formal financial systems and informal economies, contributing significantly to poverty alleviation, women’s empowerment, and grassroots entrepreneurship by meeting the credit needs of the financially excluded. MFI INDUSTRY PERFORMANCE FY24 FY25 1.51 4.34 3.75 1.13 Loan amount disbursed Gross loan portfolio (` Lakhs crore) Source: Issue 53, MFIN Micrometre FY 2024-25 marked a challenging phase for the microfinance industry, as growth momentum moderated following a sustained period of expansion. As of March 2025, the microfinance universe stood at ` 3.75 Lakhs crore in gross loan portfolio (GLP), reflecting a sequential decline from ` 4.34 Lakhs crore Y-o-Y basis. The contraction was led by NBFC-MFIs, banks, and small finance banks (SFBs), whose portfolios declined by 13.7%, 14.7%, and 20.2% respectively on a Y-o-Y basis. NBFCs were the only segment to report a modest growth of 4.1% among other financial institutions. The overall number of unique borrowers stood at 7.8 crore, with regional concentration highest in the East and North-East. Disbursement volumes fell sharply during the year, with ` 1.12 Lakhs crore disbursed across 2.2 crore loan accounts, a drop of over 25% in value terms. Despite muted growth, the industry demonstrated operational resilience through structural shifts. The average loan size increased by 12.3% to ` 50,131, indicating greater ticket sizes amid focused underwritings. However, asset quality pressures intensified, with PAR 31–180 for NBFC-MFIs rising sharply to 6.2% as of March 2025 from 2.0% the previous year. Funding availability also tightened during the period. NBFC-MFIs received ` 57,307 crore in debt funding during the year, a 35.7% reduction year-on-year. The decline in equity base (1.8%) and borrowing (11.9%) reflects the sector’s recalibration towards prudent expansion, higher risk provisioning, and cautious lending strategies. FY 2024-25 was a reset year for many players, the underlying fundamentals of client outreach, technology integration, and borrower diversification remain intact, positioning the industry for a more sustainable rebound. Outlook The microfinance sector is expected to navigate short-term volatility while positioning itself for a measured recovery in FY 2025-26. FY 2024-25 was marked by a contraction in disbursements, rising PAR levels, and lower AUM – signalling a recalibration phase across the industry. However, the sector’s underlying resilience, supported by strong digital adoption, gradual funding diversification, and enabling regulatory oversight, provides a stable foundation for future growth. The focus is expected to shift toward risk-calibrated expansion, driven by deeper penetration into underserved markets, increased support to MSMEs and rural first-time borrowers, and policy tailwinds supporting financial inclusion. Broader economic trends – such as the Union Budget’s infrastructure push, real GDP growth of over 6%, and export-linked microenterprise opportunities – further strengthen the case for revival. As national priorities like Atmanirbhar Bharat and Viksit Bharat 2047 gain momentum, MFIs are poised to play a pivotal role in advancing equitable, technology-enabled, and impact-driven financial empowerment across India. • Automobile industry In the financial year 2024-25, the Indian automobile industry demonstrated resilience and adaptability, achieving record sales in several segments despite global challenges. The sector’s performance was bolstered by strong domestic demand, supportive government policies, and a growing emphasis on sustainable mobility. The industry witnessed a 7.3% growth in domestic sales and a 19.2% increase in exports during the financial year 2024-25, reflecting robust demand both domestically and internationally.
Page 88
Annual Report 2 0 2 4 - 2 5 56 In the financial year 2024-25, the passenger vehicle (PV) segment achieved record sales of 4.3 Million units, marking a 2% increase from the previous year. This growth was primarily driven by sport utility vehicles (SUVs), which comprised nearly 65% of total PV sales. Consumer preferences shifted toward SUVs and compact utility vehicles due to their superior safety, space, and performance. Factors such as technological advancements, more accessible financing options, and improved road infrastructure further bolstered demand. Conver sely, the commercial vehicle (CV) segment experienced a slight contraction, with sales declining 1.2% to 9,56,671 units, attributed to high base effects and sluggish industrial demand. In contrast, two-wheelers achieved impressive sales of 19.6 Million units, reflecting a 9.1% increase, driven by improved rural sentiment and increased disposable incomes. The three-wheeler market also showed signs of recovery, growing by 6.7% to 7,41,420 units as urban mobility needs expanded. Seve ral macroeconomic and structural factors contributed to overall growth in the financial year 2024-25. Chief among them was the increased availability of financing options. Low interest rates, higher loan-to-value ratios, and the expansion of non-banking financial institutions into rural and semi-urban markets played a vital role in boosting vehicle sales. Consumer creditworthiness also improved, allowing more first-time buyers to access financing with ease. (Numbers in Million) Category Financial year 2021-22 Financial year 2022-23 Financial year 2023-24 Financial year 2024-25 Passenger vehicles 3.07 3.89 4.22 4.30 Commercial vehicles 0.72 0.96 0.97 0.96 Three wheelers 0.26 0.49 0.69 0.74 Two wheelers 13.57 15.86 17.97 19.61 Grand total 17.62 21.20 23.86 25.61 Source: Society of Indian Automobile Manufacturers (SIAM) Vehicle Finance Industry Vehicle financing continues to play a pivotal role in the Indian automobile industry, influencing consumer purchasing decisions and market dynamics. Improved credit availability and favourable interest rates have enhanced consumer access to vehicle loans. The availability of financing options has significantly contributed to the growth in vehicle sales across segments. Affordable financing schemes have made vehicle ownership more accessible, particularly in semi-urban and rural areas. Outlook Concurrently, the vehicle financing sector in India is set for substantial growth, driven by rising vehicle prices, increasing aspirations for vehicle ownership, and greater credit penetration in underbanked regions. Financial institutions, including banks, non-banking financial companies (NBFCs), and fintech firms, are expected to broaden their outreach through digital platforms, offering tailored financing solutions with expedited disbursement processes. The shift toward digital lending and AI-driven credit assessments is enhancing approval timelines and mitigating default risks, thereby facilitating access to credit for first-time buyers, particularly in Tier 2 and Tier 3 cities. Furthermore, an increase in disposable incomes, improved credit ratings, and supportive regulatory frameworks from the Reserve Bank of India (RBI) are anticipated to accelerate growth within the vehicle financing sector, underpinning the broader expansion of the automotive industry. Housing Finance industry The Indian housing finance industry plays a pivotal role in driving economic growth, ensuring inclusive development, and meeting the basic human need for shelter. In a country with a population exceeding 1.4 Billion and rapidly accelerating urbanisation, the importance of a robust housing finance ecosystem cannot be overstated. The industry has evolved significantly over the last few decades, supported by favourable demographics, a growing middle class, proactive government policies, and increased private participation.
Page 89
Management Discussion and Analysis CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 57 As of 2025, the Indian housing finance market is valued at approximately ` 33.3 Lakhs crore, with projections suggesting it could grow at a compound annual growth rate (CAGR) of around 15% to reach ` 77–81 Lakhs crore by the financial year 2029-30. This expansion is driven by rising urban migration, improving income levels, financial inclusion initiatives, and enhanced focus on affordable housing. In India, the housing finance sector has been buoyed by government initiatives such as the Pradhan Mantri Awas Yojana (PMAY), which aims to provide affordable housing for all by 2022. As of March 31, 2025, the loan disbursement in the housing finance sector is expected to exceed ` 25 Lakhs crore, marking an uptrend driven by both individual consumers and real estate developers. The regulatory landscape governing housing finance is pivotal to fostering market stability and protecting consumer interests. Regulatory bodies, including the Reserve Bank of India (RBI), have introduced various guidelines to enhance transparency and ensure responsible lending. Recent policies emphasise the need for greater financial literacy among consumers, which is crucial for long-term sustainability. The implementation of the Real Estate (Regulation and Development) Act, 2016, has also been instrumental in regulating the housing sector, ensuring that buyers are well protected. Additionally, regulatory efforts have led to an increase in the entry of non-banking financial companies (NBFCs) into the housing finance market, which has diversified lending options for consumers. The housing finance market offers a variety of loan products catering to the diverse needs of borrowers. Home purchase loans remain the most popular, accounting for approximately 60% of total housing finance. Other prevalent products include home improvement loans (which have gained traction due to the rise in home renovation projects) and loans against property, allowing homeowners to leverage their property’s equity. Technological innovation is reshaping the housing finance sector, providing new opportunities for efficiency and customer engagement. Digital platforms are increasingly being used to simplify the loan application process, enabling consumers to apply for mortgages online. The adoption of artificial intelligence and big data analytics in the underwriting process has enhanced risk assessment, allowing lenders to make informed decisions rapidly. These advancements contribute to a more seamless and user-friendly experience for consumers seeking loans. Outlook The future outlook for the housing finance industry appears promising, driven by a combination of demographic shifts, technological advancements, and supportive government policies. As urbanisation continues to accelerate, particularly in emerging markets, the demand for housing is expected to rise significantly. According to various projections, housing finance is anticipated to experience a compound annual growth rate (CAGR) of around 9.7% through 2030. Factors such as increased disposable income, favourable interest rates, and government initiatives like affordable housing schemes are likely to stimulate home buying. Additionally, the shift toward remote work due to the COVID-19 pandemic has prompted many individuals to reassess their housing needs, increasing demand for homes in sub-urban and semi-urban areas. This trend is expected to persist, leading to diverse financing options that cater to a wider range of customers, including first-time homebuyers and those seeking eco-friendly properties. Technological innovation will play a crucial role in transforming the housing finance landscape. The integration of advanced technologies such as artificial intelligence, blockchain, and big data analytics will enhance underwriting processes, streamline loan applications, and improve risk assessment. Additionally, the Source: National Housing Bank, CareEdge Ratings HOUSING FINANCE INDUSTRY MARKET SIZE (IN ` LAKHS CRORE) ` Trillion Mar-19 Mar-20 Mar-21 Mar-22 Mar-23 Mar-24 Mar-30E 0 10 20 30 40 50 60 70 80 90 77.1-81.2 33.3 28.625.122.220.018.0 CAGR: 13% CAGR: 15-16%
Page 90
Annual Report 2 0 2 4 - 2 5 58 rising importance of sustainability in home buying will encourage lenders to develop green financing products aimed at promoting energy-efficient housing. As consumers increasingly prioritise environmental considerations, housing finance institutions that incorporate sustainability into their offerings will gain a competitive advantage. Overall, the housing finance industry is poised for robust growth, characterised by innovation, adaptability, and a focus on consumer needs. Source: https:/ /www.careratings.com/uploads/newsfiles/1743423679_ Housing%20Finance%20-%20CareEdge%20Report.pdf https:/ /www.custommarketinsights.com/report/india-housing-finance- market/ Insurance industry The Indian insurance industry is a vital part of the country’s financial services sector, playing a key role in economic growth and financial inclusion. Over the last three decades, it has transformed from a government-controlled monopoly into a vibrant, competitive market driven by private players and foreign investment. The industry provides risk protection to millions of individuals and businesses, mobilises long-term savings, and supports social welfare initiatives. 17.91 20.04 2.00 Total Private life insurers 5.13 16.67 -4.04 1.86 12.11 9.80 Source: Life Insurance Council FY23 FY24 FY25 (%) TRACKING NBP GROWTH LIC In the financial year 2024-25, the Indian life insurance industry recorded a total New Business Premium (NBP) of ` 3.97 Lakhs crore, reflecting a 5.13% year-on-year growth over the financial year 2023-24. This growth came despite macroeconomic headwinds and evolving regulatory changes. The Life Insurance Corporation of India (LIC) remained the largest contributor, with ` 2.26 Lakhs crore in NBP, while private life insurers collectively contributed ` 1.71 Lakhs crore. Notably, individual new business premiums rose by 11% year-on-year, underscoring rising demand for retail protection and long-term savings products. Growth was also supported by strong demand for non-participating guaranteed plans, which offered stable returns amid high interest rates. Overall, NBP data for the financial year 2024-25 signals steady industry momentum, underpinned by strategic distribution, improved product positioning, and increased consumer financial awareness. While premium growth moderated slightly, structural improvements were evident across the sector. Digital adoption deepened, especially in Tier 2 and 3 cities, enabling efficient customer acquisition and servicing. Persistency ratios improved, supported by better policyholder engagement and data-driven customer retention strategies. Product innovation also accelerated, with a strong push for retirement and annuity products addressing the needs of an aging population. In the financial year 2024-25, India’s non-life insurance industry crossed a significant milestone by surpassing ` 3 Lakhs crore in gross direct premium underwritten (GDPI). However, this landmark achievement was accompanied by a slowdown in growth, with the industry expanding by only 6.2% compared to a more robust 12.8% in the financial year 2023-24. This marked halving of growth reflects a host of structural changes and market pressures, most notably the implementation of the 1/n rule, which changed the way long-term policy premiums are recognised. Gross Direct Premium Underwritten (GDPI) in ` crore Insurers Financial Year 2022-23 Financial Year 2023-24 Financial Year 2024-25 Financial Year 2023-24 growth Financial Year 2024-25 growth Public General Insurers 82,891.3 90,252.1 95,196.0 8.9% 5.5% Specialised PSU Insurers 15,817.3 11,190.4 11,106.5 -29.3% -0.07% Private General Insurers 1,31,941.8 1,55,090.5 1,62,895.7 17.5% 5.0% SAHI 26,243.9 33,119.3 38,413.6 26.2% 16.0% Total 2,56,894.2 2,89,652.3 3,07,611.8 12.8% 6.2% Public sector general insurers collectively grew by 5.5% in the financial year 2024-25, slightly improving their market performance. This growth was driven largely by strong gains in retail health and motor insurance, two areas where public players still maintain a presence. In contrast, private general insurers, while continuing to dominate the overall market in terms of volume, experienced a significant deceleration with only 5.0% growth, down from 17.5% the year prior. Outlook The insurance industry in India is poised for robust growth over the next decade, driven by rising income levels, increased awareness, and digital transformation. Life insurance penetration remains low at 2.8% of GDP, indicating significant headroom for expansion. The sector is expected to grow at a compound annual growth rate (CAGR) of 10–12%, fuelled by greater adoption in Tier 2 and 3 cities, a younger demographic entering the workforce, and evolving consumer preferences toward protection and retirement products. Regulatory reforms by the Insurance Regulatory and Development Authority of India (IRDAI), such as simplified product approvals, increased FDI limits (up to 100%), and emphasis on financial inclusion, are creating a more investor- and
Page 91
Management Discussion and Analysis CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 59 consumer-friendly environment. Technological advancements like AI, data analytics, and digital onboarding are improving underwriting, fraud detection, and customer experience. Moreover, insurers are diversifying products to cater to niche segments, such as women, gig workers, and the elderly, while integrating ESG goals into investment strategies. As insurers increasingly position themselves as holistic financial solution providers, the industry will play a key role in India’s socio-economic development by offering risk protection, long-term savings, and capital mobilisation for infrastructure and nation-building. Source: CARE edge https:/ /economictimes.indiatimes.com/industry/banking/finance/insure/ life-insurers-record-marginal-5-rise-in-new-premium-collection-in- fy25/articleshow/120560097.cms?from=mdr Business Review The Company operates under a specialised and resilient business model that is primarily centred on gold loans, while also diversifying into a range of financial services, including microfinance, vehicle and equipment financing, affordable housing loans, and small and medium-sized enterprise (SME) lending. The core focus on gold loans is grounded in a high-velocity, low-ticket model that capitalises on India’s substantial household gold reserves. By providing short-term loans against gold jewellery, the Company effectively addresses the immediate liquidity needs of customers, particularly in semi-urban and rural areas where access to formal credit is limited. This model thrives on high asset turnover and collateralised lending, ensuring security, while the short loan tenures serve to mitigate credit risk. A distinctive feature of the Company’s offerings is its extensive branch network, boasting over 4,100 locations across 25 Indian states, thereby ensuring significant reach into underserved markets. Such deep penetration, especially in Tier 2 and Tier 3 cities, strategically positions the Company for success. Furthermore, another key differentiator is its swift service; gold loans are approved within minutes, facilitated by standardised appraisal processes and real-time credit evaluations. The decentralised operational model empowers local branches with autonomy within defined policy frameworks, promoting both agility and responsiveness. In addition, the Company’s strong brand equity, cultivated over decades, establishes a foundation of trust among customers, an essential asset in the gold loan industry, where emotional and cultural ties to collateral are profound. The Company’s proactive approach to technology adoption further reinforces its business model and competitive advantage. Through the development of digital capabilities, customers are afforded the convenience of applying for and managing gold loans via mobile and online platforms. This includes the innovative “Online Gold Loan” product, which allows for disbursements without requiring branch visits. The digital interface is seamlessly integrated with real-time customer KYC processes, repayment schedules, and repledging options, thereby enhancing both convenience and efficiency. Business Performance in the Financial Year 2024-25 The Company has experienced significant growth in both business volume and profitability, positioning itself well for sustained success. The consolidated Assets under Management (AUM) grew by 2.3% YoY to ` 43,034 crore in the financial year 2024-25 from ` 42,070 crore reported in the previous fiscal year. Operating income stood at ` 10,041 crore in the financial year 2024-25, marking an increase of 13.5% compared to ` 8,848 crore in the financial year 2023-24. Primarily due to a sharp increase in provision of doubtful debts to ` 1,963 crore as compared to ` 578 crore in the previous year, Consolidated PAT (before OCI and Minority Interest) reduced to ` 1,204 crore, a reduction by 45.2%, compared to ` 2,197 crore in the preceding year. The Company reported a consolidated return on equity (ROE) of 10.0% and return on assets (ROA) of 2.5%. The Company’s gold loan business constituted 59.5% of the consolidated AUM, and the remaining 40.5% comprised non-gold businesses such as microfinance, vehicle, housing, and SME finance. Gold loan AUM increased by 18.7% YoY to ` 25,586 crore as against ` 21,561 crore in the previous year. As of March 31, 2025, the number of active gold loan customers stood at 2.58 Million. With an average ticket size of ` 67,800, the Company’s gold loan portfolio is extremely resistant to gold price fluctuations. Gold Loan LTV stood at 57% as on March 31, 2025. The Company’s gold holdings stood at 56.4 tonnes as on March 31, 2025 compared to 58.8 tonnes at the end of the previous year. The online gold loan (OGL) book represented 82% of the overall gold loan. The Company’s Vehicle and Equipment Finance division closed the year with an AUM of ` 4,773 crore compared to ` 4,111 crore at the end of the previous year, reflecting 16.1% YoY growth. The Company’s microfinance (MFI) subsidiary, Asirvad Micro Finance Limited (AMFL), recorded a turnover of ` 27,054 Million during the financial year ended March 31, 2025, as compared to ` 26,813 Million in the previous financial year ended March 31, 2024 – representing a 0.90% year-on-year growth in revenue from operations. However, the company reported a net loss of ` 6,387.17 Million for FY 2024-25, as against a net profit of `4,583 Million in FY 2023-24. The loss before tax for the financial year reflected a decline of 230.46% over the corresponding period of the previous year. CRISIL reaffirmed its rating of AMFL at ‘AA-minus stable’, underscoring the company’s sound fundamentals and liquidity profile, despite near-term profitability challenges. While the microfinance industry remains inherently cyclical, influenced by socio-economic dynamics and external disruptions, the regulatory environment has continued to be supportive – providing stability through guidelines aimed at responsible lending, customer protection, and pricing standardisation. Encouragingly, greenshoots are now apparent, with improving collection efficiencies, rural demand recovery, and enhanced borrower engagement indicating the early signs of a sectoral rebound. In line with its broader financial inclusion agenda, AMFL has also expanded its product suite to include gold loans, further diversifying its offerings and enhancing secured lending access for underserved women borrowers.
Page 92
Annual Report 2 0 2 4 - 2 5 60 Regulatory Action and Resolution Status of Asirvad Micro Finance Limited: On October 17, 2024, the Reserve Bank of India (RBI), under Section 45L(1)(b) of the Reserve Bank of India Act, 1934, imposed supervisory restrictions on Asirvad Micro Finance Limited, a subsidiary company, based on certain concerns observed during an onsite inspection with reference to the financial position as of March 31, 2024. Consequently, the RBI directed the subsidiary company to cease and desist from sanctioning or disbursing new loans, effective from October 21, 2024. However, the company was permitted to continue servicing its existing customers and to carry out collection and recovery processes in accordance with the applicable regulatory guidelines. The Board of Directors of the subsidiary company thoroughly reviewed the implications of these directions and constituted a team to implement corrective actions and revise policies and procedures as necessary. The management of the subsidiary company remains confident that these measures will address and resolve all issues raised by the RBI. The company is committed to upholding the highest standards of regulatory compliance, both in letter and in spirit. The Group has conducted a thorough assessment of its going concern status and does not anticipate any challenges. Specifically: 1. The subsidiary company has adequate funds t o support its operational expenses and meet its repayment obligations for the next twelve (12) months. 2. Cost Control: The c ompany has identified and is in the process of implementing cost-control measures, including the reduction of major discretionary expenditures. These actions are expected to ensure that the subsidiary company’s projected cash flows over the next twelve (12) months will be sufficient to meet its financial obligations, maintain robust capital adequacy, and gradually restore financial resilience. The Group is confident of resolving all issues raised by the RBI and has prepared the financial results of the subsidiary company on a going concern basis. The business restrictions imposed by the RBI vide its order dated October 17, 2024, on Asirvad Micro Finance Limited were lifted by the RBI vide its order dated January 08, 2025. The Company’s home finance subsidiary, Manappuram Home Finance Limited, recorded an AUM of ` 1,824 crore at the end of the financial year 2024-25, a growth of 20.79% as against ` 1,510 crore at the end of the previous fiscal. The total borrowing of the Company on a consolidated basis was a ` 35,404 crore at the end of the financial year 2024-25. On the liquidity front, the Company has not encountered any obstacles in securing funds for growth. It anticipates no hurdles in funding its plans and remains well-positioned with its strong ALM and access to diversified sources of funds. The Company recorded financial expenses of ` 3,575 crore in the financial year 2024-25 and closing AUM increased by 2.3% YoY. Employee expenses increased to ` 1,842 crore in the financial year 2024-25 from ` 1,597 crore in the previous year. The Company has implemented several cost rationalisation measures. Additionally, there is substantial operating expense leverage as the Company’s new branches mature. The Company’s consolidated net worth increased to ` 12,432 crore in the financial year 2024-25 from ` 11,548 crore the previous year. The book value per share stood at ` 146.9. Consolidated earnings per share (EPS) for the year stood at ` 14.2, while the capital adequacy ratio (standalone) was maintained at 31%. The Company’s gross non-performing assets (GNPA) was 2.8% and the net NPA position of the standalone entity stood at 2.5%. The Company’s total number of consolidated live customers in the financial year 2024-25 stood at 5.44 Million compared to 6.77 Million in the financial year 2023-24. Credit Rating The credit rating details of the Company as of March 31, 2025 were as follows: Credit Rating Agency Type of facility March 31, 2025 Mar ch 31, 2024 ` in crore Rating ` in crore Rating CRISIL Bank Loan Facility Long Term 7,585 CRISIL AA/Stable 6,995.00 CRISIL AA/Stable Bank Loan Facility Short T erm 4,415 CRISIL A1+ 2,505.00 CRISIL A1+ Non-Convertibl e Debentures 4,064.77 CRISIL AA/Stable 4,522.80 CRISIL AA/Stable Commercial Paper 4,000 CRISIL A1+ 4,000.00 CRISIL A1+ CARE Bank Loan Facility Long Term 9,490 CARE AA Stable 8,605.00 CARE AA Stable Bank Loan Facility Short T erm 5,510 CARE A1+ 5,395.00 CARE A1+ Non-Convertibl e Debentures 1,360.25 CARE AA Stable 1,610.25 CARE AA Stable Commercial Paper 4,000.00 CARE A1+ 4,000.00 CARE A1+ Brickw ork Non-Convertible Debentures 790.37 BWR AA (Stable) 950.62 BWR AA (Stable)
Page 93
Management Discussion and Analysis CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 61 International Credit Rating Credit Rating Agency Type of facility March 31, 2025 Mar ch 31, 2024 ` in crore Rating ` in crore Rating S&P Senior Secured Notes 2,506.05 BB-/Stable 0 FITCH Senior Secur ed Notes 2,506.05 BB-/Stable 0 Asset Quality The Company has strong credit underwriting, data-driven early warning systems, and tech-enabled collections. Additionally, Portfolio diversification and forward-looking provisioning further enhance resilience against delinquencies. Gross NPA stood at 2.8% in the financial year 2024-25 compared to 1.9% in the financial year 2023-24, while net NPA stood at 2.5% in the financial year 2024-25 as against 1.7% in the financial year 2023-24. Digital Transformation The Company has established itself as a leader in the digital transformation of India’s non-banking financial sector, implementing a meticulous strategy that emphasises innovation, differentiation, and execution. By adopting core banking systems at an early stage, the Company has facilitated real-time connectivity across its branches, significantly streamlining the disbursement of gold loans while simultaneously enhancing risk management protocols. In a pioneering move, the Company launched the Online Gold Loan (OGL) platform, which empowers customers to pledge gold and access funds remotely. This initiative has seen substantial uptake, particularly during the pandemic, where it accounted for nearly 70% of the Company’s gold loan business. To further bolster its digital outreach, the Company introduced the Ma-Money app, a comprehensive digital lending platform that offers a diverse range of loans – including personal, business, and sector-specific loans – targeting primarily customers in tier 2 and tier 3 cities. The Company’s unwavering commitment to technological advancement is reflected in its integration of cutting-edge tools such as Robotic Process Automation (RPA), the Internet of Things (IoT), blockchain technology, and cloud computing. These innovations significantly enhance both operational efficiency and the overall customer experience. Additionally, the Company’s transition to a paperless workflow management system underscores its commitment to sustainability and operational efficiency. By migrating its IT infrastructure to Oracle’s second-generation cloud, the Company anticipates considerable performance enhancements and cost reductions, allowing its IT team to focus on driving innovation and providing robust support for core business functions. Collectively, these strategic initiatives reflect the Company’s dedication to leveraging technology for holistic growth, thereby ensuring improved customer service, ongoing employee development, and sustainable operational practices. Through these efforts, the Company is not only positioning itself as a trailblazer in the financial sector but also contributing to the overall evolution of digital financial services in India. SWOT analysis Strengths Leadership Presence The Company is a well-established leader in the gold loan segment, commanding strong brand recall and customer trust across India, particularly in southern states. Its longstanding experience, grassroots reach, and understanding of local markets offer an edge in informal lending ecosystems. Customers value its fast turnaround times and flexible structures, especially in emergency scenarios. This leadership enables the Company to retain pricing power, negotiate favourable funding, and stay resilient during sectoral disruptions. The combination of reputation, customer loyalty, and regional dominance forms a durable competitive advantage in a fragmented NBFC landscape. Diversified Portfolio Beyond gold loans, the Company has built a diversified portfolio that includes microfinance, affordable housing loans, vehicle finance, and SME lending. This diversification helps in risk dispersion, revenue stabilisation, and broader market capture. It enables the business to remain agile and responsive to sectoral trends and economic shifts. Cross-sell synergies and integrated customer lifecycle management also improve operational leverage. The ability to cater to different credit profiles – rural borrowers, self-employed professionals, and small business owners – positions the Company as a one-stop solution for financial needs in underserved markets. Robust Capital Structure The Company enjoys robust capital adequacy, which provides financial resilience, strategic flexibility, and stakeholder confidence. Its capital structure is managed conservatively, with adequate buffers to support growth, absorb losses, and meet regulatory requirements. Strong capitalisation also facilitates access to funding at competitive rates and allows the Company to underwrite higher-risk portfolios responsibly. This strength supports the pursuit of long-term objectives – expansion, digitisation, and product diversification – without compromising prudence. It’s particularly vital in volatile financial markets, were investor and lender confidence hinges on capital health. Stable Asset-Liability Profile Supported by the secured and short-term nature of gold loans, the Company maintains a naturally self-liquidating portfolio, reducing the risk of asset-liability mismatches. Its lending and borrowing maturities are well-aligned, and liquidity management
Page 94
Annual Report 2 0 2 4 - 2 5 62 is proactive, with healthy coverage ratios and buffer reserves. The business model inherently reduces rollover risk and dependence on volatile market instruments. During periods of tight liquidity or rising interest rates, this stability protects profitability and operational continuity. The Company also monitors stress scenarios and interest rate exposures to preserve balance sheet strength. Technology-Driven Operations Digitalisation plays a pivotal role in the Company’s operational efficiency and customer experience. From paperless onboarding to AI-driven risk analytics and mobile apps for servicing, the Company has embraced technology at scale. It enables faster disbursals, real-time monitoring, and superior customer insights. Automation in underwriting and collections reduces human error and operational cost. Cloud adoption and centralised systems also offer scalability and flexibility. In an increasingly tech-centric lending landscape, this investment in digital capabilities positions the Company to compete effectively and adapt to evolving customer expectations. Extensive Physical Network With thousands of branches spread across India, particularly in Tier II and Tier III cities, the Company has built a formidable physical distribution network. This presence is key to accessing the rural and semi-urban customer base that lacks formal banking access. The network supports not just acquisition but also ongoing service delivery, collections, and customer engagement. It enhances the Company’s ability to grow deeper into underserved geographies. Additionally, it enables the Company to combine the strengths of digital innovation with on-ground relationships, offering a true phygital model. Weaknesses and Mitigating Strategies 1. Limited Market Shar e in the Broader Lending Space While Manappuram Finance Limited maintains a dominant position in the gold l oan segment, its market share across other lending verticals – such as housing finance, MSME lending, and unsecured personal loans – remains comparatively modest. The Company faces strong competition from banks, large non-banking financial companies (NBFCs), and fintech players in these categories, which poses challenges in achieving meaningful scale and portfolio diversification. Mitigating-Strategy: The Company has adopted a strat egic diversification roadmap, expanding its presence in allied segments and other business verticals like vehicle finance, MSME & personal loan business, Forex & money transfer and also through its subsidiaries and business verticals such as Asirvad Microfinance, Manappuram Home Finance, and vehicle finance. Investments in digital underwriting, data analytics, and risk-based pricing models are enabling prudent expansion into newer geographies and customer profiles. Targeted brand-building initiatives and focussed product innovation are underway to position the Company competitively in non-gold lending categories. These efforts are expected to progressively de-risk the portfolio and create sustainable revenue streams beyond the core gold loan business. 2. Elevated Operating Cost Structure The Company’s branch-intensive model, combined with substantial r egulatory compliance, security requirements, and localised customer service operations, results in a relatively high cost-to-income ratio compared to digital-native peers. This structural cost pressure can impact profitability, especially in periods of interest rate volatility or muted credit demand. Mitigating-Strategy: Manappuram has initiated a c ompany-wide operational efficiency programme aimed at optimising cost structures while maintaining service quality. Key initiatives include automation of back-office processes, digitisation of customer interfaces, deployment of centralised loan processing systems including online gold loan system, and selective rationalisation of physical infrastructure. Emphasis is being placed on leveraging technology to reduce turnaround times, minimise manual interventions, and improve staff productivity. Over the medium term, these measures are expected to enhance operational efficiency and strengthen the Company’s ability to scale new business lines without proportionate increases in overhead. 3. Inability to Ac cept Public Deposits As a non-deposit-taking NBFC, the Company is restricted from mobilising r etail public deposits. This limits access to long-tenure, low-cost funding and increases dependence on market instruments, bank borrowings, and institutional financing. Such dependency can lead to funding cost fluctuations during periods of sectoral stress or tightening liquidity. Mitigating-Strategy: The Company maintains a well-diversified borrowing mix, dr awing from banks, mutual funds, debt markets through non-convertible debt instruments, securitisation transactions, and external commercial borrowings. Proactive treasury management and strong institutional relationships have enabled access to competitively priced capital. In addition, Manappuram follows a conservative asset-liability management (ALM) framework, ensuring liquidity buffers and timely refinancing of obligations. While regulatory restrictions on deposit-taking remain unchanged, the Company continues to explore innovative funding structures to ensure financial flexibility and resilience under varying market conditions. The Company remains focussed on proactively addressing these structural challenges through strategic investments, disciplined execution, and a forward-looking risk management approach. These measures are integral to strengthening its competitive positioning and ensuring long-term value creation for all stakeholders.
Page 95
Management Discussion and Analysis CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 63 Opportunities Favourable Interest Rate Cycle Softening interest rates or accommodative monetary policy cycles can significantly benefit the Company by lowering its cost of borrowing. As a lender heavily reliant on wholesale funding, cheaper credit enhances profitability and supports lending at competitive rates. Lower interest rates also increase loan demand across microfinance, housing, and SME segments. By actively managing its liability profile during rate easing, the Company can widen spreads and expand into newer products while maintaining risk-adjusted returns. This macroeconomic tailwind creates a conducive environment for business growth and margin improvement. Deeper Penetration into the Unorganised Sector A significant portion of India’s credit demand remains unserved or underserved by formal institutions. The unorganised sector, particularly in rural and semi-urban India, offers a vast opportunity for expansion. The Company’s grassroots presence, operational expertise, and ability to underwrite unconventional borrowers place it in a strong position to deepen market penetration. By leveraging alternate data, relationship-driven selling, and localised product designs, it can extend financial access to self-employed individuals, small traders, and informal workers. This expansion aligns with national financial inclusion priorities and strengthens long-term customer loyalty. Supportive Government Initiatives Government schemes such as PMMY (Pradhan Mantri Mudra Yojana), rural housing subsidies, and regulatory encouragement for NBFC participation in priority sector lending offer growth opportunities. Policies that promote financial inclusion, digitisation of credit, and infrastructure development improve borrower visibility and creditworthiness, especially in rural areas. Public-sector bank outreach limitations also create space for agile NBFCs to step in. By aligning with these initiatives, the Company can co-lend, access refinance support, and expand product offerings under regulatory tailwinds, contributing to inclusive growth while building stable portfolios. Emergence of New Technologies Digital transformation across lending, collections, and risk analytics presents immense opportunities for operational efficiency and customer reach. Technologies like AI/ML for credit scoring, blockchain for collateral tracking, and digital identity tools reduce costs, improve accuracy, and mitigate fraud. The Company can use mobile-first platforms and automation to scale efficiently in remote regions while offering a seamless borrower experience. Tech-driven underwriting can also unlock credit to thin-file or informal customers. Early adoption of such innovations can position the Company as a forward-looking player in an increasingly digital lending ecosystem. Threats Intense Competition Across Segments The lending landscape is increasingly crowded, with banks, large NBFCs, fintechs, and even peer-to-peer platforms targeting the same customer base. Gold loans, once niche, now attract competition from aggressive fintechs and regional banks offering low rates and digital disbursement. In other segments like housing or MSME, incumbents have scale and branding advantages. This intense competition could lead to margin compression, higher acquisition costs, and portfolio cannibalisation. Sustaining growth while protecting asset quality and pricing power will require continuous innovation and deep customer engagement. Customer Retention and Employee Attrition Risks As competition intensifies, retaining both customers and skilled personnel is increasingly difficult. Borrowers have more choices and may switch to digital or lower-cost options. Meanwhile, trained employees with field experience and credit know-how are highly sought after by competitors. High attrition raises the costs of hiring and training, affects service quality, and risks data leakage. Retention strategies, including incentive structures, training, and career planning, are essential to maintain continuity. Strengthening customer loyalty through service excellence and personalisation can help mitigate churn and maintain stable revenues. Operational Risks and Internal Control Gaps Operating across thousands of decentralised locations increases exposure to fraud, process lapses, and human errors. Risks include cash mismanagement, collateral mishandling, IT system failures, and data breaches. Any failure in control mechanisms can result in financial loss, reputational damage, or regulatory penalties. While the Company has strong internal audit and compliance frameworks, continuous vigilance is required to address evolving threats. Cybersecurity risks are also growing with increased digitisation. Investing in robust internal systems, employee training, and incident response mechanisms is critical to minimising operational vulnerabilities. Macroeconomic Volatility and External Shocks NBFCs are sensitive to broader economic trends, such as inflation, unemployment, and rural income shocks. Slowdowns can reduce credit demand, impair borrower repayment capacity, and strain asset quality. For the Company, the customer base includes informal workers and micro-entrepreneurs; these effects can be pronounced. External shocks like pandemics, geopolitical events, or commodity fluctuations may disrupt liquidity, funding, or customer behaviour. Interest rate volatility also affects borrowing costs and portfolio yield. Maintaining financial flexibility, conservative provisioning, and strong asset-liability management is essential to navigate such uncertainties. Financial Review The following table illustrates the standalone and consolidated financials of the Company for the financial year 2024-25, including revenues, expenses, and profits.
Page 96
Annual Report 2 0 2 4 - 2 5 64 Consolidated Results at a Glance (in ` crore) Particulars Financial Year 2021-22 Financial Year 2022-23 Financial Year 2023-24 Financial Year 2024-25 % growth Income from operations 6,061 6,684 8,848 10,007 13.10% Profit before tax 1,784 2,041 2,960 1,666 -43.72% Profit after tax (after minority interest) 1,329 1,500 2,197 1,204 -45.22% AUM 30,261 35,452 42,070 43,034 2.29% Net Worth 8,368 9,645 11,548 12,432 7.66% RoA (%) 4.08 4.10 5.10 2.5 -50.98% RoE (%) 16.95 16.60 20.7 10.0 -51.69% No. of branches 5,053 5,057 5,286 5,359 1.38% Total No. of employees 41,396 48,369 51,004 51,647 1.26% Standalone Results at a Glance (in ` crore) Particulars Financial Year 2022-23 Financial Year 2023-24 Financial Year 2024-25 % change AUM 24,446 28,679 33,021 15.14% Gold loan AUM 19,041 20,656 24,658 19.37% Gold Holding (Tonnes) 58.00 56.34 54.20 -3.80% Live Gold Loan Customers (Million) 2.30 2.37 2.44 2.78% Gold Loans Disbursed 1,293.14 1,190.84 1,452.90 22.01 Capital Adequacy Ratio 31.70 30.58 30.91% 1.08% Cost of Fund 7.90 8.60 9.21% 7.09% Gross NPA (%) 1.33 1.93 2.77 43.52% Net NPA (%) 1.15 1.70 2.43 42.94% Number of Branches 3,524 3,524 3,524 0% CV Loans (AUM) 2,455 4,111 4,773 16.11% Key Financial Ratios Particulars Financial Year 2022-23 Financial Year 2023-24 Financial Year 2024-25 Return on Net Worth (%) 14.97 16.30 14.20 Basic EPS (after exceptional items) 14.96 19.59 21.07 Interest Coverage Ratio 2.14 2.22 2.00 Current Ratio 1.96 1.78 2.20 Debt Equity Ratio 2.14 2.17 2.29 Operating Profit Margin (%) 38.92 41.33 37.32 Net Profit Margin (%) 26.23 28.32 25.79 Risk Management In the dynamic landscape of financial services, risk management stands as a cornerstone for the sustainability and growth of institutions. The Company, a prominent non-banking financial institution in India, operating within a highly regulated and competitive environment, the Company faces a multitude of risks that can impact its operations and profitability. Effective risk mitigation involves a proactive approach to identifying potential exposures, evaluating their magnitude, setting risk tolerance limits, and deploying response plans. Through robust governance structures, stringent policies and procedures, and continuous monitoring and assessment, the Company effectively mitigates risks across various domains. By embedding risk management into its strategic and operational framework, the Company not only safeguards its assets and reputation but also builds resilience in a dynamic and competitive environment. Credit Risk Credit risk arises when borrowers fail to meet their contractual obligations, leading to potential losses for the lender. For the Company, this risk is inherent in its lending activities, particularly in unsecured segments like microfinance and SME loans. To mitigate credit risk, the Company employs stringent underwriting norms tailored to each loan product. Credit evaluation tools include borrower profiling, financial history analysis, and risk categorisation. In secured lending, the value and liquidity of collateral are continuously monitored to ensure adequate coverage.
Page 97
Management Discussion and Analysis CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 65 The Company also adopts a segmented portfolio approach to diversify exposure and avoid concentration risk. Automated loan processing systems and centralised decision-making hubs reduce human bias and ensure policy compliance. Early warning systems help identify delinquency patterns, enabling timely remedial measures such as restructuring or intensified collections. Technology Risk Technology risk refers to the potential for losses resulting from failures or deficiencies in the Company’s information technology systems. This includes risks related to system downtime, software errors, cybersecurity threats, data breaches, obsolescence of IT infrastructure, and dependency on third-party service providers. As the Company increasingly leverages digital platforms to deliver financial services, the reliability, security, and scalability of its technology systems become critical to business continuity and customer satisfaction. The Company mitigates technology risk by maintaining a robust and scalable IT infrastructure supported by advanced hardware and software systems. IT governance is overseen by a dedicated team responsible for managing system performance, application security, vendor contracts, and technology upgrades. Cybersecurity is a key area of focus. The Company enforces stringent security protocols, including firewalls, intrusion detection systems, data encryption, and multi-factor authentication. Regular vulnerability assessments, penetration testing, and threat intelligence monitoring are conducted to proactively identify and address risks. To minimise operational disruptions, the Company has established comprehensive disaster recovery and business continuity plans, including data backup systems and alternate data centres. Regular simulation exercises and audits are conducted to test system resilience and readiness. Additionally, employees undergo regular training in information security practices to prevent internal breaches and ensure adherence to best practices. The Company also monitors technological developments and emerging risks to update its IT strategy in line with evolving business needs and industry standards. Interest Rate Risk Interest rate risk pertains to the potential impact of fluctuations in market interest rates on the Company’s financial performance. Changes in interest rates can affect the net interest margin, the value of assets and liabilities, and the overall profitability. The Company manages interest rate risk through a robust Asset-Liability Management (ALM) framework. This involves matching the maturities and repricing profiles of assets and liabilities to minimise mismatches. The ALM Committee regularly reviews interest rate scenarios and adjusts strategies accordingly. Additionally, the Company utilises hedging instruments such as interest rate swaps and options to manage exposure to interest rate volatility. Stress testing and scenario analysis are conducted to assess the impact of extreme interest rate movements, allowing the Company to develop contingency plans. Operational Risk Operational risk encompasses losses from inadequate or failed internal processes, people, systems, or external events. This includes risks related to fraud, system failures, human errors, and natural disasters. To address operational risk, the Company has invested in automation and digitisation to streamline processes and reduce manual errors. A dedicated internal audit team ensures adherence to policies and flags deviations for correction. Employees undergo regular training in operational protocols, fraud prevention, and customer service standards. Liquidity Risk Liquidity risk arises when the Company is unable to meet its financial obligations as they fall due, without incurring excessive costs. This risk can originate from mismatches in asset-liability tenures, unanticipated demand for funds, or constraints in accessing funding markets. The Company maintains a diversified funding profile, tapping into both wholesale and retail sources, including banks, capital markets, and institutional investors. The treasury function plays a pivotal role in ensuring that short-term and long-term funding needs are forecasted accurately and addressed proactively. A comprehensive liquidity risk management policy is in place, which includes maintaining liquidity buffers, daily monitoring of cash flow positions, and preparing contingency funding plans. The Asset-Liability Committee reviews liquidity indicators and recommends adjustments to investment or borrowing strategies. Regulatory and Compliance Risk Regulatory risk pertains to the possibility of facing penalties, restrictions, or operational setbacks due to non-compliance with applicable laws, regulations, or codes of conduct. With evolving regulatory expectations in the non-banking financial sector, the Company must ensure continuous alignment with legal and governance standards. The Company has institutionalised a governance and compliance framework led by a dedicated compliance team. Policies and procedures are regularly updated to reflect changes in regulatory requirements. Real-time alerts, audit trails, and workflow approvals ensure that breaches are prevented or identified swiftly. The Board of Directors and its committees maintain oversight on regulatory adherence, while independent auditors conduct regular compliance reviews. Awareness and training sessions are held across all levels to reinforce a culture of compliance. Reputational Risk Reputational risk is the risk of negative perception among stakeholders resulting from actual or alleged misconduct, governance failures, or poor customer experience. Reputational damage can lead to loss of customers, regulatory scrutiny, and funding challenges. The Company maintains a strong code of ethics, customer service charter, and transparent communication policies to uphold its brand image. Any grievances or complaints are addressed promptly through established redressal mechanisms.
Page 98
Annual Report 2 0 2 4 - 2 5 66 Feedback loops are built into customer-facing processes to ensure continuous service improvement. Crisis communication protocols guide the Company’s response to reputational threats, enabling prompt and responsible disclosure of facts. The public relations function works closely with leadership to manage media relations and stakeholder communication. Competition Risk Competition risk involves the potential for loss arising from ineffective business strategies, flawed execution, or failure to respond to industry trends. Diversification into new geographies or financial products without adequate preparation can expose the Company to unforeseen challenges. The Company employs a structured approach to strategy formulation, involving comprehensive market research, risk-return assessments, and scenario planning. Strategic initiatives are vetted by the executive team and approved by the Board, ensuring alignment with long-term vision and risk appetite. Key performance indicators and milestone tracking tools help in monitoring execution and taking corrective action where necessary. Risk reviews are integrated into business planning cycles, allowing strategy to be revisited based on market feedback or macroeconomic changes. Asset/Security Risk Asset or security risk pertains to the potential devaluation of collateral assets, which can affect the recoverability of loans. For the Company, this is particularly relevant in gold loans and other secured lending products. The Company mitigates asset risk by maintaining conservative loan-to-value ratios and performing regular valuations of collateral assets. In the case of gold loans, the value and purity of the gold are assessed at the time of loan disbursement and monitored throughout the loan tenure. Additionally, the Company employs stress testing to assess the impact of adverse market conditions on collateral values. This enables the Company to take proactive measures, such as adjusting loan terms or seeking additional collateral, to mitigate potential losses. Human Capital Risk Human capital risk involves the potential loss arising from inadequate or ineffective human resource management. This includes risks related to talent acquisition, retention, employee engagement, and succession planning. Succession planning is an integral part of the Company’s human resource strategy, ensuring continuity in leadership and critical roles. Performance management systems are in place to align individual goals with organisational objectives and to identify and address performance gaps. Economic Risk Economic risk encompasses the potential impact of macroeconomic factors such as inflation, interest rates, GDP growth, and unemployment on the Company’s operations and profitability. The Company monitors key economic indicators and incorporates economic forecasts into its strategic planning and risk management processes. Scenario analysis and stress testing are conducted to assess the potential impact of adverse economic conditions on the Company’s financial position. Diversification of the loan portfolio across sectors and geographies helps to mitigate the impact of localised economic downturns. Additionally, the Company maintains adequate capital buffers and liquidity reserves to withstand economic shocks. Human Resource Management Internal Control The Company has established a robust internal control framework to ensure operational efficiency, regulatory compliance, and risk mitigation across its financial services operations. These controls cover key functions such as credit underwriting, disbursement, collections, finance, compliance, and IT. A clear organisational structure with defined responsibilities, system-based checks, and documented policies supports accountability and transparency. Internal controls are embedded within core processes through maker-checker mechanisms, approval hierarchies, and automated validations to minimise manual errors and prevent unauthorised activities. The internal audit function operates independently and reports to the Audit Committee of the Board. It conducts regular, risk-based audits across branches and departments to assess control effectiveness, identify gaps, and recommend improvements. Corrective actions are monitored to ensure timely closure. The Company emphasises internal control over financial reporting to ensure the accuracy and reliability of financial disclosures. Technological tools and dashboards enable real-time monitoring of key metrics and deviations. Employees are trained periodically on control procedures and compliance expectations to foster a culture of responsibility. As the business grows and adopts digital solutions, the internal control framework is continuously strengthened to align with evolving risks. Overall, the Company’s internal control systems are adequate, proactive, and integral to maintaining operational integrity and stakeholder confidence. Cautionary Statement Certain statements in the Management Discussion and Analysis describing the Company’s objectives, predictions may be ‘forward-looking statements’ within the meaning of applicable laws and regulations. Actual results may vary significantly from the forward-looking statements contained in this document due to various risks and uncertainties. These risks and uncertainties include the effect of economic and political conditions in India, volatility in interest rates, new regulations and Government policies that may impact the Company’s business as well as its ability to implement the strategy. The Company does not undertake to update these statements.
Page 99
Business Responsibility and Sustainability Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 67 SECTION A: GENERAL DISCLOSURES I. Details of the listed entity 1: Corporate Identity Number (CIN) of the Listed Entity L65910KL1992PLC006623 2: Name of the Listed Entity Manappur am Finance Limited 3: Date of Inc orporation 15-07-1992 4: Registered offic e address W-4/638A, Manappuram House, Valapad - 680567, Thrissur, Kerala 5: Corporate addr ess Registered Office/Corporate Office: W-4/638A, Manappuram House Valapad, Thrissur, Kerala - 680567 Landline: 0487 3050000, 3050108, 3050100 Corporate office Annexe: A-Wing, 3 rd Floor, Unit No 301 To 315 Kanakia Wall Street, Andheri Kurla Road, Andheri East, Mumbai, Maharashtra -400093 Landline: 022 68194000 6: E-mail mail@manappuram. com 7: Telephone 04873050000 8: Website www .manappuram.com 9: Financial year f or which reporting is being done 2024-2025 10: Name of the Stock Exchange(s) where shares are listed BSE Limited and National Stock Exchange of India Limited 11: Paid-up Capital ` 169.29 Crore 12: Name and contact details (t elephone, email address) of the person who may be contacted in case of any queries on the BRSR report Manoj Kumar V R, Company secretary & Compliance Officer Contact - 0487-3050408 Email - cs@manappuram.com 13: Reporting boundary - Are the discl osures under this report made on a standalone basis (i.e. only for the entity) or on a consolidated basis (i.e. for the entity and all the entities which form a part of its consolidated financial statements, taken together). The disclosures are made on a standalone basis 14: Whether the company has undertak en assessment or assurance of the BRSR Core? No 15: Name of assurance provider Not Applicable. 16: Type of assurance obtained Not Applicable. II: Products/services 17: Details of business activities (ac counting for 90% of the turnover): S.No. Description of Main Activity Description of Business Activity % of Turnover of the entity 1 Financial services Manappuram Finance Limited is a retail financial services provider and engages in activities such as providing Loans against gold jewellery, Loans against property, Loans for purchase of commercial vehicles, Loans to MSMEs and other complementary lending activities. 99.36% 18: Products/Services sol d by the entity (accounting for 90% of the entitys Turnover): S.No. Product/Service NIC Code % of total Turnover contributed 1 Financial services 64990 99.36% III. Operations 19: Number of l ocations where plants and/or operations/offices of the entity are situated Location Number of plants Number of offices Total National 0 3524 3524 International 0 0 0 Business Responsibility and Sustainability Report
Page 100
Annual Report 2 0 2 4 - 2 5 68 20: Markets served by the entity: a. Number of l ocations Locations Number National (No. of States) 23 International (No. of Countries) 0 Note: - Manappuram Financ e Limited has offices in 23 States and 6 Union Territories across India. b. What is the contribution of e xports as a percentage of the total turnover of the entity? 0% c. A brief on types of customers Manapp uram Finance Limited serves a diverse customer base across multiple economic segments, enabling inclusive financial access. The key customer categories include: 1. Individuals: This segment includes salaried employees, self-employed professionals, and individuals holding gold jewellery, seeking quick and convenient financing options for personal and family needs. 2. Businesses and Corporates: This segment comprises small and medium-sized enterprises (SMEs), large corporate entities, and service-based institutions in sectors such as education and healthcare. Financial solutions provided to this segment are designed to address needs related to working capital, term financing, and business expansion. 3. Micro and Small- Scale Enterprises (MSME): This segment comprises micro and small-scale entrepreneurs engaged in trading and manufacturing activities. By segmenting its customer base in this manner , Manappuram Finance Limited aligns its financial products with the unique needs of each group, thereby advancing financial inclusion, supporting underserved communities, and contributing to broader socio-economic growth in line with its sustainability objectives. IV. Employees 21: Details as at the end of Financial Year: a. Employees and work ers (including differently abled): S.No. Particulars Total (A) Male Female No.(B) %(B/A) No. (C ) %(C/A) EMPLOYEES 1 Permanent (D) 24650 18072 73.31% 6578 26.69% 2 Other than Permanent (E) 8196 5818 70.99% 2378 29.01% 3 Total employees (D + E) 32846 23890 72.73% 8956 27.27% WORKERS 4 Permanent (F) 0 0 0 0 0 5 Other than Permanent (G) 0 0 0% 0 0% 6 Total workers (F + G) 0 0 0% 0 0%
Page 101
Business Responsibility and Sustainability Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 69 b. Differentl y abled Employees and workers: S.No. Particulars Total (A) Male Female No.(B) %(B/A) N o . ( c ) %(C/A) DIFFERENTLY ABLED EMPLOYEES 1 Permanent (D) 0 0 0% 0 0% 2 Other than Permanent (E) 0 0 0% 0 0% 3 Total differently abled employees (D + E) 0 0 0% 0 0% DIFFERENTLY ABLED WORKERS 4 Permanent (F) 0 0 0% 0 0% 5 Other than Permanent (G) 0 0 0% 0 0% 6 Total differently abled workers (F + G) 0 0 0% 0 0% 22: Participation/Inclusion/Representation of women Total (A) No. and percentage of Females No.(B) %(B/A) Board of Directors 10 3 30% Key Management Personnel 4 2 50% 23: Turnov er rate for permanent employees and workers (Disclose trends f or the past 3 years) FY- 2025 FY- 2024 FY-2023 Male Female Total Male Female Total Male Female Total Permanent Employees 34.82% 5.91% 40.73% 35.95% 6.22% 42.17% 43.87% 7.40% 51.27% Permanent Workers 0% 0% 0% 0% 0% 0% 0% 0% 0% V. Holding, Subsidiary and Associat e Companies (including joint ventures) 24. (a) Names of holding / subsidiary / associat e companies / joint ventures S.No. Name of the holding / subsidiary / associate companies / joint ventures (A) Indicate whether holding/ Subsidiary/ Associate/ Joint Venture % of shares held by listed entity Does the entity indicated at column A, participate in the Business Responsibility initiatives of the listed entity? (Yes/ No) 1 Manappuram Home Finance Limited Subsidiary 100% Yes 2 Asirvad Microfinance Limited Subsidiary 97.61% Yes 3 Manappuram Insurance Brokers Limited Subsidiary 100% Yes 4 Manappuram Comptech and Consultants Limited Subsidiary 99.81% Yes VI. CSR Details 25. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: (Yes/No) Yes. 25. (ii) Turnov er (in `) ` 6,914.47 Cr ore 25. (iii) Net worth (in ` ) ` 11,792.83 Cr ore
Page 102
Annual Report 2 0 2 4 - 2 5 70 VII. Transparency and Disclosures Compliances 26: Complaints/Grievanc es on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business Conduct: Stakeholder group from whom complaint is received Grievance Redressal Mechanism in Place (Yes/No) (If Yes, then provide web-link for grievance redress policy) FY- 2025 FY- 2024 Number of complaints filed during the year Number of complaints pending resolution at close of the year Remarks Number of complaints filed during the year Number of complaints pending resolution at close of the year Remarks Communities Yes 0 0 - 0 0 - Investors (other than shareholders) Yes 5 1 The unresolved complaint was received on 26th March2025 and resolved on 04.04.2025. 0 0 - Shareholders Yes 4 0 - 0 0 - Employees and workers - 438 16 Pending cases Resolved in April 2025 2375 56 Pending cases Resolved in April 2024 - Customers Yes 14826 356 Pending cases Resolved in April 2025 8047 55 Pending cases Resolved in April 2024 Value Chain Partners Yes 0 0 - 0 0 - Other (please specify) No 0 0 - 0 0 - Note: The Grie vance redressal policies are available on our website - https:/ /www.manappuram.com/policies-codes 27: Overview of the entity’s material responsible business conduct issues Please indicat e material responsible business conduct and sustainability issues pertaining to environmental and social matters that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or mitigate the risk along-with its financial implications, as per the following format
Page 103
Business Responsibility and Sustainability Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 71 S. No. Material issue identified Indicate whether risk or opportunity (R/O) Rationale for identifying the risk / opportunity In case of risk, approach to adapt or mitigate Financial implications of the risk or opportunity (Indicate positive or negative implications) 1 Employee Well being Opportunity Manappuram Finance Limited recognises employee well- being as a strategic opportunity to foster a productive, engaged, and resilient workforce. The company offers a structured onboarding and continuous learning ecosystem through its e-learning platform, MADU, complemented by online and offline interventions. Learning and development needs are employee-driven and supported by senior management, ensuring alignment with functional, behavioral, and organisational goals. In addition to skill-building, the company promotes higher education by supporting employees’ enrolment in premier institutions, both in India and abroad. Employee wellness is further enhanced through regular yoga sessions, stress management initiatives, and a range of welfare programs such as marriage assistance, children’s educational support, and subsidised health schemes. Active employee engagement is encouraged via socio-development initiatives, including clubs like the women’s club. By embedding well-being into its culture, the company not only improves employee satisfaction and retention but also strengthens its long-term organisational capability. NA Positive
Page 104
Annual Report 2 0 2 4 - 2 5 72 S. No. Material issue identified Indicate whether risk or opportunity (R/O) Rationale for identifying the risk / opportunity In case of risk, approach to adapt or mitigate Financial implications of the risk or opportunity (Indicate positive or negative implications) 2 Customer Support and Satisfaction Risk In the Non-Banking Financial Company (NBFC) sector, customer support and satisfaction are critical to ensuring business continuity, brand trust, and long-term growth. A decline in service quality or responsiveness can erode customer confidence, reduce retention rates, and result in reputational damage. Furthermore, unresolved grievances or poor customer experiences may attract regulatory scrutiny, especially in a sector that deals with financially vulnerable populations. Given the highly competitive nature of the financial services industry, failure to meet evolving customer expectations poses a significant operational and strategic risk. Ensuring consistent, transparent, and empathetic customer engagement is therefore essential to maintaining trust, fulfilling compliance obligations, and sustaining profitability. Manappuram Finance Limited adopts a proactive and customer-centric approach to mitigate risks related to customer support and satisfaction. Employees are equipped with comprehensive training to understand customer needs and deliver consistent, high-quality service across all touchpoints. The company has established a robust Customer Grievance Redressal Policy that ensures fair, transparent, and timely resolution of customer complaints. It provides customers with clear turnaround timelines (TATs) and access to alternative redressal channels, including an Internal Ombudsman, to handle escalated cases impartially. Through its Fair Practice Code, the company ensures customers are well-informed about key service elements such as fees, charges, processing timelines, loan procedures, and application outcomes. Additional policies, including the Auction Policy and Interest Rate Policy, offer clarity on interest rates and repossession procedures, thereby promoting trust and reducing the risk of disputes. To enhance transparency and accessibility, detailed product and service information is published on the company’s website. Digital tools and mobile applications are also provided to help customers assess eligibility and understand loan terms. Repossession and auction processes are conducted in a fair and transparent manner, with prior communication to customers to avoid distress and foster responsible recovery practices. Negative
Page 105
Business Responsibility and Sustainability Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 73 S. No. Material issue identified Indicate whether risk or opportunity (R/O) Rationale for identifying the risk / opportunity In case of risk, approach to adapt or mitigate Financial implications of the risk or opportunity (Indicate positive or negative implications) 3 Financial Inclusion Opportunity Financial inclusion presents a significant opportunity for Non- Banking Financial Companies (NBFCs), to enhance access to formal financial services among underserved and unbanked populations. By addressing credit gaps and promoting financial literacy, NBFCs can contribute meaningfully to inclusive economic growth and social upliftment. Manappuram Finance Limited adopts a strategically localised approach to deliver financial products and services across urban, semi-urban, and rural geographies. Its core objective is to reach unbanked households and first-time borrowers, thereby facilitating access to credit, encouraging savings, and improving financial resilience. Through this inclusive approach, the company not only expands its customer base and market penetration but also positions itself as a key enabler of national financial empowerment and economic development. NA Positive 4 Responsible Financing Opportunity Responsible financing is a strategic opportunity for Non- Banking Financial Companies (NBFCs) to foster financial inclusion while ensuring long-term financial stability and customer protection. For Manappuram Finance Limted, adopting responsible lending practices enhances borrower trust, mitigates credit risks, and strengthens the company’s reputation within the financial ecosystem. It plays a pivotal role in reducing default rates and supporting the sustainable growth of the company’s lending portfolio. By embedding principles of transparency, due diligence, ethical lending, and regulatory compliance into its financing operations, the company aligns its business model with responsible financial stewardship. This approach not only supports the financial well-being of its customers but also attracts investor confidence and contributes to the broader economic development of the country. The company’s strong policy framework and risk management practices reflect its commitment to responsible financing, ensuring accountability, fair treatment of borrowers, and long-term value creation for stakeholders. NA Positive
Page 106
Annual Report 2 0 2 4 - 2 5 74 S. No. Material issue identified Indicate whether risk or opportunity (R/O) Rationale for identifying the risk / opportunity In case of risk, approach to adapt or mitigate Financial implications of the risk or opportunity (Indicate positive or negative implications) 5 Customer over indebtedness Risk Customer over-indebtedness is a material risk in the financial services sector, particularly for Non-Banking Financial Companies (NBFCs) serving low- and middle-income segments. Excessive borrowing without adequate repayment capacity can lead to financial distress for customers, higher default rates for lenders, and reputational or regulatory consequences for the institution. Manappuram Finance Limited proactively addresses this risk by implementing rigorous credit assessments across its non- gold lending verticals. This includes evaluating household income, existing liabilities, and repayment capacity before loan disbursement. By doing so, the company mitigates the risk of customer over-indebtedness, reduces dependency on informal credit channels, and upholds responsible lending practices. This approach not only protects customer financial well- being but also safeguards the company’s asset quality and long-term sustainability. Manappuram Finance Limited adopts a multi-layered approach to mitigate the risk of customer over- indebtedness, with a strong focus on responsible lending and financial inclusion. The company enforces stringent loan eligibility criteria, taking into account the applicant’s income, existing debt obligations, and overall creditworthiness to ensure that loan disbursements are well within the borrower’s repayment capacity. Comprehensive borrower assessments are conducted to align loan amounts with actual financial stability, thereby reducing the likelihood of debt distress. In addition, robust monitoring systems are in place to track repayment behavior and identify early warning signals of potential over-indebtedness, enabling timely intervention. To further support financial resilience among its customers, the company has implemented targeted financial literacy programs. These initiatives aim to educate borrowers on budgeting, debt management, and the importance of maintaining healthy financial habits, thereby empowering them to make informed borrowing decisions. Negative 6 Diversity and Inclusion Opportunity Diversity and inclusion (D&I) represent a strategic opportunity for Manappuram Finance Limited to cultivate an equitable and resilient workforce while enhancing its corporate reputation and social impact. A high level of workplace diversity fosters a culture of fairness, employee belonging, and innovation, key drivers of long-term organisational success. The company is committed to providing equal opportunities, particularly for women and other underrepresented groups, by ensuring fair representation across roles and offering career advancement pathways on par with male counterparts. The company has implemented targeted policies that address the specific needs of women employees, including flexible work arrangements and safe workplace provisions. To strengthen its inclusive culture, the company conducts regular diversity training and awareness programs while embedding fairness and transparency into its performance evaluation and promotion systems. It also tracks and reports D&I metrics, reinforcing accountability and driving continuous improvement. NA Positive
Page 107
Business Responsibility and Sustainability Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 75 S. No. Material issue identified Indicate whether risk or opportunity (R/O) Rationale for identifying the risk / opportunity In case of risk, approach to adapt or mitigate Financial implications of the risk or opportunity (Indicate positive or negative implications) 7 Corporate Governance Risk Corporate governance is a critical risk area that influences stakeholder trust, regulatory compliance, and long- term business sustainability. Companies are increasingly assessed on governance parameters such as ownership structure, board independence and remuneration, accounting transparency, ethical business conduct, and tax responsibility. Weak governance practices can lead to regulatory penalties, investor distrust, reputational damage, and potential legal exposure. At Manappuram Finance Limited, the governance framework is central to ensuring ethical decision-making, accountability, and alignment with stakeholder interests. However, any lapses in oversight, transparency, or conduct may adversely affect the company’s credibility and operational performance. As such, robust governance mechanisms are essential to managing this risk and maintaining the company’s license to operate in a highly regulated financial environment. Manappuram Finance Limited adopts a structured and integrity-driven approach to mitigate risks associated with corporate governance. The company has established a robust governance framework supported by well-defined policies, internal controls, and periodic audits to ensure regulatory compliance, ethical conduct, and accountability across all levels of the organisation. Governance policies related to ethics, anti-bribery, and anti-corruption are not only applicable to the company but also extend to its subsidiaries, vendors, consultants, suppliers, and other external stakeholders. This broad application reinforces the company’s commitment to ethical business practices across its value chain. The Board of Directors plays a central role in overseeing management actions and ensuring alignment with stakeholder interests. Transparent disclosures, timely communication, and board-level oversight are integral to the company’s governance practices, ensuring that stakeholders, particularly vulnerable and marginalised groups, are considered in decision-making processes. Negative 8 Business Ethics Risk Business ethics is a critical area of risk that directly affects a company’s reputation, stakeholder trust, and legal standing. Key ethical concerns in the workplace include discrimination, harassment, conflicts of interest, unethical accounting practices, workplace safety violations, abuse of authority, and corrupt conduct. Any failure to uphold ethical standards can lead to regulatory sanctions, legal liabilities, employee disengagement, and severe reputational damage. For Manappuram Finance Limited, maintaining high ethical standards is essential to preserving integrity across all operations. Unethical behavior at any level can undermine stakeholder confidence and compromise long-term sustainability. As such, the company places strong emphasis on embedding ethical conduct through policies, training, monitoring mechanisms, and a transparent whistleblower system to mitigate these risks effectively. Manappuram Finance Limited has instituted a comprehensive risk management framework to mitigate risks associated with unethical conduct and integrity breaches. The company promotes a culture of ethical behavior through regular employee training, focused on codes of conduct, anti-bribery, anti-corruption, and responsible business practices. Strict compliance protocols and strong internal controls are enforced across operations to detect and prevent ethical violations. In addition, thorough client due diligence is carried out to ensure transparency and alignment with the company’s ethical standards. These measures collectively safeguard the company’s reputation, reduce legal and regulatory risks, and enhance stakeholder confidence. Negative
Page 108
Annual Report 2 0 2 4 - 2 5 76 S. No. Material issue identified Indicate whether risk or opportunity (R/O) Rationale for identifying the risk / opportunity In case of risk, approach to adapt or mitigate Financial implications of the risk or opportunity (Indicate positive or negative implications) 9 Regulatory Compliance Risk Regulatory compliance is a critical risk factor for financial institutions, particularly Non-Banking Financial Companies (NBFCs), operating in a tightly governed environment. Adherence to applicable laws, regulations, and industry standards is essential to maintaining the company’s license to operate, protecting stakeholder interests, and upholding ethical business conduct. Failure to comply with regulatory requirements can result in severe consequences, including monetary penalties, legal proceedings, operational restrictions, and reputational damage. Such outcomes may erode customer trust, disrupt business continuity, and negatively impact investor confidence. Manappuram Finance Limited recognises the materiality of this risk and has implemented comprehensive compliance frameworks and internal controls to ensure timely adherence to evolving legal and regulatory obligations. Manappuram Finance Limited adopts a proactive and structured approach to mitigate risks related to regulatory compliance. The company ensures strict adherence to all applicable laws, regulations, and statutory obligations through a robust compliance framework. This includes maintaining accurate records, conducting periodic internal audits, and providing regular compliance training to employees to reinforce awareness and accountability. The dedicated Compliance Function operates across all relevant levels of the organisation and plays a critical role in monitoring, reporting, and ensuring timely adherence to evolving regulatory requirements. It also keeps the Board of Directors and senior management informed about the status of compliance, regulatory changes, and potential areas of risk. Negative 10 Fraud Risk Management Risk Fraud risk is a material concern for Non-Banking Financial Companies (NBFCs), given the nature of financial transactions and the scale of customer interactions. Instances of internal or external fraud can result in significant financial losses, regulatory action, and erosion of stakeholder trust. Such events may also severely damage the company’s reputation and undermine customer confidence in its integrity and systems. Manappuram Finance Limited recognises that proactive fraud risk management is essential to safeguarding assets, maintaining operational credibility, and ensuring compliance with regulatory expectations. Manappuram Finance Limited adopts a proactive and multi-layered approach to fraud risk management, anchored by its comprehensive Fraud Risk Management Policy. This policy outlines structured mechanisms for fraud identification, escalation, and resolution, and is implemented under the oversight of the dedicated Vigilance Department. The company conducts regular internal audits, enforces stringent internal controls, and leverages advanced fraud detection tools to monitor transactional anomalies. It also emphasises ethical conduct through continuous employee training and awareness programs aimed at reinforcing a zero-tolerance culture towards fraud. In collaboration with business units, Manappuram Finance systematically strengthens fraud management practices across five critical pillars: prevention, detection, response, remediation, and reporting. These integrated efforts enhance operational security, reduce financial exposure, and uphold stakeholder trust. Negative
Page 109
Business Responsibility and Sustainability Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 77 S. No. Material issue identified Indicate whether risk or opportunity (R/O) Rationale for identifying the risk / opportunity In case of risk, approach to adapt or mitigate Financial implications of the risk or opportunity (Indicate positive or negative implications) 11 Innovation Opportunity Innovation, particularly digital transformation, presents a significant opportunity for Non-Banking Financial Companies (NBFCs) to drive operational efficiency, enhance customer experience, and maintain competitiveness in an evolving financial services landscape. For Manappuram Finance Limited, leveraging technology to deliver faster, more accessible, and customer-centric financial solutions is central to its long-term growth strategy. Recognising the shift toward digital-led financial intermediation, the company continuously refines its IT strategy to improve delivery channels, streamline operations, and address information security concerns. A key milestone in this journey was the launch of India’s first Online Gold Loan (OGL) platform in October 2015, enabling customers to avail gold loans seamlessly through internet-enabled devices— anytime and from anywhere. By embedding innovation across its business model, Manappuram Finance not only expands its reach to underserved populations but also builds resilience, agility, and customer loyalty in a dynamic financial ecosystem. NA Positive
Page 110
Annual Report 2 0 2 4 - 2 5 78 S. No. Material issue identified Indicate whether risk or opportunity (R/O) Rationale for identifying the risk / opportunity In case of risk, approach to adapt or mitigate Financial implications of the risk or opportunity (Indicate positive or negative implications) 12 Initiatives on clean technology, energy efficiency, renewable energy, etc Risk Manappuram Finance Limited acknowledges that its operational activities, though primarily service-oriented, contribute to environmental impacts through energy consumption, carbon emissions, and waste generation. These environmental factors present growing risks in the form of regulatory obligations, stakeholder expectations, and reputational exposure, particularly as sustainability-related compliance frameworks become more stringent. Recognising this risk enables the company to proactively adopt clean technologies, energy-efficient infrastructure, and renewable energy solutions to minimise its environmental footprint. Such initiatives not only support regulatory compliance but also enhance resource efficiency, reduce operational costs over time, and align the company with national and global climate commitments. Manappuram Finance Limited adopts an environmentally responsible approach to mitigate risks associated with its environmental footprint by integrating sustainability into its operations. Guided by its Environmental, Social, and Governance (ESG) Policy, the company is committed to promoting clean technology, energy efficiency, and resource conservation. Under its Green Initiative, shareholders are encouraged to receive Annual Reports electronically, significantly reducing paper consumption. Additionally, the company has launched a Paperless Office project to digitise internal processes and minimise paper usage across all business functions. To reduce emissions from travel, video and audio conferencing infrastructure has been established at Regional and major Branch offices, thereby minimising the need for business travel. The company also uses low- noise, low-emission diesel generator sets at key locations to reduce environmental impact from backup power sources. Energy conservation is further promoted through the adoption of energy-efficient equipment, routine monitoring of energy usage, and optimised use of lighting and air- conditioning systems at branches and corporate offices. Negative 13 Climate Change Risk Climate change presents both physical and transition-related risks that can materially impact the operations and resilience of financial institutions like Manappuram Finance Limited. Physical risks such as extreme weather events like floods, cyclones, and heatwaves, can disrupt business continuity, damage infrastructure, and endanger employee safety, particularly in regions with high climate vulnerability. In parallel, transition risks arising from policy shifts, evolving regulatory frameworks, and market changes linked to the low- carbon economy may affect portfolio exposure, compliance requirements, and cost structures. These climate-related risks pose potential threats to the company’s operational stability, growth trajectory, and long-term profitability. Manappuram Finance Limited adopts a forward-looking approach to address the risks associated with climate change by integrating climate risk assessments into its strategic and financial planning processes. The company conducts scenario analyses to evaluate the potential impact of both physical and transition climate risks on vulnerable business segments such as agriculture, commercial vehicle finance, and microfinance. These assessments help determine the level of capital required to withstand adverse climate events and ensure the company remains adequately capitalised under various risk scenarios. In addition, climate-related risks are incorporated into the company’s Internal Capital Adequacy Assessment Process (ICAAP), aligning risk management with long-term financial resilience and regulatory expectations. Negative
Page 111
Business Responsibility and Sustainability Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 79 S. No. Material issue identified Indicate whether risk or opportunity (R/O) Rationale for identifying the risk / opportunity In case of risk, approach to adapt or mitigate Financial implications of the risk or opportunity (Indicate positive or negative implications) 14 Risk Management and Internal controls Opportunity Manappuram Finance Limited views strong risk management and internal controls as a strategic opportunity to enhance operational resilience, safeguard stakeholder interests, and drive sustainable growth. The company has established clear risk tolerance parameters and comprehensive policies, including a dedicated Operational Risk Management Policy, to ensure structured risk oversight across its operations. Robust internal control mechanisms are in place, including secure handling of customer gold assets, adherence to regulatory guidelines, and periodic audits based on branch- level risk categorisation. Regular reviews of identified risks and the effectiveness of mitigation measures enable the company to adapt to evolving threats and maintain business continuity. This proactive and systematised risk governance framework not only reduces exposure to operational and reputational risks but also reinforces investor confidence, regulatory compliance, and long-term value creation. NA Positive 15 Transition to low carbon economy Risk The transition to a low-carbon economy presents significant risks for financial institutions, particularly in sectors exposed to evolving government policies, emerging technologies, and changing consumer behavior. Manappuram Finance Limited actively monitors these dynamics to assess potential impacts on its lending portfolio and market segments. Regulatory changes such as the withdrawal or modification of green incentives—e.g., the phasing out of the FAME subsidy— can directly affect the viability of certain asset classes, such as electric two-wheelers. Such shifts may result in reduced consumer demand, asset devaluation, and an increase in loan defaults for NBFCs financing these products. Manappuram Finance Limited acknowledges the growing global momentum toward a low-carbon economy and the associated regulatory, market, and technological transition risks. In response, the company has initiated steps to evaluate the carbon footprint of its operations and explore pathways to align with national and global decarbonisation goals. As part of its climate-conscious strategy, the company has begun financing electric vehicles (EVs), supporting the shift towards cleaner mobility solutions and reducing its indirect environmental impact. Additionally, the company is exploring energy-efficient practices and operational improvements that contribute to long-term carbon reduction. Negative
Page 112
Annual Report 2 0 2 4 - 2 5 80 SECTION B: MANAGEMENT AND PROCESS DISCLOSURES This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting the NGRBC Principles and Core Elements. Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9 Policy And Management Processes 1. a. Whether your entity’ s policy/policies cover each principle and its core elements of the NGRBCs. (Yes/No) Yes b. Has the policy been approv ed by the Board? (Yes/No) Yes c. Web Link of the Policies, if available https:/ /www.manappuram.com/policies-codes 2. Whether the entity has tr anslated the policy into procedures. (Yes / No) Yes 3. Do the enlisted policies ext end to your value chain partners? (Yes/No) No 4. Name of the national and int ernational codes/certifications/labels/ standards (e.g. Forest Stewardship Council, Fairtrade, Rainforest Alliance, Trustea) standards (e.g. SA 8000, OHSAS, ISO, BIS) adopted by your entity and mapped to each principle. No 5. Specific commitments, goals and tar gets set by the entity with defined timelines, if any. Manappuram Finance Limited is committed to advancing its environmental and social performance, though specific quantitative targets and timelines are yet to be formally defined. Nevertheless, we have undertaken key initiatives that reflect our strategic priorities. Environmentally, we have initiated solar electrification across multiple office locations, supported the transition to an electric vehicle fleet, and enhanced sewage treatment facilities as part of our resource efficiency efforts. On the social front, we prioritise employee well-being through a suite of benefits including insurance, HKA salary, maternity leave, casual and sick leave, and opportunities for team building, social engagement, and professional development. Our commitment to community development is demonstrated through impactful CSR initiatives such as: • Diagnostic and ambulance services (Macar e Diagnostics, Ambulance support) • Health and wellness infr astructure (gym, badminton, yoga facilities, Mahima swimming pool) • Education and skill development support (Mukundapuram and Mageet schools, MA Skill, etc) • Infrastructure and liv elihood support (community housing projects, donations for medical support, provision of mobile devices for students) 6. Performance of the entity against the specific commitments, goals and targets along-with reasons in case the same are not met. Manappuram Finance Limited continues to progress on its environmental and social commitments. The performance against key initiatives during the reporting period is as follows: • Renew able Energy Consumption: Achieved a consumption of 31 MWh, reinforcing our commitment to increase the share of clean energy in our operations. • Energy Intensity R eduction: Recorded a 7.82% reduction in energy intensity per unit of revenue, reflecting enhanced operational efficiency and energy management. • Emission Intensity Reduction: Achieved a 5.96% reduction in total Scope 1 and Scope 2 emission intensity per rupee of turnover, demonstrating our efforts towards decarbonising operations. • Electric Mobility: Our electric vehicle fleet travelled 96,459 kilometers, resulting in an estimated emissions savings of 11,659 kgCO₂e. • Community Impact: Thr ough various CSR initiatives, we positively impacted 132,733 individuals, with 99% belonging to vulnerable or marginalised groups, underlining our inclusive development focus.
Page 113
Business Responsibility and Sustainability Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 81 Governance, leadership and oversight 7: Statement by direct or responsible for the business responsibility report, highlighting ESG related challenges, targets and achievements (listed entity has flexibility regarding the placement of this disclosure) At Manappuram Finance Limited, our commitment to responsible growth is guided by a deep understanding of the environmental, social, and governance (ESG) issues that impact our stakeholders. As part of our Business Responsibility and Sustainability approach, we have identified and prioritised material topics that represent both risks and opportunities for our long-term success. Employee well-being remains a key opportunity, and we continue to invest in our workforce through comprehensive benefits such as insurance, maternity salary, casual and sick leave, HKA salary, team-building programs, and professional development initiatives. Similarly, our focus on diversity and inclusion, financial inclusion, and responsible financing allows us to create equitable access and build a resilient business model. Environmentally, we have made measurable progress towards our sustainability goals. During the reporting period, we achieved a 7.82% reduction in energy intensity per unit of revenue and a 5.96% reduction in total Scope 1 and Scope 2 emission intensity per rupee of turnover, demonstrating our commitment to operational efficiency and decarbonisation. Our investments in solar energy (31 MWh consumed), the expansion of our electric vehicle fleet (96,459 km traveled, leading to 11,659 kgCO₂e emissions avoided), and enhancements to sewage treatment systems further advance our clean technology and low-carbon transition objectives. We acknowledge significant ESG-related risks that require active monitoring and mitigation. These include customer support and satisfaction, over-indebtedness, climate change, corporate governance, business ethics, regulatory compliance, and fraud risk management. Managing these areas is crucial to maintaining stakeholder trust and ensuring long-term stability. Our community impact reflects our core values. Through CSR initiatives such as Macare Diagnostics, ambulance services, sports and wellness infrastructure, school and skill-building support, and educational coaching through Macampus and Maacademy, we have positively impacted 132,733 individuals, with 99% belonging to vulnerable or marginalised communities. We recognise that while substantial progress has been made, there is more to do. We are currently working towards formalising specific, measurable ESG targets and strengthening our risk-response mechanisms. Our forward-looking strategy will further embed ESG across business operations, ensuring resilience and responsible value creation for all our stakeholders. 8: Details of the highest authority responsibl e for implementation and oversight of the Business Responsibility policy (ies). Mr. V.P. Nandakumar, MD and CEO. 9: Does the entity have a specified Committ ee of the Board/ Director responsible for decision making on sustainability related issues? (Yes / No). If yes, provide details. Yes, The Corporate Social Responsibility (CSR) Committee is designated to oversee and guide the company’s sustainability and CSR initiatives. 10: Details of Revie w of NGRBCs by the Company: Subject for Review Indicate whether review was undertaken by Director / Committee of the Board/ Any other Committee Frequency (Annually/ Half yearly/ Quarterly/ Any other – please specify) P1 P2 P3 P4 P5 P6 P7 P8 P9 P1 P2 P3 P4 P5 P6 P7 P8 P9 Performance against above policies and follow up action Committee of the Board Annually Compliance with statutory requirements of relevance to the principles, and, rectification of any non-compliances Committee of the Board Annually
Page 114
Annual Report 2 0 2 4 - 2 5 82 P1 P2 P3 P4 P5 P6 P7 P8 P9 11. Has the entity carried out independent assessment/ eval uation of the working of its policies by an external agency? (Yes/No). If yes, provide name of the agency. No SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE PRINCIPLE 1 Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent and Accountable. Essential Indicators 1. Percentage c overage by training and awareness programmes on any of the Principles during the financial year: Segment Total number of training and awareness programmes held Topics / principles covered under the training and its impact % age of persons in respective category covered by the awareness programmes Board of Directors 1 SEBI Compliance - ESG and the principles and disclosure requirements for the Business Responsibility and Sustainability Report. 100% Key Managerial Personnel 34 Key Managerial Personnel (KMPs) have undergone targeted training programs aligned with the principles of the National Guidelines on Responsible Business Conduct (NGRBC). These sessions have enhanced their capability to integrate sustainability, governance, and stakeholder interests into strategic and operational decision-making. • Principle 1: KMPs were trained on the Whistle Blower Policy, Gift Policy, Fair Practices Code for Lenders, Fair Lending Practice – Penal Charges in Local Accounts, Employee Code Reactivation Policy, and Anti-Money Laundering (AML) Policy and Procedures. These trainings have strengthened their ability to uphold ethical standards, recognise and mitigate risks related to conflicts of interest and non- compliance, and foster a transparent and accountable leadership culture. • Principle 3: Sessions on the Revised Transfer, Promotion, Posting and Job Rotation Policy, and Outstation Allowance Revision have enabled KMPs to ensure fairness in human resource decisions. These programs have reinforced their commitment to equitable treatment, career development, and employee welfare across various levels of the organisation. • Principle 6: Thr ough training on ESG and BRSR frameworks and the Green Vehicle Scheme, KMPs have gained insights into the company’s sustainability roadmap and environmental commitments. These sessions have enabled them to lead by example, promote low-carbon mobility options, and align strategic decisions with environmental goals. • Principle 9: Key leaders participated in training sessions covering Phishing & E-mail Security, Modus Operandi and Precautions Against Fraudulent Digital Transactions, Information Security Migration Awareness (ISO 27001:2022), Information Security Management System (ISMS), and Social Media Policy and Procedures. These have equipped KMPs to ensure robust information security governance, protect customer data, mitigate cyber risks, and promote responsible digital engagement within the organisation. 100%
Page 115
Business Responsibility and Sustainability Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 83 Segment Total number of training and awareness programmes held Topics / principles covered under the training and its impact % age of persons in respective category covered by the awareness programmes Employees other than BoD and KMPs 1966 The training topics are aligned with the nine principles of the National Guidelines on Responsible Business Conduct (NGRBC), and have been instrumental in enabling employees to apply these principles in their day-to-day roles. • Principle 1: Empl oyees were trained on the Code of Ethics, Whistleblower Policy, Employee Speak-up Policy, Insider Trading Policy, Gift Policy, Legal Policy, Anti-Money Laundering (AML) Policy, Fraud Risk Management, and Suspicious Transactions Reporting. These sessions have empowered employees to recognise ethical dilemmas, report irregularities without fear, avoid conflicts of interest, and comply with anti-fraud and anti-money laundering norms, thereby strengthening organisational integrity. • Principle 3: Well-being of Employees: Training programs on Employee Grievance Reporting Mechanisms and Fire and Safety Protocols have helped employees understand how to raise concerns in a structured and confidential manner and how to respond during emergencies. These initiatives have reinforced our commitment to providing a safe, healthy, and supportive work environment. • Principle 4: Responsiveness t o Stakeholders: Training on the Social Media Policy and Customer Confidentiality Guidelines has ensured that employees engage with external stakeholders in a responsible and professional manner, while also protecting customer data and the company’s reputation in digital and public platforms. • Principle 5: Respect f or Human Rights: Awareness sessions on Employee Benefits and Wellness, the POSH (Prevention of Sexual Harassment) Policy, and related grievance mechanisms have promoted a culture of dignity, equality, and respect within the workplace. Employees are now more aware of their rights and responsibilities in creating a respectful and inclusive environment. • Principle 6: Envir onmental Protection and Preparedness: Through training on our Business Continuity Management Policy and ESG Policy, employees have been sensitised to the importance of operational resilience and environmental sustainability. These trainings have equipped teams to respond effectively to disruptions and support the company’s long-term sustainability goals. • Principle 7: Responsibl e Policy Engagement: Legal and compliance teams were trained on the Legal Policy and Insider Policy to ensure that the company’s interactions with regulatory bodies are transparent, responsible, and fully compliant with applicable laws. • Principle 8: Inclusive Growth and Development: Training on the CSR Policy has helped employees understand how the company contributes to social impact initiatives and the role employees can play in advancing equitable development. • Principle 9: Customer Value and Protection: Sessions on the Fair Practice Code, Information Security and Cyber Security Awareness, Data Privacy, and Customer Grievance Resolution Mechanism have trained employees to serve customers fairly, handle data securely, and address complaints in a timely and transparent manner. 94.41% In addition to principle-specific training, role-based skill development programs have been rolled out across departments to strengthen functional capabilities and support career growth. These include domain-specific modules, compliance updates, and behavioural training that prepare employees for evolving business and regulatory demands. Workers 0 - 0%
Page 116
Annual Report 2 0 2 4 - 2 5 84 2. Details of fines / penalties / punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the entity or by directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, in the following format (Note: the entity shall make disclosures on the basis of materiality as specified in Regulation 30 of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 and as disclosed on the entity’s website): Monetary NGRBC Principle Name of the regulatory/ enforcement agencies/ judicial institutions Amount (In INR) Brief of the Case Has an appeal been preferred ? (Yes/No) Penalty/ Fine Principle 1 BSE ` 1,55,760/- Regulation 34 of SEBI (LODR) - Regulations, 2015 Non-submission of the Annual Report within the period prescribed under this regulation The Company paid the fine on 29 th October, 2024. No Principle 1 NSE ` 1,55,760/- Regulation 34 of SEBI (LODR) Regulations, 2015 - The Company paid the fine on 29 th October ,2024. No. Principle 1 RBI ` 41,50,000/- The Reserve Bank of India imposed a monetary penalty of ` 41.50 Lakhs (Rupees Forty One Lakhs Fifty Thousand Only) for non-compliance with paragraph 3(a)(v) of definitions under the Master Direction- Know Your Customer Direction (KYC) Direction 2016 (as updated on May 10, 2021). The violation involved 106 out of 118 KYC documents (constituting 90% of the sample), not being countersigned by the authorised officials Further observations included: In the initial off- site scrutiny, PAN details for three wallets were either incorrectly recorded or unavailable. Upon branch visits, PAN copies were unavailable for 27 out of 30 wallets constituting (90% of the sample), violating paragraph 16 of the KYC MD. Aadhar numbers were not redacted in 9 out of 95 wallets during off-site scrutiny. In branch level checks, Aadhar was not redacted in 7 of 14 wallets (50% of the sample) again violating paragraph 16, explanation 1 of the KYC Master Direction. Principle 1 RBI ` 20,00,000/- A monetary penalty of ` 20.00 Lakhs (Rupees Twenty Lakhs only) was imposed for the following violations: Failure to verify PAN through the verification facility of the issuing authority. Allotment of multiple UCICs (Unique Customer Identification Codes) to a single customer instead of maintaining a single UCIC per individual No Settlement - - - - - Compounding fee - - - - -
Page 117
Business Responsibility and Sustainability Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 85 Non-Monetary NGRBC Principle Name of the regulatory/ enforcement agencies/judicial institutions Brief of the Case Has an appeal been preferred ? (Yes/No) Imprisonment - - - - Punishment - - - - 3. Of the instances discl osed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or non-monetary action has been appealed. Not applicable. There were no cases of appeal or revision in the financial year. 4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-link to the policy. Yes, Manappuram Finance Limited has a robust and comprehensive anti-corruption and anti-bribery policy framework. Key components include: 1. Code of Conduct to R egulate, Monitor, and Report Trading by Designated Persons in Securities: Aligned with Regulation 9(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, this code prevents insider trading by ensuring the confidentiality of Unpublished Price Sensitive Information (UPSI). It prohibits designated persons and their immediate relatives from trading in the company’s securities while in possession of UPSI. 2. Code of Practic es and Procedures for Fair Disclosure of UPSI: Compliant with Regulation 8(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, this code mandates the fair, non-selective dissemination of UPSI, promoting transparency and integrity in disclosures. 3. Fair Pr actice Code (FPC): Following the Reserve Bank of India’s NBFC guidelines (Master Direction – NBFC–Scale Based Regulation, October 19, 2023), this code governs fair and ethical practices in lending, recovery, and service delivery. Together , these policies form a strong internal control environment focused on ethical conduct, preventing corruption/bribery, and promoting transparency. For full details, the policy documents are available on the official website: https:/ /www.manappuram. com/policies-codes 5. Number of Dir ectors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement agency for the charges of bribery/ corruption: There was no instanc e where disciplinary action was taken by any law enforcement agency for charges of bribery or corruption against directors and KMPs. 6. Details of complaints with r egard to conflict of interest: There wer e was no instances or complaints regarding conflict of interest against directors and KMPs. 7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest. There wer e was no instances where disciplinary action was taken by any law enforcement agency for charges of bribery, corruption or conflicts of interest against directors and KMPs in the financial year. 8. Number of days of accounts payables ((Accounts payable *365) / Cost of goods/services procured) in the following format: FY-2025 FY-2024 Number of days of accounts payables 74 99 9: Open-ness of business: Pro vide details of concentration of purchases and sales with trading houses, dealers, and related parties along-with loans and advances & investments, with related parties, in the following format:
Page 118
Annual Report 2 0 2 4 - 2 5 86 Parameter Metrics FY-2025 FY-2024 Concentration of Purchases a. Purchases from tr ading houses as % of total purchases 0 0 b. Number of tr ading houses where purchases are made from 0 0 c. Purchases from t op 10 trading houses as % of total purchases from trading houses 0% 0% Concentration of Sales a. Sales to deal ers /distributors as % of total sales 0% 0% b. Number of deal ers /distributors to whom sales are made 0 0 c. Sales to t op 10 dealers / distributors as % of total sales to dealers / distributors 0% 0% Share of RPTs in a. Purchases (Purchases with r elated parties / Total Purchases) 0.01% 0.03% b. Sales (Sales t o related parties / Total Sales) 0.25% 0.10% c. Loans & advanc es (Loans & advances given to related parties/ Total loans & advances) 0.07% 0.58% d. Investments (In vestments in related parties / Total Investments made) 2.74% 17.63% Note: Manappuram Finance Limited, as a finance company, recognises that its turnover primarily comprises interest income, while its purchases relate to interest payments to lenders. Leadership Indicators 1. Awar eness programmes conducted for value chain partners on any of the Principles during the financial year: During the financial year, Manappuram Finance Limited maintained regular engagement with its value chain partners, reinforcing expectations of responsible and ethical conduct. While no formal awareness programmes directly aligned with the BRSR Principles were conducted, the company continued to promote sustainability-oriented practices through ongoing operational communication and partner interactions. These efforts reflect our commitment to integrating ESG values across our ecosystem. Going forward, Manappuram aims to develop more structured awareness and capacity-building initiatives to further embed these principles within its value chain. 2. Does the entity have pr ocesses in place to avoid/ manage conflict of interests involving members of the Board? (Yes/No) If Yes, provide details of the same. Yes, Manappuram Finance Limited maintains robust processes to prevent and manage conflicts of interest involving Board members. • Policy on Related Party Transactions: To mitigate potential conflicts, we have implemented a comprehensive Policy on Related Party Transactions. This policy establishes guidelines and procedures for identifying, evaluating, and managing transactions involving related parties, including Board members. It ensures that such transactions are conducted at arm’s length and in the best interests of the company and its stakeholders. • Code of Conduct to R egulate, Monitor, and Report Trading by Designated Persons in Securities of Manappuram Finance Limited: In compliance with Regulation 9(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, our Code of Conduct regulates, monitors, and reports trading by designated persons in Manappuram Finance Limited’s securities. It aims to prevent insider trading, uphold securities laws, and safeguard the company’s reputation and integrity. The code strictly prohibits designated persons and their immediate relatives from trading in the company’s securities while in possession of Unpublished Price Sensitive Information (UPSI). • Code of Practic es and Procedures for Fair Disclosure of Unpublished Price Sensitive Information: As per Regulation 8(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, our Fair Disclosure Code ensures the equitable and non-selective dissemination of UPSI. It outlines principles, procedures, and practices for the uniform and fair disclosure of UPSI by the company. • Fair Pr actice Code (FPC): Developed in accordance with guidelines from the Reserve Bank of India, our Fair Practice Code sets out ethical standards for non-banking financial companies. It has been updated to comply with the Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023, issued on October 19, 2023.
Page 119
Business Responsibility and Sustainability Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 87 PRINCIPLE 2 Businesses should provide goods and services in a manner that is sustainable and safe Essential Indicators 1. Per centage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and social impacts of product and processes to total R&D and capex investments made by the entity, respectively. This disclosure is not applicabl e given the nature of the company’s business operations. 2 a.: Does the entity have pr ocedures in place for sustainable sourcing? No. Manappur am Finance Limited does not have formalised procedures in place for sustainable sourcing due the nature of our business operations. 2 b.: If yes, what per centage of inputs were sourced sustainably? Not Applicabl e. 3: Describe the processes in plac e to safely reclaim your products for reusing, recycling and disposing at the end of life, for (a) Plastics (including packaging) (b) Hazardous waste and ( c) other waste. Not Applicable. 4. Whether Extended Pr oducer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not, provide steps taken to address the same No. Leader ship Indicators 1. Has the entity conducted Lif e Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing industry) or for its services (for service industry)? If yes, provide details in the following format? Not Applicable. Manappuram Finance Limited does not manufacture physical products; rather, it provides financial solutions such as gold loans, microfinance, and other related services. The nature of the business does not lend itself to LCA evaluations, which are typically relevant for manufacturing-based operations with tangible product life cycles. 2. If there ar e any significant social or environmental concerns and/or risks arising from production or disposal of your products / services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any other means, briefly describe the same along-with action taken to mitigate the same. Not Applicable. 3. Describe the processes in plac e to safely reclaim your products for reusing, recycling and disposing at the end of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste. Not Applicable 4. Of the products and pack aging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and safely disposed, as per the following format: Not Applicable 5. Reclaimed products and their pack aging materials (as percentage of products sold) for each product category. Not Applicable
Page 120
Annual Report 2 0 2 4 - 2 5 88 PRINCIPLE 3 Businesses should respect and promote the well-being of all employees, including those in their value chains Essential Indicators 1. a. Details of measures f or the well-being of employees: Category % of employees covered by Total (A) Health insurance Accident insurance Maternity benefits Paternity Benefits Day Care facilities Number (B) % (B/A) Number ( c) % (C/A) Number (D) % (D/A) Number (E) % (E/A) Number (F) % (F/A) Permanent employees Male 18072 9127 50.50% 12769 70.66% 0 0% 0 0% 0 0% Female 6578 3039 46.20% 4549 69.15% 242 3.68% 0 0% 0 0% Total 24650 12166 49.35% 17318 70.26% 242 0.98% 0 0% 0 0% Other than Permanent employees Male 2378 747 31.41% 808 33.98% 0 0% 0 0% 0 0% Female 5818 242 4.16% 263 4.52% 0 0% 0 0% 0 0% Total 8196 989 12.07% 1071 13.07% 0 0% 0 0% 0 0% 1. b. Details of measures f or the well-being of workers: Category % of workers covered by Total (A) Health insurance Accident insurance Maternity benefits Paternity Benefits Day Care facilities Number (B) % (B/A) Number ( c) % (C/A) Number (D) % (D/A) Number (E) % (E/A) Number (F) % (F/A) Permanent workers Male 0 0 0% 0 0% 0 0% 0 0% 0 0% Female 0 0 0% 0 0% 0 0% 0 0% 0 0% Total 0 0 0% 0 0% 0 0% 0 0% 0 0% Other than Permanent workers Male 0 0 0% 0 0% 0 0% 0 0% 0 0% Female 0 0 0% 0 0% 0 0% 0 0% 0 0% Total 0 0 0% 0 0% 0 0% 0 0% 0 0% c. Spending on measur es towards well-being of employees and workers (including permanent and other than permanent) in the following format- FY-2025 FY-2024 Cost incurred on wellbeing measures as a % of total revenue of the company 1.51% 1.98% 2. Details of retir ement benefits, for Current FY and Previous Financial Year. Benefits FY-2025 FY-2024 No. of employees covered as a % of total employees No. of workers covered as a % of total workers Deducted and deposited with the authority (Y/N/N.A.) No. of employees covered as a % of total employees No. of workers covered as a % of total workers Deducted and deposited with the authority (Y/N/N.A.) PF 99.70% 0% Y 99.68% 0% Y Gratuity 20.96% 0% Y 24.45% 0% Y ESI 60.69% 0% Y 64.56% 0% Y
Page 121
Business Responsibility and Sustainability Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 89 3. Accessibility of workplaces Are the premises / offic es of the entity accessible to differently abled employees and workers, as per the requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard. No, Manappuram Finance Limited acknowledges that its offices are not yet fully compliant with the accessibility requirements outlined in the Rights of Persons with Disabilities Act, 2016. We recognise the importance of creating an inclusive and accessible work environment for all individuals, including persons with disabilities. In this regard, we are in the process of evaluating our infrastructure and operational policies to identify necessary improvements. Future upgrades and new facility developments will integrate accessibility features to better support the needs of differently abled employees and workers. 4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-link to the policy. No, w e do not currently have an equal opportunity policy. 5. Return to work and Ret ention rates of permanent employees and workers that took parental leave. Gender Permanent employees Permanent workers Return to work rate Retention rate Return to work rate Retention rate Male 0% 0% 0% 0% Female 100% 52.49% 0% 0% Total 100% 52.49% 0% 0% 6. Is there a mechanism av ailable to receive and redress grievances for the following categories of employees and worker? If yes, give details of the mechanism in brief. Yes/No (If Yes, then give details of the mechanism in brief) Permanent Workers No. Other than Permanent Workers No. Permanent Employees Yes. Other than Permanent Employees Yes. Note: Manappuram Financ e Limited has established a formal grievance redressal mechanism for all categories of employees. The company has implemented a comprehensive Employee Grievance Policy that provides a structured and transparent framework for reporting and resolving grievances. This mechanism allows employees to raise concerns or complaints related to workplace issues, policies, conduct, or any other matter impacting their work environment. Grievances can be submitted in writing or electronically to designated officers or HR representatives. All grievances are reviewed objectively, and appropriate actions are taken in a timely manner. The process is designed to ensure confidentiality, fairness, and protection against retaliation, thereby promoting a safe and supportive workplace for all. 7. Membership of empl oyees and worker in association(s) or Unions recognised by the listed entity: Manappuram Finance Limit ed does not recognise any employee unions or associations. None of our employees are part of any employee union or association.
Page 122
Annual Report 2 0 2 4 - 2 5 90 8. Details of training giv en to employees and workers: Category FY-2025 FY-2024 Total (A) On Health and safety measures On Skill upgradation Total (D) On Health and safety measures On Skill upgradation No. (B) % (B/A) No. ( c) % (C/A) No. (E) % (E/D) No. (F) % (F/D) Employees Male 23890 22554 94.41% 22049 92.29% 22879 22152 96.82% 22152 96.82% Female 8956 8484 94.73% 8532 95.26% 6841 6819 99.68% 6819 99.68% Total 32846 31038 94.50% 30581 93.10% 29720 28971 97.48% 28971 97.48% Workers Male 0 0 0% 0 0% 0 0 0% 0 0% Female 0 0 0% 0 0% 0 0 0% 0 0% Total 0 0 0% 0 0% 0 0 0% 0 0% 9. Details of performanc e and career development reviews of employees and worker: Category FY-2025 FY-2024 Total (A) No. (B) % (B / A) Total ( c) No. (D) % (D / C) Employees Male 23890 11665 48.82% 22879 9166 40.06% Female 8956 4962 55.40% 6841 1133 16.56% Total 32846 16627 50.62% 29720 10299 34.65% Workers Male 0 0 0% 0 0 0% Female 0 0 0% 0 0 0% Total 0 0 0% 0 0 0% 10: Health and safety management syst em: a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If yes, the coverage such system? Yes. Manappur am Finance Limited has implemented an internal Occupational Health and Safety Management System across its corporate offices, zonal offices, and branches. The system includes regular fire and safety drills to ensure preparedness for emergencies, strict workplace hygiene and sanitation practices to maintain a clean and healthy environment, and ongoing health and safety awareness programs. Safety-related information is disseminated through internal communication channels covering topics such as road safety, personal wellness, hydration, and physical activity. b. What are the proc esses used to identify work-related hazards and assess risks on a routine and non-routine basis by the entity? The company uses a structured Security and Branch Ambience Checklist to identify and assess work-related hazards. This checklist evaluates factors such as the branch exterior and interior layout, customer service area quality, availability of water and basic amenities, and overall branch security. These assessments are carried out routinely by the administration and facility teams to ensure that both routine and non-routine risks are monitored and mitigated effectively. c. Whether you hav e processes for workers to report the work related hazards and to remove themselves from such risks. (Y/N) Yes. d. Do the employees/ work er of the entity have access to non-occupational medical and healthcare services? (Yes/ No) Yes.
Page 123
Business Responsibility and Sustainability Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 91 11. Details of safety r elated incidents, in the following format: Not Applicable. 12. Describe the measures taken by the entity t o ensure a safe and healthy work place. Manappuram Financ e Limited takes several measures to ensure a safe and healthy workplace for its employees. For detailed information, please refer to our response to Principle 3, Essential Disclosure 10a, where we provide comprehensive details about our efforts in promoting a safe and healthy work environment 13. Number of Complaints on the f ollowing made by employees and workers: FY-2025 FY-2024 Filed during the year Pending resolution at the end of year Remarks Filed during the year Pending resolution at the end of year Remarks Working Conditions 1 0 - 13 1 One complaint settled on April 9, 2024 Health & Safety 0 0 - 0 0 - 14. Assessments for the year: % of your plants and offices that were assessed (by entity or statutory authorities or third parties) Working Conditions 100% Health & Safety Practices 0% 15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant risks / concerns arising from assessments of health & safety practices and working conditions. No major corr ective actions were necessitated during the year. We conduct periodic assessments based on our security and branch ambiance checklist to identify and address any concerns proactively. Each branch is responsible for ensuring compliance with the checklist and maintaining the quality standards outlined. These assessments help us continually improve our health and safety practices, ensuring a safe and secure working environment for our employees and customers. Leadership Indicators 1. Does the entity extend any lif e insurance or any compensatory package in the event of death of (A) Employees (Y/N) (B) Workers (Y/N). Yes, in the unf ortunate event of the death of an employee, Manappuram Finance Limited extends the following compensatory benefits to the nominee or legal heir: 1. Gratuity 2. Provident F und Settlement 3. Employee Deposit Linked Insur ance (EDLI) 4. Group Life Insur ance 5. Group Personal Accident (GPA) Insurance These benefits reflect the c ompany’s commitment to supporting the families of its employees and ensuring financial protection during unforeseen circumstances.
Page 124
Annual Report 2 0 2 4 - 2 5 92 2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the value chain partners. Manappuram Finance Limit ed places strong emphasis on ensuring statutory compliance across its value chain. We have a stringent vendor onboarding and evaluation process, which includes a thorough review of a vendor’s historical compliance with applicable statutory and regulatory obligations. As part of this process, prospective vendors are required to furnish relevant documentation—such as GST registration, PAN, EPF/ESI registration and past compliance records, prior to engagement. This due diligence approach helps us ensure that we engage with value chain partners who demonstrate a verifiable commitment to legal and ethical standards. 3. Provide the number of employees / workers having suffered high consequence workrelated injury / ill-health / fatalities (as reported in Q11 of Essential Indicators above), who have been are rehabilitated and placed in suitable employment or whose family members have been placed in suitable employment: Not Applicable. 4. Does the entity provide tr ansition assistance programs to facilitate continued employability and the management of career endings resulting from retirement or termination of employment? (Yes/ No) No. Curr ently, Manappuram Finance Limited does not have formal transition assistance programs in place to support continued employability or the management of career endings resulting from retirement or termination of employment. 5. Details on assessment of v alue chain partners: % of value chain partners (by value of business done with such partners) that were assessed Working Conditions 0% Health & Safety Practices 0% Note: Manappuram Financ e Limited did not conduct assessments of our value chain partners during the reporting period. 6. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from assessments of health and safety practices and working conditions of value chain partners. Not Applicable. PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders Essential Indicators 1. Describe the processes f or identifying key stakeholder groups of the entity At Ma nappuram Finance Limited, we follow a structured and ongoing process to identify our key stakeholder groups. This process begins with a detailed analysis of our business operations to map all individuals and entities impacted by or having an interest in our activities. Our primary stakeholders include shareholders and investors, employees, customers, business partners, suppliers, local communities, and government and regulatory bodies. We also consider the broader impact of our operations on local communities, recognising them as integral to our stakeholder ecosystem. Through continuous engagement and assessment, we ensure we remain responsive to stakeholder expectations and concerns. This approach enables us to manage relationships effectively, mitigate risks, promote sustainable practices, and deliver long-term value to all stakeholders.
Page 125
Business Responsibility and Sustainability Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 93 2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group. Stakeholder Group Whether identified as Vulnerable & Marginalised Group (Yes/ No) Channels of communication (Email, SMS, Newspaper, Pamphlets, Advertisement, Community Meetings, Notice Board, Website), Other Frequency of engagement (Annually/ Half yearly/ Quarterly / others – please specify) Purpose and scope of engagement including key topics and concerns raised during such engagement Shareholders and Investors No Email, Newspaper, Website, SMS, Post Quarterly - Update of the company - Call for meeting Employees No Email, Website, SMS. As Required - Update of company - Work update Customers No Email, Website, SMS, Newspaper, Post As Required - To share new loan scheme - Interest rate changes - To intimate due dat e for payment , auction related and other statuary intimations Business partners No Email, Website As Required - Update of the company Suppliers No Email As Required - Update of the company - Official communication lik e Purchase order, payment confirmation, Collecting quotation etc Local Communities Yes Website, Social Media Post As Required - Educate l ocal communities on the initiatives and benefits. - Collect feedback fr om community leaders and members. - Address griev ances raised by local communities. Government and Regulators No Email, Post As Required - Update compliance - Take r egulatory approvals and regulatory intimations Leadership Indicators 1. Provide the pr ocesses for consultation between stakeholders and the Board on economic, environmental, and social topics or if consultation is delegated, how is feedback from such consultations provided to the Board. At Manappuram Finance Limit ed, we have established structured processes to ensure effective consultation between stakeholders and the Board on economic, environmental, and social matters. Stakeholder consultations are conducted through multiple channels, including meetings, surveys, feedback mechanisms, and dedicated stakeholder forums. These engagements enable stakeholders to share their views, concerns, and recommendations directly with the management. Feedback gathered thr ough these consultations is systematically documented and reported to the Board through structured reporting mechanisms. This includes regular updates on stakeholder engagement activities, key topics raised, and the actions taken in response. Such reporting ensures that the Board remains informed about stakeholder expectations and concerns, enabling it to integrate these insights into strategic decision-making. We believ e that maintaining continuous and transparent dialogue with stakeholders strengthens trust, supports responsible business practices, and enhances our long-term sustainability outcomes.
Page 126
Annual Report 2 0 2 4 - 2 5 94 2. Whether stakehol der consultation is used to support the identification and management of environmental, and social topics (Yes / No). If so, provide details of instances as to how the inputs received from stakeholders on these topics were incorporated into policies and activities of the entity. No. 3 . Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/ marginalised stakeholder groups. At Manappuram Finance Limit ed, we are deeply committed to fostering inclusive development by proactively engaging with vulnerable and marginalised stakeholder groups. Our efforts are focused on understanding their unique challenges and delivering targeted interventions to enhance their socio-economic well-being. Key initiatives undertaken during the reporting period include: 1. Com munity Needs Assessment – Conducted structured surveys and assessments in underserved areas to identify specific needs of marginalised populations. 2. Sta keholder Collaboration – Partnered with local leaders, NGOs, and grassroots organisations to co-create solutions addressing critical social issues. 3. Impact Ev aluation – Implemented feedback mechanisms and community consultations to evaluate the effectiveness of our initiatives and refine strategies accordingly. 4. Educational Support – Pr ovided scholarships, learning materials, and digital education access to children from low-income and socially disadvantaged backgrounds. 5. Healthcare Access – Organised free medical camps and health awareness drives to ensure access to basic healthcare services for underserved communities. 6. Skill Dev elopment and Vocational Training – Conducted training programs in areas such as tailoring, computer literacy, and financial literacy to enhance employability. 7. Infrastructure Development – Supported the construction of community amenities including toilets, drinking water facilities, and multipurpose centers. 8. Emergency Relief and Rehabilitation – Deliv ered immediate assistance, food supplies, and rebuilding support during floods and other local disasters. 9. Women Empow erment – Promoted self-help groups, microfinance opportunities, and entrepreneurship training to support the socio-economic advancement of women. 10. Livelihood Enhancement – Off ered financial assistance, tools, and capacity-building support for small-scale businesses, artisans, and farmers. Through these initiatives, Manappuram Finance Limited has demonstrated its commitment to inclusive growth and responsible corporate citisenship. We continue to align our community outreach programs with stakeholder needs to contribute meaningfully toward a more equitable and resilient society.
Page 127
Business Responsibility and Sustainability Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 95 PRINCIPLE 5 Businesses should respect and promote human rights Essential Indicators 1. Employees and work ers who have been provided training on human rights issues and policy(ies) of the entity, in the following format: Category FY-2025 FY-2024 Total (A) No. of employees / workers covered (B) % (B / A) Total ( c) No. of employees / workers covered (D) % (D / C) Employees Permanent 24650 23562 95.59% 22879 22152 96.82% Other than Permanent 8196 7789 95.03% 6841 6819 99.68% Total Employees 32846 31351 95.45% 29720 28971 97.48% Workers Permanent 0 0 0% 0 0 0% Other than Permanent 0 0 0% 0 0 0% Total Workers 0 0 0% 0 0 0% 2. Details of minimum wages paid t o employees and workers, in the following format: Category FY-2025 FY-2024 Total (A) Equal to Minimum Wage More than Minimum Wage Total (D) Equal to Minimum Wage More than Minimum Wage No. (B) % (B/A) No. ( c) % (C/A) No. (E) % (E/D) No. (F) % (F/D) Employees Permanent Male 18072 11578 64.07% 6494 35.93% 16149 3358 20.79% 12791 79.21% Female 6578 4839 73.56% 1739 26.44% 6321 993 15.71% 5328 84.29% Other than Permanent Male 5818 763 13.11% 5055 86.89% 6730 3797 56.42% 2933 43.58% Female 2378 403 16.95% 1975 83.05% 520 261 50.19% 259 49.81% Workers Permanent Male 0 0 0% 0 0% 0 0 0% 0 0% Female 0 0 0% 0 0% 0 0 0% 0 0% Other than Permanent Male 0 0 0% 0 0% 0 0 0% 0 0% Female 0 0 0% 0 0% 0 0 0% 0 0% 3: Details of remuner ation/salary/wages a.: Median remuneration / w ages: Male Female Number Median remuneration/ salary/ wages of respective category Number Median remuneration/ salary/ wages of respective category Board of Directors (BoD) 7 ` 52,02,500 3 ` 45,50,000 Key Managerial Personnel 2 ` 6,31,26,318 2 ` 1,67,58,000 Employees other than BoD and KMP 23886 ` 3,09,085 8956 ` 2,94,334 Workers 0 - - -
Page 128
Annual Report 2 0 2 4 - 2 5 96 b.: Gross wages paid t o females as % of total wages paid by the entity, in the following format FY-2025 FY-2024 Gross wages paid to females as % of total wages 21.91% 21.48% 4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or contributed to by the business? (Yes/No) Yes. Manappur am Finance Limited recognises the significance of addressing human rights impacts within its operations and has established appropriate mechanisms and governance structures to uphold and protect these rights. 1. Protection of Women Against Sexual Harassment (POSH): In accordance with legal requirements, the company has implemented a robust POSH Policy and constituted Internal Complaints Committees (ICCs) at the Registered Office and across regional offices. These committees are specifically tasked with handling complaints of sexual harassment in a prompt, confidential, and effective manner, ensuring a safe and respectful workplace for all employees. 2. Redressal of Employee Grievances: The company has also instituted a Group-level Employee Grievance Redressal Committee under its Redressal of Employee Grievance Policy. This committee serves as a dedicated focal point to address workplace-related concerns, including those with potential human rights implications, through a structured and transparent process. These committ ees act as focal points to address any adverse human rights impacts the business may cause or contribute to. They reflect Manappuram Finance Limited’s commitment to fostering an equitable, ethical, and compliant work environment aligned with core human rights principles. 5. Describe the internal mechanisms in plac e to redress grievances related to human rights issues. Manappuram Financ e Limited has established dedicated internal mechanisms to address human rights-related grievances and ensure a fair, safe, and compliant workplace environment. 1. POSH (Prev ention of Sexual Harassment) Complaint Process: In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the company has constituted Internal Complaints Committees (ICCs) at its Registered Office and across regions. Any aggrieved woman can file a written complaint with the ICC or via email at icc@manappuram.com within three months of the incident, which may be extended under justifiable circumstances. The ICC conducts conciliation and, if required, inquiry proceedings with quasi-judicial authority. Based on the findings, the ICC submits recommendations to management, which are acted upon with confidentiality and diligence. The mechanism allows for an appeal within ninety days of the decision. 2. Employee Grievanc e Redressal Mechanism: We have implemented a structured Employee Grievance Redressal Policy. Employees are encouraged to first raise their concerns with their immediate supervisors. If unresolved, grievances can be escalated to the HR Grievance Officer via the internal DotNet module. All grievances are categorised, investigated, and addressed in a time-bound manner. Escalation protocols ensure that unresolved issues are referred to higher-level committees for appropriate redressal. Feedback mechanisms and review processes support continuous improvement and transparency. These mechanisms demonstr ate the company’s commitment to respecting and upholding human rights and ensuring that concerns are addressed promptly, confidentially, and fairly across the organisation.
Page 129
Business Responsibility and Sustainability Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 97 6. Number of Complaints on the f ollowing made by employees and workers: FY-2025 FY-2024 Filed during the year Pending resolution at the end of year Remarks Filed during the year Pending resolution at the end of year Remarks Sexual Harassment 5 0 2 0 Discrimination at workplace 0 0 0 0 Child Labour 0 0 0 0 Forced Labour/ Involuntary Labour 0 0 0 0 Wages 0 0 0 0 Other human rights related issues 0 0 0 0 7. Complaints filed under the Se xual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, in the following format: FY-2025 FY-2024 Total Complaints reported under Sexual Harassment on of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) 5 2 Complaints on POSH as a % of female employees / workers 0.06% 0.03% Complaints on POSH upheld 0 1 8. Mechanisms to pre vent adverse consequences to the complainant in discrimination and harassment cases. Manappuram Finance Limit ed is committed to creating a workplace where employees feel safe and empowered to raise concerns without fear of retaliation. To prevent adverse consequences to complainants in cases of discrimination and harassment, the company enforces strict confidentiality and protection measures: 1. The identity and details of the aggriev ed enployee, respondent, and any witnesses. 2. The contents of the complaint and all records of the conciliation and inquiry proceedings. 3. Any actions taken by the employer based on the IC’s recommendations. Disclosure of this information to the public, press, or media is strictly prohibited to safeguard the complainant’s privacy and dignity. Information regarding justice delivered may be shared in anonymised form, ensuring that identities are not revealed. Any breach of confidentiality by committee members, parties involved, or anyone handling the case is considered a serious violation and invites disciplinary action under the applicable service rules. These protections ensur e that complainants are not subjected to retaliation, victimisation, or reputational harm, thereby reinforcing our commitment to a respectful and equitable workplace. 9. Do human rights requirements f orm part of your business agreements and contracts? (Yes/No) No. Human rights r equirements currently do not form part of the business agreements and contracts, but we encourage our value chain to ensure compliance with human rights requirements.
Page 130
Annual Report 2 0 2 4 - 2 5 98 10. Assessments for the year: % of your plants and offices that were assessed (by entity or statutory authorities or third parties) Child labour 0% Forced/involuntary labour 0% Sexual harassment 0% Discrimination at workplace 0% Wages 0% Others - please specify - Note: - At Manappur am Finance Limited, we expect and encourage all employees to uphold and respect human rights values and principles in their conduct. To address human rights concerns effectively, we have established dedicated policies that outline our commitment to human rights. We have also implemented adequate channels for employees and stakeholders to report any human rights grievances. All complaints received are addressed by the designated grievance committee, which ensures thorough investigation and timely resolution in accordance with our policies and procedures. 11. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at Question 9 above. Not Applicable. Leadership Indicat ors 1. Details of a business proc ess being modified / introduced as a result of addressing human rights grievances/complaints. At Manappuram Finance Limit ed, while no business process has been modified as a direct result of addressing human rights grievances to date, we remain committed to ensuring that any concerns related to human rights are effectively reported and addressed. We have established multiple channels for reporting human rights grievances, and all complaints received are reviewed by the designated committee. Appropriate actions are taken to address these concerns promptly, reinforcing our commitment to upholding human rights across our operations. 2. Details of the scope and c overage of any Human rights due-diligence conducted. Not Applicable. 3. Is the premise/offic e of the entity accessible to differently abled visitors, as per the requirements of the Rights of Persons with Disabilities Act, 2016? No. We acknowledge that our premises/offices are not currently fully accessible to differently abled visitors in accordance with the requirements of the Rights of Persons with Disabilities Act, 2016. 4. Details on assessment of v alue chain partners: Not Applicable. 5. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at Question 4 above. Not Applicable.
Page 131
Business Responsibility and Sustainability Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 99 PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment Essential Indicators 1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format: Units FY-2025 FY-2024 From renewable sources Total electricity consumption (A) Gigajoule (GJ) 111.36 228.31 Total fuel consumption (B) Gigajoule (GJ) - - Energy consumption through other sources (c) Gigajoule (GJ) - - T otal energy consumed from renewable sources (A+B+C) Gigajoule (GJ) 111.36 228.31 From non-renewable sources Total electricity consumption (D) Gigajoule (GJ) 71430 .44 64985 .23 Total fuel consumption (E) Gigajoule (GJ) 1803 .19 1955 .35 Energy consumption through other sources (F) Gigajoule (GJ) - - Total energy consumed from non- renewable sources (D+E+F) Gigajoule (GJ) 73233 .63 66940 .58 Total energy consumed (A+B+C+D+E+F) Gigajoule (GJ) 73344 .99 67168 .90 Energy intensity per rupee of turnover (Total energy consumed / Revenue from operations) Gigajoule (GJ)/ Crore 10 .62 11 .52 Energy intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) (Total energy consumed / Revenue from operations adjusted for PPP) Gigajoule (GJ)/ Million 21 .94 26 .36 Energy intensity in terms of physical output - - Energy intensity (optional) – the relevant metric may be selected by the entity - - 2. Does the entity have any sit es / facilities identified as designated consumers (DCs) under the Performance, Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved. In case targets have not been achieved, provide the remedial action taken, if any. No. 3. Provide details of the following disclosures related to water, in the following format: Parameter FY-2025 FY-2024 Water withdrawal by source (in kilolitres) (i) Surface water - - (ii) Groundwater 21000 KL 16262.5 KL (iii) Third party water 601.70 KL 337.36 KL (iv) Seawater / desalinated water - - (v) Others - - Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v) 21601.70 16599.86 KL Total volume of water consumption (in kilolitres) 0 KL 0 KL Water intensity per rupee of turnover (Total water consumption / Revenue from operations) 3.13 KL/Crore 2.84 KL/Crore Water intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) (Total water consumption / Revenue from operations adjusted for PPP) 6.46 KL/ Million 6.51 KL/ Million Water intensity in terms of physical output - - Water intensity (optional) – the relevant metric may be selected by the entity - - Note: The w ater withdrawal data provided pertains to drinking water and groundwater. Data from third-party water sources at branches is not included.
Page 132
Annual Report 2 0 2 4 - 2 5 100 4. Provide the following details related to water discharged: Parameter FY-2025 FY-2024 Water discharge by destination and level of treatment (in kilolitres) (i) Surface w ater - No treatment - - - With treatment – pl ease specify level of treatment - - (ii) Groundwat er - No treatment - - - With treatment – pl ease specify level of treatment - - (iii) Third party wat er - No treatment 21601.70 KL 16599.86 KL - With treatment – pl ease specify level of treatment - - (iv) Seawater / desalinated water - No treatment - - - With treatment – pl ease specify level of treatment - - (v) Others - No treatment - - - With treatment – pl ease specify level of treatment - - Total water discharged (in kilolitres) 21601.70 KL 16599.86 KL Note: The w ater discharge data provided pertains to drinking water and groundwater. Data from third-party water sources at branches is not included. 5: Has the entity implemented a mechanism f or Zero Liquid Discharge? If yes, provide details of its coverage and implementation. No. 6: Please pro vide details of air emissions (other than GHG emissions) by the entity, in the following format: Not Applicable. 7: Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format: Parameter Unit FY-2025 FY-2024 Total Scope 1 Emissions TCO2e 128.07 138.88 Total Scope 2 Emissions TCO2e 14424.98 12924.84 Total Scope 1 and Scope 2 emission intensity per rupee of turnover (Total Scope 1 and Scope 2 GHG emissions / Revenue from operations) TCO 2e/ Crore 2.11 2.24 Total Scope 1 and Scope 2 emission intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) (Total Scope 1 and Scope 2 GHG emissions / Revenue from operations adjusted for PPP) TCO 2e/ Million 4.35 5.12 Total Scope 1 and Scope 2 emission intensity in terms of physical output - - - Total Scope 1 and Scope 2 emission intensity (optional) the relevant metric may be selected by the entity - - -
Page 133
Business Responsibility and Sustainability Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 101 8: Does the entity have any pr oject related to reducing Green House Gas emission? If Yes, then provide details. Manappuram Finance Limit ed is dedicated to reducing Greenhouse Gas (GHG) emissions through multiple strategic initiatives: 1. Solar Electrification: We are implementing solar systems at our head and branch offices to reduce reliance on purchased electricity. In FY 2024-25, we achieved an 18% increase in solar electricity production compared to FY 2022-23, reflecting our commitment to expanding renewable energy use. 2. Electric V ehicle Fleet: : We are actively transitioning our vehicle fleet to electric vehicles (EVs), which resulted in an estimated reduction of 1,923 KgCO2e emissions during the reporting year. 3. Employee Green V ehicle Scheme: To encourage sustainable commuting, we offer reimbursements to employees purchasing new electric two-wheelers or cars under our Green Vehicle Scheme. This initiative reduces employees’ travel emissions, supports clean mobility, and reinforces our position as a responsible employer. Together, these efforts demonstrate our strong commitment to environmental sustainability and our goal to mitigate climate change impacts across our operations and workforce. 9: Provide details r elated to waste management by the entity, in the following format: Parameter FY-2025 FY-2024 Total Waste generated (in metric tonnes) Plastic waste (A) 0.66 1.462 E-waste (B) 0 0 Bio-medical waste (c) 0 0 Construction and demolition waste (D ) 1.04 0 Battery waste (E) 0 0 Radioactive waste (F) 0 0 Other Hazardous waste. Please specify, if any. (G) 0 0 Other Non- hazardous waste generated (H). Please specify, if any. (Break-up by composition i.e. by materials relevant to the sector) 1.97 0 Total (A+B+C+D+E+F+G+H) 3.68 1.462 Waste intensity per rupee of turnover (Total waste generated / Revenue from operations) 0.0005 MT/ Crore 0.0002 MT/ Crore Waste intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) (Total waste generated / Revenue from operations adjusted for PPP) 0.0011 MT/ Million 0.0005 MT/ Million Waste intensity in terms of physical output - - Waste intensity (optional) the relevant metric may be selected by the entity - - For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in metric tonnes) Recycled - - Re-used - - Other recovery operations - - Total - - For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes) Incineration - - Landfilling - - Other disposal operations - - Total - - Note: The w aste data provided pertains solely to the head office of Manappuram Finance Limited.
Page 134
Annual Report 2 0 2 4 - 2 5 102 10: Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your company t o reduce usage of hazardous and toxic chemicals in your products and processes and the practices adopted to manage such wastes. At Manappuram Finance Limited, we prioritise sustainable waste management and responsible chemical usage across our operations. Our waste management practices include: Plastic Waste Management: Plastic waste generated at our offices is collected and sent to accredited third-party recyclers to ensure environmentally responsible recycling and disposal. E-w aste Management: We follow stringent protocols for e-waste disposal. Prior to disposal, all hard drives are securely removed to protect data privacy, and the e-waste is handed over to authorised third-party recyclers for safe processing and disposal in compliance with applicable regulations. Septic W aste Treatment: Our premises are equipped with a Sewage Treatment Plant (STP) to treat septic waste efficiently, ensuring compliance with environmental norms and preventing contamination of natural water bodies. As a financial services or ganisation, the use of hazardous or toxic chemicals in our operations is minimal. However, we remain committed to minimising any potential risks through strict procurement controls and ensuring safe disposal practices wherever applicable. 11: If the entity has operations/ offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals / clearances are required, please specify details in the following format: Not Applicable. 12 : Deta ils of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current financial year: Not Applicable. 13: Is the entity compliant with the applicable en vironmental law/ regulations/ guidelines in India; such as the Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following format: Yes Leader ship Indicators 1: Water withdrawal, consumption and discharge in areas of water stress (in kilolitres): For each facility / plant located in areas of water stress, provide the following information: (i) Name of the area (ii) Nature of operations (iii) Water withdrawal, consumption and discharge in the following format: Not Applicable. 2. Please pro vide details of total Scope 3 emissions & its intensity, in the following format: Not Applicable. 3: With respect to the ec ologically sensitive areas reported at Question 11 of Essential Indicators above, provide details of significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation activities. Not Applicable.
Page 135
Business Responsibility and Sustainability Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 103 4. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource efficiency, or reduc e impact due to emissions / effluent discharge / waste generated, please provide details of the same as well as outcome of such initiatives, as per the following format: Sr No Initiative undertaken Details of the initiative (Web-link, if any, may be provided along-with summary) Outcome of the initiative 1 Adoption of Renewable Energy Implementation of solar electrification at head office locations. Achieved 31 MWh of renewable energy consumption, reducing dependence on conventional energy sources. 2 Energy Efficiency Measures Continuous monitoring and optimisation of energy use within operations. Achieved a 7.82% reduction in energy intensity per unit of revenue, enhancing operational efficiency. 3 Emission Reduction Initiatives Implementation of energy efficiency improvements and clean energy usage through solar panel installation and adoption of electric vehicles. Achieved a 5.96% reduction in Scope 1 and Scope 2 emission intensity per rupee of turnover, contributing to decarbonisation efforts. 4 Transition to Electric Vehicles Phasing out of fossil fuel vehicles and transitioning to electric vehicles within the operational fleet. Electric vehicles travelled 96,459 kilometers, resulting in an estimated 11,659 kgCO₂e emissions savings. 5. Does the entity have a business c ontinuity and disaster management plan? Give details in 100 words/ web link. Yes, Manappur am Finance Limited (MAFIL) has established a robust Business Continuity and Disaster Management Plan that encompasses critical processes across various departments. These include Gold Loan Sales & Collection, Branch Operations, IT, Accounts & Finance, E Security, and other loan departments at our head office, corporate office, and field locations. The policy mandates compliance for all personnel to mitigate operational risks, protect assets, and uphold our corporate reputation during disruptions. A dedicated BCM Steering Committee oversees strategic aspects and ensures policy adherence. A BC Manager coordinates BCM activities, including plan development, testing, and reporting. Business Continuity Plan (BCP) owners within each service area oversee implementation, supported by BC Champions and support functions to facilitate planning, execution, and continuous improvement. The BCM Steering Committee, comprising management representatives, conducts annual reviews and updates the policy as needed to adapt to significant changes or emerging risks. 6. Disclose any significant adver se impact to the environment, arising from the value chain of the entity. What mitigation or adaptation measures have been taken by the entity in this regard. Not Applicable. 7. Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental impacts. Not Applicable. 8. How many Green Cr edits have been generated or procured: a. By the listed entity b. By the top ten (in t erms of value of purchases and sales, respectively) value chain partners Not Applicabl e.
Page 136
Annual Report 2 0 2 4 - 2 5 104 PRINCIPLE 7 Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent Essential Indicators 1. a. Number of affiliations with tr ade and industry chambers/ associations. 2 b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such body) the entity is a member of/ affiliated to. S. No. Name of the trade and industry chambers/ associations Reach of trade and industry chambers/ associations (State/National) 1 Finance Industry Development Council National 2 Federation of Indian Chambers of Commerce and Industry National 2. Provide details of corrective action taken or underway on any issues related to anticompetitive conduct by the entity, based on adver se orders from regulatory authorities. No incidents of Anti-c ompetitive conduct. Leadership Indicators 1. Details of public policy positions advocat ed by the entity: Not Applicable. PRINCIPLE 8 Businesses should promote inclusive growth and equitable development Essential Indicators 1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current financial year. Name and brief details of project SIA Notification No. Date of notification Whether conducted by independent external agency (Yes /No) Results communicated in public domain (Yes / No) Relevant Web link Promotion of Healthcare – Ambulance Project Manappuram Finance Limited’s ambulance initiative comprises a fleet of seven vehicles serving the healthcare needs of the Thrissur and Kochi districts. Of these, five are specialised NICU-PICU ambulances, specifically designated for the transportation of infants and children requiring critical care. These ambulances are equipped with advanced medical equipment and staffed by trained medical personnel to address the unique needs of paediatric patients. The fleet also includes one ICCU ambulance, dedicated to adult critical care transport. Additionally, a non-ICU ambulance is available for non-critical medical transfers, such as routine hospital transfers or emergencies that do not require intensive care support during transit. The first ambulance was acquired in 2016, while the major expansion of the fleet took place in 2021, with the acquisition of five new ambulances. This significant investment was a direct response to MAFIL’s commitment to strengthening emergency medical services in the region. - - Yes No -
Page 137
Business Responsibility and Sustainability Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 105 Name and brief details of project SIA Notification No. Date of notification Whether conducted by independent external agency (Yes /No) Results communicated in public domain (Yes / No) Relevant Web link Promotion of Healthcare – Development of Gym, Fitness, Yoga, Swimming Pool, and Mahima Counselling Centre Mahima Counselling Centre: The Mahima Centre adopts a holistic approach to addressing psychological, developmental, and educational challenges that individuals encounter at various life stages. Located in Valappad, Thrissur—a coastal fishing hamlet where a significant portion of the population belongs to marginalised communities— the centre offers a wide range of services tailored to client needs. These include support for children with speech delays, career guidance for youth, and mental health counselling for adults, all aimed at empowering individuals through customised, empathetic care. Gym: The premium gym facility in Valappad offers a high-quality fitness experience supported by professional instructors and state-of- the-art branded fitness equipment. Designed to serve individuals across different fitness levels and goals, the gym provides personalised training programs that begin with individualised assessments. Monthly fitness plans, regular progress evaluations, spacious relaxation lounges, shower facilities, and steam rooms enhance the experience, ensuring a comprehensive wellness environment. Aquatic Complex: Situated in Valappad, the Manappuram Aquatic Complex serves as a regional hub for swimming activities. The main pool measures 25 meters in length, 12 meters in width, and 5 feet in depth, offering ample space for varied aquatic exercises. Certified international trainers conduct coaching sessions for all age groups, including specially designed programs for differently abled swimmers. Operating from 6:00 AM to 9:00 PM, the facility includes adequate parking and well-maintained hygienic amenities. Yoga Centre: Manappuram Yoga Centres, located in Thrissur and Valappad, offer inclusive yoga classes and workshops for individuals of all age groups and skill levels. With an emphasis on physical, mental, and spiritual well- being, the centres foster a supportive environment for learning and practicing yoga. Certified instructors lead sessions in multiple yoga disciplines including Hatha Yoga, Ashtanga Yoga, Vinyasa Yoga, and Pranayama, ensuring personalised guidance and promoting the transformative benefits of yoga practice. Badminton Court: Established in 2022 in Painoor, Valappad, the badminton court provides a dedicated space for practice and training. It accommodates a range of skill levels with tailored coaching programs for beginners, intermediates, and adults. Both group and individualised sessions are available, promoting accessibility and skill development. The court operates from 6:00 AM to 9:00 PM and offers ample parking along with hygienic facilities, enhancing convenience and community engagement. - - Yes No -
Page 138
Annual Report 2 0 2 4 - 2 5 106 Name and brief details of project SIA Notification No. Date of notification Whether conducted by independent external agency (Yes /No) Results communicated in public domain (Yes / No) Relevant Web link Promotion of Healthcare – Expansion of Ma Care Diagnostics Ma Care is a chain of polyclinics in Kerala dedicated to delivering high-quality radiology and laboratory services. Equipped with state-of-the- art technologies, Ma Care ensures seamless and modern healthcare delivery. The network comprises 14 departments offering both speciality and super- speciality services, enabling patients to access walk- in consultations, online video consultations, and an online pharmacy. Ma Care’s services are available across the Thrissur and Kochi districts, effectively catering to a diverse population. - - Yes No - Promotion of Quality Education – Mukundapuram and MaGeet Schools Manappuram Finance Limited’s investment in institutions such as MPS (Manappuram Public School) and MaGeet reflects the organisation’s commitment to providing quality education and promoting holistic development within the rural communities it serves. By directing resources toward educational initiatives, MAFIL sought to address the critical need for accessible, high-quality schooling in regions like Valappad and Thrissur. Through MPS and MaGeet, the company aimed to deliver a well- rounded educational experience that extends beyond academic achievement, nurturing the intellectual, emotional, and social development of students. - - Yes No -
Page 139
Business Responsibility and Sustainability Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 107 Name and brief details of project SIA Notification No. Date of notification Whether conducted by independent external agency (Yes /No) Results communicated in public domain (Yes / No) Relevant Web link Promotion of Quality Education – Skilling for Students: MASKILL, MAIAM, and Skilling Projects India, with its rapidly growing economy and burgeoning youth population, stands at a critical juncture where skilling initiatives are essential for sustainable development. The nation’s demographic advantage—marked by a large working-age population—can serve as a powerful asset if appropriately harnessed. However, a considerable portion of this workforce remains unskilled or under-skilled, which poses a challenge to economic growth and global competitiveness. Skilling initiatives are vital to bridging this gap by equipping individuals with industry-relevant competencies across sectors such as technology, manufacturing, and services. Strategic investment in skill development can enhance employability, alleviate poverty, and enable youth to contribute meaningfully to national progress. Recognising the urgent need for skill development, Manappuram Finance Limited has made significant investments through its Corporate Social Responsibility (CSR) initiatives, particularly in Valappad and the rural regions of Coimbatore and Palakkad. These efforts support three major projects designed to boost vocational skills and improve employment outcomes. One of the initiatives, conducted in collaboration with the Deen Dayal Upadhyaya Grameen Kaushalya Yojana (DDU-GKY), delivers market-led training for rural youth to enhance their employability. The MAIAM project is focused on automotive skilling, catering to the increasing demand for skilled professionals in the automotive industry. The MASKILL project concentrates on nursing education, training individuals to meet the critical and growing need for qualified healthcare professionals. - - Yes No - Promotion of Quality Education – Student Coaching for Higher Education: CA/Entrance Established in 2013, the Manappuram Academy of Professional Education (Ma Campus) is committed to providing coaching classes for CA-Foundation, CA-Intermediate (CA-Inter), CA-Final, and CMA courses. These programs are currently offered at the Valappad and Thrissur centers. In addition, the Manappuram Academy for Entrance Coaching provides structured coaching for competitive examinations such as NEET, AIIMS, JIPMER, IIT, NIT, IIIT, and other prestigious entrance exams. This initiative supports students aspiring to pursue professional courses in medical and engineering disciplines, as well as degrees in pure and applied sciences offered by renowned institutions including IISc, IISER, and NISER. - - Yes No -
Page 140
Annual Report 2 0 2 4 - 2 5 108 2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity, in the foll owing format: Not Applicable. 3. Describe the mechanisms to rec eive and redress grievances of the community. At Manappuram Finance Limit ed, we are committed to ensuring the well-being of the communities we serve by maintaining effective grievance redressal mechanisms. Community members can report grievances through multiple accessible channels: 1. In-person reporting: Community members can directly visit our office locations, where trained staff address their concerns promptly and efficiently. 2. Community outr each teams: Our dedicated teams engage with local communities during regular visits to identify and collect grievances for resolution. 3. Digital platforms: Grievances can be reported through our official social media channels, which are actively monitored to ensure timely response and action. 4. Cust omer relations teams: Specialised teams handle grievances received through designated contact points to ensure swift and satisfactory resolution. 5. Toll -free helpline: We provide an easily accessible toll-free number for reporting grievances, with a dedicated team prioritising and addressing these concerns efficiently. All griev ances received through these channels are thoroughly investigated, and appropriate actions are taken to resolve them in a fair, transparent, and timely manner. We value community feedback and remain committed to continuously enhancing our services to meet their expectations. 4: Percentage of input material (inputs to total inputs by value) sourced from suppliers: FY-2025 FY-2024 Directly sourced from MSMEs/ small producers 15.81% 13.62% Directly from within india 51.15% 43.68% 5: Job creation in smaller towns Disclose wages paid to persons employed (including employees or workers employed on a permanent or non-permanent / on contract basis) in the following locations, as % of total wage cost: Location FY-2025 FY-2024 Rural 26.32% 25.66% Semi-urban 25.72% 24.77% Urban 31.95% 32.57% Metropolitan 16.01% 17.00% Leadership Indicators 1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments (Reference: Question 1 of Essential Indicators above): Not Applicable. 2. Provide the f ollowing information on CSR projects undertaken by your entity in designated aspirational districts as identified by government bodies: Not Applicable sinc e Manappuram Finance has not undertaken CSR projects in any designated aspirational districts.
Page 141
Business Responsibility and Sustainability Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 109 3. (a) Do you have a pr eferential procurement policy where you give preference to purchase from suppliers comprising marginalised /vulnerable groups? (Yes/No) No. We do not have any preferential procurement policy for suppliers. 3. (b) From which mar ginalised /vulnerable groups do you procure? Not Applicabl e. 3. ( c) What percentage of total procurement (by value) does it constitute? Not Applicabl e. 4. Details of the benefits derived and shar ed from the intellectual properties owned or acquired by your entity (in the current financial year), based on traditional knowledge: Not Applicable. 5. Details of corr ective actions taken or underway, based on any adverse order in intellectual property related disputes wherein usage of traditional knowledge is involved. Not Applicable. 6. Details of beneficiaries of CSR Pr ojects: S. No CSR Project No. of persons benefitted from CSR Projects % of beneficiaries from vulnerable and marginalised groups 1 Macare diagnostics 124075 100% 2 Ambulance Service 2581 61.1% 3 Gym, badminton, yoga and Mahima Swimming pool 3010 100% 4 Donations for individuals having ailment etc. 185 100% 5 Mukundapuram and Mageet Schools 1566 85% 6 Skilling for students- MASkill/MA IAM/DDUGKY 369 95% 7 Students coaching for higher education- CA/entrance (Macampus and Maacademy) 902 85% 8 Supporting various educational institutions and organisations, including Mobile for students etc - - 9 Community development programs/Housing projects support 45 100% PRINCIPLE 9 Businesses should engage with and provide value to their consumers in a responsible manner Essential Indicators 1. Describe the mechanisms in place to r eceive and respond to consumer complaints and feedback. At Manappuram Financ e Limited, recognise that delivering excellent customer service is essential not only for retaining customers but also for strengthening our brand reputation in a competitive and evolving financial landscape. The Customer Service Cell (CSC) is responsible for implementing a robust grievance redressal mechanism that plays a vital role in our growth and operational excellence. To improve our responsiveness, we conduct root cause analyses to understand the nature and origin of customer complaints and implement corrective measures accordingly. Compliance with regulatory requirements remains a top priority in our grievance management approach. Our grievance redressal mechanism includes the following components:
Page 142
Annual Report 2 0 2 4 - 2 5 110 1. Complaint R egistration: Complaints can be registered through multiple channels including our Call Center, Branch Offices, Company Website, QR codes, Feedback Links, Telephone, In-person visits, and by Post. Once received, complaints are logged into our internal system and routed to the Customer Service Cell for resolution. 2. Immediate Action: The CSC team provides prompt assistance and ensures that customer concerns are addressed efficiently. All team members are trained to deliver a seamless, personalised experience that reflects our service standards. 3. Cust omer Feedback Monitoring: We continuously monitor and analyze customer feedback to identify areas for improvement. Complaints are escalated to relevant departments as needed to ensure timely resolution, and clear performance metrics are established to track resolution effectiveness. We are c ommitted to resolving all complaints within a maximum of 20 days from the date of receipt. Regular reports are submitted to senior management, and complaint data is analyzed to gain deeper insights into customer behavior, preferences, and service expectations. Further details are available in our policy document titled “Mechanism for Dealing with Customer Complaints & Redressal” on our official policy page. 2. Turnov er of products and/ services as a percentage of turnover from all products/service that carry information about: Not Applicable 3. Number of c onsumer complaints in respect of the following: FY-2025 Remarks FY-2024 Remarks Received during the year Pending resolution at end of year Received during the year Pending resolution at end of year Data privacy 0 0 - 0 0 - Advertising 0 0 - 0 0 - Cyber-security 0 0 - 0 0 - Delivery of essential services 2649 50 - 816 24 - Restrictive Trade Practices 0 0 - 0 0 - Unfair Trade Practices 0 0 - 0 0 - Other 12177 306 - 7231 31 - 4. Details of instances of product recalls on account of safety issues: Not Applicable. 5. Does the entity have a fr amework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a web-link of the policy. Yes, w e have a comprehensive Data Privacy Policy in place to address cybersecurity and risks related to data privacy. The policy is available on our website and can be accessed via the following link: https:/ /www.manappuram.com/policies-codes. 6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken by regulatory authorities on safety of products / services. At Manappuram Finance Limit ed, we are committed to maintaining high standards of ethical conduct, customer protection, and regulatory compliance. Corrective actions are taken promptly and systematically to address any issues arising in the areas of advertising, delivery of essential services, cybersecurity, data privacy, or regulatory observations. Key corrective measures implemented include:
Page 143
Business Responsibility and Sustainability Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 111 1. Employee T raining: We conduct regular training sessions to ensure employees are well-informed about regulatory requirements, responsible advertising practices, secure service delivery, and data privacy protocols. In instances of non-compliance, appropriate warnings are issued, and retraining is provided to reinforce awareness and prevent recurrence. 2. Disciplinary Actions: For serious violations or repeated incidents, internal disciplinary measures are enforced. These may include transfer, suspension, demotion, or other actions deemed necessary based on the severity of the issue. These measures refl ect our proactive approach to continuous improvement in service quality, safeguarding customer data, and ensuring full compliance with applicable regulatory standards. As of the reporting period, there have been no product recalls, and no penalties have been imposed by regulatory authorities concerning the safety of our services. 7: Provide the f ollowing information relating to data breaches a.: Number of instanc es of data breaches There was no instanc e of data breaches in the reporting period. b.: Percentage of data breaches involving personally identifiable information of customers Not Applicabl e. c.: Impact, if any, of the data breaches Not Applicabl e. Leadership Indicators 1. Channels / platforms where inf ormation on products and services of the entity can be accessed (provide web link, if available). Currently, under the name of Manappuram Finance Limited, we are officially listed on various social media platforms such as Facebook, Instagram, LinkedIn, Twitter, YouTube, and Sharechat. We also have an official website. We regularly advertise our gold loan products through these channels. Below ar e the URLs: • Facebook: https:/ /www.facebook.com/ManappuramFinanceLimitedMAFIL • Instagram: https:/ /www .instagram.com/manappuramofficial/?igsh=YXU3OGt0eHpuOW50 • Twitter: https:/ /x.com/ManappuramMAFIL • LinkedIn: https:/ /www .linkedin.com/company/manappuram-finance-limited/ • Website: https:/ /www.manappuram.com/ • Sharechat: https:/ / sharechat.com/profile/manappuramfinance?d=n • YouT ube: https:/ /www.youtube.com/@ManappuramFinanceLimited 2. Steps taken t o inform and educate consumers about safe and responsible usage of products and/or services. At Manappuram Finance Limit ed, we prioritise customer education and awareness to ensure the safe and responsible usage of our financial products and services. We recognise that well-informed customers are better equipped to make responsible financial decisions, avoid risks, and contribute to a more transparent and ethical financial environment. Our key initiatives in this regard include:
Page 144
Annual Report 2 0 2 4 - 2 5 112 1. Customer Consent Forms: W e obtain signed consent forms from all customers at the time of availing services, ensuring they are fully informed about the nature, terms, and implications of the products being offered. 2. Product Information Updates: We provide regular updates to customers regarding the features and changes to our products and services, keeping them informed and empowered. 3. Websit e and Social Media Engagement: Our official website and social media channels are actively used to educate customers about responsible product usage, digital safety, and fraud prevention. 4. Branch-Lev el Customer Meetings: Monthly meetings are conducted at branch locations by regional managers. These sessions cover key topics such as product features, service standards, and resolution of customer complaints and suggestions. 5. Product Display Information: All branch offices display comprehensive and clearly visible product information, allowing customers to access relevant details before making financial decisions. 6. Trained Frontline Staff: Our branch staff are trained to provide accurate, clear, and transparent information on product features, repayment terms, and digital usage protocols. Customers are guided through the process to ensure they understand their financial commitments and responsibilities. Through these initiatives, Manappuram Finance Limited actively promotes consumer protection, enhances service transparency, and encourages responsible financial behavior across its customer base. 3. Mechanisms in place to inf orm consumers of any risk of disruption/discontinuation of essential services. Manappuram Finance Limit ed has established robust communication protocols to ensure that customers are promptly informed of any potential disruptions or discontinuation of essential services. In the event of service interruptions—such as application issues or server downtime—SMS alerts are sent directly to customers’ registered mobile numbers. These notifications provide timely updates, enabling customers to stay informed and plan accordingly. This proactive communication mechanism reinforces our commitment to transparency, operational reliability, and customer trust. 4. Does the entity display product information on the pr oduct over and above what is mandated as per local laws? (Yes/No/Not Applicable) If yes, provide details in brief. Did your entity carry out any survey with regard to consumer satisfaction relating to the major products / services of the entity, significant locations of operation of the entity or the entity as a whole? (Yes/No) Yes. At Manappuram Finance Limited, we place strong emphasis on customer interests and financial literacy. Accordingly, we provide product information that goes beyond the minimum requirements mandated by local laws. Our communication is designed to be clear, easily understandable, and readily accessible to all customers. These efforts are aligned with our broader initiatives under Principle 9 Leadership Indicator 2, to promote transparency, responsible usage, and informed decision-making. Yes. We actively conduct consumer satisfaction surveys across various touchpoints to evaluate service quality and identify improvement areas. Key feedback mechanisms include: Post-application feedback surveys sent via our mobile application Feedback prompts during the repayment process QR codes displayed at branch locations, allowing customers to submit feedback directly Additional feedback collection through our call center services These initiatives enable us to continually assess and enhance customer experience across our major products, services, and key operational locations.
Page 145
Board’s Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 113 Board’s Report Dear Members, The Board of Directors 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 Limit ed (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 Corpor ate Affairs, your company has prepared the financial statements (both standalone and consolidated) for the year ended March 31, 2025 as per Indian Accounting Standard (‘IND AS’) 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: ` in million Description Standalone Consolidated 2024-25 2023-24 2024-25 2023-24 Gross Income 69,144.73 58,546.49 1,00,749.42 89,200.89 Total Expenditure 45,386.43 36,330.23 84,093.12 59,605.73 Profit Before Tax 23,956.07 22,216.26 16,656.31 29,595.16 Provision for Taxes/ Deferred tax 6,123.38 5,638.51 4,617.64 7,620.22 PAT before comprehensive income 17,832.68 16,577.75 12,038.66 21,974.95 Other Comprehensive Income -2.42 -95.90 37.15 -127.45 Minority interest - - -121.96 87.54 PAT including comprehensive income 17,830.26 16,481.85 12,075.81 21,847.49 Amount available for appropriations (Retained Earnings- Opening balance) 60,652.17 50,183.14 69,995.80 55,160.93 Appropriations: Profit for the year 17,832.68 16,577.75 12,175.06 22,049.99 Transfer to statutory Reserve -3,566.54 -3,315.55 -3,612.09 -4271.96 Interim Dividend on Equity share -3,385.74 -2,793.18 -3,385.74 -2943.18 Tax on Dividend - - - - Adjustment on account of IND AS (Impairment Reserve) - - - - Loss on acquisition - - - - Utilised during the year - - - - Share issue expenses - - -7.50 - Balance carried forward to next year (Closing Balance) 71,532.57 60,652.16 75,165.53 69,995.80
Page 146
Annual Report 2 0 2 4 - 2 5 114 3. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY Considering robust gro wth and performance during the fiscal year 2024-25, Board of directors had declared four interim dividends of ` 1 each per equity share aggregating ` 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 ` 2793.18 Million for the year ended March 31, 2024.) The Dividend distribution policy c ontaining 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 RESER VES Your Board of Directors has transferred an amount of ` 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 ` 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. COMPANY’S PERFORMANCE & STATE OF AFFAIRS During the financial year under review, the NBFC segment performed substantially well towards India’s 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 Mar ch 31, 2025, your company recorded a resilient and stable financial performance amidst a dynamic macroeconomic environment. The total income for the year stood at ` 69,144.72 million, representing a growth of 18.10% over the previous year’s income of ` 58,546.49 million. This increase was primarily driven by a strong growth in interest income, which rose to ` 68,707.13 million (FY 2023–24: ` 57,544.88 million), supported by a sustained expansion in the lending portfolio. Profit befor e tax for the year amounted to ` 23,956.06 million, reflecting a year-on-year increase of 7.83% (FY 2023–24: ` 22,216.26 million). The Company also recognised an exceptional gain of ` 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 ` 17,832.67 million, as against ` 16,577.75 million in the previous financial year, marking a 7.57% growth. Total e xpenses for the year increased to ` 45,386.43 million (FY 2023–24: ` 36,330.23 million), largely attributable to higher finance costs, increased provisions on financial instruments, and higher employee benefit expenses in line with the Company’s growth strategy and business expansion. The Earnings Per Share (EPS) for the year stood at ` 21.07 (Basic and Diluted), compared to ` 19.59 in the previous year. The Total Comprehensive Income for the year stood at ` 17,830.25 million, against ` 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 Company’s financial position and driving sustainable value creation for all stakeholders. Consolidated Performance The Company’s consolidat ed AUM grew by 2.29% during the year owing to rapid growth in the housing finance (20.8%), vehicle finance (16.1%) AUMs and a reduction in microfinance (34.1%) AUM. Gold loan AUMs grew 18.7% during the year. For the financial year ended 31st March 2025, the Company recorded a total income of ` 1,00,408.83 million, compared to ` 89,200.89 million in the previous year. Revenue from operations increased to ` 1,00,066.94 million, primarily driven by higher interest income of ` 97,656.46 million. Total e xpenses rose to ` 83,752.52 million from ` 59,605.71 million, mainly due to higher impairment provisions and finance costs. Consequently, profit before tax stood at ` 16,656.31 million, and profit after tax was ` 12,038.67 million, as against ` 21,974.95 million in the previous year. The Company reported a total comprehensive income of ` 12,075.83 million, with earnings per share (basic and diluted) at ` 14.22, compared to ` 25.96 in the previous year. The au dited 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
Page 147
Board’s Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 115 (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/annual-reports The Company also implemented mul tiple 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 undert ook 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 mor e details on the performance of the Company, business segments, risk management framework and initiatives, kindly refer Report on Management Discussion and Analysis. 6. SUBSIDIARIES/ A SSOCIATES/ 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 Limit ed, 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 Financ e 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-’ 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 Limit ed (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 pro vider of affordable home finance solutions, our targeted customers encompass self-employed individuals from the unorganised 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 ` 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, homeowner’s 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
Page 148
Annual Report 2 0 2 4 - 2 5 116 innovative e-commerce portal operated by MAIBRO, embodying our commitment to providing seamless and accessible insurance solutions to our valued customers. A key driver of our success is MAIBRO’s commitment to offering intelligent after-sales support, guiding consumers through every step of the insurance process. MAIBRO’s online portal facilitates access for agents (POSP), enabling them to effectively 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 COMPTE CH AND CONSULTANTS LIMITED Manappur am 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 Microfinanc e Limited During the financial year ended Mar ch 31, 2025, AMFL recorded a turnover of ` 27,054 million as compared to the turnover of ` 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 ` (6387.17) million as against the Net Profit of ` 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 Financ e Limited Gross Income of the Company as on 31st March, 2025 is ` 3139.09 million as compared to ` 2428.05 million for the year ended 31st March, 2024, and Profit After Tax is ` 227.77 million for the year ended 31st March, 2025 as compared to ` 199.01 million for the year ended 31st March, 2024. AUM of the Company as on 31st March, 2025 is ` 18238.8 million as compared to ` 1509.68 million for the year ended 31st March 2024. 6.2.3. Manappuram Insur ance Brokers Limited Gross income of the Company for the year ended March 31, 2025, stood at ` 702.91 million as compared to ` 1041.21 million for the year ended March 31, 2024, and Profit After Tax for the year ended March 31, 2025, is ` 517.78 million as compared to ` 732.33 million for the year ended March 31, 2024. 6.2.4. Manappuram Compt ech 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 ` 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 ` 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 Dir ectors 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.
Page 149
Board’s Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 117 7. COMPANY OPERATIONS Manappuram Finance Limit ed (MAFIL), established in 1949, is one of India’s leading Non-Banking Financial Companies (NBFCs), renowned for providing fast, secure, and accessible financial services. The Company’s diversified portfolio comprises the following key business verticals: Gold Loans: The flagship product of MAFIL, gold loans are offered against the security of household gold 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. Fore x, 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: Thr ough 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. Insurance Br oking: 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 ther e 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 ` 1,692.87 million, consisting of 846,434,729 Equity Shares of the face value of ` 2 each, fully paid-up. During the year under r eview, 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 t o the Company, and encourage individual ownership, Company has instituted employee stock options plans from time to time. Howe ver, 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 ‘IEPF Rules’) (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. Transf er of Unpaid Dividend to IEPF Pursuant to the pr ovisions of Sec 124 (5) of the Companies Act 2013, your Company has transferred following unclaimed dividend to Investors Education Protection Fund (IEPF). Dividend IEPF Transfer Date Amount transferred to IEPF (Amount in `) Int-3 2016-2017 06-04-2024 11,75,970 Int-4 2016-2017 31-08-2024 8,61,494 Int-1 2017-2018 10-10-2024 11,19,272 Int-2 2017-2018 04-01-2025 13,03,392 Total Unclaimed amount Transferred 44,60,128 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.
Page 150
Annual Report 2 0 2 4 - 2 5 118 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 acc ount of the dividend after the dividend is transferred to IEPF. 9. CAPITAL EXPENDITURE As on March 31, 2024 the Gr oss Fixed Assets of the Company stood at ` 7,312.13 million, with Net Fixed Assets at ` 3,597.31 million. During the financial year 2024–25, the Company incurred capital additions amounting to ` 1,451.02 million. Consequently, as on March 31, 2025, the Gross Fixed Assets increased to ` 8,610.99 million, while the Net Fixed Assets stood at ` 4,095.21 million. 10. FUTURE PROSPECTS Manappuram Finance Limit ed remains committed to sustaining its trajectory of diversified growth, underpinned by innovation and financial inclusion. The Company’s forward-looking strategy is built around the following core pillars: Product Diver sification: 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. Tech nology 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: Str engthening 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. Sust ainability 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 strat egic initiatives, the Company aspires to emerge as a trusted, comprehensive financial services partner for India’s 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 ` 208,903.60 million, reflecting a growth of 15.85% over the previous year’s figure of ` 180,328.51 million. All borrowings have been recognised at amortised cost and were fully secured. The increase in borro wings was primarily driven by: A rise in Indian rupee term loans from banks, which gr ew to ` 108,771.59 million (FY 2023–24: ` 88,029.23 million); A significant increase in foreign currency term loans from banks, amounting to ` 25,424.86 million (FY 2023–24: ` 12,070.31 million), indicating a strategic effort to diversify funding sources; A marginal reduction in working capital demand loans, which stood at ` 72,169.16 million compared to ` 74,190.12 million in the previous year; A decline in cash credit/overdraft facilities and securitisation borr owings, reflecting optimisation of short-term borrowing arrangements. All borro wings 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
Page 151
Board’s Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 119 during the financial year ended 31 st March, 2025 and the preceding year. The above borr owings 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-Conv ertible Debentures: Your Company has successfully raised ` 4500 million thr ough 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 (‘ECB’) 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 ov erall borrowing strategy, the Company has availed foreign currency term loans from banks, which are classified as External Commercial Borrowings (ECBs) in accordance with the Reserve Bank of India’s Master Direction – External Commercial Borrowings, Trade Credits and Structured Obligations.As at March 31, 2025, the outstanding amount under ECBs stood at ` 25,424.86 million, as against ` 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 ` 2, 941.43 million, reflecting a decrease from the previous year’s balance of ` 8,357.10 million, due to reduced short-term borrowings and optimisation of funding mix. The Company has not default ed in the repayment of principal or interest (where applicable) on any of the commercial papers issued during the reporting period. Mobil isation of funds during the year under review from following sources/ instruments are summarised below: (` in Million) Sl. No. Particulars FY 2024-25 FY 2023-24 1 Term Loans/cash credit from Banks 1,81,065.00 1,64,234.39 2. Term Loans from Financial Institutions/ Corporates 2,360.92 3,560.85 3 Inter-Corporate Deposit 0 0 4 Non-Convertible Debentures – Institutional 32,373.82 35,982.71 5 External Commercial Borrowings (Loans) 51,664.98 12,070.31 6 Commercial Papers 2,941.43 8,357.10 7 Securitisation Loan 52.81 462.96 Your di rectors are confident that the Company will be able to raise adequate resources for onward lending in line with its business plans.
Page 152
Annual Report 2 0 2 4 - 2 5 120 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 migr ation of ratings during the year Credit rating Agency Type of Facility For the year ended March 31, 2025 For the year ended March 31, 2024 Rating Rating Brickwork Non-Convertible debentures BWR AA(Stable) BWR AA(Stable) CRISIL Bank Loan Facility Long term CRISIL AA/Stable CRISIL AA/Stable Bank Loan Facility Short term CRISIL A1+ CRISIL A1+ Non-Convertible Debenture CRISIL AA/Stable CRISIL AA/Stable Commercial Paper CRISIL A1+ CRISIL A1+ CARE Bank Loan Facility Long Term CARE AA Stable CARE AA Stable Bank Loan Facility Short Term CARE A1+ CARE A1+ Non-Convertible Debentures CARE AA Stable CARE AA Stable Commercial Paper CARE A1+ CARE A1+ International Cr edit Rating Credit Rating Agency For the year ended March 31, 2025 For the year ended March 31, 2024 Rating Rating S&P Global Ratings BB - /Stable BB - /Stable/ B FITCH BB - /Stable BB - /Stable 13. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT Your Company has put in place, well defined and adequate Int ernal 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 Company’s assets, ensuring the quality of assets pledged, and also evaluates the adequacy of risk management systems at its operating units. During the year under r eview, 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 int ernal 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 T erm 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
Page 153
Board’s Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 121 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. Int ernal 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 int egral part of the Annual Report. The report discusses in detail, the overall industry situation, economic developments, sector wise performance, outlook and state of company’s affairs. 16. CORPORATE GOVERNANCE The Company is committed t o 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 regar ding compliance to Code of Conduct by the Board Members and Senior Management Personnel; b. A certificat e from a Practicing Company Secretary that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of Companies by the Board/ Ministry of Corporate Affairs or any such statutory authority; c. Report on the Corporate Go vernance; and d. Practicing Company Secretaries c ertificate 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 (‘CSR’) 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 (‘CSR Rules’). 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 Company’s website at the link: https:/ /www.manappuram.com/policies-codes .Your Company has undertaken socially impactful CSR Projects during the year under review. Your Company has partnered with implementing agencies 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 ` 384.46 million under CSR as enumerated in Section 135(5) of the Act. Your Company has spent an amount of ` 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 Directors 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. In India, ESG (Envir onmental, Social, and Governance) is a rapidly progressing segment, concentrates on how the business conglomerate can integrate sustainability and ethical practices into their operations. It’s a framework for evaluating a company’s 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 stakeholders 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 (‘BRSR’), covering the nine principles of National Guidelines on Responsible Business Conduct (NGRBC). The BRSR provides an avenue for disclosing an overview of the entity’s 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 integr al to the Company’s strategic and operational resilience. A well-defined Enterprise Risk Management (ERM) Framework and Policy, approved by
Page 154
Annual Report 2 0 2 4 - 2 5 122 the Board of Directors, underpins the Company’s efforts to proactively identify, assess, and mitigate risks that may impact its business objectives, financial performance, and regulatory compliance. The framew ork 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 Boar d, 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 Committee’s guidance is implemented through the Risk Management function, led by the Chief Risk Officer (CRO), who is responsible for driving the risk agenda and embedding a risk-aware culture across the organisation. The latest v ersion of the Enterprise Risk Management Framework and Policy is available on the Company’s website: https:/ /www.manappuram.com/policies-codes For detail ed 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 strat egy 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.T alent 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 company’s success 2. Empl oyee 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 company’s mission 3. Learning and De velopment: 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 Limit ed 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 Practic es: 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 stakeholders 2. Transpar ency: 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 company’s goals and objectives 3. Col laboration: 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. Innov ate: 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. Differ entiate: 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. Execut e: 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 sev eral automated processes:
Page 155
Board’s Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 123 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. Pro bation 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. Performanc e 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 Pr ocess: 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 Int egration 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 upgr aded 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 awar e, 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 ‘B’ 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 c omplied 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 target ed 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 organisation’s broader strategic objectives, ensuring a cohesive and impactful brand presence across all customer touchpoints.
Page 156
Annual Report 2 0 2 4 - 2 5 124 22.1. QUALITY AND ACCOLADES: During the year, your company has received the following awards and recognitions: a) Exemplary L eadership 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 Foundation’s 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 Company’s 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. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT S 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 particulars 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 C OMMITTEES: a. Audit Committee: Your Company has constituted an Audit Committee, in acc ordance 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 Go vernance 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. Stakeholders’ Relationship and Securities Transfer Committee: Your Company has constituted Stakeholders’ Relationship and Securities T ransfer 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 ‘Whistle Blower Policy and Vigil Mechanism’ to provide a formal mechanism to the directors and employees to report their concerns about unethical behavior, actual or suspected fraud or
Page 157
Board’s Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 125 violation of the Company’s 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 acc ess 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 Company’s website at the link: https:/ / www.manappuram.com/policies-codes No complaints wer e reported during the FY 2024-25 28. DIRECTORS’ RESPONSIBILITY STATEMENT The Board of Directors, to the best of their knowledge and ability, c onfirm that: i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; ii. They have sel ected 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 tak en 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 pr epared the annual accounts on a going concern basis; v. They hav e laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; vi. They ha ve 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 framew ork 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 2024-25. 29. PARTICULARS 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 Company’s website at Policy on https:/ / www.manappuram.com/policies-codes. All transactions with Related Parties are placed before the Audit Committee for approval. All related party transactions that were entered into during the financial year, the particulars of such transactions are disclosed in the notes to the financial statements. Dur ing 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 arm’s 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 ` 19.78 crore by an employee of its subsidiary, MACOM, through unauthorised access. ii. An independent investigation by KPMG c onfirmed no further instances beyond this amount. iii . MAFIL submitted a recovery plan, which was approved by MACOM’s Board on November 1, 2024, considering MACOM’s financial position. iv. A settlement agr eement was executed on November 5, 2024, for the full recovery of ` 19.78 crore, structured as per schedule: Immediate cash payment: ` 2.5 cr ore in Q3 FY 2024–25. Quarterly adjustments: ` 1 c rore against ongoing services. Additional cash payments: Up to ` 1 crore in subsequent quarters, if needed.
Page 158
Annual Report 2 0 2 4 - 2 5 126 v. As the amount is fully rec overable, 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 Company’s policy on related party transactions hence this not form part of AOC-2. Your directors 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 Company’s equity shares are listed on the National Stock Ex change 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 Company’s securities are listed. 31. DIRECTORS AND KEY MANAGERIAL PERSONNEL 31.1. Board Composition The composition of the Board of Directors of the Company is gov erned 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 Directors comprised of a combination of Ten directors (2 Executive Director and 8 Non-Executive Directors). 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. E dodiyil Kunhiraman Bharat Bhushan (DIN: 01124966) was appointed as Non-Executive Independent Director of the Company by the shareholders 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 Directors of the Company with effect from May 9, 2024. The Board of Dir ectors 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. Directors Liable to retire by rotation at the AGM In accordance with the provisions of Section 152(6) of the Act, Dr. Sumitha Nandan, Executive Director, retires by rotation and, being eligible, offers herself for re-appointment at the 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 Directors seeking re-appointment are also available on the website of the Company at https:/ / www.manappuram.com/management-team The Board of Dir ectors of the Company are duly constituted as per provisions of the Act and Rules thereunder. None of the Directors of the Company are disqualified under the provisions of the Act or the SEBI Listing Regulations. All the Directors of the Company have confirmed that they satisfy the ‘Fit and Proper’ Criteria as prescribed under RBI SBR Direction , as amended, and that they are not disqualified from being appointed/ continuing as Directors in terms of Section 164(2) of the Act. 31.5. Changes in Key Managerial Per sonnel during the FY 2024-25 During the year under r eview, 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 (‘KMPs’) of the Company as on the date of this report:
Page 159
Board’s Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 127 1. Mr. Nandakumar VP, Managing Director & CEO. 2. Dr. Sumitha Nandan, Executive Director. 3. Ms. Bindu A. L., Chief Finance officer. 4. Mr. Manoj K umar 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 Board’s 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 Resourc es 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 DIRECTORS ON ANNUAL BASIS Your Company has received necessary declarations from all the Independent Direct ors 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 Directors is annexed to this report as Annexure 2. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors 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 Directors on the Board. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs (IICA). During the ye ar under review, the non-executive directors 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 r espect of the ‘Fit & Proper’ criteria as applicable to NBFCs, signing of Deeds of Covenants which binds the directors 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 direct ors of the Company have confirmed that they satisfy the ‘fit and proper’ criteria as prescribed in Chapter XI of RBI SBR Direction and that they are not disqualified from being appointed/continuing as directors 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 Direct ors: In compliance with the requirement of Regulation 25 of SEBI Listing Regulations, the Company has put in plac e a familiarisation programme for the Independent Directors 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-directors 31.9. Performance Evaluation The Board conducted the performance evaluation of the Individual dir ectors, 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 Dir ectors 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 Regulations, 2015. As a 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 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
Page 160
Annual Report 2 0 2 4 - 2 5 128 taken necessary measures to implement the suggestions. These meetings were intended to obtain Directors’ input on effectiveness of Board/Committee processes. The Board evaluated the effectiveness of its functioning and that of the Committees and of directors by seeking their inputs on various aspects of Board/Committee Governance through structured questionnaire. The aspects c overed in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfilment of directors’ obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. The Board consider ed and discussed the inputs received from all the directors. Further, the Independent Directors at their meeting reviewed the performance and role of Non-Independent Directors, 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 rec eived 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 Dir ectors has, on the recommendation of the Nomination Compensation and Corporate Governance Committee, 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 which inter-alia includes policy for selection and appointment of Directors, 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 Company’s website at https:/ /www.manappuram.com/ policies-codes Some of the salient featur es of which are as follows: i. To regulat e the appointment and remuneration of directors, key managerial personnel and the senior management personnel; ii. To identify persons who ar e qualified to become directors as per the criteria/ Board skill matrix identified by the Board; iii . To ensure pr oper composition of Board of Directors and Board diversity; iv. To ensure that l evel and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors, 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 Company’s working and its goals. 31.11. Code of Conduct for Directors and Employees: The Company has adopted a Code of Conduct for its direct ors and employees including a Code of Conduct for Independent Directors which suitably incorporates the duties of Independent Non-Executive Directors as laid down in the Act. The said Codes can be accessed on the Company’s website at https:/ /www.manappuram.com/ corporate-governance In terms of the SEBI Listing Regulations, all directors, 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 BO ARD During the financial year 2024-25, Board of Directors 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 F OREIGN EXCHANGE OUTGO: The information pursuant t o 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 India’s Guidelines on appointment of Statut ory 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.
Page 161
Board’s Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 129 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 14th Day of August 2024 to hold office from the conclusion of the 32 nd Annual General Meeting till the conclusion of 35th 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 Regulations. The Auditor s’ 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, 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 ` 19.78 crore through unauthorised access. ii. The management of MACOM appoint ed 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 ` 19.78 crore as determined during the preliminary findings. iii . Considering that an employee of MA COM was involved in the embezzlement of funds, the Company has submitted a recovery plan to MACOM for ` 19.78 crore, which had been approved by the Board of Directors 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 ` 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 annex ed to the Standalone and Consolidated financial statements referred in the Independent Auditors’ 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 wer e no frauds reported by the statutory auditors to Audit Committee or Board under Section 143 of the Act. b. Secretarial Audit The board of dir ectors 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 shareholders 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 r eported by the Secretarial auditors under Section 143(14) of Companies Act 2013. The reports issued by Secr etarial 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 Technol ogy 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. Auditors’ certificate on Corporate Governance The Auditors (KSR & Co. Practicing Company Secretaries LLP) c ertificate confirming compliance with the conditions of corporate governance as stipulated under the SEBI
Page 162
Annual Report 2 0 2 4 - 2 5 130 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 Company’s website at the https:/ /www.manappuram.com/ secretarial-compliance-report g. Certificate on Non-Disqualification of Dir ectors Certificate on Non-Disqualification of Directors 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 pr oviding 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 Int ernal Complaints Committee (‘ICC’), in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”). The ICC has been constituted as per the POSH Act at all the locations where the Company operates to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. POSH Act and 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: Number of complaints pending at the beginning of the financial year 2024-25 0 Number of complaints filed during the financial year 2024-25 5 Number of complaints disposed of during the financial year 2024-25 5 Number of complaints pending as on end of the financial year 2024-25 0 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. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES: The information requir ed 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 In terms of the pr oviso 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 regulat ors or courts or tribunals during the financial year 2024-25, impacting the going concern status and Company’s operations in future. 38. DETAILS OF AUCTIONS HELD DURING THE YEAR 2024-25 Additional disclosur es as required by RBI (Non Banking Financial Company-Scaled Based Regulations) Directions, 2023 are as given below: Year Number of Loan Accounts Principal Amount outstanding at the dates of auctions (A) ( ` in million) Interest Amount outstanding at the dates of auctions (B) (` in million) Total (A+B) (` in million) Value fetched (` in million) 31-03-2024 54333 2286.44 854.97 872.03 3174.49 31-03-2025 138113 6021.96 2973.56 8995.52 9282.98 Note: No sister concern participated in the auctions during the year ended on 31st March, 2024 and 31st March, 2025.
Page 163
Board’s Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 131 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: Sl. No. Loans and Advances in the nature of loans Amount Outstanding as at March 31, 2025 Maximum Amo unt Outstanding during the year 1 To Subsidiaries NIL 2 To Associates NIL NIL 3 To Firms/Companies in which Directors are Interested (other than (A) and (B) above) NIL NIL 4 Investments by the loanee in the shares of Parent Company and Subsidiary Company when the Company has made a loan or advance in the nature of loans NIL NIL 40. GENERAL: Your directors state that no disclosure or reporting is requir ed in respect of the following items as there were no transactions on these items during the year under review: a. Neither the Managing Dir ector nor the Whole-Time Directors 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 wer e no frauds reported by the auditors under provisions of the Companies Act, 2013; d. There wer e no revisions in the financial statements; e. Issue 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 differ ence 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 directors express sincere appreciation and gratitude to the empl oyees 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, Scrutiniser and other Financial institutions and other stakeholders for the wholehearted support and confidence reposed on the Company. For and on behalf of the Board of Directors of Manappuram Finance Limit ed Sd/- Shailesh. J. Mehta Place: Valapad Chairman Date: 11th July 2025 (DIN: 01633893 )
Page 164
Annual Report 2 0 2 4 - 2 5 132 Annexure –1 ANNUAL REPORT ON CSR ACTIVITIES [Pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended.] 1. Brief outline of the Corporate Social Responsibility Policy of the Company: Manappuram Foundation (MF) , a charitable organisation set up in October, 2009 is implementing and driving forward the Corporate Social Responsibility (CSR) of Manappuram Finance Limited (MAFIL). It was well involved in the CSR sphere years before it became a law of the land. With a vision to create healthy, educated, and happy communities, MAFIL has spent ` 393.76 million during the fiscal 2024-25 towards the CSR in the following areas: • Promotion of Quality E ducation • Promotion of Heal thcare/ Preventive Healthcare • Devel opment of the Rural Communities Manappuram Foundation ’s strategy is to collaborate with internal as well as external stakeholders to make an impact in the community through grass root programmes in Quality Education, Healthcare and Community Development. At present, the bulk of the Foundation’s activities are centered at the Thrissur coastal belt, which is also where MAFIL is headquartered. The financial audit and social audit are also conducted periodically to measure the impact of all major projects in CSR and to make sure the activities are in line with the vision and mission as approved by MAFIL. Lions Clubs International Foundation (LCIF) is the charitable arm of Lions International, serving as one of the world’s largest service club foundations dedicated to addressing global humanitarian challenges. Established in 1968, LCIF empowers Lions clubs worldwide to expand their local community service through grants and disaster relief funding, focusing on key areas including vision, hunger, environment, childhood cancer, diabetes, and humanitarian efforts. The foundation operates on the principle that when Lions clubs combine their local service with LCIF’s global resources, they can tackle problems that are too large for any single club to address alone, ultimately working toward their shared goal of creating positive change in communities around the world. Through partnerships with organisations like the Manappuram Finance Limited and funding from Lions members and supporters globally, LCIF has awarded over $1 billion in grants to support sight-saving programs, disaster relief efforts, youth development, and other critical humanitarian initiatives that improve lives and strengthen communities across more than 200 countries and geographic areas. 2. Composition of CSR Committee: Sl. No. Name of Director Designation / Nature of Directorship Number of meetings of CSR Committee held during the year Number of meetings of CSR Committee attended during the year 1. Mr. E.K. Bharat Bhushan Chairperson- Independent Director* 5 5 2. Adv. V R Ramachandran Member Independent Director** 5 2 3. Mr. V P Nandakumar Member - Managing Director 5 4 4. Mr. Abhijit Sen Member - Independent Director 5 5 5. Adv.V P Seemandini Member - Independent Director 5 5 6. Mr. T.C. Suseel Kumar Member - Independent Director 5 5 * Redesignated as chairperson of the Committee effective August 08, 2024 ** Ceased to be chairperson and member of the Committee due to resignation as Independent Director effective July 31, 2024
Page 165
Board’s Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 133 3. Provide the web-link (s) where Composition of CSR committee, CSR Policy and CSR Projects approved by the board ar e disclosed on the website of the company: Composition of CSR committ ee, and CSR Projects approved by the board can be accessed at https:/ /www.manappuram.com/ investors/corporate--governance.html CSR Policy can be accessed at https:/ /www.manappuram.com/policies-codes.html 4. Provide the executive summary along with web-link (s) of Impact Assessment of CSR Projects carried out in pursuanc e of sub-rule (3) of rule 8, if applicable. Detailed impact assessment report can be accessed at https:/ /www.manappuram.com/csr-impact-assessment-report 5. (a) Average net profit of the company as per sub - section (5) of section 135: ` 19,22,31,42,664 (b) Two per cent of average net profit of the company as per sub - section (5) of section 135: ` 38,44,62,853 ( c) Surplus arising out of the CSR projects or programmes or activities of previous financial years: Nil (d) The amount required t o be set off for the financial year, if any: Nil (e) Total CSR obligation f or the financial year [(b) + ( c) - (d)]: ` 38,44,62,853 6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): ` 39,37,62,692 (b) Amount spent in Administr ative Overheads: Nil ( c) Amount spent on Impact Assessment, if applicable: ` 7,50,000 (d) Total amount spent f or the Financial Year [(a) + (b) + ( c): ` 39,45,12,692 (e) CSR amount spent or unspent for the Financial Year: See below the table Total Amount Spent for the Financial Year. (in ` ) Amount Unspent (In ` million) Total Amount transferred to Unspent CSR Account as per sub - section (6) of section 135. Amount transferred to any fund specified under Schedule VII as per second proviso to sub-section (5) of section 135. Amount (In ` million) Date of transfer Name of the Fund Amount. Date of transfer. 39,37,70,079 Nil NA NA NA NA (f) Excess amount f or set off, if any: Nil (See below the table) Sl. No. Particular Amount (In ` million) 1. Two percent of average net profit of the company as per sub-section (5) of section 135 384,462,853 2. Total amount spent for the Financial Year 393,762,692 3. Excess amount spent for the financial year [(ii)-(i)] 9,299,838 4. Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any Nil 5. Amount available for set off in succeeding financial years [(iii)-(iv)] 9,299,838
Page 166
Annual Report 2 0 2 4 - 2 5 134 7. Details of Unspent Corpor ate Social Responsibility amount for the preceding three Financial Years: Sl. No. Preceding Financial Year (s) Amount transferred to Unspent CSR Account under sub- section (6) of section 135 (In ` million) Balance Amount in Unspent CSR Account under sub- section (6) of section 135 (In ` million) Amount Spent in the Financial Year (In ` million) Amount transferred to a Fund as specified under Schedule VII as per second proviso to sub- section (5) of section 135, if any Amount remaining to be spent in succeeding Financial Years (In ` million) Deficiency, if any Amount (in ` million) Date of Transfer 1. 2021-22 140,000,285 43,962,676 43,962,676 Nil NA Nil NA 2. 2022-23 13,138,486 13,138,486 13,138,486 Nil NA Nil NA 3. 2023-24 Nil Nil Nil Nil NA Nil NA 8. Whether any capital assets ha ve been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: Yes If yes, enter the number of Capital assets created/ acquired – 70 Nos. (Seventy) Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year: Sl. No. Short particulars of the property or asset(s) [including complete address and location of the property] Pincode of the property or asset(s) Date of creation Amount of CSR amount spent (In ` million) Details of entity/ Authority/ beneficiary of the registered owner CSR Registration Number, if applicable Name Registered address 1 IT and Infrastructure Improvements, address: MAacademy Palakkad Viva City, DPO Road Near KSRTC, Yakkara, Palakkad Kerala 678014 678014 19/03/2025 1,31,72,127 CSR00004545 Manappuram Foundation V/104, Manappuram House, Valapad P O, Thrissur, Kerala - 680567 2 IT and Infrastructure Improvements, address: MAacademy Chittoor, Palakkad Kerala 678101 678101 29/06/2024 27,99,155 CSR00004545 Manappuram Foundation V/104, Manappuram House, Valapad P O, Thrissur, Kerala - 680567 3 IT and Infrastructure Improvements, address: MAacademy Thriprayar 2 nd Floor, Supreme Arcade, Opposite Thriprayar private Bus Stand, P.O. Nattika, Thrissur Kerala 680566 680566 29/03/2025 42,07,383 CSR00004545 Manappuram Foundation V/104, Manappuram House, Valapad P O, Thrissur, Kerala - 680567 4 IT and Infrastructure Improvements, address: Manappuram Foundation, Ist Floor, Ummaih Complex, Valapad, Thrissur, Kerala 680567 680567 29/04/2024 43,27,301 CSR00004545 Manappuram Foundation V/104, Manappuram House, Valapad P O, Thrissur, Kerala - 680567 5 Infrastructure development and facility improvement, address: MA CAMPUS PALAKKAD, 2 nd Floor Viva City Building, DPO Road, Near LIC, Palakkad, Kerala- 678 014 678014 17/01/2025 29,93,651 CSR00004545 Manappuram Foundation V/104, Manappuram House, Valapad P O, Thrissur, Kerala - 680567
Page 167
Board’s Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 135 Sl. No. Short particulars of the property or asset(s) [including complete address and location of the property] Pincode of the property or asset(s) Date of creation Amount of CSR amount spent (In ` million) Details of entity/ Authority/ beneficiary of the registered owner CSR Registration Number, if applicable Name Registered address 6 Infrastructure development, address: MA CAMPUS, Thrissur, 3 rd Floor, Sobha Heights Agraharam Road, Poonkunnam Jn. Thrissur, Kerala-680 002 680002 29/11/2024 21,25,448 CSR00004545 Manappuram Foundation V/104, Manappuram House, Valapad P O, Thrissur, Kerala - 680567 7 Infrastructure development and facility improvement, Address: MACARE Kaloor No: 36/2322 A & B, Chammany Chambers, Kaloor - Kadavanthara Rd, opp. Park Central Hotel, Ernakulam, Kerala 682017 682017 29/03/2025 69,85,092 CSR00004545 Manappuram Foundation V/104, Manappuram House, Valapad P O, Thrissur, Kerala - 680567 8 Infrastructure development and facility improvement, address: MACARE Geriatric wellness clinic Irinjalakuda, Champion Tower, Raphael’s church, S Bazar, Irinjalakuda, Thrissur, Kerala 680121 680121 31/03/2025 4,06,75,075 CSR00004545 Manappuram Foundation V/104, Manappuram House, Valapad P O, Thrissur, Kerala - 680567 9 Infrastructure development and facility improvement, address: MACARE Ollur, Address: Bank of Baroda Building, Near, Companypady, Ollur, Thrissur, Kerala 680306 680306 07/12/2024 14,55,582 CSR00004545 Manappuram Foundation V/104, Manappuram House, Valapad P O, Thrissur, Kerala - 680567 10 Infrastructure development and facility improvement, MACARE Puthiyakavu address: near St. Francis Xavier church, opposite Ayudveda medical college, Dhanvantri Nagar, Puthiyakavu, Thrippunithura, Ernakulam, Kerala 682301 682301 04/11/2024 15,33,525 CSR00004545 Manappuram Foundation V/104, Manappuram House, Valapad P O, Thrissur, Kerala - 680567 11 Infrastructure development and facility improvement, address: MACARE Thrissur, MAcare Diagnostics, Krishna Towers, Aswini junction, Thrissur, Kerala, 680020. 680020 29/03/2025 30,42,659 CSR00004545 Manappuram Foundation V/104, Manappuram House, Valapad P O, Thrissur, Kerala - 680567 12 Infrastructure development and facility improvement, address: MACARE Mattancherry, Shan complex, Near women and child hospital, Bazar road, Mattancherry, Ernakulam, Kerala-682002 682002 08/03/2025 12,076 CSR00004545 Manappuram Foundation V/104, Manappuram House, Valapad P O, Thrissur, Kerala - 680567 13 Infrastructure development and facility improvement, address: MACARE Diagnostics, Near Thrissur Medical College, Peringandoor, Thrissur, Kerala-680596 680596 19/11/2024 2,42,000 CSR00004545 Manappuram Foundation V/104, Manappuram House, Valapad P O, Thrissur, Kerala - 680567 14 Infrastructure development and facility improvement, address: MAgeet, Valappad Thrissur, Kerala -680567 680567 31/03/2025 11,27,76,915 CSR00004545 Manappuram Foundation V/104, Manappuram House, Valapad P O, Thrissur, Kerala - 680567
Page 168
Annual Report 2 0 2 4 - 2 5 136 Sl. No. Short particulars of the property or asset(s) [including complete address and location of the property] Pincode of the property or asset(s) Date of creation Amount of CSR amount spent (In ` million) Details of entity/ Authority/ beneficiary of the registered owner CSR Registration Number, if applicable Name Registered address 15 Infrastructure development and facility improvement, address: Mahima Counselling Centre NH 66, Near Riti Jewelry, Kothakulam, P.O Valapad, Thrissur, Kerala, PIN 680 567. 680 567 31/01/2025 2,18,589 CSR00004545 Manappuram Foundation V/104, Manappuram House, Valapad P O, Thrissur, Kerala - 680567 16 Various equipments and facilities for Manappuram Ambulance Serviecs, Valapad, Thrissur, Kerala-680567 680567 26/03/2025 39,436 CSR00004545 Manappuram Foundation V/104, Manappuram House, Valapad P O, Thrissur, Kerala - 680567 17 Various equipment, address: Manappuram Aquatic Complex, Painoor, Edathiruthy, Valluvanthara Rd, Valapad, Kerala 680567 680567 25/03/2025 38,88,959 CSR00004545 Manappuram Foundation V/104, Manappuram House, Valapad P O, Thrissur, Kerala - 680567 18 Various equipments to Manappuram Badminton Court address: Painoor, Edathiruthy, Valluvanthara Rd, Valapad, Kerala 680567 680567 10/12/2024 37,386 CSR00004545 Manappuram Foundation V/104, Manappuram House, Valapad P O, Thrissur, Kerala - 680567 19 Infrastructure development and facility improvement, address: Manappuram Institute of Automotive, Manappuram Agro Farms Painoor, Valapad, Thrissur, Kerala-680567 680567 27/03/2025 24,03,886 CSR00004545 Manappuram Foundation V/104, Manappuram House, Valapad P O, Thrissur, Kerala - 680567 20 Furniture to Manappuram Institute of Skill Development address: Opp MAcare Hospital, 3 rd Floor, Sreyas Shopping Centre Valapad.P.O, Thrissur–Kerala, Pin Code: 680 567 680 567 29/11/2024 7,28,575 CSR00004545 Manappuram Foundation V/104, Manappuram House, Valapad P O, Thrissur, Kerala - 680567 21 Infrastructure development and facility improvement, address: Manappuram Fitness Centre, address:Ground Floor, Manappuram House, Valapad, Thrissur, Kerala 680567 680 567 29/11/2024 3,75,895 CSR00004545 Manappuram Foundation V/104, Manappuram House, Valapad P O, Thrissur, Kerala - 680567 22 Infrastructure development and facility improvement, address: Manappuram Fitness Centre, 2 nd Floor, Riti Jewelry Kothakulam, Valapad Thrissur, Kerala-680567 680 567 31/03/2025 15,00,795 CSR00004545 Manappuram Foundation V/104, Manappuram House, Valapad P O, Thrissur, Kerala - 680567 23 Manappuram Yoga Centre address: 2 nd Floor, Sree sankara Complex Vadakke Madham Brahmaswam M.G.Road , Thrissur, Kerala 680001 680001 03/03/2025 40,750 CSR00004545 Manappuram Foundation V/104, Manappuram House, Valapad P O, Thrissur, Kerala - 680567
Page 169
Board’s Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 137 Sl. No. Short particulars of the property or asset(s) [including complete address and location of the property] Pincode of the property or asset(s) Date of creation Amount of CSR amount spent (In ` million) Details of entity/ Authority/ beneficiary of the registered owner CSR Registration Number, if applicable Name Registered address 24 Manappuram Yoga Centre address: First Floor, Manappuram House, Valapad, Thrissur, Kerala- 680 567 680567 20/12/2024 5,251 CSR00004545 Manappuram Foundation V/104, Manappuram House, Valapad P O, Thrissur, Kerala - 680567 25 Construction of Building for Salim Ali Foundation Address: KARA 81 Ayyappankavu, Road, Kanimangalam, Thrissur, Kerala 680027 680027 27/03/2025 15,00,000 CSR00015511 Salim Ali Foundation Salim Ali Foundation KARA 81 Ayyappankavu, Road, Kanimangalam, Thrissur, Kerala 680027 26 Construction of Building for: Seva Sadanam Address: G6G2+M7R, West Fort, Asvary Nagar, Ayyanthole, Thrissur, Kerala 680011 680011 07/01/2025 5,00,000 CSR00032665 Seva Sadanam Seva Sadanam, G6G2+M7R, West Fort, Asvary Nagar, Ayyanthole, Thrissur, Kerala 680011 27 Construction of Amphitheatre at Christ College Irinjalakuda: Address: 9637+MC4, Christ Nagar, Irinjalakuda, Kerala 680125 680125 18/09/2024 5,00,000 CSR00029634 Christ college Irinjalakuda Christ college Irinjalakuda 9637+MC4, Christ Nagar, Irinjalakuda, Kerala 680125 28 113 Artificial Limbs to various beneficiaries 25/06/2024 2,50,000 NA Various individual beneficiaries Individual beneficiaries across various locations 29 Renovation work at Muriyamthodu beach, Address: Muriyamthodu beach ,93JX+F6G, Muriyam Thodu Beach Road, Kerala 680567 680567 14/06/2024 16,98,138 NA Valapad Gramapanchayath Muriyamthodu beach, 93JX+F6G, Muriyam Thodu Beach Road., Kerala 680567 30 12Convex Road Mirrors to Mathilakam and Valapad Grama Panchayath, Thrissur, Kerala 09/07/2024 84,000 NA Valapad & Mathilakam Gramapanchayth Valapad & Mathilakam Gramapanchayth, Thrissur,Kerala 31 Donation of 1 vehicle to Daya Palliative Care Centre, Pala. Address: Daya Palliative Care Centre, near A. K. M. Hall, Kanjirappally, Kottayam, Kerala -686507 686507 19/12/2024 5,33,547 CSR00068955 Daya Palliative Care Centre Daya Palliative Care Centre, near A. K. M. Hall, Kanjirappally, Kottayam, Kerala-686507 32 3 Dialysis machines to Peringottukara Dialysis Centre, Address: Peringottukara Dialysis Centre, Thannyam Thrissur, Kerala, 680564 680564 13-05-2024 19,50,000 CSR00014994 Peringottukara Dialysis Centre Peringottukara Dialysis Centre Thannyam Thrissur, Kerala, 680564 33 Donation of vehicle to TB Centre Thrissur Address: Thattil Building, Near District Hospital, St Thomas College Road, Thrissur HO, Kerala-680001 680001 19-12-2024 633,547 NA TB Centre TB Centre, Thattil Building, Near District Hospital, St Thomas College Road, Thrissur HO, Kerala-680001 34 Construction of toilet to Mrs.Tresya W/o Antony Neelankavil house, Edavilangu Panchayat,Thrissur, Kerala -680671 680671 12-08-2024 60,000 NA Mrs. Tresya Mrs.Tresya W/o Antony Neelankavil house, Edavilangu Panchayat,Thrissur, Kerala-680671
Page 170
Annual Report 2 0 2 4 - 2 5 138 Sl. No. Short particulars of the property or asset(s) [including complete address and location of the property] Pincode of the property or asset(s) Date of creation Amount of CSR amount spent (In ` million) Details of entity/ Authority/ beneficiary of the registered owner CSR Registration Number, if applicable Name Registered address 35 Donation of vehicle to Valapad Panchayath,Address: Valapad Panchayath, Thrissur, Kerala-680567 680567 20-02-2025 835,000 NA Valapad Panchayth Valapad Grama Panchayath Office, P.O Valapad, Thrissur, Kerala- 680567 36 Walking bridge Address: Chamakkala beach, Edathiruthy, Thrissur, Kerala-680567 680567 25-11-2024 121,000 NA Chamakkala Beach Chamakkala beach, Edathiruthy, Thrissur, Kerala-680567 37 Water KIOSK at Karayamuttam Valapad Gramapanchayath, Thrissur, Kerala-680567 680567 24-01-2025 5,10,000 NA Valapad Gramapanchayath Karayamuttam, Valapad Gramapanchayath, Thrissur, Kerala- 680567 38 Water well for Ms.Lilly Jaison Address: Thekkekara House, Potta, Chalakkudy, Thrissur,Kerala-680722 680722 29-07-2024 55,000 NA Ms. Lilly Jaison Ms.Lilly Jaison, Thekkekara House, Potta, Chalakkudy, Thrissur, Kerala-680722 39 Wings on Wheels- Donation of 75 three-wheeler scooters to differently abled people from various parts of Kerala 29-06-2024 72,92,288 NA Differently abled people Across various locations in Kerala 40 Desktop to Kattoor Police Station Address: 95J2+4HG, Irinjalakuda Kattoor Rd, Kattoor Town, Kattoor, Thrissur, Kerala 680702 680702 29-07-2024 38,350 NA Kattoor Police Station Kattoor Police Station Address: 95J2+4HG, Irinjalakuda Kattoor Rd, Kattoor Town, Kattoor, Thrissur,Kerala 680702 41 Water Cooler to Family Health Centre, Arimboor, Thrissur, Kerala, 680620 680620 30-08-2024 37,500 NA Arimbur Family Health Centre Arimbur Family Health Centre, Thrissur, Kerala -680620 42 Inverter to Valapad Village Office, Edamuttam P O Valapad Thrissur, Kerala-680567 680567 18-09-2024 74,426 NA Valapad Village Office Valapad Village Office, Edamuttam P O Valapad Thrissur, Kerala-680567 43 Desktop to Anthikkad Police Station, Anthikkad P O Thrissur, Kerala-680641 680641 05-12-2024 91,400 NA Anthikkad Police Station Anthikkad Police Station, Anthikkad P O Thrissur, Kerala-680641 44 Desktop to Government Women and Children’s Hospital Mattanchery, Ernakulam, Kerala-682002 682002 05-12-2024 82,200 NA Government Women and Children’s Hospital Mattanchery Government Women and Children’s Hospital Mattanchery Ernakulam, Kerala-682002 45 Equipmets to Chavakkad Taluk Office, address: H2JC+JQ9, Vanjikadavu Rd, Chavakkad, Thrissur,Kerala 680506 680506 08-08-2024 1,39,482 NA Chavakkad Taluk Office Chavakkad Taluk Office, H2JC+JQ9, Vanjikadavu Rd, Chavakkad, Thrissur, Kerala 680506
Page 171
Board’s Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 139 Sl. No. Short particulars of the property or asset(s) [including complete address and location of the property] Pincode of the property or asset(s) Date of creation Amount of CSR amount spent (In ` million) Details of entity/ Authority/ beneficiary of the registered owner CSR Registration Number, if applicable Name Registered address 46 Dormitory room Kattoor Police Station, address: 95J2+4HG, Irinjalakuda Kattoor Rd, Kattoor Town, Thrissur,Kerala 680702 680702 24-10-2024 70,000 NA Kattoor police Station Kattoor Police Station 95J2+4HG, Irinjalakuda Kattoor Rd, Kattoor Town, Thrissur, Kerala 680702 47 Furniture to Sub Registrar Office Thriprayar, Address: C447+VQJ, E Thippusultan Road, Triprayar, Thrissur, Kerala 680576 680576 27-11-2024 48,800 NA Subregistrar Office Thriprayar Subregistrar Office Thriprayar, C447+VQJ, E Thippusultan Road, Triprayar, Thrissur, Kerala 680576 48 UPS &Battery to Chamakkala Family Health Centre, 9426+9GH, Chamakkala Beach Rd, Palapetty,Thrissur, Kerala 680687 680687 16-01-2025 60,262 NA Chamakkala Family Health Centre Chamakkala Family Health Centre, 9426+9GH, Chamakkala Beach Rd, Palapetty, Thrissur,Kerala 680687 49 2 desktops and 10 chairs to Nanan Memorial Library, Mathilakam, Thrissur, Kerala-680691 680691 20-03-2025 10,100 NA Nanan Memorial Library. Mathilakam Nanan Memorial Library, Mathilakam, Thrissur, Kerala-680691 50 Furniture to Excise Range Office, Vatanappilly, Thrissur, Kerala, 680567 680567 26-03-2025 23,800 NA Excise Range Office, Vatanappilly Excise Range Office, Vatanappilly, Thrissur, Kerala-680567 51 Computer lab equipments to St.Thomas College Address: St. Thomas College Road, Thrissur HO-680001, Kerala, India 680001 23-09-2024 4,30,000 CSR00023317 St. Thomas College St. Thomas College Road, Thrissur HO-680001, Kerala, India 52 10 Air Coolers to Govt. College of Arts and Science Vypin Address: Elamkunnapuzha, Kochi, Kerala 682503 682503 29-07-2024 1,88,000 NA Govt. College of Arts and Science Vypin Govt. College of Arts and Science Vypin, Elamkunnapuzha, Kochi, Kerala 682503 53 2 desktops to P K Kalan Memorial College of Applied Science Address: Nallurnad P.O., Mananthavady, Wayanad, Kerala, PIN Code 670645 670645 23-08-2024 94,400 NA P K Kalan Memorial College of Applied Science P K Kalan Memorial College of Applied Science, Nallurnad P.O., Mananthavady, Wayanad, Kerala, PIN Code 670645 54 1Printer to Kaipamangalam Police Station Address: 84P9+MG3, Thrissur, Kerala 680681 680681 10-10-2024 66,000 NA Kaipamangalam Police Station Kaipamangalam Police Station, 84P9+MG3, Thrissur, Kerala 680681 55 Renovation of college hall at College of Applied Science Nattika,Tippu Sulthan Rd, near Valapad High School, P.O, Nattika, Valapad, Thrissur, Kerala 680567 680567 24-04-2024 50,000 NA College of Applied Science, Nattika College of Applied Science Nattika,Tippu Sulthan Rd, near Valapad High School, P.O, Nattika, Valapad, Thrissur, Kerala 680567
Page 172
Annual Report 2 0 2 4 - 2 5 140 Sl. No. Short particulars of the property or asset(s) [including complete address and location of the property] Pincode of the property or asset(s) Date of creation Amount of CSR amount spent (In ` million) Details of entity/ Authority/ beneficiary of the registered owner CSR Registration Number, if applicable Name Registered address 56 Projector and Canon Ink-jet Printer to The Government Model Girls Higher Secondary School, Address: Palace Road, Chembukkav, Thrissur, Kerala 680020 680020 06-02-2025 34,000 NA The Government Model Girls Higher Secondary School, Thrissur The Government Model Girls Higher Secondary School, Palace Road, Chembukkav, Thrissur, Kerala 680020 57 5 desktops to Community Health Centre, Thriprayar, Thrissur, Kerala-680566 680566 04-07-2024 60,000 NA Community Health Centre, Thriprayar Community Health Centre, Thriprayar, Thrissur, Kerala-680566 58 2 Drones to The Forest department Wayanad, Kerala 06-07-2024 3,28,040 NA Forest Department, Wayanad Forest Department, Wayanad, Kerala 59 1 Advance cochlear hearing aid to Mr.Joseph Shijo, Address: Valikulath House, Murickassery P O Idukki Dist. Kerala- 685604 685604 31-10-2024 5,19,750 NA Mr. Joseph Shijo Mr.Joseph Shijo Valikulath House, Murickassery P O Idukki Dist. Kerala- 685604 60 Electric Wheel Chair to Jubilee mission hospital, P B No. 737, Thrissur, Kerala-680005 680005 23-09-2024 1,23,810 NA Jubilee Mission Hospital, Thrissur Jubilee Mission Hospital, P.B.No.737, Thrissur, Kerala - 680 005 61 Equipments to Childrens Park of Mother Theresa special school for mentally handicapped children, Uzhavoor P O Kottayam, Kerala-686634 686634 07-02-2025 1,15,360 CSR00078949 Mother Theresa special school for mentally handicapped children, Uzhavoor Mother Theresa special school for mentally handicapped children, Uzhavoor P O Kottayam, Kerala-686634 62 2 desktops to Sub District Educational Development Committee, Valapad, Thrissur, Kerala- 680567 680567 22-01-2025 1,18,600 NA Sub District Educational Development Committee, Valapad Sub District Educational Development Committee, Valapad, Thrissur, Kerala- 680567 63 Hearing aid to Mr. Abdul Hakkim M N, Address: Mangattu House, Cherpu P O Thrissur, Kerala-680561 680561 17-12-2024 84,000 NA Mr.Abdul Hakkim M N Mr.Abdul Hakkim M N Mangattu House, Cherpu P O Thrissur, Kerala-680561 64 Water Cooler to Primary Health Centre, Arimbur, Thrissur, Kerala-680620 680620 02-12-2024 89,500 NA Primary Health Centre, Arimbur Primary Health Centre, Arimbur, Thrissur, Kerala-680620 65 Air Conditioner to Valapad Police Station, Valapad, Thrissur, Kerala-680567 680567 15-04-2024 28,179 NA Valapad Police Station Valapad Police Station, Valapad, Thrissur, Kerala-680567 66 Incinataor to Joseph Mundassery Memorial High School Kandassankadavu, Thrissur, Kerala, 680613 680613 09-10-2024 26,000 NA Joseph Mundassery Memorial High School Kandassankadavu Joseph Mundassery Memorial High School Kandassankadavu, Thrissur, Kerala, 680613
Page 173
Board’s Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 141 Sl. No. Short particulars of the property or asset(s) [including complete address and location of the property] Pincode of the property or asset(s) Date of creation Amount of CSR amount spent (In ` million) Details of entity/ Authority/ beneficiary of the registered owner CSR Registration Number, if applicable Name Registered address 67 Purchase of 2 water purifier to Government Model Higher Secondary School for Boys, Palace Rd, Chembukkav, Thrissur, Kerala 680020 680020 02-12-2024 89,500 NA Government Model Higher Secondary School for Boys, Thrissur Government Model Higher Secondary School for Boys, Palace Rd, Chembukkav, Thrissur, Kerala 680020 68 Equipments to Taluk Office, Chavakkad, Thrissur,Kerala 680506 680506 08-08-2024 79,482 NA Taluk Office Chavakkad Taluk Office, Chavakkad, Thrissur, Kerala 680506 69 85 Houses constructed for homeless BPL families of Kerala Address: Multiple locations in Kerala NA 31-03-2025 1,65,13,268 NA Various Individual beneficiaries Multiple locations across Kerala. 70 8 Houses constructed under Home for homeless projects in Kerala in association with Lions Club International Foundation Address: Multiple locations in Kerala NA 31-03-2025 41,17,885 NA Various Individual beneficiaries Multiple locations across Kerala. 9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per sub - section (5) of section 135 – NA NB: Amount of `41,17,885 spent in the nature of donation towards Lions Club International Foundation for construction of 8 houses under the project “Home for homeless” in multiple locations in the state of Kerala is treated as amount spent towards eligible CSR activities pursuant to the provisions of the Act. Place: Valapad Date: 11th July 2025 Sd, Shailesh. J. Mehta Chairman (DIN: 01633893) Sd V.P. Nandakumar MD & CEO (DIN: 00044512) Sd E.K. Bharat Bhushan Chairman, CSR committee (DIN: 01124966)
Page 174
Annual Report 2 0 2 4 - 2 5 142 Annexure-2 I, V. P. Nandakumar, Managing Director & CEO of Manappuram Finance Limited, hereby confirm that the Company has received the following declarations and confirmations from all the Independent Directors for the financial year 2024-25 1. Declaration under Section 149(6) and Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as prescribed under the Act, and that they have not been disqualified from continuing as Independent Directors. 2. Declaration under R egulation 16(1)(b) and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, affirming their status as Independent Directors and confirming that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties independently. 3. Annual affirmation under Schedule IV of the Companies Act, 2013 – Code for Independent Directors, stating their continued compliance with the professional conduct, roles, functions, and duties laid down therein. 4. Undertaking and declaration on “Fit and Proper” criteria as per the provisions of the Reserve Bank of India (RBI) Master Direction - Scale Based Regulation (SBR), 2021, confirming that they fulfill the eligibility norms and are not disqualified from being appointed or continuing as directors of a Non-Banking Financial Company (NBFC), including criteria under: • RBI Master Dir ection DNBR.PD.008/03.10.119/2016-17, and any subsequent amendments; • Guidelines on Corporate Go vernance as applicable to NBFCs; • RBI Circular on Corpor ate Governance dated October 11, 2022 (DoR.GOV.REC.40/18.03.001/2022-23). All declarations have been duly noted and taken on record by the Board of Directors. These documents form part of the Company’s records for statutory and regulatory compliance. Date: 11 th July 2025 Sd/- Place: Valapd V. P . Nandakumar Managing Director & CEO Manappuram Finance Limited
Page 175
Board’s Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 143 Annexure –3 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 is as follows: A. CONSERVATION OF ENERGY i. the steps taken or impact on conservation of energy: We at Manappuram are inclined to go for conservation of energy by enc ouraging adoption of go green initiatives. However, the Company follows the practice of purchasing and using energy-efficient electrical or electronic equipment and gadgets for its operations. Additionally, optimal use of technology may also lead to substantial conservation of energy. We have installed Energy Efficient VRF Type Air Conditioners in our new Offices opened during this year, namely Olive Plaza, Edamuttam, H.O. Asirvad, both at Valapad, H.O Manappuram Home Finance Ltd. All The Lights are energy efficient LED Lights. ii. the steps taken by the Company for utilising alternat e sources of energy: The Company is exploring the pot ential of using alternate sources of energy including solar energy and will continue to explore alternative sources of energy in future. During the Financial Year 2024-2025, we have saved Conventional Electrical Energy to the tune of 67670 Units (KWh) equaling ` 627728/- due to Solar Plant installed in previous years. iii. the capital inv estment on energy conservation equipment: Total capital Investment during the year 2024-25 Sl. No Particulars In Amount 1 Solar Power Panel Installation 30 kW Roof Top Residential Building ` 15,00,000 /- iv. Proposal for FY 2025-26. Sl. No Particulars In Amount 1 Solar Power Plant Roof Top Karayamuttam Villa 12 kW 4,20,000 2 Replacement of one of the two units of existing Chiller Plant with energy efficient Chiller in Corp office Building Valapad: Estimated Investment Payback period - 4.5 Years Annual Savings Envisaged 44,00,000 - 10,45,000 B. TECHNOLOGY ABSORPTION (i) the efforts made to wards technology absorption: Our organisation has been a one of the largest NBFC in India, h as made significant strides in technology absorption to enhance efficiency and customer experience. We have digitalised the customer onboarding process using advanced AI based solutions, ensuring a seamless and swift registration experience. The CKYC process has been automated through Robotic Process Automation (RPA), significantly reducing manual intervention and processing time. In our Non-Gold Loan (NGL) divisions, we have integrated account aggregators into our Unified Loan Origination System (LOS) platform, streamlining data aggregation and loan processing. (ii) the benefits derived like pr oduct improvement, cost reduction, product development or import substitution: Furthermore, we have implemented the UPI reverse penny dr op service in our gold loan segment, enhancing the accuracy and reliability of transaction verifications. The integration of TransUnion Bureau in our MSME lead application process has strengthened our credit assessment capabilities, ensuring better risk management. To improve EMI collections, we have deployed bot calling technology across various Non gold loan verticals, increasing efficiency and reducing human error. These advancements underscore our commitment to leveraging technology to drive innovation, improve service quality, and maintain our leadership in the industry. (iii) in case of imported t echnology (imported during the last three years reckoned from the beginning of the financial year): Not Applicable C. Foreign e xchange earnings and outgo during the financial year 2024-25: Sl. No. Particulars ` in Million 1 Total Foreign Exchange earned 38.35 2 Total Foreign Exchange expended 34.47
Page 176
Annual Report 2 0 2 4 - 2 5 144 Annexure - 4 MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH 2025 To The Members, Manappuram Finance Limited, W - 4/ 638 A, Manappuram House, Valapad - 680567, Thrissur, Chavakkad, Kerala Our Secretarial Audit Report of even date of Manappuram Finance Limited (CIN: L65910KL1992PLC006623) (hereinafter called “the Company”) is to be read along with this letter. 1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. 3. Further, our audit report is limited to the verification and reporting of the statutory compliances on laws / regulations / guidelines listed in our report and the same pertain to the Financial Year ended on 31st March, 2025. 4. We ha ve followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion. 5. We hav e not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 6. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis. 7. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. Date: 11th July 2025 For K SR & Co Company Secretaries LLP Place: Coimbatore Dr. C. V. Madhusudhanan, Partner FCS:5367; CP:4408 FRN: P2008TN006400 UDIN: F005367G000755655 P.R. No: 2635/2022
Page 177
Board’s Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 145 MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH 2025 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To The Members, Manappuram Finance Limited, W - 4/ 638 A, Manappuram House, Valapad - 680567, Thrissur, Chavakkad, Kerala We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Manappuram Finance Limited (CIN: L65910KL1992PLC006623) (hereinafter called “the Company”). Secretarial Audit was conducted for the financial year ended 31 st March 2025 in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31 st March 2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the Financial year ended on 31 st March 2025, according to the provisions of: (i) The Companies Act, 2013 and the rul es made thereunder to the extent applicable; (ii) The Securities Contracts (Regulation) Act, 1956 and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Ex change Management Act, 1999 and the rules and regulations made thereunder to the extent of External Commercial Borrowings; (v) The follo wing Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992: (a) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (b) The Securities and Exchange Board of India (Issue and Listing of Non-convertible Securities) Regulations, 2021 (c) The Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993; (d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act,2013 and dealing with client; (e) Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the extent applicable to an equity and debt listed company; (f) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (g) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (h) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulation,2021. (i) Securities and Exchange Board of India (Depositories and Participants) Regulation 2018; (pertaining to the obligation of the listed entity) (vi ) The other laws as applicabl e specifically to the company and as examined by us are stated hereunder: (a) The Reserve Bank of India Act, 1934; (b ) Master Direction- Non-Banking Financial Company Returns (Reserve Bank) Directions, 2016; (c) Non-Banking Financial Companies – Corporate Governance (Reserve Bank) Directions, 2015; (d) Master Dir ection- Reserve Bank of India (Non-Banking Financial Company-Scale Based Regulation) Directions, 2023 (Limited to Corporate Governance Compliance) (e) Raising Money through Privat e Placement of Non-Convertible Debentures (NCDs) by NBFCs – RBI Guidelines (vi i) We hav e also examined compliance with the applicable clauses of the following:
Page 178
Annual Report 2 0 2 4 - 2 5 146 (a) Secretarial Standar ds on Board Meetings and General Meetings issued by The Institute of Company Secretaries of India. (b) The Listing Agreement ent ered into by the Company with BSE Limited and National Stock Exchange of India Limited for listing its equity and debt securities. (viii) Based on the information and explanation pr ovided to us, the Company had no transactions during the period covered under the Audit requiring the compliance of the provisions of: (a) Foreign Dir ect Investment and Overseas Direct Investment; (b) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; and (c) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. We further r eport that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Woman Director and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is giv en to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, except in case of shorter notice, where proper consent was taken. Further, a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through and rec orded as part of the minutes. There were no dissenting members’ views required to be captured in the minutes. We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that the following specific events / actions had/shall have a major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above: (i) The Company has raised an amount of ` 450 crore (Secured Listed Rated Redeemable Non-Convertible Debenture of (Face value of 1,00,000/- per debenture) on a private placement basis. The afor esaid borrowings by the Company were within the overall limits approved by the shareholders of the company under Section 180[1( c)] of Companies Act, 2013. Date: 11th July 2025 For K SR & Co Company Secretaries LLP Place: Coimbatore Dr. C. V. Madhusudhanan, Partner FCS:5367; CP:4408 FRN: P2008TN006400 UDIN: F005367G000755655 P.R. No: 2635/2022
Page 179
Board’s Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 147 Annexure - 5 REMUNERATION AS REQUIRED UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 i. The percentage incr ease in remuneration of each Director, Chief Financial Officer, and Company Secretary during the financial 2024-25, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-25 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under: Sl No. Name of Director/ KMP and designation % Increase in Remuneration in the Financial Year 2024-25 Ratio of remuneration of each Director/KMP/to median remuneration of employees 1. Mr. V P Nandakumar (MD & CEO) 7.07 729.47 2. Mr. Shailesh J Mehta (Chairperson) 59.90 66.31 3. Mr. P Manomohanan (Director) (69.23) 4.28 4. Adv. V R Ramachandran (Director) (77.55) 4.06 5. Mr. Abhijit Sen (Director) 41.07 29.39 6. Mr. Harshan Kollara (Director) 21.75 19.73 7. Mr. S R Balasubramanian (Director) (98.37) .18 8. Ms. Pratima Ram 9.24 14.98 9. Adv.V.P.Seemandini 12.65 14.23 10. Mr. T C Suseel Kumar 213.25 14.54 11. Mr. Rajagopal 409.94 14.36 12. Mr. E.K. Bharat Bhushan 1332.89 14.06 13. Dr. Sumitha Nandan V (Executive Director) 57.64 80.27 14. Ms. Bindu A L (CFO) 6.85 59.28 15. Mr. Manoj Kumar V R (CS) (15.56) 13.96 i. The median remuneration of employees of the Company during the financial year 2024-25 was 0.30 million. ii. In the financial year, there was an increase of 5% in the median remuneration of employees. iii. There wer e 32744 permanent employees on the rolls of Company as on 31st March, 2025 iv. Aver age percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e., 2024-25 was 3.31% whereas the increase in the managerial remuneration for the same financial year was 19%. v. It is hereby affirmed that the remuner ation paid is as per the Remuneration Policy for Directors, Key Managerial Personnel, and other Employees
Page 180
Annual Report 2 0 2 4 - 2 5 148 Corporate Governance Report Your directors present the Company’s Report on Corporate Governance for the year ended March 31, 2025 in terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘Listing Regulations”) as amended from time to time. This report on corporate governance forms part of the Annual Report. The Institute of Company Secretaries of India (ICSI) defines Corporate Governance is the application of best management practices, compliance of law in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders. 1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE Your company is committed to practice good Corporate Gov ernance standards in adherence to the RBI guideline/ directions, the Listing Regulations, the Companies Act, 2013 (the “Act”) along with respective rules, circulars, notifications issued by Ministry of Corporate Affairs (MCA), and the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 (“SBR Directions”) and other applicable laws for the time being in force. The prime objective is optimisation of shareholder value by ensuring effective and cordial relationship with them and protecting their interests. Good governance in a company helps to develop the confidence, responsibility, and transparency which is necessary to attract long term investment, financial resilience and ethical conduct of business which in turn helps in substantial growth and development. Your Company believes that its business plans and strategy should be consistent with the above objective and thereby leading to sustained corporate growth and long-term benefit to all stakeholders. The principles of Corporate Governance Standards of the company place strong emphasis on transparency, accountability and integrity. Your company follows these principles in all its business decisions and dealings. Your Company belie ves that good corporate governance results from sound business decision wherein the directors are provided with accurate and timely information, and professionalism in all decisions. The business judgment of the Board must be exercised independently and in the long-term interests of shareholders. Your Company is in c ompliance with the requirements of corporate governance, as applicable, specified in regulations 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of the Listing Regulations and the Act. The Company is also in compliance with the Corporate Governance and Disclosure norms for NBFCs issued by SBR Directions. Your Company has adopted Manappuram Code of Practices and Proc edures for Fair Disclosure of Unpublished Price Sensitive Information (“Code of Fair Disclosure”) and Code of Conduct to regulate, monitor and report Trading by Insiders (“Code of Conduct”) and also adopted Internal Guidelines on Corporate Governance in compliance with SBR Directions. These codes are available in the Company website - https:/ /www.manappuram.com/policies-codes. Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations 2015 (“PIT Regulations”), the Company has a Structured Digital Database in place and is maintained as stipulated by the Regulation. 2. BOARD OF DIRECTORS a. Composition of the Board Your Company has formulated a Board Appointments, Composition, & Compensation Policy t o have a competent and highly professional team of Board members with expertism in different segment. The Board of Directors of your Company has an optimum combination of Executive and Non-Executive Directors in compliance with the requirements of Regulation 17 of the Listing Regulations, and Section 149 of the Act. There are Ten Directors on the Board of the Company having diverse experience and expertise in their respective areas. The composition of the Board meets the criteria as prescribed in the Listing Regulations, and the Act. This composition also fulfills the norms prescribed by Reserve Bank of India in this regard. As o n March 31, 2025, out of the (10) Ten Directors, (2) Two are Executive Directors, (8) Eight are Independent Non-Executive Directors. Out of (8) Eight Independent Directors (2) Two Independent Directors are woman directors. Board Appointments, Composition, & Compensation Policy is in place for ascertaining the fit and proper criteria of the Directors at the time of appointment and on a continuing basis. The policy on the fit and proper criteria is in line with SBR Directions and all existing Directors are fit and proper to continue to hold the appointment as a Director in the Board. All the Independent Directors have confirmed that they meet the criteria as mentioned under Regulation 16(1)(b) of the Listing Regulations read with Section 149(6) of the Act along with rules made thereunder and have furnished individual declarations to the Board that they qualify the conditions of being an Independent Director in compliance of requirements under Listing Regulations and the Act. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they met the criteria of independence as mentioned under Regulation 16(1)(b) of the Listing Regulations and that
Page 181
Corporate Governance Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 149 they are independent of the management. Further, 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 Directors on the Board. The Independent Director s have confirmed that they have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. None of the Independent Directors are related to any other Directors on the Board of Directors in terms of the definition of “relative” given under the Act. Necessary disclosures regarding committee positions in other public companies as at March 31, 2025 have been made by the Directors. In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Non e of the Directors on the Board hold directorships in more than ten public companies. Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he/she is a director as per disclosures received from the respective directors regarding committee positions in other public companies during the year under review. None of the Directors, except Directors under promoter group (executive Directors) are related to each other. The Maximum gap between two meetings w as not more than one hundred and twenty days. As mandated by proviso under Regulation 17A(1) of the the Listing Regulations, as on March 31, 2025, None of the Independent Directors of the Company hold independent directorship in more than seven listed companies. None of them serving as a whole time Director in any listed company. b. Meeting of Independent Direct ors In compliance with requirement under Schedule IV of the Act and SEBI Listing Regulations, a separate meeting of Independent Directors of the Company was held on March 19, 2025 during the year. The meeting was attended by all the Independent Directors. The Independent Directors, inter- alia, reviewed the performance of non-independent Directors, Chairman of the Company and the Board as a whole along with various matters as required under the Act and SEBI Listing Regulations. c. Attendance of each director at the meeting of the board of directors and the last annual general meeting The composition and attendance of the members in the Board meetings held during the FY 2024-25 and the Annual General Meeting (AGM) hel d on the August 14, 2024 are as follows: SL NO Name of Director Category of Directors No. of Board Meetings attended during the F.Y 2024-25 Whether attended the last AGM held on 14.08.2024 1 Mr. V.P. Nandakumar, (DIN: 00044512) MD & CEO Promoter, Non-Independent, Executive 12 Yes 2 Ms. Pratima Ram (DIN: 03518633) Independent, Non-Executive 12 No 3 Mr. Abhijit Sen (DIN: 00002593) Independent, Non-Executive 12 Yes 4 Mr. Harshan Kollara (DIN: 01519810) Independent, Non-Executive 12 Yes 5 Mr. Shailesh J Mehta DIN: 01633893) Independent Non -Executive 12 Yes 6 Dr. Sumitha Nandan (DIN: 03625120) Promoter Group, Non-Independent Executive Director 10 Yes 7 Adv. V.P. Seemandini(DIN: 07850522) Independent Non -Executive 8 Yes 8 Mr. T C Suseel Kumar (DIN: 06453310) Independent Non -Executive 10 Yes 9 Mr. Rajagopal (DIN: 10087762) Independent Non -Executive 12 Yes 10 Mr. E.K. Bharath Bhushan (DIN: 01124966) Independent Non -Executive 10 Yes 11 Mr. Manomohanan P. (DIN: 00042836) Independent Non -Executive 2 No 12 Adv. V.R. Ramachandran (DIN: 00046848) Independent Non -Executive 2 No 13 Mr. S.R. Balasubramanian (DIN: 03200547) Independent Non -Executive 1 No 1. Mr. V.P. Nandakumar (DIN:00044512) has been re-appointed as MD & CEO of the Company w.e.f. April 01, 2024 to March 31, 2029, pursuant to the sharehol ders’ approval at their Annual general meeting held on August 17, 2023. 2. Mr. P . Manomohanan and Mr. V.R. Ramachandran, Independent Directors of the Company had completed their first tenure of 5 years on 31st July 2019 and thereafter re-appointed for a further period of 5 years through the postal ballot held on March 2019. Hence, their second tenure ended on 31-07-2024. 3. Mr. S. R. Balasubramanian resigned w.e.f. 09.05.2024.
Page 182
Annual Report 2 0 2 4 - 2 5 150 There was no change in Key Managerial Personnel during the FY 2024-25. d. Number of other board of directors or committees in which a directors is a member or chairperson & names of the listed entities where the person is a director and the category of directorship (As on March 31, 2025) SL. No Name of Director Category of Directors Date of Appointment/ Re- appointment Details of membership in Committees of the Board* Number of Directorships in Companies** Name of listed entity and the category of Directorship Chairman Member Member Chairman Name of the Company Category 1 Mr. V.P. Nandakumar, (DIN: 00044512) MD & CEO Promoter, non- independent, Executive 17-08-2023 0 3 1 0 Manappuram Finance Ltd Non- Independent, Executive 2 Ms. Pratima Ram (DIN: 03518633) Independent, non- executive 01-04-2024 1 6 2 0 Minda Corporation Limited Manappuram Finance Ltd Independent, non-executive Independent, non-executive 3 Mr. Abhijit Sen (DIN: 00002593) Independent, non- executive 27-08-2024 3 4 2 0 Kalyani Forge Ltd Manappuram Finance Ltd Independent, non-executive Independent, non-executive 4 Mr. Harshan Kollara (DIN: 01519810) Independent, non- executive 28-08-2020 0 1 1 0 Manappuram Finance Ltd Independent, non-executive 5 Mr. Shailesh J. Mehta (DIN: 01633893) Independent non- executive 28-08-2020 0 2 2 1 India Shelter Finance Corporation Limited Manappuram Finance Ltd Non-Executive Nominee Director Independent, non-executive 6 Dr. Sumitha Nandan (DIN: 03625120) Promoter Group, Non- independent, Executive Director 01-01-2023 0 1 1 0 Manappuram Finance Ltd Non- independent, Executive Director 7 Adv. V.P. Seemandini (DIN: 07850522) Independent non- executive 23-12-2022 0 0 1 0 Manappuram Finance Ltd Independent non-executive 8 Mr. T.C. Suseel Kumar Independent non- executive 01-11-2023 3 6 3 0 First Source Ltd PCBL Chemical Ltd Manappuram Finance Ltd Independent non-executive Independent non-executive Independent non-executive 9 Mr. Sankaran Nair Rajagopal (DIN: 10087762 Independent non- executive 01.01.2024 0 2 1 0 Manappuram Finance Ltd Independent non-executive 10 Mr. E.K. Bharath Bhushan (DIN: 01124966) Independent non-executive 01.03.2024 2 3 1 0 Manappuram Finance Ltd Independent non-executive 1. *As requir ed by Clause 26(1)(b) of the Listing Regulations, the disclosures include Membership/ Chairpersonship of Audit Committee and Stakeholders Relationship Committee of Companies including Manappuram Finance Limited. 2. ** Only list ed entities including Manappuram Finance Limited are shown 3. Director ship exclude Private Limited Companies, Foreign Companies and Section 8 Companies. 4. Details of Direct or(s) retiring or being re-appointed are given in Notice to Annual General Meeting 5. There are no int er-se relationship between our Board Members except Executive Directors. 6. Other direct orships mentioned above do not include alternate directorships, directorships of private limited companies, Section 8 companies under the Act and of Companies incorporated outside India.
Page 183
Corporate Governance Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 151 e. Number of meetings of the board of directors held and dates on which held During the Financial Year 2024-25 the Board met on (12) Twelve occasions viz.09.05.2024, 24.05.2024, 01.08.2024, 13.08.2024, 25.09.2024, 22.10.2024, 05.11.2024, 14.12.2024, 10.01.2025, 13.02.2025, 20.03.2025 and 29.03.2025. The notes on Agenda setting out the business to be transacted at the Board meeting were sent to each director seven days before the date of the Board Meeting except for the meetings which were convened at shorter notice. Your Board has met at least once in a quarter and the gap between any two meetings did not exceed 120 days. Generally, all these Board Meetings were held in video conferencing / other audio-visual mode as allowed under applicable law. The requisite quorum was present at all meetings. Information pro vided to the Board Members The Board agenda with proper explanatory notes is prepared and circulated well in advance to all the Board Members as required to be statutorily provided pursuant to the Act. All statutory and other matters of significant importance including information as mentioned in Section 179 of the Act and Regulation 17 read with Part A of Schedule II of the Listing Regulations are tabled before the Board of Directors to enable them to discharge their responsibility of strategic supervision of the Company. The Board periodically reviews the statement submitted by the unlisted subsidiaries on all significant transactions and arrangements entered into by it during that period. The Board also reviews periodical compliances of all applicable laws, rules and regulations. At the Board Meeting, members have full freedom to express their opinion and decisions were taken only after detailed deliberations. f. Disclosure of r elationships between directors inter-se; There is no relationship between Directors inter-se ex cept below. Dr. Sumitha Nandan (DIN:03625120) Executive Director is the daughter of Mr. V.P. Nandakumar (DIN:00044512), Managing Director & CEO of the Company g. Number of shar es and convertible instruments held by non- executive directors as on 31.03.2025 Sl. No Name of Director Category of Directors Shareholding of Non-Executive Directors 1 Ms. Pratima Ram (DIN: 03518633) Independent, Non-Executive 0 2 Mr. Abhijit Sen (DIN: 00002593) Independent, Non-Executive 0 3 Mr. Harshan Kollara (DIN: 01519810) Independent, Non-Executive 0 4 Mr. Shailesh J Mehta DIN: 01633893) Independent Non -Executive 5,00,000 5 Adv. V P Seemanthini (DIN: 07850522) Independent Non -Executive 0 6 Mr. T C Suseel Kumar (DIN: 06453310) Independent Non -Executive 0 7 Mr. Rajagopal (DIN: 10087762) Independent Non -Executive 0 8 Mr. E.K. Bharath Bhushan (DIN: 01124966) Independent Non -Executive 0 h. Familiarisation Programme for Independent Direct ors Pursuant to the provisions of the Act and Regulation 25(7) of the Listing Regulations, the Company has in place a mechanism to familiarise its Independent Directors about the Company, its products, the industry, business structure and regulatory changes that affects the Company and its subsidiary. All Board members of the Company are accorded every opportunity to familiarise themselves with the Company, its management, its operations and above all, the industry legal & regulatory changes perspective and issues. The Company also undertakes v arious initiatives to update the Independent Directors about the ongoing events and developments relating to the Company, significant changes in regulatory environment and implications on the Industry/ Company. To familiarise the new directors with the business and operations of the Company an Induction kit is shared with them which, inter-alia, includes Mission, Vision and Values, Group Business Structure, Brief profile of the Board of Directors, Composition of Committees of the Board, Brief profile of Senior Management Personnel, Press Releases, Investor Presentation, Latest Annual Report, Latest Shareholding Pattern, Codes and Policies and Remuneration payable to directors. Furthermore, the role, rights, responsibilities, duties and liabilities of the Independent Directors are embodied in detail in their Appointment Letter. On March 19, 2025, a familiarisation program was held for Board members, led by Mr. C.V. Madhusoodhanan, Partner, KSR&CO, Company Secretaries LLP. The main focus was on “SEBI Circular on the Industry Standards on Minimum information to be provided for review of the Audit Committee and shareholders for approval of a related party transaction.” Details r egarding familiarisation programs conducted for Directors can be viewed on the Company’s website at https:/ / www.manappuram.com/familiarization-programme- independent-directors
Page 184
Annual Report 2 0 2 4 - 2 5 152 i. Skills/expertise/competence identified by the Board of Directors as required in the context of its business(es) and sector( s) for it to function effectively and those actually available with the Board: The director s take an active part at the Board and Committee meetings and provide valuable guidance to the senior management on various aspects of business and governance. The directors possess necessary experience, skills and ability relevant to the Company’s business and affairs which enhances the quality of policy decisions. The following table provides details of the skills/ expertise/competencies identified by the Board of Directors pursuant to Regulation 34(3), read with Schedule V, Part C, clause 2(h)(ii) of the Listing Regulations. Chart/Matrix Setting Out the Skills/Expertise/Competence of the Board of Directors Leadership Extended business leadership experience resulting in a practical understanding of organisational processes, strategic planning and risk management. People Practices Experience and strengths in developing talent, planning succession, driving change and long-term growth. Understands the drivers leading to behavior change. Financial Control Leadership of a financial firm or management of the finance function of an enterprise, resulting in proficiency in financial management, capital allocation, financial control and reporting processes. Diversity including gender and occupation Representation of diversity in terms of gender, geography, culture, occupations that bring varied independent perspectives expanding the Board’s understanding of the needs and viewpoints of customers, partners, employees, government, and other stakeholders. Technology A significant background in technology, resulting in knowledge of how to anticipate technological trends, generate disruptive innovation, and extend or create new business models. Governance Service on a public company board to develop insights about maintaining board and management governance accountability, protecting shareholder interests, and observing appropriate governance practices. Sales and Marketing Experience in developing strategies to grow sales and market share, build brand awareness and equity, and enhance enterprise reputation Regulatory Extended experience and understanding of the regulatory environment operating in the context of the business Law Legal background and experience Financial Services Extended experience in a financial services firm enabling a rich understanding of the sector and the context. Sustainability Experience and exposure in understanding sustainability from the business perspective with regard to employees customers and the larger community including the environment.
Page 185
Corporate Governance Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 153 Skills/expertise/ competence identified by the Board of Directors actually available with the Board: Name of Director Mr. V.P. Nandakumar Mr. Suseel Kumar T.C. Ms. Pratima Ram Mr. Abhijit Sen Mr. Harshan Kollara Mr. Shailesh . J. Mehta Ms. Sumitha Nandan Adv. Seemanthini Mr. Raja Gopal Mr. E.K. Bharath Bhushan Leadership Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes People Practices Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Financial Control Yes Yes Yes Yes - Yes - Yes Yes Yes Diversity including gender and occupation - Yes Yes - Yes Yes Yes Yes Yes Yes Technology - - - Yes Yes Yes Yes - Yes Yes Governance Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Sales and Marketing Yes Yes Yes - - Yes Yes - - - Regulatory Yes Yes Yes Yes Yes Yes - Yes Yes Yes Law - - - - - - - Yes - Yes Financial Services Yes Yes Yes Yes Yes Yes Yes - Yes Yes Sustainability Yes Yes Yes Yes - Yes Yes Yes Yes Yes The eligibility of an individual t o be appointed as a director of the company is dependent on whether the person possesses the requisite skill/ knowledge/ expertism in financial service industry as identified by the Board as mentioned above. Being a company in the financial services industry, the Company’s business runs across different geographical markets across the country. The brief profil e of Directors are also available on the website of the Company https:/ /www.manappuram.com/ management-team i. Independence of Independent Dir ectors Pursuant to Clause C (2) (i) of Schedule V read with Regulation 34(3) of the Listing Regulations, in the opinion of Board, Independent Directors fulfill the conditions as specified in the Listing Regulations and independent of the Management. There has been no instance wher e the Board had not accepted any recommendation of any committee of the Board which is mandatorily required, in the relevant financial year. j. Resignation of Independent Director • There w as no independent director who resigned from the Board during the FY 2024-25. • Mr. P . Manomohanan and Mr. V.R. Ramachandran, Independent Directors of the Company, completed their first tenure of five years on 31 st July 2019 and were thereafter re-appointed for a further period of five years through the postal ballot held in March 2019. Accordingly, their second tenure came to an end on 31 st July 2024 3. COMMITTEES OF THE BOARD The Board has constitut ed various Sub-Committees of the Board as required under the Act, Listing Regulations, RBI rules and regulations. Each Committee of the Board functions according to the terms of reference as approved by the Board. Meeting of each Sub-Committee is convened by the respective Committees’ Chairman. The details of composition and terms of reference of various Board Committees including the number of meetings held during the financial year and the related attendance are given below: A. AUDIT COMMITTEE The Company has constituted a qualified and independent Audit Committee as required under Section 177 of theAct read with read with Rule 6 & 7 of Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 18 of the Listing Regulations. The Committee also fulfils the provisions of SBR Directions. The Committee has Six members eminentl y qualified to handle accounts, finance, audit and legal matters. The Company Secretary acts as the Secretary of the Audit Committee. The Audit Committee met (8) Eight times during FY 2024-25 viz 08.05.2024, 24.05.2024, 12.08.2024, 25.09.2024, 04.11.2024 ,12.02.2025, 19.03.2025 (Meeting originally held on 19.03.2025 was adjourned to 20.03.2025 to discuss some urgent agenda) and 29.03.2025., The constitution, record of attendance of meetings and other details of the Audit Committee of the Company are detailed below.
Page 186
Annual Report 2 0 2 4 - 2 5 154 Composition, Meetings and Att endance as on March 31, 2025 Sl. No Name of the Member Position Category of Directors Number of Meetings during the financial year 2024-25 Held Attended 1 Mr. Abhijit Sen Chairman Independent Director 8 8 2 Mr. Shailesh Jayantilal Mehta Member Independent Director 8 8 3 Mr. Harshan Kollara Member Independent Director 8 8 4 Ms. Pratima Ram Member Independent Director 8 8 5 Dr. Sumitha Nandan Member Executive Director 8 7 6 *Mr. T.C. Suseel Kumar Member Independent Director 7 6 *The Board of Directors at its meeting held on 09.05.2024 appointed Mr. T.C. Suseel Kumar as member in Audit Committee Terms of Reference of Audit Committee 1. Oversee the Company’ s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. 2. Recommending to the Boar d the appointment, reappointment, and if required, the replacement or removal of the statutory auditor and the fixation of audit fee. 3. Appr oval of payment to statutory auditors for any other services rendered by the statutory auditors. 4. Rev iewing with management the annual financial statements before submission to the Board for approval with particular reference to: a) Matters r equired to be included in the Directors Responsibility Statement to be included in the board’s report in terms of clause c of Sub-section 3 of section 134 of the Companies Act, 2013. b) Changes if any in acc ounting policies and practices and reasons for the same. c) Major ac counting entries involving estimates based on the exercise of judgment by management. d) Significant adjustment made in the financial statement arising out of audit findings. e) Compliance with listing and other l egal requirements relating to the financial statements. f) Disclosure of any related party transactions. g) Qualifications in the draft audit report. 5 . Reviewing with the management the quart erly financial statements before submission to the board for approval. 6. Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter; 7. Review and monit or the auditor’s independence and performance, and effectiveness of audit process; 8. Approv al or any subsequent modification of transactions of the company with related parties; 9. Scrutiny of inter -corporate loans and investments; 10. Valuation of undertakings or assets of the company, wherever it is necessary; 11. Eval uation of internal financial controls and risk management systems; 12. Reviewing with the management perf ormance of the statutory and internal auditors and adequacy of the internal control system. 13. Reviewing the adequacy of internal audit function if any including the structure of internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. 14. Discussion with internal audit ors regarding any significant findings and follow-up thereon. 15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
Page 187
Corporate Governance Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 155 16. Discussion with statutory auditors before audit commences about the nature and scope of audit as well as post-audit discussions to ascertain any area of concern. 17. To l ook into the reasons for substantial defaults in the payments to the depositors, debenture - holders, shareholders (in case of non-payment of declared dividends) and creditors. 18. To re view the function of whistle blower mechanism in case the same exists. 19. Approv al of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; 20. Monitoring the end use of funds r aised through public offers and related matters. 21. Carrying out any other function as mentioned in the terms of reference of audit committee. 22. Reviewing the utilisation of loans and/ or advances from/ investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/ investments existing as on the date of coming into force of this provision. 23. Con sider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders. 24. The Committee must ensure that an Inf ormation System Audit of the internal systems and processes is conducted at least once in two years to assess operational risks faced by the entity. 25. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. B. NOMINATION, C OMPENSATION & CORPORATE GOVERNANCE COMMITTEE (NCCGC) The Nomination, Compensation and Corporat e Governance Committee of the Company was constituted to oversee the compliance with the Reserve Bank of India’s Circular/ Direction to ensure that eminent and experienced persons are appointed as directors. The Committee also meets the requirements of Section 178 of the Act, Regulation 19 of the Listing Regulations and other RBI Master Directions. The Committee met (5) Five times during FY 2024.25 viz 09.05.2024, 13.08.2024, 05.11.2024, 23.12.2024 and 13.02.2025. Composition, Meetings and Att endance as on March 31, 2025 Sl. No Name of the Member Position Category of Directors Number of Meetings during the financial year 2024-25 Held Attended 1 Mr. Harshan Kollara Chairman Independent, Non-Executive 5 5 2 Dr. Shailesh J Mehta Member Independent, Non-Executive 5 5 3 Adv. V P. Seemandini Member Independent, Non-Executive 5 3 4 *Dr. Sankaran Nair Rajagopal Member Independent, Non-Executive 4 4 *The Board of Directors at its meeting held on 09.05.2024 appointed Dr. Sankaran Nair Rajagopal as member in the Nomination, Compensation and Corporate Governance Committee Terms of Reference of Nomination, Compensation and Corporate Governance Committee Considering the statutory provisions under Section 178 of the Act, provisions of the Listing Regulations and the guidelines issued by the Reserve Bank of India on Corporate Governance of NBFCs, the role and responsibilities of the committee can be classified into three broader categories such as; (I) nomination, (II) fixation of remuneration and (III) performance evaluation and governance. The committee shall effectively discharge its roles and responsibilities in the following manner: I. Role of Nomination: a ) The committ ee shall formulate and put in place guiding principles/ policy to determine the qualities, qualifications, positive attributes for selection of Executive, Non-Executive directors, Key Managerial Personnel (KMP), Senior Managerial Personnel (SMP) and also independence of a director including the parameters to determine the ‘fit and proper’ criteria for appointment of independent Directors keeping in mind the diversity quotient the company’s board shall maintain from time to time and subject to the applicable regulatory requirements.
Page 188
Annual Report 2 0 2 4 - 2 5 156 b) Filling in a timely manner vacancy on the board of the company incl uding the position of executive/whole time directors. c) Selection of dir ectors, key management personnel and persons to be appointed in senior management positions as defined by the board and recommend to the board for their appointment and removal thereof. d) For e very appointment of an independent director, the NCCGC shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: i. use the services of an e xternal agencies, if required; ii. consi der candidates from a wide range of backgrounds, having due regard to diversity; and iii. consider the time c ommitments of the candidates. II. Role of Fixing R emuneration and Evaluation of performance. a. The committee shall formulate and recommend to the Board of Directors of the Company for its approval a policy relating to the remuneration for the Directors, KMP, SMP* and other employees from time to time. b. The policy as aforesaid shall be formulated to ensure that- • The lev el and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully; • Relationship of remuner ation to performance is clear and meets appropriate performance benchmarks; and • Remuneration to dir ectors, KMP and SMP involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals; c. The committee shall review the performance of individual directors of the company on a yearly basis at the end of each financial year or at such periodicity as the committee deem fit and recommend to the board on the basis of such review, whether a director to be recommended for re- appointment or not. d. The c ommittee shall review the performance of the Executive/Non-Executive Director of the company and fix suitable compensation packages in consideration of their performance, contributions, the general business environment in which the company operates and financial position of the company. The remuneration package may be a combination of fixed and performance based bonus/ incentives for the period under review. e. The committee shall along with the management review the performance of KMP and SMP* persons on a periodical basis and fix their remuneration packages in accordance with the policies approved by the Board. III. the additional responsibilities: - 1 . The Committee shall r evisit the list of SMP to assess the additions to the list. 2. The Comm ittee shall recommend remuneration of SMP* to the Board 3. Formulating Succ ession Planning for SMP. 4. Review and affirm the SMP* shall abide by the code of conduct on an annual basis. 5. SMP* shall mak e disclosure to the Board relating to all material, Financial and Commercial transactions, where they have a personal interest that may have a potential conflict with the interest of the Company at a large. (*For the purpose of this Code the term ‘senior management’ shall mean the officers and personnel of the listed entity who are members of its core management team, excluding the Board of Directors, and shall also comprise all the members of the management one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads, by whatever name called and the Company Secretary and the Chief Financial Officer). REMUNERATION POLICY The Board has approved Policy on Board Appointments, Composition, & Compensation Policy as recommended by the Nomination, Compensation & Corporate Governance Committee which forms part of Directors Report. DETAILS OF PECUNIARY RELATIONSHIP OR TRANSACTION OF NON-EXECUTIVE DIRECTOR(S) WITH THE COMPANY There were no other pecuniary relationships or transactions between any other Non-Executive Director and the Company except sitting fees paid for attending the meetings of Board and committee of Board during the year under review.
Page 189
Corporate Governance Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 157 C. STAKEHOLDERS RELATIONSHIP AND SECURITIES TRANSFER COMMITTEE (SRSTC) The Company has constituted Stak eholders Grievance Committee in line with the provisions of Regulation 20 of SEBI (LODR) Regulations, 2015 and Section 178(5) of the Companies Act, 2013 to monitor the securities holders and investor complaints / grievances and also to ensure quick redressal of investor complaints associated with transfer/ transmission/ dematerialisation of shares, non-receipt of Balance Sheet, Dividend warrants etc. The committee was re-designated as Stakeholders Relationship Committee. Board had earlier c onstituted Securities Transfer Committee to comply with provisions of section 46 of Companies Act, 2013 read with Rule 5 of the Companies (Share Capital and Debentures) Rules, 2014. In order to ease the both committees functioning, Board at its meeting held on June 25, 2017 merged the Securities Transfer Committee into Stakeholders Relationship Committee and accordingly to comply with the provisions of Listing Regulations and the Act and rules made thereunder as both Securities Transfer Committee and Stakeholders Relationship Committee have functions primarily aimed at serving security holders of the Company. The Committee met (4) Four times during FY 2024-25 viz 09.05.2024, 13.08.2024, 05.11.2024 and 17.01.2025. Composition, Meetings and Att endance as on March 31, 2025 Sl. No. Name of the Member Position Category of Directors Number of Meetings during the financial year 2024-25 Held Attended 1 *Mr. T.C. Suseel Kumar Chairman Independent, director 3 3 2 Mr. V P Nandakumar Member MD & CEO 4 4 3 *Dr. Sankaran Nair Rajgopal Member Independent, director 3 3 4 *Mr. E K Bharat Bhushan Member Independent, director 3 3 5 *Ms. Pratima Ram Member Independent, director 3 2 *The Board of Directors at its meeting held on 09.05.2024 appointed Mr. T.C. Suseel Kumar, Dr. Sankaran Nair Rajagopal, Mr. E K Bharat Bhushan and Ms. Pratima Ram as members in the Stakeholders Relationship and Securities Transfer Committee Scope The Committee was c onstituted to specifically look into the redressal of shareholder and investors complaints/ grievances like transfer and transmission of securities, non-receipt of annual report/ notice/ declared dividends/ interest/ redemption amount, etc. and all other securities-holders related matters. The Committee normally appr oves transfers, transmission, etc. of securities and issues split, duplicate certificates of securities issued by the Company. The role of the committee shall inter-alia include the following. • Resolving the griev ances of the security holders of the listed entity including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings etc. • Review of measures taken for effective exercise of voting rights by shareholders. • Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent. • Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports/statutory notices by the shareholders of the company Name, designation and address of Compliance Officer: Mr. Manoj K umar V.R., Company Secretary Manapp uram Finance Limited, W-4/638A, Manappuram House, Valapad P. O, Thrissur-680567. Phone - 0487 3050408, 9946239999 E-Mail - cosecretary@manappuram.com, cs@manappuram.com
Page 190
Annual Report 2 0 2 4 - 2 5 158 Details of inv estor complaints received and redressed during the financial year 2024-25 are as follows: Sl. No. Particulars No. of Complaints Status of complaints 1 No. of Investor complaints pending at the beginning of the year 0 Nine Investor complaints were resolved during the FY 2024-25 out of the 10 complaints received. One complaint was left unresolved at the end of the year 2 No. of Investor complaints received during the year 10 3 No. of Investor complaints disposed off during the year 9 4 No. of Investor complaints unresolved at the end of the year 1 D. Risk Management Committee (RMC) The Company has constituted a Risk Management Committee (RMC) in line with the provisions of Regulation 21 of Listing Regulations and relat ed Master directions. The committee r eviews the Risk Management Policy, document and improve risk management practices, ensure appropriate / adequate reporting to the Board, manage the integrated risk, review the functioning of the Risk Management Department and any other matter as the Committee may deem fit. The Committee is involved in the process of identification, measurement, monitoring and mitigation of the various risks faced by the Company. The RMC shall meet at least Four times in a year and once in every quarter and reports to the Board. Pursuant to Reserv e Bank of India Circular No. DNBR (PD) CC.No.099/03.10.001/2018-19 dated May 16,2019, the Company had appointed Mr. Madhu Mohan as Chief Risk Officer (CRO) to carry out the functions and discharge all the responsibilities as per the terms of aforesaid circular. His re-appointment for the current tenor of two year was approved by the Board on May 9, 2024 with effect from July 17, 2024. The Committee met (5) Five times during FY 2024-25 viz 08.05.2024, 12.08.2024, 04.11.2024, 10.01.2025 and 12.02.2025. Composition, Meetings and Att endance as on March 31, 2025 Sl. No Name of the Member Position Category of Directors Number of Meetings during the financial year 2024-25 Held Attended 1 Mr. Abhijit Sen Chairman Independent Director 5 5 2 Mr. V P Nandakumar Member MD & CEO 5 3 3 Dr. Shailesh J Mehta Member Independent, Non-Executive 5 4 4 Mr. Harshan Kollara Member Independent, Non-Executive 5 5 5 Ms. Pratima Ram Member Independent, Non-Executive 5 5 6 Dr. Sankaran Nair Rajagopal Member Independent, Non-Executive 4 4 *The Board of Directors at its meeting held on 09.05.2024 appointed Dr. Sankaran Nair Rajagopal as member in the Risk Management Committee E. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE) The Company has constituted Corpor ate Social Responsibility Committee (CSR Committee) which has substantial roles and responsibilities in respect of projects to be recommended to the Board and also for monitoring of the CSR projects and reporting. Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.
Page 191
Corporate Governance Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 159 The Committee met (5) Five times during FY 2024-25 viz 23.05.2024, 19.07.2024, 23.10.2024, 17.01.2025 and 19.03.2025. Composition, Meetings and Att endance as on March 31, 2025 Sl. No Name of the Member Position Category of Directors Number of Meetings during the financial year 2024-25 Held Attended 1 Mr. E K Bharatbhushan Chairman Independent, Director 5 5 2 Mr. V P Nandakumar Member MD & CEO 5 4 3 Mr. Abhijit Sen Member Independent, Director 5 5 4 Adv. V.P. Seemandini Member Independent, Director 5 5 5 Mr. T.C. Susheel Kumar Member Independent, Director 5 5 Role of the Committee shall include the following: i. Draft the CSR policy and rec ommend the same to the Board for approval. ii. Review and r ecommend any new CSR initiatives to be taken up by the company including the selection/appointment of implementation agencies; iii . Review the pr ogress of CSR projects already undertaken by the company and the utilisation of budgets for each such projects; iv. Review and r ecommend the CSR report to be included in the board’s report. v. Review and r ecommend any amendments to be made in the CSR policy of the Company. vi. Formulate and recommend to the board the list of CSR projects or programs that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act. vii. Formulate and r ecommend to the board the manner of execution of such projects or programs. vii i. Formulate and recommend to the board the modalities of utilisation of funds and implementation schedules for the projects or programs. ix. Formulate and r ecommend to the board monitoring and reporting mechanism for the projects or programs. x. Formulate and r ecommend to the board details of need and impact assessment, if any, for the projects undertaken by the company. xi. To carry such other functions as may be del egated to it by the board relating to CSR activities of the company. F. DEBENTURE COMMITTEE The Debenture Committee has been c onstituted by the Board of Directors for public Issuance of debentures of the Company. Composition, Meetings and Att endance as on March 31, 2025: Sl. No Name of the Member Position Category of Directors Number of Meetings during the financial year 2024-25 Held Attended 1 Mr. V P Nandakumar Chairman Non-Independent, Executive MD&CEO NIL 2 Ms. Bindu A L Member Chief Financial Officer 3 Mr. Manoj Kumar VR Member Company Secretary The functions of the Debenture Committ ee include the following: (i) authorisation of any direct or or directors of the Company or other officer or officers of the Company, including by the grant of power of attorneys, to do such acts, deeds and things as such authorised person in his/her/its absolute discretion may deem necessary or desirable in connection with the issue, offer and allotment of the Bonds; (ii ) giving or authorising the giving by conc erned persons of such declarations, affidavits, certificates, consents and authorities as may be required from time to time; (iii) appointing the lead managers t o the issue in accordance with the provisions of the Debt Regulations;
Page 192
Annual Report 2 0 2 4 - 2 5 160 (iv) seeking, if r equired, any approval, consent or waiver from the Company’s lenders, and/or parties with whom the Company has entered into various commercial and other agreements, and/or any/all concerned government and regulatory authorities in India, and/ or any other approvals, consents or waivers that may be required in connection with the issue, offer and allotment of the Bonds; (v) deciding, appro ving, modifying or altering the pricing and terms of the Bonds, and all other related matters, including the determination of the size of the Bond issue up to the maximum limit prescribed by the Board and the minimum subscription for the Issue; (vi ) appro val of the draft and final prospectus or disclosure document as the case may be (including amending, varying or modifying the same, as may be considered desirable or expedient) as finalised in consultation with the lead managers, in accordance with all applicable laws, rules, regulations and guidelines; (vii) seeking the listing of the Bonds on any Indian stock e xchange, submitting the listing application to such stock exchange and taking all actions that may be necessary in connection with obtaining such listing; (vi ii) appointing the registr ar and other intermediaries to the Issue, in accordance with the provisions of the Debt Regulations (ix ) finalisation of and arrangement f or the submission of the draft prospectus to be submitted to the Stock Exchange(s) for receiving comments from the public and the prospectus to be filed with the Stock Exchange(s), and any corrigendum, amendments supplements thereto; (x) appointing the debenture trustee and e xecution of the trust deed in connection with the Issue, in accordance with the provisions of the Debt Regulations; (xi ) authorisation of the maintenanc e of a register of holders of the Bonds; (xi i) finalisation of the basis of all otment of the Bonds including in the event of over-subscription; (xiii) finalisation of the allotment of the Bonds on the basis of the applications received; (xiv) acceptanc e and appropriation of the proceeds of the Issue; and (xv ) To generall y do any other act and/or deed, to negotiate and execute any document/s, application/s, agreement/s, undertaking/s, deed/s, affidavits, declarations and certificates, and/or to give such direction as it deems fit or as may be necessary or desirable with regard to the Issue. G. FINANCIAL RESOURCE & MANAGEMENT COMMITTEE (FRMC) The Financial Resource and Management Committee has been constitut ed by the Board of Directors of the company to facilitate the day-to-day management of the Company. The Committee met (12) T welve times during FY 2024-25 viz 19.04.2024, 08.05.2024, 14.05.2024, 21.06.2024, 27.06.2024, 08.08.2024, 19.08.2024, 25.09.2024, 18.11.2024, 29.01.2025, 01.03.2025 and 26.03.2025. Composition, Meetings and Att endance as on March 31, 2025 Sl. No Name of the Member Position Category of Directors Number of Meetings during the financial year 2024 -25 Held Attended 1 Mr. V P Nandakumar Chairman Managing Director & Chief Executive Officer 12 10 2 *Adv. V.P. Seemanandini Member Independent Director 10 9 3 Dr. Sumitha Nandan Member Executive Director 12 10 4 *Mr. E K Bharat Bhushan Member Independent Director 10 9 * The Board of Directors at its meeting held on 09.05.2024 appointed Adv. V.P. Seemanandini and Mr. E K Bharat Bhushan as members in the Financial Resources and Management Committee.
Page 193
Corporate Governance Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 161 Terms of Reference of FRMC The committee shall be responsible for overseeing and dealing with operational matters from time to time. Such matters include: - (i) Investments • To deliberat e and make recommendation to the Board on all transactions and matters relating to the business of the company or its investments. • Dispose the short-term surpl us of the company in eligible short term investment instruments and securities with a maturity period of note more than one year as recommended by the ALM committee of the company or to meet any statutory obligations or cash collaterals as part of lending arrangement or as caution deposits and also to authorise officers or directors for the purpose. (ii) Financial Arrangements • Appro ve financial arrangements whether as working capital demand loans or against assignment of receivables of the company or buy out of port folios or by such other means with banks and other financial institutions including the signing of such documents for facilities within the borrowing powers of the Board. • Approv e the creation of any mortgage/charge or other encumbrance over the company’s properties or assets for the above purposes. • Approv e the issuing or providing or permitting the company to issue or provide any form of guarantee or indemnity or other financial or non-financial support in the ordinary course of business. • To consider the issue of commercial papers and other short term or long term instruments for raising funds from the market. • Authorise changes in signatories in respect of accounts maintained by the company with banks and other financial institutions. • Authorisation f or opening, operation and Closing of Bank Accounts in different centres for different branches. • Appro ve fully hedged foreign currency transactions, including External Commercial Borrowings, Trade Credits, Inter Corporate Deposits and Foreign currency denominated Loans with domestic and overseas banks, investor classes, corporate and other financial institutions. • Buyback or Re-purchase of NCDs and other Debt Securities. • Allotment of Debentur es and Bonds: - a) Approv e the allotment of debentures and bonds including domestic and overseas fully hedged foreign currency instruments issued by the Company within in the overall limit set for the issue and the creation/modification/satisfaction of mortgage/charge on such debentures/bonds as the case may be. b) Allotment of Shar es under Employees Stock Option Schemes approved by Board from time to time. • Others: a) Authorising officers of the company for making necessary application for registration under different enactments for employee welfare, fiscal and other municipal or local or subordinate legislations. b) Authorising officers of the company by grant of power of attorneys or by resolution so as to represent before Government, Judicial or quasi - judicial bodies or other authorities for sanction, approval or other permissions on such matters affecting the business of the company. c) Authorising officers of the company by grant of power of attorneys or by way of resolution for matters in connection with day to day business activities, opening of branches, execution of rent/ tenancy agreements, represent the company before any statutory or regulatory bodies.
Page 194
Annual Report 2 0 2 4 - 2 5 162 H. IT STRATEGY COMMITTEE (ITSC): The IT Strategy Committee has been constituted by the Board of Directors of the company is to assist the Board for effective IT Gov ernance in the Company. The Committee met (4) Four times during FY 2024-25 viz 26.06.2024, 05.08.2024, 18.10.2024 and 16.01.2025. Composition, Meetings and Att endance as on March 31, 2025 Sl. No Name of the Member Position Category of Directors Number of Meetings during the financial year 2024 -25 Held Attended 1 Mr. Abhijit Sen Chairman Independent Director 4 4 2 Mr. Shailesh J Mehta Member Independent Director 4 4 3 Dr. Sumitha Nandan Member Executive Director 4 4 Terms of r eference – • The Committee shall ensur e that the Company has put an effective IT strategic planning process in place. • The Committee shall guide in pr eparation of IT Strategy and ensure that the IT Strategy aligns with the overall strategy of the Company towards accomplishment of its business objectives. • The Committee shall satisfy itself that the IT Governance and Information Security Governance structure fosters accountability, is effective and efficient, has adequate skilled resources, well defined objectives and unambiguous responsibilities for each level in the organisation. • The Committee shall ensure that the Company has put in place processes for assessing and managing IT and cybersecurity risks. • The Committee shall ensure that the budgetary allocations for the IT function (including for IT security), cyber security are commensurate with the Company’s IT maturity, digital depth, threat environment and industry standards and are utilised in a manner intended for meeting the stated objectives. • The Committee shall r eview, at least on annual basis, the adequacy and effectiveness of the Business Continuity Planning and Disaster Recovery Management of the Company. I. ASSET- LIABILITY MANAGEMENT COMMITTEE (ALCO) Your Company has an Asset Liability Management Committee (ALCO) to review the ALM risks and opportunities of the Company. The AL CO is responsible for overseeing the liquidity position of the Company and liquidity risk management. The Committee met (4) Four times during FY 2024-25 viz 28.06.2024, 31.08.2024, 29.10.2024 and 28.01.2025. Composition, Meetings and Att endance as on March 31, 2025 Sl. No Name of the Member Position Category of Directors Number of Meetings during the financial year 2024-25 Held Attended 1 Mr. V P Nandakumar Chairman Non-Independent, Executive 4 4 2 Mr. Madhumohan Member Chief Risk Officer 4 3 3 Mrs. Bindu A L Member Chief Financial Officer 4 4 4 Mr. Jayakrishnan Member Head-Credit 4 4 Terms of R eference of Asset - Liability Management Committee (ALCO): • To ensure that the asset liability management str ategy and Company’s market risk management policies are implemented. • To pro vide a strategic framework to identify, asses, quality and manage market risk, liquidity risk, interest rate risk, price risk etc.
Page 195
Corporate Governance Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 163 • To report to the Board of Directors on the adequacy of the Company’s systems and controls for managing risk, and for rec ommending any changes or improvements, as necessary. • To re view and assess the management of funding undertaken by Company and formulate appropriate actions. • To re view and assess the management of the Company’s liquidity with the framework and policies established by the Board, as the case may be, and formulate appropriate actions to be taken. • To consider the significance of ALM of any changes in customer behaviour and formulate appropriate actions. J. COMMITTEE OF THE EXECUTIVES UNDER RBI – MASTER DIRECTION ON FRAUD RISK MANAGEMENT The Committee met (1) One time during FY 2024-25 viz 10.02.2025. Composition, Meetings and Att endance as on March 31, 2025 Sl. No Name of the Member Position Category of Directors Number of Meetings during the financial year 2024-25 Held Attended 1 Dr. Sumitha Nandan Chairman Non-Independent, Executive 1 1 2 Ms. Bindu A.L. Member CFO 1 1 3 Mr. Raju Narayanan Member EVP – ABR 1 1 4 Mr. Madhumohan Member CRO 1 1 5 Mr. Issac E.A. Member CCO 1 1 6 Mr. Riju P Member Head – IA 1 1 7 Mr. Vinod Venugopal Member Head – Vigilance 1 1 Terms of Ref erence • Reviewing the eff ectiveness of the organisation’s fraud risk management framework and internal controls. • Ensuring that the framew ork is up-to-date and aligned with best practices. • Monitoring the implementation of fraud risk management policies and procedures. • Reviewing, monitoring and reporting of all categories of fraud, and their root causes. K. Review Committee for reviewing Wiful Defaulter (“Review Committee”) In line with RBI Guidelines, the Company is requir ed to constitute a committee for identifying a non-cooperative borrower as specified in the guidelines. To review the decision of this Committee, a Review Committee of the Board has been constituted. The order shall become final only after it is confirmed by the said Review Committee. Composition, Meetings and Att endance as on March 31, 2025: Sl. No Name of the Member Position Category of Directors Number of Meetings during the financial year 2024-25 * Held Attended 1 V.P . Nandakumar Chairman MD &CEO 0 0 2 Mr. Suseel Kumar Member Independent Director 0 0 3 Ms. Pratima Ram Member Independent Director 0 0 * No meeting was held during the period as the review committee was constituted on November 5, 2024.
Page 196
Annual Report 2 0 2 4 - 2 5 164 L. Identification committee f or Willful Defaulters (“Identification Committee”) The Identification committee is c onstituted for identifying a willful defaulter and recommend to the Review Committee. No meeting was held during the period Composition, Meetings and Att endance as on March 31, 2025 Sl. No Name of the Member Position Category of Directors Number of Meetings during the financial year 2024-25* Held Attended 1 Dr. Sumitha Nandan Chairman Executive Director 0 0 2 Ms. Bindu . A.L Member NA 0 0 3 Mr. Raju Narayanan Member NA 0 0 * No meeting was held during the period as the Identification committee was constituted on November 5, 2024. M. Committee of Independent Dir ectors: The committee of Independent Directors of the Company (“IDC”) was constituted pursuant to a proposal of issuance of securities, including equity shares and warrants (each carrying a right to subscribe to equity share(s) of the Company) by the Company to one or more proposed allottees (“Investors”) pursuant to a preferential issue by way of private placement in compliance with the Companies Act, 2013 (and rules made thereunder), the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”) and other applicable laws and regulations (“Preferential Issue”). Composition, Meetings and Att endance as on March 31, 2025 Sl. No Name of the Member Position Category of Directors Number of Meetings during the financial year 2024-25 Held Attended 1 Mr. Shailesh Mehta Chairman Independent Director 1 1 2 Mr. Abhijit Sen Member Independent Director 1 1 3 Mr. Harshan Kollara Member Independent Director 1 1 4 Ms. Pratima Ram Member Independent Director 1 1 5 Mr. E.K. Bharat Bhushan Member Independent Director 1 1 6 Adv. V.P. Seemandini Member Independent Director 1 1 7 Mr. T.C. Suseelkumar Member Independent Director 1 1 8 Dr. Sankaran Nair Rajagopal Member Independent Director 1 1 N. Meeting of Independent Direct ors: The Act mandates Independent Directors of a company to hold at least one separate meeting in a year without the presence of non-independent direct ors and members of management.to: a. revie w the performance of non-independent directors and the Board as a whole; b. revie w the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; and c. assess the quality, quantity and timeliness of fl ow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties
Page 197
Corporate Governance Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 165 Composition, Meetings and Att endance as on March 31, 2025 Sl. No Name of the Member Position Category of Directors Number of Meetings during the financial year 2024-25 Held Attended 1 Mr. Harshan Kollara Chairman Independent Director 1 1 2 Mr. Abhijit Sen Member Independent Director 1 1 3 Mr. Shailesh Mehta Member Independent Director 1 1 4 Ms. Pratima Ram Member Independent Director 1 1 5 Mr. E.K. Bharat Bhushan Member Independent Director 1 1 6 Adv. V. P. Seemandini Member Independent Director 1 0 7 Mr. T. C. Suseelkumar Member Independent Director 1 1 8 Dr. Sankaran Nair Rajagopal Member Independent Director 1 1 4. SENIOR MANAGEMENT The following are the senior management persons identified by Board including the changes therein since the close of the pre vious financial year: Sl. No. Name Designation Changes during the financial year if any 1 Mrs. Bindu A.L. Chief Financial Officer NA 2 Mr. Raju Narayanan Head – Analytics and Business Review (EVP) NA 3 Mr. Manoj Kumar V.R. Company Secretary (VP) NA 4 Mr. Issac E.A. Chief Compliance officer NA 5 Mr. Madhu Mohan Chief Risk Officer NA 6 Mr. Manikandan T.G. Head - Information Technology Department NA 7 Mr. Riju P Head - Internal audit Department NA 8 Mr. Renjith P.R. Chief Human Resource Officer NA 9 Mr. Rajiv Rathnam Head of Vigilance Department Mr. Rajiv Rathnam-Head of Vigilance Dept had resigned from the company on May 25th 2024. 10 Mr. Joshy V.K. Business Head of Gold loan department NA 11 Mr. Digbijay Bandyopadhyay Business Head of Commercial Vehicle Finance-VP NA 12 Mr. Hemant Patil Business Head of Car loan NA 13 Mr. Ajay Bhalchandra shelke Business Head of Two-Wheeler Finance NA 14 Mr. Sathyanarayan K Rao Business Head of Farm Equipment NA 15 Mr. Vijayakumar K B Business Head of MSME NA 16 Mr. Ratheesh P.M. Business Head of Micro Home Finance NA 17 Mr. Vipin T S Business Head of Security Personal Loan NA 18 Mr. Satheesh Kumar M Business Head of Digital Personal Loan NA 19 Mr. Kamal Parmar Business Head of Commercial Vehicle Finance-SVP NA 20 Mr. Bineesh P HR Head
Page 198
Annual Report 2 0 2 4 - 2 5 166 5. DISCLOSURES WITH RESPECT TO REMUNERA TION INDEPENDENT, NON-EXE CUTIVE DIRECTORS Independent director s of the Company were paid sitting fee of ` 40,000 for every meeting of Board, Audit Committee and Nomination Compensation and Corporate Governance Committee. ` 15000 were paid as sitting fee of other Committees. The Company is being benefited from the expertise, advise and inputs of Independent Directors. The commission for the F.Y ended March 31, 2025, was paid to all Independent Directors, as recommended by the nomination Committee and decided by the Board on May 9, 2025. The shareholder s of the Company at their annual general meeting held on August 27, 2019 have approved for payment of commission annually to the Non-Executive Directors of the Company (i.e., other than Directors who are either in whole-time employment of the Company or Managing Director of the Company) but including Independent Directors of the Company, an amount not exceeding 1% (one per cent) of the net profits of the Company computed in accordance with the provisions of Section 197 of the Companies Act 2013. CRITERIA OF MAKING P AYMENTS TO NON- EXECUTIVE DIRECTORS The Company has adopted Policy on Board Appointments, Composition, & Compensation Policy, which describes the criteria of making payments to Non-Executive Directors. The Policy is available on the website of the Company https:/ / www.manappuram.com/policies-codes. The Non-Executive Directors are paid sitting fees for attending meetings of Board and Committees of Board, which is duly approved by the Board of Directors of the Company and the present fee payable to the Directors for attending the meetings is within the limits specified in Rule 4 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. They are paid remuneration based on their contribution and current trends. The Board of Directors of the Company on the recommendation of the Nomination and Remuneration Committee decides the remuneration of the Non-Executive Directors Details of Sitting Fee/ r emuneration to Non -Executive Directors during the Financial year 2024-25 are as under: - (` In Million) SL. No Name & of Director Commission Sitting Fee ESOS 1 Ms. Pratima Ram (DIN: 03518633) 3.6 0.95 Nil 2 Mr. Abhijit Sen (DIN: 00002593) 7.9 1.025 Nil 3 Mr. Harshan Kollara (DIN: 01519810) 4.9 1.09 Nil 4 Mr. Shailesh J Mehta DIN: 01633893) 19 1.135 Nil 5 Adv. V.P. Seemandini (DIN: 07850522) 3.6 0.72 Nil 6 Mr. T C Suseel Kumar (DIN: 06453310) 3.6 0.815 Nil 7 Mr. Rajagopal (DIN: 10087762) 3.6 0.76 Nil 8 Mr. E.K. Bharath Bhushan (DIN: 01124966) 3.6 0.67 Nil 9 *Mr. Manomohanan P. (DIN: 00042836) 1.03 0.265 Nil 10 *Adv. V.R. Ramachandran (DIN: 00046848) 1.03 0.2 Nil 11 **Mr. S.R. Balasubramanian (DIN: 03200547) 0 0.055 Nil *Mr. P. Manomohanan and Mr. V.R. Ramachandran, Independent Directors of the Company had completed their first tenure of 5 years on 31st July 2019 and thereafter re-appointed for a further period of 5 years through the postal ballot held on March 2019. Hence, their second tenure will come to an end on 31-07-2024. **Mr. S. R. Balasubramanian resigned w.e.f 09.05.2024. Non-Independent, Executiv e Directors (` In Million) Sl. No. Name Salary Commission Benefits/PF Perquisites Bonus Sitting Fee ESOS (no. of options) 1 Mr. V.P Nandakumar 108 100 13.5 16.37 0 0 0 2 Dr. Sumitha Nandan 15 7.5 1.875 1.124 0 0 0 The appointment and remuneration incl uding annual increments if any, of Executive Directors including Chairman & Managing Director are governed by the recommendation of the Nomination & Remuneration Committee followed by the approval of Board of Directors and Shareholders of the Company if any. The remuneration package of Chairman & Managing Director and Executive Director comprises of Salary, performance bonus, perquisites and allowances and contributions to Provident fund. The remuneration policy is directed towards rewarding performance, based on review of achievements. It is aimed at attracting and retaining high caliber talents. Presently, the Company has not granted stock option to its directors during the period under review.
Page 199
Corporate Governance Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 167 The Policy On Board Appointments, Composition, & Compensation Policy uploaded on the website of the Company https:/ / www .manappuram.com/policies-codes Performance E valuation of Board, Board Committee and Directors The Board of Dir ectors carried out annual evaluation of its own performance, its committees and individual Directors based on the criteria and framework adopted by the Board and in accordance with the existing regulations, the details of which are given in the directors’ report. 6. GENERAL BODY MEETINGS Details of the last three Annual General Meetings of the Company are given below: Year Date Time & Place Special Resolutions Passed 2024 August 14 Latha Convention Centre (formerly known as Anugraha Auditorium), Valapad, Thrissur, Kerala - 680 567 at 11.00 A.M Re-appointment of Mr. Abhijit Sen (DIN: 00002593) as independent Director Revision in remuneration payable to Mr. V P Nandakumar (DIN: 00044512), Managing Director & Chief Executive Officer of the Company. Revision in remuneration payable to Dr. Sumitha Nandan (DIN: 03625120), Whole-time Director of the Company. 2023 August 17 Latha Convention Centre (formerly known as Anugraha Auditorium), Valapad, Thrissur, Kerala - 680 567 at 11.00 A.M Re-appointment of Mr. V P Nandakumar (DIN: 00044512) as Managing Director and Chief Executive Officer of the Company for a period of five years with effect from April 01, 2024 Alteration of the Articles of Association of the Company 2022 August 25 Latha Convention Centre (formerly known as Anugraha Auditorium), Valapad, Thrissur, Kerala - 680 567 at 11.00 A.M, Re-appointment of Mr. V.P. Nandakumar (DIN: 00044512) as Managing Director and Chief Executive Officer of the Company. No Extraordinary Gener al Meeting held during the financial year 2024-25. During the year , the shareholders of the Company approved the following matters through postal ballot, by way of ordinary/ Special Resolutions. A snapshot of voting results of the Postal ballot are as follows;- Postal Ballot conclusion date SL No Particulars Type of Resolution % of votes polled on outstanding shares % of votes in favour of votes polled % of votes against on votes polled 03.04.2024* 1 Appointment of Mr. E.K. Bharat Bhushan (DIN: 0l 124966) as Non-Executive Independent Director of the Company. Special Resolution 0 99.8% 0.02% 13.05.2024** 1 Approval to borrow in excess of the aggregate of paid-up share capital and free reserves and securities premium of the Company under Section 180(1) c of the Companies Act, 2013 Special Resolution 0 98.70% 1.30% 2 Approval to create charge/mortgage over the properties of the Company for the purpose of borrowing in terms of Section 180(1)a of the Companies Act 2013 Special Resolution 0 98.70% 1.30 % *The remote e-voting period commenced from Tuesday, March 5,2024, at 09:00 a.m (IST) and ended on Wednesday, April 3, 2024, at 05:00 p.m. (IST), both days inclusive. **The remote e-voting period commenced from Friday, April 12, 2024, at 09:00 a.m. (IST) and ended on Saturday, May 11,2024, at 05:00 p.m. (IST), both days inclusive. Mr. Suresh M V, FCS, Partner of SMS & Co Company Secretaries LLP (COP No. 17830), was appointed as the Scrutiniser for the Postal ball ot process. The detailed voting procedure mentioned in the postal ballot notice, the Scrutiniser’s report and the voting results are available on the Company’s Website. The proc edure for Postal Ballot /electronic voting (e-voting) for aforesaid special resolutions was mentioned in the said Postal Ballot Notice. Details of special r esolution is proposed to be conducted through postal ballot : Nil
Page 200
Annual Report 2 0 2 4 - 2 5 168 Procedure for postal ballot :Procedure of Postal Ballot is followed pursuant to Sections 108 and 110 of the Companies Act, 2013, read with Rul es 20 and 22 of the Companies (Management and Administration) Rules, 2014 and other applicable provisions 7. MEANS OF COMMUNICA TION The Company complies with Listing Regulations by publishing its unaudited/ audited financial results quarterly in leading newspapers such as Business Line and Mathrubhumi/Malayala Manorama. Additionally, it also displays Press Release/ official news releases. Other important announcements regarding General Meetings/Postal Ballot are also made in these newspapers. Additionally, the Company’s website www.manappuram.com under head “Investors” provides relevant information about the Company, including board approved policies and codes, as well as the financial results. Detailed presentations made to institutional investors / analysts on overall performance of the Company are also posted in its website on a quarterly basis for the benefit of investors and other stake holders. All shareholder information and communications are filed with National Stock Exchange and BSE Limited, and can also be found on the Company’s website. 8. GENERAL SHAREHOLDER INFORMA TION 33rd Annual General Meeting Particulars As on March 31, 2025 Annual General Meeting - Date, Time And Venue; Thursday, August 14, 2025, at 11.00 AM at Latha Convention Centre (Formerly known as Anugraha Auditorium), Valapad, Thrissur, Kerala – 680567. Financial Year 2024-25 Dividend Payment Date NA (No final dividend recommended by the Board) The Name And Address Of Each Stock Exchange(S) At Which The Listed Entity’s Securities Are Listed And A Confirmation About Payment Of Annual Listing Fee To Each Of Such Stock Exchange(S); BSE Limited (BSE) 25 th floor, P. J. Towers, Dalal Street, Mumbai - 400 001 National Stock Exchange of India Limited (NSE) Exchange Plaza, C-1, Block G Bandra Kurla Complex Bandra (East), Mumbai 400 051 Stock Code BSE-531213 NSE- MANAPPURAM Corporate Identity Number (Cin) L65910KL1992PLC006623 Registrar And Share Transfer Agents MUFG Intime India Private Limited “Surya” 35, Mayflower Avenue, Behind Senthil Nagar, Sowripalayam Road, Coimbatore 641028 www.in.mpms.mufg.com |T: +91 422 2314792, 2539835/836, 4958995 coimbatore@in.mpms.mufg.com Compliance Officer Mr. Manoj Kumar V R, Company Secretary Ph: 0487-3050408 | Email: cosecretary@manappuram.com Company Address Manappuram Finance Limited W-4/638A, Manappuram House Valapad P.O., Thrissur, Kerala, India, Pin: 680567 Phone: 0487- 3050108, 3050000 | Email: mail@manappuram.com Payment of Listing Fees Annual listing fee for FY 2024-25 has been paid by the Company to BSE and NSE. Payment of Depository Fees Annual Custody/ Issuer fee for FY 2024-25 has been paid by the Company to NSDL and CDSL. 9. SHARE TRANSFER SY STEM The Stakeholder s Relationship and Securities Transfer Committee meets as and when required to, inter-alia to consider issue of duplicate share certificates in lieu of original share certificates reported as lost/stolen/misplaced by the shareholders of the Company. In terms of the Listing Regulations, equity shares of the Company can only be transferred in dematerialised form. Requests for dematerialisation of shares are processed and confirmation thereof is given to the respective depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services India Limited (CDSL), within the statutory time limit from the date of receipt of share certificates/ letter of confirmation after due verification. Shareholders holding equity shares of the Company in physical form are requested to kindly get their equity shares converted into demat/electronic form to get inherent benefits of dematerialisation and also considering that physical transfer of equity shares/issuance of equity shares in physical form have been disallowed by SEBI Details of special r esolution is proposed to be conducted through postal ballot : Nil Procedur e for postal ballot :Procedure of Postal Ballot is followed pursuant to Sections 108 and 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and other applicable provisions
Page 201
Corporate Governance Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 169 Distribution of sharehol ding as on 31st March, 2025 Sr_No Shareholding of Shares Number of Shareholders % of Total Shareholders Shares % of Total Share Capital 1 1 to 500 600641 93.1723 36790957 4.35 2 501 to 1000 21958 3.4062 16499190 1.95 3 1001 to 2000 10767 1.6702 15607536 1.84 4 2001 to 3000 3735 0.5794 9437970 1.12 5 3001 to 4000 1785 0.2769 6361721 0.75 6 4001 to 5000 1209 0.1875 5619769 0.66 7 5001 to 10000 2137 0.3315 15662213 1.85 8 10001 to 99999999999 2424 0.3760 740455373 87.48 TOTAL : 644659 100 846434729 100 Categories of Shar eholders is as under: Category As on March 31, 2025 As on March 31, 2024 No of shares % No of shares % Mutual Funds 55987202 6.6145 63389232 7.4890 Foreign Portfolio Investors 240575590 28.4222 270765238 31.9889 Resident Individuals 173572589 20.5063 158528012 18.729 Employees (KMP) 77775 0.0092 102275 0.0121 Promoters 298401014 35.2539 297951014 35.2007 Bodies Corporates 42478096 5.0185 16358794 1.9327 Others 35342463 4.1754 39340164 4.6476 Total: 846434729 100 846434729 100 10. DEMATERIALISATION AND LIQUIDITY The Company is a member of the deposit ory services of the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialisation of its shares. As on 31/03/2025, 99.69% of the equity shares of the Company are in electronic form with the depositories as detailed below: Category No. of Shares % National Securities Depository Limited 442701532 52.30 Central Depository Services Limited 401116309 47.39 Physical Holdings 2616888 0.31 Total 846434729 100 Shareholder s can get their shares dematerialised with either NSDL or CDSL. Through MUFG Intime India Private Limited, Registrars and Share Transfer Agents, the Company has established connectivity with both the depositories, that is, National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Under the Depository Syst em, the International Securities Identification Number (ISIN) allotted to the Company’s shares is INE522D01027. 11. Outstanding GDRs / ADRs / W arrants or any convertible instruments, conversion date and likely impact on equity The Company has not issued any GDRs / ADRs / W arrants or any convertible instruments in the past and hence as on March 31, 2025, the Company does not have any outstanding GDRs / ADRs / Warrants or any convertible instruments. No equity shares are in the suspense account / demat suspense account / unclaimed suspense account. The company’s securities has not been suspended fr om trading till yet.
Page 202
Annual Report 2 0 2 4 - 2 5 170 12. PLANT LOCA TIONS Since the company is not engaged in any manufacturing business, the company does not have any plant 13. CREDIT RATING Details of Credit Rating is a vailable in Boards’ Report. 14. OTHER DISCLOSURES A. There wer e no materially significant related party transactions having potential conflict with the interests of the Company at large. The details regarding transactions with related parties are disclosed in Standalone financial statements and also Board’s Report. B. The Company has complied with all the dir ectives issued by stock exchanges and other statutory authorities. No penalties and strictures were imposed on the Company by any of the regulatory authorities such as the Stock Exchange, SEBI, Reserve Bank of India, Registrar of Companies, for non- compliance on any matter related to capital markets during the last three years 2022-23, 2023-24 and 2024-25 except for the below: Regulator Regulation of Listing Regulations Amount of Penalty Details BSE Regulation 34 ` 1,55,760.00 (Rupees One Lakhs Fifty-Five Thousand Seven Hundred and Sixty Only) Non-submission of the Annual Report within the period prescribed under this regulation. The Company paid the fine on 29 th October ,2024. NSE Regulation 34 1,55,760.00 (Rupees One Lakhs Fifty-Five Thousand Seven Hundred and Sixty Only) Non-submission of the Annual Report within the period prescribed under this regulation. The Company paid the fine on 29 th October ,2024 BSE Regulation 60(2) ` 1,06,200/- (Rupees One Lakhs Six Thousand and two hundred only) (` 90,000 plus GST) Delayed submission of record date intimation. Intimation on levy of fine received from BSE through mail on September 28, 2022. The Company paid the fine on Jan 31, 2023. However, on April 11,2023, BSE informed that they have waived this penalty. BSE Regulation 60(2) ` 1,06,200/- (Rupees One Lakhs Six Thousand and two hundred only) (` 90,000 plus GST) Delayed submission of record date intimation. BSE notice dated September 28, 2022 Paid on January 31, 2023. However, on April 11, 2023, BSE informed that they have waived this penalty. Regulator Regulation Amount of Penalty Paid details RBI The Reserve Bank of India imposed a monetary penalty of ` 41.50 Lakhs (Rupees Forty-One Lakhs Fifty Thousand Only) for non- compliance with paragraph 3(a)(v) of definitions under the Master Direction- Know Your Customer Direction (KYC) Direction 2016 (as updated on May 10, 2021). The violation involved 106 out of 118 KYC documents (constituting 90% of the sample), not being countersigned by the authorised officials Further observations included: In the initial off-site scrutiny, PAN details for three wallets were either incorrectly recorded or unavailable. Upon branch visits, PAN copies were unavailable for 27 out of 30 wallets constituting (90% of the sample), violating paragraph 16 of the KYC MD. Aadhar numbers were not redacted in 9 out of 95 wallets during off- site scrutiny. In branch level checks, Aadhar was not redacted in 7 of 14 wallets (50% of the sample) again violating paragraph 16, explanation 1 of the KYC Master Direction. ` 41,50,000/- Penalty paid on 20.08.2024 RBI A monetary penalty of ` 20.00 Lakhs (Rupees Twenty Lakhs only) was imposed for the following violations: Failure to verify PAN through the verification facility of the issuing authority. Allotment of multiple UCICs (Unique Customer Identification Codes) to a single customer instead of maintaining a single UCIC per individual. ` 20,00,000/- Penalty paid on 06.01.2025
Page 203
Corporate Governance Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 171 Regulator Regulation Amount of Penalty Paid details RBI Para 26 (2) of the Non-Banking Financial Company-Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 (updated from time to time) Charge - Failure to keep a record of verification of ownership of jewellery pledged by the borrowers and absence of Board approved policy in this regard. RBI Letter Ref No - EFD.CO.S0/106/02.14.006/2020-November 21, 19, 2020 ` 5,00,000/- Penalty paid on 23-11- 2020 RBI Paragraphs 9.1(i)(a) and 9.1(i)(b) of the Master Direction on Issuance and Operation of PPIs in India (PPI MD) dated October 11, 2017 (updated as on February 28, 2020) and paragraph 3(a)(xiii) & Paragraph 16 of KYC Master Direction. Charge:- Contraventions in collection of OVDs while conversion of PPIs into full KYC PPI, presence of junk OVD numbers or no OVD numbers in customer database. Opened minimum detail wallets with no OVD numbers or junk OVD numbers or with OVD numbers that did not follow their known format. RBI SCN DPSS.CO.OVRST.No.S514/06.07.004/ 2021-22 dated September 07, 2021 and RBI Speaking Order dated Mar 24, 2022. ` 17,63,965/- Penalty paid on 02-04-2022. 15. WHISTLE BLOWER POLICY AND VIGIL MECHANISM The Company has formulated Whistle Blower Policy and Vigil Mechanism (“the Policy”) in line with the provisions of Regulation 4 and 22 of the SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013 with a view to enabling stakeholders, including directors, individual employees and their representative bodies to freely communicate their concerns about illegal or unethical practices and to report genuine concerns to the Audit Committee of the Company. The vigil mechanism of the Company provides adequate safeguards against the victimisation of any directors or employees or any other person who avail the mechanism and also provides direct access to the Chairperson of the Audit Committee. No person has been denied access to the Chairman of the audit committee. The said policy has been also put on the website of the Company at the following link; https:/ /www.manappuram.com/policies-codes 16. DETAILS OF COMPLIANCE WITH MANDATORY REQUIREMENT S AND ADOPTION OF THE NON- MANDATORY REQUIREMENTS The Company has complied with all mandat ory requirements of the Listing Regulations for the Financial Year 2024-25 and details of discretionary requirements under Part E of Schedule II of the Listing Regulations are detailed in the later part of Corporate Governance Report. 17. POLICY FOR DETERMINING MA TERIAL SUBSIDIARIES The policy has been put on the website of the Company at the foll owing link; https:/ /www.manappur am.com/policies-codes 18. POLICY ON RELATED P ARTY TRANSACTIONS The policy has been put on the website of the Company at the foll owing link; https:/ /www.manappur am.com/policies-codes 19. COMMODITY PRICE RISKS, FOREIGN EXCHANGE RISKS AND HEDGING ACTIVITIES Your Company does not deal in any commodity and hence is not dir ectly exposed to any commodity price risk. Accordingly, the disclosure pursuant to SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2018/0000000141 dated November 15, 2018, is not required to be furnished by the Company. 20. DETAILS OF UTILIsATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OR QUALIFIED INSTITUTIONS PLACEMENT AS SPECIFIED UNDER REGULATION 32 (7A). The Company has not raised funds by issue of equity shar es either on preferential basis or through qualified institutional placement during Financial Year 2024-25. Therefore, there are no details to be disclosed as per Regulation 32(7A) of Listing Regulations.
Page 204
Annual Report 2 0 2 4 - 2 5 172 21. A CERTIFICATE FROM A COMPANY SECRETARY IN PRACTICE THAT NONE OF THE DIRECTORS ON THE BOARD OF THE COMPANY HAVE BEEN DEBARRED OR DISQUALIFIED FROM BEING APPOINTED OR CONTINUING AS DIRECTORS OF COMPANIES BY THE BOARD/MINISTRY OF CORPORATE AFFAIRS OR ANY SUCH STATUTORY AUTHORITY In terms of the Listing Regulations, 2015, KSR & Co, Company Secretaries LLP , Company Secretaries, has issued a certificate that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Companies by SEBI / Ministry of Corporate Affairs or any other statutory authority. The certificate forms part of Corporate Governance Report and is given in Annexure - A. 22. WHERE THE BOARD HAD NO T ACCEPTED ANY RECOMMENDATION OF ANY COMMITTEE OF THE BOARD WHICH IS MANDATORILY REQUIRED, IN THE RELEVANT FINANCIAL YEAR, THE SAME TO BE DISCLOSED ALONG WITH REASONS THEREOF:IN THE FINANCIAL YEAR 2024-25 All the recommendations of the various Committees were acc epted by the Board. 23. TOTAL FEES FOR ALL SERVICES PAID BY THE LISTED ENTITY AND ITS SUBSIDIARIES, ON A CONSOLIDATED BASIS, TO THE STATUTORY AUDITOR AND ALL ENTITIES IN THE NETWORK FIRM/NETWORK ENTITY OF WHICH THE STATUTORY AUDITOR IS A PART. During the year, details of fees for all services paid/ payable to Joint Statutory Auditors by the Company and its subsidiary on a consolidated basis, are given below: Sl. No Name of the Company Amount in INR Million 1 Manappuram Finance Ltd 13.37 2 Manappuram Home Finance Limited 2.36 3 Asirvad Micro Finance Limited 10.49 4 Manappuram Insurance Brokers Limited 2.01 5 Manappuram Comptech and Consultants Limited 1.05 24. DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company is committed in pr oviding 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 Int ernal Committee (‘IC’), in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”). The IC 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: Number of complaints pending at the beginning of the financial year 2024-25 0 Number of complaints filed during the financial year 2024-25 5 Number of complaints disposed of during the financial year 2024-25 5 Number of complaints pending as on end of the financial year 2024-25 0 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. The details with regarding t o the aforesaid subject are given in Board’s Report. 25. DISCLOSURE BY LISTED ENTITY AND ITS SUBSIDIARIES OF ‘LOANS AND ADVANCES IN THE NATURE OF LOANS TO FIRMS/COMPANIES IN WHICH DIRECTORS ARE INTERESTED BY NAME AND AMOUNT. Details are pro vided in Notes to the Standalone Financial Statements in this Annual Report. 26. DETAILS OF MATERIAL SUBSIDIARIES OF THE LISTED ENTITY ; INCLUDING THE DATE AND PLACE OF INCORPORATION AND THE NAME AND DATE OF APPOINTMENT OF THE STATUTORY AUDITORS OF SUCH SUBSIDIARIES The audit committee reviews the consolidated Financial statements of the Company and the investments made by its unlisted subsidiary companies. The minutes of the board meetings along with a report on significant transactions and arrangements entered into by the unlisted subsidiary companies are quarterly reviewed by the Board of Directors of the Company. The Company have only one material subsidiary within the meaning of Regulation 16(1)c of SEBI (LODR) Regulations 2015.
Page 205
Corporate Governance Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 173 Name of Material Subsidiary Asirvad Micro Finance Limited Date and place of incorporation August 29, 2007 Place of Incorporation-Chennai Name: Date of appointment of the statutory auditors: Registration No: A. John Moris & Co., Chartered Accountants 30.09.2024 007220S The Company has framed the policy on mat erial subsidiaries and the same is uploaded in the website at the weblink. https:/ /www.manappur am.com/policies-codes 27. THE COMPANY HAS COMPLIED WITH ALL THE REQUIREMENT OF CORPORATE GOVERNANCE REPORT OF SUB-PARAS (2) TO (10) ABOVE. A Certificate obtained from the Company Secretary in Practic e towards compliance of provisions of Corporate Governance is annexed with the Board’s Report in terms of the provisions of Part E of Schedule V of the SEBI (LODR) Regulations 2015. 28. EXTENT TO WHICH THE DISCRETIONARY REQUIREMENTS AS SPECIFIED IN PART E OF SCHEDULE II HAVE BEEN ADOPTED. The Company is in Compliance with all the c orporate Governance requirements mandated by Part A to D of schedule II of the SEBI (LODR) Regulations 2015.The extend of compliance of discretionary requirements as prescribed in Schedule II Part E of SEBI (LODR) Regulations 2015 are as follows-. A. A non-executive chairperson may be entitled to maintain a chairper son’s office at the listed entity’s expense and also allowed reimbursement of expenses incurred in performance of his/her duties. The Company does not maintain a separate offic e for the Non-executive Chairman. B. A half-yearly declaration of financial performance including summary of the significant e vents in the last six-months, may be sent to each household of shareholders. The quarterly/half /yearly financial results are published in newspapers of wide circulation. The Company not sending financial results to the household of Individual shareholders. C. The listed entity may mov e towards a regime of financial statements with unmodified audit opinion. It is always the Company’s endeavour to present unmodified Financial Stat ements. D. Separate posts of Chairperson and the Managing Direct or or the Chief Executive Officer The Company has separate per sons to the post of Chairman and Managing Director / Chief Executive Officer. Mr. Shailesh J Mehta is the Non-Executive Chairman of the Company w.e.f. November 13, 2021. Whereas Mr. V. P. Nandakumar is the Managing Director and Chief Executive Officer of the Company. E. Reporting of internal auditor Pursuant to RBI Circular RBI/2020-21/88 Ref. No. DoS. CO . PPG. /SEC. 05/ 11. 005/2020-21 dated 03.02.2021, Board of Directors appointed in house Head Internal Auditor (HIA). HIA is reporting to Managing Director functionally and the reviewing authority is the Audit Committee. Further Audit Committee has met with HIA without the presence of the senior management (including the MD & CEO/WTD) on quarterly basis. Inhouse Internal Audit department make presentation before the audit committee of Company on quarterly basis. Deloitte Haskins & Sells LLP, the external service provider was appointed by the Board to assist internal audit of the Company, make presentations to the audit committee on their reports.
Page 206
Annual Report 2 0 2 4 - 2 5 174 29. THE DISCLOSURES OF THE COMPLIANCE WITH CORPORATE GOVERNANCE REQUIREMENTS SPECIFIED IN REGULATION 17 TO 27 AND CLAUSES (B) TO (I) OF SUB-REGULATION (2) OF REGULATION 46 OF THE LISTING REGULATIONS ARE AS FOLLOWS: Sl. No Regulation Particulars of Regulation Compliance Status (Yes/ No) 1 17 Board of Directors Yes 2 17A Maximum Number of Directorships Yes 3 18 Audit Committee Yes 4 19 Nomination and Remuneration Committee Yes 5 20 Stakeholders Relationship Committee Yes 6 21 Risk Management Committee Yes 7 22 Vigil Mechanism Yes 8 23 Related Party Transactions Yes 9 24 Corporate Governance requirements with respect to subsidiary of listed entity Yes 10 24A Secretarial Audit and Secretarial Compliance Report Yes 11 25 Obligations with respect to Independent Directors Yes 12 26 Obligation with respect to Directors and senior management Yes 13 27 Other Corporate Governance requirements Yes 14 46(2)(b) to (i) Website Yes 30. CODE OF CONDUCT As per Regulation 26 of SEBI (LODR) Regulations, 2015, the Company has framed a Code of Conduct for the directors and senior management personnel and the same has been uploaded on to the website of the Company and is accessible to the shareholders of the Company at https:/ / www.manappuram.com/management-team. It is her eby affirmed that all the Board members and senior management personnel have complied with Code of Conduct of the Company. In terms of the provisions of Part E of Schedule V of the SEBI (LODR) Regulations, 2015, a declaration signed by the Chief Executive Officer of the Company is published in this report as Annexure - B. 31. PRACTICING COMPANY SECRETARIES’ COMPLIANCE CER TIFICATE A certificate obtained from the Company Secretary in practic e towards compliance of provisions of Corporate Governance is annexed with this report as Annexure -C. 32. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE A CCOUNT/ UNCLAIMED SUSPENSE ACCOUNT No equity shares are in the suspense ac count/ demat suspense account/ unclaimed suspense account as on 31.03.2025. 33. DISCLOSURE OF CERTAIN TYPES OF AGREEMENT S BINDING LISTED ENTITIES In respect of Preferential Issue on a private placement basis which was appr oved by shareholders at General Meeting dated April 16, 2025 pending for allotment of equity shares subject to the statutory approvals (ie., statutory approval from Reserve Bank of India, Competition Commission of India, Stock Exchanges, US Exchange Commission and Insurance Regulatory and Development Authority of India are awaited), the (i) Company, (ii) BC Asia Investments XXV Limited and BC Asia Investments XIV Limited (the “Investors”); and (iii) V.P. Nandakumar, Sushama Nandakumar (“Existing Promoters”), Suhas Nandan, Sooraj Nandan and Sumitha Nandan (collectively with the Existing Promoters, the “Specified Promoter and Promoter Group”) have entered into a Securities Subscription Agreement dated March 20, 2025 (“SSA”), for setting out the terms and conditions of the Preferential Issue. Simultaneously with the execution of the SSA, the Company, the Investors and the Specified Promoter and Promoter Group have also entered into a shareholders’ agreement dated March 20, 2025 (“SHA”). The SHA records the terms and conditions governing the management of the Company and its subsidiaries and the inter se rights and obligations between the Investors and Specified Promoter and Promoter Group, which shall be effective in accordance with its terms.
Page 207
Corporate Governance Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 175 The SHA, inter alia, also envisages granting certain rights to the Investors and the Existing Promoters, which is specifically identified in the amended and restated Article of Association, which may qualify as special rights under Regulation 31B of the Listing Regulations. Briefly, these include Board nomination rights (including quorum rights) of the Investors and Existing Promoters, wherein out of a maximum of 10 (ten) directors on the Board, the Investors and the Existing Promoters shall have the right to nominate: (i) 2 (two) directors each, so long as the Investors and Existing Promoter/ Promoter Group hold 10% or more of the share capital of the Company on a fully diluted basis, respectively; (ii) 1 (one) director each, so long as the Investors and Existing Promoter/ Promoter Group hold 5% or more but less than 10% of the share capital of the Company on fully diluted basis, respectively; and their board nomination rights will fall away in case they respectively hold less than 5% of the share capital of the Company. The director nomination rights of the Investors and the Existing Promoters apply mutatis mutandis to the committees of the Board. Further, the Existing Promoters have the right to nominate V.P. Nandakumar as the non-executive chairperson of the Board and Sumitha Nandan as the executive vice-chairperson of the Board. For so l ong as the Investors and the Existing Promoters respectively hold 10% or more of the share capital of the Company on a fully diluted basis, the Investors and the Existing Promoters also have certain reserved matter rights respectively (as specifically set out in the amended and restated AoA), wherein no agenda can be considered or any action undertaken by the Company or its subsidiaries in relation to such matters without the affirmative vote or prior consent of the Investors and the Existing Promoters in respect of their reserved matters. The Investors also has a right to nominate persons for certain executive management positions (subject to undertaking prior consultation with the Existing Promoters), for so long as the Investors hold at least 10% of the share capital of the Company, on a fully diluted basis. The Investors and the Existing Promoters have information and inspection rights on specified matters. Therefor e, certain specific rights of the Investors / Existing Promoters as specifically identified in the amended and restated AoA may qualify as special rights under Regulation 31B of the Listing Regulations, which shall become effective from closing under the SSA in accordance with the SHA. It is also clarified that the inter-se rights of the Investors and Existing Promoters under the SHA are enforceable against the other party in accordance with the terms of the SHA, irrespective of the approval being received by the Company under this resolution. Further, as per the terms of the SHA, in the event the restated and amended AoA are not approved herein, upon closing in accordance with the terms of the SSA, the Existing Promoters have agreed to exercise their voting rights in the Company pertaining to certain specific matters, in accordance with the instructions of the Investors until the restated and amended AoA is approved by the members of the Company in accordance with the terms of the SHA. Except as mentioned abo ve, there were no agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity. 34. EXPLANATION A S PER SEBI CIRCULAR SEBI/HO/ DDHS/DDHS-RACPOD1/P/CIR/2023/172 DATED OCTOBER 19, 2023 We haven’t raised the necessary amount in the last two years sinc e there hasn’t been adequate liquidity in the market. Aside from this, NCD funding was more expensive than regular funding. On Behalf of the Board Sd/- Place: Valapad V. P . Nandakumar Date: 11th July 2025 Managing Director & CEO
Page 208
Annual Report 2 0 2 4 - 2 5 176 Annexure – A CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS (pursuant to Regulation 34(3) and Schedule V - Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) To, Manappuram Finance Limited, W-4/638A, Manappuram House, Valappad, Thrissur- 680 567 We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Manappuram Finance Limited having CIN L65910KL1992PLC006623 and having its registered office at Manappuram Finance Limited,W-4/638A ,Manappuram House, Valappad, Thrissur- 680 567 (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V- Para C Clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ended on 31 st March, 2025 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, Reserve Bank of India or any such other Statutory Authority. Sr. No. Name of Director DIN Date of Appointment/Re-appointment in the Company 1 Mr. Shailesh J Mehta 01633893 28 th August 2020 2 Mr. Abhijit Sen 00002593 27 th August 2019 Re-appointed on 14th August 2024 with effect from 28th August 2024 3 Dr. Sumitha Nandan 03625120 01 st January 2023 (Re-appointed by retirement by rotation on 14th August 2024) 4 Mr. V.P. Nandakumar 00044512 15 th July 1992 and Re-appointed on 17th August 2023 with effect from 01st April 2024 5 Mr. Harshan Kollara 01519810 28 th August 2020 6 Ms. Pratima Ram 03518633 23 rd September 2022 Re-appointed with effect from 01st April 2024 7 Adv. V. P. Seemandhini 07850522 23 rd December 2022 8 Mr. T.C. Suseel Kumar 06453310 01 st November 2023 9 Mr. Sankaran Nair Rajagopal 10087762 01 st January 2024 10 Mr. E.K. Bharat Bhushan 01124966 01 st March 2024 1. Mr. S.R. Balasubramanian, (DIN: 03200547) stepped down as Non-Executive – Non-Independent Director of the Board of the Company with effect from close of business hours of 09th May 2024. 2. Mr. P. Manomohanan (DIN: 00042836) ceased to act as Non-Executive – Independent Director of the Board of the Company with effect from close of business hours of 31st July 2024 upon completion of his tenure. 3. Mr. V. R. Ramachandran, (DIN: 00046848) ceased to act as Non-Executive – Independent Director of the Board of the Company with effect from close of business hours of 31st July 2024 upon completion of his tenure. Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. For KSR & Co Company Secretaries LLP Dr. C. V. Madhusudhanan Partner FCS: 5367; CP:4408 Place: Coimbat ore UDIN: F005367G000755701 Date: 11th July 2025 Peer Revie w No.2635/2022
Page 209
Corporate Governance Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 177 Annexure-B DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT This is to confirm that the Company has adopted a Code of Conduct for the Directors and senior management personnel. I confirm that the Company has in respect of the year ended March 31, 2025, received from the Senior Management Personnel of the Company and the Members of the Board a declaration of compliance with the Code of Conduct as applicable to them. On Behalf of the Board Sd/- Place: Valapad V. P . Nandakumar Date: 11th July 2025 Managing Director & CEO
Page 210
Annual Report 2 0 2 4 - 2 5 178 Annexure-C CERTIFICATE ON COMPLIANCE WITH THE CORPORATE GOVERNANCE REQUIREMENTS UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 The Members, Manappuram Finance Limited, W-4/638A, Manappuram House, Valappad, Thrissur- 680 567 We have examined documents, books, papers, minutes, forms and returns filed and other records maintained by the Company and all the relevant records for certifying the compliance of conditions of Corporate Governance by Manappuram Finance Limited (CIN: (CIN L65910KL1992PLC006623) (the Company) for the year ended 31 st March, 2025, as stipulated in Regulation 34 (3) read with Para E of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Management’s Responsibility The compliance of conditions of Corporate Governance is the responsibility of the management. The management along with the Board of Directors are responsible in implementation and maintenance of internal control and procedures to ensure compliance with conditions of corporate governance as stated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015. Our Responsibility Our examination was limited to implementation of the conditions thereof and adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). It is neither an audit nor an expression of opinion on the financial statements of the Company. Our Opinion In our opinion and on the basis of our examination of the records produced, explanations and information furnished, we certify that the Company has complied with the conditions of Corporate Governance as specified in regulations 17 to 27, clauses (b) to (i) and (t) of Regulation 46(2) and paragraphs C, D and E of Schedule V of the Listing Regulations as applicable. The Company has complied with Para B and C of the Discretionary Requirements as stated under Part E of Schedule II of Listing Regulations read with clause 12 of paragraph C of Schedule V of the Listing Regulations. This certificate is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. For K SR & CO COMPANY SECRETARIES LLP Dr. C. V. MADHUSUDHANAN Partner FCS: 5367; CP: 4408 UDIN: F005367G000755699 FRN:P2008TN006400 PR.NO:2635/2022 Place : Coimbator e Date : 11th July 2025
Page 211
Corporate Governance Report CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 179 CEO’S and CFO’S CERTIFICATE We, Nandakumar VP, Managing Director & Bindu A L, CFO of the Company, to the best of our knowledge and belief, certify that: a. We hav e reviewed the financial results and the cash flow statement for the year ended March 31, 2025 and that to the best of our knowledge and belief: i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; ii. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations. b. There ar e, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s code of conduct. c. We acc ept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed, to the auditors and the Audit Committee, wherever applicable, deficiencies in the design or operation of such internal controls, if any, of which we have aware and the steps we have taken or propose to be taken to rectify these deficiencies. d. We hav e indicated to the auditors and the Audit Committee, wherever applicable, i. significant changes in internal c ontrol over financial reporting during the year; ii. significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and iii. Instances of significant fr aud of which we have become aware and the involvement therein, if any, of the management or any employee having a significant role in the Company’s internal control system over financial reporting. For Manappuram Finance Limited Valappad VP Nandakumar Bindu AL Date: 11th July 2025 MD & CEO CFO
Page 212
Annual Report 2 0 2 4 - 2 5 180 Independent Auditor’s Report To the Members of Manappuram Finance Limited Report on the Audit of the Standalone Financial Statements Opinion 1. We have audited the accompanying Standalone Financial Stat ements of Manappuram Finance Limited (the ‘Company’), which comprise the Standalone Balance Sheet as at 31 March 2025, and the Standalone Statement of Profit And Loss (including Other Comprehensive Income), Standalone Statement of Changes in Equity and Standalone Statement of Cash Flows for the year ended on that date, and notes to the Standalone Financial Statements, including a summary of material accounting policy information and other explanatory information (hereinafter referred to as the ‘Standalone Financial Statements’). 2. In our opinion and t o the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 (the ‘Act’) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (‘Ind AS’) and other accounting principles generally accepted in India, of the State of Affairs of the Company as at 31 March 2025, and its Profit and Other Comprehensive Income, Changes in Equity and its Cash Flows for the year ended on that date. Basis for Opinion 3. We conducted our audit in accordance with the Standards on Auditing (‘SAs’) specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act, and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Emphasis of Matter 4. We draw attention to note no. 74 of the Standalone Financial Statement describing the identification of instances of embezzlement of the Company’s funds by an employee of the Company’s subsidiary, Manappuram Comptech and Consultants Limited (the ‘subsidiary’) and the details of investigation carried out by an independent consultant. As represented by the Company’s management, the independent consultant has concluded the investigation procedures and has confirmed that the extent of the embezzlement does not exceed `197.77 million as determined during the preliminary findings. The company has accounted for compensation receivable of ` 197.77 million for losses suffered due to fraudulent activities. This compensation is considered as an exceptional item due to its nature and size compensation and has been recognized in the Profit & Loss Statement as an exceptional item, reflecting its non-recurring nature. Our opinion on the Standalone Financial Statement is not modified in respect of this matter. Key Audit Matters 5. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements of the current year. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 6. We ha ve determined the matters described below to be the key audit matters to be communicated in our report.
Page 213
Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 181 Key Audit Matter How the Key Audit Matter was addressed in our audit Interest Income on Gold Loans: Interest Income on Gold Loans for the financial year ended 31 March 2025: INR 51,510.54 millions. Refer note no. 27 (i) to the standalone financial statements Interest Income on Gold Loan is based on the various gold loan schemes provided by the Company which is netted off against the rebates & discounts given for prompt or early re-payments. The calculation of the rebates & discount amounts netted off against the interest income involve complexities on account of discretion & management judgement which is dependent upon the timing and period of repayment under the different schemes. Considering the significance of interest income on gold loans and the above factors we have considered Interest Income on gold loan as Key Audit Matter Our audit procedures in respect of this matter included the following: Obtained an understanding of various schemes approved by the management and process, applications and controls implemented on in relation to computation & recognition of interest income on gold loans and rebated provided to the customer on prompt and early re-payment Evaluated the IT Architecture, process flow and operating eff ectiveness of key internal financial controls pertaining to the recognition of the various gold loan schemes and interest income thereon, including rebates & discounts. Tested the relevant IT General Controls around access and change management r elating to interest income computation and related information used in interest computation. For loans settled during the year, on test check basis, e xamined the accuracy of interest income and the rebated recognised under various gold loans schemes by performing re-computation. For loans disbursed during the year and remaining outstanding as at the r eporting date, re-computation of interest income was performed for the entire outstanding loans. Performed analytical procedures and test of details pr ocedures for testing the accuracy and completeness of revenue recognized. Obtained the list of modifications made in the int erest scheme master during the year and verified the same on test check basis. Reconciliation of balances as per general ledger and sub- l edgers were performed to ascertain the completeness of the transactions recognised. Further reconciliation was performed between sub-ledger and customer transaction history for selected transactions Assessed the appropriat eness, accuracy and adequacy of related presentation and disclosures in accordance with the applicable accounting standards. Provision for Expected Credit Losses (ECL) on Loans: Total Gross Loans as at 31 March 2025: INR 3,21,895.39 millions Impairment Provision as at 31 March 2025: INR 2,872.71 millions Refer note no. 10 to the Standalone Financial Statements In accordance with Ind AS 109 ‘Financial Instruments’, the Company applies ECL model for measurement and recognition of impairment loss on the loan assets. ECL involves an estimation of probability weighted loss on financial instruments over their life, considering reasonable and supportable information about past events, current conditions, and forecasts of future economic conditions which could impact the credit quality of the Company’s financial assets (loan portfolio). Our audit procedures in respect of this matter included the following, but not limited to: Obtained understanding of the credit risk attached to each portfolio or business segment of the Company and the derivation of the model used by the Company for determination of ECL for each major portfolio. Examined policies approved by the Board of Directors for c omputation of ECL that addresses procedures and controls for assessing and measuring credit risk on all lending exposures commensurate with the size, complexity and risk profile specific to the Company.
Page 214
Annual Report 2 0 2 4 - 2 5 182 Key Audit Matter How the Key Audit Matter was addressed in our audit Impairment loss measurement requires use of statistical models to estimate the Probabilities of Default (PD), Loss Given Default (LGD) and Exposure at Default (EAD). These models are key driver to measure Impairment loss. Significant judgements are used in classifying loan assets and applying appropriate measurement principles. The allowance for ECL involves a significant level of management judgement and estimation uncertainty in the following key areas: Assessing whether there has been a significant increase in credit risk for exposures since its initial recognition by comparing the risk of default occurring over the expected life of the asset between the date of initial recognition and the reporting date, which involves estimation uncertainty in computing the default risk over life of the assets which is likely to be more than one year. Classification of l oan assets to stage I, II, or III using criteria in accordance with Ind AS 109 where no significant increase in credit risk has been observed, such assets are classified in ‘Stage I’, loans that are considered to have significant increase in credit risk are not credit impaired are considered to be in ‘Stage II’ and those which are in default or for which there is an objective evidence of impairment are considered to be in ‘Stage III’. Such classification requires significant management judgements due to the nature of loan assets and assessment required thereon. Determination of EAD, PD and estimation of LGD. The pr obability of default for the pools are computed based on the historical losses incurred on defaults, adjusted with any forward-looking macro-economic factors which is subject to estimation uncertainty. Similarly, the Company computes the Loss Given Default based on the recovery rates as estimated by management. Considering the above, allowance for Expected Credit Loss on Loan Assets requires a high degree of judgement and estimation uncertainty, with a potential range of outcomes which have a significant impact on the financial statements. Accordingly, we have determined Provision for ECL on Loans as Key Audit Matter. Evaluated the Company’s accounting policy in respected of E CL provisioning in compliance with requirements of Ind AS 109 ‘Financial Instruments’ Assessed & v alidated the design and operating effectiveness of controls across the processes relevant to allowance for ECL. These controls, among others, included controls over the appropriateness of data used for measurement, allocation of assets into stages including management’s monitoring of stage effectiveness, financial information used for deriving PD and LGD, computation of PD, LGD and consequently the ECL as at the reporting date and posting of related journal entries. Verified on sample basis, the completeness of loans included in the Expect ed Credit Loss calculations as of 31 March 2025 and the accuracy of the source data Selected samples & verified appropriateness of classification of loan assets in stage I, II and III in accordance with the policy approved by the Board of Directors. Examined the appropriateness of information used in the estimation of the Probability of Default (‘PD’) and recomputed the average PD to applied for measurement of ECL as at the reporting date. Further, validated the information of the macro-economic factors used for determining the PD from external sources. Validating the recoverability analysis performed by the management f or cases tagged as non-performing assets as at the reporting date for determining the Loss given Default (‘LGD’) for the different stages depending on the nature of the portfolio. Performed re-computation of LGD at each pledge level. Selected samples of exposure and verified the appr opriateness of determining Exposure at Default (EAD), PD and LGD. Performed an overall assessment of the ECL provision l evels at each stage. Assessed the adequacy and appropriat eness of disclosures in compliance with the Ind AS 107 in relation to ECL especially in relation to judgements used in estimation of ECL provision. Information Technology (‘IT’) Systems and Controls: The IT environment of the Company is complex and involves a large number of independent and interdependent modules used in the operations of the Company for processing and recording a large volume of transactions. As a result, there is a high degree of reliance and dependency on such IT systems for the financial reporting process of the Company In particular, the IT system is used for recording all disbursements and collections, identification and tagging of pledged loans to customers and calculating interest income and overdue days. Our audit procedures with respect to this matter included the following, but were not limited to the following: Involved IT specialists as part of the audit for the purpose of t esting the IT general controls and application controls to determine the accuracy of the information produced by the Company’s IT systems; Obtained a compr ehensive understanding of IT Environment, IT Applications and related infrastructure to assess the controls with reference to preparation of financial statements.
Page 215
Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 183 Other Information 7. The Company’s Management and the Boar d of Directors are responsible for the other information. The other information comprises the information included in the Company’s annual report but does not include the Standalone Financial Statements and our auditors’ report thereon. The Other Information is expected to be made available to us after the date of this auditor’s report. 8. Our opinion on the Standal one Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon. 9. In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. 10. When w e read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate action as applicable under the relevant laws and regulations. Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements 11. The Company’s Management and Board of Directors are r esponsible for the matters stated in section 134(5) of the Act, with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, change in equity and Cash Flows of the Company in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection of the appropriate accounting software for ensuring compliance with applicable laws and regulations including those related to retention of audit logs; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Key Audit Matter How the Key Audit Matter was addressed in our audit The Company’s accounting and financial reporting processes are dependent on automated controls enabled by IT systems which impacts key financial accounting and reporting items such as loans, interest income, impairment on loans amongst others. The reliability and security of IT systems play a key role in the business operation. The controls implemented by the Company in its IT environment determine the integrity, accuracy, completeness and validity of data that is processed by the applications and is ultimately used for financial reporting. Accordingly, we have identified ‘IT systems and controls’ as key audit matter because of the high-level automation, significant number of modules being used by the management and the complexity of the IT architecture and its impact on the financial reporting system. Tested design and operating effectiveness of key controls oper ating over user access management, change management and other IT operations (which includes testing of key controls pertaining to, backup and incident management and data centre security), System interface controls. This included testing that requests for access to systems were appropriately logged, reviewed, and authorized; Testing the controls laid down by the management over modification of transactions recognised in the accounting modules or insertion or deletion of transactions in the accounting module. Further tested the controls with respect to insertion or modification of interest rate masters and customer transaction history. Examined the process and procedures and other documentations f or complying with the requirements of the RBI Master Direction on Information Technology Governance, Risk, Controls and Assurance Practices (DoS. CO.CSITEG/SEC.7/31.01.015/2023-24 dated November 7, 2023)
Page 216
Annual Report 2 0 2 4 - 2 5 184 12. In preparing the Standalone Financial Statements, the Management of the Company and the Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. 13. The Board of Directors is also responsible for overseeing the Company’s financial reporting process. Auditor’s responsibilities for the audit of the Standalone Financial Statements 14. Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: 14.1 Identify and assess the risks of mat erial misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. 14.2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to Standalone Financial Statements in place and the operating effectiveness of such controls. 14.3. Ev aluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and the Board of Directors. 14.4. Conc lude on the appropriateness of the Management and Board of Director’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. 14.5. Ev aluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation. 15. We c ommunicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 16. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. 17. Fr om the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Other Matter 18. The Standalone Financial Statement of the Company for the financial year ended 31 March 2024 were audited by the predecessor joint auditors, M S K A & Associates, Chartered Accountants and S K Patodia & Associates LLP, Chartered Accountants whose audit report dated 24 May 2024 had expressed an unmodified opinion on those Standalone Financial Statement. Our opinion on the Standalone Financial Statement is not modified in respect of this matter. Report on Other Legal and Regulatory Requirements 19. As required by the Companies (Auditor’s Report) Order, 2020 ( the ‘Order’), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the ‘Annexure A’ a statement on the matters
Page 217
Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 185 specified in paragraphs 3 and 4 of the Order, to the extent applicable. 20. As requir ed by Section 143(3) of the Act, we report that: 20.1. We ha ve sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. 20.2. In our opinion, proper books of accounts as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in paragraph 21.8 below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended). 20.3. The standalone balance sheet, the standalone statement of profit and loss including Other Comprehensive Income, the Statement of Changes in Equity and the Standalone Cash Flow Statement dealt with by this Report are in agreement with the books of account. 20.4. In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under Section 133 of the Act read with the relevant rules thereunder. 20.5. On the basis of the written representations received from the directors as on 31 March 2025 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2025 from being appointed as a director in terms of Section 164(2) of the Act. 20.6. With r espect to the maintenance of accounts and other matters connected therewith, reference is made to our remarks in paragraph 20.2 above on reporting under Section 143(3)(b) and paragraph 21.8 below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended). 20.7. Wit h respect to the adequacy of the internal financial controls with reference to Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in ‘Annexure B’. 20.8. In our opinion and ac cording to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. 21. With respect t o the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us: 21.1. The Company has disclosed the impact of pending litigations as at 31 March 2025 on its financial position in its Standalone Financial Statements – Refer Note no. 41 to the Standalone Financial Statements; 21.2. The Company has rec ognised the expected credit loss on the loans as per the requirements of the Ind AS 109 ‘Financial Instruments’. (Refer note no. 10 to the standalone financial statements). As represented to us The Company did not have any other long-term contracts including derivative contracts for which there were any material foreseeable losses (Refer Note no. 76 to the Standalone Financial Statements) 21.3. There w as an instance of delay in transferring amounts pertaining to Unpaid Dividend (INR 0.86 million), required to be transferred, to the Investor Education and Protection Fund by the Company. (Refer Note no. 77 to Standalone Financial Statements) 21.4. The Management has repr esented that to best of their knowledge and belief, as disclosed in Note no. 64B to the Standalone Financial Statements that no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (‘Intermediaries’), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (‘Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. 21.5. The Management has repr esented that to best of their knowledge and belief, as disclosed in Note no. 64B to the Standalone Financial Statements, that no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (‘Funding Parties’), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (‘Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. 21.6. Based on such audit proc edures, that have been considered reasonable and appropriate in the circumstances, performed by us, nothing has come to our notice that has caused us to believe that the representation under paragraph ‘21.4’ and ‘21.5’ contain any material misstatement. 21.7. As stated in not e no. 25 b to the Standalone Financial Statements, the interim dividend declared and paid by the Company during the financial year and until the date of this audit report is in accordance with Section 123 of the Act.
Page 218
Annual Report 2 0 2 4 - 2 5 186 21.8 Based on our e xamination which included test checks, the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility. Further, the audit trail facility has been operating throughout the year for all relevant transactions recorded in the software. The master records of certain modules can be accessed by the database administrator wherein trail of changes made by database administrator is not captured. As represented to us, the privilege access and release management operations performed by Data Base Administrator is monitored by Company’s database monitoring team on a daily basis. Further, during the course of our audit, based on our examination and representation made by the management, we did not come across any instance of audit trail feature being tampered with. The audit trail to monitor changes to the tables, where old value has been stored, are made effective from 30 April 2025. Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record retention. The audit trail at the database level for one of the modules forming part of the application has been made effective from current financial year and accordingly the aforesaid audit trail or prior periods are not available. For and on behalf of KKC & Associates LLP (formerly known as Khimji Kunverji & Co LLP) Chartered Accountants ICAI Firm Registration Number: 105146W/W100621 For and on behalf of Chokshi & Chokshi LLP Chartered Accountants ICAI Firm Registration Number: 101872W/W100045 sd/- Soorej Kombaht Partner ICAI Membership No.: 164366 UDIN: 25164366BMNUMQ2681 sd/- Vineet Saxena Partner ICAI Membership No.: 100770 UDIN: 25100770BMIQRN9779 Place: Valapad Date: 09 th May, 2025 Place: Mumbai Date: 09 th May, 2025
Page 219
Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 187 “Annexure A” to the Independent Auditor’s Report on the Standalone Financial Statements of Manappuram Finance Limited for the year ended 31 March 2025 (Referred to in paragraph ‘19’ under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date) i. (a ) A) The Com pany has maintained proper records showing full particulars including quantitative details and situation of Property, Plant and Equipment (‘PPE’) and relevant details of right-of-use assets. The Company is maintaining proper records showing full particulars of intangible assets. (b ) The Company has a regular programme of physical verification of its PPE by which all PPE are verified in a reasonable interval in a year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, certain PPE were physically verified by the Management during the year. In our opinion, and according to the information and explanations given to us, no material discrepancies were noticed on such verification. (C ) In our opinion and ac cording to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the standalone financial statements are held in the name of the Company. (d ) In our opinion and ac cording to the information and explanations given to us, the Company has not revalued its PPE (including Right of Use assets) or intangible assets or both during the year. (e ) In our opinion and ac cording to the information and explanations given to us and on the basis of our examination of the records of the Company, no proceedings have been initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) (formerly the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder. ii. (a ) The Company does not hav e any inventory, hence physical verification of inventory and reporting under paragraph 3(ii)(a) of the Order is not applicable to the Company. (b ) In our opinion and ac cording to the information and explanations given to us, the Company has been sanctioned working capital limits in excess of rupees five crore, in aggregate, from banks and/or financial institutions which are secured on the basis of security of Loan asset. Based on the records examined by us in the normal course of audit, quarterly returns or statements filed by the Company with such banks or financial institutions are in agreement with the books of account of the Company. iii. (a ) The Company is regist ered with the Reserve Bank of India (‘RBI’) under section 45-IA of the Reserve Bank of India Act, 1934 (the ‘RBI Act’) as a Non-Banking Financial Company (‘NBFC’), and its principal business is to give loans. Accordingly, paragraph 3(iii)(a) of the Order is not applicable to the Company. (b ) In our opinion and ac cording to the information and explanations given to us, the investments made, guarantees provided, security given and the terms and conditions of the grant of all loans and advances in the nature of loans and guarantees provided are not prejudicial to the Company’s interest. (C ) The Company being a NBFC, registered under provisions of RBI Act and rules made thereunder, in pursuance of its compliance with provisions of the said Act/Rules, particularly, the Income Recognition, Asset Classification and Provisioning Norms, requires the borrower-wise details of the amount, due date for payment and extent of delay (that has been suggested in the Guidance Note on CARO 2020 issued by the Institute of Chartered Accountants of India for reporting under this clause) have not been reported because it is not practicable to furnish such details owing to the voluminous nature of data generated in the normal course of the Company’s business. In our opinion and according to the information and explanations given to us, in respect of loans and advances in the nature of loans, the schedule of repayment of principal and payment of interest has been stipulated and in cases where repayment of principal and payment of interest is not received as stipulated, the cognizance thereof is taken by the Company in course of its periodic regulatory reporting. Refer note no. 48 to the Standalone Financial Statements for summarised details of such loans/advances which are not repaid by borrowers as per stipulations. According to the information and explanation made available to us, reasonable steps are taken by the Company for recovery thereof. (d ) In our opinion and ac cording to the information and explanations given to us, the total amount overdue for more than ninety days in respect of loans and advances in the nature of loans is ` 9,312.43 million, and the Company has taken reasonable steps for recovery of the principal and interest. According to the information and explanation made available to us, reasonable steps are taken by the Company for recovery thereof.
Page 220
Annual Report 2 0 2 4 - 2 5 188 Nature of Loans No of cases Principal Overdue (Amount) Interest Overdue (Amount) Total Overdue (Amount) Remarks (if any) Gold Loan 99,348 4,307.84 3,154.01 7,461.85 - Non-Gold Loan 27,554 1,268.18 582.40 1,850.58 - (e) The Company is regist ered with the Reserve Bank of India (‘RBI’) under section 45-IA of the Reserve Bank of India Act, 1934 (the ‘RBI Act’) as a Non-Banking Financial Company (‘NBFC’), and its principal business is to give loans. Accordingly, paragraph 3(iii)(e) of the Order is not applicable to the Company. (f) The Company has not grant ed any loans or advances in the nature of loans to Promoters/Related Parties as defined in section 2(76) of the Act which are either repayable on demand or without specifying any terms or period of repayment. iv. In our opinion and ac cording to the information and explanations given to us, the Company has not granted any loans, made investments or provided guarantees in contravention of the provisions of sections 185 and 186(1) of the Act. The provisions of sub-sections (2) to (11) of Section 186 are not applicable to the Company as it is a NBFC registered with the RBI under section 45-IA of the RBI Act, and its principal business is to give loans. v. In our opinion and ac cording to the information and explanations given to us, the Company has not accepted any deposits or amounts which are deemed to be deposits from the public during the year in terms of directives issued by the Reserve Bank of India or the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company. We are informed by the Management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of the aforesaid deposits. vi. The Company is not required to maintain cost records under Section 148(1) of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 and hence reporting under paragraph 3(vi) of the Order is not applicable to the Company. vii. (a ) In our opinion and ac cording to the information and explanations given to us, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Goods and Services Tax, provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues have generally been regularly deposited by the Company with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, Goods and Services Tax, duty of customs, cess and other material statutory dues were in arrears as at 31 March 2025 for a period of more than six months from the date they became payable. (b) In our opinion and ac cording to the information and explanations given to us, we report that the following dues of Goods and Services Tax, income-tax, value added tax, cess and any other statutory dues, have not been deposited to/with the appropriate authority on account of any dispute. Name of the statute Nature of dues Amount (` In Million) Period to which the amount relates Forum where dispute is pending Kerala Value Added Tax, 2003 Value Added Tax (excluding penalty and interest, if any) 53.23 Assessment Years 2009- 10, 2010-11, 2011-12, 2012- 13 and 2014-15 Appellate Tribunal Income Tax Act, 1961 Income Tax 307.20 Assessment Year 2015-16 ITAT Income Tax Act, 1961 Income Tax 36.90 Assessment Year 2015-16 & 2016-17 Commissioner of Income Tax (Appeals), Cochin Income Tax Act, 1961 Income Tax 57.82 Assessment Year 2015-16 Commissioner of Income Tax (Appeals), Cochin Income Tax Act, 1961 Income Tax 22.70 Assessment Year 2015-16 Commissioner of Income Tax (Appeals), Cochin Income Tax Act, 1961 Income Tax 462.20 Assessment Year 2020-21 Commissioner of Income Tax (Appeals)
Page 221
Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 189 Name of the statute Nature of dues Amount (` In Million) Period to which the amount relates Forum where dispute is pending Income Tax Act, 1961 Income Tax 0.78 Assessment Year 2022-23 Commissioner of Income Tax (Appeals) Goods and Services tax Act, 2017- Haryana Good and Service Tax 2.81 Financial Year 2017-18 Appeal filed before Joint Commissioner (Appeals) Goods and Services tax Act, 2017 - Andhra Pradesh Goods and Service Tax 29.00 Financial Year 2017-18 Appeal filed before Commissioner of Central Tax (Appeals) Guntur Goods and Services tax Act, 2017 - Maharashtra Goods and Service Tax 31.44 Financial Year 2018-19 Writ petition filed before Mumbai High Court Goods and Services tax Act, 2017 - Punjab Goods and Service Tax 1.71 Financial Year 2018-19 Appeal filed before Additional/ Joint Commissioner (Appeals), Punjab Goods and Services tax Act, 2017 – Karnataka Goods and Service Tax 0.89 Financial Year 2019-20 Jurisdictional Officer, Amnesty Scheme Goods and Services tax Act, 2017 - Maharashtra Goods and Service Tax 0.59 Financial Year 2019-20 Writ petition filed before Mumbai High Court Goods and Services tax Act, 2017 – Tamil Nadu Goods and Service Tax 3.76 Financial Year 2019-20 Jurisdictional Officer, Amnesty Scheme Goods and Services tax Act, 2017 – West Bengal Goods and Service Tax 0.34 Financial Year 2019-20 Jurisdictional Officer, Amnesty Scheme Goods and Services tax Act, 2017 – Kerala Goods and Service Tax 7.52 Financial Year 2020-21 Appeal filed before Additional Commissioner (Appeals), Cochin Goods and Services tax Act, 2017 – Karnataka Goods and Service Tax 2.56 Financial Year 2020-21 Writ Petition filed before Karnataka High Court Goods and Services tax Act, 2017 – West Bengal Goods and Service Tax 0.38 Financial Year 2020-21 - Goods and Services tax Act, 2017 – Tamil Nadu Goods and Service Tax 46.60 Financial Year 2020-21 Appeal Filed before Appellate Deputy Commissioner (GST), Coimbatore Goods and Services tax Act, 2017 – Maharashtra Goods and Service Tax 0.29 Financial Year 2020-21 Appeal filed before Joint Commissioner (Appeal), Navi Mumbai Goods and Service Tax, 2017 – Tamil Nadu Goods and Service Tax 9,920 Financial Year 2021-22 Jurisdictional Officer, Tamil Nadu viii. In our opinion, and according to the information and explanations given to us and on the basis of our examination of the records of the Company, we confirm that we have not come across any transactions not recorded in the books of account which have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961. ix. (a ) In our opinion and ac cording to the information and explanations given to us and the records of the Company examined by us, the Company has not defaulted in repayment of loans or borrowings or in the payment of interest thereon to any lender. (b) Acc ording to the information and explanations given to us and on the basis of our audit procedures, we report that the Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority or any other lender. (C ) In our opinion and ac cording to the information and explanations given to us, the Company has utilized the money obtained by way of term loans during the year for the purposes for which they were obtained, though idle/ surplus funds which were not required for immediate utilization were invested in liquid assets payable on demand. (d) Acc ording to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the standalone financial statements of the Company, we report that no
Page 222
Annual Report 2 0 2 4 - 2 5 190 funds raised on short-term basis have been used for long-term purposes by the Company. (e ) Acc ording to the information and explanations given to us and on an overall examination of the financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries. The Company does not have an associate or a Joint Venture. (f) Acc ording to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries. The Company does not have an associate or a Joint Venture. Accordingly, reporting under Clause 3(ix)(f) of the order is not applicable to the Company. x. (a ) In our opinion and ac cording to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company did not raised any monies by way of initial public offer or further public offer (including debt instrument) during the current financial year. Accordingly, the provisions stated under clause 3(x) (a) of the Order are not applicable to the Company. (b ) Acc ording to the information and explanations given to us and based on our examination of the records of the Company,The Company has not made any preferential allotment / private placement of shares / fully / partly / optionally convertible debentures during the year. Accordingly, the provisions stated under clause 3(x) (b) of the Order are not applicable to the Company. xi. (a ) In our opinion and ac cording to the information and explanations given to us, 166 instances of fraud on the company has been reported by the management during the year amounting to INR 510.47 million. (Refer Note No. 65 in Standalone Financial Statements) (b) a r eport under sub-section (12) of section 143 of the Act has been filed by us in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government vide letter dated 27 December 2024. (C ) As repr esented to us by the Management, there are no whistle blower complaints received by the Company during the year. xii. In our opinion and ac cording to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company. xiii. Acc ording to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in Note no. 42 of the Standalone Financial Statements as required by the applicable accounting standards. xiv. (a ) In our opinion and based on our examination, the Company has an internal audit system commensurate with the size and nature of its business. (b) We ha ve considered the internal audit reports of the Company issued till date, for the period under audit. xv. Acc ording to the information and explanations given to us, in our opinion during the year the Company has not entered into any non-cash transactions with its directors or persons connected with its directors. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company. xvi. (a ) The Company is required to be registered under Section 45-IA of the RBI Act and the Company has obtained the required registration as a NBFC – Investment and Credit Company (NBFC-ICC) Loan Company (LC)/ Asset Finance Company (AFC)/ Investment Company (IC). (b) The Company has conduct ed Non-Banking Financial activity during the year and the company holds a valid Certificate of Registration (‘CoR’) from the RBI as per the RBI Act, 1934. (C ) The Company is not a Core Investment Company (‘CIC’) as defined in the regulations made by the RBI. Accordingly, paragraph 3(xvi)(c) of the Order is not applicable to the Company. (d) In our opinion, there is no core investment Company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under paragraph 3(xvi)(d) of the Order is not applicable to the Company. xvii. Based on the ov erall review of standalone financial statements, the Company has not incurred any cash losses in the current financial year and in the immediately preceding financial year. Accordingly, the provisions stated under paragraph 3(xvii) of the Order are not applicable to the Company. xviii. There has been no r esignation of the statutory auditors during the year and accordingly, paragraph 3(xviii) of the Order is not applicable. The predecessor joint statutory auditors completed their term of three years and post our appointment as the joint statutory auditors of the Company
Page 223
Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 191 for the financial year 2024-25 in the Annual General Meeting of the Company held on 14 August 2024, we had sought no-objection certificates from the predecessor joint statutory auditors, which were duly received by us. xix. Ac cording to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due. xx. (a ) Acc ording to the information and explanations given to us and based on our examination of the records of the Company, it is not required to transfer any unspent amount pertaining to the year under report to a Fund specified in Schedule VII to the Companies Act, 2013 in compliance with second proviso to sub-section (5) of section 135 of the said Act. (b) Acc ording to the information and explanations given to us and based on our examination of the records of the Company, there are no unspent amounts in respect of any ongoing projects that are required to be transferred to a special account in compliance of provision of sub-section 6 of section 135 of the Act. The same has been adequately disclosed in note no. 34 to the standalone financial statements. xxi. The reporting under paragraph 3(xxi) of the Order is not applicable in respect of audit of standalone financial statements. Accordingly, no comment in respect of the said paragraph has been included in the report. For and on behalf of KKC & Associates LLP (formerly known as Khimji Kunverji & Co LLP) Chartered Accountants ICAI Firm Registration Number: 105146W/W100621 For and on behalf of Chokshi & Chokshi LLP Chartered Accountants ICAI Firm Registration Number: 101872W/W100045 sd/- Soorej Kombaht Partner ICAI Membership No.: 164366 UDIN: 25164366BMNUMQ2681 sd/- Vineet Saxena Partner ICAI Membership No.: 100770 UDIN: 25100770BMIQRN9779 Place: Valapad Date: 09 th May, 2025 Place: Mumbai Date: 09 th May, 2025
Page 224
Annual Report 2 0 2 4 - 2 5 192 “Annexure B” to the Independent Auditor’s Report on the Standalone Financial Statements of Manappuram Finance Limited for the year ended 31 March 2025 (Referred to in paragraph ’20.7’ under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date) Report on the Internal Financial Controls with reference to the aforesaid Standalone Financial Statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the ‘Act’). We have audited the internal financial controls with reference to Standalone Financial Statements of the “Company” as of March 31, 2024 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date. Opinion 1. We have audited the internal financial controls with r eference to the Standalone Financial Statements of Manappuram Finance Limited (the ‘Company’) as at 31 March 2025 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date. 2. In our opinion, the Company has, in all material respects, an adequate internal financial controls with reference to the Standalone Financial Statements and such internal financial controls were operating effectively as at 31 March 2025, based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the ‘Guidance Note’). Management’s responsibility for Internal Financial Controls 3. The Company’s management is r esponsible for establishing and maintaining internal financial controls based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. Auditor’s responsibility 4. Our responsibility is to express an opinion on the Company’s int ernal financial controls with reference to the Standalone Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing (‘SA’), prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to the Standalone Financial Statements. Those SAs and the Guidance Note require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to the Standalone Financial Statements were established and maintained and whether such controls operated effectively in all material respects. 5. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to the Standalone Financial Statements and their operating effectiveness. Our audit of internal financial controls with reference to the Standalone Financial Statements included obtaining an understanding of internal financial controls with reference to the Standalone Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error. 6. We belie ve that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with reference to the Standalone Financial Statements. Meaning of Internal Financial Controls with reference to the Standalone Financial Statements 7. A Company’s internal financial controls with reference to the Standal one Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Financial Statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial controls with reference to the Standalone Financial Statements include those policies and procedures
Page 225
Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 193 that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Standalone Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the Standalone Financial Statements. Inherent Limitations of Internal Financial Controls with reference to the Standalone Financial Statements 8. Because of the inher ent limitations of internal financial controls with reference to the Standalone Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to the Standalone Financial Statements to future periods are subject to the risk that the internal financial controls with reference to the Standalone Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. For M S K A & Associates Chartered Accountants ICAI Firm Registration Number: 105047W For S K Patodia & Associates LLP Chartered Accountants CAI Firm Registration Number: 112723W/W100962 sd/- ITushar Kurani Membership Number: 118580 UDIN: 24118580BKFLZV2019 sd/- Ankush Goyal Membership Number: 146017 UDIN: 24146017BKESEY7433 Kolkata May 24, 2024 Valapad May 24, 2024 For and on behalf of KKC & Associates LLP (formerly known as Khimji Kunverji & Co LLP) Chartered Accountants ICAI Firm Registration Number: 105146W/W100621 For and on behalf of Chokshi & Chokshi LLP Chartered Accountants ICAI Firm Registration Number: 101872W/W100045 sd/- Soorej Kombaht Partner ICAI Membership No.: 164366 UDIN: 25164366BMNUMQ2681 sd/- Vineet Saxena Partner ICAI Membership No.: 100770 UDIN: 25100770BMIQRN9779 Place: Valapad Date: 09 th May, 2025 Place: Mumbai Date: 09 th May, 2025
Page 226
Annual Report 2 0 2 4 - 2 5 194 Standalone Balance Sheet as at 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Particulars Note No: As at 31st March 2025 As at 31st March 2024 ASSETS 1 Financial assets Cash and cash equivalents 8 27,895.66 15,293.86 Bank balances other than above 9 2,249.93 2,073.64 Derivative financial instruments 17 301.17 - Loans 10 334,030.18 290,588.92 Investments 11 18,218.53 17,655.71 Other financial assets 12 4,831.45 2,910.84 2 Non-financial assets Current tax assets (net) 13 661.06 524.94 Deferred tax assets (net) 35 936.68 929.54 Property, Plant and Equipment 14 4,095.21 3,597.31 Capital work-in-progress 14 114.70 333.46 Right of use asset 41(iii) 4,253.41 4,448.36 Other intangible assets 15 174.04 107.27 Other non-financial assets 16 593.67 466.75 Total Assets 398,355.69 338,930.60 LIABILITIES AND EQUITY LIABILITIES 1 Financial liabilities Derivative financial instruments 17 - 110.22 Payables a) Tr ade payables 18 (i) total outstanding dues of micro, small and medium enterprises - 2.23 (ii) total outstanding dues of creditors other than micro, small and medium enterprises 1,003.91 1,064.02 Debt securities 19 61,555.37 44,339.81 Borrowings (other than debt securities) 20 208,903.60 180,328.51 Subordinated liabilities 21 - - Lease liability 41(iii) 5,236.13 5,339.14 Other financial liabilities 22 2,523.94 2,541.02 2 Non-financial Liabilities Provisions 23 623.57 573.07 Other non-financial liabilities 24 580.80 1,139.90 Total Liabilities 2,80,427.32 235,437.92 3 EQUITY Equity share capital 25 1,692.87 1,692.87 Other equity 26 116,235.50 101,799.81 Total Equity 117,928.37 103,492.68 Total Liabilities and Equity 398,355.69 338,930.60 See accompanying notes forming part of the standalone financial statements. As per our Report of even date For KKC & Associates LLP For and on behalf of the Board of Directors Chartered Accountants (formerly Khimji Kunverji & Co LLP) ICAI Firm Registration No: 105146W/W100621 Sd/- Sd/- Sd/- Soor ej Kombaht V. P. Nandakumar Dr. Sumitha Nandan Partner Managing Direct or & CEO Whole Time Director Membership No: 164366 DIN: 00044512 DIN:03625120 Plac e : Valapad For Chokshi & Chokshi LLP Chartered Accountants ICAI Firm Registration No: 101872W/W100045 Sd/- Sd/- Sd/- Vineet Sax ena Bindu A. L Manoj Kumar V. R Partner Chief Financial Officer Company Secretary Member ship No:100770 Place: Mumbai Place: V alapad Date: 9th May, 2025 Date: 9th May, 2025
Page 227
Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 195 Standalone Statement of Profit and Loss for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Particulars Note No For the year ended 31st March 2025 For the year ended 31st March 2024 (I) Revenue from operations (i) Interest income 27 (i) 68,707.13 57,544.88 (ii) Fees and commission income 27 (ii) 18.82 29.99 (iii) Net gain/(loss) on fair value changes 27 (iv) (7.36) 0.01 (iv) Net gain/(Loss) on derecognition of financial instruments 319.55 407.22 (v) Dividend Income 27 (iii) - 150.00 (vi) Other operating income 27 (v) 25.52 167.05 Total Revenue from operations (I) 69,063.66 58,299.15 (II) Other income 28 81.05 247.35 (III) Total income (I + II) 69,144.72 58,546.49 Expenses (i) Finance costs 29 23,761.28 18,280.36 (ii) Fees and commision expense 30 811.15 506.33 (iii) Impairment on financial instruments 31 2,630.35 1,083.98 (iv) Employee benefits expenses 32 11,708.36 10,221.73 (v) Depreciation and amortisation 33 2,013.37 1,878.33 (vi) Other expenses 34 4,461.92 4,359.50 (IV) Total expenses (IV) 45,386.43 36,330.23 (V) Profit/(loss) before exceptional items and tax (III - IV) 23,758.29 22,216.26 (VI) Exceptional items 74 197.77 - (VII) Profit before tax (V+VI) 23,956.06 22,216.26 (VIII) Tax expense: 35 (1) Current tax 6,129.71 5,727.56 (2) Deferred tax (6.33) (89.05) (3) Earlier years tax adjustments - - Total Tax Expense 6,123.38 5,638.51 (IX) Profit for the year (VII - VIII) 17,832.67 16,577.75 (X) Other comprehensive income A (i) Items that will not be re classified to profit or loss (42.62) (13.48) (a) Remeasurement gain/(l oss) on post-employment defined benefit plans. (ii) Income tax r elating to items that will not be reclassified to profit or loss 10.73 3.39 Subtotal (A) (31.89) (10.09) B (i) Items that will be classified to profit or loss 39.39 (114.69) (a) Fair value changes of cash flow hedges (ii) Income tax r elating to items that will be reclassified to profit or loss (9.91) 28.88 Subtotal (B) 29.47 (85.81) Other comprehensive income (A+B) (2.42) (95.90) (XI) Total comprehensive income for the year (IX + X) (Comprising profit and other comprehensive income for the year) 17,830.25 16,481.85 (XII) Earnings per equity share (Nominal value per share - `2) 36 Basic (`) 21.07 19.59 Diluted (`) 21.07 19.59 See accompanying notes forming part of the standalone financial statements. As per our Report of even date For KKC & Associates LLP For and on behalf of the Board of Directors Chartered Accountants (formerly Khimji Kunverji & Co LLP) ICAI Firm Registration No: 105146W/W100621 Sd/- Sd/- Sd/- Soor ej Kombaht V. P. Nandakumar Dr. Sumitha Nandan Partner Managing Direct or & CEO Whole Time Director Membership No: 164366 DIN: 00044512 DIN:03625120 Plac e : Valapad For Chokshi & Chokshi LLP Chartered Accountants ICAI Firm Registration No: 101872W/W100045 Sd/- Sd/- Sd/- Vineet Sax ena Bindu A. L Manoj Kumar V. R Partner Chief Financial Officer Company Secretary Member ship No:100770 Place: Mumbai Place: V alapad Date: 9th May, 2025 Date: 9th May, 2025
Page 228
Annual Report 2 0 2 4 - 2 5 196 Standalone Statement of changes in Equity Capital for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) A. Equity share capital (1) For the year ended 31st March, 2025 Balance at the beginning of the current reporting period Changes in Equity Share Capital due to prior period errors Restated balance at the beginning of the current reporting period Changes in equity share capital during the current year Balance at the end of the current reporting period 1,692.87 - - - 1,692.87 (2) For the year ended 31st March, 2024 Balance at the beginning of the current reporting period Changes in Equity Share Capital due to prior period errors Restated balance at the beginning of the current reporting period Changes in equity share capital during the current year Balance at the end of the current reporting period 1,692.79 - - 0.08 1,692.87 B. Other Equity Year ended 31st March, 2025 Particulars Share application money pending allotment Reserves and Surplus Other Comprehensive Income Total Statutory reserve Securities premium Share option outstanding account Impairment Reserve General reserve Retained earnings Hedge reserve Remeasurement of Gain/ (Loss On Defined Benefit Plan Effective Portion of Cash Flow Hedges Balance as at 1st April, 2024 (0.00) 23,025.21 14,118.12 (0.00) 439.93 3,760.33 60,652.17 5.41 (111.60) (89.74) 101,799.82 Changes in accounting policies or prior period errors - - - - - - - - - - - Restated balance at the beginning of the current reporting period (0.00) 23,025.21 14,118.12 (0.00) 439.93 3,760.33 60,652.17 5.41 (111.60) (89.74) 101,799.82 Dividends - - - - - - (3,385.74) - - (3,385.74) Transfer to/from retained earnings - 3,566.53 - - - - (3,561.12) (5.41) - (0.00) Any other Change Share Issue Expenses - - (8.83) - - - - - - - (8.83) Profit for the year (net of taxes) - - - - - - 17,832.67 - - - 17,832.67 Other comprehensive income for the year (net of taxes) - - - - - - - - (31.89) 29.47 (2.42) Balance as at 31st March, 2025 (0.00) 26,591.74 14,109.29 (0.00) 439.93 3,760.33 71,537.97 (0.00) (143.49) (60.27) 116,235.50
Page 229
Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 197 Year ended 31st March, 2024 Particulars Share application money pending allotment Reserves and Surplus Other Comprehensive Income Total Statutory reserve Securities premium Share option outstanding account Impairment Reserve General reserve Retained earnings Hedge reserve Remeasurement of Gain/ (Loss On Defined Benefit Plan Effective Portion of Cash Flow Hedges Balance as at 1st April, 2023 (0.00) 19,709.66 14,108.75 137.83 439.93 3,627.02 50,183.14 5.41 (101.51) (3.93) 88,106.29 Changes in accounting policies or prior period errors - - - - - - - - - - - Restated balance at the beginning of the current reporting period (0.00) 19,709.66 14,108.75 137.83 439.93 3,627.02 50,183.14 5.41 (101.51) (3.93) 88,106.29 Dividends - - - - - - (2,793.18) - - - (2,793.18) Transfer to/from retained earnings - 3,315.55 - - - - (3,315.55) - - - - Any other Change Options Lapsed - - - (133.31) - 133.31 - - - - - Share premium received during the year - - 9.37 (4.52) - - - - - - 4.85 Profit for the year (net of taxes) - - - - - - 16,577.75 - - - 16,577.75 Other comprehensive income for the year (net of taxes) - - - - - - - - (10.09) (85.81) (95.90) Balance as at 31 st March, 2024 (0.00) 23,025.21 14,118.12 (0.00) 439.93 3,760.33 60,652.17 5.41 (111.60) (89.74) 101,799.81 As per our Report of even date For KKC & Associates LLP For and on behalf of the Board of Directors Chartered Accountants (formerly Khimji Kunverji & Co LLP) ICAI Firm Registration No: 105146W/W100621 Sd/- Sd/- Sd/- Soor ej Kombaht V. P. Nandakumar Dr. Sumitha Nandan Partner Managing Direct or & CEO Whole Time Director Membership No: 164366 DIN: 00044512 DIN:03625120 Plac e : Valapad For Chokshi & Chokshi LLP Chartered Accountants ICAI Firm Registration No: 101872W/W100045 Sd/- Sd/- Sd/- Vineet Sax ena Bindu A. L Manoj Kumar V. R Partner Chief Financial Officer Company Secretary Member ship No:100770 Place: Mumbai Place: Valapad Date: 9th May, 2025 Date: 9th May, 2025 Standalone Statement of changes in Equity Capital for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated)
Page 230
Annual Report 2 0 2 4 - 2 5 198 Standalone Cash flow Statement for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 A. Cash flow from operating activities Net profit before tax 23,956.06 22,216.26 Adjustments for: Interest income on loans (67,099.47) (56,629.48) Depreciation and amortization expense 2,013.37 1,878.33 Impairment on financial instruments 753.31 360.96 Finance costs 23,761.28 18,280.36 Provisions (26.52) (5.53) Profit on sale of property, plant and equipment (9.78) (5.85) Interest income from banks, investments and others (1,607.66) (915.41) Dividend Received - (150.00) Operational cash flows from interest Interest received on loans 63,991.32 50,053.76 Finance costs (22,178.23) (18,054.91) Operating Profit before working capital changes 23,553.69 17,028.50 Changes in working capital and loans: Decrease / (increase) in non-financial assets (49.35) 137.07 Decrease / (increase) in loans (41,083.44) (38,789.90) Decrease / (increase) in other financial assets (1,835.85) (747.57) Increase / (decrease) in trade payables (62.35) 104.50 Increase / (decrease) in other financial liabilities (1,105.71) 267.61 Increase / (decrease) in provisions 70.80 (124.92) Increase / (decrease) in other non-financial liabilities (559.11) (260.36) (44,625.00) (39,413.57) Cash generated from operations (21,071.31) (22,385.07) Net income tax (paid) (6,265.84) (6,244.06) Net cash flows from/(used in) operating activities (A) (27,337.15) (28,629.13) B. Cash flow from investing activities Capital expenditure, including capital advances (1,430.05) (952.82) Proceeds from sale of property, plant and equipment 12.75 7.11 (Purchase) / Sale of investments (562.81) (3,113.37) Interest received 1,522.89 847.17 Dividend Received - 150.00 Bank balances not considered as cash and cash equivalents (176.29) (5.63) Net cash flows from/(used in) investing activities (B) (633.51) (3,067.55) C. Cash flow from financing activities Debt securities issued (net) 17,215.56 (5,268.27) Borrowings (other than debt securities) issued (net) 28,163.71 37,720.90 Proceeds from issue of equity shares - 0.08 Share Issue Expenses (8.83) - Share premium on equity shares allotted - 4.85 Dividend paid, including dividend distribution tax (3,385.74) (2,793.18)
Page 231
Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 199 Standalone Cash flow Statement for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 Payment of lease liabilities (1,412.24) (1,400.84) Net cash flow from /(used in) financing activities (C) 40,572.46 28,263.55 Net increase / (decrease) in cash and cash equivalents (A+B+C) 12,601.80 (3,433.14) Cash and cash equivalents at the beginning of the year 15,293.86 18,727.00 Cash and cash equivalents at the end of the year 27,895.66 15,293.86 Components of Cash and Cash Equivalents Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 i) Cash on hand 1,787 .49 1,155.38 ii) Balances with banks ( Of the nature of cash and cash equivalents) 9,798.42 4,312.52 iii) Others - a) For eign currency balances 1.16 0.64 b) Bank deposit with maturity of l ess than 3 months 16,308.59 9,825.32 Total 27,895.66 15,293.86 Note: For disclosures relating to changes in liabilities arising from financing activities, refer note 40. As per our Report of even date For KKC & Associates LLP For and on behalf of the Board of Directors Chartered Accountants (formerly Khimji Kunverji & Co LLP) ICAI Firm Registration No: 105146W/W100621 Sd/- Sd/- Sd/- Soor ej Kombaht V. P. Nandakumar Dr. Sumitha Nandan Partner Managing Direct or & CEO Whole Time Director Membership No: 164366 DIN: 00044512 DIN:03625120 Plac e : Valapad For Chokshi & Chokshi LLP Chartered Accountants ICAI Firm Registration No: 101872W/W100045 Sd/- Sd/- Sd/- Vineet Sax ena Bindu A. L Manoj Kumar V. R Partner Chief Financial Officer Company Secretary Member ship No:100770 Place: Mumbai Place: V alapad Date: 9th May, 2025 Date: 9th May, 2025
Page 232
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 200 1 Corporate Information Manappuram Financ e Limited (‘MAFIL’ or the ‘Company’) is a public limited company incorporated on 15 th July, 1992 in India. The company’s registered office is at W/638 A, Manappuram House, Valapad P.O, Thrissur - 680567, Kerala. The principal place of business is Thrissur, Kerala. The equity shares of the Company are listed on the BSE Limited and the National Stock Exchange of India Limited (NSE). MAFIL is r egistered with the Reserve Bank of India (RBI) as a Systemically Important Non-Deposit Taking Non-Banking Financial Company (NBFC-ND-SI) and has been classified as NBFC-ML (Middle layer) by the RBI as per ‘Scale Based Regulation’. The Company is engaged in providing a wide range of fund-based and fee-based financial services, including gold loans, financing commercial vehicles, passenger vehicles, construction equipment, farm equipment, micro, small and medium enterprises, two-wheelers, and personal loans and foreign exchange services. The registr ation details are: Reserve Bank of India Registration no : B-16.00029 Corporate Identity Number (CIN): L65910KL1992PLC006623 Authorised Dealer Registration No: KOC-ADII-0041-2023 PPI(C OA)NO: 101/2017 The Company is the parent c ompany of the Manappuram Home Finance Limited, Asirvad Microfinance Limited, Manappuram Insurance Brokers Limited and Manappuram Comptech and Consultants Limited. The Boar d of Directors approved the standalone financial statements for the year ended 31 st March, 2025 on 09th May, 2025 and recommended the financial statements for consideration and adoption by the shareholders in its Annual General Meeting. 2 Basis of pr eparation These standalone financial statements are prepared in accordance with Indian Accounting Standard (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015, as amended by the Companies (Indian Accounting Standards) Rules, 2016, notified under the Section 133 of the Companies Act, 2013 (‘the Act’) and other relevant provisions of the Companies Act, 2013., on historical cost basis except for certain financial instruments and defined benefit plans which are measured at amortised cost or at fair value at the end of each reporting period. The financial statements have been prepared as per the guidelines issued by the Reserve Bank of India (‘RBI’) as applicable to a NBFCs and other accounting principles generally accepted in India. Any applicable guidance / clarifications / directions issued by RBI or other regulators are implemented as and when they are issued/ applicable.The Regulatory disclosures as required by Master Direction - Reserve Bank of India (Non-Banking Financial Company-Scale based regulation) Directions, 2023 and other relevant ciruclars/ directions issued by RBI to be included as a part of Notes to Accounts are prepared as per the Ind AS financial statements, pursuant to the RBI notification on implementation of Indian Accounting Standards, dated 31 st March, 2025. The financial stat ements are prepared on a going concern basis in accordance with Ind AS 1. The Management is satisfied that the Company shall be able to continue its business for the foreseeable future and no material uncertainty exists that may cast significant doubt on the going concern assumption. In making this assessment, the Management has considered a wide range of information relating to present and future conditions, including future projections of profitability, cash flows and capital resources. Acc ounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. The preparation of financial statements requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosed amount of contingent liabilities. Areas involving a higher degree of judgement or complexity, or areas where assumptions are significant to the Company are discussed in Note on Significant accounting judgements, estimates and assumptions. The f inancial statements are presented in Indian Rupees (INR) which is also the functional currency of the company and all values are rounded to the nearest millions, except when otherwise indicated. 3 Presentation of financial statement The financial stat ements of the Company are presented as per Schedule III (Division III) of the Companies Act, 2013 applicable to Non-banking Finance Companies (NBFCs), as notified by the MCA. The Statement of Cash Flows is presented as per the requirements of Ind AS 7 - Statement of Cash Flows. The Company classifies its assets and liabilities as financial and non financial and presents them in the order of liquidity. An analysis regarding expected recovery or settlement within 12 months after the reporting date and more than 12 months after the reporting date is presented in notes to the financial statements. Financial assets and financial liabilities are generally reported on a gross basis
Page 233
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 201 except when, there is an unconditional legally enforceable right to offset the recognised amounts without being contingent on a future event and the parties intend to settle on a net basis or to realise the asset and settle the liability simultaneously as permitted by Ind AS in the following circumstances: i. The normal c ourse of business ii. The ev ent of default ii i. The ev ent of insolvency or bankruptcy of the Company and/or its counterparties. Similarly, the Company offsets incomes and expenses and reports the same on a net basis where the netting off reflects the substance of the transaction or other events as permitted by Ind AS. 4 Statement of compliance These standalone financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as ‘Ind AS’) as prescribed under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and notified under Section 133 of the Companies Act, 2013 and the other accounting policies generally accepted in India as referred to in paragraph 2 “Basis of Preparation” above. 5 Material accounting policies (Also refer note 2 a bove) 5.1 Inv estments in subsidiary Equity investment in subsidiary is recognised at cost as permissibl e under Ind AS 27 ‘Separate Financial Statements and not adjusted to fair value at the end of each reporting period. Cost represents amount paid for acquisition of the said investments (net of impairment). Impairment of in vestments in subsidiaries: The Company reviews its carrying value of investments carried at cost (net of impairment, if any) annually, or more frequently when there is indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for in the statement of profit and loss 5.1A Recognition of Securitised assets and direct assignment transactions: Pursuant t o the regulatory guidance on Ind AS issued by RBI dated 13th March, 2020 to promote consistent Ind AS implementation among NBFCs, the Company has changed its policy on accounting for securitised assets and direct assignment transactions. The securitised assets which were hitherto, de-recognized in the books based on ‘True Sale Criteria’ prescribed by RBI, will be now re-recognised in the books along with interest income using effective interest rate as the company has not transferred substantially all the risks and rewards in accordance with the provisions of Indian Accounting Standard 109 (Ind AS 109), ‘Financial Instruments’ . Proceeds received from securitisation will be recognised as Borrowings (other than debt securities) and Interest thereon will be recognised as Finance cost. In respect of Direct Assignment transactions, assets continue to be derecognized in the books as it fulfils “True Sale Criteria” prescribed by RBI and has transferred substantially all the risks and rewards in accordance with the provisions of Indian Accounting Standard No.109 (Ind AS 109), ‘Financial Instruments’ and the gain on sale of assets arising from such direct assignment transactions, will be recognised at fair value of interest strip. 5.2 Financial instruments Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the financial instruments. On initial r ecognition, financial assets and financial liabilities are recognised at fair value plus/ minus transaction cost that is attributable to the acquisition or issue of financial assets and financial liabilities. In case of financial assets and financial liabilities which are recognised at fair value through profit and loss (FVTPL), its transaction costs are recognised in Statement of Profit and Loss. (A) Financial Assets (i) Classification of financial instruments The Company classifies its financial assets int o the following measurement categories: 1. Financial assets t o be measured at amortised cost 2. Financial assets to be measured at fair value through other comprehensive income 3. Financial assets to be measured at fair value through profit or loss account The classification depends on the contr actual terms of the financial assets’ cash flows and the Company’s business model for managing financial assets.
Page 234
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 202 The Company determines its business model at the level that best reflects how it manages groups of financial assets to achieve its business objective. The business model is assessed on the basis of aggregated portfolios based on observable factors. These factors include: Reports r eviewed by the entity’s key management personnel on the performance of the financial assets The risks impacting the performance of the b usiness model (and the financial assets held within that business model) and its management thereof The compensation of the managing teams ( for example, whether the compensation is based on the fair value of the assets managed or on the contractual cash flows collected) The expected frequency, value and timing of trades. Th e business model assessment is based on reasonably expected scenarios without taking ‘worst case’ or ‘stress case’ scenarios into account. The Company also assesses the contr actual terms of financial assets on the basis of its contractual cash flow characteristics that are solely for the payments of principal and interest on the principal amount outstanding. ‘Principal’ is defined as the fair value of the financial asset at initial recognition and may change over the life of the financial asset (for example, if there are repayments of principal or amortisation of the premium/discount). The classification depends on the contr actual terms of the financial assets’ cash flows and the Company’s business model for managing financial assets. The Company determines its business model at the level that best reflects how it manages groups of financial assets to achieve its business objective. The business model is assessed on the basis of aggregated portfolios based on observable factors. These factors include: 1. Reports r eviewed by the entity’s key management personnel on the performance of the financial assets 2. The risks impacting the performance of the business model (and the financial assets held within that business model) and its management thereof 3. The compensation of the managing teams (for example, whether the compensation is based on the fair value of the assets managed or on the contractual cash flows collected) 4. The expect ed frequency, value and timing of trades. Th e business model assessment is based on reasonably expected scenarios without taking ‘worst case’ or ‘stress case’ scenarios into account. The Company also assesses the contr actual terms of financial assets on the basis of its contractual cash flow characteristics that are solely for the payments of principal and interest on the principal amount outstanding. ‘Principal’ s defined as the fair value of the financial asset at initial recognition and may change over the life of the financial asset (for example, if there are repayments of principal or amortisation of the premium/discount). In m aking this assessment, the Company considers whether the contractual cash flows are consistent with a basic lending arrangement i.e. interest includes only consideration for the time value of money, credit risk, other basic lending risks and a profit margin that is consistent with a basic lending arrangement. Where the contractual terms introduce exposure to risk or volatility that are inconsistent with a basic lending arrangement, the related financial asset is classified and measured at fair value through profit or loss. The Company classifies its financial liabilities at amortised costs unless it has designated liabilities at fair value through the profit and loss
Page 235
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 203 account or is required to measure liabilities at fair value through profit or loss such as derivative liabilities. (ii) Financial assets measur ed at amortised cost These Financial assets c omprise bank balances, Loans, investments in debt securities and other financial assets. Financial assets that meet the f ollowing conditions are subsequently measured at amortised cost using Effective Interest Rate method (EIR): 1. Financial Assets with contractual terms that give rise to cash flows on specified dates, and represent solely payments of principal and interest (SPPI) on the principal amount outstanding; and 2. The as sets are held within a business model whose objective is achieved by holding to collect contractual cash flows are measured at amortised cost. These financial assets ar e initially recognised at fair value plus directly attributable transaction costs and subsequently measured at amortised cost. Transaction costs are incremental costs that are directly attributable to the acquisition, issue or disposal of a financial asset or a financial liability. Effectiv e Interest Rate (EIR) method – The effectiv e interest rate method is a method of calculating the amortised cost of financial asset and of allocating interest income over the expected life. The Company while applying EIR method, generally amortises any fees, transaction costs and other premiums or discount that are integral part of the effective interest rate of a financial instrument. Income is r ecognised in the Statement of Profit and Loss on an effective interest rate basis for financial assets other than those classified as at FVTPL. EIR is determined at the initial recognition of the financial asset. EIR is subsequently updated at every reset, in accordance with the terms of the respective contract. On ce the terms of financial assets are renegotiated, other than market driven interest rate movement, any gain / loss measured using the previous EIR as calculated before the modification, is recognised in the Statement of Profit and Loss in period during which such renegotiations occur. (iii) Financial assets measur ed at fair value through other comprehensive income A financial asset is measured at FVTOCI if both the following conditions are met: The objective of the business model is achieved both by collecting contractual cash flows and selling the financial asset; and The contractual terms of the asset give rise on specified dat es to cash flows that are Solely Payments of Principal and Interest (SPPI) on the principal amount outstanding. All fair value changes are recognised in Other Comprehensive Income (OCI) and accumulated in Reserve. Debt instruments Inv estments in debt instruments are measured at fair value through other comprehensive income where they have: a) contr actual terms that give rise to cash flows on specified dates, that represent solely payments of principal and interest on the principal amount outstanding; and b) ar e held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets. These debt instruments are initiall y recognised at fair value plus directly attributable transaction costs and subsequently measured at fair value. Gains and losses arising from changes in fair value are included in other comprehensive income (a separate component of equity). Impairment losses or reversals, interest revenue and foreign exchange gains and losses are recognised in profit and loss. Upon disposal, the cumulative gain or loss previously recognised in
Page 236
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 204 other comprehensive income is reclassified from equity to the statement of profit and loss. As at the reporting date the Company does not have any financial instruments measured at fair value through other comprehensive income. E quity instruments Inv estment in equity instruments are generally accounted for as at fair value through the profit and loss account unless an irrevocable election has been made by management to account for at fair value through other comprehensive income Such classification is determined on an instrument-by-instrument basis. (iv) Financial Assets measured at Fair Value Through Profit or Loss (FVTPL) A financial asset is measured at FVTPL unless it is measured at amortised cost or FVTOCI, with all changes in fair value recognised in Statement of Profit and Loss. Items at fair value through profit or loss comprise: Investments (including equity shares) held f or trading; Items specifically designated as fair v alue through profit or loss on initial recognition; and debt instruments with contr actual terms that do not represent solely payments of principal and interest. Financial instruments hel d at fair value through profit or loss are initially recognised at fair value, with transaction costs recognised in the statement of profit and loss as incurred. Subsequently, they are measured at fair value and any gains or losses are recognised in the statement of profit and loss as they arise. Financial instruments held f or trading A financial instrument is classified as held for trading if it is acquired or incurred principally for selling or repurchasing in the near term, or forms part of a portfolio of financial instruments that are managed together and for which there is evidence of short-term profit taking, or it is a derivative not designated in a qualifying hedge relationship. Tr ading derivatives and trading securities are classified as held for trading and recognised at fair value. ( v) Derivativ es The Company enter s into derivative transactions with various counterparties like interest rate and currency swaps and forwards. The Company undertakes derivative transactions to mitigate the risk of changes in exchange rates and interest rate on foreign currency exposures. The counterparty for these contracts are generally banks. Un der hedge accounting, an entity can designate derivative contracts either as cash flow hedge or fair value hedge. The Company designates certain derivative contracts as cash flow hedges. To qualify f or hedge accounting, the hedging relationship must meet all of the following requirements: There is an economic relationship betw een the hedged item and the hedging instrument. The effect of credit risk does not dominate the value changes that result from that economic relationship. The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Company actually hedges and the quantity of the hedging instrument that the Company actually uses to hedge that quantity of hedged item. a) Financial Assets or Liabilities at Fair Value through Profit and Loss This category incl udes derivative financial assets/ liabilities which are not designated as hedges. Although the Company belie ves that these derivative instruments constitute hedges from an economic perspective, they may not qualify for hedge accounting under Ind AS
Page 237
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 205 109, Financial Instruments. Any derivatives that is either not designated as a hedge, or is designated but is ineffective as per Ind AS 109, is categorised as a financial asset or liability, at fair value through profit and loss. Derivativ es not designated as hedges are recognised initially at fair value and attributable transaction costs are recognised in net profit in the Statement of Profit and Loss when incurred. Subsequent to initial recognition, these derivatives are measured at fair value through profit and loss and the resulting exchange gain or loss are included in the other income/ expenses. b ) Cash flo w Hedge: Th e Company designates certain foreign exchange forwards and swaps contracts as cash flow hedges to mitigate the risk of foreign exchange exposure on certain balance sheet liabilities. When a derivativ e is designated as a cash flow hedge instrument, the effective portion of changes in the fair value of derivative instruments is recognised in other comprehensive income and accumulated in the cash flow hedge reserve. Any ineffectiv e portion of changes in the fair value of the derivatives is recognised immediately in the net profit in the Statement of Profit and Loss. If the hedging instrument no longer meets the criteria for hedge accounting, then hedge accounting is discontinued prospectively. If the hedging instrument expires or is sold, terminated or exercised, the cumulative gain or loss on the hedging instrument recognised in the cash flow hedge reserve till the period the hedge was effective remains in cash flow hedge reserve till the period the transaction occurs. The cumulative gain or loss previously recognised in the cash flow hedge reserve is transferred to the net profit in the Statement of Profit and Loss upon the occurrence of the related transaction. (vi) Debt securities and other borr owed funds After initial measurement, debt issued and other borrowed funds are subsequently measured at amortised cost. Amortised cost is calculated by taking into account any discount or premium on issue funds, and transaction costs that are an integral part of the Effective Interest Rate (EIR). (vii) Recognition and der ecognition of financial assets and liabilities A financial asset or financial liability is recognised in the balance sheet when the Company becomes a party to the contractual provisions of the instrument, which is generally on trade date. Loans and receivables are recognised when cash is advanced (or settled) to the borrowers. Financial assets at fair value through profit or loss are recognised initially at fair value. All other financial assets are recognised initially at fair value plus directly attributable transaction costs. The Company derecognises a financial asset when the contractual cash flows from the asset expire or it transfers its rights to receive contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership are transferred. Any interest in transferred financial assets that is created or retained by the Company is recognised as a separate asset or liability. A financial liability is derecognised from the balance sheet when the Company has discharged its obligation or the contract is cancelled or expires. (viii) Impairment of financial assets Subsequent to initial recognition, the Company recognises expected credit loss (ECL) on financial assets measured at amortised cost as required under Ind AS 109 ‘Financial Instruments’. The Company presents the ECL charge or reversal (where the net amount is a negative balance for a particular period) in the Statement of Profit and Loss as “Impairment on financial instruments” and as a cumulative deduction from gross carrying amount in the Balance Sheet, wherever applicable. The Company rec ognises loss allowances (provisions) for expected credit losses on
Page 238
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 206 its financial assets (including undisbursed sanctioned amounts) that are measured at amortised costs or at fair value through other comprehensive income account. Equity instruments are not subject to impairment. The Company applies a three-stage approach to measuring expected credit losses (ECLs) for the following categories of financial assets that are not measured at fair value through profit or loss: debt instruments measured at amortised cost and fair value through other comprehensive income; loan commitments. No ECL is recognised on equity investments. Fin ancial assets migrate through the following three stages based on the change in credit risk since initial recognition: Stage 1: 12-months ECL For exposures where there has not been a significant increase in credit risk since initial recognition and that are not credit impaired upon origination, the portion of the lifetime ECL associated with the probability of default events occurring within the next 12 months is recognised. Stage 2: Lifetime ECL – not credit impaired For exposures where there has been a significant increase in credit risk since initial recognition but are not credit impaired, a lifetime ECL (i.e. reflecting the remaining lifetime of the financial asset) is recognised. Stage 3: Lifetime ECL – credit impaired Exposures ar e assessed as credit impaired when one or more events that have a detrimental impact on the estimated future cash flows of that asset have occurred. For exposures that have become credit impaired, a lifetime ECL is recognised and interest revenue is calculated by applying the effective interest rate to the amortised cost (net of provision) rather than the gross carrying amount. Estimation of Expect ed Credit Loss- The mechanics of the ECL calculations are outlined below and the key elements are as follows: Probability of Default (PD) - The Probability of Default is an estimate of the likelihood of default over a given time horizon. The Company uses historical information where available to determine PD. Considering the different products and schemes, the Company has bifurcated its loan portfolio into various pools. For certain pools where historical information is available, the PD is calculated considering fresh slippage of past years. For those pools where historical information is not available, the PD/ default rates as stated by external reporting agencies is considered. Exposure at Default (EAD) - The Exposure at Default is an estimate of the exposure at a future default date, considering expected changes in the exposure after the reporting date, including repayments of principal and interest, whether scheduled by contract or otherwise, expected drawdowns on committed facilities, and accrued interest from missed payments. Loss Given Default (LGD) – The Loss Given Default is an estimate of the loss arising in the case where a default occurs at a given time. It is based on the difference between the contractual cash flows due and those that the lender would expect to receive, including from the realisation of any collateral. Forward looking information - While estimating the expected credit losses, the Company reviews macro-economic developments occurring in the economy and market it operates. On a periodic basis, the Company analyses if there is any relationship between key economic trends like GDP, unemployment rates, benchmark rates set by the Reserve Bank of India, inflation etc. with the estimate of PD, LGD determined by the Company based on its internal data. While the internal estimates of PD, LGD rates by the Company may not be always reflective of such relationships, temporary overlays, if any, are embedded in the methodology to reflect such macro-economic trends reasonably. To mitigate its credit risks
Page 239
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 207 on financial assets, the Company seeks to use collateral, where possible. The collateral comes in various forms, such as cash, securities, letters of credit/guarantees, vehicles, etc. However, the fair value of collateral affects the calculation of ECL. The collateral is majorly the property for which the loan is given. The fair value of the same is based on data provided by third party or management judgements. Determining the stage f or impairment At each reporting dat e, the Company assesses whether there has been a significant increase in credit risk for exposures since initial recognition by comparing the risk of default occurring over the expected life between the reporting date and the date of initial recognition. The Company considers reasonable and supportable information that is relevant and available without undue cost or effort for this purpose. This includes quantitative and qualitative information and also, forward-looking analysis. An e xposure will migrate through the ECL stages as asset quality deteriorates. If, in a subsequent period, asset quality improves and also reverses any previously assessed significant increase in credit risk since origination, then the loss allowances reverts from lifetime ECL to 12-months ECL. The loss all owances for these financial assets is based on a 12-months ECL. When an asset is uncoll ectible, it is written off against the related allowance. Such assets are written off after all the necessary procedures have been completed and the amount of the loss has been determined. Subsequent recoveries of amounts previously written off reduce the amount of the allowances in the profit and loss statement. The Company assesses whether the cr edit risk on an exposure has increased significantly on an individual or collective basis. For the purposes of a collective evaluation of impairment, financial instruments are grouped on the basis of shared credit risk characteristics, taking into account instrument type, credit risk ratings, date of initial recognition, remaining term to maturity, industry, geographical location of the borrower and other relevant factors. Measurement of ECLs ECLs ar e derived from unbiased and probability-weighted estimates of expected loss, and are measured as follows: Financial assets that are not credit-impaired at the reporting date: as the present value of all cash shortfalls over the expected life of the financial asset discounted by the effective interest rate. The cash shortfall is the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive. The Company has grouped its various financial assets in to pools containing loans bearing homogeneous risks characteristics. The probability of default for the pools are computed based on the historical trends, adjusted for any forward looking factors. Similarly the Company computes the Loss Given Default based on the recovery rates. Financial assets that ar e credit-impaired at the reporting date: as the difference between the gross carrying amount and the present value of estimated future cash flows discounted by the effective interest rate. Undrawn loan commitments: as the pr esent value of the difference between the contractual cash flows that are due to the Company if the commitment is drawn down and the cash flows that the Company expects to receive. Financial guar antee contracts: as the expected payments to reimburse the holder less any amounts that the Company expects to recover. ECL on Debt instruments measured at fair value through OCI The ECLs f or debt instruments measured at FVOCI do not reduce the carrying amount of these financial assets in the balance sheet, which remains at fair value. Instead, an amount
Page 240
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 208 equal to the allowance that would arise if the assets were measured at amortised cost is recognised in OCI as an accumulated impairment amount, with a corresponding charge to profit or loss. The accumulated loss recognised in OCI is recycled to the profit and loss upon derecognition of the assets. As at the reporting date the Company does not have any debt instruments measured at fair value through OCI. ECL on Investment in Government securities The Company has inv ested in Government of India loans. Investment in Government securities are classified under stage 1. No ECL has been applied on these investments as there is no history of delay in servicing of interest/ repayments. The Company does not expect any delay in interest/redemption servicing in future. ECL on Loans secured by the Company’s fixed deposit No ECL has been applied on loans given against the Company’s fixed deposit as they are fully secured by the Company’s fixed deposits. ECL on Fixed Deposits with Banks No ECL is applied on fixed deposit held with banks as there is no history of default. However, in case of any downgrade in the credit rating of the banks where fixed deposit is held, the Company would provide for ECL computed in an appropriate methodology. Undra wn loan commitments When estimating ECL for undrawn loan commitments, a credit conversion factor of 100% is applied for expected drawdown. The Company discloses ECL allowance on undrawn loan commitments under the head ‘Provisions’ under non-financial liabilities. Collat eral Valuation To mitigat e its credit risks on financial assets, the Company seeks to use collateral, where possible. The collateral comes in various forms, such as movable and immovable assets, guarantees, , etc. However, the fair value of collateral affects the calculation of ECLs. To the extent possible, the Company uses active market data for valuing financial assets held as collateral. Other financial assets which do not have readily determinable market values are valued using models. Non-financial collateral, such as vehicles, is valued based on data provided by third parties or management judgements. Collat eral repossessed In its normal c ourse of business whenever default occurs, the Company may take possession of properties or other assets in its retail portfolio and generally disposes such assets through auction, to settle outstanding debt. Any surplus funds are returned to the customers/obligors. As a result of this practice, assets under legal repossession processes are not recorded on the balance sheet. (ix) Writ e-offs The Company reduc es the gross carrying amount of a financial asset when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. This is generally the case when the Company determines that the borrower does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subjected to write-offs. Any subsequent recoveries against such loans are credited to the statement of profit and loss. (x) Determination of fair value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. The Financial assets and liabilities are presented in ascending order of their liquidity. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of Ind AS 102, leasing transactions that are within
Page 241
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 209 the scope of Ind AS 17, and measurements that have some similarities to fair value but are not fair value, such as value in use in Ind AS 36. In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: Level 1 inputs are quoted prices (unadjusted) in activ e markets for identical assets or liabilities that the entity can access at the measurement date; Level 2 inputs are inputs, other than quoted pric es included within Level 1, that are observable for the asset or liability ,either directly or indirectly; and Level 3 inputs are unobservable inputs for the asset or liability. Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. The Company rec ognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. No such instances of transfers between levels of the fair value hierarchy were recorded during the reporting period. Differ ence between transaction price and fair value at initial recognition The best evidenc e of the fair value of a financial instrument at initial recognition is the transaction price (i.e. the fair value of the consideration given or received) unless the fair value of that instrument is evidenced by comparison with other observable current market transactions in the same instrument (i.e. without modification or repackaging) or based on a valuation technique whose variables include only data from observable markets. When such evidence exists, the Company recognises the difference between the transaction price and the fair value in profit or loss on initial recognition (i.e. on day one). When the transaction price of the instrument differs from the fair value at origination and the fair value is based on a valuation technique using only inputs observable in market transactions, the Company recognises the difference between the transaction price and fair value in net gain on fair value changes. In those cases where fair value is based on models for which some of the inputs are not observable, the difference between the transaction price and the fair value is deferred and is only recognised in profit or loss when the inputs become observable, or when the instrument is derecognised. 5.3 Revenue from operations (i) Interest Income Inter est income is recognised by applying the Effective Interest Rate (EIR) to the gross carrying amount of financial assets measured through amortised cost method other than credit impaired assets. Interest income on credit impaired assets is recognised by applying the effective interest rate to the net amortised cost (net of ECL provision) of the financial asset. Interest on delayed payments by customers are treated to accrue only on realisation, due to uncertainty of realisation and are accounted accordingly. Exc ess Interest spread on direct assignment of loan receivables is recognised upfront. On derecognition of the loan receivables in its entirety, the difference between the carrying amount (measured at the date of derecognition) and the consideration received (including any new asset obtained less any new liability assumed) shall be recognised upfront in the Statement of Profit and Loss. Penal charges are not accrued on Non-Gold portfolio, however, accrual of penal charges is being done in case of Gold Loan portfolio The EIR in case of a financial asset is computed a. As the rat e that exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount of a financial asset. b. By considering all the contractual terms of the financial instrument in estimating the cash flows
Page 242
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 210 c. Including all fees received between parties to the contract that are an integral part of the effective interest rate, transaction costs, and all other premiums or discounts. Any subsequent changes in the estimation of the future cash flows is recognised in interest income with the corresponding adjustment to the carrying amount of the assets. (ii) Dividend Income Dividend income is r ecognised a. When the right to r eceive the payment is established, b. it is probable that the economic benefits associated with the dividend will flow to the entity and c. the amount of the dividend can be measur ed reliably. (iii) Fees & Commission Inc ome Fees and c ommissions other than those which forms part of EIR are recognised when the Company satisfies the performance obligation, at fair value of the consideration received or receivable based on a five-step model as set out below: Step 1: Identify contract(s) with a customer: A contract is defined as an agreement between two or more parties that creates enforceable rights and obligations and sets out the criteria for every contract that must be met. Step 2: Identify perf ormance obligations in the contract: A performance obligation is a promise in a contract with a customer to transfer a good or service to the customer. Step 3: Det ermine the transaction price: The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties. Step 4: Allocate the transaction price to the performance obligations in the contract: For a contract that has more than one performance obligation, the Company allocates the transaction price to each performance obligation in an amount that depicts the amount of consideration to which the Company expects to be entitled in exchange for satisfying each performance obligation. St ep 5: Recognise revenue when (or as) the Company satisfies a performance obligation. Proc essing fee which is not form part of effective interest rate has been recognised as and when it is accrue. (iv) Net gain/(loss) on F air value changes Any differ ences between the fair values of financial assets classified as fair value through the profit or loss, held by the Company on the balance sheet date is recognised as an unrealised gain / loss. In cases there is a net gain in the aggregate, the same is recognised in “Net gains on fair value changes” under Revenue from operations and if there is a net loss the same is disclosed under “Expenses” in the statement of Profit and Loss. Similarly, any realised gain or loss on sale of financial instruments measured at FVTPL and debt instruments measured at FVOCI is recognised in net gain / loss on fair value changes. As at the reporting date the Company does not have any financial instruments measured at FVTPL and debt instruments measured at FVOCI. How ever, net gain / loss on derecognition of financial instruments classified as amortised cost is presented separately under the respective head in the Statement of Profit and Loss. (v) Reco veries from Financial Assets written off The Company rec ognises income on recoveries of financial assets written off on realisation basis. 5.4 Expenses (i) Finance c osts Finance c osts represents Interest expense recognised by applying the Effective Interest Rate (EIR) to the gross carrying amount of financial liabilities other than financial liabilities classified as FVTPL. The EIR in case of a financial liability is computed a. As the rat e that exactly discounts estimated future cash payments through the expected life of the financial liability to the gross carrying amount of the amortised cost of a financial liability. b. By considering all the contractual terms of the financial instrument in estimating the cash flows c. Including all fees paid between parties to the contract that are an integral part of the effective interest rate, transaction costs, and all other premiums or discounts.
Page 243
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 211 Any subsequent changes in the estimation of the future cash flows is recognised in interest income with the corresponding adjustment to the carrying amount of the assets. Inter est expense includes issue costs that are initially recognized as part of the carrying value of the financial liability and amortized over the expected life using the effective interest method. These include fees and commissions payable to advisers and other expenses such as external legal costs, Rating Fee etc., provided these are incremental costs that are directly related to the issue of a financial liability. (ii) Retirement and other employee benefits Short term employee benefit All empl oyee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. These benefits include short term compensated absences such as paid annual leave. The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees is recognised as an expense during the period. Benefits such as salaries and wages, etc. and the expected cost of the bonus/ex-gratia are recognised in the period in which the employee renders the related service. Post-employment employee benefits a) Defined contribution schemes All the empl oyees of the Company are entitled to receive benefits under the Provident Fund and Employees State Insurance scheme, defined contribution plans in which both the employee and the Company contribute monthly at a stipulated rate. The Company has no liability for future benefits other than its annual contribution and recognises such contributions as an expense in the period in which employee renders the related service. If the contribution payable to the scheme for service received before the Balance Sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognised as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the Balance Sheet date, then excess is recognised as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund. b) Defined Benefit schemes The Company provides for the gratuity, a defined benefit retirement plan covering all employees. The plan provides for lump sum payments to employees upon death while in employment or on separation from employment after serving for the stipulated years mentioned under ‘The Payment of Gratuity Act, 1972’. The present value of the obligation under such defined benefit plan is determined based on actuarial valuation, carried out by an independent actuary at each Balance Sheet date, using the Projected Unit Credit Method, which recognizes each period of service as giving rise to an additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation is measured at the pr esent value of the estimated future cash flows. The discount rates used for determining the present value of the obligation under defined benefit plan are based on the market yields on Government Securities as at the Balance Sheet date. Net inter est recognized in profit or loss is calculated by applying the discount rate used to measure the defined benefit obligation to the net defined benefit liability or asset. The actual return on the plan assets above or below the discount rate is recognized as part of re-measurement of net defined liability or asset through other comprehensive income. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, attrition rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, these liabilities are highly sensitive to changes in these assumptions. All assumptions are reviewed annually. Th e Company fully contributes all ascertained liabilities to LIC without routing it through Trust bank account. Trustees administer contributions made to the trust and contributions are invested in a scheme of insurance with the IRDA approved Insurance Company Re-measurement, comprising of actuarial gains and losses and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to profit and loss in subsequent periods.
Page 244
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 212 Other long-t erm employee benefits Company’s liabilities t owards compensated absences to employees are accrued on the basis of valuations, as at the Balance Sheet date, carried out by an independent actuary using Projected Unit Credit Method. Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are recognised immediately in the Statement of Profit and Loss.The Company presents the Provision for compensated absences under provisions in the Balance Sheet. The Company has formulat ed Employee Stock Option Schemes (ESOS) in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The grant date fair value of equity settled share based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognised in employee benefits expenses/investment in subsidiary together with a corresponding increase in employee stock option outstanding account in other equity is based on the estimate of the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market vesting conditions at the vesting date. (iii) Other inc ome and expenses All Other income and expense are recognized in the period they occur. (iv) Impairment of non-financial assets The carrying amount of assets is r eviewed at each balance sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the assets, net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset. In determining net selling pric e, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life. (v) T axes Current T ax Current tax assets and liabilities for the current and prior years are measured at the amount expected to be recovered from, or paid to, the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted, or substantively enacted, by the reporting date in the countries where the Company operates and generates taxable income. Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. Deferr ed tax Deferr ed tax assets and liabilities are recognised for temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferr ed tax assets are only recognised for temporary differences, unused tax losses and unused tax credits if it is probable that future taxable amounts will arise to utilise those temporary differences and losses. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferr ed tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities are realised simultaneously.
Page 245
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 213 Goods and services tax /v alue added taxes paid on acquisition of assets or on incurring expenses Expenses and assets are r ecognised net of the goods and services tax/ value added taxes paid, except: i. When the tax incurred on a pur chase of assets or services is not recoverable from the taxation authority, in which case, the tax paid is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable. ii . When rec eivables and payables are stated with the amount of tax included. The net amount of tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet. 5.5 Foreign currency translation (i) Functional and presentational currency The standalone financial statements are presented in Indian Rupees which is also functional currency of the Company and the currency of the primary economic environment in which the Company operates. (ii) Tr ansactions and balances Initial recognition: For eign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Con version: Monetary assets and liabilities denominated in f oreign currency, which are outstanding as at the reporting date, are translated at the reporting date at the closing exchange rate and the resultant exchange differences are recognised in the Statement of Profit and Loss. Non–monetary items that ar e measured at historical cost in a foreign currency are translated using the spot exchange rates as at the date of recognition. 5.6 Cash and cash equivalents Cash and cash equivalents comprise the net amount of short -term, highly liquid investments that are readily convertible to known amounts of cash (short-term deposits with an original maturity of three months or less) and are subject to an insignificant risk of change in value, cheques on hand and balances with banks. They are held for the purposes of meeting short-term cash commitments (rather than for investment or other purposes). For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short- term deposits, as defined above. 5.7 Property, Plant and equipment (PPE) Property, plant and equipment (PPE) are measured at hist orical cost of acquisition less accumulated depreciation and accumulated impairment, (if any). The total cost of assets comprises its purchase price, freight, duties, taxes and any other incidental expenses directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by the management. Changes in the expected useful life are accounted for by changing the amortisation period or methodology, as appropriate, and treated as changes in accounting estimates. Subs equent expenditure related to an item of tangible asset are added to its gross value only if it increases the future benefits of the existing asset, beyond its previously assessed standards of performance and cost can be measured reliably. Other repairs and maintenance costs are expensed off as and when incurred. Depreciation is cal culated using the Straight Line Method (SLM) to write down the cost of property and equipment to their residual values over their estimated useful lives as specified in Schedule II of the Companies Act, 2013 except for Leasehold improvements which are amortised on a straight-line basis over the period of lease or estimated period of useful life of such improvement, subject to a maximum period of 60 months. Leasehold improvements include all expenditure incurred on the leasehold premises that have future economic benefits. Land is not depreciated. The estimated useful lives are, as follows: Particulars Useful life estimated by Company Computer Computer - End User equipment 3 years - Server* 3 years Furniture & Fixtures - Safe and strong rooms 10 years - Others* 3 - 5 years Office Equipment 3 years Electrical Fittings 3 years Buildings 30 years Vehicles 8 years Plant & Equipment 15 years Lease Hold Improvements Rent Agreement Period *The Company has estimat ed useful life which is different for Schedule II useful life’s based on management estimate.
Page 246
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 214 The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate. Property plant and equipment is der ecognised on disposal or when no future economic benefits are expected from its use. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is recognised in other income / expense in the statement of profit and loss in the year the asset is derecognised. The date of disposal of an item of property, plant and equipment is the date the recipient obtains control of that item in accordance with the requirements for determining when a performance obligation is satisfied in Ind AS 115. 5.8 Capital Work In Progress PPE not ready f or the intended use on the date of the Balance Sheet are disclosed as “capital work-in-progress” and carried at cost, comprising direct cost, related incidental expenses and attributable interest. 5.9 Intangible assets An intangible asset is recognised only when its cost can be measur ed reliably and it is probable that the expected future economic benefits that are attributable to it will flow to the Company. Intangible assets ac quired separately are measured on initial recognition at cost. The cost of an intangible asset comprises its purchase price and any directly attributable expenditure on making the asset ready for its intended use and net of any trade discounts and rebates. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. The useful liv es of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortised over the useful economic life. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each financial year-end. Changes in the expected useful life, or the expected pattern of consumption of future economic benefits embodied in the asset, are accounted for by changing the amortisation period or methodology, as appropriate, which are then treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is presented as a separate line item in the statement of profit and loss. Amortisation on assets acquired/sold during the year is recognised on a pro-rata basis to the Statement of Profit and Loss from / upto the date of acquisition/sale. Amortisation is calculat ed using the straight–line method to write down the cost of intangible assets to their residual values over their estimated useful lives. Intangible assets comprising of software are amortised on a straight-line basis over a period of 6 years, unless it has a shorter useful life. The Company’s intangibl e assets consist of computer software with definite life. Gains or l osses from derecognition of intangible assets are measured as the difference between the net disposal proceeds and the carrying amount of the asset are recognised in the Statement of Profit and Loss when the asset is derecognised. 5.10 Provisions Provisions are recognised when the enterprise has a present obligation (l egal or constructive) as a result of past events, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. When the effect of the time value of money is material, the enterprise determines the level of provision by discounting the expected cash flows at a pre-tax rate reflecting the current rates specific to the liability. The expense relating to any provision is presented in the statement of profit and loss net of any reimbursement. 5.11 Contingent Assets and Liabilities A contingent asset is a possible asset that arises from past e vents and whose existence will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the entity. The Company does not recognize or disclose contingent asset in the financial statements. A c ontingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably.
Page 247
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 215 The Company does not recognize a contingent liability but discloses its existence in the financial statements. 5.12 Earnings Per Shar e The Company reports basic and dil uted earnings per share in accordance with Ind AS 33 on Earnings per share. Basic EPS is calculated by dividing the net profit or loss for the year attributable to equity shareholders (after attributable taxes) by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless they have been issued at a later date. In computing the dilutive earnings per share, only potential equity shares that are dilutive and that either reduces the earnings per share or increases loss per share are included. 5.13 Segment Reporting Operating segments are reported in a manner consistent with the int ernal reporting provided to the chief operating decision maker (CODM). The Board of Directors (BOD) of the Company assesses the financial performance and position of the Company, and makes strategic decisions. The BOD, which has been identified as being the chief operating decision maker. The Company is engaged in the business of i) Lending finance and ii) Fees & commission income. The said business are aggregated for the purpose of review of performance by CODM. Accordingly, the Company has concluded that the business of lending finance and fees & commission income to be the only reportable segment. 5.14 Leases Ind AS 116 requires lessees to determine the lease term as the non-canc ellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Company makes an assessment on the expected lease term on a lease-by- lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Company considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to Company’s operations taking into account the location of the underlying asset and the availability of suitable alternatives. The lease term in future periods is reassessed to ensure that the lease term reflects the current economic circumstances. The Company as a lessee The Company’s l ease asset classes primarily consist of leases for land and buildings. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset. At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. Certain lease arr angements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised. Th e right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of -use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in- use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the
Page 248
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 216 recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs. The lease liability is initiall y measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Company changes its assessment if whether it will exercise an extension or a termination option. Lease liability and ROU asset ha ve been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows. 5.15 Cash Flow Stat ement Cash flo ws are reported under the ‘Indirect method’ as set out in Ind AS 7 on ‘Statement of Cash Flows, whereby net profit after tax is adjusted for the effects of transactions of non-cash nature, tax and any deferrals or accruals of past or future cash receipts or payments. The cash flows are prepared for the operating, investing and financing activities of the Company. 6 Significant acc ounting judgements, estimates and assumptions The preparation of financial statements in conformity with the Ind AS requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosure and the disclosure of contingent liabilities, at the end of the reporting period. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected. Although these estimates are based on the management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods. 6.1 Defined employee benefit assets and liabilities The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate; future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed annually. 6.2 Recognition of Securitised assets and direct assignment transactions: Pursuant t o the regulatory guidance on Ind AS issued by RBI dated 13th March, 2020 to promote consistent Ind AS implementation among NBFCs, the Company has changed its policy on accounting for securitised assets and direct assignment transactions. The securitised assets which were hitherto, de-recognized in the books based on ‘True Sale Criteria’ prescribed by RBI, will be now re-recognised in the books along with interest income using effective interest rate as the company has not transferred substantially all the risks and rewards in accordance with the provisions of Indian Accounting Standard 109 (Ind AS 109), ‘Financial Instruments’ . Proceeds received from securitisation will be recognised as Borrowings (other than debt securities) and Interest thereon will be recognised as Finance cost. In respect of Direct Assignment transactions, assets continue to be derecognized in the books as it fulfils “True Sale Criteria” prescribed by RBI and has transferred substantially all the risks and rewards in accordance with the provisions of Indian Accounting Standard No.109 (Ind AS 109), ‘Financial Instruments’ and the gain on sale of assets arising from such direct assignment transactions, will be recognised at fair value of interest strip. 6.3 Impairment of loans portf olio The measurement of impairment losses across all categories of financial assets requires judgement, in particular, the estimation of the amount and timing of future cash flows and collateral values when determining impairment losses and the assessment of a significant increase in credit risk. These estimates are driven by a number of factors, changes in which can result in different levels of allowances. It has been the Company’s policy t o regularly review it’s ECL model in the context of actual loss experience and adjust when necessary. The impairment loss on l oans and advances is disclosed in more detail in Note 5.2(vii) Overview of ECL principles. 6.4 Fair Value Measurement When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using various valuation techniques. The inputs to these models are taken from observable markets where
Page 249
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 217 possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments 6.5 Leases a. Determining the lease t erm of contracts with renewal and termination options – Company as lessee The Company determines the l ease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. The Company applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. b. Estimating the incremental borrowing rate The Company cannot r eadily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Company would have to pay to for its borrowings. 6.6 Contingent liabilities and provisions other than impairment of loan portfolio Pro visions and liabilities are recognised in the period when it becomes probable that there will be a future outflow of funds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The timing of recognition and quantification of the liability requires the application of judgement to existing facts and circumstances, which can be subject to change. The carrying amounts of provisions and liabilities are reviewed at each Balance sheet date and revised to take account of changing facts and circumstances. 7 Recent Pr onouncements Ministry of Corpor ate Affairs (‘MCA’) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended 31 st March, 2025, MCA has notified Ind AS – 117 Insurance Contracts, amendments to Ind AS 116 – Leases, relating to sale and leaseback transactions applicable to the Company w.e.f. 01 st April, 2024, amendment to Ind AS 21 - which pertains to the effects of changes in foreign exchange rates, to provide clarity on assessing currency exchangeability, estimating spot exchange rates, and improving disclosure requirements which is applicable w.e.f 1 st April, 2025 onwards. The Company has reviewed the new pronouncements and based on its evaluation has determined that it does not have any significant impact in its financial statements.
Page 250
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 218 Note 8: Cash and cash equivalents Particulars As at 31st March, 2025 As at 31st March, 2024 Cash on hand 1,787.49 1,155.38 Balances with banks (Of the nature of cash and cash equivalents) 9,798.42 4,312.52 Others- a) For eign currency balances 1.16 0.64 b) Bank deposit with maturity of l ess than 3 months* 16,308.59 9,825.32 Total 27,895.66 15,293.86 *Short-term bank deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Company, and earn interest at the respective short-term deposit rates. These bank deposits includes its related accrued interest. There is no restriction with regard to cash and cash equivalents as at end of the financial year 31 st March, 2025 and 31st March, 2024. Note 9: Bank balance other than above Particulars As at 31st March, 2025 As at 31st March, 2024 Deposits with original maturity for more than 3 months.* 2,209.55 1,860.47 Earmarked Balances with Banks** 40.38 213.17 Total 2,249.93 2,073.64 * Includes: Cash collateral deposits aggregating to `1,753.96 Mn(31st March, 2024:`1,688.59 Mn) towards bank facilities. The cash collateral deposits are provided as an additional security to the banks for extending approved bank facilities. ** These earmarked balances with Bank include balances pertaining to unpaid NCD trustee account, unpaid auction surplus deposit and unpaid dividend account. Note 10: Loans Particulars As at 31st March, 2025 As at 31st March, 2024 Loans at Amortised Cost i) Gold l oan 260,236.97 217,666.63 ii) Commercial Vehicle loan (CVD) 43,561.64 38,349.47 iii) Mortgage/Pr operty loan 214.11 245.70 iv) Onl ending 5,153.77 9,885.53 v) Corporat e Finance 2.70 4.10 vi) MSME and Allied Business 27 ,733.72 26,559.83 Total (A) - Gross 336,902.89 292,711.29 Less: (B) - Impairment loss allowance 2,872.71 2,122.37 Total ( C) = (A-B) - Net 334,030.18 290,588.92 i) Secured by tangibl e assets 333,783.10 285,235.86 ii) Unsecur ed 3,119.79 7,475.43 Total (D) - Gross 336,902.89 292,711.29 Less: (E) - Impairment loss allowance 2,872.71 2,122.37 Total (F) = (D-E) - Net 334,030.18 290,588.92 Loans Outside India - - i) Public Sector - - ii) Other s - -
Page 251
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 219 Particulars As at 31st March, 2025 As at 31st March, 2024 Loans in India i) Public Sector - - ii) Other s 336,902.89 292,711.29 Total (G) - Gross 336,902.89 292,711.29 Less (H) - Impairment loss allowance 2,872.71 2,122.37 Total (I) = (G-H) - Net 334,030.18 290,588.92 Details of loans pledged as securities against borrowings have been appropriately disclosed in note 20 The following tables explain the changes in the loans and the corresponding impairment loss allowance between the beginning and the end of the Financial Year 2024-25: Particulars Stage 1 Stage 2 Stage 3 Total Loans Total ECL Loans ECL Loans ECL Loans ECL Opening 283,884.94 1,305.19 2,358.61 77.90 6,467.74 739.29 292,711.29 2,122.37 Transfer to Stage 1 203.05 42.83 (135.29) (1.30) (67.76) (41.53) - - Transfer to Stage 2 (4,529.27) (85.36) 4,544.09 85.61 (14.82) (0.24) 0.00 0.00 Transfer to Stage 3 (4,558.95) (871.87) (587.66) (87.99) 5,146.61 959.87 - 0.00 Write off (183.58) - (124.47) - (266.41) - (574.46) - Impact of changes in credit risk on account of stage movement - - - - - - - - Changes in opening credit exposures (repayment net of additional disbursement) (231,842.98) (360.38) (1,253.54) (18.88) (3,035.64) (407.18) (236,132.16) (786.46) New Credit Exposures during the year, net of repayments 276,086.83 1,373.53 2,458.16 29.95 2,353.23 133.31 280,898.22 1,536.80 Closing 319,060.04 1,403.93 7,259.89 85.27 10,582.95 1,383.52 336,902.89 2,872.71 The following tables explain the changes in the loans and the corresponding impairment loss allowance between the beginning and the end of the Financial Year 2023-24: Particulars Stage 1 Stage 2 Stage 3 Total Loans Total ECL Loans ECL Loans ECL Loans ECL Opening 234,456.03 1,295.82 4,770.00 66.38 3,298.92 429.37 242,524.96 1,791.57 Transfer to Stage 1 109.78 0.96 (95.41) (0.85) (14.37) (0.11) - - Transfer to Stage 2 (1,272.74) (32.21) 1,283.91 32.75 (11.17) (0.54) (0.00) - Transfer to Stage 3 (1,540.29) (216.33) (222.64) (35.05) 1,762.93 251.38 - - Write off (172.69) - (43.18) - (87.70) - (303.58) - Impact of changes in credit risk on account of stage movement - - - - - - - - Changes in opening credit exposures (repayment net of additional disbursement) (209,407.75) (993.82) (4,230.68) (23.63) (2,006.26) (202.50) (215,644.69) (1,219.95) New Credit Exposures during the year, net of repayments 261,712.60 1,250.77 896.62 38.30 3,525.39 261.69 266,134.60 1,550.76 Closing 283,884.94 1,305.19 2,358.61 77.90 6,467.74 739.29 292,711.29 2,122.37
Page 252
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 220 Note 11: Investments Particulars Amortised Cost At Fair value Through profit or loss Others (Measured at Cost) Total As at 31st March, 2025 i) Inv estment in Governement Securities (Quoted) 3,063.48 - - 3,063.48 ii) Inv estement in Equity instruments - (Quoted) - 46.57 - 46.57 iv) Inv estment in subsidiaries (Unquoted)* a) Wholly o wned subsidiary - - 2,599.01 2,599.01 b) Other subsidiary 1, 647.14 - 10,862.31 12,509.46 Total Gross (A) 4,710.63 46.57 13,461.33 18,218.53 i) Inv estments outside India - - - - ii) Inv estments in India 4,710.63 46.57 13,461.33 18,218.53 Total Gross (B) 4,710.63 46.57 13,461.33 18,218.53 Less : Allowance for impairment loss (C) - - - - Total - Net (D) = (A) -(C) 4,710.63 46.57 13,461.33 18,218.53 Particulars Amortised Cost At Fair value Through profit or loss Others (Measured at Cost) Total As at 31st March, 2024 i) Inv estment in Governement Securities (Quoted) 3,070.49 - - 3,070.49 ii) Equity instruments in other s (Quoted) - 0.36 - 0.36 iii) Equity instruments in subsidiaries (U nquoted)* a) Wholly o wned subsidiary - - 2,099.01 2,099.01 b) Other subsidiary 1, 648.41 - 10,837.44 12,485.84 Total Gross (A) 4,718.90 0.36 12,936.44 17,655.71 i) Inv estments outside India - - - - ii) Inv estments in India 4,718.90 0.36 12,936.44 17,655.71 Total Gross (B) 4,718.90 0.36 12,936.44 17,655.71 Less : Allowance for impairment loss (C) - - - - Total - Net (D) = (A) -(C) 4,718.90 0.36 12,936.44 17,655.71 *The Company has advanced ` 0.37 Mn to MACOM (31st March, 2024- `0.37 Mn) towards proposed investment in equity shares. As at the balance sheet date, the shares are yet to be allotted. The management has evaluated and concluded that there is no impairment in the carrying value of such advance. . Note 12: Other financial assets Particulars As at 31st March, 2025 As at 31st March, 2024 Security deposits* 1,137.28 1,004.91 EIS Receivable on Direct Assignments** 1,063.72 706.09 Commission receivable - 3.21 Funds-in-transit 1,870.51 814.83 Gold investment*** 37.65 41.21 Others**** 722.29 340.59 Total 4,831.45 2,910.84 *Employee security deposits aggregating to `579.45 Mn (31 st March, 2024: `476.27Mn).Deposits aggregating to `36.76Mn(31st March, 2024: `36.20Mn) towards security deposit to various authorities. **Under Ind AS, with respect to assignment deals, the Company has created an Excess Interest Spread(EIS) receivable, with the corresponding credit to the statement of Profit and Loss for the year, which has been computed by discounting EIS to the present value on each balance sheet date. ***Gold investments include gold ornaments amounting to ` 37.65 Mn(31st March, 2024-`41.21 Mn) which have been seized during the course of recovery proceedings under gold loan defaults. These are pending disposal in accordance with the applicable legal procedures. The appropriate provision has been recognised wherever required ****Includes receivable portion from MACOM to the extend of `148.76 Mn for the year ended 31st March, 2025.(31st March, 2024- Nil)
Page 253
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 221 Note 13: Current tax assets (net) Particulars As at 31st March, 2025 As at 31st March, 2024 Advance tax and tax deducted at source [net of provisions for Income tax `47,417.61 Mn(31st March, 2024 ` 41,287.41 Mn)] 661.06 524.94 Total 661.06 524.94 Note 14: Property, Plant and Equipment (PPE) Particulars Land- Freehold Buildings* Office equipment Electrical Installation Computer Equipment Furniture and Fixtures Leasehold Improvement Vehicles Plant and Equipment Total** Capital Work-ln- Progress (CWIP) Gross Block - at Cost As at 1st April, 2023 502.56 1,455.32 176.57 142.56 1,157.56 2,452.83 600.67 49.73 41.61 6,579.43 160.11 Additions 35.39 8.66 95.12 13.66 308.98 257.94 108.14 5.56 - 833.45 173.35 Disposals 3.15 0.90 83.91 5.01 1.87 3.93 1.95 100.71 - As at 31st March, 2024 537.95 1,463.98 268.54 155.32 1,382.63 2,705.76 706.94 51.36 39.66 7,312.13 333.46 Additions 112.74 267.39 121.96 78.50 265.70 413.97 125.74 53.33 11.68 1,451.02 - Disposals 0.28 0.20 144.62 1.60 0.07 5.37 152.14 218.76 As at 31st March, 2025 650.69 1,731.38 390.23 233.63 1,503.71 3,118.12 832.59 99.32 51.32 8,610.99 114.70 Accumulated Depreciation: As at 1st April, 2023 - 245.06 113.58 129.05 544.27 1,378.09 540.46 29.98 21.30 3,001.79 - Disposals 2.84 0.90 83.60 5.01 1.87 3.93 1.41 99.55 - Depreciation charge for the year 50.40 47.31 8.98 333.90 325.77 35.35 7.02 3.88 812.60 - As at 31st March, 2024 - 295.46 158.05 137.13 794.57 1,698.85 573.94 33.07 23.77 3,714.84 - Disposals 0.22 0.20 144.63 1.57 0.07 2.47 149.17 - Depreciation charge for the year 55.30 79.68 23.35 350.73 355.59 72.78 8.69 4.03 950.15 - As at 31 st March, 2025 - 350.76 237.52 160.27 1,000.67 2,052.87 646.64 39.30 27.80 4,515.83 - Carrying Amount As at 31st March, 2024 537.95 1,168.52 110.50 18.20 588.06 1,006.90 133.00 18.29 15.89 3,597.31 333.46 As at 31st March, 2025 650.70 1,380.62 152.70 73.35 503.04 1,065.25 185.97 60.03 23.54 4,095.21 114.70 No revaluation of any class of asset is carried out during the year. Title deeds of immovable properties are held in the name of the Company. *Details of building pledged against borrowings is presented in Note 20. **No PPE pledged as security. Capital Work In Progress (CWIP) aging schedule for the year ended 31st March, 2025 CWIP Amount in CWIP for the period of Total Less than 1 year 1-2 years 2-3 years More than 3 years Projects in progress 2.10 78.93 33.66 114.70 Projects temporarily suspended - - - - - Capital Work In Progress(CWIP) aging schedule for the year ended 31st March, 2024 CWIP Amount in CWIP for the period of Total Less than 1 year 1-2 years 2-3 years More than 3 years Projects in progress 26.86 1.74 102.52 202.34 333.46 Projects temporarily suspended - - - - -
Page 254
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 222 Note 15: Other intangible assets Particulars Computer Software Gross Block - at Cost As at 1st April, 2023 399.14 Additions 29.29 Disposals 1.87 As at 31st March, 2024 426.56 Additions 120.22 Disposals - As at 31st March, 2025 546.78 Accumulated amortisation: As at 1 st April, 2023 260.66 Disposals 1.77 Amortisation charge for the year 60.41 As at 31st March, 2024 319.30 Disposals - Amortisation charge for the year 53.44 As at 31st March, 2025 372.74 Carrying Amount: As at 31 st March, 2024 107.27 As at 31st March, 2025 174.04 No revaluation of any class of asset is carried out during the year. Note 16: Other non-financial assets Particulars As at 31st March, 2025 As at 31st March, 2024 Capital advances 107.67 30.10 Prepaid Expenses 150.52 167.56 Goods and Service Tax Credit (Input) 302.59 240.60 Other Non Financial assets 32.89 28.49 Total 593.67 466.75 Note 17: Derivative financial instruments The company enters in to derivatives for risk management purpose which includes hedges that either meet the hedge accouting requirements or hedges that are economic hedges. The Company holds derivative financial instruments such as foreign currency forward and cross currency interest rate swaps to mitigate the risk of changes in exchange rates on foreign currency exposures. These derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in the marketplace. The below table shows the fair values of derivative financial instruments recorded as asset and liabilities together with notional amounts held by the Company: Particulars As at 31st March, 2025 As at 31st March, 2024 A) Derivativ es designated as Cash flow Hedges: Forw ard Contracts 192.65 8.33 Cross Curr ency interest rate Swaps 108.53 (118.55) Sub total (A) 301.17 (110.22) B) Other Deriv atives Cross Curr ency interest rate Swaps - - Sub total (B) - - Total derivative financial instruments (A) + (B) 301.17 (110.22)
Page 255
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 223 Note 17.1 Hedging activities and derivatives The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed using derivative instruments are foreign currency risk. The Company’s risk management strategy and how it is applied to manage risk are explained in Note 45. Note 17.2 Derivatives designated as hedging instruments The company is exposed to foreign currency risk arising from its fixed rate foreign currency denominated bond amounting to USD 300 million. Interest on the borrowing is payable at 7.37 % p.a. at half yearly intervals, and the principal amount is repayable in May 2028. The Company economically hedged the foreign currency risk arising from the bond with Forward Rate Agreement of equivalent amount. The company is exposed to foreign currency risk arising from its fixed rate foreign currency External Commercial Borrowing amounting to USD 297 million. Interest on the borrowing is payable at 7-8% p.a. and the principal amount is repayable on various due dates. The Company economically hedged the foreign currency risk arising from the loan with Cross Currency Interest Rate swaps of equivalent amount. The Cross Currency Interest Rate Swaps converts the cash outflows of the foreign currency fixed rate borrowing of USD 297 million to cash outflows in Indian Rupees with a notional amount of ` 24,916.49 Million The company is exposed to foreign currency risk arising from its fixed rate foreign currency borrowing amounting to Nil ( March 2024 USD 43.85 million). Interest on the borrowing is payable at 8.85 % p.a. and the principal amount is repayable in August 2024. The Company economically hedged the foreign currency risk arising from the loan with Cross Currency Interest Rate swaps of equivalent amount. The Cross Currency Interest Rate Forward converts the cash outflows of the foreign currency fixed rate borrowing of USD 43.85 million to cash outflows in Indian Rupees with a notional amount of Nil (March 2024 `3,636 Million) There is an economic relationship between the hedged item and the hedging instrument as the terms of the forward currency contract match that of the foreign currency borrowing (notional amount, principal repayment date etc.). The company has established a hedge ratio of 1:1 for the hedging relationships as the underlying risk of the forward currency contract are identical to the hedged risk components. For the purpose of calculating hedge effectiveness, the company uses a qualitative features to determine the hedge effectiveness. The reconciliation of cash flow hedge reserve for the years ended 31 st March, 2025 and 31st March, 2024 are as follows: Particulars As at 31st March, 2025 As at 31st March, 2024 Cash flow hedge reserve as at beginning of the year (89.74) (3.93) Gain/ (loss) recognised in other comprehensive income during the year 39.39 (114.69) Less: Tax impact on the above (9.91) 28.88 Amount reclassified to Profit/ Loss account - - Total (60.27) (89.74) Note 18: Trade payables Particulars As at 31st March, 2025 As at 31st March, 2024 a) Tr ade payables (i) total outstanding dues of micro enterprises and small enterprises - 2.23 (ii) total outstanding dues of creditors other than micro enterprises and small enterprises 1,003.91 1,064.02 Total 1,003.91 1,066.25
Page 256
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 224 Note 18(i) Disclosures required under Section 22 of the Micro,Small & Medium Enterprises Development Act, 2006 Particulars As at 31st March, 2025 As at 31st March, 2024 The principal amount and the interest due thereon (to be shown separately) remaining unpaid to any supplier at the end of each accounting year. - 2.23 The amount of interest paid by the buyer in terms of section 16 of the Micro, Small and Medium Enterprises Development Act, 2006, along with the amount of the payment made to the supplier beyond the appointed day during each accounting year - - The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under the Micro, Small and Medium Enterprises Development Act, 2006. - - The amount of interest accrued and remaining unpaid at the end of each accounting year - - The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise, for the purpose of disallowance of a deductible expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006 - - Total - 2.23 Note 18(ii)Trade payable aging schedule (Disclosure under schedule III of Companies Act,2013) As at 31 st March 2025 Particulars Outstanding for following periods from due date of payment Total Less than 1 year 1-2 years 2-3 years More than 3 years i) MSME - - - - ii) other s 330.00 121.02 19.67 81.33 552.02 iii) Disputed dues - MSME - - - - - iv) Disputed dues - others - - - - - (v) Unbill ed-MSME - - - - - (vi) Unbill ed-Others 451.89 - - - 451.89 Total 781.89 121.02 19.67 81.33 1,003.91 Note 18(ii)Trade payable aging schedule (Disclosure under schedule III of Companies Act,2013) As at 31 st March, 2024 Particulars Outstanding for following periods from due date of payment Total Less than 1 year 1-2 years 2-3 years More than 3 years i) MSME - - - - ii) other s 398.47 37.23 40.64 101.25 577.59 iii) Disputed dues - MSME - - - - - iv) Disputed dues - others - - - - - (v) Unbill ed-MSME 2.23 - - - 2.23 (vi) Unbill ed-Others 463.13 10.29 4.48 8.53 486.43 Total 863.83 47.52 45.12 109.78 1,066.25
Page 257
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 225 Note 19: Debt securities Particulars As at 31st March, 2025 As at 31st March, 2024 At amortised cost Unsecured : Commercial Papers (unsecured) 2,941.43 8,357.10 Secured : US Dollar Bonds(Secured) 26,240.11 - Privately placed redeemable non-convertible debentures (Secured) 31,262.85 34,970.79 Others - Non-convertible Debentures - Public issue (Secured) 1,110.97 1,011.92 Total (A) 61,555.37 44,339.81 Debt securities in India 35,315.25 44,339.81 Debt securities outside India 26,240.11 - Total (B) 61,555.37 44,339.81 Exclude unpaid (Unclaimed) matured debentures shown as a part of the other financial liabilities(Refer Note.22) Includes EIR impact of transaction cost, premium amount on issue of NCD US Dollar Bonds carry interest rates of 7.37% p.a (31 st March, 2025) and their tenure is for 4 years (31st March, 2024 : Nil). Nature of Security Debentures are secured by a floating charge on the book debts of the Company on gold and other unencumbered assets. The Company shall maintain 100% security cover on the outstanding balance of debenture with accrued interest any time. Debentures are offered for a period of 1 year to 10 years. US Dollar Bonds are secured by way of floating charge on the book debts of the Company on gold and other unencumbered assets.
Page 258
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 226 Note 19: Debt securities (Contd…..) Details of redeemable non-convertible debentures Sr. No. Private Placement/ Public issue Date of allotment Date of redemption Nominal value per debenture Total number of debentures Rate of interest p.a. Face value As at 31 st March, 2025 As at 31st March, 2024 Secured/ Unsecured Terms of redemption Listed/ Unlisted 1 Public Issue 29-Nov-18 29-Nov-25 1,000 397,723 Zero Coupon 397.72 397.72 397.72 Secured On Maturity Listed 2 Public Issue 6-Mar-19 5-May-26 1,000 204,779 Cumulative 204.78 204.78 204.78 Secured On Maturity Listed 3 Public Issue 19-Dec-18 19-Dec-25 1,000 13,265 Cumulative 13.27 13.27 13.27 Secured On Maturity Unlisted 4 Private Placement 9-Jul-20 9-Jul-30 1,000,000 250 9.50% 250.00 250.00 250.00 Secured On Maturity Listed 5 Private Placement 14-Aug-20 9-Jul-30 1,000,000 250 9.50% 250.00 250.00 250.00 Secured On Maturity Listed 6 Private Placement 14-Aug-20 9-Jul-30 1,000,000 400 9.50% 400.00 400.00 400.00 Secured On Maturity Listed 7 Private Placement 14-Aug-20 9-Jul-30 1,000,000 350 9.50% 350.00 350.00 350.00 Secured On Maturity Listed 8 Private Placement 28-Jan-21 28-Jan-26 1,000,000 1,500 8.57% 1,500.00 1,500.00 1,500.00 Secured On Maturity Listed 9 Private Placement 28-Jan-21 28-Jan-27 1,000,000 1,500 8.57% 1,500.00 1,500.00 1,500.00 Secured On Maturity Listed 10 Private Placement 28-Jan-21 28-Jan-28 1,000,000 3,000 8.57% 3,000.00 3,000.00 3,000.00 Secured On Maturity Listed 11 Private Placement 30-Dec-21 30-Dec-24 1,000,000 2,500 6.95% 2,500.0 - 2,500.00 Secured On Maturity Listed 12 Private Placement 20-Jul-22 20-Apr-24 1,000,000 963 8.35% 962.5 - 962.50 Secured On Maturity Unlisted 13 Private Placement 20-Jul-22 20-Jul-24 1,000,000 963 8.35% 962.5 - 962.50 Secured On Maturity Unlisted 14 Private Placement 20-Jul-22 20-Oct-24 1,000,000 963 8.35% 962.5 - 962.50 Secured On Maturity Unlisted 15 Private Placement 20-Jul-22 20-Jan-25 1,000,000 963 8.35% 962.5 - 962.50 Secured On Maturity Unlisted 16 Private Placement 20-Jul-22 20-Apr-25 1,000,000 963 8.35% 962.5 962.50 962.50 Secured On Maturity Unlisted 17 Private Placement 20-Jul-22 20-Jul-25 1,000,000 963 8.35% 962.5 962.50 962.50 Secured On Maturity Unlisted 18 Private Placement 13-Mar-23 13-Mar-31 100,000 36,666 9.22% 3,666.6 3,666.63 3,666.63 Secured On Maturity Listed 19 Private Placement 13-Mar-23 13-Mar-32 100,000 36,666 9.22% 3,666.6 3,666.63 3,666.63 Secured On Maturity Listed 20 Private Placement 13-Mar-23 13-Mar-33 100,000 36,667 9.22% 3,666.7 3,666.74 3,666.74 Secured On Maturity Listed 21 Private Placement 6-Oct-23 29-Sep-25 100,000 40,000 8.80% 4,000.0 4,000.00 4,000.00 Secured On Maturity Listed 22 Private Placement 6-Oct-23 28-Mar-25 100,000 20,000 8.65% 2,000.0 - 2,000.00 Secured On Maturity Listed 23 Private Placement 5-Mar-24 5-Mar-26 100,000 20,000 8.80% 2,000.0 2,000.00 2,000.00 Secured On Maturity Listed 24 Private Placement 28-Mar-24 28-Mar-34 100,000 2,500 8.60% 250.0 250.00 250.00 Secured On Maturity Listed 25 Private Placement 19-Aug-24 19-Aug-26 100,000 45,000 9.10% 4,500.0 4,500.00 - Secured On Maturity Listed Total amount 31,540.77 35,390.77 Effective Interest Rate Adjustment (384.71) (461.89) Interest Accrued but not due 1217.77 1053.83 Net Amount 32,373.82 35,982.71
Page 259
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 227 Note 20: Borrowings (other than debt securities) Particulars As at 31st March, 2025 As at 31st March, 2024 At amortised cost: Term Loan* Indian rupee loan fr om banks (secured) 108,771.59 88,029.23 For eign currency term loan from banks (secured) 25,424.86 12,070.31 Indian rupee loan fr om other parties (secured) 2,360.92 3,560.85 Securitization Loan 52.81 462.96 Loans repayable on demand Cash credit / o verdraft facilities from banks (secured) 124.25 2,015.05 Working capital demand loan from banks (secured) 72,169.16 74,190.12 Total 208,903.60 180,328.51 Borrowings in India** 208,903.60 180,328.51 Borrowings outside India - - Total 208,903.60 180,328.51 Includes EIR impact of transaction cost, premium amount on issue of NCD *Term Loans were fully used for the purpose for which the same were obtained. **Includes foreign currency loan borrowed from SBI Bank. The Company has not defaulted in repayment of principal and interest during the year ended as at the balance sheet date 31st March, 2025 and 31st March, 2024 Term loan from bank: Indian rupee loan from banks (secured): These are secured by an exclusive charge by way of hypothecation of book debts pertaining to loans granted against gold and margin/cash collateral as per the agreement. Foreign currency Term Loan /ECB from Banks (secured): 1) Foreign currency loan: Nil as at 31st March, 2025 ( 31st March, 2024 `3636.30 Million) which carries interest @ 6 month SOFAR plus 120 bps. The loan is repayable after 3 years from the date of its origination, viz., 17th March, 2022. 2) For eign currency loan: 1. ` 3744.00 million(ECB) as at 31 st March, 2025 ( 31 st March, 2024 ` 4160.00 million(ECB)) which carries interest @ 6 month SOFAR plus 225 bps. The loan is repayable after 3 years from the date of its origination, viz., 25 th October, 2023. 3) For eign currency loan: 1. `4157.00 million(ECB) as at 31st March, 2025 ( 31st March, 2024 `4157.00 million(ECB)) which carries interest @ 6 month SOFAR plus 235 bps. The loan is repayable after 3 years from the date of its origination, viz., 24th January, 2024. The loans are secured against the first pari passu charge on current assets, book debts and receivables including gold loans & advances of the Company. 4) For eign currency loan: `4178.00 million(ECB) as at 31st March, 2025 ( 31st March, 2024 Nil) (ECB)) which carries interest @ 6 month SOFAR plus 215 bps. The loan is repayable after 3 years from the date of its origination, viz., 24th June, 2024. The loans are secured against the first pari passu charge on current assets, book debts and receivables including gold loans & advances of the Company. 5) For eign currency loan: `8,380.00 million(ECB) as at 31 st March, 2025 ( 31 st March, 2024 Nil) (ECB)) which carries interest @ 6 month SOFAR plus 195 bps. The loan is repayable after 3 years from the date of its origination, viz., 30 th September, 2024. The loans are secured against the first pari passu charge on current assets, book debts and receivables including gold loans & advances of the Company.
Page 260
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 228 6) Foreign currency loan: . `1,983.40 million(ECB) as at 31 st March, 2025 ( 31st March, 2024 Nil) (ECB)) which carries interest @ 6 month SOFAR plus 175 bps. The loan is repayable after 3 years from the date of its origination, viz., 19 th November, 2024. The loans are secured against the first pari passu charge on current assets, book debts and receivables including gold loans & advances of the Company. 7) For eign currency loan: `2,474.10 million(ECB) as at 31st March, 2025 ( 31st March, 2024 Nil) (ECB)) which carries interest @ 6 month SOFAR plus 210 bps. The loan is repayable after 3 years from the date of its origination, viz., 31st March, 2024. The loans are secured against the first pari passu charge on current assets, book debts and receivables including gold loans & advances of the Company. Term loan from other parties (secured): Third party rupee term loan is secured where Interest payments are made monthly at 8.70 % - 8.90% pa. The loans is secured against the first pari passu charge on current assets, book debts and receivables including gold loans & advances of the Company as per the agreement. Loans repayable on demand Cash credit / Overdraft facilities from banks (secured): These loans are secured against the first pari passu charge on current assets, book debts and receivables including gold loans & advances of the Company as per the agreement. Working Capital demand loan from banks (secured): These loans are secured against the first pari passu charge on current assets, book debts and receivables including gold loans & advances of the Company as per the agreement. A) Indian rupee loan from banks ( secured) As at 31st March, 2025 Terms of repayment Tenure (from the date of Balance Sheet) Rate of Interest Amount Above 2 year 6.79-9.40% 27,007.51 Due within 1-2 years 6.79-9.40% 30,623.91 Due within 1 year 6.79-9.40% 51,223.56 Total 108,854.98 Effective interest rate adjustment (102.83) Interest Accrued but not due 19.44 Net Amount 108,771.59 As at 31st March, 2024 Terms of repayment Tenure (from the date of Balance Sheet) Rate of Interest Amount Above 2 year 6.50 - 9.75% 57,598.85 Due within 1-2 years 6.50 - 9.75% 25,317.20 Due within 1 year 6.50 - 9.75% 5,200.05 Total 88,116.10 Effective interest rate adjustment (99.30) Interest Accrued but not due 12.43 Net Amount 88,029.23
Page 261
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 229 B) Indian rupee loan from other s (Secured) As at 31st March, 2025 Terms of repayment Tenure (from the date of Balance Sheet) Rate of Interest Amount Above 2 year 8.70 - 8.90% 666.67 Due within 1-2 years 8.70 - 8.90% 837.50 Due within One year 8.70 - 8.90% 850.00 Total 2,354.17 Effective interest rate adjustment (2.46) Interest Accrued but not due 9.22 Net Amount 2,360.92 As at 31st March, 2024 Terms of repayment Tenure (from the date of Balance Sheet) Rate of Interest Amount Above 2 year 6.75 -10.75% 3,097.50 Due within 1-2 years 6.75 -10.75% 416.66 Due within One year - Total 3,514.16 Effective interest rate adjustment (1.80) Interest Accrued but not due 48.48 Net Amount 3,560.85 Note 21: Subordinated liabilities Particulars As at 31st March, 2025 As at 31st March, 2024 At amortised cost: Subordinated debt from banks - - Subordinated bonds from others(Unsecured) - - Total - - Subordinate liabilities in India - - Total - - There are no subordinate liabilities as on 31st March, 2025 (31st March, 2024: Nil) Note 22: Other financial liabilities Particulars As at 31st March, 2025 As at 31st March, 2024 Investor Education and Protection Fund shall be credited by following amounts* - Unclaimed matured non-c onvertible debenture 13.96 16.03 - Unclaimed dividend 27.25 25. 73 - Unclaimed matured subor dinate bonds and interest accrued thereon 5.39 5.79 Securitisation payable on Direct Assignement 632.46 455.86 Security deposits 687.27 604.71 Auction surplus refundable 29.41 162.16 Employee related payables 1,070.13 1,055.90 Others** 58.09 214.84 Total 2523.94 2,541.02 * Includes interest on unpaid (Unclaimed) debentures ** Includes DSA commission payable of `38.94 Mn (31st March, 2025 `65.94 Mn)
Page 262
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 230 Note 23: Provisions Particulars As at 31st March, 2025 As at 31st March, 2024 a) Pro vision for Employee benefits - Gratuity 200 .60 161.26 - Pro vision for compensated absences 257.01 222.32 b) Others - Loan c ommitments 3.76 0.78 - Pro vision for other assets* 37.66 41.21 - Litigation 12 4.53 147.50 Total 623.57 573.07 *The Company has recognised provision amounting to `37.66 Mn (31st March, 2024 - ` 41.21 Mn) towards assets which are doubtful of recovery. The provision is based on management estimates and past recovery trends. Movement of provisions other than employee benefits during the year The movement in provisions during 2024-25 and 2023-24 is, as follows: Particulars Litigation Other Assets Total At 31st March, 2023 131.09 63.19 194.28 Provided /(reversed) during the year 16.41 (21.98) (5.57) Utilised - - - Unwind of discount - - - As at 31st March, 2024 147.50 41.21 188.71 Provided /(reversed) during the year (22.97) (3.55) (26.52) Utilised - - - Unwind of discount - - - As at 31st March, 2025 124.53 37.66 162.20 *Litigation: Litigation provisions arise out of current or potential claims or pursuits alleging non-compliance with contractual or other legal or regulatory responsibilities, which have resulted or may arise in claims from customers, counterparties or other parties in civil litigations. Loan commitments An analysis of changes in the gross carrying amount and the corresponding ECL allowances in relation to undisbursed loans is as follows: Particulars 31st March, 2025 31st March, 2024 Stage 1 Stage 2 Stage 3 Total Stage 1 Stage 2 Stage 3 Total Gross carrying amount opening balance 4,000.00 - - 4,000.00 2,700.00 - - 2,700.00 New assets originated or purchased 2,730.07 - - 2,730.07 1,300.00 - - 1,300.00 Assets derecognised or repaid - - - - - - - - Transfers to Stage 1 - - - - - - - - Transfers to Stage 2 - - - - - - - - Transfers to Stage 3 - - - - - - - - Changes to contractual cash flows due to modifications not resulting in derecognition - - - - - - - - Amounts written off - - - - - - - - Gross carrying amount closing balance 6,730.07 - - 6,730.07 4,000.00 - - 4,000.00
Page 263
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 231 Reconciliation of ECL balance is given below: Particulars 31st March, 2025 31st March, 2024 Stage 1 Stage 2 Stage 3 Total Stage 1 Stage 2 Stage 3 Total ECL allowance - opening balance 0.78 - - 0.78 0.53 - - 0.53 New assets originated or purchased 2.98 - - 2.98 0.24 - - 0.24 Assets derecognised or repaid (excluding write offs) - - - - - - - - Transfers to Stage 1 - - - - - - - - Transfers to Stage 2 - - - - - - - - Transfers to Stage 3 - - - - - - - - Impact on year end ECL of exposures transferred between stages during the year - - - - - - - - Changes to contractual cash flows due to modifications not resulting in derecognition - - - - - - - - Amounts written off - - - - - - - - ECL allowance - closing balance 3.76 - - 3.76 0.78 - - 0.78 Note 24: Other Non-financial liabilities Particulars As at 31st March, 2025 As at 31st March, 2024 Statutory dues payable 298.83 264.91 Others 281.97 874.99 Total 580.80 1,139.90 Note 25: Equity share capital The reconciliation of equity shares outstanding at the beginning and at the end of the period Particulars As at 31st March, 2025 As at 31st March, 2024 Authorised 980,000,000 (31st March, 2024: 980,000,000) equity shares of ` 2/- each 1,960.00 1,960.00 400,000 (31st March, 2024: 400,000) preference shares of ` 100/- each 40.00 40.00 Total Authorised 2,000.00 2,000.00 Issued and Subscribed Share Capital 846,434,729 (31 st March, 2024: 846,434,729) equity shares of ` 2/- each 1,692.87 1,692.87 Fully paid up 846,434,729 (31 st March, 2024: 846,434,729) equity shares of ` 2/- each fully paid up 1,692.87 1,692.87 Total Issued, subscribed and fully paid up 1,692.87 1,692.87 a) Rec onciliation of the number of shares and amount outstanding at the beginning and at the end of the year Particulars No. of Shares ` in Millions As at 1st April, 2023 846,394,729 1,692.79 Issued during the year - ESOP (refer note 37) 40,000 0.08 As at 31st March, 2024 846,434,729 1,692.87 Issued during the year - ESOP (refer note 37) - - As at 31st March, 2025 846,434,729 1,692.87
Page 264
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 232 b) Terms and rights attached to equity shares The Company has only one class of equity shares having a par value of ` 2/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. During the year ended 31st March, 2025, the amount of per share dividend recognized as distributions to equity shareholders was ` 4/- per share (31 st March, 2024: ` 3.30/- per share) In the ev ent of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. c) Details of shar eholders holding more than 5% shares in the Company Particulars 31st March, 2025 31st March, 2024 No. Of Shares % holding in the class No. Of Shares % holding in the class Mr. V.P. Nandakumar 245,904,221 29.05 245,454,221 29.00 Ms. Sushama Nandakumar 48,001,078 5.67 48,001,078 5.67 Smallcap World Fund, Inc 51,893,302 6.13 - 0.00 As per the r ecords of the Company, including its register of shareholders / members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares. d) Shareholding and change in shar eholding percentages of promoters Promoter* Details of shares as at 31-03-2025 Details of shares as at 31-03-2024 % change during the year** No of shares % of total share No of shares % of total share V.P.Nandakumar 245,904,221 29.05% 245,454,221 29.00% 0.18% Sooraj Nandan 3,674 0.00% 3,674 0.00% 0.00% Sushama Nandakumar 48,001,078 5.67% 48,001,078 5.67% 0.00% Suhas Nandan 17,051 0.00% 17,051 0.00% 0.00% Jyoti Prasannan 4,474,990 0.53% 4,474,990 0.53% 0.00% *Promoter means promoter as defined as per Companies Act,2013 **Perc entage change shall be computed with respect to the number at the beginning of the year e) Aggregate number of shares issued for consideration other than cash during the period of five years immediately preceding the r eporting date: The Company has issued 1,441,604 equity shares (31 st March, 2024: 3,624,872) during the period of five years immediately preceding the reporting date on exercise of options granted under the employee stock option plan (ESOP) wherein part consideration was received in the form of employee services. For details of shares reserved for issue under the employee stock option plan(ESOP) of the Company, refer note 37 f) The primary objectives of the Company’s capital management policy are to ensure that the Company complies with externally imposed capital requirements and maintains strong credit ratings and healthy capital ratios in order to support its business and to maximise shareholder value. No changes have been made to the objectives, policies and processes from the previous years. However, they are under constant review by the Board.
Page 265
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 233 Note 26: Other equity Securities premium As at 1st April, 2023 14,108.75 Add: Additions on ESOPs exercised 9.37 As at 31st March, 2024 14,118.12 Add: Additions on ESOPs exercised - Less: Share Issue Expenses (8.83) As at 31st March, 2025 14,109.29 Share option outstanding account As at 1st April, 2023 137.83 Add: Other Additions/ Deductions during the year (137.83) As at 31st March, 2024 - Add: Other Additions/ Deductions during the year - As at 31st March, 2025 - Statutory reserve pursuant to Section 45-IC of the RBI Act, 1934 As at 1st April, 2023 19,709.66 Add: Transfer from surplus balance in the Statement of Profit and Loss 3,315.55 As at 31st March, 2024 23,025.21 Add: Transfer from surplus balance in the Statement of Profit and Loss 3,566.53 As at 31st March, 2025 26,591.74 Impairment Reserve As at 1st April, 2023 439.93 Add/(Less): Amount transferred from /(to) surplus in the Statement of Profit and Loss - As at 31st March, 2024 439.93 Add/(Less): Amount transferred from /(to) surplus in the Statement of Profit and Loss - As at 31st March, 2025 439.93 General reserve As at 1st April, 2023 3,627.02 Add: Transfer from Retained Earnings 133.31 As at 31st March, 2024 3,760.33 Add: Transfer from Retained Earnings - As at 31st March, 2025 3,760.33 Hedging reserve As at 1st April, 2023 5.41 Add/(Less): Effect of foreign exchange rate variations in Hedging instruments - As at 31st March, 2024 5.41 Add/(Less): Effect of foreign exchange rate variations in Hedging instruments - Less: Transfer to Retained Earnings 5.41 As at 31st March, 2025 (0.00)
Page 266
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 234 Retained earnings As at 1st April, 2023 50,183.14 Add: Profit for the year 16,577.75 Less: Appropriations Transfer (to)/from debenture redemption reserve - Interim dividend on equity shares including tax thereon (2,793.18) Transfer to Statutory Reserve (3,315.55) Transfer to Impairment reserve - Transfer from Share option outstanding account - As at 31st March, 2024 60,652.17 Add: Profit for the year 17,832.67 Less: Appropriations Transfer (to)/from debenture redemption reserve - Interim dividend on equity shares including tax thereon (3,385.74) Transfer to Impairment reserve - Transfer from Hedge Reserve 5.41 Transfer to Statutory Reserve (3,566.53) As at 31 st March, 2025 71,537.97 Other comprehensive income As at 1st April, 2023 (105.44) Movements during the year (95.90) As at 31st March, 2024 (201.34) Movements during the year (2.42) As at 31st March, 2025 (203.76) Share application money pending allotment As at 1st April, 2023 0.02 Movements during the year (0.02) As at 31st March, 2024 (0.00) Movements during the year - As at 31st March, 2025 (0.00) Total other equity As at 31 st March, 2024 101,799.81 As at 31st March, 2025 116,235.50 Nature and purpose of Reserves a) Securities premium: Securities premium reserve is used to record the premium on issue of shares i.e excess of face value over issue price. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013. b) Share option outstanding ac count (ESOP reserve): The share-based payment reserve is used to recognise the value of equity-settled share-based payments provided to employees, including key management personnel, as part of their remuneration. Refer to Note 37 for further details of these plans. c) Statutory r eserve (Statutory Reserve pursuant to Section 45-IC of The RBI Act, 1934): Section 45IC of Reserve Bank of India Act, 1934 (“RBI Act, 1934”) defines that every non banking finance institution shall create a reserve fund and transfer therein a
Page 267
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 235 sum not less than twenty percent of its net profit every year as disclosed in the statement of profit and loss before any dividend is declared. The Company has transferred an amount of `3566.53 Mn (2023-24 `3315.55 Mn) to Statutory reserve pursuant to Section 45-IC of RBI Act, 1934 d) Impairment Reserv e The NBFCs will have to compute two types of provisions or loss estimations, ECL as per Ind AS 109 & its internal ECL model and parallelly provisions as per the RBI prudential norms. A comparison between the two is required to be disclosed by the NBFC in the annual financial statements. Where the ECL computed as per the ECL methodology is lower than the provisions computed as per the IRAC norms, then the difference between the two should be parked in “Impairment Reserve”. Allocation to Impairment Reserve should be made out of Retained earnings and there are certain restrictions towards utilization of this reserve amount. e) Gener al reserve: Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable results for that year. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific requirements of Companies Act, 2013. f) Hedge reserve: The Company uses hedging instruments as part of its management of foreign currency risk and interest rate risk associated on borrowings as described within note 45. For hedging foreign currency and interest rate risk, the Company uses foreign currency forward contracts, cross currency swaps, foreign currency option contracts and interest rate swaps. To the extent these hedges are effective, the change in fair value of the hedging instrument is recognised in the hedge reserve. Amounts recognised in the hedge reserve is reclassified to the statement of profit or loss when the hedged item affects profit or loss (e.g. interest payments). g) R etained earning: Retained earnings are the profits that the Group has earned till date, less any transfers to statutory reserve, general reserve and dividend distributed to shareholders h) Other c omprehensive income: Other items of other comprehensive income consist of re-measurement of net defined benefit liability/asset and fair value changes on derivatives designated as cash flow hedge, net. i) Share application money pending allotment: The amount received on the application for equity shares of the Company on which allotment is not yet made, to the extent not refundable. j) Debenture r edemption reserve: (1) Pursuant t o Section 71 of the Companies Act, 2013 and circular 04/2013, read with notification issued date 19 th June, 2016 issued by Ministry of Corporate Affairs, the Company is required before 30th day of April of each year to deposit or invest, as the case may be, a sum which shall not be less than 15% of the amount of its debenture issued through public issue maturing within one year from the balance sheet date. (2) Pursuant t o notification issued by Ministry of Corporate Affairs on 16th 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 amend the Companies (Share Capital and Debentures) Rules, 2014. In the principal rul es, 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.
Page 268
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 236 Note 27: Revenue from operations Note 27 (i): Interest income Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 On financial assets measured at amortised cost: Interest on loans - Gold l oans 51,510.54 44,242.48 - Property l oans 40.82 39.10 - Onlending 1, 015.28 1,246.03 - Commer cial vehicles 8,454.55 5,698.63 - Other L oans 5,915.08 5,409.00 Interest income from investments 148.60 156.07 Interest on deposits with banks 1,291.58 610.93 Other Interest Income - Inter est on Subordinated Debt 167.49 148.41 - Inter est on Security Deposit 8.14 (5.76) - Penal Char ge Collected 155.06 - Total 68,707.13 57,544.88 Note 27 (ii): Fees and commission income Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 Foreign exchange commission 0.12 0.11 Money transfer commission 18.70 29.88 Total 18.82 29.99 Note 27 (iii): Dividend Income Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 Dividend Income* - 150.00 Total - 150.00 *Dividend is received from subsidiary Manappuram Insurance Brokers Limited In FY 2023-24. Note 27 (iv): Net Gain/ (Loss) on fair value changes Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 A) Net Gain / (Loss) on financial instruments at fair value through profit or loss i) On trading portf olio - In vestments - - - Deriv atives - - ii) On financial Instuments designat ed at fair value through profit or loss B) Other s - Inv estments in shares (7.36) 0.01 Total Net gain on fair value changes (A) (7.36) 0.01 Fair value changes: - Realised - - - Unrealised (7 .36) 0.01 Total Net gain fair value changes (B) (7.36) 0.01 Note 27 (v): Other operating income Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 Bad debts recovery 25.52 167.05 Total 25.52 167.05
Page 269
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 237 Note 28: Other income Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 Net gain on derecognition of property, plant and equipment 9.78 5.85 Others* 269.04 241.50 Total 278.82 247.35 *Includes Interest Income from subsidiary (MACOM) of INR 197.77 milion (31st March 2024: Nil) pertaining to exceptional item as disclosed in Note. 74 Note 29: Finance costs Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 On financial liabilities measured at amortised cost: Interest on debt securities 6,124.88 3,915.23 Interest on borrowings 16,714.14 13,456.46 Finance Cost on Lease Liability 494.41 521.52 Interest on direct assignments 22.33 51.47 Other interest expense 405.52 335.69 Total 23,761.28 18,280.36 Note 30: Fees and commission expense Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 On financial liabilities measured at amortised cost: Commission paid 811.15 506.33 Total 811.15 506.33 Note 31: Impairment on financial instruments Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 On financial instruments measured at amortised cost: Loans 2,626.59 1,083.20 - Standard assets 275.66 122.87 - Non-performing assets 477.87 216.13 - Write offs 1,876.82 744.98 Investments - - Others - Undrawn commitments 3.76 0.78 Total 2,630.35 1,083.98 The table below shows the ECL charges on financial instruments for the year recorded in the statement of profit and loss based on evaluation stage: Year ended 31 March 2025 Particulars General Approach Simplified Approach Total Stage 1 Collective Stage 2 Collective Stage 3 Collective Loans 216.06 55.84 2,354.69 - 2,626.59 Investments - - - - - Others - Undrawn c ommitments 3.76 - - - 3.76 Total impairment loss 219.82 55.84 2,354.69 - 2,630.35
Page 270
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 238 Year ended 31 March 2024 Particulars General Approach Simplified Approach Total Stage 1 Collective Stage 2 Collective Stage 3 Collective Loans 110.58 11.52 961.10 - 1,083.20 Investments - - - - - Others - - Undrawn c ommitments 0.78 - - - 0.78 Total impairment loss 111.36 11.52 961.10 - 1,083.98 Note 32: Employee benefits expenses Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 Salaries and wages 10,658.41 9,372.50 Contribution to provident and other funds 934.42 838.01 Staff welfare expenses 115.54 11.22 Total 11,708.36 10,221.73 Note 33: Depreciation and amortisation Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 Depreciation of tangible assets 950.15 812.60 Amortisation of intangible assets 53.44 60.41 Depreciation on Right of Use assets 1,009.78 1,005.32 Total 2,013.37 1,878.33 Note 34: Other expenses Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 Rent [Refer note 41 (iii)] 424.13 314.68 Energy costs 276.07 263.44 Repairs and maintenance 317.51 416.12 Rates and taxes 83.72 82.32 Printing and stationery 134.89 148.05 Travelling and conveyance 527.32 412.97 Advertising and publicity 919.56 810.41 Directors' fees, allowances & expenses 7.11 8.82 Auditor's fees and expenses (Refer note (i) below) 16.18 13.08 Insurance 79.66 216.37 Communication costs 305.93 307.56 Legal and professional charges 305.86 320.60 Corporate Social Responsibility expenses (CSR) (Refer note (ii) below) 389.65 387.59 Other expenditure 139.29 151.07 IT Support costs 481.46 445.45 Security charges 53.59 60.98 Total 4,461.92 4,359.50
Page 271
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 239 Note (i) Payment to auditor Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 As auditors: Audit Fees 15.31 12.54 Other Services (Certification) 0.87 0.55 Total 16.18 13.08 Note (ii) Details of CSR expenditure Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 a) Gross Amount required to be spent by the Company during the year 384.46 444.69 Paid Yet to be paid Total b) Amount spent during the year ended on 31st March, 2025 i) Construction/ac quisition of assets 30.32 - 30.32 ii) On purpose other than (i) abo ve 359.33 - 359.33 Paid Yet to be paid Total c) Amount spent during the year ended on 31st March, 2024 i) Construction/ac quisition of assets 235.00 - 235.00 ii) On purpose other than (i) abo ve 209.69 - 209.69 For the year ended 31st March, 2025 For the year ended 31st March, 2024 d) CSR amount Unspent f or the financial year Amount T ransfer to Unspent CSR amount FY 2021- 22 - - FY 2022 -23 - - FY 2023- 24 - - T otal - - Current Year 2024-25 In case of S. 135(5) Excess amount spent Opening Balance Amount required to be spent during the year Amount spent during the year Closing Balance - 384.46 389.65 (5.19) In case of S. 135(6) (Ongoing Project) (to be given year-wise) With Company In Separate CSR Unspent A/c Amount required to be spent during the year Amount spent during the year Closing Balance From Company’s Bank A/c From Separate CSR Unspent A/c With Company In Separate CSR Unspent A/c NA NA NA NA NA NA NA
Page 272
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 240 Current Year 2023-24 In case of S. 135(5) Excess amount spent Opening Balance Amount required to be spent during the year Amount spent during the year Closing Balance NA NA NA NA In case of S. 135(6) (Ongoing Project) (to be given year-wise) With Company In Separate CSR Unspent A/c Amount required to be spent during the year Amount spent during the year Closing Balance From Company’s Bank A/c From Separate CSR Unspent A/c With Company In Separate CSR Unspent A/c - FY 2022-23- ` 13.14 Million 13.14 - 13.14 - - - FY 2021-22- ` 43.96 Million 43.96 - 43.96 - - Nature of CSR expenditure: CSR projects of Manappuram Finance Ltd are focused on promotion of quality education, promotion of healthcare, Rural development projects, women empowerment, environment sustainability etc which includes both ongoing and one year projects. Details of related party trasactions with respect to CSR expenditure are showed under note 42. Note 35: Income Tax The Company has computed the tax expense of the current financial year as per the tax regime announced under section 115BAA of the lncome Tax Act, 1961. Accordingly, the provision for current and deferred tax has been determined at the rate of 25.17%. The components of income tax expense for the period ended 31st March, 2025 and 31st March, 2024 are: Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 Current tax 6,129.71 5,727.56 Adjustment in respect of current income tax of prior years - - Deferred tax relating to origination and reversal of temporary differences (6.33) (89.05) Total tax charge 6,123.38 5,638.51 Reconciliation of total Income tax expense: The tax charge shown in the statement of profit and loss differs from the tax charge that would apply if all profits had been charged at Indian corporate tax rate. Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 Profit before tax for computation 23,956.06 22,216.26 Add/(Less): (Allowances) / Disallowances (Net) 397.18 539.26 Adjusted profit before tax for income tax 24,353.24 22,755.52 Current tax as per Books (Effective rate of 25.59%, 2024: 25.78%) 6,129.71 5,727.56 Adjustment of earlier year taxes - - Total tax as given in Books 6,129.71 5,727.56 Statutory income tax at the rate of 25.17% (2024 : 25.17%) 6,129.71 5,727.56 The following table shows deferred tax recorded in the balance sheet and changes recorded in the Income tax expense:
Page 273
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 241 Particulars Deferred Tax Assets Deferred Tax Liabilities Income Statement OCI Others - Adjusted in Statement of Profit and Loss in Other equity 31st March, 2025 31st March, 2025 2024-25 2024-25 2024-25 Provisions for litigations and compensated absences 96.03 - 2.95 - - Property, plant and equipment 290.81 - 17.74 - - Right of use asset (Net of lease liabilities) 1,317.93 (1037.21) 19.37 - Impairment allowance for financial assets 434.00 - 68.44 - - Remeasurement gain / (loss) on defined benefit plan 50.49 - (0.83) 10.73 - Derivative instruments in Cash flow hedge relationship 21.63 - - (9.91) - Debt instrument measured at amortised cost - (198.46) (46.39) - - Financial assets measured at amortised cost 135.34 (213.21) (67.60) - - Other temporary differences 72.71 (33.37) 12.64 - - Total 2,418.94 (1,482.25) (6.33) 0.81 - Net Deferred tax asset as at 31st March, 2025 936.68 The following table shows deferred tax recorded in the balance sheet and changes recorded in the Income tax expense: Particulars Deferred Tax Assets Deferred Tax Liabilities Income Statement OCI Others - Adjusted in Statement of Profit and Loss in Other equity 31st March, 2024 31st March, 2024 2023-24 2023-24 2023-24 Provisions for litigations and compensated absences 93.08 - 4.18 - - Property, plant and equipment 273.07 - 56.74 - - Right of use asset (Net of lease liabilities) 1,343.86 (1082.51) 29.84 - Impairment allowance for financial assets 365.56 - 30.93 - - Remeasurement gain / (loss) on defined benefit plan 40.59 - (2.63) 3.39 - Derivative instruments in Cash flow hedge relationship 31.54 - - 28.88 - Debt instrument measured at amortised cost - (152.07) 7.26 - - Financial assets measured at amortised cost 151.51 (161.79) (41.50) - - Other temporary differences 63.84 (37.14) 4.23 - - Total 2,363.05 (1,433.51) (89.05) 32.27 - Net Deferred tax asset as at 31st March, 2024 929.54 Reconciliation of deferred tax assets/(liabilities) Particulars As at 31st March, 2025 As at 31st March, 2024 Opening Balance 929.54 808.22 Recognised in statement of profit and loss/adjustment 6.33 89.05 Recognised in statement of profit and loss under OCI 0.81 32.27 Closing Balance 936.68 929.54
Page 274
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 242 Note 36: Earnings per share Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 Net profit attributable to ordinary equity shareholders 17,832.67 16,577.75 Weighted average number of equity shares in calculating basic earnings per share (Nos.) 846,434,729 846,417,680 Weighted average number of equity shares in calculating diluted earnings per share (Nos.) 846,434,729 846,417,680 Basic earnings per share (`) 21.07 19.59 Diluted earnings per share (`) 21.07 19.59 Note 37: Employee Stock Option Scheme (ESOS) Employee Stock Option Scheme (ESOS), 2016 The details of the Employee Stock Option Scheme 2016 are as under: Date of share holders’ approval 05 th July, 2016 Number of options approved 25,236,214 Date of grant 08th August, 2016 Method of Accounting The Company has used the fair value method to account for the compensation cost of stock options to employees. The fair value of options used are estimated on the date of grant using the Black – Scholes Model. The key assumptions used in Black – Scholes Model for calculating fair value as on the date of grant are: (Rf )Interest Rate Expected Life Dividend Yield Expected Volatility 7.03% to 7.25% 3 to 5 years 2.95% 49.68%-55.38% Date of In principle Approval In principle approval of the BSE was obtained on 20 th December, 2016 and NSE on 28 th December, 2016. Number of options granted 13,750,466 Method of settlement Equity Graded Vesting Graded vesting shall happen in a graded basis in three tranches over a period of three years. a) The first tr anche of 30% shall be vested when a period of 12 months would expire from the Date of grant; b) The second tr anche of 30% shall be vested when a period of 24 months would expire from the Date of grant; c) The third tr anche of 40% shall be vested when a period of 36 months would expire from the Date of grant. Exercisable period The vested options shall be allowed for exercise on and from the date of vesting. The vested options need to be exercised with in a period of one year and 30 days from the date of vesting of the respective tranche through the Exercise Window to apply for ESOS Shares against Options vested with the Eligible Employee in pursuance of the Scheme. However, the Eligible Employee has a right to exercise the Options vested in the first tranche and second tranche on or before the expiry of the Exercise Period of the third tranche, utilising the exercise window which shall be a period of 30 days from the close of each half of the year counted from the date of vesting during the Exercise Period. Vesting conditions Options shall vest essentially based on continuation of employment and apart from that the Board or Committee may prescribe achievement of any performance condition(s) for vesting. Source of shares Primary Variation in terms of options No Variations made to the term of Scheme The Company has adopted ESOS 2016 as per SEBI(Share Based Employee Benefits) Regulation, 2014 and has recorded a compensation expense using the fair value method as set out in those regulations.
Page 275
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 243 The Company has granted 13,750,466 options at an exercise price of 86.45 on 08 th August, 2016 which will vest over a period of three years from the grant date (08th August, 2016) and the vesting of options shall be at 30% each in the first and second year and the balance 40% in the third year from the date of grant. The summary of the movements in options is given below: Particulars 31st March, 2025 31st March, 2024 Options outstanding, beginning of year - 40,000 Options granted during the year - - Lapsed Options restored during the year - - Options lapsed during the year - - Options Exercised during the year - (40,000) Options unvested and Outstanding at the end of the year - - Particulars 31st March, 2025 31st March, 2024 Weighted average remaining contract life of options - - weighted average market price at the exercise date - 152.95 Particulars Vesting I Vesting II Vesting III 8th August, 2017 30% 8th August, 2018 30% 8th August, 2019 40% Fair Value per vest (`) 26.11 30.61 34.29 Risk-free interest rate (%) 7.03 7.15 7.25 Expected life 3 years 4 years 5 Years Expected volatility (%) 49.68 52.66 55.38 Expected dividend yield (%) 2.95 2.95 2.95 Share price on the date of grant (face value of ` 10/-) 86.45 86.45 86.45 The expected volatility of the stock has been determined based on historical volatility of the stock. The period over which volatility has been considered is the expected life of the option. Note 38: Retirement Benefit Plan Defined Contribution Plan The Company makes Provident Fund and Employee State Insurance Scheme contributions which are defined contribution plans, for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognized `682.90 Mn(31 March 2024: `620.43Mn) for Provident Fund contributions and `123.89 Mn (31 March 2024: `116.34Mn) for Employee State Insurance Scheme contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the Schemes. Defined Benefit Plan The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with Life Insurance Corporation of India and Kotak Life Insurance. The following tables summaries the components of net benefit expense recognized in the statement of profit and loss and the funded status and amounts recognized in the balance sheet for the gratuity plan. Net employee benefit expense recognised in the statement of profit and loss Components of employer expense 31st March, 2025 31st March, 2024 Current service cost 229.43 209.69 Past Service Cost - - Net Interest on net defined benefit liability/ (asset) 7.42 9.20 Total employer expense 236.85 218.90
Page 276
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 244 Net employee benefit expense recognised in the Other Comprehensive Income Movement in Other Comprehensive Income (OCI) 31st March, 2025 31st March, 2024 Balance at start of year (Loss)/Gain (145.57) (128.50) Actuarial (Loss)/ Gain from changes in demographic assumptions 0.00 0.00 Actuarial (Loss)/ Gain from changes in financial assumptions (48.98) (7.01) Actuarial (Loss)/ Gain from experience over the past year (1.52) 7.71 Return on Plan assets, excluding amount included in net interest on the net defined benefit liability/(asset) 7.88 (17.71) Balance at end of year (Loss)/Gain (188.19) (145.51) Experience adjustments Particulars 31st March, 2025 31st March, 2024 31st March, 2023 31st March, 2022 31st March, 2021 Defined benefit obligation 1,596.25 1373.2 1251.20 1118.76 (1009.55) Fair value of plan assets 1,395.65 1211.94 1092.98 1008.15 871.77 Asset/(liability) recognized in the balance sheet (200.60) (161.26) (158.22) (110.60) (137.78) Experience adjustments on plan liabilities (Gain) / Loss 1.52 (7.71) 52.53 (3.98) 26.23 Experience adjustments on plan assets Gain / (Loss) 7.88 (17.71) 2.31 7.71 (1.84) Changes in the present value of the defined benefit obligation are as follows: Particulars 31st March, 2025 31st March, 2024 Opening defined benefit obligation 1373.23 1251.22 Transfer in/out (1.35) (30.54) Interest cost 96.12 88.85 Current service cost 229.43 209.69 Benefits paid (151.65) (145.30) Past service cost 0.00 0.00 Actuarial (Loss)/ Gain from changes in demographic assumptions 0.00 0.00 Actuarial loss / (gain) from changes in financial assumptions 48.98 7.01 Actuarial loss / (gain) from experience over the past year 1.52 (7.71) Closing defined benefit obligation 1,596.28 1,373.23 Changes in the fair value of plan assets are as follows: Particulars 31st March, 2025 31st March, 2024 Opening fair value of plan assets 1212.01 1093.00 Transfer in/Out (1.35) (30.54) Expected return 88.70 79.63 Contributions by employer 240.13 232.93 Benefits paid (151.65) (145.30) Actuarial gains / (losses) 7.88 (17.71) Closing fair value of plan assets 1395.72 1212.01 Closing Liability (net) recognised in Balance Sheet 200.60 161.26 Expected contribution to fund to be made in the next year 200.00 240.00
Page 277
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 245 The principal assumptions used in determining gratuity obligations for the Company’s plans are shown below: Particulars 31st March, 2025 31st March, 2024 Discount rate 6.40% 7.00% Salary growth rate 9.00% 9.00% Attrition rate 20.00% 20.00% Expected rate of return on assets (per annum) 7.00% 7.10% Percentage Break-down of total plan assets Particulars 31st March, 2025 31st March, 2024 Real estate 0.00% 0.00% Derivatives 0.00% 0.00% Investment Funds with Insurance Company 99.67% 99.66% Of which, Unit Linked 0.00% 0.00% Of which, Traditional/ Non-Unit Linked 99.67% 99.66% Asset-backed securities 0.00% 0.00% Structured debt 0.00% 0.00% Cash and cash equivalents 0.33% 0.34% Total 100.00% 100.00% Assumptions 31st March, 2025 31st March, 2024 Discount rate Discount rate Sensitivity level 1% increase 1% decrease 1% increase 1% decrease Impact on defined benefit obligation [Increase/(Decrease)] (80.08) 88.56 (67.21) 74.08 Assumptions 31st March, 2025 31st March, 2024 Salary Growth Rate Salary Growth Rate Sensitivity level 1% increase 1% decrease 1% increase 1% decrease Impact on defined benefit obligation [Increase/(Decrease)] 85.52 (78.95) 71.95 (66.61) Assumptions 31st March, 2025 31st March, 2024 Withdrawal Rate Withdrawal Rate Sensitivity level 1% increase 1% decrease 1% increase 1% decrease Impact on defined benefit obligation [Increase/(Decrease)] (15.87) 17.10 11.51 (12.33) The weighted average duration of the defined benefit obligation as at 31st March, 2025 is 4 years (2024: 4 years) The fund is administered by Life Insurance Corporation of India (“LIC”) and Kotak Life Insurance. The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled. The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. The defined benefit plans expose the Company to a number of actuarial risks as below: Investment Risks - The company’s performance is directly affected by the over- or under-performance of the investment assets of the gratuity plan. Inadequate performance could, among others, increase the future employer contributions. Interest Rate Risk - This is the risk associated with a rise or fall in the interest rate which could affect liability and asset values. The plan is exposed to the interest rate risk toward its liability and asset values. Regulatory Risk - The gratuity plan is exposed to multiple regulatory risks e.g., increase in the statutory benefit definition for gratuity. Higher costs from regulatory oversight of organisation pensions or from compliance toward existing trust and funding-related obligations (e.g., minimum funding requirements) contribute to the regulatory risks.
Page 278
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 246 Salary and earnings inflation Risk - The Salary growth rate assumption is the company’s estimate of future salary increases take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. In a ‘final salary’ gratuity plan, the risk of higher earnings-inflation and merit-related salary growth could outweigh the assumptions employed for the valuation and increase the company’s future defined benefit obligation. The principal assumptions used in determining leave encashment obligations for the Company’s plans are shown below: Particulars 31st March, 2025 31st March, 2024 Discount rate 6.40% 7.00% Attrition rate 20.00% 20.00% Salary Growth Rate 9.00% 9.00% The discount rate is based on the prevailing market yields of Government of India securities as at the balance sheet date for the estimated term of the obligations. The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors. Note 39: Maturity analysis of assets and liabilities The table below shows an analysis of assets and liabilities analysed according to when they are expected to be recovered or settled. Derivatives have been classified to mature and/or be repaid within 12 months, regardless of the actual contractual maturities of the products. With regard to loans and advances to customers, the Company uses the same basis of expected repayment behaviour as used for estimating the EIR. Issued debt reflect the contractual coupon amortisations. Particulars 31st March, 2025 31st March, 2024 Within 12 months After 12 months Total Within 12 months After 12 months Total Assets Financial assets Cash and cash equivalents 27,895.66 - 27,895.66 15,293.86 - 15,293.86 Bank Balance other than above 1,490.41 759.52 2,249.93 1,500.06 573.58 2,073.64 Derivative Financial Instruments (34.99) 336.17 301.17 - - - Loans 278,619.92 55,410.26 334,030.18 236,797.28 53,791.64 290,588.92 Investments 3,063.48 15,155.04 18,218.53 54.39 17,601.32 17,655.71 Other Financial assets 4,300.29 531.16 4,831.45 2,662.30 248.54 2,910.84 Non-financial Assets - - Current tax assets (net) 661.06 - 661.06 524.94 - 524.94 Deferred tax assets (net) - 936.68 936.68 - 929.54 929.54 Property, plant and equipment - 4,095.21 4,095.21 - 3,597.31 3,597.31 Capital work-in-progress - 114.70 114.70 - 333.46 333.46 Right of Use Asset - 4,253.41 4,253.41 - 4,448.36 4,448.36 Other Intangible assets - 174.04 174.04 - 107.27 107.27 Other non financial assets 486.01 107.67 593.67 436.66 30.09 466.75 Total assets 316,481.83 81,873.86 398,355.69 257,269.49 81,661.11 338,930.60 Liabilities Financial Liabilities Derivative financial instruments - - - - 110.22 110.22 Payables 1,003.91 - 1,003.91 1,066.25 - 1,066.25 Debt Securities 14,773.07 46,782.30 61,555.37 17,345.59 26,994.22 44,339.81 Borrowings (other than debt security) 124,890.50 84,013.10 208,903.60 121,927.46 58,401.05 180,328.51 Subordinated Liabilities - - - - - - Lease Liability - 5,236.13 5,236.13 - 5,339.14 5,339.14 Other Financial liabilities 1,836.68 687.27 2,523.95 1,936.31 604.71 2,541.02 Non-financial Liabilities - Provisions 623.57 - 623.57 573.07 - 573.07 Other non-financial liabilities 580.80 - 580.80 1,139.90 - 1,139.90 Total Liabilities 143,708.53 136,718.79 280,427.32 143,988.59 91,449.33 235,437.93 Net 172,773.31 (54,844.93) 117,928.37 113,280.91 (9,788.23) 103,492.68
Page 279
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 247 Note 40: Change in liabilities arising from financing activities Particulars As at 31st March, 2024 Cash Flows Ind AS Adjustments As at 31st March, 2025 Debt Securities 44,339.81 17,600.27 (384.71) 61,555.37 Borrowings other than debt securities 180,328.51 28,779.20 (204.11) 208,903.60 Lease Liability 5,339.14 794.09 (897.10) 5,236.13 Subordinated Liabilities - - - - Total 230,007.46 47,173.57 (1,485.93) 275,695.09 Particulars As at 31st March, 2023 Cash Flows Ind AS Adjustments As at 31st March, 2024 Debt Securities 49,608.07 (4,806.38) (461.89) 44,339.81 Borrowings other than debt securities 142,685.00 37,785.81 (142.30) 180,328.51 Lease Liability 5,743.43 595.82 (1,000.11) 5,339.14 Subordinated Liabilities - - - - Total 198,036.50 33,575.25 (1,604.30) 230,007.46 Note 41: Contingent Liabilities, Commitments & Leases Note 41 (i): Contingent Liabilities Particulars As at 31st March, 2025 As at 31st March, 2024 A. Claims against the Company not acknowledged as Debts a. In respect of Income Tax Demands where the company has filed appeal before various authorities 888.10 917.28 b. In respect of GST(Goods and Service Tax) where the company has filed appeal before various authorities 127.89 33.13 c. In respect of VAT(Value Added Tax) where the company has filed appeal before various authorities 53.24 44.99 Total 1,069.23 995.40 Notes; (a) Applicability of K erala Money Lenders’ Act : The Company has challenged in the Hon’ble Supreme Court the order of Hon’ble Kerala High Court upholding the applicability of Kerala Money Lenders Act to NBFCs. The Hon’ble Supreme Court has directed that a status quo on the matter shall be maintained and the matter is currently pending with the Hon’ble Supreme Court. The Company has taken legal opinion on the matter and based on such opinion the management is confident of a favourable outcome. Pending the resolution of the same, no adjustments have been made in the financial statements for the required license fee and Security deposits. b) The company has some labour cases pending against it in various courts and with labour commissioners of various states. The company’s liability for these cases are not disclosed since actual liability to be provided is unascertainable. Note 41 (ii): Commitments Particulars As at 31st March, 2025 As at 31st March, 2024 Estimated amount of contracts remaining to be executed on capital account, net of advances 41.30 340.73 Commitments Related To Loans Sanctioned but undrawn 6,730.07 4,000.00 Total 6,771.37 4,340.73
Page 280
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 248 Note 41 (iii): Lease Disclosures (entity as a lessee) (a) Leases of Br anch Premises (i) Ind AS 116 “Leases” is applied to all lease contracts. The company recorded the lease liability at the present value of the lease payments discounted at the incremental borrowing rate of the company and the right of use (ROU) asset at measured at the amount of the initial measurement of the lease liability. (ii) The foll owing is the summary of practical expedients elected on initial application: 1. Applied a single disc ount rate to a portfolio of leases of similar assets in similar economic environment with a similar end date. Discount rate has been taken as the Incremental Borrowing rate of borrowings with similar tenure. 2. Applied the exemption not to recognize right-of-use assets and liabilities for leases with less than 12 months of lease term on the date of initial application. 3. Excl uded the initial direct costs from the measurement of the right-of-use asset at the date of initial application. (iii) The entity takes br anch premises on lease. Below are the changes made during the year in the carrying value of: -Right -of-use assets Particulars Amount Balance as at 31st March, 2023 4,978.66 Additions 475.02 Depreciation on ROU Assets (1,005.32) Balance as at 31st March, 2024 4,448.36 Additions 941.36 Deletion (126.53) Depreciation on ROU Assets (1,009.78) Balance as at 31st March, 2025 4,253.41 -Lease liabilities Particulars Amount Balance as at 31st March, 2023 5,743.43 Additions 475.02 Deletion - Payment of Lease liabilities (1,400.83) Finance cost accrued during the period 521.52 Balance as at 31st March, 2024 5,339.14 Additions 941.36 Deletion (98.64) Payment of Lease liabilities (1,440.13) Finance cost accrued during the period 494.41 Balance as at 31st March, 2025 5,236.13 - Amounts r ecognised in profit and loss Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 Depreciation expense on right-of-use assets 1,009.78 1,005.32 Interest expense on lease liabilities 494.41 521.52 The t otal cash outflow for leases amount to `1440.13 Mn (for the period ended 31st March, 2024 ` 1,400.83 Mn)
Page 281
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 249 Maturity analysis of Lease Liability Particulars As at 31st March, 2025 As at 31st March, 2024 Not later than one year 1,415.37 747.33 Later than one year but not later than four years 3,161.34 356.52 Later than four years 659.42 4,235.29 5,236.13 5,339.14 The entity does not fac e a significant liquidity risk with regard to its lease liabilities. Lease liabilities are monitored within the entity’s treasury function. (b) Lease of Short Period (Less than 12 months ) The leases of certain premises are less than 12 months and hence are considered as short term leases and are exempted from the scope of leases under Ind AS 116. During the year, the Company charged off ` 145.98 Mn (Previous year ` 144.93 Mn) as rent expenses on short term leases. Note 42: Related Party Disclosures Relationship Name of the party Subsidiary company Manappuram Home Finance Limited Asirvad Microfinance Limited Manappuram Insurance Brokers Limited Manappuram Comptech and Consultants Limited Associates / Enterprises owned or significantly influenced by key management personnel or their relatives. Manappuram Jewellers Limited Manappuram Agro Farms Limited Manappuram Foundation Manappuram Health Care Limited Manappuram Construction and Consultants Limited Manappuram Chit Funds Company Private Limited * MABEN Nidhi Limited Manappuram Asset Finance Limited Manappuram Chits (Karnataka) Private Limited * Manappuram Chits India Limited Adlux Medicity and Convention Centre Private Limited* MAFIN Enterprise * Manappuram travels* Manappuram Chits * SNST Advisories Private Limited* DTA Advisory Private Limited* DTB Advisory Private Limited* DT3 Advisory Private Limited* Finance Industry Development Council Kalyani Forge Limited* Aquapharm Chemical Limited* TVS Credit Services Limited* Pramerica Life Insurance Limited* Abans Global Ltd, UK*
Page 282
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 250 Relationship Name of the party Mukundapuram Educational and Cultural Society* Orange Retail Finance India Private Limited* Manappuram Finance Employees Group Gratuity Fund Trust Earthables Projects LLP* HDFC Credila Financial Services Limited* Fenca Ltd UK (Formerly known as Fast Encash Money Transfer Services - Ltd)* Rebar Design and Details Ltd* Saral Money Ltd* Association of UK Payment and Fintech Companies* Firstsource Solutions Limited* Gateway Gardens ( Block B) Management Ltd* InCred Financial Services Limited* Value Finance Corporation Limited* Value Finance Ltd* Cochin International Airport Limited* Indian Institute of Management, Kozhikode* India Shelter Finance Corporation Limited* Morgan & Harvey Services Ltd* PCBL Chemical Limited* Minda Instruments Limited* Minda Corporation Limited* GPS Renewables Private Limited* Aavali Solutions Private Limited* Guru Deva International Mission* MACARE Dental Care Private Limited* Federation of Indian Chambers of Commerce and Industry Infomerics Valuation And Rating Limited Stallion Onebyte Private Limited Manikandan Associates Key Management Personnel Mr. V P Nandakumar - Managing Director & CEO Mr. Shailesh J Mehta - Chairman Ms. Sumitha Nandan - Whole Time Director Ms. Pratima Ram - Non-Executive Director Mrs. Bindu AL - Chief Financial Officer Mr. Manoj Kumar VR - Company Secretary Mr. Suseel Kumar T C - Non-Executive Director Mr. Sankaran Nair Rajagopal - Non-Executive Director Adv. Veliath Pappu Seemandini - Non-Executive Director Mr. Abhijit Sen - Non-Executive Director Mr. Harshan Kollara - Non-Executive Director Mr. E K Bharat Bhushan - Non-Executive Director Adv. V.R.Ramachandran - Non-Executive Director (tenure completed w.e.f. 31 th July, 2024)
Page 283
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 251 Relationship Name of the party Mr. P.Manomohanan - Non-Executive Director (tenure completed w.e.f. 31th July, 2024) Mr. S R Balasubramanian - Non-Executive Director (resigned w.e.f. 09 th May 2024) Relatives of Key Management Personnel Mrs. Sushama Nandakumar (wife of Mr. V P Nandakumar) Mr. Sooraj Nandan (son of Mr. V P Nandakumar) Mr. Suhas Nandan (son of Mr. V P Nandakumar) Mrs. Shelly Ekalavyan (sister of Mr. V P Nandakumar)* Mrs. Jyothi Prasannan(sister of Mr.V.P.Nandakumar) Mr. Jayasankar S (Daughter's Husband of Mr. V P Nandakumar)* Ms. Shruthi (Son's Wife of Mr. V P Nandakumar)* Ms. Niniraj (Son's Wife of Mr. V P Nandakumar)* Ms. Tamashree Sen (Wife of Mr. Abhijit Sen)* Ms. Arati sen (Mother of Mr. Abhijit Sen)* Mr. Rohan Sen (Son of Mr. Abhijit Sen)* Mr. Vivek Sen (Son of Mr. Abhijit Sen)* Ms. Snehal Naik (Son's Wife of Mr. Abhijit Sen)* Ms. Amanda Barbee (Son's Wife of Mr. Abhijit Sen)* Mr. Bishwajit Sen (Brother of Mr. Abhijit Sen)* Ms. Geeta Balasubramanian (Wife of Mr.S R Balasubramanian)* Mr. Ramnath Balasubramanian (Son of Mr.S R Balasubramanian)* Ms. Rajni Ramnath (Son's Wife of Mr.S R Balasubramanian)* Mr. S R Gopalakrishnan (Brother of Mr.S R Balasubramanian)* Ms. Subhadra Manomohan (Wife of Mr. P.Manomohanan)* Mr. Sajith (Son of Mr. P.Manomohanan)* Ms. Asha (Son's Wife of Mr. P.Manomohanan)* Mr. Balachandran (Brother of Mr. P.Manomohanan)* Mr. Suresh Kumar (Brother of Mr. P.Manomohanan)* Mr. Ragunath (Brother of Mr. P.Manomohanan)* Mr. Sreedharan (Brother of Mr. P.Manomohanan)* Ms. Leena NS (Wife of Mr. V.R. Ramachandran)* Ms. Anju VR (Daughter of Mr. V.R. Ramachandran)* Mr. Rithwik V R (Son of Mr. V.R. Ramachandran)* Mr. Sethunath S R(Daughter’s Husband of Mr. V.R. Ramachandran)* Ms. Indira (Sister of Mr. V.R. Ramachandran)* Mr. Sreedharan (Brother of Mr. V.R. Ramachandran)* Mr. Paranunni (Brother of Mr. V.R. Ramachandran)* Mr. Rishikeshan (Brother of Mr. V.R. Ramachandran)* Mr. Nandakumar Kollara (Son of Mr. Harshan Kollara)* Mr. Jaihari Kollara (Son of Mr. Harshan Kollara)* Mrs. Elena T Kollara (Son's Wife of Mr. Harshan Kollara)* Dr.Sugathan Kollara (Brother of Mr. Harshan Kollara)* Mr. Sreenath Kollara (Brother of Mr. Harshan Kollara)* Ms. Sarala K S (Sister of Mr. Harshan Kollara)* Ms. Jayanthy K S (Sister of Mr. Harshan Kollara)*
Page 284
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 252 Relationship Name of the party Ms. Sunitha K S (Sister of Mr. Harshan Kollara)* Ms. Kalpa (Wife of Mr. Shailesh J. Mehta)* Mr. Sameet S. Mehta (Son of Mr. Shailesh J. Mehta)* Mr. Kirtee S. Mehta (Son of Mr. Shailesh J. Mehta)* Ms. Sheetal Fisher (Daughter of Mr. Shailesh J. Mehta)* Mr. Sean Fisher (Daughter's Husband of Mr. Shailesh J. Mehta)* Mr. Sanjay Jayantilal Mehta (Brother of Mr. Shailesh J. Mehta)* Mr. Umesh Jayantilal Mehta (Brother of Mr. Shailesh J. Mehta)* Mr. S Ramasubramanian (Relative of Ms. Pratima Ram)* Ms. Jyotsna Ram (Daughter of Ms. Pratima Ram)* Mr. Prakash Patel (Brother of Ms. Pratima Ram)* Mr. Prabhuling Patel (Brother of Ms. Pratima Ram)* Ms. Pramila Byahatti (Sister of Ms. Pratima Ram)* Ms. Poornima Jairaj (Sister of Ms. Pratima Ram)* Ms. Vijayalakshmi Patel (Sister of Ms. Pratima Ram)* Ms. Anushka Jayasankar (Daughter of Ms. Sumitha Nandan)* Ms. Aashirya Jayasankar (Daughter of Ms. Sumitha Nandan)* Ms. Aswathy Sreevatsan (Daughter of Adv. Veliath Pappu Seemanthini )* Mr. Sumit Saseendran (Son in law of Adv. Veliath Pappu Seemanthini )* Mr. V P Sugunan (Brother of Adv. Veliath Pappu Seemanthini )* Ms. V P Lalitha (Sister of Adv. Veliath Pappu Seemanthini )* Ms. V P Surabhi (Sister of Adv. Veliath Pappu Seemanthini )* Ms. V P Geetha (Sister of Adv. Veliath Pappu Seemanthini )* Ms. Maya V. V (Wife of Mr. Suseel Kumar T. C)* Mr. Gautam Suseel (Son of Mr. Suseel Kumar T. C)* Ms. Gayathri (Daughter of Mr. Suseel Kumar T. C)* Mr. Nikhil Shyam (Daughter's Husband of Mr. Suseel Kumar T. C)* Mr. Nanda Kumar (Brother of Mr. Suseel Kumar T. C)* Mr. Gopa Kumar (Brother of Mr. Suseel Kumar T. C)* Mr. Sanal Kumar (Brother of Mr. Suseel Kumar T. C)* Ms. Geetha Bhaskar (Sister of Mr. Suseel Kumar T. C)* Ms. Betsy Rajagopal (Wife of Mr. Sankaran Nair Rajagopal)* Mr. Rahul Raja (Son of Mr. Sankaran Nair Rajagopal)* Ms. Rhea Raja (Daughter of Mr. Sankaran Nair Rajagopal)* Mr. Venu P Gopal (Brother of Mr. Sankaran Nair Rajagopal)* Mr. Sreekumar (Brother of Mr. Sankaran Nair Rajagopal)* Mr. Shibu Kumar (Brother of Mr. Sankaran Nair Rajagopal)* Mr. P K Vydiar (Father of Mr. E. K. Bharat Bhushan)* Ms. Rugmini (Mother of Mr. E. K. Bharat Bhushan)* Ms. Ranjana (Wife of Mr. E. K. Bharat Bhushan)* Mr. Virendra (Son of Mr. E. K. Bharat Bhushan)* Ms. Parvathy (Daughter of Mr. E. K. Bharat Bhushan)* Ms. Siji M G (Wife of Mr. Manoj Kumar V R)* Mr. V K Raman (Father of Mr. Manoj Kumar V R)* Ms. V K Vilasini (Mother of Mr. Manoj Kumar V R)*
Page 285
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 253 Relationship Name of the party Mr. Harikrishna M Manoj (Son of Mr. Manoj Kumar V R)* Mr. Naveen Kumar V R (Brother of Mr. Manoj Kumar V R)* Mr. Praveen V R (Brother of Mr. Manoj Kumar V R)* Ms. Geetha V R (Sister of Mr. Manoj Kumar V R)* Mr. Benny (Husband of Mrs. Bindhu AL)* Ms. Rosily Lonappan (Mother of Mrs. Bindhu AL)* Mr. Amal Benny (Son of Mrs. Bindhu AL)* Ms. Anna Ben (Daughter of Mrs. Bindhu AL)* Mr. Biju A L (Brother of Mrs. Bindhu AL)* Mr. Nelson A L (Brother of Mrs. Bindhu AL)* * No transactions with these related partieses
Page 286
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 254 Related Party transactions during the year: Particulars PARENT (AS PER OWNERSHIP OR CONTROL) SUBSIDIARIES ASSOCIATES/ JOINT VENTURES KEY MANAGEMENT PERSONNEL RELATIVES OF KEY MANAGEMENT PERSONNEL OTHERS TOTAL As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 Investment In Subsidiary Company - - 500.00 3,112.83 - - - - - - - - 500.00 3,112.83 Manappuram Home Finance Limited - - 500.00 - - - - - - - - - 500.00 - Asirvad Micro Finance Limited - - - 1,464.42 - - - - - - - - - 1,464.42 Manappuram Insurance Brokers Limited - - - - - - - - - - - - - - Manappuram Comptech And Consultants Limited - - - - - - - - - - - - - - Asirvad Micro Finance Limited - Subordinate Debt - - - 1,500.00 - - - - - - - - - 1,500.00 Interest Paid on Assignment Transaction - - 2.42 4.94 - - - - - - - - 2.42 4.94 Manappuram Home Finance Limited - - 2.42 4.94 - - - - - - - - 2.42 4.94 Sitting Fee To Directors: - - - - - - 7.69 7.58 - - - - 7.69 7.58 Mr. Abhijit Sen - - - - - - 1.03 0.93 - - - - 1.03 0.93 Mr. Harshan Kollara - - - - - - 1.09 1.02 - - - - 1.09 1.02 Mr. P Manomohanan - - - - - - 0.27 1.13 - - - - 0.27 1.13 Mr. Shailesh J. Mehta - - - - - - 1.14 1.10 - - - - 1.14 1.10 Mr. V.R. Ramachandran - - - - - - 0.20 0.78 - - - - 0.20 0.78 Mr.Balasubrahmanian - - - - - - 0.06 0.57 - - - - 0.06 0.57 Ms. Pratima - - - - - - 0.95 1.07 - - - - 0.95 1.07 Ms. Seemandhini - - - - - - 0.72 0.74 - - - - 0.72 0.74 Mr. T.C Suseel Kumar - - - - - - 0.82 0.12 - - - - 0.82 0.12 Dr. Sankaran Nair Rajagopal - - - - - - 0.76 0.08 - - - - 0.76 0.08 Mr.Edodiyil Kunhiraman Bharat Bhushan - - - - - - 0.67 0.04 - - - - 0.67 0.04 Commission Fee To Directors: - - - - - - 159.37 145.23 - - - - 159.37 145.23 Mr. V.P.Nandakumar - - - - - - 100.00 100.00 - - - - 100.00 100.00 Mr. Shailesh J. Mehta - - - - - - 19.00 11.50 - - - - 19.00 11.50 Mr. P Manomohanan - - - - - - 1.03 3.10 - - - - 1.03 3.10 Mr. V.R. Ramachandran - - - - - - 1.03 4.70 - - - - 1.03 4.70 Mr. Abhijit Sen - - - - - - 7.90 5.40 - - - - 7.90 5.40 Mr. Harshan Kollara - - - - - - 4.90 3.90 - - - - 4.90 3.90 Mr. Balasubrahmanian - - - - - - - 3.10 - - - - - 3.10 Ms. Pratima Ram - - - - - - 3.60 3.10 - - - - 3.60 3.10 Ms. V P Seemanthini - - - - - - 3.60 3.10 - - - - 3.60 3.10 Ms. Sumitha Nandan - - - - - - 7.50 5.00 - - - - 7.50 5.00
Page 287
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 255 Particulars PARENT (AS PER OWNERSHIP OR CONTROL) SUBSIDIARIES ASSOCIATES/ JOINT VENTURES KEY MANAGEMENT PERSONNEL RELATIVES OF KEY MANAGEMENT PERSONNEL OTHERS TOTAL As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 Mr. T. C Suseel Kumar - - - - - - 3.60 1.29 - - - - 3.60 1.29 Dr. Sankaran Nair Rajagopal - - - - - - 3.60 0.78 - - - - 3.60 0.78 Mr.Edodiyil Kunhiraman Bharat Bhushan - - - - - - 3.60 0.26 - - - - 3.60 0.26 Remuneration To Directors - - - - - - 138.37 117.34 - - - - 138.37 117.34 Mr. V.P.Nandakumar - - - - - - 121.50 106.88 - - - - 121.50 106.88 Ms. Sumitha Nandan - - - - 16.88 10.46 - - - - 16.88 10.46 Remuneration To Other Kmps - - - - - - 20.54 18.98 - - - - 20.54 18.98 Ms. Bindu A.L - - - - - - 15.94 14.79 - - - - 15.94 14.79 Mr. Manoj Kumar V R - - - - - - 4.60 4.20 - - - - 4.60 4.20 Remuneration Paid To Relative Of Kmp - - - - - - - - 1.38 1.38 - - 1.38 1.38 Mr. Suhas Nandan - - - - - - - - 1.38 1.38 - - 1.38 1.38 Incentive - - - - - - 2.42 2.42 - - - - 2.42 2.42 Ms. Bindu A.L – CFO - - - - - - 2.42 2.42 - - - - 2.42 2.42 CSR Paid - - - - 389.61 444.69 - - - - 389.61 444.69 Manappuram Foundation - - - - 389.61 444.69 - - - - - - 389.61 444.69 Payment To Gratuity Trust - - - - 249.18 222.92 - - - - - - 249.18 222.92 Manppuram Group Gratuity Trust(Approved) - - - - 249.18 222.92 - - - - - - 249.18 222.92 Rent Paid - - 2.35 1.69 7.37 6.98 - - 0.18 0.17 - - 9.90 8.84 Mr. Suhas Nandan - - - - - - - - 0.18 0.17 - - 0.18 0.17 Manappuram Agro Farms Limited - - - - 7.37 6.98 - - - - - - 7.37 6.98 Asirvad Micro Finance Limited - - 2.35 1.69 - - - - - - - - 2.35 1.69 Membership and Subscription Fee Paid Finance Industry Development Council - - - - 0.10 0.10 - - - - - - 0.10 0.10 Federation of Indian Chambers of Commerce & Industry (FICCI) - - - - 0.70 0.78 - - - - - - 0.70 0.78 Advertisement Expense - - - - - 2.56 - - - - - - - 2.56 Federation Of Indian Chambers Of Commerce & Industry (FICCI) - - - - - 2.53 - - - - - - - 2.53 Masters Games Association - - - - - 0.03 - - - - - - - 0.03 Reimbursement Expense Paid - - - - - - 0.92 0.80 - - - - 0.92 0.80 Mr. V.P.Nandakumar - - - - - - 0.92 0.80 - - - - 0.92 0.80
Page 288
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 256 Particulars PARENT (AS PER OWNERSHIP OR CONTROL) SUBSIDIARIES ASSOCIATES/ JOINT VENTURES KEY MANAGEMENT PERSONNEL RELATIVES OF KEY MANAGEMENT PERSONNEL OTHERS TOTAL As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 Technical Charges Paid - - 248.32 185.03 - - - - - - - - 248.32 185.03 Manappuram Comptech And Consultants Limited - - 248.32 185.03 - - - - - - - - 248.32 185.03 Maintenance And Repairs Paid - - - 3.59 - - - - - - - - - 3.59 Manappuram Comptech And Consultants Limited - - - 3.59 - - - - - - - - - 3.59 Rating Fee Paid - - - - - - - - - - 0.86 - 0.86 - Infomerics Valuation and Rating Private Limited - - - - - - - - - - 0.86 - 0.86 - Stationery Expenses Paid - - - - - - - - - - 0.00 - 0.00 - Stallion Onebyte Private Limited - - - - - - - - - - 0.00 - 0.00 - Professional Charges - - - - - - - - - - 1.64 - 1.64 - Manikandan And Associates - - - - - - - - - - 1.64 - 1.64 - Dividend Paid to Promoter and their relatives - - - - - - 983.42 810.00 209.99 173.24 - - 1,193.40 983.24 Service fee and Penalty Received - - 0.06 0.21 - - - - - - - - 0.06 0.21 Manappuram Home Finance Limited - - 0.06 0.21 - - - - - - - - 0.06 0.21 Interest Received - Corporate Loan - - 2.81 58.35 - - - - - - - - 2.81 58.35 Manappuram Home Finance Limited - - 2.81 10.56 - - - - - - - - 2.81 10.56 Manappuram Asset Finance Limited - - - - - - - - - - - - - - Spandana Sphoorty Financial Limited - - - - - - - - - - - - - - Asirvad Micro Finance Limited - - - 47.79 - - - - - - - - - 47.79 Interest Received on Subordinated Debt - - 20.34 - - - - - - - - - 20.34 - Asirvad Micro Finance Limited - - 20.34 - - - - - - - 20.34 - Rent Waived - - - - 12.62 11.00 - - - - - - 12.62 11.00 Manappuram Foundation - - - - 12.62 11.00 - - - - - - 12.62 11.00 Printing of Notices and Bill Book - - - - 2.57 2.86 - - - - - - 2.57 2.86 Manappuram Foundation - - - - 2.57 2.86 - - - - - - 2.57 2.86 Rent Received - - 7.99 8.81 1.56 1.73 - - - - - - 9.55 10.54 Manappuram Jewellers Limited - - - - 1.56 1.48 - - - - - - 1.56 1.48 Manappuram Agro Farms Limited - - - - 0.25 - - - - - - - 0.25 Manappuram Insurance Brokers Limited - - 1.61 1.53 - - - - - - - - 1.61 1.53 Manappuram Comptech And Consultants Limited - - 4.90 4.67 - - - - - - - - 4.90 4.67 Asirvad Micro Finance Limited - - 1.49 2.61 - - - - - - - - 1.49 2.61 Manappuram Foundation - - - - 0.001 0.001 - - - - - - 0.001 0.001
Page 289
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 257 Particulars PARENT (AS PER OWNERSHIP OR CONTROL) SUBSIDIARIES ASSOCIATES/ JOINT VENTURES KEY MANAGEMENT PERSONNEL RELATIVES OF KEY MANAGEMENT PERSONNEL OTHERS TOTAL As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 Electricity Charge Received - - 0.40 0.39 0.46 0.51 - - - - - - 0.87 0.90 Manappuram Jewellers Limited - - - - 0.46 0.43 - - - - - - 0.46 0.43 Manappuram Insurance Brokers Limited - - 0.40 0.39 0.40 0.39 Manappuram Foundation - - - - - - - - - - - - Manappuram Agro Farms Limited - - - - - 0.08 - - - - - - - 0.08 Rent & Reimbursement Expense Received - - 6.82 18.06 - - - - - - - - 6.82 18.06 Manappuram Comptech And Consultants Limited - - 1.98 1.81 - - - - - - - - 1.98 1.81 Asirvad Micro Finance Limited - - 0.34 7.60 - - - - - - - - 0.34 7.60 Manappuram Home Finance Limited - - 4.49 8.65 - - - - - - - - 4.49 8.65 Fee from Education And Training Services - - 6.94 6.96 0.72 0.67 - - - - - - 7.66 7.63 Manappuram Jewellers Limited - - - - 0.13 0.11 - - - - - - 0.13 0.11 Manappuram Insurance Brokers Limited - - 0.02 0.02 - - - - - - - - 0.02 0.02 Asirvad Micro Finance Limited - - 5.93 6.08 - - - - - - - - 5.93 6.08 Maben Nidhi Limited - - - - 0.16 0.14 - - - - - - 0.16 0.14 Manappuram Asset Finance Limited - - - - 0.28 0.26 - - - - - - 0.28 0.26 Manappuram Chits India Limited - - - - 0.04 0.04 - - - - - - 0.04 0.04 Manappuram Comptech And Consultants Limited - - 0.21 0.18 - - - - - - - 0.21 0.18 Manappuram Agro Farms Limited - - - - 0.04 0.04 - - - - - - 0.04 0.04 Manappuram Health Care Limited - - - - 0.07 0.08 - - - - - - 0.07 0.08 Manappuram Home Finance Limited - - 0.78 0.68 - - - - - - - - 0.78 0.68 Education And Training Services Provided in FY 2022-23 Received in FY 2023-24 - - - - - 1.17 - - - - - - - 1. 17 Manappuram Agro Farms Limited - - - - - 0.43 - - - - - - - 0.43 Manappuram Health Care Limited - - - - - 0.74 - - - - - - - 0.74 Dividend Income Received - - - 150.00 - - - - - - - - - 150.00 Manappuram Insurance Brokers Limited - - - 150.00 - - - - - - - - - 150.00 Corporate Loan Given To - - 250.00 1,700.00 - - - - - - - - 250.00 1,700.00 Manappuram Home Finance Limited - - 250.00 500.00 - - - - - - - - 250.00 500.00 Asirvad Micro Finance Limited - - - 1,200.00 - - - - - - - - - 1,200.00 Repayment Of Corporate Loan From - - 250.00 3,000.00 - - - - - - - - 250.00 3,000.00 Manappuram Home Finance Limited - - 250.00 500.00 - - - - - - - - 250.00 500.00 Asirvad Micro Finance Limited - - - 2,500.00 - - - - - - - - - 2,500.00
Page 290
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 258 Particulars PARENT (AS PER OWNERSHIP OR CONTROL) SUBSIDIARIES ASSOCIATES/ JOINT VENTURES KEY MANAGEMENT PERSONNEL RELATIVES OF KEY MANAGEMENT PERSONNEL OTHERS TOTAL As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 Principal Repayment On Assignment Transaction - - 8.63 13.37 - - - - - - - - 8.63 13.37 Manappuram Home Finance Limited - - 8.63 13.37 - - - - - - - - 8.63 13.37 Recovery of Income - - 45.05 - - - - - - - - - 45.05 - Manappuram Comptech And Consultants Limited - - 45.05 - - - - - - - - - 45.05 - Balance Outstanding As At The Year End: - - - - - - - - - - - - - - Security Deposit - - 3.39 4.76 0.39 0.39 - - - - - - 3.78 5.15 Manappuram Foundation - - 0.19 0.19 - - - - - - 0.19 0.19 Manappuram Jewellers Limited - - - - 0.16 0.16 - - - - - - 0.16 0.16 Manappuram Agro Farms Limited - - - - 0.04 0.04 - - - - - - 0.04 0.04 Manappuram Insurance Brokers Limited - - 0.54 0.54 - - - - - - - - 0.54 0.54 Indirect Related Party Transaction - - - - - - - - - - - - - - Manappuram Insurance Brokers Limited - - 2.84 4.22 - - - - - - - - 2.84 4.22 Corporate Loan Outstanding - - - - - - - - - - - - - - Manappuram Home Finance Limited - - - - - - - - - - - - Asirvad Micro Finance Limited - - - - - - - - - - - - - - Corporate Loan Outstanding -Secured Undrawn line of Credit Manappuram Home Finance Limited - - 1,500.00 1,500.00 - - - - - - - - 1,500.00 1,500.00 Asirvad Micro Finance Limited - - 5,000.00 2,500.00 - - - - - - - - 5,000.00 2,500.00 Maximum amount outstanding during the year Manappuram Home Finance Limited - - 250.00 500.00 - - - - - - - - 250.00 500.00 Asirvad Micro Finance Limited - - - 2,500.00 - - - - - - - - - 2,500.00 Investment Outstanding Manappuram Home Finance Limited - - 2,572.90 2,072.90 - - - - - - - - 2,572.90 2,072.90 Asirvad Micro Finance Limited - - 10,777.57 10 ,777.57 - - - - - - - - 10,777.57 10,777.57 Manappuram Insurance Brokers Limited - - 26.11 26.11 - - - - - - - - 26.11 26.11 Manappuram Comptech And Consultants Limited - - 84.38 59.50 - - - - - - - - 84.38 59.50 Subordinated Debt in Asirvad Microfinance Limited - - 1,647.14 1,648.41 - - - - - - - - 1,647.14 1,648.41 Advance for investment in subsidiary - Manappuram Comptech and Consultants Limited - - 0.37 0.37 - - - - - - - - 0.37 0.37
Page 291
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 259 Particulars PARENT (AS PER OWNERSHIP OR CONTROL) SUBSIDIARIES ASSOCIATES/ JOINT VENTURES KEY MANAGEMENT PERSONNEL RELATIVES OF KEY MANAGEMENT PERSONNEL OTHERS TOTAL As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 Investment - Maximum Amount Outstanding during the year Manappuram Home Finance Limited - - 2,572.90 2,072.90 - - - - - - - - 2,572.90 2,072.90 Asirvad Micro Finance Limited - - 10,777.57 10,777.57 - - - - - - - - 10,777.57 10,777.57 Manappuram Insurance Brokers Limited - - 26.11 26.11 - - - - - - - - 26.11 26.11 Manappuram Comptech And Consultants Limited - - 84.38 59.50 - - - - - - - - 84.38 59.50 Subordinated Debt in Asirvad Microfinance Limited - - 1,647.14 1,648.41 - - - - - - - - 1,647.14 1,648.41 Advance for investment in subsidiary - Manappuram Comptech and Consultants Limited - - 0.37 0.37 - - - - - - - - 0.37 0.37 Amount Receivable From Related Parties - - - - - - - - - - - - - - Education and Training Fee Receivable 1.55 6.27 0.18 0.41 Asirvad Micro Finance Limited - - 1.49 6.08 - - - - - - - - 1.49 6.08 Manappuram Insurance Brokers Limited - - 0.00 0.02 - - - - - - - - 0.00 0.02 Manappuram Comptech And Consultants Limited - - 0.06 0.18 - - - - - - - - 0.06 0.18 Manappuram Foundation - - - - - - - - - - - - - - Manappuram Jewellers Limited - - - - 0.04 0.11 - - - - - - 0.04 0.11 Manappuram Agro Farms Limited - - - - 0.01 0.04 - - - - - - 0.01 0.04 Maben Nidhi Limited - - - - 0.04 0.14 - - - - - - 0.04 0.14 Manappuram Asset Finance Limited - - - - 0.07 - - - - - - 0.07 - Manappuram Chits India Limited - - - - 0.01 0.04 - - - - - - 0.01 0.04 Manappuram Health Care Limited - - - - 0.02 0.08 - - - - - - 0.02 0.08 Interest Receivable on Subordianted Debt - - 147.95 148.41 - - - - - - - - 147.95 148.41 Asirvad Micro Finance Limited - - 147.95 148.41 - - - - - - - - 147.95 148.41 Amount Recoverable - - 148.76 - - - - - - - - - 148.76 - Manappuram Comptech And Consultants Limited - - 148.76 - - - - - - - - - 148.76 - Amounts Payable To Related Parties - - Commission Fee To Directors: - - - - - - 159.37 145.23 - - - - 159.37 145.23 Mr. V.P.Nandakumar - - - - - - 100.00 100.00 - - - - 100.00 100.00 Mr.Shailesh J. Mehta - - - - - - 19.00 11.50 - - - - 19.00 11.50 Mr.P Manomohanan - - - - - - 1.03 3.10 - - - - 1.03 3.10 Mr.V.R. Ramachandran - - - - - - 1.03 4.70 - - - - 1.03 4.70 Mr.Abhijit Sen - - - - - - 7.90 5.40 - - - - 7.90 5.40
Page 292
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 260 Particulars PARENT (AS PER OWNERSHIP OR CONTROL) SUBSIDIARIES ASSOCIATES/ JOINT VENTURES KEY MANAGEMENT PERSONNEL RELATIVES OF KEY MANAGEMENT PERSONNEL OTHERS TOTAL As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 Mr.Harshan Kollara - - - - - - 4.90 3.90 - - - - 4.90 3.90 Mr.Balasubrahmanian - - - - - - - 3.10 - - - - - 3.10 Ms. Pratima Ram - - - - - - 3.60 3.10 - - - - 3.60 3.10 Ms.V P Seemanthini - - - - - - 3.60 3.10 - - - - 3.60 3.10 Ms. Sumitha Nandan - - - - - - 7.50 5.00 - - - - 7.50 5.00 Mr. T.C Suseel Kumar - - - - - - 3.60 1.29 - - - - 3.60 1.29 Dr. Sankaran Nair Rajagopal - - - - - - 3.60 0.78 - - - - 3.60 0.78 Mr.Edodiyil Kunhiraman Bharat Bhushan - - - - - - 3.60 0.26 - - - - 3.60 0.26 Sitting Fee Payable - - - - - - 1.25 0.09 - - - - 1.25 0.09 Mr.Abhijit Sen - - - - - - 0.19 - - - - - 0.19 - Mr.Harshan Kollara - - - - - - 0.18 - - - - - 0.18 - Mr.P Manomohanan - - - - - - - 0.02 - - - - - 0.02 Mr.Shailesh J. Mehta - - - - - - 0.18 - - - - - 0.18 - Mr.V.R. Ramachandran - - - - - - - 0.02 - - - - - 0.02 Mr.Balasubrahmanian - - - - - - - - - - - - - - Ms. Pratima - - - - - - 0.18 0.02 - - - - 0.18 0.02 Ms. Seemandhini - - - - - - 0.13 - - - - - 0.13 - Mr. T.C Suseel Kumar - - - - - - 0.19 - - - - - 0.19 - Dr. Sankaran Nair Rajagopal - - - - - - 0.10 - - - - - 0.10 - Mr.Edodiyil Kunhiraman Bharat Bhushan - - - - - - 0.13 0.04 - - - - 0.13 0.04 Incentive Payable - - - - - - 2.42 2.42 - - - - 2.42 2.42 Ms. Bindu A.L - - - - - - 2.42 2.42 - - - - 2.42 2.42 Rating Fee Payable - - - - 0.52 - 0.52 - Infomerics Valuation And Rating Limited 0.52 - 0.52 - Rent Payable - - 0.20 - 0.72 0.48 0.92 0.48 Asirvad Micro Finance Limited - - 0.20 - - - - - - - - - 0.20 - Manappuram Agro Farms Limited - - - - 0.72 0.48 - - - - - - 0.72 0.48 IT Support Cost Payable - - 28.84 14.26 28.84 14.26 Manappuram Comptech And Consultants Limited - - 28.84 14.26 - - - - - - - 28.84 14.26 Assignment Transaction-Payable 0.92 3.05 0.92 3.05 Manappuram Home Finance Limited - - 0.92 3.05 - - - - - - - - 0.92 3.05
Page 293
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 261 Particulars PARENT (AS PER OWNERSHIP OR CONTROL) SUBSIDIARIES ASSOCIATES/ JOINT VENTURES KEY MANAGEMENT PERSONNEL RELATIVES OF KEY MANAGEMENT PERSONNEL OTHERS TOTAL As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 Stationery Expenses Payable - - - - Stallion Onebyte Private Limited - - - - Retention Payable - 0.38 - 0.38 Manappuram Construction And Consultants Limited - - - - - 0.38 - - - - - - - 0.38 Note: a) Related parties ha ve been identified on the basis of the declaration received by the management and other records available. b) Loans giv en to related parties are repayable on demand. c) Audit Committee Meeting hel d on 06.02.2024, granted approval of unsecured loan to Asirvad Microfinance Limited upto `250 Crores ( ` 130 Crores @9.25% in FY 2022-23 & ` 120 Crores @ 9.75% in FY 2023-24) and granted approval of unsecured loan to Manappuram Home Finance Limited ` 150 Crores @ 9.40% which are repayable after 12 months from the date of disbursement. d) The loans ha ve been utilised by the Manappuram Home Finance Limited for lending Home Loan and meeting the working capital requirements. e) The remuner ation to the key managerial personnel does not include the provisions made for gratuity and leave benefits, as they are determined on an actuarial basis for the company as a whole. f) Inv estment in Subordinate debt of Asirvad Micro Finance Limited carry interest @11.25%.
Page 294
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 262 Note 43: Capital Disclosures as required in Annex VII of RBI notification - RBI/DoR/2023-24/106 DoR.FIN.REC.No.45/03.10.119/2023- 24 dated 19 th October, 2023 ‘Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023’ , as amended from time to time to the extent applicable. Capital Management The primary objectives of the Company’s capital management policy are to ensure that the Company complies with externally imposed capital requirements and maintains strong credit ratings and healthy capital ratios in order to support its business and to maximise shareholder value. The Company manages its capital structure and makes adjustments to it according to changes in economic conditions and the risk characteristics of its activities. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividend payment to shareholders, return capital to shareholders or issue capital securities. No changes have been made to the objectives, policies and processes from the previous years. However, they are under constant review by the Board. The Company’s debt equity ratio as on 31 st March 2025 stands at 2.29 times (2.17 times as at 31st March, 2024). During the year ended 31st March, 2025, the Company has paid the interim dividend of `4.5/- per equity share for the year ended 31st March, 2025 amounting to `3,385.74 Mn (3.3 per equity share amounting to ` 2793.18 Mn for the year ended March 31 2024.) Regulatory capital As at 31st March, 2025 As at 31st March, 2024 Common Equity Tier1 (CET1) capital 111,789.57 96,645.14 Other Tier 2 capital instruments - - Total capital 111,789.57 96,645.14 Amount of subordinated debt raised as Tier-II Capital - - Amount raised by issue of Perpetual Debt Instrument - - Risk weighted assets 361,666.92 316,042.93 CET1 capital ratio 30.91% 30.58% CET2 capital ratio 0.00% 0.00% Total capital ratio 30.91% 30.58% Note 44: Fair Value Measurement 44.1 Valuation principles Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions , regardless of whether that price is directly observable or estimated using a valuation technique. In order to show how fair values have been derived, financial instruments are classified based on a hierarchy of valuation techniques as explained in the material accounting policies of the year ended 31 st March, 2025. 44.2 Valuation governance The Company’s process to determine fair values is part of its periodic financial close process. The Audit Committee exercises the overall supervision over the methodology and models to determine the fair value as part of its overall monitoring of financial close process and controls. The responsibility of ongoing measurement resides with business units . Once submitted, fair value estimates are also reviewed and challenged by the Risk and Finance functions.
Page 295
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 263 44.3 Assets and liabilities by fair value hierarchy The following table shows an analysis of financial instruments recorded at fair value by level of the fair value hierarchy: Particulars 31st March, 2025 31st March, 2024 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total I. Assets measured at f air value on a recurring basis Derivativ e financial instruments - - - - - - - - Cross Curr ency Swaps - 192.65 - 192.65 - 8.33 - 8.33 Forw ard Rate Agreements - 108.53 - 108.53 - - 0.00 Total derivative financial instruments - 301.17 - 301.17 - 8.33 - 8.33 Financial in vestments Equity Shar es 46.57 - - 46.57 0.36 - - 0.36 T otal financial investments 46.57 - - 46.57 0.36 - - 0.36 a. Assets measured at f air value on a recurring basis 46.57 301.17 - 347.74 0.36 8.33 - 8.70 b. Assets measured at f air value on a non- recurring basis - - - - - - - - c. Total Assets measured at fair value (a+b) 46.57 301.17 - 347.74 0.36 8.33 - 8.70 II. Liabilities measured at f air value on a recurring basis Derivativ e financial instruments Forw ard contracts - - - 0.00 - (118.55) - (118.55) Cross Curr ency Swaps - - - - - - - - d. Liabilities measured at f air value on a recurring basis - 0.00 - 0.00 - (118.55) - (118.55) e. Liabilities measured at f air value on a non-recurring basis - 0.00 - 0.00 - 0.00 - 0.00 f. Total Liabilities measured at fair value (d+e) - 0.00 - 0.00 - (118.55) - (118.55) 44.4 Valuation techniques Equity instruments Equity instruments in non-listed entities are initially recognised at transaction price and re-measured (to the extent information is available) and valued on a case-by-case and classified as Level 3. The Company uses prices from prior transactions without adjustment to arrive at the fair value. Prior transaction represents the price at which same investment was sold in the deal transaction. Quoted equity instruments on recognised stock exchange are valued at level 1 heirarchy being the unadjusted quoted price as at the reporting date. Cross Currency Swaps Interest rate derivatives include interest rate swaps, cross currency interest rate swaps, basis swaps and interest rate forwards (FRAs). The most frequently applied valuation techniques include forward pricing and swap models, using present value calculations by estimating future cash flows and discounting them with the appropriate yield curves incorporating funding costs relevant for the position. These contracts are generally Level 2 unless adjustments to yield curves or credit spreads are based on significant non-observable inputs, in which case, they are Level 3. Interest rate derivatives Interest rate derivatives include interest rate swaps, cross currency interest rate swaps, basis swaps and interest rate forwards (FRAs). The most frequently applied valuation techniques include forward pricing and swap models, using present value calculations by estimating future cash flows and discounting them with the appropriate yield curves incorporating funding costs relevant for
Page 296
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 264 the position. These contracts are generally Level 2 unless adjustments to yield curves or credit spreads are based on significant non-observable inputs, in which case, they are Level 3. Foreign exchange contracts Foreign exchange contracts include open spot contracts, foreign exchange forward and swap contracts and over the-counter foreign exchange options. These instruments are valued by either observable foreign exchange rates, observable or calculated forward points and option valuation models. With the exception of contracts where a directly observable rate is available which are disclosed as Level 1, the Company classifies foreign exchange contracts as Level 2 financial instruments when no unobservable inputs are used for their valuation or the unobservable inputs used are not significant to the measurement (as a whole). Movements in Level 3 financial instruments measured at fair value There are no Level 3 financial assets and liabilities which are recorded at fair value. For fair value of financial instruments not measured at fair value - Particulars Level Carrying Value Fair Value 31st March, 2025 31st March, 2024 31st March, 2025 31st March, 2024 Financial Assets Cash and cash equivalents 2 27,895.66 15,293.86 27,895.66 15,293.86 Bank Balance other than above 2 2,249.93 2,073.64 2,249.93 2,073.64 Loans 3 334,030.18 290,588.92 334,030.18 290,588.89 Investments 3 15,155.04 14,585.41 15,155.04 14,585.41 Investments 2 3,063.48 3,070.30 3,063.48 3,070.30 Other Financial assets 2 4,831.45 2,910.84 4,831.45 2,910.84 Total Financial Assets 387,225.75 328,522.98 387,225.75 328,522.95 Financial Liabilities Payables 2 1,003.91 1,066.25 1,003.91 1,066.26 Debt Securities 2 61,555.37 44,339.81 61,555.37 44,339.81 Borrowings (other than debt security) 2 208,903.60 180,328.51 208,903.60 180,328.51 Subordinated Liabilities 2 - - - - Lease Liability 2 5,236.13 5,339.14 5,236.13 5,339.14 Other Financial liabilities 2 2,523.95 2,541.02 2,523.95 2,541.02 Financial Liabilities 279,222.95 233,614.73 279,222.95 233,614.73 The financial asset above does not include investment in subsidiary, which is measured at cost in accordance with Ind AS 27. The management assessed that cash and cash equivalents, trade receivables, trade payables, bank overdrafts and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. Valuation methodologies of financial instruments not measured at fair value Below are the methodologies and assumptions used to determine fair values for the above financial instruments which are not recorded and measured at fair value in the financial statements. These fair values were calculated for disclosure purposes only. Short-term financial assets and liabilities For financial assets and financial liabilities that have a short-term maturity (less than twelve months), the carrying amounts, which are net of impairment, are a reasonable approximation of their fair value. Such instruments include: cash and balances, balances other than cash and cash equivalents, trade payables and other financial liabilities without a specific maturity. Such amounts have been classified as Level 2 on the basis that no adjustments have been made to the balances in the balance sheet. Loans and advances to customers Fair value of Loans estimated using a discounted cash flow model on contractual cash flows using actual/estimated yields.
Page 297
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 265 Debt and Borrowings The floating rate loans are fair valued on the basis of MCLR+spread. For fixed rate loans, the carrying values are a reasonable approximation of their fair value. Note 45: Risk Management Risk is an integral part of the Company’s business and sound risk management is critical to the success. As a financial institution, the Company is exposed to risks that are particular to its lending and the environment within which it operates and primarily includes Credit, Liquidity, Market and Operational Risks. Company’s goal in risk management is to ensure that it understands measures and monitors the various risks that arise and the organization adheres strictly to the policies and procedures which are established to address these risks. The Company has a risk management policy which covers risks associated with the financial assets and liabilities. The Board of Directors of the company are responsible for the overall risk management approach, approving risk management strategies and principles. Risk Management Committee of the Board reviews credit, operations and market risks faced by MAFIL periodically.Company has appointed a Chief Credit Officer who reports to MD & CEO and presenting risk related matters to Risk Management Committee and the Board. The Company has implemented comprehensive policies and procedures to assess, monitor and manage risk throughout the Company. The risk management process is continuously reviewed, improved and adapted in the changing risk scenario and the agility of the risk management process is monitored and reviewed for its appropriateness in the changing risk landscape. The process of continuous evaluation of risks includes taking stock of the risk landscape on an event-driven basis. The Company has an elaborate process for risk management. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Credit Risk Credit risk is the risk that a customer or counterparty will default on its contractual obligations resulting in financial loss to the Company. As the company predominantly lend against gold jewellery, which are liquid securities, its credit risks are comparatively lower. Its other verticals, Micro Finance, Vehicle Finance, Micro loans etc have significant credit risk. Appraisal Risk: The borrowers are awarded risk grades and only eligible borrowers are financed. Besides continuous training of employees through digital media, Credit officers are imparted on the job and class room training on a continuous basis. Credit appraisal processes are being reviewed regularly by Credit Monitoring teams and credit auditors and more risk filters are added whenever necessary. Collection risk: As the gold ornaments are liquid, collection in gold portfolio attaches minimal risks. We have developed a team of trained Relationship Managers and sales staff for continuous engagement with the borrowers under verticals like Micro Finance, Vehicle Finance, Housing loans, Micro loans etc to ensure timely payment of their dues. Collection efficiency of verticals are being monitored closely by the Senior Management. Concentration risk: As on 31/03/2025, our gold loan portfolio is 77.24 % of our consolidated AUM. Gold loans are granted against liquid securities for short period which substantially insulates from credit risk and liquidity risk. We have already diversified into Micro Finance, Home Finance, Commercial Vehicles and budget to grow the new verticals so as to contain our exposure to gold to 50% of the total AUM in ten years. Our geographical presence is largely in the southern India. We are now giving thrust for opening new branches in north and north eastern states which have high growth potentials. A geographical exposure limit will be fixed when operations of the new branches are stabilised. The credit risk management policy of the Company seeks to have following controls and key metrics that allows credit risks to be identified, assessed, monitored and reported in a timely and efficient manner in compliance with regulatory requirements. - Standardiz e the process of identifying new risks and designing appropriate controls for these risks. - Maintain an appropriat e credit administration and loan review system. - Establish metrics for portfolio monitoring.
Page 298
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 266 - Minimize l osses due to defaults or untimely payments by borrowers. - Design appropriat e credit risk mitigation techniques. In order to mitigate the impact of credit risk in the future profitability, the company makes reserves basis the expected credit loss (ECL) model for the outstanding loans as balance sheet date. The below discussion describes the Company’s approach for assessing impairment as stated in the material accounting policies. The Company considers a financial instrument defaulted and therefore Stage 3 (credit impaired) for ECL calculations in all cases when the borrower becomes 90 days past due on its contractual payments. As a part of a qualitative assessment of whether a customer is in default, the Company also considers a variety of instances that may indicate unlikeness to pay. When such events occur, the Company carefully considers whether the event should result in treating the customer as defaulted and therefore assessed as Stage 3 for ECL calculations ow whether Stage 2 is appropriate. Exposure at Default (EAD) The outstanding balance at the reporting date adjusted for subsequent realisations in the case of Gold Loan, is considered as EAD by the Company. Considering that the PD determined above factors in amount at default, there is no separate requirement to estimate EAD. The Company uses historical information where available to determine PD. Considering the different products and schemes, the Company has bifurcated its loan portfolio into various pools. For certain pools where historical information is available, the PD is calculated using Incremental NPA approach considering fresh slippage of past 6 years. For those pools where historical information is not available, the PD rates as stated by external reporting agencies is considered. While estimating the expected credit loss, the company reviews macro-economic developments occurring in the economy and the market it operates in. Forward looking information is considered in addition to historical default rates to assess the probability of default for Stage 1 and Stage 2 of Loan contracts since it’s initial recognition and its measurement of ECL. Accordingly, the company has assessed that the macro-economic variables that may impact credit risk are GDP growth, Interest and Inflation rates, Unemployment rates etc. Post management overlay, the PD percentages are mentioned below: Segment/Portfolio 31st March, 2025 31st March, 2024 Stage I Stage II* Stage III Stage I Stage II Stage III 1) Gold L oan-Normal risk** 11.18% 11.18% 100.00% 12.97% 12.97% 100.00% 2) Vehicl e Loan CV 6.5 1% 16.78% 100.00% 6.06% 14.63% 100.00% BUS 9.0 8% 19.38% 100.00% 8.92% 17.02% 100.00% FE 5.52% 18.12% 100.00% 3.79% 13.89% 100.00% CAR/ AUTO 4.59% 13.65% 100.00% 4.10% 11.12% 100.00% TW 8. 68% 14.23% 100.00% 7.55% 12.31% 100.00% 3) SME Loan 6.4 7% 6.76% 100.00% 5.68% 14.48% 100.00% 4) Other v erticals 5.20% 20.68% 100.00% 3.50% 15.83% 100.00% 5) Other verticals (unsecured) 5.20% 20.68% 100.00% 3.50% 15.83% 100.00% 6) Onlending, Corporate Finance and Project and Industrial Finance Loan, external ratings or internal evaluation with a management overlay for each customer. 7) Personal Loans and other verticals, external ratings or internal evaluation with a management overlay for each customer industry segment. * Excluding restructured loans, where in Vehicle loan Stage II restructured loans for CV -80% ,BUS -75% and CAR - 60% as at 31st March, 2025. ** Excludes portfolio where PD has been considered at 100%
Page 299
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 267 In case of Gold loans, incremental NPA is considered after taking into account auctions during the year since such cases are auctioned and total dues are recovered even before the account turns NPA. Loss Given Default The Company determines its recovery rates by analysing the recovery trends over different periods of time after a loan has defaulted. Based on its analysis of historical trends, homogenous nature of the loans etc, the Company has assessed that significant recoveries happen in the year in which default has occurred.Recoveries from all the phases like normal collections, auction collections, repossession sale as well as expected realization from collateral are considered while computing the LGD rates for each loan portfolio. For different stages such as stage 1,stage 2 & stage 3 portfolios, we are applying same LGD rate except in case of loss assets and unsecured loans in stage 3 which is at 100%. Segment/Portfolio 31st March, 2025 31st March, 2024 1) Gold L oan* 3.76% 2.94% 2) Vehicl e Loan CV 13.22% 15. 79% BUS 13. 77% 16.22% FE 20 .91% 13.73% CAR/ AUTO 17.11% 9.98% TW 20 .05% 22.65% 3) SME Loan 26.55% 27 .18% 4) Onlending 60% 60% 5) Corporat e Finance 100% 100% 6) Project Industry Financ e (PIF) 50% 50% 7) Other V erticals 2.39% 7.22% 8) Other V erticals (unsecured) 82.94% 73.62% In all classified ‘Loss Assets’, LGD has been considered as 100%. *In case of Gold Loan the Loan To Value(LTV), at the time of disbursement is below 75% (As per the RBI norms) and the remaining value (25%) of asset held by the company acts as a margin of safety, protecting the company against volatility in asset price.LTV is one of the factor for gradation of risk. Also it reflects in the fixing of interest rates of each type of loans/ schemes. Normally fixing higher interest rate for loans having higher LTV% and vice versa. LGD Rates have been computed internally based on the discounted recoveries in NPA accounts that are closed/ written off/ repossessed and upgraded during the year. LGD rates for SME, corporate loans and other loans is considered based on proxy FIRB rates for secured loans. In estimating LGD, the company reviews macro-economic developments taking place in the economy. Based on internal evaluation, company has provided a management overlay in LGD computed for Vehicle and SME portfolios. The Company has applied management overlays to the ECL Model to consider the impact of the Covid-19 pandemic on the provision. The adjustment to the probability of default has been assessed considering the likelihood of increased credit risk and consequential default due to the pandemic. The impact on collateral values is also assessed for determination of adjustment to the loss given default and reasonable haircuts are applied wherever necessary. The number of days past due shall exclude the moratorium period for the purposes of asset classification as per the Company’s policy As per the RBI guidelines , the ECL policy has been approved by Audit Committe and the Board.Modifications to the ECL model, if any, is approved by the Board. As part of the management overlays, as per the approved ECL policy, the management has adjusted the underlying PD as mentioned above and in case of corporate loan by downgrading the ratings to one level lower) and LGD as computed by ECL Model as mentioned above depending on the nature of the portfolio/borrower, the management’s estimate of the future stress and risk and available market information. Refer note 5.2(vii) to the financial statements.
Page 300
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 268 Asset & Liability management Disclosures as required in Annex VII of RBI notification - RBI/DoR/2023-24/106 DoR.FIN.REC.No.45/03.10.119/2023-24 dated 19th October, 2023 ‘Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023’ , as amended from time to time to the extent applicable. Asset and Liability Management (ALM) is defined as the practice of managing risks arising due to mismatches in the asset and liabilities. Company’s funding consists of both long term as well as short term sources with different maturity patterns and varying interest rates. On the other hand, the asset book also comprises of loans of different duration and interest rates. Maturity mismatches are therefore common and has an impact on the liquidity and profitability of the company. It is necessary for Company’s to monitor and manage the assets and liabilities in such a manner to minimize mismatches and keep them within reasonable limits. The objective of this policy is to create an institutional mechanism to compute and monitor periodically the maturity pattern of the various liabilities and assets of Company to (a) ascertain in percentage terms the nature and extent of mismatch in different maturity buckets, especially the 1-30/31days bucket, which would indicate the structural liquidity (b) the extent and nature of cumulative mismatch in different buckets indicative of short term dynamic liquidity and (c) the residual maturity pattern of repricing of assets and liabilities which would show the likely impact of movement of interest rate in either direction on profitability. This policy will guide the ALM system in Company. The scope of ALM function can be described as follows: - Liquidity risk management - Management of market risks - Other s Liquidity Risk Liquidity risk refers to the risk that the Company may not meet its financial obligations. Liquidity risk arises due to the unavailability of adequate funds at an appropriate cost or tenure. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company consistently generates sufficient cash flows from operating and financial activities to meet its financial obligations as and when they fall due. Our resource mobilisation team sources funds from multiple sources, including from banks, financial institutions and capital markets to maintain a healthy mix of sources. The resource mobilisation team is responsible for diversifying fund raising sources, managing interest rate risks and maintaining a strong relationship with banks, financial institutions, mutual funds, insurance companies, other domestic and foreign financial institutions and rating agencies to ensure the liquidity risk is well addressed. The table below provide details regarding the contractual maturities of significant financial assets and liabilities as on:- Maturity pattern of assets and liabilities as on 31st March, 2025 Particulars 0 to 7 days 8 to 14 days Over 14 days to one month Over one month to 2 months Over 2 months to 3 months Over 3 Months upto 6 months Over 6 Months upto 1 year Over 1 year upto 3 years Over 3 years upto 5 years Over 5 years Total* Borrowings 1,833.28 3,103.91 5,585.27 22,896.03 18,659.78 28,100.43 44,193.43 46,919.29 12,187.32 - 183,478.74 Foreign Currency Term Loan - - - - - - 518.38 22,410.49 2,496.00 - 25,424.86 Debt Security - - 993.09 798.26 1,967.68 6,706.29 4,307.75 9,150.94 16,670.68 20,960.68 61,555.37 Subordinated Debts - - - - - - - - - - - Advances 1,607.76 2,085.61 6,846.40 23,751.93 15,385.79 29,969.06 198,973.38 31,227.85 17,993.53 6,188.88 334,030.18 Investments - - - 29.87 1,527.87 - 1,505.75 - - 15,155.04 18,218.53
Page 301
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 269 Maturity pattern of assets and liabilities as on 31st March, 2024 Particulars 0 to 7 days 8 to 14 days Over 14 days to one month Over one month to 2 months Over 2 months to 3 months Over 3 Months upto 6 months Over 6 Months upto 1 year Over 1 year upto 3 years Over 3 years upto 5 years Over 5 years Total* Borrowings 1,876.62 1,994.60 1,780.10 14,077.43 41,367.38 30,199.46 26,579.58 38,207.33 12,175.70 - 168,258.20 Foreign Currency Term Loan - - - - 909.10 909.10 2,234.10 5,045.93 2,972.08 - 12,070.31 Debt Security - - 1,057.62 - 8,357.10 1,139.53 6,791.35 11,911.84 3,000.00 12,082.38 44,339.81 Subordinated Debts - - - - - - - - - - - Advances 741.65 734.42 2,886.66 22,520.86 14,160.04 35,407.63 160,346.01 32,910.43 17,479.44 3,401.77 290,588.92 Investments - - - 30.90 23.49 - - 3,016.10 - 14,585.22 17,655.71 *Amount represents net balance after the adjustments on account of applicable Indian Accounting Standards (Ind AS) Market Risk Market Risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate because of changes in market factor. Such changes in the values of financial instruments may result from changes in the interest rates, credit, liquidity, and other market changes. The Company is exposed to three types of market risk as follows: Foreign Exchange Risk (FX Risk) Forex Risk is a risk that exists when a financial transaction is denominated in a currency other than the domestic currency of the company. Any appreciation/depreciation of the base currency or the depreciation/appreciation of the denominated currency will affect the cash flows emanating from that transaction. The company has fully hedged the forex risk by derivative instruments. Interest Rate Risk Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. We are subject to interest rate risk, principally because we lend to clients at fixed interest rates and for periods that may differ from our funding sources, while our borrowings are at both fixed and variable interest rates for different periods. We assess and manage our interest rate risk by managing our assets and liabilities. Our Asset Liability Management Committee evaluates asset liability management, and ensures that all significant mismatches, if any, are being managed appropriately. The Company has Board Approved Asset Liability Management (ALM) policy for managing interest rate risk and policy for determining the interest rate to be charged on the loans given. The following table demonstrates the sensitivity to a reasonably possible change in the interest rates on the portion of borrowings affected. With all other variables held constant, the profit before taxes affected through the impact on floating rate borrowings, as follows: Finance Cost 31st March, 2025 31st March, 2024 0.5% Increase 1,213.33 1117.03 Price Risk The Company’s exposure to price risk is not material. The drop in gold prices is unlikely to have a significant impact on asset quality of the company since the disbursement LTV is below 75% and average portfolio LTV as on the reporting period was 62% to 65% only.However the sustained decrease in market price may cause for decrease in the size of our Gold Loan Portfolio and the interest income.Management monitors the gold prices and other loans on regular basis.
Page 302
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 270 Operational and business risk Operational risk is the risk of loss arising from systems failure, human error, fraud or external events. When controls fail to operate effectively, operational risks can cause damage to reputation, have legal or regulatory implications, or lead to financial loss. The Company cannot expect to eliminate all operational risks, but it endeavours to manage these risks through a control framework and by monitoring and responding to potential risks. Controls include effective segregation of duties, access, authorisation and reconciliation procedures, staff education and assessment processes, such as the use of internal audit. A Risk Management Committee comprising representatives of the Senior Management, reviews matters relating to operational and business risk, including corrective and remedial actions as regards people and processes. Note 46: Expenditure in foreign currency Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 Expense in connection with US Dollar Bond issue 243.94 - Survellance and Trustee Fees 11.83 42.43 Bank Charges & Interest 2,849.10 104.09 Travelling expesnses 0.68 0.15 Membership & Other Fees - 6.32 Total 3,105.55 152.99 Note 47: Loans and advances in the nature of loans given to subsidiaries and associates and firms/ companies in which directors are interested Loan given to wholly owned subsidiary: a) Manappuram Home Financ e Limited Balance as at 31st March, 2025 : `Nil (31st March, 2024: ` Nil) Maximum amount outstanding during the year ` 250 Mn (31st March, 2024: ` 500Mn) Maximum amount of undr awn credit line available with the subsidiary during the year: 1500 Mn (31st March, 2024: 1500Mn) b) Asirvad Micro Finance Limited Balance as at 31st March, 2025 : `Nil (31st March, 2024: `Nil) Maximum amount outstanding during the year ` Nil (31st March, 2024: `2500 Mn) Maximum amount of undr awn credit line available with the subsidiary during the year: 5000 Mn (31st March 2024: 2500Mn) Loan given to companies in which directors are interested: Nil (31st March, 2024: `Nil)
Page 303
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 271 Note 48 (a): Gold and other loan portfolio classification and provision for non performing assets Particulars Gross Loan Outstanding* Provision For Assets Net Loan Outstanding 31-Mar-25 31-Mar-24 31-Mar-25 31-Mar-24 31-Mar-25 31-Mar-24 Secured Loans A) Gold Loan Standard Asset 2 42,215.44 203,115.60 969.96 813.41 241,245.49 202,302.19 Sub Standar d Asset 3,229.18 2,767.93 322.92 276.79 2,906.27 2,491.14 Doubtful Asset 1, 075.17 767.14 299.48 246.89 775.69 520.25 Loss Asset 55. 67 63.91 55.67 63.91 - (0.00) Total - A 246,575.47 206,714.58 1,648.02 1,401.01 244,927.45 205,313.57 B) Other Loans Standard Asset 68, 034.62 66,167.48 274.15 275.09 67,760.47 65,892.39 Sub Standar d Asset 3,102.06 1,035.61 320.85 109.85 2,781.21 925.76 Doubtful Asset 1, 177.46 470.85 346.78 137.74 830.67 333.11 Loss Asset 1.23 4 1.26 1.29 41.26 (0.06) (0.00) Total - B 72,315.36 67,715.20 943.07 563.94 71,372.30 67,151.26 Total (A+B) 318,890.83 274,429.77 2,591.09 1,964.95 316,299.74 272,464.84 Unsecured Loans A) Other Loans Standard Asset 2, 739.65 6,062.24 11.21 24.88 2,728.44 6,037.36 Sub Standar d Asset 260.13 314.37 26.47 31.44 233.66 282.93 Doubtful Asset - - - - - - Loss Asset 4. 78 5.51 4.78 5.51 - - Total (C) 3,004.56 6,382.12 42.46 61.82 2,962.10 6,320.30 Total Loan (A+B+C) 321,895.39 280,811.90 2,633.55 2,026.77 319,261.84 278,785.13 *Principal outstanding Note 48 (b): Provision for diminution in value of investments Particulars 31st March, 2025 31st March, 2024 Provision for diminution in value of investments - Refer Note 11 - - Note 49: Investments Particulars As at 31st March, 2025 As at 31st March, 2024 1) Value of Investments i) Gross Value of Investments (a ) In India 18,218.53 17, 655.71 (b) Outside India - - ii) Pro visions for Depreciation (a ) In India - - (b) Outside India - - iii) Net V alue of Investments (a ) In India 18,218.53 17, 655.71 (b) Outside India - - 2) Mov ement of provisions held towards depreciation on investments i) Opening balance - - ii) Add : Pro visions made during the year - - iii) Less : Write-off / write-back of excess provisions during the year - - iv) Closing balanc e - -
Page 304
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 272 Note 50 (a): Disclosures relating to Securitisation As per RBI guidelines on Securitisation RBI/DOR/2021-22/85 DOR.STR.REC.53/21.04.177/2021-22 dated 24 th September, 2021 and updated on 05th December, 2022 the details of securitisation are given below: Particulars 31st March, 2025 Numbers / Amount 31st March, 2024 Numbers / Amount (i) No of SPV s sponsored by the NBFC for securitisation transactions - - (ii) Total amount of securitised assets as per books of the SPVs Sponsored - - (iii) Total amount of exposures retained by the NBFC to comply with MRR as on the date of Balance sheet - - (iv) Amount of e xposures to securitisation transactions Other than MRR as on the date of Balance sheet - - Particulars As at 31st March, 2025 As at 31st March, 2024 Total number of loan assets securitized during the year - 2,684 Book value of loan assets securitized during the year - 1,091.35 Sale consideration received during the year - 982.22 Vehicle Loans Subordinated as Credit Enhancement on Assets Derecognised - - Gain / (loss) on the securitization transaction recognised in P&L - - Gain / (loss) on the securitization transactions deferred - - Quantum of Credit Enhancement provided on the transactions in the form of deposits - 109.14 Quantum of Credit Enhancement as at year end - 109.14 Interest spread Recognised in the Statement of Profit and Loss during the Year - 9.34% Note 50 (b): Details of Assignment transactions As per RBI guidelines on Securitisation RBI/DOR/2021-22/86 DOR.STR.REC.51/21.04.048/2021-22 dated September 24, 2021 and updated on December 28, 2023 the details of Transfer of Loan Exposure are given below: Particulars As at 31st March, 2025 As at 31st March, 2024 (i) Number of Accounts 10,101 10,079 (ii) Aggregat e value (net of provisions) of accounts sold 7,567.88 6,678.75 (iii) Aggregat e consideration 6,811.09 6,010.88 (iv) Aggregat e consideration realized in respect of accounts transferred in earlier years - - ( v) Aggregat e gain / loss over net book value 465.01 576.21 Note 50 (c ): Details of non-performing financial assets purchased / sold - Nil Note 51: Off - balance Sheet SPVs sponsored The compant has not sponsored any off- balance sheet SPV which are required to be consolidated as per accounting norms.
Page 305
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 273 Note 52: Exposure Note 52 (a): Exposure to real estate sector Category As at 31st March, 2025 As at 31st March, 2024 Direct Exposure a) Residential Mortgages Lending full y secured by mortgages on residential property that is or will be occupied by the borrower or that is rented. Exposure would also will include non-fund based (NFB) limits. 7,768.46 4,807.19 b) Commercial Real Estate Lending secur ed by mortgages on commercial real estates (office buildings, retail space, multiple purpose commercial premises, multi-family residential buildings, multi-tenanted commercial premises, industrial or warehouse space, hotels, land acquisition, development and construction, etc.). Exposure would not include non-fund based (NFB) limits. 880.51 568.85 c) Inv estments in Mortgage Backed Securities (MBS) and other securitised exposures: i) Residential ii) Commercial Real Estate - - Indirect Exposure Exposure to Manappuram Home finance Limited (Wholly owned subsidiary)* 4,072.90 3,572.90 Loan given to other Housing Finance Companies. 918.68 995.53 Total exposure to real estate sector 13,640.55 9,944.47 *Indirect exposure includes undrawn limit provided. Note 52 (b): Exposure to Capital Market Particulars As at 31st March, 2025 As at 31st March, 2024 i) direct in vestment in equity shares, convertible bonds, convertible debentures and units of equity-oriented mutual funds the corpus of which is not exclusively invested in corporate debt; 13,507.90 12,936.44 ii) advanc es against shares / bonds / debentures or other securities or on clean basis to individuals for investment in shares (including IPOs / ESOPs), convertible bonds, convertible debentures, and units of equity- oriented mutual funds; - - Total Exposure to Capital Market 13,507.90 12,936.44
Page 306
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 274 Note 52 (C): Sectoral Exposure Sector Current Year Previous Year **Total Exposure (includes on balance sheet and off-balancesheet exposure) (` million) Gross NPA's (` million) Percentage of Gross NPAs to total exposure in that sector **Total Exposure (includes on balance sheet and off-balancesheet exposure) (` million) Gross NPA's (` million) Percentage of Gross NPAs to total exposure in that sector 1. Agriculture and Allied Activities 2,898.59 288.11 9.94% 2,448.65 109.27 4.46% 2. Industry Total of Industry - - - - - - 3. Services i. Tr ansport Operators 17,196.15 1,211.27 7.04% 18,276.85 525.38 2.87% ii. Loans t o NBFC's 4,789.08 - 0.00% 9,885.53 41.26 0.42% iii. Commercial Real estate 920.54 60.15 6.53% 568.85 42.86 7.54% Total of Services 22,905.75 1,271.42 5.55% 28,731.23 609.50 2.12% 4. Personal Loans i. Vehicl e Loans 22,621.58 1,317.06 5.82% 17,819.98 453.56 2.55% ii. Loans Against Security of Gold 246,575.47 4,360.02 1.77% 206,563.18 3,598.97 1.74% iii. Other s 599.32 103.83 17.32% 2,524.71 315.78 12.51% Total of Personal Loans 269,796.36 5,780.91 2.14% 226,907.87 4,368.31 1.93% 5. Others if any (please specify) i. Other L oans 26,294.68 1,565.25 5.95% 22,724.15 379.47 1.61% 26,294.68 1,565.25 5.95% 22,724.15 379.47 1.61% Total 321,895.39 8,905.68 2.77% 2,80,811.90 5,466.58 1.94% **Exposure Includes : Principle Outstanding, Note 53: Details of Single Borrower Limit (SGL) / Group Borrower Limit (GBL) exceeded by the NBFC The Company has not exceeded the prudential exposure limits during the current and previous year. Note 54: Provisions and Contingencies Particulars As at 31st March, 2025 As at 31st March, 2024 Break-up of Provision and contingencies in statement of profit and loss Provision towards NPA 477.87 216.13 Provision made towards Income Tax 6,124.20 5,670.79 Provision for litigation (22.97) 16.41 Provision for Loan commitments 2.98 0.25 Provision for Standard Assets 275.66 122.87 Provision for employee benefits 74.03 3.25 Provision for other assets (3.55) (21.98) Note 55: Draw down from Reserves There are no drawdown reserves from statutory reserves during the year. Note 56: Concentration of Advances, Exposures and NPAs i) Concentr ation of Advances Particulars As at 31st March, 2025 As at 31st March, 2024 Total advances to twenty largest borrowers 9,997.04 9,735.41 Percentage of advances to twenty largest borrowers to total advances of the Company* 3.04% 3.41% *Advances includes undrawn amount also
Page 307
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 275 ii) Concentration of Exposures Particulars As at 31st March, 2025 As at 31st March, 2024 Total exposure to twenty largest borrowers/customers 24,994.65 24,234.29 Percentage of exposures to twenty largest borrowers/customers to total exposure of the Company on borrowers/customers 7.28% 8.07% (iii) Top 10 Borrowings Particulars As at 31st March, 2025 As at 31st March, 2024 Top 10 Borrowings as on reporting date 166,798.11 157,626.63 Percentage of Top 10 Borrowings to total borrowings of the Company as on the reporting date 61.67% 70.16% (iv) Funding concentration based on significant counter party (Both deposits and borrowings) Particulars As at 31st March, 2025 As at 31st March, 2024 Borrowings Number of Significant counter parties 21 21 Amount In (Mn) 191,788.92 202,818.09 Percentage of funding concentration to total deposits Nil Nil Percentage of funding concentration to total libilities 70.91% 90.27% (v) Top 20 Large Deposits Not Applicable (Vi) Institutional set up f or liquidity risk management The Board of Directors of the Company has an overall responsibility and oversight for the management of all the risks, including liquidity risk. The Board approves the governance structure, policies, strategy and the risk tolerance limit for the management of liquidity risk. The Board of Directors approves the constitution of Risk Management Committee (RMC) for the effective supervision and management of various aspects including liquidity risks faced by the company. The meetings of RMC are held at quarterly interval The Board of Directors also approves constitution of Asset Liability Committee (ALCO), consisting of the Company’s top management which functions as the strategic decision-making body for the asset-liability management of the Company from risk-return perspective and within the risk appetite and tolerance limits approved by the Board. The role of the ALCO also includes periodic revision of interest rates, diversification of source of funding and its mix, maintenance of enough liquidity and investment of surplus funds. ALCO meetings are held once in a quarter or more frequently as warranted from time to time. The minutes of ALCO meetings are placed before the RMC and the Board of Directors in its next meeting for its perusal/approval/ratification. (vii) Funding Concentration based on significant Instrument / Product Name of Instrument / Product As at 31st March, 2025 % Of Total Liabilities As at 31st March, 2024 % of Total Liabilities Secured NCD 32,373.82 11.97% 35,982.71 16.05% Borrowings from Banks & FI's 208,850.79 77.24% 179,865.55 80.22% Subordinated Debt - 0.00% - 0.00% CP 2,941.43 1.09% 8,357.10 3.73% ECB - Senior Secured Notes 26,240.11 9.70% - 0.00% Total 270,406.15 100.00% 224,205.35 100.00%
Page 308
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 276 (viii) Stock Ratios Stock Ratios As at 31st March, 2025 As at 31st March, 2024 Commercial Paper as a % of Total Public Funds 1.09% 3.72% Commercial Paper as a % of Total Liabilities 0.74% 2.46% Commercial Paper as a % of Total Assets 0.74% 2.46% Non Convertible Debentures(NCDs)(Original Maturity of Less than one year) as a % of Total Public Funds - - Non Convertible Debentures(NCDs)(Original Maturity of Less than one year) as a % of Total Liabilities - - Non Convertible Debentures(NCDs)(Original Maturity of Less than one year) as a % of Total Assets - - Other Short Term Liabilities as a % of Total Public Funds 0.93% 1.13% Other Short Term Liabilities as a % of Total Liabilities 0.63% 0.75% Other Short Term Liabilities as a % of Total Assets 0.63% 0.75% (ix) Exposure t o top four NPA Accounts Particulars As at 31st March, 2025 As at 31st March, 2024 Total exposure to top four NPA accounts 379.02 98.35 (x) Sector-wise NPAs Sector* Percentage of NPAs to Total Advances in that Sector As at 31st March, 2025 As at 31st March, 2024 Agriculture & allied activities 9.89% 4.46% MSME 4.80% 2.07% Corporate borrowers 7.08% 0.86% Services - - Unsecured personal loans 8.74% 4.95% Auto loans 6.41% 2.71% Other personal loans 1.92% 1.74% * The percentage is on principal outstanding (xi) Movement of NPAs Particulars As at 31st March, 2025 As at 31st March, 2024 I) Net NPAs t o Net Advances (%) 2.36% 1.63% II) Mov ement of NPAs (Gross) a) Opening balance 5,466.58 3,210 .93 b) Addition during the year 6,815. 60 4,138.23 c) Reduction during the year (3,376.50 ) (1,882.57) d) Closing balanc e 8,905.68 5,466.58 III) Mov ement of NPAs (Net) a) Opening balance 4,553. 19 2,554.36 b) Addition during the year 5,902. 60 3,622.81 c) Reduction during the year (2,928.34 ) (1,617.72) d) Closing balanc e 7,527.44 4,553.19 IV) Mov ement of provisions for NPAs (excluding provisions on standard assets) a) Opening balance 913.39 656.56 b) Pro vision made during the year 913.01 515.41 c) Writ e-off/write-back of excess provisions (448.16) (264.86) d) Closing balanc e 1,378.24 913.39
Page 309
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 277 Note 57: Miscellaneous i) Registr ation obtained from other financial sector regulators Regulator Registration No. Reserve Bank of India Certificate of Registration No. B-16.00029 Ministry of Corporate Affairs Corporate Identification No. L65910KL1992PLC006623 Authorised Dealer under FEMA Act, 1999 (AD II License) KOC-ADII-0041-2023 ii) Disclosure of Penalties imposed by RBI and other regulators a) Imposed by BSE and NSE during the year ended Mar ch 31 2025 is `3,11,520/- and during the year ended March 31 2024 is `34,220/-. b) Penalty amount ed to ` 61,50,000/- have been imposed by RBI during the year ended 31 st March,2025 and during the year ended 31st March,2024 is `6,278,000/-. iii) Ratings assigned by credit r ating agencies and migration of ratings during the year Credit rating Agency Type of Facility For the year ended 31st March, 2025 For the year ended 31st March, 2024 Rating Rating Brickwork Non-Convertible debentures BWR AA(Stable) BWR AA(Stable) CRISIL Bank Loan Facility Long term CRISIL AA/Stable CRISIL AA/Stable Bank Loan Facility Short term CRISIL A1+ CRISIL A1+ Non-Convertible Debenture CRISIL AA/Stable CRISIL AA/Stable Commercial Paper CRISIL A1+ CRISIL A1+ Bank Loan Facility Long Term CARE AA Stable CARE AA Stable CARE Bank Loan Facility Short Term CARE A1+ CARE A1+ Non-Convertible Debentures CARE AA Stable CARE AA Stable Commercial Paper CARE A1+ CARE A1+ International Credit Rating - Credit Rating Agency For the year ended 31st March, 2025 For the year ended 31st March, 2024 Rating Rating S&P Global Ratings BB - /Stable BB - /Stable/ B FITCH BB - /Stable BB - /Stable iv) Net profit or loss for the period, prior period items and changes in accounting policies. a) There ar e no prior period items which are impacting Company’s currrent year Profit and Loss. Note 58: Customer Complaints Summary information on complaints received by the company from customers and from the offices of Ombudsman Sl.No. Particulars Current Year (2024 - 25) Previous Year (2023 - 24) Complaints received by the NBFC from its customers 1 Number of complaints pending at beginning of the year 55 141 2 Number of complaints received during the year 14,826 8,047 3 Number of complaints disposed during the year 14,525 8,133 3.1 Of which, number of complaints rejected by the NBFC 67 59 4 Number of complaints pending at the end of the year 356 55 Maintainable complaints received by the NBFC from Office of Ombudsman 5 Number of maintainable complaints received by the NBFC from Office of Ombudsman 121 196
Page 310
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 278 Sl.No. Particulars Current Year (2024 - 25) Previous Year (2023 - 24) 5.1 Of 5, number of complaints resolved in favour of the NBFC by Office of Ombudsman 118 192 5.2 5.2 Of 5, number of complaints resolved through conciliation/mediation/ advisories issued by Office of Ombudsman 3 4 5.3 5.3 Of 5, number of complaints resolved after passing of Awards by Office of Ombudsman against the NBFC 6 Number of Awards unimplemented within the stipulated time (other than those appealed) - - Note: Maintainable complaints refer to complaints on the grounds specifically mentioned in Integrated Ombudsman Scheme, 2021 (Previously The Ombudsman Scheme for Non-Banking Financial Companies, 2018) and covered within the ambit of the Scheme. * It shall only be applicable to NBFCS which are included under The Reserve Bank - Integrated Ombudsman Scheme, 20 2) Top five grounds2 of complaints received by the NBFCs from customers Ground Of Complaints (i.e.complaints relating to) Number of complaints pending at the beginng of the year Number of complaints received during the year % increase/ decrease in the number of complaints received over the previous year Number of Complaints pending at the end of the year Of 5, number of complaints pending beyond 30 days 1 2 3 4 5 6 1 Poor Customer Service 24 2649 325% 50 2 2 Credit Information Related 18 1433 25% 64 4 3 KYC Updation Related - 1300 100% 12 0 4 Profile Modification - 1065 100% 18 1 5 Online Payment Related - 930 100% 18 0 6 Others 13 7449 4542% 194 37 Previous Year 1 Credit Information Related 30 5685 235% 18 0 2 Gold Damage or Missing 8 155 101% 3 0 3 Surplus Related 29 622 59% 2 0 4 Poor Customer Service 50 816 63% 24 1 5 SMS or Email or Calls Related 18 605 57% 7 0 6 Others 6 164 123% 1 0 Disclosures as required in Annex VII of RBI notification - RBI/DoR/2023-24/106 DoR.FIN.REC.No.45/03.10.119/2023-24 dated October 19, 2023 ‘Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023’ , as amended from time to time to the extent applicable. Note 59: Derivatives As at 31st March, 2025, the Company has recognised a net Market to Market (MTM) gain of `352.12 Mn (31st March, 2024 `82.58Mn loss) relating to derivative contracts entered to hedge the foreign currency risk of future interest payment on fixed rate foreign currency denominated bond and foreign currency term loan, repayment of fixed rate foreign currency denominated bond and loans designated as cash flow hedges, in Hedging Reserve Account as part of the Shareholders’ funds. Refer to Note no. 17‘ Derivative Financial Instruments’. Details of outstanding derivative contracts as at the year end.
Page 311
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 279 Type of Derivatives As at 31st March, 2025 As at 31st March, 2024 No of contracts Value (USD) No of contracts Value (USD) Forward Contracts entered into hedge the currency risk of future interest payments 8 362,460,104 5 43,847,823 Currency Swaps 6 297,000,000 3 100,000,000 Type of Derivatives As at 31st March, 2025 As at 31st March, 2024 No of contracts Value ` In million No of contracts Value ` In million Forward Contracts entered into hedge the currency risk of future interest payments 8 30,278.10 5 3,657.13 Currency Swaps 6 25,246.58 3 8,340.50 Disclosure required as per RBI requirements; Forward rate agreement / Interest rate swap Particulars As at 31st March, 2025 As at 31st March, 2026 i) The notional principal of swap agreements 25,246.58 8,340.50 ii) The notional principal of forward rate agreements 30,278.10 3,657.13 ii) Losses which w ould be incurred if counterparties failed to fulfil their obligations under the agreements. - - iii) Collater al required by the NBFC upon entering into swaps 3,750.00 2,600.00 iv) Concentr ation of credit risk arising from the swap - - v) The fair value of the swap agreements 108.53 (118.55) vi) The fair value of the forward rate agreements 192.65 8.33 Exchange Traded interest rate (IR) derivatives : NIL Disclosures on risk exposure of derivatives Qualitative disclosures The Company has a Board approved policy in dealing with derivative transactions. Derivative transaction consists of hedging of foreign exchange transactions, which includes interest rate and currency swaps, interest rate options and forwards. The Company undertakes forward contracts for hedging on-balance sheet assets and liabilities. Such outstanding derivative transactions are accounted on accrual basis over the life of the underlying instrument. The Finance Resource Committee and Risk Management Committee closely monitors such transactions and reviews the risks involved. Particulars As at 31st March, 2025 As at 31st March, 2024 Swaps Forward Agreements Swaps Forward Agreements i) Derivativ es (Notional principal amount) For Hedging 25,246.58 30,278.10 8,340.50 3,657.13 ii) Marked t o Market Positions a) Asset (+) 108.53 192. 65 - 8.33 b) Liability (-) - - (118.55) - iii) Credit Exposur e - - - - iv) Unhedged Exposure - - - -
Page 312
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 280 Note 60: Disclosures as required in Annex II-A of RBI notification - RBI/DoR/2023-24/106 DoR.FIN.REC. No.45/03.10.119/2023-24 dated 19 th October, 2023 ‘Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023’ , as amended from time to time to the extent applicable. In accordance with the regulatory guidance on implementation of Ind AS issued by RBI on March 13, 2020, the company has computed provisions as per Income Recognition Asset Classification and Provisioning (IRACP) norms issued by RBI solely for comparative purposes as specified therein. A comparison between provisions required under IRACP and impairment allowances made under Ind AS 109 is given below: Asset Classification as per RBI Norms As at March 31 2025 Asset classification as per Ind AS 109 Gross Carrying Amount as per Ind AS* Loss Allowances (Provisions) as required under Ind AS 109 Net Carrying Amount Provisions required as per IRACP norms Difference between Ind AS 109 provisions and IRACP norms (1) (2) (3) (4) (5)=(3)-(4) (6) (7) = (4)-(6) Performing Assets Standard Stage 1 306,354.88 1,590.66 304,764.22 1,228.70 361.96 Stage 2 6,634.83 133.65 6,501.18 26.61 107.04 Subtotal for standard 312,989.71 1,724.31 311,265.40 1,255.31 469.00 Non-Performing Assets (NPA) Substandard Stage 3 6,591.32 859.74 5,731.62 670.24 189.46 Doubtful upto 1 year Stage 3 1,413.36 125.01 1,288.35 301.97 (176.96) 1 to 3 years Stage 3 602.99 78.16 524.83 221.63 (143.47) More than 3 years Stage 3 236.28 23.79 212.49 122.66 (98.87) Subtotal for doubtful 2,252.63 226.96 2,025.67 646.26 (419.30) Loss Stage 3 61.74 61.74 - 61.74 - Subtotal for NPA 8,905.68 1,148.44 7,757.29 1,378.24 (229.84) Other items such as guarantees, loan commitments, etc. which are in the scope of Ind AS 109 but not covered under current Income Recognition, Asset Classification and Provisioning (IRACP) norms Stage 1 6,730.07 3.76 6,726.32 - 3.76 Stage 2 - - - - - Stage 3 - - - - - Subtotal for other items 6,730.07 3.76 6,726.32 - 3.76 Total Stage 1 313,084.95 1,594.42 311,490.54 1,228.70 365.72 Stage 2 6,634.83 133.65 6,501.18 26.61 107.04 Stage 3 8,905.68 1,148.40 7,757.29 1,378.24 (229.84) Total 328,625.47 2,876.46 325,749.01 2,633.55 242.92 *Principal Outstanding
Page 313
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 281 Asset Classification as per RBI Norms As at 31st March, 2024 Asset classification as per Ind AS 109 Gross Carrying Amount as per Ind AS* Loss Allowances (Provisions) as required under Ind AS 109 Net Carrying Amount Provisions required as per IRACP norms Difference between Ind AS 109 provisions and IRACP norms (1) (2) (3) (4) (5)=(3)-(4) (6) (7) = (4)-(6) Performing Assets Standard Stage 1 273,065.46 1,373.69 271,691.77 1,098.80 274.89 Stage 2 2,279.88 77.90 2,201.98 14.58 63.32 Subtotal for standard 275,345.34 1,451.59 273,893.75 1,113.38 338.21 Non-Performing Assets (NPA) Substandard Stage 3 4,117.90 452.67 3,665.23 418.08 34.59 Doubtful upto 1 year Stage 3 485.85 40.34 445.51 102.13 (61.79) 1 to 3 years Stage 3 539.41 60.06 479.35 175.71 (115.65) More than 3 years Stage 3 212.72 7.03 205.69 106.79 (99.76) Subtotal for doubtful 1,237.98 107.43 1,130.55 384.64 (277.20) Loss Stage 3 110.68 110.68 (0.00) 110.68 0.00 Subtotal for NPA 5,466.56 670.78 4,795.78 913.39 (242.60) Other items such as guarantees, loan commitments, etc. which are in the scope of Ind AS 109 but not covered under current Income Recognition, Asset Classification and Provisioning (IRACP) norms Stage 1 4,000.00 0.78 3,999.22 - 0.78 Stage 2 - - - - Stage 3 - - - - Subtotal for other items 4,000.00 0.78 3,999.22 - 0.78 Total Stage 1 277,065.46 1,374.47 275,690.99 1,098.80 275.67 Stage 2 2,279.88 77.90 2,201.98 14.58 63.32 Stage 3 5,466.56 670.78 4,795.78 913.39 (242.61) Total 284,811.90 2,123.15 282,688.75 2,026.77 96.38 *Principal Outstanding
Page 314
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 282 Note: 61 Liquidity Coverage Ratio (LCR) disclosure as required by RBI notification - RBI/DoR/2023-24/106 DoR. FIN.REC.No.45/03.10.119/2023-24 dated 19th October, 2023 ‘Master Direction – Reserve Bank of India (Non- Banking Financial Company – Scale Based Regulation) Directions, 2023’ , as amended from time to time to the extent applicable. A. Quantitative Disclosur e LCR Disclosure for the Quarter ended March 2025 Particulars 31-Mar-25 Total Unweighted Value (average)3 Total Unweighted Value (average)4 High Quality Liquid Assets 1 **Total High Quality Liquid Assets (HQLA) 14,423.59 14,423.59 Cash Outflows 2 Deposits (for deposit taking companies) - - 3 Unsecured wholesale funding - - 4 Secured wholesale funding 11,420.38 13,133.44 5 Additional requirements, of which - - (i) Outflo ws related to derivative exposuresand other collateral requirements - - (ii) Outflo ws related to loss of funding on debt products - - (ii) Credit and liquidity f acilities - - 6 Other contractual funding obligations 6,500.00 7,475.00 7 Other contingent funding obligations 5,404.60 6,215.29 8 TOTAL CASH OUTFLOWS 23,324.98 26,823.73 Cash Inflows 9 Secured lending 24,333.10 18,249.83 10 Inflows from fully performing exposures 9,026.97 6,770.22 11 Other cash inflows 11,771.38 8,828.53 12 TOTAL CASH INFLOWS 45,131.44 33,848.59 Total Adjusted Value 13 TOTAL HQLA 14,423.59 14 TOTAL NET CASH OUTFLOWS 6,705.94 15 LIQUIDITY COVERAGE RATIO (%) 215.09% LCR Disclosure for the Quarter ended December 2024 Particulars 31-Dec-24 Total Unweighted Value (average)3 Total Unweighted Value (average)4 High Quality Liquid Assets 1 **Total High Quality Liquid Assets (HQLA) 10,759.11 10,759.11 Cash Outflows 2 Deposits (for deposit taking companies) - - 3 Unsecured wholesale funding 4,895.68 5,630.03 4 Secured wholesale funding - 5 Additional requirements, of which - - (i) Outflows related to derivative exposuresand other collateral requirements - - (ii) Outflows related to loss of funding on debt products - - (iii) Credit and liquidity facilities - - 6 Other contractual funding obligations 1,500.00 1,725.00 7 Other contingent funding obligations 5,274.73 6,065.94 8 TOTAL CASH OUTFLOWS 11,670.41 13,420.98
Page 315
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 283 Particulars 31-Dec-24 Total Unweighted Value (average)3 Total Unweighted Value (average)4 Cash Inflows 9 Secured lending 24,481.50 18,361.13 10 Inflows from fully performing exposures 10,029.85 7,522.39 11 Other cash inflows 14,662.07 10,996.55 12 TOTAL CASH INFLOWS 49,173.42 36,880.06 Total Adjusted Value 13 TOTAL HQLA 10,759.11 14 TOTAL NET CASH OUTFLOWS 3,355.25 15 LIQUIDITY COVERAGE RATIO (%) 320.67% LCR Disclosure for the Quarter ended September 2024 Particulars 30-Sep-24 Total Unweighted Value (average)3 Total Unweighted Value (average)4 High Quality Liquid Assets 1 **Total High Quality Liquid Assets (HQLA) 17,222.70 17,222.70 Cash Outflows 2 Deposits (for deposit taking companies) - - 3 Unsecured wholesale funding - - 4 Secured wholesale funding 16,514.11 18,991.22 5 Additional requirements, of which - - (i) Outflo ws related to derivative exposuresand other collateral requirements - - (ii) Outflo ws related to loss of funding on debt products - - (iii) Credit and liquidity f acilities - - 6 Other contractual funding obligations 4,000.00 4,600.00 7 Other contingent funding obligations 4,623.93 5,317.52 8 TOTAL CASH OUTFLOWS 25,138.04 28,908.75 Cash Inflows 9 Secured lending 31,182.30 23,386.73 10 Inflows from fully performing exposures 8,959.57 6,719.68 11 Other cash inflows 12,681.26 9,510.94 12 TOTAL CASH INFLOWS 52,823.13 39,617.35 Total Adjusted Value 13 TOTAL HQLA 17,222.70 14 TOTAL NET CASH OUTFLOWS 7,227.19 15 LIQUIDITY COVERAGE RATIO (%) 238.30% LCR Disclosure for the Quarter ended June 2024
Page 316
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 284 Particulars 30-Jun-24 Total Unweighted Value (average)3 Total Unweighted Value (average)4 High Quality Liquid Assets 1 **Total High Quality Liquid Assets (HQLA) 14,819.00 14,819.00 Cash Outflows 2 Deposits (for deposit taking companies) - - 3 Unsecured wholesale funding - - 4 Secured wholesale funding 18,348.80 21,101.12 5 Additional requirements, of which - - (i) Outflo ws related to derivative exposuresand other collateral requirements - - (ii) Outflo ws related to loss of funding on debt products - - (iii) Credit and liquidity f acilities - - 6 Other contractual funding obligations 4,000.00 4,600.00 7 Other contingent funding obligations 4,396.95 5,056.50 8 TOTAL CASH OUTFLOWS 26,745.75 30,757.62 Cash Inflows 9 Secured lending 16,457.70 12,343.28 10 Inflows from fully performing exposures 16,759.36 12,569.52 11 Other cash inflows 22,166.31 16,624.73 12 TOTAL CASH INFLOWS 55,383.38 41,537.52 Total Adjusted Value 13 TOTAL HQLA 14,819.00 14 TOTAL NET CASH OUTFLOWS 7,689.40 15 LIQUIDITY COVERAGE RATIO (%) 192.72% B. Qualitative Disclosur e The Company has adopted Liquidity Risk Management (LRM) fr amework on liquidity standards as prescribed by the RBI guidelines and has put in place requisite systems and processes to enable periodical computation and reporting of the Liquidity Coverage Ratio (LCR). The mandated regulatory threshold is embedded into the Liquidity Risk The Company computes the LCR and reports the same to the Asset Liability Management Committee (ALCO) every month for review as well as to the ALM Committee of the Board. The Company foll ows the criteria laid down by RBI for calculation of High Quality Liquid Assets (HQLA),gross outflows and inflows within the next 30-day period. HQLA predominantly comprises unencumbered Cash and Bank balances,Government securities viz., Treasury Bills, Central and State Government securities, Investments in TREPs (Triparty Repo trades in Government Securities provided by The Clearing Corporation of India). The Board shall have the overall responsibility for management of liquidity risk. The Board shall decide the strategy,policies and procedures to manage liquidity risk in accordance with the liquidity risk tolerance/limitsdecided by itfrom time to time.The ALM Committee of the Board of Directors shall be responsible for evaluating the liquidity risk.Further details regarding management responsibilities on Liquidity Risk Management is disclosed under note 56(vi).
Page 317
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 285 Note: 62 Disclosure of restructured accounts as required by the Appendix III-D of RBI notification - RBI/DoR/2023- 24/106 DoR.FIN.REC.No.45/03.10.119/2023-24 dated 19th October, 2023 ‘Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023’ , ameded from time to time to the extent applicable. As at 31-03-2025 Sl No Type of Restrcturing Restructuring others** Asset classification Standard Sub Standard Doubtful Loss Total Details 1 Restructured accounts as on 1st April of the FY (Opening figure) No of Borrowers 10 8 188 1 207 Amount Outstanding 3.00 3.22 87.83 4.10 98.14 Provision thereon* 0.30 3.22 35.91 4.10 43.51 2 Fresh Restrucuring during the year No of Borrowers - - - - Amount Outstanding - - - - Provision* thereon - - - - 3 Upgradations to restructured standard category during the FY No of Borrowers - - - - - Amount Outstanding - - - - - Provision* thereon - - - - - 4 Restructured standard accounts which cease to attract higher provisioning and /or additional risk weight at the end of the FY and hence need not to be showed as restructured standard advances at the beginning of next FY No of Borrowers - - - - - Amount Outstanding - - - - - Provision* thereon - - - - - 5 Downgradations of restructured accounts during the FY No of Borrowers - 2 5 - 7 Amount Outstanding - 0.30 1.70 - 2.00 Provision* thereon - 0.07 1.40 - 1.47 6 Writeoffs /settlement/recoveries of restructured accounts during the FY No of Borrowers 7 3 72 0 82 Amount Outstanding 1.82 0.43 25.01 0.00 27.26 Provision* thereon 0.18 0.04 9.37 0.00 9.59 7 Restructured accounts as on March 31 of the FY(Closing figure) No of Borrowers 1 2 121 1 125 Amount Outstanding 0.39 0.30 52.17 3.62 56.48 Provision* thereon 0.00 0.07 31.20 3.62 34.90 As at 31-03-2024 Sl No Type of Restrcturing Restructuring others** Asset classification Standard Sub Standard Doubtful Loss Total Details 1 Restructured accounts as on 1 st April of the FY (Opening figure) No of Borrowers - 14 342 4 360 Amount Outstanding - 7.54 171.06 4.46 183.06 Provision thereon* - 0.75 59.63 4.46 64.84 2 Fresh Restrucuring during the year No of Borrowers - - - - Amount Outstanding - - - - Provision* thereon - - - - 3 Upgradations to restructured standard category during the FY No of Borrowers - - - - - Amount Outstanding - - - - - Provision* thereon - - - - -
Page 318
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 286 Sl No Type of Restrcturing Restructuring others** Asset classification Standard Sub Standard Doubtful Loss Total Details 4 Restructured standard accounts which cease to attract higher provisioning and /or additional risk weight at the end of the FY and hence need not to be showed as restructured standard advances at the beginning of next FY No of Borrowers - - - - - Amount Outstanding - - - - - Provision* thereon - - - - - 5 Downgradations of restructured accounts during the FY No of Borrowers - - 6 - 6 Amount Outstanding - - 2.10 - 2.10 Provision* thereon - - 0.71 - 0.71 6 Writeoffs of restructured accounts during the FY No of Borrowers 0 3 148 1 152 Amount Outstanding 0.00 1.04 47.72 0.00 48.76 Provision* thereon 0.00 0.10 15.81 0.00 15.91 7 Restructured accounts as on 31 st March of the FY(Closing figure) No of Borrowers 10 8 188 1 207 Amount Outstanding 3.00 3.22 87.83 4.10 98.14 Provision* thereon 0.30 3.22 35.91 4.10 43.51 * Provision as per IRAC norms ** During FY 2021– 22, normal restructuring included 364 cases of MSME-restructured loans, which were reclassified during FY 2022–23 as MSME- restructure. *** Since the abo ve disclosure pertains to the section “Others”, the first two sections namely, “under CDR Mechanism “and“ under Debt Restructuring Mechanism” as per format prescribed in guidelines are not included above. Note 63 (a): Additional disclosures as required by the Reserve Bank of India Particulars As at 31st March, 2025 As at 31st March, 2024 Total Gold loan portfolio 260,236.97 217,666.63 Total Assets 398,355.69 338,930.60 Gold loan portfolio as a percentage of total assets 65% 64% Note 63 (b): Additional disclosures as required by the Reserve Bank of India Year Number of Loan Accounts Principal Amount outstanding at the dates of auctions (A) Value fetched 31-Mar-24 54,333 2,286.44 3,174.49 31-Mar-25 138,113 6,021.96 9,282.98 Note: The company confirms that no sister concerns participated in the auctions during the year ended 31st March, 2025 and 31st March, 2024.
Page 319
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 287 Note 64:Disclosure as per amended Schedule III to the Companies Act,2013 64A: Disclosure on the f ollowing matters required under Schedule III as amended not being or applicable in case of the company,same are not covered such as a) No proc eedings have been initiated or are pending against the Company for holding any Benami property under the Benami Property (Prohobition) Act ,1988 (45 of 1988)and the rules made thereunder. b) The c ompany has not been declared willful defaulter by any bank or financial institution or government or any government authority. c) No registr ation or satisfaction of charges are pending to be filed with ROC. d) The company has not ent ered into any scheme of arrangement. e) There ar e no transactions which have not been recorded in the books. f) The company has not tr aded or invested in crypto currency or virtual currency during the financial year. g) There ar e no significant regroupings/re-classification for the year under audit. h) There ar e no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (Such as, search or survey or any other relevent provisions of the Income Tax Act, 1961. i) For the financial year ended 31 st March, 2025 and previous year ended 31 st March, 2024, the quarterly statements or returns filed by the Company with banks/ financial institutions are in agreement with books of accounts. 64B:Utilisation of Borrowed funds or share premium (i) No funds hav e been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies),including foreign entities(“Intermediaries”), with the understanding,whether recorded in writing or otherwise,that the Intermediary shall,whether, directly or indirectly lend to or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. (i i) No funds ha ve been received by the Company from any person(s) or entity(ies),including foreign entities(“Funding Parties”),with the understanding,whether recorded in writing or otherwise,that the Company shall,whether, directly or indirectly lend to or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. 64C: Relationship with struck off companies Nil . *As on reporting date(31-03-2025) Note 65:Fraud Instances of fraud for the year ended 31st March, 2025 Nature of fraud No. Of Cases Amount of Fraud Recovery Fraud Committed by employees 67 48.92 3.55 Fraud Committed by customers and outsiders 99 461.55 47.21 Total 166 510.47 50.76 Instances of fraud for the year ended 31st March, 2024 Nature of fraud No. Of Cases Amount of Fraud Recovery Fraud Committed by employees 68 205.60 24.46 Fraud Committed by customers and outsiders 60 20.31 7.75 Total 128 225.91 32.21
Page 320
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 288 Note 66: Breaches in terms of covenants in respect of loans availed by the NBFC or debt securities issued by the NBFC including incidence/s of default. There were no instances of default or breaches of covenant in respect of loan availed or debt securities issued during the financial years ended 31st March,2025 and 31st March, 2024. Note 67: Unhedged foreign currency exposure The company does not have any Unhedged foreign currency exposure as on 31st March, 2025. Although, the company holds foreign currency notes as disclosed in Note 8 - Cash and Cash Equivalents amounting to `1.16 Mn (FY 2023-24 - `0.65 Mn) Note 68:Intra-group exposures Particulars 31-Mar-2025 31-Mar-2024 i) Total amount of intra-group exposure 21,838.54 18,584.85 ii) Total amount of top 20 intra-group exposure 21,838.54 18,584.85 iii) Perc entage of intra-group exposure to total exposure of NBFC on borrowers/ customers 6.48% 6.35% Note 69:Disclosure under covid resolution plans Detail of resolution plans implemented under the “Resolution framework for COVID-19-related Stress” as per the RBI notification no. RBI/2020-21/16 DOR.NO.BP.BC/3/21.04.048/2020-21 dated 06 th August, 2020 and RBI/2021-22/31 DOR.STR. REC.11/21.04.048/2021-22 dated 05 th May, 2021 as at 31 st March, 2025 are given below.The resolution plans were based on the parameters laid down in the resolution policy approved by the Board of Directors of the Company and in accordance with the guidelines issued by the Reserve Bank of India. Format B As at 31st March, 2025 Type of borrower Exposure to accounts classified as standard consequent to implementation of resolution plan-Position as at the end of previous half year.(A) Of (A),aggregate debt that slipped into NPA during the half year Of (A), amount written off during the half year Of (A), amount paid by borrowers during the half year Exposure to accounts classified as standard consequent to implementation of resolution plan- position as at the end of this half year. Personal Loans # 0.56 0.00 - 0.30 0.26 Corporate Persons* - - - - - Of which MSMEs - - - - - Others 0.30 0.00 0.00 0.20 0.10 Total 0.86 0.00 0.00 0.50 0.37 # Includes restructuring done in respect of request received as of 30th September, 2021 processed subsequently. * As defined in Section 3(7) of the Insolvency and Bankruptcy Code, 2016 Note 70:MSME Restructuring disclosure The disclosure as required under RBI notification No.RBI/2020-21/17 DOR.No.BP.BC/4/21.04.048/2020-21 on Micro, Small and Medium Enterprises (MSME) sect or – Restructuring of Advances dat ed 06 th August, 2020, and under RBI Notification No.RBI/2021-22/32 DOR.STR.REC.12/21.04.048/2021-22 dated 5th May, 2021 are as follows: As at 31st March, 2025 Type of borrower No.of accounts restructured Exposure to restructured accounts As on 31.03.2025 MSME 220 56.74*
Page 321
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 289 As at 31st March, 2024 Type of borrower No.of accounts restructured Exposure to restructured accounts As on 31.03.2024 MSME 318 94.51* *Total outstanding has been considered Note-71 :Corporate Governance report containing composition and category of directors, shareholding of non- executive directors, etc. The corporate governance report containing composition and category of directors, shareholding of non-executive directors is part of the annual report for the financial years ended 31st March, 2025 and 31st March, 2024. Note 72. Disclosure for Loans to Directors, Senior Officers and Relatives of Directors as required as per Annex XI of RBI notification - RBI/DoR/2023-24/106 DoR.FIN.REC.No.45/03.10.119/2023-24 dated 19th October, 2023 ‘Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023’ , as amended from time to time to the extent applicable. Particulars As at 31st March, 2025 As at 31st March, 2024 Directors and their relatives Nil Nil Entities associated with directors and their relatives Nil Nil KMPs Nil Nil Senior Officers and their relatives Nil Nil During the year the subsidiary company Manappuram Home Finance Limited have availed and repaid loan ` 250 Mn @ Int. Rate. 10.15% Note 73: Divergence in asset classification and provisioning above a certain threshold to be decided by the Reserve Bank. The RBI has neither assessed any additional provisioning requirements in excess of 5 % of the reported profits before tax and impairment loss on financial instruments for the financial year ended 31 st March, 2024, nor identified any additional Gross NPA in excess of 5 % of the reported gross NPA for the said period. Note 74: Items of income and expenditure of exceptional nature. On July 26,2024, the Company was informed by its Subsidiary namely Manappuram Comptech and Consultants Ltd(“MACOM”), providing IT Support Services to the Company, of instances of embezzlement of funds of the Company to the extent of approximately `197.77 Mn through unauthorized access. 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 embezzlemet of funds were noted by them and the assessed loss remains the same to the extent of `197.77 Mn as determined during the preliminary findings. Considering that an employee of MACOM was involved in the embezzlement of funds, the Company has submitted a recovery plan to MACOM for `197.77 Mn, which had been approved by the Board Of Directors 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. Since the amount of `197.77 Mn is fully recoverable from MACOM, there is no additional impact, which needs to be accounted in the Standalone Financial Statements for the year ended March 31,2025. During the reporting period, the company has accounted for compensation receivable of ` 197.77 Mn for losses suffered due to fraudulent activities. This compensation is considered as an exceptional item due to its nature and size. The compensation has been recognized in the Profit & Loss Statement as an exceptional item, reflecting its non-recurring nature. This treatment aligns with the relevant accounting standards and provides a clear view of the company’s operational performance.There is an income of exceptional nature of `197.77 Million for the financial years ended March 31, 2025.
Page 322
Notes to Standalone Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 290 Note 75:Disclosure on modified opinion,If any,expressed by auditors,its impact on various financial items and views of management on audit qualifications The auditors have expressed an unmodified opinion on the standalone financial statements of the Company for the financial years ended 31st March, 2024 and 31st March, 2025. Note 76: Disclosure on Long Tem Contracts The company did not have any long-term contracts including derivative contracts for which there were any material foresseeable losses. Note 77: Disclosure on Investor Education and Protection Fund During the year ended 31st March, 2025, the Company has transferred an amount of ` 6.95 million representing unclaimed dividends and unpaid NCD to the Investor Education and Protection Fund, in accordance with the provisions of Section 124(5) of the Companies Act, 2013. Furter, the company had initiated the process of transferring amounts pertaining to Unpaid Dividend (INR 0.86 million) to the Investor Education and Protection Fund (IEPF) well before due date. But due to technical glitches in MCA portal and change over from V2 version to V3 version, process got delayed and had filed the e-form IEPF – 1 with MCA after due date which was beyond the control of Company. Due care has been taken in filing e-form with MCA within due date. Note 78: Unsecured advances The Company has not granted unsecured advances against collateral of intangible securities such as charge over the rights, licenses or authority. Note 79: Whistle- Blower Complaints There were Nil complaints received by the company during the financial years ended 31st March, 2025 and 31st March, 2024. Note 80: Audit Trail The Company uses accoutnting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year (at application level and at database level) for all relevant transactions recorded in the software. Further, the audit trail has been preseved by the Company as per statutory requirements for record retention. Note 81: Details of financing of parent company products The Company does not have any parent company, hence not applicable. Note 82: Previous year figures Previous year figures have been regrouped/reclassified, where necessary, to conform current year’s classification. As per our Report of even date For KKC & Associates LLP For and on behalf of the Board of Directors Chartered Accountants (formerly Khimji Kunverji & Co LLP) ICAI Firm Registration No: 105146W/W100621 Sd/- Sd/- Sd/- Soor ej Kombaht V. P. Nandakumar Dr. Sumitha Nandan Partner Managing Direct or & CEO Whole Time Director Membership No: 164366 DIN: 00044512 DIN:03625120 Plac e : Valapad For Chokshi & Chokshi LLP Chartered Accountants ICAI Firm Registration No: 101872W/W100045 Sd/- Sd/- Sd/- Vineet Sax ena Bindu A. L Manoj Kumar V. R Partner Chief Financial Officer Company Secretary Member ship No:100770 Place: Mumbai Place: V alapad Date: 9th May, 2025 Date: 9th May, 2025
Page 323
Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 291 Annexure I Schedule to the Balance Sheet of a Non -Banking Financial Company (as required in terms of Annex VIII of RBI notification - RBI/DoR/2023-24/106 DoR.FIN.REC.No.45/03.10.119/2023-24 dated October 19, 2023 ‘Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023’, as amended from time to time to the extent applicable) (INR in millions) Particulars Liabilities side : Amount Outstanding Amount Overdue (1) Loans and advances availed by the non-banking financial company inclusive of interest accrued thereon but not paid : (a) Debentures : Secured 32,373.82 - : Unsecured - - (other than falling within the meaning of public deposits*) (b) Deferred Credits (c) Term Loans 136,557.38 - (d) Inter-corporate loans and borrowing - - (e) Commercial Paper 2,941.43 - (f) Public Deposits* - - (g) Other Loans (specify nature) Subordinate bond - - Bank 72,293.41 - USD Bond 26,240.11 - Others - - * Please see Note 1 below (2) Break-up of (1)(f) above (Outstanding public deposits inclusive of interest accrued thereon but not paid) : (a) In the form of Unsecured debentures - - (b) In the form of partly secured debentures i.e. debentures where there is a shortfall in the value of security - - (c) Other public deposits - - * Please see Note 1 below Assets side : Amount outstanding (3) Break-up of Loans and Advances including bills receivables [other than those included in (4) below] : (a) Secured 3,33,783.10 (b) Unsecured 3,119.79 (4) Break up of Leased Assets and stock on hire and hypothecation loans counting towards EL/HP activities (i) Lease assets including lease rentals under sundry debtors : - (a) Financial lease - (b) Operating lease - (ii) Stock on hire including hire charges under sundry debtors : - (a) Assets on hire - (b) Repossessed Assets - (iii) Hypothecation loans counting towards EL/HP activities - (a) Loans where assets have been repossessed - (b) Loans other than (a) above -
Page 324
Annual Report 2 0 2 4 - 2 5 292 (5) Break-up of Investments : Current Investments : 1. Quoted - (i) Shares - (a) E quity - (b) Pr eference - (ii) Debentures and Bonds - (iii) Units of mutual funds - (iv) Government Securities - (v) Others (please specify) - 2. Unquoted - (i) Shares - (a) E quity - (b) Pr eference - (ii) Debentures and Bonds - (iii) Units of mutual funds - (iv) Government Securities - (v) Others (please specify) - Long Term investments : 1. Quoted : (i) Share (a) E quity 46.57 (b) Pr eference - (ii) Debentures and Bonds - (iii) Units of mutual funds - (iv) Government Securities 3,063.48 (v) Others (please specify) - 2. Unquoted (i) Shares (a) E quity 13,461.32 (b) Pr eference - (ii) Debentures and Bonds 1,647.14 (iii) Units of mutual funds - (iv) Government Securities - (v) Others (please specify) -
Page 325
Standalone CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 293 (6) Borrower group-wise classification of assets financed as in (3) and (4) above: Please see Note 2 below Category Amount net of provisions Secured Unsecured Total 1. Related Parties ** (a) Subsidiaries - - - (b) Companies in the same group - - - (c) Other related parties - - - 2. Other than related parties 3,33,783.10 3,119.79 3,36,902.89 Total 3,33,783.10 3,119.79 3,36,902.89 (7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted) : Please see note 3 below Category Market Value / Break up or fair value or NAV Book Value (Net of Provisions) 1. Related Parties ** (a) Subsidiaries 15,108.47 15,108.47 (b) Companies in the same group - - (c) Other related parties - - 2. Other than related parties 3,110.06 3,110.06 Total 18,218.53 18,218.53 ** As per Accounting Standard of ICAI (Please see Note 3) (8) Other information Particulars Amount (i) Gross Non-Performing Assets (a) Related parties - (b) Other than related parties 8,905.68 (ii) Net Non Performing Assets (a) Related parties - (b) Other than related parties 7,527.44 (iii) Assets acquired in satisfaction of debt - Notes : 1 As defined in paragr aph 5.1.26 of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016. 2 Pro visioning norms shall be applicable as prescribed in the Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 3 All notified Accounting Standards and Guidance Notes issued by ICAI are applicable including for valuation of investments and other assets as also assets acquired in satisfaction of debt. However, market value in respect of quoted investments and break up/ fair value/ NAV in respect of unquoted investments shall be disclosed irrespective of whether they are classified as long term (amortised cost in the case of Ind AS) or current (fair value in the case of Ind AS) in (5) above.
Page 326
Annual Report 2 0 2 4 - 2 5 294 Independent Auditors’ Report To the Members of Manappuram Finance Limited Report on the Audit of the Consolidated Financial Statements Opinion 1. We have audited the accompanying Consolidated Financial Stat ements of Manappuram Finance Limited (the Holding Company’ or ‘the Parent’ or ‘the Company’), and its subsidiaries (the ‘Holding Company and its subsidiaries together referred to as the ‘Group’), which comprise the Consolidated Balance Sheet as at 31 March 2025, and the Consolidated Statement of Profit and loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows for the year ended on that date, and notes to the Consolidated Financial Statements, including a summary of material accounting policy information and other explanatory information (hereinafter referred to as the ‘Consolidated Financial Statements’). 2. In our opinion and t o the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate financial statements of such subsidiaries, as were audited by the other auditors, the aforesaid Consolidated Financial Statements give the information required by the Companies Act, 2013 (the ‘Act’) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended (’Ind AS’) and other accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2025, and its consolidated profits and other comprehensive income, consolidated changes in equity and its consolidated cash flows for the year ended on that date. Basis for Opinion 3. We conducted our audit in accordance with the Standards on Auditing (‘SAs’) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by Institute of Chartered Accountant of India (‘ICAI’) together with the ethical requirements that are relevant to our audit of the Consolidated Financial Statements under the provisions of the Act, and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained along with the consideration of audit reports of the other auditors referred to in the ‘Other Matters’ paragraph below is sufficient and appropriate to provide a basis for our opinion on the Consolidated Financial Statements. Emphasis of Matter 4. We draw attention to note no. 55 (ii) of the Consolidated Financial Statement describing the identification of instances of embezzlement of the Company’s funds by an employee of the Company’s subsidiary, Manappuram Comptech and Consultants Limited (the ‘subsidiary’) and the details of investigation carried out by an independent consultant. As represented by the Company’s management, the independent consultant has concluded the investigation procedures and has confirmed that the extent of the embezzlement does not exceed ` 197.77 millions as determined during the preliminary findings. 5. We dr aw attention to note no. 58 (ii) (b) of the Consolidated Financial Statement describing Reserve Bank of India (’RBI’)’s cease-and-desist order dated October 17, 2024 on AMFL from sanction and disbursal of loan, which was effective from the close of business on October 21, 2024. This action was based on material supervisory concerns observed in the pricing policy of the AMFL in terms of weighted average lending rate and interest spread charged over the cost of funds, which were found to be excessive and not in adherence with the RBI regulations. These business restrictions did not preclude the AMFL from servicing their existing customers and carrying out collection and recovery processes in accordance with the extant regulatory guidelines. Subsequently to the same, the AMFL initiated remedial action and submitted their various compliances to the RBI. The RBI had lifted the afore-mentioned restrictions placed vide their order (CO.DOS.DSD.No. 57210/51-01402/2024.25) dated January 8, 2025. Our opinion on the Consolidat ed Financial Statement is not modified in respect of the above matters. Key Audit Matters 6. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements of the current year. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 7. We ha ve determined the matters described below to be the key audit matters to be communicated in our report.
Page 327
Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 295 Key Audit Matter (‘KAM’) How the KAM was addressed in our audit Interest Income on Gold Loans: Interest Income on Gold Loans for the financial year ended 31 March 2025: INR 51,510.54 millions. Refer note no. 30 (i) to the Consolidated Financial Statements Interest Income on Gold Loan is based on the various gold loan schemes provided by the Company which is netted off against the rebates & discounts given for prompt or early re-payments. The calculation of the rebates & discount amounts netted off against the interest income involve complexities on account of discretion & management judgement which is dependent upon the timing and period of repayment under the different schemes. Considering the significance of interest income on gold loans and the above factors we have considered Interest Income on gold loan as Key Audit Matter Our audit procedures in respect of this matter included the following: Obtained an understanding of various schemes approved by the management and process, applications and controls implemented on in relation to computation & recognition of interest income on gold loans and rebated provided to the customer on prompt and early re-payment Evaluated the IT Architecture, process flow and operating eff ectiveness of key internal financial controls pertaining to the recognition of the various gold loan schemes and interest income thereon, including rebates & discounts. Tested the relevant IT General Controls around access and change management r elating to interest income computation and related information used in interest computation. For loans settled during the year, on test check basis, e xamined the accuracy of interest income and the rebated recognised under various gold loans schemes by performing re-computation. For loans disbursed during the year and remaining outstanding as at the r eporting date, re-computation of interest income was performed for the entire outstanding loans. Performed analytical procedures and test of details pr ocedures for testing the accuracy and completeness of revenue recognized. Obtained the list of modifications made in the int erest scheme master during the year and verified the same on test check basis. Reconciliation of balances as per general ledger and sub- l edgers were performed to ascertain the completeness of the transactions recognised. Further reconciliation was performed between sub-ledger and customer transaction history for selected transactions Assessed the appropriat eness, accuracy and adequacy of related presentation and disclosures in accordance with the applicable accounting standards.
Page 328
Annual Report 2 0 2 4 - 2 5 296 Key Audit Matter (‘KAM’) How the KAM was addressed in our audit Provision for Expected Credit Losses (ECL) on Loans: Total Gross Loans as at 31 March 2025: INR 3,21,895.39 millions Impairment Provision as at 31 March 2025: INR 2,872.71 millions Refer note no. 11 to the Consolidated Financial Statements In accordance with Ind AS 109 ‘Financial Instruments’, the Company applies ECL model for measurement and recognition of impairment loss on the loan assets. ECL involves an estimation of probability weighted loss on financial instruments over their life, considering reasonable and supportable information about past events, current conditions, and forecasts of future economic conditions which could impact the credit quality of the Company’s financial assets (loan portfolio). Impairment loss measurement requires use of statistical models to estimate the Probabilities of Default (PD), Loss Given Default (LGD) and Exposure at Default (EAD). These models are key driver to measure Impairment loss. Significant judgements are used in classifying loan assets and applying appropriate measurement principles. The allowance for ECL involves a significant level of management judgement and estimation uncertainty in the following key areas: Assessing whether ther e has been a significant increase in credit risk for exposures since its initial recognition by comparing the risk of default occurring over the expected life of the asset between the date of initial recognition and the reporting date, which involves estimation uncertainty in computing the default risk over life of the assets which is likely to be more than one year. Classification of l oan assets to stage I, II, or III using criteria in accordance with Ind AS 109 where no significant increase in credit risk has been observed, such assets are classified in ‘Stage I’, loans that are considered to have significant increase in credit risk are not credit impaired are considered to be in ‘Stage II’ and those which are in default or for which there is an objective evidence of impairment are considered to be in ‘Stage III’. Such classification requires significant management judgements due to the nature of loan assets and assessment required thereon. Determination of EAD, PD and estimation of LGD. The pr obability of default for the pools are computed based on the historical losses incurred on defaults, adjusted with any forward-looking macro-economic factors which is subject to estimation uncertainty. Similarly, the Company computes the Loss Given Default based on the recovery rates as estimated by management. Considering the above, allowance for Expected Credit Loss on Loan Assets requires a high degree of judgement and estimation uncertainty, with a potential range of outcomes which have a significant impact on the financial statements. Accordingly, we have determined Provision for ECL on Loans as a Key Audit Matter. Our audit procedures in respect of this matter included the following, but not limited to: Obtained understanding of the credit risk attached to each portfolio or business segment of the Company and the derivation of the model used by the Company for determination of ECL for each major portfolio. Examined policies approved by the Board of Directors f or computation of ECL that addresses procedures and controls for assessing and measuring credit risk on all lending exposures commensurate with the size, complexity and risk profile specific to the Company. Evaluated the Company’s accounting policy in respected of ECL provisioning in compliance with requirements of Ind AS 109 ‘Financial Instruments’ Assessed & v alidated the design and operating effectiveness of controls across the processes relevant to allowance for ECL. These controls, among others, included controls over the appropriateness of data used for measurement, allocation of assets into stages including management’s monitoring of stage effectiveness, financial information used for deriving PD and LGD, computation of PD, LGD and consequently the ECL as at the reporting date and posting of related journal entries. Verified on sample basis, the completeness of loans incl uded in the Expected Credit Loss calculations as of 31 March 2025 and the accuracy of the source data Selected samples & verified appropriateness of classification of loan assets in stage I, II and III in accordance with the policy approved by the Board of Directors. Examined the appropriateness of information used in the estimation of the Probability of Default (‘PD’) and recomputed the average PD to applied for measurement of ECL as at the reporting date. Further, validated the information of the macro-economic factors used for determining the PD from external sources. Validating the recoverability analysis performed by the management f or cases tagged as non-performing assets as at the reporting date for determining the Loss given Default (‘LGD’) for the different stages depending on the nature of the portfolio. Performed re-computation of LGD at each pledge level. Selected samples of exposure and verified the appr opriateness of determining Exposure at Default (EAD), PD and LGD. Performed an overall assessment of the ECL provision l evels at each stage. Assessed the adequacy and appropriat eness of disclosures in compliance with the Ind AS 107 in relation to ECL especially in relation to judgements used in estimation of ECL provision.
Page 329
Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 297 Key Audit Matter (‘KAM’) How the KAM was addressed in our audit Information Technology (‘IT’) Systems and Controls: The IT environment of the Company is complex and involves a large number of independent and interdependent modules used in the operations of the Company for processing and recording a large volume of transactions. As a result, there is a high degree of reliance and dependency on such IT systems for the financial reporting process of the Company In particular, the IT system is used for recording all disbursements and collections, identification and tagging of pledged loans to customers and calculating interest income and overdue days. The Company’s accounting and financial reporting processes are dependent on automated controls enabled by IT systems which impacts key financial accounting and reporting items such as loans, interest income, impairment on loans amongst others. The reliability and security of IT systems play a key role in the business operation. The controls implemented by the Company in its IT environment determine the integrity, accuracy, completeness and validity of data that is processed by the applications and is ultimately used for financial reporting. Accordingly, we have identified ‘IT systems and controls’ as key audit matter because of the high-level automation, significant number of modules being used by the management and the complexity of the IT architecture and its impact on the financial reporting system. Our audit procedures with respect to this matter included the following, but were not limited to the following: Involved IT specialists as part of the audit for the purpose of testing the IT general controls and application controls to determine the accuracy of the information produced by the Company’s IT systems. Obtained a compr ehensive understanding of IT Environment, IT Applications and related infrastructure to assess the controls with reference to preparation of financial statements. Tested design and operating effectiveness of key controls oper ating over user access management, change management and other IT operations (which includes testing of key controls pertaining to, backup and incident management and data centre security), System interface controls. This included testing that requests for access to systems were appropriately logged, reviewed, and authorized; Testing the controls laid down by the management over modification of transactions recognised in the accounting modules or insertion or deletion of transactions in the accounting module. Further tested the controls with respect to insertion or modification of interest rate masters and customer transaction history. Examined the process and procedures and other documentations f or complying with the requirements of the RBI Master Direction on Information Technology Governance, Risk, Controls and Assurance Practices (DoS. CO.CSITEG/SEC.7/31.01.015/2023-24 dated November 7, 2023) The auditors of Asirvad Micro Finance Limited, vide their audit report dated 07 May 2025, have expressed an unmodified opinion on the financial statements. Based on consideration of their report, the following Key Audit Matters have been included by us on as is where is basis as under: Key Audit Matter (‘KAM’) Auditors’ Response Expected Credit Loss - Impairment of carrying value of loans and advances Under Ind AS 109, Expected Credit Losses (‘ECL’) are required to be determined for recognizing impairment losses on financial assets which are stated at amortized cost. The Company exercises significant judgment using assumptions in recognizing impairment provision for loans and advances. The computation of impairment provision or ECL is based on significant management estimates and judgments, which are as under: Judgements about credit risk char acteristics for collective evaluation of impairment under various stages of ECL Qualitative and quantitativ e factors used in staging the loan assets carried at amortized cost Model estimations – Inherently judgemental models ar e used to estimate ECL which involves determining Probabilities of Default (PD), Loss Given Default (LGD) and Exposures at default (EAD) Performed following audit procedures: Read the Company’s Boar d approved Ind AS 109 based impairment provisioning Methodology and Estimates policy. Understood and assessed the Company’s process and c ontrols on measurement and recognition of impairment in the loan portfolio. Verified on a sample basis, loans in stage 1, 2 and 3 to asc ertain that they were allocated to the appropriate stage. Test checked the Probability of Default (‘PD’) and Loss Giv en Default (‘LGD’) computations performed by the management, including testing data used in assessment and evaluation of whether the results Support appropriateness of the PDs at a portfolio level
Page 330
Annual Report 2 0 2 4 - 2 5 298 Key Audit Matter (‘KAM’) Auditors’ Response Consideration of probability scenarios and forward looking macro-economic factors ECL requires a large variety of data such as historical data, macro-economic & state specific variables as an input to the ECL model. This increases the risk of completeness and accuracy of the data that has been used to create assumptions in the model. In view of the criticality of the item to the Financial Statements, complex nature of assumptions, interpretations of RBI regulations & judgements exercised by the management and loans forming a major portion of the Company’s assets and impairment charge for the year being material to the net profit for the year, in our opinion this is considered as a Key Audit Matter. Test checked the computations of determining Exposure at Def ault (EAD) Test checked the manner of determining significant incr ease in credit risk and the resultant basis for classification of exposures into various stages. Performed an assessment of the ECL provision at each stage t o determine if they were reasonable considering the Company’s portfolio, risk profile, credit risk management practices and the macroeconomic environment. Tested the arithmetical accuracy of the computations made by the Company. Perused the disclosur es in the financial statements in respect of ECL and specific disclosures made in adherence with RBI guidelines related to COVID 19 packages. We have also obtained management representations wher ever considered necessary. IT Systems and Controls The Company operates in a complex IT environment that involves substantial reliance on its IT systems which are extensively used in the operations of the Company for processing and recording voluminous data impacting key financial data including loans, interest income, repayment collections data and impairment of financial instruments. These IT systems are also extensively used in the financial reporting process. Adequate IT General Controls, application controls and access controls are required to ensure that such IT systems are able to process the data to ensure data consistency, accuracy and reliability especially for financial reporting. We have identified IT Systems and Controls impacting financial reporting as key audit matter because of significant use of IT system and the scale and complexity of the IT architecture including its extensive use in the financial reporting process. Our audit outcome is dependent on the effective functioning of such IT systems. Performed audit procedures set out below: Obtained an understanding of the Company’s business IT environment and key changes if any during the audit period that may be relevant to the audit. Audit procedures included verifying testing and reviewing the design and operating effectiveness of the key automated and manual business cycle controls and logic for system generated reports relevant to the audit by verifying the reports/returns and other financial and non- financial information generated from the system on a test check basis. Tested the automated computation performed by the IT syst ems including that of interest income. Placed reliance on audit report issued by the independent thir d-party auditor as appointed by the Company for review of Information Security and IT General Control. Also obtained management repr esentations wherever considered necessary.
Page 331
Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 299 The auditors of Manappuram Home Finance Limited, vide their audit report dated May 02, 2025, have expressed an unmodified opinion on the financial statements. Based on consideration of their report, the following Key Audit Matter has been included by us on as is where is basis as under: Key Audit Matter Auditor’s Response Expected Credit Loss (ECL) on Loans and Advances The estimation of ECL on financial instruments involves significant judgement and estimates. As part of our risk assessment, we determined that the allowance for ECL on loan assets has a high degree of estimation uncertainty, with a potential range of reasonable outcomes for the financial statements. The elements of estimating ECL which involved increased level of audit focus are the following: Performed the following audit procedures: a) Testing the design and eff ectiveness of internal controls over the following: Key controls over the completeness and accuracy of the key inputs, data and assumptions into the Ind AS 109 impairment models. a) Data inputs - The application of ECL model requires several data inputs. b) Model estimations – Inher ently judgmental models are used to estimate ECL which involves determining Probabilities of Default (“PD”), Loss Given Default (“LGD”), and Exposures at Default (“EAD”). The PD and the LGD are the key drivers of estimation complexity in the ECL and as a result are considered the most significant judgmental aspect of the Company’s modelling approach. c) Qualitative and quantitativ e factors used in staging the loan assets measured at amortized cost. d) Ec onomic scenarios – Ind AS 109 requires the Company to measure ECLs on an unbiased forward-looking basis reflecting a range of future economic conditions. Significant management judgement is applied in determining the economic scenarios used and the probability weights applied to them. Key c ontrols over the application of the staging criteria consistent with the definitions applied in accordance with the policy approved by the Board of Directors including the appropriateness of the qualitative factors. Management’s c ontrols over authorisation and calculation of post model adjustments and management overlays to the output of the ECL model. b) Also, for a sample of ECL allowance on loan assets tested in respect of key inputs, data and assumptions impacting ECL calculations to assess the completeness, accuracy and relevance of data, reasonableness of economic forecasts, weights, and model assumptions applied. Test ed the mathematical accuracy and computation of the allowances by using the same input data used by the Company. Reviewed the PD and LGD calculation provided by the Company. c) Testing management’s controls on compliance with disclosures to confirm the compliance with the provisions of relevant provisions of Ind AS 109 and the RBI and verified impairment methodologies and reasonableness of assumptions used. d) For models which were changed or updated during the year, evaluating whether the changes were appropriate by assessing the updated model methodology. e) Read and assessed the disclosures included in the Ind AS financial statements in respect of expected credit losses with the requirements of Ind AS 107 Financial Instruments: Disclosure (“Ind AS 107”) and Ind AS 109. Other Information 8. The Company’s Management & Boar d of Directors are responsible for the preparation of the other information. The other information comprises the information included in the Company’s annual report but does not include the Consolidated Financial Statements and our auditors’ report thereon. The Other Information is expected to be made available to us after the date of this auditor’s report. 9. Ou r opinion on the Consolidated Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon. 10. In connection with our audit of the Consolidated Financial Statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Consolidated Financial Statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. 11. When w e read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate action as applicable under the relevant laws and regulations.
Page 332
Annual Report 2 0 2 4 - 2 5 300 Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements 12. The Company’s Management and Board of Directors are r esponsible for the preparation and presentation of these Consolidated Financial Statements, that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated changes in equity and consolidated Cash Flows of the Group in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection of the appropriate accounting software for ensuring compliance with applicable laws and regulations including those related to retention of audit logs; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Consolidated Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Consolidated Financial Statements by the Directors of the Company, as aforesaid. 13. In preparing the Consolidated Financial Statements, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of each company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. 14. The respectiv e Board of Directors of the companies included in the Group are responsible for overseeing the financial reporting process of the respective companies. Auditor’s responsibilities for the audit of the Consolidated Financial Statements 15. Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements. As part of an audit in ac cordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: 15.1. Identify and assess the risks of mat erial misstatement of the Consolidated Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. 15.2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Holding Company has adequate internal financial controls with reference to Consolidated Financial Statements in place and the operating effectiveness of such controls. 15.3. Ev aluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and the Board of Directors. 15.4. Conclude on the appr opriateness of the management and Board of Director’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. 15.5. Ev aluate the overall presentation, structure and content of the Consolidated Financial Statements, including the disclosures, and whether the Consolidated Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation. 15.6. Obtain sufficient appropriat e audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the Consolidated Financial statements. We are responsible for the direction, supervision and performance of the audit of the Financial Statements of such entities included in the Consolidated Financial Statements of which we are the independent
Page 333
Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 301 auditors. For the other entities included in the Consolidated Financial Statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion. 16. We c ommunicate with those charged with governance of the Holding Company and such other entities included in the Consolidated Financial Statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 17. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. 18. Fr om the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Consolidated Financial Statements of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Other Matters 19. We did not audit the financial statements of four subsidiaries whose financial statements reflect total assets of INR 1,08,742 million (before consolidation adjustment) as at March 31, 2025, total revenues of INR 31,580 million (before consolidation adjustment) and net cash outflows of INR 7,192 million for the year ended on that date, as considered in the Consolidated Financial Statements. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, and our report in terms of sections 143(3) of the Act, in so far as it relates to the aforesaid subsidiaries, is based solely on the reports of the other auditors. Our opinion on the Consolidated Financial Statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors. 20. The consolidat ed financial statement for the financial year ended 31 March 2024 were audited by the predecessor joint auditors, M S K A & Associates, Chartered Accountants, and S K Patodia & Associates LLP, Chartered Accountants whose report dated 24 May 2024 expressed an unmodified opinion on the Consolidated Financial Statements. Our opinion on the consolidated financial statements is not modified in respect of this matter. Report on Other Legal and Regulatory Requirements 21. As required by Section 143(3) of the Act, based on our audit and on the c onsideration of the reports of the other auditors on separate financial statements of such subsidiaries, as were audited by other auditors, as noted in the ‘Other Matters’ paragraph, we report, to the extent applicable, that: 21.1 We ha ve sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid Consolidated Financial Statements. 21.2. In our opinion, proper books of account as required by law relating to preparation of the aforesaid Consolidated Financial Statements have been kept so far as it appears from our examination of those books and the reports of the other auditors except for the matters stated in paragraph 22.8 below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended) 21.3 The Consolidated Balanc e Sheet, the Consolidated Statement of profit and loss (including other comprehensive income), the Consolidated Statement of changes in equity and the consolidated statement of cash flow dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the Consolidated Financial Statements. 21.4. In our opinion, the aforesaid Consolidated Financial Statements comply with the Ind AS specified under Section 133 of the Act read with the relevant rules thereunder. 21.5. On the basis of the written representations received from the directors of the Company a taken-on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies, none of the directors of the Group companies are disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164 (2) of the Act. 21.6. With r espect to the maintenance of accounts and other matters connected therewith, reference is made to our remarks in paragraph 21.2 above on reporting under Section 143(3)(b) and paragraph 22.8 below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended). 21.7. With respect t o the adequacy of internal financial controls with reference to the Consolidated Financial Statements of the Group, and the operating effectiveness of such controls, refer to our separate report in ‘Annexure A’. 21.8. In our opinion and ac cording to the information and explanations given to us and based on the reports of the
Page 334
Annual Report 2 0 2 4 - 2 5 302 statutory auditors of such subsidiary companies which were not audited by us, the remuneration paid during the current year by the Holding Company, its subsidiary companies, to its directors is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director by the Holding Company, its subsidiary companies, is not in excess of the limit laid down under Section 197 of the Act. 22. With respect t o the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of audit reports of the other auditors on separate financial statements of such subsidiaries, as noted in the ‘Other Matters’ paragraph: 22.1 The Consolidated Financial Statements disclose the impact of pending litigations as at 31 March 2025 on the consolidated financial position of the Group – Refer note no. 45 of the Consolidated Financial Statements. 22.2 The Gr oup has recognised the expected credit loss on the loans as per the requirements of the Ind AS 109 ‘Financial Instruments’. (Refer note no. 11 to the Consolidated Financial Statements). As represented to us The Group did not have any other long-term contracts including derivative contracts for which there were any material foreseeable losses (Refer note no. 62 to the Consolidated Financial Statements) 22.3 There w as an instance of delay in transferring amounts pertaining to Unpaid Dividend (INR 0.86 million), required to be transferred, to the Investor Education and Protection Fund by the Company. (Refer note no. 59 to Consolidated Financial Statements) 22.4 The respective Managements of the Holding Company and its subsidiary companies whose financial statements have been audited under the Act have represented to us and the other auditors of such subsidiaries, to the best of their knowledge and belief as disclosed in Note no. 53B to the Consolidated Financial Statements, that no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Holding Company or any of such subsidiaries to or in any other person(s) or entity(ies), including foreign entities (‘Intermediaries’),with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Holding Company or any of such subsidiaries (‘Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. 22.5 The respective Managements of the Holding Company and its subsidiaries whose financial statements have been audited under the Act have represented to us and the other auditors of such subsidiaries, to best of their knowledge and belief as disclosed in note no. 53B to the Consolidated Financial Statements, that no funds have been received by the Holding Company or any of such subsidiaries from any person(s) or entity(ies), including foreign entities (‘Funding Parties’), with the understanding, whether recorded in writing or otherwise, that the Holding Company or any of such subsidiaries shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (‘Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. 22.6 Based on such audit proc edures, that have been considered reasonable and appropriate in the circumstances, performed by us and those performed by auditors of the subsidiaries whose financial statements have been audited under the Act, nothing has come to our or other auditor’s notice that has caused us or other auditors to believe that the representation under para ‘22.4’ and ‘22.5’ contain any material misstatement. 22.7 As stat ed in note no. 28 b to the Consolidated Financial Statements, the interim dividend declared and paid by the Holding Company during the financial year and until the date of this audit report is in accordance with Section 123 of the Act. 22.8 Based on our e xamination which included test checks, the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility. Further, the audit trail facility has been operating throughout the year for all relevant transactions recorded in the software. The master records of certain modules can be accessed by the database administrator wherein trail of changes made by database administrator is not captured. As represented to us, the privilege access and release management operations performed by Data Base Administrator is monitored by Company’s database monitoring team on daily basis. Further , during the course of our audit, based on our examination and representation made by the management, we did not come across any instance of audit trail feature being tampered with. The audit trail to monitor changes to the tables, where old value has been stored, are made effective from 30 April 2025. Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record retention. The audit trail at the database level for one of the
Page 335
Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 303 modules forming part of the application has been made effective from current financial year and accordingly the aforesaid audit trail for prior periods are not available. 23. With respect t o the matters specified in paragraphs 3 (xxi) and 4 of the Companies (Auditor’s Report) Order, 2020 (‘CARO’) issued by Central Government in terms of Section 143(11) of the Act, to be included in Auditor’s report, according to the information and explanations given to us, and based on the CARO reports issued by us for the Company and based on our consideration of CARO reports issued by respective auditors of the companies included in consolidated financial statements, we report that there are no qualifications or adverse remarks in these CARO reports. For and on behalf of KKC & Associates LLP (formerly known as Khimji Kunverji & Co LLP) Chartered Accountants ICAI Firm Registration Number: 105146W/W100621 For and on behalf of Chokshi & Chokshi LLP Chartered Accountants ICAI Firm Registration Number: 101872W/W100045 sd/- Soorej Kombaht Partner ICAI Membership No.: 164366 UDIN: 25164366BMNUMR5157 sd/- Vineet Saxena Partner ICAI Membership No.: 100770 UDIN: 25100770BMIQRO2847 Place: Valapad Date: 09 May 2025 Place: Mumbai Date: 09 May 2025
Page 336
Annual Report 2 0 2 4 - 2 5 304 “Annexure A” to the Independent Auditors’ Report on the Consolidated Financial Statements of Manappuram Finance Limited for the year ended 31 March 2025 (Referred to in paragraph 21.7 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date) Report on the Internal Financial Controls with reference to the aforesaid Consolidated Financial Statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the ‘Act’) 1. In conjunction with our audit of the Consolidated Financial Statements of the Company as of and for the year ended March 31, 2025, we have audited the internal financial controls reference to Consolidated Financial Statements of Manappuram Finance Limited (hereinafter referred to as ‘the Holding Company’) which includes the internal financial controls over financial reporting of the Holding Company and its subsidiary companies (the Holding Company and its subsidiaries together referred to as ‘the Group’) which are companies incorporated in India, as of that date. Opinion 2. In our opinion, and to the best of our information and ac cording to the explanations given to us, the Group, have, in all material respects, an adequate internal financial controls with reference to Consolidated Financial Statements and such internal financial controls with reference to Consolidated Financial Statements were operating effectively as at March 31, 2025, based on the internal financial controls with reference to Consolidated Financial Statements criteria established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (‘the ICAI’). Management’s responsibility for Internal Financial Controls 3. The respective Management and the Board of Directors of the Holding Company and its subsidiary companies, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control with reference to Consolidated Financial Statements criteria established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the ICAI. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. Auditor’s responsibility 4. Our responsibility is to express an opinion on the internal financial controls with reference to Consolidated Financial Statements of the Holding Company and its subsidiary companies which are companies incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the ‘Guidance Note’) issued by the ICAI and the Standards on Auditing prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to Consolidated Financial Statements was established and maintained and if such controls operated effectively in all material respects. 5. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to Consolidated Financial Statements and their operating effectiveness. Our audit of internal financial controls with reference to Consolidated Financial Statements included obtaining an understanding of internal financial controls with reference to Consolidated Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error. 6. We belie ve that the audit evidence we have obtained, and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matter paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls with reference to consolidated financial statements of the Group. Meaning of Internal Financial Controls with reference to the Consolidated Financial Statements 7. A company’s internal financial control with reference to C onsolidated Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Consolidated
Page 337
Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 305 Financial Statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control with reference to Consolidated Financial Statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Consolidated Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the Consolidated Financial Statements. Inherent Limitations of Internal Financial Controls with reference to the Consolidated Financial Statements 8. Because of the inher ent limitations of internal financial controls with reference to Consolidated Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to Consolidated Financial Statements to future periods are subject to the risk that the internal financial control with reference to Consolidated Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Other Matter 9. Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and oper ating effectiveness of the internal financial controls with reference to Consolidated Financial Statements in so far as it relates to all subsidiary companies, which are companies incorporated in India, is based on the corresponding reports auditors of such companies incorporated in India. Our opinion is not modified in r espect of this matter. For and on behalf of KKC & Associates LLP (formerly known as Khimji Kunverji & Co LLP) Chartered Accountants ICAI Firm Registration Number: 105146W/W100621 For and on behalf of Chokshi & Chokshi LLP Chartered Accountants ICAI Firm Registration Number: 101872W/W100045 sd/- Soorej Kombaht Partner ICAI Membership No.: 164366 UDIN: 25164366BMNUMR5157 sd/- Vineet Saxena Partner ICAI Membership No.: 100770 UDIN: 25100770BMIQRO2847 Place: Valapad Date: 09 May 2025 Place: Mumbai Date: 09 May 2025
Page 338
Annual Report 2 0 2 4 - 2 5 306 Consolidated Balance Sheet as at 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Particulars Note No: As at 31 March, 2025 As at 31 March, 2024 ASSETS 1 Financial assets Cash and cash equivalents 9 30,826.88 25,417.15 Bank balance other than above 10 7,250.03 6,395.35 Derivative financial instruments 19 413.00 25.45 Loans 11 4,22,515.55 4,09,475.67 Investments 12 7,877.34 7,263.37 Other financial assets 13 5,534.85 4,395.02 2 Non-financial assets Current tax assets (net) 14 1,546.14 745.08 Deferred tax assets (net) 38 3,753.54 2,014.98 Investment property 15 0.86 0.86 Property, plant and equipment 16 5,064.80 4,402.23 Capital work-in-progress 16 114.70 333.46 Intangible assets under development 17 - 0.14 Right of use asset 45 5,389.60 5,584.71 Goodwill 56 355.65 355.65 Other intangible assets 17 528.83 355.35 Other non-financial assets 18 875.16 714.55 Total Assets 4,92,046.93 4,67,479.02 LIABILITIES AND EQUITY LIABILITIES 1 Financial liabilities Payables - Tr ade payables 20 (i) total outstanding dues of micro, small and medium enterprises 3.10 2.23 (ii) total outstanding dues of creditors other than micro, small and medium enterprises 1,198.20 1,216.55 Debt securities 21 62,184.73 51,800.04 Borrowings (other than debt securities) 22 2,87,179.89 2,79,869.31 Deposits 23 - 0.70 Subordinated liabilities 24 4,848.77 4,864.63 Lease liability 45 6,556.42 6,664.18 Other financial liabilities 25 4,043.22 4,414.97 2 Non-financial Liabilities Provisions 26 804.32 724.78 Other non-financial liabilities 27 739.63 2,151.84 Total Liabilities 3,67,558.28 3,51,709.23 3 EQUITY Equity share capital 1,692.87 1,692.87 Other equity 29 1,22,628.99 1,13,788.15 Equity attributable to equity holders of the parent 1,24,321.86 1,15,481.02 Non-controlling interest 46 166.79 288.77 Total Equity 1,24,488.65 1,15,769.79 Total Liabilities and Equity 4,92,046.93 4,67,479.02 See accompanying notes forming part of the Consolidated financial statements. As per our Report of even date For KKC & Associates LLP For and on behalf of the Board of Directors Chartered Accountants (formerly Khimji Kunverji & Co LLP) ICAI Firm Registration No: 105146W/W100621 Sd/- Sd/- Sd/- Soor ej Kombaht V. P. Nandakumar Dr. Sumitha Nandan Partner Managing Direct or & CEO Whole Time Director Membership No: 164366 DIN: 00044512 DIN:03625120 Plac e :Valapad For Chokshi & Chokshi LLP Chartered Accountants ICAI Firm Registration No: 101872W/W100045 Sd/- Sd/- Sd/- Vineet Sax ena Bindu A. L Manoj Kumar V. R Partner Chief Financial Officer Company Secretary Member ship No:100770 Place: Mumbai Place: V alapad Date: May 09, 2025 Date: May 09 , 2025
Page 339
Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 307 Consolidated Statement of Profit and Loss for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Particulars Note No: For the year ended 31 March, 2025 For the year ended 31 March, 2024 Revenue from operations (i) Interest income 30 (i) 97,656.46 84,885.27 (ii) Fees and commission income 30 (ii) 719.28 1,075.89 (iii) Net gain/(loss) on fair value changes 30 (iii) (7.36) 0.01 (iv) Net gain/(loss) on derecognition of financial instruments 30 (iv) 1,233.60 1,832.22 (v) Dividend income 30(v) 1.25 - (vi) Other operating income 30 (vi) 463.71 686.72 (I) Total Revenue from operations 1,00,066.94 88,480.11 (II) Other income 31 341.89 720.78 (III) Total income (I + II) 1,00,408.83 89,200.89 Expenses (i) Finance costs 32 35,409.28 28,657.10 (ii) Fees and commission expense 33 811.15 505.51 (iii) Impairment on financial instruments 34 19,628.14 5,783.35 (iv) Employee benefits expenses 35 18,417.90 15,973.22 (v) Depreciation and amortisation 36 2,673.74 2,464.46 (vi) Other expenses 37 6,812.31 6,222.07 (IV) Total expenses 83,752.52 59,605.71 (V) Profit/(loss) before exceptional items and tax (III - IV) 16,656.31 29,595.18 (VI) Exceptional items - - (VII) Profit before tax (V- VI) 16,656.31 29,595.18 (ViiI) Tax expense: (1) Current tax 38 6,364.09 8,008.10 (2) Deferred tax 38 (1,751.48) (392.24) (3) Current tax relating to earlier years 38 5.03 4.37 Total Tax Expense 4,617.64 7,620.23 (IX) Profit for the year (VII-VIII) 12,038.67 21,974.95 (X) Other comprehensive income / (loss) A (i) Items that will not be re classified to profit or loss - Actuarial gains / (l osses) on post retirement benefit plans (49.96) (79.59) (ii) Income tax r elating to items that will not be reclassified to profit or loss 12.57 9.50 Subtotal (A) (37.39) (70.09) B (i) Items that will be reclassified to profit or loss - Fair value changes of cash flow hedges, net 23.49 (114.69) (ii) Fair value changes on Investment held as FVOCI 76.12 24.18 (iii) Income tax r elating to items that will be reclassified to profit or loss (25.07) 33.15 Subtotal (B) 74.55 (57.36) Other comprehensive income / (loss) 37.16 (127.45) (XI) Total comprehensive income (IX+X) 12,075.83 21,847.50 Profit for the year attributable to Equity holders of the parent 12,161.47 21,886.82 Non-controlling interest (122.80) 88.13 Other comprehensive income for the year, net of tax Equity holders of the parent 36.31 (126.86) Non-controlling interest 0.84 (0.59) Total comprehensive income for the year, net of tax Equity holders of the parent 12,197.79 21,759.96 Non-controlling interest (121.96) 87.54 (XII) Earnings per equity share 39 Basic (`) 14.22 25.96 Diluted (`) 14.22 25.96 See accompanying notes forming part of the Consolidated financial statements. As per our Report of even date For KKC & Associates LLP For and on behalf of the Board of Directors Chartered Accountants (formerly Khimji Kunverji & Co LLP) ICAI Firm Registration No: 105146W/W100621 Sd/- Sd/- Sd/- Soor ej Kombaht V. P. Nandakumar Dr. Sumitha Nandan Partner Managing Direct or & CEO Whole Time Director Membership No: 164366 DIN: 00044512 DIN:03625120 Plac e :Valapad For Chokshi & Chokshi LLP Chartered Accountants ICAI Firm Registration No: 101872W/W100045 Sd/- Sd/- Sd/- Vineet Sax ena Bindu A. L Manoj Kumar V. R Partner Chief Financial Officer Company Secretary Member ship No:100770 Place: Mumbai Place: V alapad Date: May 09, 2025 Date: May 09 , 2025
Page 340
Annual Report 2 0 2 4 - 2 5 308 Consolidated Statement of changes in Equity Capital for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) A. Equity share capital (1) For the year ended 31st March, 2025 Balance at the beginning of the current reporting period Changes in Equity Share Capital due to prior period errors Restated balance at the beginning of the current reporting period Changes in equity share capital during the current year Balance at the end of the current reporting period 1,692.87 - - - 1,692.87 (2) For the year ended 31st March, 2024 Balance at the beginning of the current reporting period Changes in Equity Share Capital due to prior period errors Restated balance at the beginning of the current reporting period Changes in equity share capital during the current year Balance at the end of the current reporting period 1,692.79 - - 0.08 1,692.87 B. Other Equity Particulars Share application money pending allotment Reserves and surplus Other comprehensive income Total Capital reserve Statutory reserve u/s 45-IC of the RBI Act, 1934 and u/s 29C of NHB Act, 1987 Share option outstanding account Capital redemption reserve Securities premium Debenture redemption reserve General reserve Retained earnings Hedge reserve Impairment reserve Remea- surement of Gain/ (Loss On Defined Benefit Plan Effective portion of cash flow hedges Invest- ments held as FVTOCI Balance as at 1 April 2024 (0.00) 2.91 25,501.38 0.16 50.00 14,200.51 - 3,770.90 69,995.80 5.41 452.08 (134.59) (80.60) 24.18 1,13,788.14 Changes in accounting policies or prior period errors - - - - - - - - - - - - - - - Restated balance at the beginning of the current reporting period (0.00) 2.91 25,501.38 0.16 50.00 14,200.51 - 3,770.90 69,995.80 5.41 452.08 (134.59) (80.60) 24.18 1,13,788.14 Dividends - - - - - - - - (3,385.74) - - - - - (3,385.74) Transfer to/from retained earnings - - 3,612.09 - - - - - (3,606.68) (5.41) - - - - (0.00) Other Additions/ Deductions during the year - - 31.50 - - - - - 0.01 - - (0.39) - - 31.12 Share Issue Expenses - - - (8.82) - - (7.50) - - - - - (16.32) Utilised during the year - - - - - (0.43) - - - - - - (0.43) Options Lapsed during the year - - - - - - - - - - - - - Profit for the year (net of taxes) - - - - - - - - 12,175.06 - - - - - 12,175.06 Other comprehensive income for the year (net of taxes) - - - - - - - - - - - (37 .39 ) 17.58 56.96 37.15 Balance as at 31 March 2025 (0.00) 2.91 29,144.97 0.16 50.00 14,191.69 - 3,770.47 75,170.95 (0.00) 452.08 (172.37) (63.02) 81.14 1,22,628.99
Page 341
Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 309 Particulars Share application money pending allotment Reserves and surplus Other comprehensive income Total Capital reserve Statutory reserve u/s 45-IC of the RBI Act, 1934 and u/s 29C of NHB Act, 1987 Share option outstanding account Capital redemption reserve Securities premium Debenture redemption reserve General reserve Retained earnings Hedge reserve Impairment reserve Remea- surement of Gain/ (Loss On Defined Benefit Plan Effective portion of cash flow hedges Invest- ments held as FVTOCI Balance as at 1 April 2023 (0.00) 2.91 21,229.42 136.30 50.00 14,155.57 - 3,627.02 55,160.95 5.41 452.08 (64.50) 0.94 - 94,756.10 Changes in accounting policies or prior period errors - - - - - - - - - - - - - - - Restated balance at the beginning of the current reporting period (0.00) 2.91 21,229.42 136.30 50.00 14,155.57 - 3,627.02 55,160.95 5.41 452.08 (64.50) 0.94 - 94,756.10 Dividends - - - - - - - - (2,943.18) - - - - - (2,943.18) Transfer to/from retained earnings - - 4,271.96 - - - - - (4,271.96) - - - - - - Other Additions/ Deductions during the year - - - - - - - - - - - - - - - Utilised during the year - - - 1.69 - (1,335.22) - 10.57 - - - - - - (1,322.96) Share premium received during the year - - - (4.52) - 1,380.17 - - - - - - - - 1,375.65 Options Lapsed during the year (133.31) 133.31 - - Profit for the year (net of taxes) - - - - - - - - 22,049.99 - - - - - 22,049.99 Other comprehensive income for the year (net of taxes) - - - - - - - - - - - (70.09) (81.54) 24.18 (127.45) Balance as at 31 March 2024 (0.00) 2.91 25,501.38 0.16 50.00 14,200.51 - 3,770.90 69,995.80 5.41 452.08 (134.59) (80.60) 24.18 1,13,788.15 See accompanying notes forming part of the Consolidated financial statements. As per our Report of even date For KKC & Associates LLP For and on behalf of the Board of Directors Chartered Accountants (formerly Khimji Kunverji & Co LLP) ICAI Firm Registration No: 105146W/W100621 Sd/- Sd/- Sd/- Soor ej Kombaht V. P. Nandakumar Dr. Sumitha Nandan Partner Managing Direct or & CEO Whole Time Director Membership No: 164366 DIN: 00044512 DIN:03625120 Plac e : Valapad For Chokshi & Chokshi LLP Chartered Accountants ICAI Firm Registration No: 101872W/W100045 Sd/- Sd/- Sd/- Vineet Sax ena Bindu A. L Manoj Kumar V. R Partner Chief Financial Officer Company Secretary Member ship No:100770 Place: Mumbai Place: Valapad Date: 9th May, 2025 Date: 9th May, 2025 Consolidated Statement of changes in Equity Capital for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated)
Page 342
Annual Report 2 0 2 4 - 2 5 310 Consolidated Cash Flow Statement for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 A. Cash flow from operating activities Net profit before tax 16,656.31 29,595.18 Adjustments for: Interest income on loans (67,337.43) (56,125.54) Depreciation and amortization expense 2,673.74 2,464.46 Impairment on financial instruments 17,750.94 5,059.70 Bank Charges - 0.01 Bad Debts Written off 0.19 - Provision for litigation - 16.41 Provision no longer required written back - 0.65 Provision for other assets 414.05 (30.24) Profit on sale of property, plant and equipment (9.53) (6.17) Finance costs 34,105.76 27,760.44 Interest income from banks, investments and others (2,546.81) (1,510.61) Share Based Payment to employees - 0.43 Dividend Received (1.25) Net actuarial l oss that will not be reclassified to profit and loss (OCI) (2.02) (4.07) Operational cash flows from interest Interest received on loans 63,991.32 49,714.50 Finance Cost and Other Charges (30,879.24) (18,889.46) Operating profit before working capital changes 34,816.04 38,045.67 Changes in working capital: Changes in working capital: Decrease / (increase) in non-financial assets (83.04) 94.14 Decrease / (increase) in loans (27,776.10) (64,488.10) Decrease / (increase) in other financial assets (1,681.54) (1,022.91) Decrease / (increase) in trade receivables (3.96) (60.26) Increase / (decrease) in trade payables 12.92 99.11 Increase / (decrease) in other financial liabilities (2,012.17) 835.83 Increase / (decrease) in provisions 68.26 (131.83) (Increase) / Decrease in Investment (229.59) - Increase / (decrease) in other non-financial liabilities (603.85) 531.78 (32,309.07) (64,142.26) Cash generated from operations 2,506.97 (26,096.58) Net income tax (paid) (7,172.63) (8,400.92) Net cash flows from/(used in) operating activities (A) (4,665.66) (34,497.50) B. Cash flow from investing activities Capital expenditure, including capital advances (1,446.52) (1,363.29) Proceeds from sale of property, plant and equipment (511.67) 8.82 (Purchase) / Sale of investments (1,349.98) (5,633.72) Bank deposits (having original maturity of more than three months) (106.88) Interest received 2,469.51 1,441.54 Dividend received 1.25 0.00 Bank balances not considered as cash and cash equivalents (303.66) (459.88) Net cash flows from/(used in) investing activities (B) (1,247.95) (6,006.51)
Page 343
Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 311 Consolidated Cash Flow Statement for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 C. Cash flow from financing activities Debt securities issued (net) 9,306.35 (9,938.64) Increase in Share Capital - 41.21 Borrowings (other than debt securities) issued (net) 6,852.77 53,734.74 Share issue expenses (16.33) - Commercial Paper (Net) (14.50) Proceeds from issue of equity shares 0.08 Share premium on equity shares allotted 1,463.64 Share application money received/(refunded) - - Dividend paid (3,385.74) (2,943.18) Payment of lease liabilities (1,433.71) (1,426.97) Net cash flow from/(used in) financing activities (C) 11,323.35 40,916.38 Net increase / (decrease) in cash and cash equivalents (A+B+C) 5,409.73 412.37 Cash and cash equivalents at the beginning of the year 25,417.15 25,004.78 Cash and cash equivalents at the end of the year 30,826.88 25,417.15 Components of Cash and Cash Equivalents Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 Cash on hand 1,899.77 1,302.15 Balances with banks - Of the nature of cash and cash equivalents 11,965.87 8,108.46 Others- - On Cash Credit 227 .68 44.69 - For eign currency balances 1.16 0.64 - Bank deposit with maturity of l ess than 3 months 16,732.40 15,961.21 Total 30,826.88 25,417.15 Note: For disclosures relating to changes in liabilities arising from financing activities, refer note 44. As per our Report of even date For KKC & Associates LLP For and on behalf of the Board of Directors Chartered Accountants (formerly Khimji Kunverji & Co LLP) ICAI Firm Registration No: 105146W/W100621 Sd/- Sd/- Sd/- Soor ej Kombaht V. P. Nandakumar Dr. Sumitha Nandan Partner Managing Direct or & CEO Whole Time Director Membership No: 164366 DIN: 00044512 DIN:03625120 Plac e :Valapad For Chokshi & Chokshi LLP Chartered Accountants ICAI Firm Registration No: 101872W/W100045 Sd/- Sd/- Sd/- Vineet Sax ena Bindu A. L Manoj Kumar V. R Partner Chief Financial Officer Company Secretary Member ship No:100770 Place: Mumbai Place: V alapad Date: May 09, 2025 Date: May 09 , 2025
Page 344
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 312 Note 1: Corporate information Manappuram Finance Limited (“MAFIL” or “the Company” or “the Holding Company” or “the Parent Company”) is a public limited company domiciled in India and incorporated on 15 July 1992 in Thrissur, Kerala. The Company’s equity shares are listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange of India Limited (NSE). MAFIL is registered with the Reserve Bank of India (RBI) as a Systemically Important Non-Deposit taking Non-Banking Financial Company (NBFC-ND-SI). The Company provides a wide range of fund-based and fee-based financial services, including gold loans, foreign exchange services, and other financial products. The registration details of the Company are as follows: Reserve Bank of India Registration Number: B-16.00029 Corporate Identity Number (CIN): L65910KL1992PLC006623 Authorised Dealer (AD-II) Registration No KOC-ADII-0041-2023 PPI (COA)NO: 101/2017 The Company is the ultimate holding company of the following subsidiaries (together referred to as ”the Group”): 1. Manappuram Home Financ e Limited (MHF): A wholly owned subsidiary incorporated in 2010. MHF is registered with the National Housing Bank (NHB) as a housing finance company under the National Housing Bank Act, 1987. 2. Asirvad Micro Finance Limited (Asirvad): Incorporated in 2007, Asirvad is a microfinance institution r egistered with the RBI under the provisions of the Reserve Bank of India Act, 1934. 3. Manappuram Insur ance Brokers Limited (Maibro): A wholly owned subsidiary incorporated in 2002. Maibro is r egistered with the Insurance Regulatory and Development Authority of India (IRDAI) as an insurance broker. 4. Manappuram Compt ech and Consultants Limited (Macom): Incorporated in 2000, Macom is engaged in information t echnology services, including software development, consultancy, and related IT-enabled services. The Consolidated Financial Statements of the Company for the year ended 31 March 2025 were approved for issue in accordance with the resolution of the Board of Directors on 09 May 2025. Note 2: Basis of preparation The Consolidated financial statements related to the Company and its subsidiaries (together referred to as ‘the Group’). The consolidated financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) Rules, 2016, notified under the Section 133 of the Companies Act, 2013 (‘the Act’) and other relevant provisions of the Companies Act, 2013. Any applicable guidance / clarifications / directions issued by RBI or other regulators are implemented as and when they are issued/ applicable. The Consolidated financial statements have been prepared on going concern basis in accordance with the Ind AS 1. The Management is of the view that the Group shall be able to continue its business for the near future and no material uncertainty exists that may cast significant doubt on the going concern assumption. In making this assessment, the Management has considered a wide range of information relating to present and future conditions, including future projections of profitability, cash flows and capital resources. The preparation of Consolidated financial statements requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosed amount of contingent liabilities. Areas involving a higher degree of judgement or complexity, or areas where assumptions are significant to the Group are discussed in Note 8 - Significant accounting judgements, estimates and assumptions. The consolidated financial statements are presented in Indian Rupees in Millions (INR in Millions or ` In Millions) which is also the functional currency of the Group and all values are rounded to the nearest millions, except when otherwise indicated. Note 3: Presentation of financial statements: The consolidated financial statements of the Group are presented as per Schedule III (Division III) of the Companies Act, 2013 applicable to Non-Banking Finance Companies (NBFC), as notified by the Ministry of Corporate Affairs (MCA). The Statement of Cash Flows is presented as per the requirements of Ind AS 7 - Statement of Cash Flows. The Group classifies its assets and liabilities as financial and non-financial and presents them in the order of liquidity. Financial assets and financial liabilities are generally reported on a gross basis except when, there is an unconditional legally enforceable right to offset the recognised amounts without being contingent on a future event and the parties intend to settle on a net basis in the following circumstances:
Page 345
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 313 i. The normal c ourse of business ii. The ev ent of default iii. The ev ent of insolvency or bankruptcy of the Company and/ or its counterparties. Note 4: Statement of compliance These Consolidated financial statements of the Group have been prepared in accordance with Indian Accounting Standards as per the Companies (Indian Accounting Standards) Rules, 2015 as amended and notified under Section 133 of the Companies Act, 2013 and the generally accepted accounting principles as referred to in paragraph 2 “Basis of Preparation” above. Note 5: Basis of consolidation The Company consolidates a subsidiary when it controls it. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: The contractual arrangement with the other vote holders of the investee Rights arising from other contractual arrangements. The Group’s voting rights and potential voting rights. The siz e of the Group’s holding of voting rights relative to the size and dispersion of the holdings of the other voting rights holders. The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary. Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a member of the Group uses accounting policies other than those adopted in the consolidated financial statements for like transactions and events in similar circumstances, appropriate adjustments are made to that Group member’s financial statements in preparing the consolidated financial statements to ensure conformity with the Group’s accounting policies. The financial statements of the subsidiaries company used in the consolidation are drawn up to the same reporting date as of the Company i.e. year ended 31 March 2025 and are prepared based on the accounting policies consistent with those used by the Group. The Financial statements of the Group have been prepared in accordance with the Ind AS 110 - ‘Consolidated Financial Statements’ as per the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) Rules, 2016, notified under Section 133 of the Companies Act, 2013 (“the Act”) and the other relevant provisions of the Act. Consolidation procedure: (a) Combine lik e items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of its subsidiaries. For this purpose, income and expenses of the subsidiary are based on the amounts of the assets and liabilities recognised in the consolidated financial statements at the acquisition date. (b) Of fset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of equity of each subsidiary. Business combinations policy explains how to account for any related goodwill. (c) Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between entities of the Group (profits or losses resulting from intragroup transactions that are recognised in assets, such as inventory and fixed assets, are eliminated in full). Intragroup losses may indicate an impairment that requires recognition in the consolidated financial statements. Ind AS 12 Income Taxes applies to temporary differences that arise from the elimination of profits and losses resulting from intragroup transactions. Profit or loss and each component of OCI are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.
Page 346
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 314 When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intra-group assets, liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. Note 6: Material Accounting Policies (Also refer note 2 above) 6.1 Financial Instruments (i) Classification of financial instruments The Group classifies its financial assets into the following measurement categories: 1. Financial assets measur ed at amortised cost 2. Financial assets measur ed at fair value through other comprehensive income 3. Financial assets measur ed at fair value through profit or loss account The classification depends on the contr actual terms of the financial assets’ cash flows and the Group’s business model for managing financial assets which are explained below: Business model assessment The Group det ermines its business model at the level that best reflects how it manages groups of financial assets to achieve its business objective. The Group ’s business model is not assessed on an instrument-by-instrument, but at a higher level of aggregated porfolios and is based on observable factors such as: Reports re viewed by the entity’s key management personnel on the performance of the financial assets The risks impacting the performanc e of the business model (and the financial assets held within that business model) and its management thereof The compensation of the managing teams (for e xample, whether the compensation is based on the fair value of the assets managed or on the contractual cash flows collected) The expected frequency, value and timing of tr ades. The business model assessment is based on reasonably expected scenarios without taking ‘worst case’ or ‘stress case’ scenarios into account. The Group also assesses the contractual terms of financial assets on the basis of its contractual cash flow characteristics that are solely for the payments of principal and interest on the principal amount outstanding. For the current and prior reporting period the Group has not identified a change in its business model. The Solely Payments of Principal and Interest (SPPI) test As a second st ep of its classification process the Group assesses the contractual terms of financial assets to identify whether they meet the SPPI test. ‘Principal’ s defined as the fair value of the financial asset at initial recognition and may change over the life of the financial asset (for example, if there are repayments of principal or amortisation of the premium/discount). In making this assessment, the Group considers whether the contractual cash flows are consistent with a basic lending arrangement i.e. interest includes only consideration for the time value of money, credit risk, other basic lending risks and a profit margin that is consistent with a basic lending arrangement. Where the contractual terms introduce exposure to risk or volatility that are inconsistent with a basic lending arrangement, the related financial asset is classified and measured at fair value through profit or loss. The Group classifies its financial liabilities at amortised costs unless it has designated liabilities at fair value through the profit and loss account or is required to The subsidiaries consider ed in the consolidated financial statements are as below: Name Relationship Country of incorporation Share of ownership interest as at 31 March 2025 Share of ownership interest as at 31 March 2024 Asirvad Micro Finance Limited Subsidiary India 97.60% 97.60% Manappuram Home Finance Limited Subsidiary India 100.00% 100.00% Manappuram Insurance Brokers Limited Subsidiary India 100.00% 100.00% Manappuram Comptech and Consultants Limited Subsidiary India 99.81% 99.81%
Page 347
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 315 measure liabilities at fair value through profit or loss such as derivative liabilities. (ii) Financial assets measur ed at amortised cost These Financial assets comprise bank balances, Loans, Trade receivables, investments and other financial assets. Financial Assets with : (a ) contr actual terms that give rise to cash flows on specified dates, and represent solely payments of principal and interest on the principal amount outstanding; and (b ) are hel d within a business model whose objective is achieved by holding to collect contractual cash flows are measured at amortised cost. These financial assets ar e initially recognised at fair value plus directly attributable transaction costs and subsequently measured at amortised cost. Transaction costs are incremental costs that are directly attributable to the acquisition, issue or disposal of a financial asset or a financial liability. (iii) Financial assets measur ed at fair value through other comprehensive income Debt instruments Inv estments in debt instruments are measured at fair value through other comprehensive income where they have: a) contr actual terms that give rise to cash flows on specified dates, that represent solely payments of principal and interest on the principal amount outstanding; and b) are hel d within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets. These debt instruments are initiall y recognised at fair value plus directly attributable transaction costs and subsequently measured at fair value. Gains and losses arising from changes in fair value are included in other comprehensive income (a separate component of equity). Impairment losses or reversals, interest revenue and foreign exchange gains and losses are recognised in profit and loss. Upon disposal, the cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to the statement of profit and loss. As at the reporting date the Group does not have any financial instruments measured at fair value through other comprehensive income. (iv) Equity instruments In vestment in equity instruments are generally accounted for as at fair value through the profit and loss account unless An irrevocable election has been made by management to account for at fair value through other comprehensive income Such classification is determined on an instrument-by- instrument basis. Contingent consider ation recognised by the Group in a business combination to which Ind AS 103 ‘Business Combination’ applies, are measured at fair value through profit and loss account, where amounts presented in other comprehensive income for equity instruments are not subsequently transferred to profit or loss. Dividends on such investments are recognised in profit or loss. (v ) Items at f air value through profit or loss Items at f air value through profit or loss comprise: Investments (including equity shares) held f or trading; Items specifically designated as fair value thr ough profit or loss on initial recognition; and debt instruments with contr actual terms that do not represent solely payments of principal and interest. Financial instruments hel d at fair value through profit or loss are initially recognised at fair value, with transaction costs recognised in the statement of profit and loss as incurred. Subsequently, they are measured at fair value and any gains or losses are recognised in the statement of profit and loss as they arise. (vi) Financial instruments held f or trading A financial instrument is classified as held for trading if it is acquired or incurred principally for selling or repurchasing in the near term, or forms part of a portfolio of financial instruments that are managed together and for which there is evidence of short-term profit taking, or it is a derivative not designated in a qualifying hedge relationship. Tr ading derivatives and trading securities are classified as held for trading and recognised at fair value.
Page 348
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 316 (vii) Equity Investments Inv estment is carried at cost in the Separate Financial Statements as permitted under Ind AS 27. The Company has accounted for its investment in subsidiary at fair value at the time of acquisition due to business combination. The investment is subsequently measured at cost. All other equity investments are measured at fair value through profit or loss. (vii) Derivativ es A deriv ative is a financial instrument or other contract with all three of the following characteristics: Its value changes in response to the change in a specified int erest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable, provided that, in the case of a non-financial variable, it is not specific to a party to the contract (i.e., the ‘underlying’). It requires no initial net investment or an initial net in vestment that is smaller than would be required for other types of contracts expected to have a similar response to changes in market factors. It is settled at a futur e date. The Company enter s into derivative transactions with various counterparties to hedge its foreign currency risks and interest rate risks. Derivative transaction consists of hedging of foreign exchange transactions, which includes interest rate and currency swaps, interest rate options and forwards. The Company undertakes derivative transactions for hedging on-balance sheet liabilities. a) Financial Assets or Liabilities at Fair Value through Profit and Loss This cat egory includes derivative financial assets/ liabilities which are not designated as hedges. Although the Gr oup believes that these derivative instruments constitute hedges from an economic perspective, they may not qualify for hedge accounting under Ind AS 109, Financial Instruments. Any derivatives that is either not designated as a hedge, or is designated but is ineffective as per Ind AS 109, is categorised as a financial asset or liability, at fair value through profit and loss. De rivatives not designated as hedges are recognised initially at fair value and attributable transaction costs are recognised in net profit in the Statement of Profit and Loss when incurred. Subsequent to initial recognition, these derivatives are measured at fair value through profit and loss and the resulting exchange gain or loss are included in the other income/ expenses. b) Cash flow Hedge: The Gr oup designates certain foreign exchange forwards and swaps contracts as cash flow hedges to mitigate the risk of foreign exchange exposure on certain balance sheet liabilities. When a derivative is designated as a cash flow hedge instrument, the effective portion of changes in the fair value of derivative instruments is recognised in other comprehensive income and accumulated in the cash flow hedge reserve. Any i neffective portion of changes in the fair value of the derivatives is recognised immediately in the net profit in the Statement of Profit and Loss. If the hedging instrument no longer meets the criteria for hedge accounting, then hedge accounting is discontinued prospectively. If the hedging instrument expires or is sold, terminated or exercised, the cumulative gain or loss on the hedging instrument recognised in the cash flow hedge reserve till the period the hedge was effective remains in cash flow hedge reserve till the period the transaction occurs. The cumulative gain or loss previously recognised in the cash flow hedge reserve is transferred to the net profit in the Statement of Profit and Loss upon the occurrence of the related transaction. (ix) Debt securities and other borr owed funds Af ter initial measurement, debt issued and other borrowed funds are subsequently measured at amortised cost. Amortised cost is calculated by taking into account any discount or premium on issue funds, and transaction costs that are an integral part of the Effective Interest Rate (EIR). (x) Recognition and der ecognition of financial assets and liabilities A financial asset or financial liability is recognised in the balance sheet when the Group becomes a party to the contractual provisions of the instrument, which is generally on trade date. Loans and receivables are recognised when cash is advanced (or settled) to the borrowers. Financial assets at fair value through profit
Page 349
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 317 or loss are recognised initially at fair value. All other financial assets are recognised initially at fair value plus directly attributable transaction costs. The Group der ecognises a financial asset when the contractual cash flows from the asset expire or it transfers its rights to receive contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability. A financial liability is derecognised from the balance sheet when the Group has discharged its obligation or the contract is cancelled or expires. (xi) Impairment of financial assets The Group r ecognises impairment allowance for expected credit loss on financial assets held at amortised cost. The Group r ecognises loss allowances (provisions) for expected credit losses on its financial assets (including undisbursed sanctioned amounts) that are measured at amortised costs or at fair value through other comprehensive income account. The Group applies a three-stage approach to measuring expected credit losses (ECLs) for the following categories of financial assets that are not measured at fair value through profit or loss: debt instruments measured at amortised c ost and fair value through other comprehensive income; loan commitments. No ECL is recognised on equity investments. Financial assets migr ate through the following three stages based on the change in credit risk since initial recognition: Stage 1: 12-months E CL For exposures where there has not been a significant increase in credit risk since initial recognition and that are not credit impaired upon origination, the portion of the lifetime ECL associated with the probability of default events occurring within the next 12 months is recognised. Stage 2: Lifetime E CL – not credit impaired For exposures where there has been a significant increase in credit risk since initial recognition but are not credit impaired, a lifetime ECL (i.e. reflecting the remaining lifetime of the financial asset) is recognised. Stage 3: Lifetime E CL- Credit impaired Expo sures are assessed as credit impaired when one or more events that have a detrimental impact on the estimated future cash flows of that asset have occurred. For exposures that have become credit impaired, a lifetime ECL is recognised and interest revenue is calculated by applying the effective interest rate to the amortised cost (net of provision) rather than the gross carrying amount. Determining the stage f or impairment At each reporting dat e, the Group assesses whether there has been a significant increase in credit risk for exposures since initial recognition by comparing the risk of default occurring over the expected life between the reporting date and the date of initial recognition. The Group considers reasonable and supportable information that is relevant and available without undue cost or effort for this purpose. This incl udes quantitative and qualitative information and also, forward-looking analysis. An exposur e will migrate through the ECL stages as asset quality deteriorates. If, in a subsequent period, asset quality improves and also reverses any previously assessed significant increase in credit risk since origination, then the loss allowances reverts from lifetime ECL to 12-months ECL. The loss all owances for these financial assets is based on a 12-months ECL. When an asset is uncoll ectible, it is written off against the related allowance. Such assets are written off after all the necessary procedures have been completed and the amount of the loss has been determined. Subsequent recoveries of amounts previously written off reduce the amount of the allowances in the profit and loss statement. The Group assesses whether the credit risk on an exposure has increased significantly on an individual or collective basis. For the purposes of a collective evaluation of impairment, financial instruments are grouped on the basis of shared credit risk characteristics, taking into account instrument type, credit risk ratings, date of initial recognition, remaining term to maturity, industry, geographical location of the borrower and other relevant factors.
Page 350
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 318 Measurement of ECLs ECLs ar e derived from unbiased and probability-weighted estimates of expected loss, and are measured as follows: Financial assets that ar e not credit-impaired at the reporting date: as the present value of all cash shortfalls over the expected life of the financial asset discounted by the effective interest rate. The cash shortfall is the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive. The Group has grouped its various financial assets in to pools containing loans bearing homogeneous risks characteristics. The probability of default for the pools are computed based on the historical trends, adjusted for any forward looking factors. Similarly the Group computes the Loss Given Default based on the recovery rates. Financial assets that ar e credit-impaired at the reporting date: as the difference between the gross carrying amount and the present value of estimated future cash flows discounted by the effective interest rate. Undrawn loan commitments: as the present v alue of the difference between the contractual cash flows that are due to the Group if the commitment is drawn down and the cash flows that the Group expects to receive. Financial guarantee contracts: as the expected payments t o reimburse the holder less any amounts that the Group expects to recover. ECL on Debt instruments measured at fair value through OCI The ECLs f or debt instruments measured at FVOCI do not reduce the carrying amount of these financial assets in the balance sheet, which remains at fair value. Instead, an amount equal to the allowance that would arise if the assets were measured at amortised cost is recognised in OCI as an accumulated impairment amount, with a corresponding charge to profit or loss. The accumulated loss recognised in OCI is recycled to the profit and loss upon derecognition of the assets. As at the reporting date the Group does not have any debt instruments measured at fair value through OCI. The mechanics of E CL The Gr oup calculates ECLs based on probability-weighted scenarios to measure the expected cash shortfalls, discounted at an approximation to the EIR. A cash shortfall is the difference between the cash flows that are due to the Group in accordance with the contract and the cash flows that the Group expects to receive. The mechanics of the E CL calculations are outlined below and the key elements are, as follows: Probability of Default (PD) - The Probability of Default is an estimate of the likelihood of default over a given time horizon. A default may only happen at a certain time over the assessed period, if the facility has not been previously derecognised and is still in the portfolio. Exposure at Def ault (EAD) - The Exposure at Default is an estimate of the exposure at a future default date. Loss Given Def ault (LGD) - The Loss Given Default is an estimate of the loss arising in the case where a default occurs at a given time. It is based on the difference between the contractual cash flows due and those that the Group would expect to receive, including from the realisation of any collateral. It is usually expressed as a percentage of the EAD. Forw ard looking information While estimating the e xpected credit losses, the Group reviews macro-economic developments occurring in the economy and the market it operates in. Macro-economic regression models are built to identify the key macroeconomic factors (independent variables) that drive the default rates. The best possible single variable linear regression model is identified basis the R-square and the economic intuition of the relationship between the independent variable and the default rates. The Group considers various external factors such as GDP growth, inflation, weighted average lending rate of Scheduled Commercial Banks etc., as macro-economic factors affecting the Company’s ECL estimates and the most relevant macro-economic factor affecting the particular loan product is factored in while arriving at the PD of that product. The Company formulated three different macro-economic stress scenarios under the premise of mild stress, medium stress and severe stress condition. The medium stress scenario largely reflected the current economic conditions, and accordingly was used for ECL modelling. On a periodic basis, the Company monitors the situation and economic factors affecting the operations of the company and assesses the requirement of any modification to ECL model.
Page 351
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 319 ECL on Investment in Government securities The Company has inv ested in Government of India loans. Investment in Government securities are classified under stage 1. No ECL has been applied on these investments as there is no history of delay in servicing of interest/ repayments. The Company does not expect any delay in interest/redemption servicing in future. ECL on Loans secured by the Company’s fixed deposit No E CL has been applied on loans given against the Company’s fixed deposit as they are fully secured by the Company’s fixed deposits. ECL on Fixed Deposits with Banks No ECL is applied on fixed deposit held with banks as there is no history of default. However, in case of any downgrade in the credit rating of the banks where fixed deposit is held, the Company would provide for ECL computed in an appropriate methodology. Undra wn loan commitments When estimating ECL for undrawn loan commitments, a credit conversion factor of 100% is applied for expected drawdown. The Company discloses ECL allowance on undrawn loan commitments under the head ‘Provisions’ under non-financial liabilities. Collat eral Valuation To mitigat e its credit risks on financial assets, the Group seeks to use collateral, where possible. The collateral comes in various forms, such as movable and immovable assets, guarantees, , etc. However, the fair value of collateral affects the calculation of ECLs. To the extent possible, the Group uses active market data for valuing financial assets held as collateral. Other financial assets which do not have readily determinable market values are valued using models. Non-financial collateral, such as vehicles, is valued based on data provided by third parties or management judgements. Collateral repossessed In its n ormal course of business whenever default occurs, the Group may take possession of properties or other assets in its retail portfolio and generally disposes such assets through auction, to settle outstanding debt. Any surplus funds are returned to the customers/obligors. As a result of this practice, assets under legal repossession processes are not recorded on the balance sheet. However, in one of the subsidiary’s such repossessed assets are recorded in the books. (xii) Writ e-offs The Group r educes the gross carrying amount of a financial asset when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. This is generally the case when the Group determines that the borrower does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subjected to write-offs. Any subsequent recoveries against such loans are credited to the statement of profit and loss. (xiii) Determination of fair value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. The Financial assets and liabilities are presented in ascending order of their liquidity. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of Ind AS 102, leasing transactions that are within the scope of Ind AS 116, and measurements that have some similarities to fair value but are not fair value, such as value in use in Ind AS 36. In addition, f or financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: Level 1 inputs are quoted prices (unadjusted) in activ e markets for identical assets or liabilities that the entity can access at the measurement date; Level 2 inputs are inputs, other than quoted prices incl uded within Level 1, that are observable for the asset or liability ,either directly or indirectly; and Level 3 inputs are unobservable inputs for the asset or liability.
Page 352
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 320 The Group r ecognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. No such instances of transfers between levels of the fair value hierarchy were recorded during the reporting period. Differ ence between transaction price and fair value at initial recognition The best evidenc e of the fair value of a financial instrument at initial recognition is the transaction price (i.e. the fair value of the consideration given or received) unless the fair value of that instrument is evidenced by comparison with other observable current market transactions in the same instrument (i.e. without modification or repackaging) or based on a valuation technique whose variables include only data from observable markets. When such evidence exists, the Group recognises the difference between the transaction price and the fair value in profit or loss on initial recognition (i.e. on day one). When the transaction price of the instrument differs from the fair value at origination and the fair value is based on a valuation technique using only inputs observable in market transactions, the Group recognises the difference between the transaction price and fair value in net gain on fair value changes. In those cases where fair value is based on models for which some of the inputs are not observable, the difference between the transaction price and the fair value is deferred and is only recognised in profit or loss when the inputs become observable, or when the instrument is derecognised. 6.2. Revenue from operations (i) Inter est Income Inter est income is recognised by applying the Effective Interest Rate (EIR) to the gross carrying amount of financial assets measured through amortised cost method other than credit-impaired assets and financial assets classified as measured at FVTPL. Inter est income on credit impaired assets is recognised by applying the effective interest rate to the net amortised cost (net of ECL provision) of the financial asset. Inter est on delayed payments by customers are treated to accrue only on realisation, due to uncertainty of realisation and are accounted accordingly. Exc ess Interest spread on direct assignment of loan receivables is recognised upfront. On derecognition of the loan receivables in its entirety, the difference between the carrying amount (measured at the date of derecognition) and the consideration received (including any new asset obtained less any new liability assumed) shall be recognised upfront in the Statement of Profit and Loss. The EIR in case of a financial asset is computed a. As the rat e that exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount of a financial asset. b. By considering all the contractual terms of the financial instrument in estimating the cash flows c. Including all fees received between parties to the contract that are an integral part of the effective interest rate, transaction costs, and all other premiums or discounts. Any subsequent changes in the estimation of the future cash flows is recognised in interest income with the corresponding adjustment to the carrying amount of the assets. (ii) Dividend Income Dividend income is r ecognised a. Wh en the right to receive the payment is established, b. it is probabl e that the economic benefits associated with the dividend will flow to the entity and c. the amount of the dividend can be measured reliably (iii) Fees & Commission Inc ome Fees and c ommissions other than those which forms part of EIR are recognised when the Group satisfies the performance obligation, at fair value of the consideration received or receivable based on a five-step model as set out below, unless included in the effective interest calculation: Step 1: Identify contract(s) with a customer: A contract is defined as an agreement between two or more parties that creates enforceable rights and obligations and sets out the criteria for every contract that must be met.
Page 353
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 321 Step 2: Identify perf ormance obligations in the contract: A performance obligation is a promise in a contract with a customer to transfer a good or service to the customer. Step 3: Det ermine the transaction price: The transaction price is the amount of consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties. Step 4: Allocate the transaction price to the performance obligations in the contract: For a contract that has more than one performance obligation, the Group allocates the transaction price to each performance obligation in an amount that depicts the amount of consideration to which the Group expects to be entitled in exchange for satisfying each performance obligation. Step 5: Recognise revenue when (or as) the Group satisfies a performance obligation. Proc essing fee which is not form part of effective interest rate has been recognised as and when it is accrue. (iv) Net gain/(loss) on F air value changes Any differ ences between the fair values of financial assets classified as fair value through the profit or loss , held by the Group on the balance sheet date is recognised as an unrealised gain / loss. In cases there is a net gain in the aggregate, the same is recognised in “Net gains on fair value changes” under Revenue from operations and if there is a net loss the same is disclosed under “Expenses” in the statement of Profit and Loss. Similarly, any realised gain or loss on sale of financial instruments measured at FVTPL presented separately under the respective head in the Statement of Profit and Loss. How ever, net gain / loss on derecognition of financial instruments classified as amortised cost is presented separately under the respective head in the Statement of Profit and Loss. (v ) Net gain/ loss on derec ognition of financial instruments under amortised cost category In case where tr ansfer of a part of financial assets qualifies for de-recognition, any difference between the proceeds received on such sale and the carrying value of the transferred asset is recognised as gain or loss on derecognition of such financial asset previously carried under amortisation cost category is presented separately under the respective head in the Statement of Profit and Loss. The resulting interest only strip initially is recognised at FVTPL under interest income. 6.3. Expenses (i) Finance c osts Finance c osts represents Interest expense recognised by applying the Effective Interest Rate (EIR) to the gross carrying amount of financial liabilities. The EIR in case of a financial liability is computed a. As the rat e that exactly discounts estimated future cash payments through the expected life of the financial liability to the gross carrying amount of the amortised cost of a financial liability. b. By considering all the contractual terms of the financial instrument in estimating the cash flows c. In cluding all fees paid between parties to the contract that are an integral part of the effective interest rate, transaction costs, and all other premiums or discounts. Any subsequent changes in the estimation of the future cash flows is recognised in interest income with the corresponding adjustment to the carrying amount of the assets. (ii) Retirement and other employee benefits Short term employee benefit All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. These benefits include short term compensated absences such as paid annual leave. The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees is recognised as an expense during the period. Benefits such as salaries and wages, etc. and the expected cost of the bonus/ex-gratia are recognised in the period in which the employee renders the related service. Post-employment employee benefits a) Defined contribution schemes Short term employee benefit All empl oyee benefits payable wholly within twelve months of rendering the service
Page 354
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 322 are classified as short-term employee benefits. These benefits include short term compensated absences such as paid annual leave. The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees is recognised as an expense during the period. Benefits such as salaries and wages, etc. and the expected cost of the bonus/ ex-gratia are recognised in the period in which the employee renders the related service. Post-employment employee benefits a) Defined contribution schemes All the employees of the Group are entitled to receive benefits under the Provident Fund and Employees State Insurance scheme, defined contribution plans in which both the employee and the Group contribute monthly at a stipulated rate. The Group has no liability for future benefits other than its annual contribution and recognises such contributions as an expense in the period in which employee renders the related service. If the contribution payable to the scheme for service received before the Balance Sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognised as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the Balance Sheet date, then excess is recognised as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund. b) Defined Benefit schemes The gr oup provides for the gratuity, a defined benefit retirement plan covering all employees. The plan provides for lump sum payments to employees upon death while in employment or on separation from employment after serving for the stipulated years mentioned under ‘The Payment of Gratuity Act, 1972’. The present value of the obligation under such defined benefit plan is determined based on actuarial valuation, carried out by an independent actuary at each Balance Sheet date, using the Projected Unit Credit Method, which recognizes each period of service as giving rise to an additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation is measured at the pr esent value of the estimated future cash flows. The discount rates used for determining the present value of the obligation under defined benefit plan are based on the market yields on Government Securities as at the Balance Sheet date. Net inter est recognized in profit or loss is calculated by applying the discount rate used to measure the defined benefit obligation to the net defined benefit liability or asset. The actual return on the plan assets above or below the discount rate is recognized as part of re-measurement of net defined liability or asset through other comprehensive income. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, attrition rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, these liabilities are highly sensitive to changes in these assumptions. All assumptions are reviewed annually. The group full y contributes all ascertained liabilities to LIC without routing it through Trust bank account. Trustees administer, contributions made to the trust and contributions are invested in a scheme of insurance with the IRDA approved Insurance Company Re-measurement, comprising of actuarial gains and losses and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to profit and loss in subsequent periods. Other long-t erm employee benefits Group ’s liabilities towards compensated absences to employees are accrued on the basis of valuations, as at the Balance Sheet date, carried out by an independent actuary using Projected Unit Credit Method. Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are recognised immediately in the Statement of Profit and Loss.
Page 355
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 323 Th e Company presents the Provision for compensated absences under provisions in the Balance Sheet. The group has f ormulated Employee Stock Option Schemes (ESOS) in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The Scheme provide for grant of options to employees of the Company and its subsidiaries to acquire equity shares of the Company that vest in a graded manner and that are to be exercised within a specified period. The grant date fair value of equity settled share based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognised in employee benefits expenses/investment in subsidiary together with a corresponding increase in employee stock option outstanding account in other equity is based on the estimate of the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market vesting conditions at the vesting date. (iii) Other inc ome and expenses All Other income and expense are recognized in the period they occur. (iv) Impairment of non-financial assets Th e carrying amount of assets is reviewed at each balance sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the assets, net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset. In determining net selling pri ce, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life. (v ) Tax es Curr ent Tax Current tax assets and liabilities f or the current and prior years are measured at the amount expected to be recovered from, or paid to, the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted, or substantively enacted, by the reporting date in the countries where the Group operates and generates taxable income. Curr ent income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. Def erred tax Deferr ed tax assets and liabilities are recognised for temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferr ed tax assets are only recognised for temporary differences, unused tax losses and unused tax credits if it is probable that future taxable amounts will arise to utilise those temporary differences and losses. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferr ed tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities are realised simultaneously. Goods and services tax /v alue added taxes paid on acquisition of assets or on incurring expenses
Page 356
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 324 Expenses and assets are r ecognised net of the goods and services tax/ value added taxes paid, except: i. When the tax incurred on a pur chase of assets or services is not recoverable from the taxation authority, in which case, the tax paid is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable. ii. When rec eivables and payables are stated with the amount of tax included. The net amount of tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet. 6.4 Foreign currency translation (i) Functional and presentational currency The consolidat ed financial statements are presented in Indian Rupees which is also functional currency of the Group and the currency of the primary economic environment in which the Group operates. (ii) Tr ansactions and balances Initial recognition: For eign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Con version: Monetary assets and liabilities denominated in f oreign currency, which are outstanding as at the reporting date, are translated at the reporting date at the closing exchange rate and the resultant exchange differences are recognised in the Statement of Profit and Loss. Non–monetary items that ar e measured at historical cost in a foreign currency are translated using the spot exchange rates as at the date of recognition. 6.5 Cash and cash equivalents Cash and cash equivalents comprise the net amount of short -term, highly liquid investments that are readily convertible to known amounts of cash (short-term deposits with an original maturity of three months or less) and are subject to an insignificant risk of change in value, cheques on hand and balances with banks. They are held for the purposes of meeting short-term cash commitments (rather than for investment or other purposes). For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short- term deposits, as defined above. 6.6 Property, plant and equipment Property, plant and equipment (PPE) are measured at cost less accumulated depreciation and accumulated impairment, (if any). The total cost of assets comprises its purchase price, freight, duties, taxes and any other incidental expenses directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by the management. Changes in the expected useful life are accounted for by changing the amortisation period or methodology, as appropriate, and treated as changes in accounting estimates. Subs equent expenditure related to an item of tangible asset are added to its gross value only if it increases the future benefits of the existing asset, beyond its previously assessed standards of performance and cost can be measured reliably. Other repairs and maintenance costs are expensed off as and when incurred. Depr eciation Depreciation is calculated using the Straight Line Method (SLM) to write down the cost of property and equipment to their residual values over their estimated useful lives as specified in Schedule II of the Companies Act, 2013 except for Leasehold improvements which are amortised on a straight-line basis over the period of lease or estimated period of useful life of such improvement, subject to a maximum period of 60 months. Leasehold improvements include all expenditure incurred on the leasehold premises that have future economic benefits.and Asirvad Micro Finance Limited is following WDV method. Land is not depreciated. The estimated useful lives are as follows: Particulars Useful life of assets Computer equipment - End User equipment 3 years - Server* 6 years Furniture & Fixture - Safe and strong rooms 10 years - Others* 3-5 years Office Equipment* 3 years Electrical Fittings 3 years Buildings 30 years Vehicles 8 years Leasehold improvements Rent agreement period Plant & Machinery 15 years *The Group has estimated useful life which is different for Schedul e II useful life’s based on technical advice obtained by the management. The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.
Page 357
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 325 Property plant and equipment is derecognised on disposal or when no future economic benefits are expected from its use. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is recognised in other income / expense in the statement of profit and loss in the year the asset is derecognised. The date of disposal of an item of property, plant and equipment is the date the recipient obtains control of that item in accordance with the requirements for determining when a performance obligation is satisfied in Ind AS 115. 6.7 Capital Work In Progress PPE not ready f or the intended use on the date of the Balance Sheet are disclosed as “capital work-in-progress” and carried at cost, comprising direct cost, related incidental expenses and attributable interest. 6.8 Intangible assets An intangible asset is recognised only when its cost can be measur ed reliably and it is probable that the expected future economic benefits that are attributable to it will flow to the Group. Intangible assets ac quired separately are measured on initial recognition at cost. The cost of an intangible asset comprises its purchase price and any directly attributable expenditure on making the asset ready for its intended use and net of any trade discounts and rebates. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. The useful liv es of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortised over the useful economic life. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each financial year-end. Changes in the expected useful life, or the expected pattern of consumption of future economic benefits embodied in the asset, are accounted for by changing the amortisation period or methodology, as appropriate, which are then treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is presented as a separate line item in the statement of profit and loss. Amortisation on assets acquired/sold during the year is recognised on a pro-rata basis to the Statement of Profit and Loss from / up to the date of acquisition/sale. Amortisation is calculat ed using the straight–line method to write down the cost of intangible assets to their residual values over their estimated useful lives. Intangible assets comprising of software are amortised on a straight-line basis over a period of 6 years, unless it has a shorter useful life. The Group ’s intangible assets consist of computer software with definite life. Gains or l osses from derecognition of intangible assets are measured as the difference between the net disposal proceeds and the carrying amount of the asset are recognised in the Statement of Profit and Loss when the asset is derecognised. 6.9 Investment Property Properties, held to earn rentals and/or capital appreciation a re classified as investment property and measured and reported at cost, including transaction costs. For transition to Ind AS, the Group has elected to adopt as deemed cost, the carrying value of investment property as per Indian GAAP less accumulated depreciation and cumulative impairment (if any) as on the transition date of April 1, 2017. Depreciation is r ecognised using straight line method so as to write off the cost of the investment property less their residual values over their useful lives specified in Schedule II to the Companies Act, 2013 or in case of assets where the useful life was determined by technical evaluation, over the useful life so determined. Depreciation method is reviewed at each financial year end to reflect the expected pattern of consumption of the future benefits embodied in the investment property. The estimated useful life and residual values are also reviewed at each financial year end and the effect of any change in the estimates of useful life/ residual value is accounted on prospective basis. An inv estment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of property is recognised in the Statement of Profit and Loss in the same period. 6.10 Provisions Provisions are recognised when the enterprise has a present obligation (l egal or constructive) as a result of past events, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. When the effect of the time value of money is material, the enterprise determines the level of provision by discounting the expected cash flows at a pre-tax rate reflecting the current rates specific to the liability. The expense relating
Page 358
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 326 to any provision is presented in the statement of profit and loss net of any reimbursement. 6.11 Contingent Assets and Liabilities A contingent asset is a possible asset that arises from past e vents and whose existence will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the entity. The Group does not recognize or disclose contingent asset in the financial statements. A c ontingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements. 6.12 Earning Per Shar e The Group reports basic and diluted earnings per share in ac cordance with Ind AS 33 on Earnings per share. Basic EPS is calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting preference dividend and attributable taxes) by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless they have been issued at a later date. In computing the dilutive earnings per share, only potential equity shares that are dilutive and that either reduces the earnings per share or increases loss per share are included. 6.13 Segment Reporting Operating segments are reported in a manner consistent with the int ernal reporting provided to the chief operating decision maker (CODM). The Board of Directors (BOD) of the Holding Company assesses the financial performance and position of the Company, and makes strategic decisions. The BOD of Holding Company, which has been identified as being the chief operating decision maker. The CODM has identified two reportable segments 1. Gold Loan and others, 2. Microfinance. 6.14 Leases Ind AS 116 requires lessees to determine the lease term as the non-canc ellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Group makes an assessment on the expected lease term on a lease-by- lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Group considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to Group’s operations taking into account the location of the underlying asset and the availability of suitable alternatives. The lease term in future periods is reassessed to ensure that the lease term reflects the current economic circumstances. The Group as a lessee The Group ’s lease asset classes primarily consist of leases for land and buildings. The Group assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether: (i) the contract involves the use of an identified asset (ii) the Group has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Group has the right to direct the use of the asset. At the date of commencement of the lease, the Group recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. Certain lease arr angements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised. Th e right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct
Page 359
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 327 costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of -use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in- use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs. The lease liability is initiall y measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Company changes its assessment if whether it will exercise an extension or a termination option. Lease liability and ROU asset ha ve been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows. 6.15 Business Combination The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary comprises of the, - fair values of the assets transferred, - lia bilities incurred to the former owners of the acquired business, - equity inter ests issued by the Group and - fa ir value of any asset or liability resulting from a contingent consideration arrangement Identifiable assets ac quired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The excess of the fair value of consideration over the identifiable net asset acquired is recorded as goodwill. If the consideration is lower, the gain is recognised directly in equity as capital reserve. In case, business acquisition is classified as bargain purchase, the aforementioned gain is recognised in the other comprehensive income and accumulated in equity as capital reserve. The Group recognises any noncontrolling interest in the acquired entity at fair value. Changes in owner ship that do not result in a change of control are accounted for as equity transactions and therefore do not have any impact on goodwill. The difference between consideration and the non-controlling share of net assets acquired is recognised within equity. Business combinations involving entities or businesses under common control are accounted for using the pooling of interest method. Under pooling of interest method, the assets and liabilities of the combining entities are reflected at their carrying amounts, with adjustments only to harmonise accounting policies. Acquisition-related costs are expensed as incurred. If the business c ombination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such remeasurement are recognised in profit or loss or other comprehensive income, as appropriate. If the initial accounting for a business combination can be determined only provisionally by the end of the first reporting period, the business combination is accounted for using provisional amounts. Adjustments to provisional amounts, and the recognition of newly identified asset and liabilities, must be made within the ‘measurement period’ where they reflect new information obtained about facts and circumstances that were in existence at the acquisition date. The measurement period cannot exceed one year from the acquisition date and no adjustments are permitted after one year except to correct an error. Any contingent c onsideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in the statement of profit and loss. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity. 7. Significant acc ounting judgements, estimates and assumptions The preparation of financial statements in conformity with the Ind AS requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the grouping disclosure and the disclosure of contingent liabilities, at the end of the reporting period. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future
Page 360
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 328 periods are affected. Although these estimates are based on the management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods. In particular, information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes: 7.1 Defined employee benefit assets and liabilities The cost of the defined benefit gratuity plan and the pr esent value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate; future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed annually. 7.2 Impairment of loans portf olio The measurement of impairment losses across all categories of financial assets requires judgement, in particular, the estimation of the amount and timing of future cash flows and collateral values when determining impairment losses and the assessment of a significant increase in credit risk. These estimates are driven by a number of factors, changes in which can result in different levels of allowances. It has been the Group ’s policy to regularly review its ECL models in the context of actual loss experience and adjust when necessary. The impairment loss on l oans and advances is disclosed in more detail in Note 6.1(ix) Overview of ECL principles. 7.3 Effective Interest Rate (EIR) method The Group’s EIR methodology, recognises interest income / expense using a rate of return that represents the best estimate of a constant rate of return over the expected behavioural life of loans given / taken and recognises the effect of potentially different interest rates at various stages and other characteristics of the product life cycle (including prepayments and penalty interest and charges). This estimation, by natur e, requires an element of judgement regarding the expected behaviour and life-cycle of the instruments, as well expected changes to India’s base rate and other fee income/expense that are integral parts of the instrument. 8. Recent Pronouncements Ministry of Corpor ate Affairs (‘MCA’) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended 31 March 2025, MCA has notified Ind AS – 117 Insurance Contracts, amendments to Ind AS 116 – Leases, relating to sale and leaseback transactions applicable to the Company w.e.f. 01 April 2024, amendment to Ind AS 21 - which pertains to the effects of changes in foreign exchange rates, to provide clarity on assessing currency exchangeability, estimating spot exchange rates, and improving disclosure requirements which is applicable w.e.f 1 April 2025 onwards. The Company has reviewed the new pronouncements and based on its evaluation has determined that it does not have any significant impact in its financial statements.
Page 361
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 329 Note 9: Cash and cash equivalents Particulars As at 31 March, 2025 As at 31 March, 2024 Cash on hand 1,899.77 1,302.15 Balances with banks - (Of the nature of cash and cash equivalents) 11,965.87 8,108.46 Others- - On Cash Credit 227 .68 44.69 - For eign currency balances 1.16 0.64 - Bank deposit with maturity of l ess than 3 months* 16,732.40 15,961.21 Total 30,826.88 25,417.15 *Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates.These bank deposits includes its related accrued interest. There is no restriction with regard to cash and cash equivalents as at end of the financial year 31 March 2025 and 31 March 2024. Note 10: Bank balance other than above Particulars As at 31 March, 2025 As at 31 March, 2024 Deposits with original maturity for more than 3 months* 7,207.03 6,179.72 Earmarked Balances with Banks** 43.00 215.63 Total 7,250.03 6,395.35 * Includes: a) Cash collat eral deposits aggregating to `5302.17 Mn (31 March 2024: `4820.36 Mn) towards bank facilities. The cash collateral deposits are provided as an additional security to the banks for extending approved bank facilities. b) Deposits amounting to ` 171.97 Mn (As at 31 March 2024: `430.16) placed as credit enhancement (cash collateral) on account of securitization ** These earmarked balances with Bank include balances pertaining to unpaid NCD trustee account, unpaid auction surplus deposit and unpaid dividend account. Note 11: Loans Particulars As at 31 March, 2025 As at 31 March, 2024 LOANS AT AMORTISED COST (A) i) Term l oans - Gold l oan 2,70,194.49 2,27,027.00 - Commercial vehicle Loan 43,561.64 39,145.16 - Mortgage/Pr operty Loan 203.00 227.18 - Onl ending 5,153.77 9,885.53 - Corporat e finance 2.70 4.10 - Home loan 12, 600.75 10,668.10 - Microfinanc e loan 66,851.64 96,414.86 - Others 34,254. 72 31,751.76 Total (A) - Gross 4,32,822.71 4,15,123.69 Less: (B) - Impairment loss allowance 10,307.16 5,648.02 Total (C) - Net = (A-B) - Net 4,22,515.55 4,09,475.67 (D) - i) Secured by tangibl e assets 4,29,702.94 3,11,082.22 ii) Unsecured 3, 119.77 1,04,041.47 Total (D) - Gross 4,32,822.71 4,15,123.69 Less: (E) - Impairment loss allowance 10,307.16 5,648.02 Total (F) = (D-E) - Net 4,22,515.55 4,09,475.67
Page 362
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 330 Particulars As at 31 March, 2025 As at 31 March, 2024 (I) Loans Outside India - i) Public Sector - - ii) Others - - (II) Loans In India i) Public Sector - - ii) Other s 4,32,822.71 4,15,123.69 Total (G) - Gross 4,32,822.71 4,15,123.69 Less (H) - Impairment loss allowance 10,307.16 5,648.02 Total (I) = (G-H) - Net 4,22,515.55 4,09,475.67 Details of loans pledged as securities against borrowings have been appropriately disclosed in note 22. The following tables explain the changes in the loans and the corresponding impairment loss allowance between the beginning and the end of the Financial Year 2024-25: FY 24-25 TOTAL Stage I Loans Stage I ECL Stage II Loans Stage II ECL Stage III Loans Stage III ECL Total Loans Total ECL Opening Balance 398,632.41 2,339.70 5,221.88 228.98 11,269.39 3,079.34 415,123.69 5,648.02 Transfer to Stage I 339.60 43.84 (280.18) (1.16) (92.66) (41.22) (33.24) 1.46 Transfer to Stage II (10,976.47) (1,036.60) 5,690.18 107.64 (41.55) (0.64) (5,327.85) (929.60) Transfer to Stage III (11,017.33) (4,915.75) (803.82) (175.42) 5,531.19 1,053.23 (6,289.97) (4,037.94) Write off (9,469.08) (4,717.20) (1,746.66) (824.11) (1,685.41) (721.60) (12,901.15) (6,262.91) Impact of changes in credit risk on account of stage movement - - - - - - - - Changes in opening credit exposures (repayment net of additional disbursement) (235,187.25) (370.51) (1,520.63) (31.86) (5,271.84) (1,478.66) (241,979.71) (1,881.03) New Credit Exposures during the year, net of repayments* 268,370.96 11,597.97 7,467.12 1,763.46 8,392.86 4,407.74 284,230.94 17,769.17 Closing Balance 400,692.84 2,941.45 14,027.89 1,067.52 18,101.99 6,298.19 432,822.71 10,307.16 *New Credit Exposures during the year, net of repayments has been presented on net basis i.e. the collections towards loans has been netted off. for one of the subsidiary as shown in their individual financial statement The following tables explain the changes in the loans and the corresponding impairment loss allowance between the beginning and the end of the Financial Year 2023-24: FY 24-25 TOTAL Stage I Loans Stage I ECL Stage II Loans Stage II ECL Stage III Loans Stage III ECL Total Loans Total ECL Opening Balance 329,299.83 2,129.72 7,302.52 247.05 6,215.07 2,051.25 342,817.42 4,428.01 Transfer to Stage I 293.89 1.90 (286.17) (0.42) (28.40) 0.20 (20.67) 1.69 Transfer to Stage II (3,398.78) (130.93) 1,843.23 48.26 (21.51) (0.39) (1,577.06) (83.06) Transfer to Stage III (4,908.37) (1,798.96) (599.83) (166.05) 2,093.27 334.66 (3,414.93) (1,630.36) Write off (175.94) (1.75) (560.90) (254.85) (1,216.87) (571.62) (1,953.71) (828.22) Impact of changes in credit risk on account of stage movement - - - - - - - - Changes in opening credit exposures (repayment net of additional disbursement) (211,099.78) (1,453.77) (5,169.80) (372.35) (3,108.87) (758.63) (219,378.45) (2,584.74) New Credit Exposures during the year, net of repayments* 288,621.56 3,593.48 2,692.83 727.33 7,336.70 2,023.87 298,651.09 6,344.68 Closing Balance 398,632.41 2,339.70 5,221.88 228.98 11,269.39 3,079.34 415,123.69 5,648.02
Page 363
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 331 Note 12: Investments Particulars As at March 31, 2025 As at March 31, 2024 Amortised cost At Fair value Total Amortised cost At Fair value Total Through Profit or Loss Through OCI Through Profit or Loss Through OCI As at 31 March 2025 Quoted Instruments - i) Inv estment in Debt Securities 66.86 - - 66.86 - - - - ii) Inv estment in Government Securities 3,063.48 - 2,067.40 5,130.88 3,070.49 - 1,948.73 5,019.22 iii) Inv estment in Equity Instruments - 46.57 - 46.57 - 0.36 - 0.36 iv) Inv estment in Mutual Funds - 3.88 - 3.88 - - - - v) Inv estment In Gold ETF - 19.35 - 19.35 - - - - Unquoted Instruments - i) Inv estment in Government Securities 0.05 - - 0.05 0.05 - - 0.05 ii) Inv estment in Security Reciepts - 3,223.08 - 3,223.08 - 2,407.58 - 2,407.58 iii) Inv estment in Equity instruments - - 0.58 0.58 - - 0.58 0.58 iv) Inv estment in Securitised Assets (Pass Through Certificates) - 78.66 - 78.66 - 45.38 - 45.38 Total Gross (A) 3,130.39 3,371.54 2,067.98 8,569.91 3,070.54 2,453.32 1,949.31 7,473.17 i) Inv estments outside India - - - - - - - - ii) Inv estments in India 3,130.39 3,371.54 2,067.98 8,569.91 3,070.54 2,453.32 1,949.31 7,473.17 Total Gross (B) 3,130.39 3,371.54 2,067.98 8,569.91 3,070.54 2,453.32 1,949.31 7,473.17 Less : Allowance for impairment loss (C) - 692.00 0.58 692.57 - 209.80 - 209.80 Total - Net (D) = (A) -(C) 3,130.39 2,679.54 2,067.40 7,877.34 3,070.54 2,243.52 1,949.31 7,263.37 Note 13: Other financial assets Particulars As at 31 March, 2025 As at 31 March, 2024 Security deposits* 1,253.15 1,133.09 Commission receivable 11.97 3.21 Deferred lease rental 1.67 1.62 Funds-in-transit 1,888.54 833.44 Gold investment*** 37.65 41.21 Asset held for sale 12.95 22.29 EIS Receivable on Direct Assignments** 1,250.02 1,356.19 Interest Receivable - Other Financial Assets 1,078.90 1,003.97 Total 5,534.85 4,395.02 * Employee security deposits aggregating to `580.36 Mn (31 March 2024: ` 477.76 Mn). Deposits aggregating to ` 39.84 Mn (31 March 2024: ` 42.18 Mn) towards security deposit to various authorities. **Under Ind AS, with respect to assignment deals, the Company has created an Excess Interest Spread(EIS) receivable, with the corresponding credit to the statement of Profit and Loss for the year, which has been computed by discounting EIS to the present value on each balance sheet date. ***Gold investments include gold ornaments amounting to ` 37.65 Mn(31st March 2024-`41.21 Mn) which have been seized during the course of recovery proceedings under gold loan defaults. These are pending disposal in accordance with the applicable legal procedures. The Appropriate provision has been recognised wherever required
Page 364
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 332 Note 14: Current tax assets (net) Particulars As at 31 March, 2025 As at 31 March, 2024 Advance tax and tax deducted at source [net of provisions for Income Tax `53,458.24 Mn (March 31, 2024 ` Mn)] 1,546.14 745.08 Total 1,546.14 745.08 Note 15: Investment property Particulars Amount At 31 March 2024 0.86 Additions - Disposals - At 31 March 2025 0.86 Depreciation and impairment: At 31 March 2024 - Disposals - Depreciation charge for the period - At 31 March 2025 - Net book value: At 31 March 2024 0.86 At 31 March 2025 0.86 Note 16: Property, plant and equipment Particulars Land- Freehold Buildings* Office equipment Electrical Installation Computer Equipment Furniture and Fixtures Leasehold Improvement Vehicles Plant and Equipment Total** CWIP Gross Block: Cost At 01 April 2023 485.20 1,474.30 512.78 143.31 1,676.14 2,902.23 641.24 63.02 46.19 7,944.41 160.11 Additions 44.74 21.34 162.09 13.66 396.70 328.25 111.19 5.56 1.49 1,085.02 173.35 Disposals - - 3.82 0.90 88.30 5.30 1.87 6.67 4.28 111.14 At 31March 2024 529.94 1,495.64 671.05 156.07 1,984.54 3,225.18 750.56 61.91 43.40 8,918.29 333.46 Additions 148.44 269.84 227.95 78.50 365.32 562.06 139.18 53.33 12.54 1,857.16 Disposals - - 16.59 0.20 229.93 5.65 0.07 6.31 0.28 259.03 218.76 At 31 March 2025 678.38 1,765.48 882.41 234.37 2,119.93 3,781.59 889.67 108.93 55.66 10,516.42 114.70 Accumulated depreciation: At 01 April 2023 - 262.65 222.48 129.05 885.20 1,498.17 562.33 40.12 26.47 3,626.47 - Depreciation charge for the year - 50.47 95.30 8.98 425.36 365.52 40.37 7.77 4.28 998.05 - Disposals - - 3.34 0.90 87.84 5.30 1.87 6.27 2.94 108.46 - At 31March 2024 - 313.12 314.44 137.13 1,222.72 1,858.39 600.83 41.62 27.81 4,516.06 - Depreciation charge for the year - 55.94 142.92 23.35 470.13 402.20 79.14 9.03 4.57 1,187.28 - Disposals - - 12.64 0.20 229.65 5.49 0.07 3.41 0.26 251.72 - At 31 March 2025 - 369.06 444.72 160.28 1,463.20 2,255.10 679.90 47.24 32.12 5,451.62 - Carrying Amount - At 31March 2024 529.94 1,182.52 356.61 18.94 761.83 1,366.79 149.73 20.29 15.59 4,402.23 333.46 At 31 March 2025 678.38 1,396.41 437.69 74.09 656.74 1,526.49 209.77 61.69 23.54 5,064.80 114.70 No revaluation of any class of asset is carried out during the year. Title deeds of immovable properties are held in the name of the Company. *Details of building pledged against borrowings is presented in note 22 **No PPE pledged as security other than that disclosed in Note 22.
Page 365
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 333 Capital Work In Progress (CWIP) aging schedule for the year ended 31st March, 2025 CWIP Amount in CWIP for the period of Total Less than 1 year 1-2 years 2-3 years More than 3 years Projects in progress 2.10 78.93 33.66 114.70 Projects temporarily suspended - - - - - Capital Work In Progress(CWIP) aging schedule for the year ended 31st March, 2024 CWIP Amount in CWIP for the period of Total Less than 1 year 1-2 years 2-3 years More than 3 years Projects in progress 26.86 1.74 102.52 202.34 333.46 Projects temporarily suspended - - - - - Note 17: Intangible assets Particulars Computer software Intangible assets under development Gross Block - at Cost At 1 April 2023 737.60 0.63 Additions 223.36 - Addition on acquisition of Subsidiary - - Disposals 4.22 0.49 At 31 March 2024 956.75 0.14 Additions 411.02 - Addition on acquisition of Subsidiary - - Disposals 11.10 At 31 March 2025 1,356.67 0.14 Accumulated amortization At 1 April 2023 440.25 Charge for the year 165.25 - Addition on acquisition of Subsidiary - - Disposals 4.10 At 31 March 2024 601.40 - Charge for the year 237.03 - Addition on acquisition of Subsidiary - - Disposals 10.59 At 31 March 2025 827.84 - Net book value At 31 March 2024 355.35 0.14 At 31 March 2025 528.83 0.14 No revaluation of any class of asset is carried out during the year. Note 18: Other non-financial assets Particulars As at 31 March, 2025 As at 31 March, 2024 Prepaid expenses 316.20 347.85 Balance with government authorities 413.94 56.27 Capital advances 109.62 33.91 Other non-financial assets 35.40 276.52 Total 875.16 714.55
Page 366
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 334 Note 19: Derivative financial instruments The Group enters into derivatives for risk management purposes in relation to the risk of changes in foreign exchange rates on foreign currency exposures. Derivatives held by the Group for the purpose of risk management includes both hedges that meet the hedge accounting requirements or hedges that are only economic hedges and valued at fair value through profit and loss. These derivatives are valued at fair value based on quoted prices for similar assets and liabilities in active markets or inputs that are directly/ indirectly observable in the market place. The below table shows the fair values of derivative financial instruments recorded as asset and liabilities together with notional amounts held by the Group: Particulars Amount as at As at 31st March, 2025 As at 31st March, 2024 A) Derivativ es designated as Cash flow Hedges: Forw ard Contracts 192.65 8.33 Cross Curr ency interest rate Swaps 220.35 17.12 Sub total (A) 413.00 25.45 B) Other Deriv atives Cross curr ency interest rate swaps - - Sub total (B) - - Total (A+B) 413.00 25.45 Derivativ e financial instruments - disclosed under financial assets 413.00 25.45 Derivativ e financial instruments - disclosed under financial liabilities - - Note 19.1 Hedging activities and derivatives The Group is exposed to certain risks relating to its ongoing business operations. The primary risks managed using derivative instruments are foreign currency risk. The Group’s risk management strategy and how it is applied to manage risk are explained in Note 49. Note 19.2 Derivatives designated as hedging instruments The Holding Company is exposed to foreign currency risk arising from its fixed rate foreign currency denominated bond amounting to USD 300 million. Interest on the borrowing is payable at 7.37 % p.a. at half yearly intervals, and the principal amount is repayable in May 2028. The Company economically hedged the foreign currency risk arising from the bond with Forward Rate Agreement of equivalent amount. The Holding Company is exposed to foreign currency risk arising from its fixed rate foreign currency External Commercial Borrowing amounting to USD 297 million. Interest on the borrowing is payable at 7-8% p.a. and the principal amount is repayable on various due dates. The Company economically hedged the foreign currency risk arising from the loan with Cross Currency Interest Rate swaps of equivalent amount. The Cross Currency Interest Rate Swaps converts the cash outflows of the foreign currency fixed rate borrowing of USD 297 million to cash outflows in Indian Rupees with a notional amount of ` 24,916.49 Million The Holding Company is exposed to foreign currency risk arising from its fixed rate foreign currency borrowing amounting to Nil ( March 2024 USD 43.85 million). Interest on the borrowing is payable at 8.85 % p.a. and the principal amount is repayable in August 2024. The Company economically hedged the foreign currency risk arising from the loan with Cross Currency Interest Rate swaps of equivalent amount. The Cross Currency Interest Rate Forward converts the cash outflows of the foreign currency fixed rate borrowing of USD 43.85 million to cash outflows in Indian Rupees with a notional amount of Nil (March 2024 `3,636 Million) There is an economic relationship between the hedged item and the hedging instrument as the terms of the forward currency contract match that of the foreign currency borrowing (notional amount, principal repayment date etc.). The company has established a hedge ratio of 1:1 for the hedging relationships as the underlying risk of the forward currency contract are identical to the hedged risk components. For the purpose of calculating hedge effectiveness, the company uses a qualitative features to determine the hedge effectiveness.
Page 367
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 335 The reconciliation of cash flow hedge reserve and investment at FVTOCI for the years ended 31 March 2025 and 31 March 2024 are as follows: Particulars Amount As at 31 March, 2025 31 March, 2024 Cash flow hedge reserve as at beginning of the year (56.42) 0.94 (i) Gain/ (loss ) recognised in other comprehensive income during the year 23.49 (114.69) (ii) Fairv alue Changes of Investments held as FVTOCI 76.12 24.18 Less: Tax impact on (i) and (ii) above (25.07) 33.15 Total 18.12 (56.42) Note 20: Trade payables Particulars As at 31st March, 2025 As at 31st March, 2024 (i) total outstanding dues of micro, small and medium enterprises 3.10 2.23 (ii) total outstanding dues of creditors other than micro, small and medium enterprises 1,198.20 1,216.55 Total 1,201.30 1,218.78 Note 20(i) Disclosures required under Section 22 of the Micro, Small & Medium Enterprises Development Act, 2006 Particulars As at 31 March, 2025 As at 31 March, 2024 The principal amount and the interest due thereon remaining unpaid to any supplier at the end of each accounting year. 3.10 2.23 The amount of interest paid by the buyer in terms of section 16 of the Micro, Small and Medium Enterprises Development Act, 2006, along with the amount of the payment made to the supplier beyond the appointed day during each accounting year. - - The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under the Micro, Small and Medium Enterprises Development Act, 2006. - - The amount of interest accrued and remaining unpaid at the end of each accounting year. - - The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise, for the purpose of disallowance of a deductible expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006. - - Total 3.10 2.23 Note 20(ii)Trade payable aging schedule (Disclosure under schedule III of Companies Act,2013) Particulars Outstanding for following periods from due date of payment Total Less than 1 year 1-2 years 2-3 years More than 3 years i) MSME 0 .27 - - - 0.27 ii) other s 513.48 121.02 19.67 81.33 735.50 iii) Disputed dues - MSME - - - - - iv) Disputed dues - others - - - - - (v) Unbill ed-MSME 2.83 - - - 2.83 (vi) Unbill ed-Others 462.71 - - - 462.71 Total 979.28 121.02 19.67 81.33 1,201.30
Page 368
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 336 Particulars Outstanding for following periods from due date of payment Total Less than 1 year 1-2 years 2-3 years More than 3 years i) MSME - - - - - ii) other s 542.53 45.69 40.65 101.25 730.13 iii) Disputed dues - MSME - - - - - iv) Disputed dues - others - - - - - (v) Unbill ed-MSME 2.23 - - - 2.23 (vi) Unbill ed-Others 463.13 10.29 4.48 8.53 486.42 Total 1,007.89 55.98 45.13 109.78 1,218.78 Note 21: Debt securities Particulars As at 31st March, 2025 As at 31st March, 2024 At amortised cost Unsecured Commercial papers (unsecured) 2,941.43 8,357.10 Secured US Dollar bonds (Secured) 26,240.11 - Privately placed redeemable non-convertible debentures (Secured) 31,511.54 41,169.70 Others - Non-convertible debentures - Public issue (Secured) 1,491.65 2,273.24 Total (A) 62,184.73 51,800.04 Debt securities in India 35,944.62 51,800.04 Debt securities outside India 26,240.11 - Total (B) 62,184.73 51,800.04 Exclude unpaid (Unclaimed) matured debentures shown as a part of the other financial liabilities (Refer Note.25) Includes EIR impact of transaction cost, premium amount/ Discount on issue of NCD US Dollar Bonds carry interest rates of 7.37% p.a (31 March 2025) and their tenure is for 4 years (31 March 2024 : Nil). Nature of Security Debentures are secured by a floating charge on the book debts of the Company on gold and other unencumbered assets. The Company shall maintain 100% security cover on the outstanding balance of debenture with accrued interest any time. Debentures are offered for a period of 1 year to 10 years. US Dollar Bonds are secured by way of floating charge on the book debts of the Company on gold and other unencumbered assets.
Page 369
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 337 Note 21: Debt securities (Contd…..) Details of redeemable non-convertible debentures Sr. No. Private Placement/ Public issue Date of allotment Date of redemption Nominal value per debenture Total number of debentures Rate of interest p.a. Face value As at 31 st March 2025 As at 31 st March 2024 Secured/ Unsecured Terms of redemption Listed/ Unlisted 1 Public Issue 29-Nov-18 29-Nov-25 1,000 3,97,723 Zero Coupon 397.72 397.72 397.72 Secured On Maturity Listed 2 Public Issue 6-Mar-19 5-May-26 1,000 2,04,779 Cumulative 204.78 204.78 204.78 Secured On Maturity Listed 3 Public Issue 19-Dec-18 19-Dec-25 1,000 13,265 Cumulative 13.27 13.27 13.27 Secured On Maturity Unlisted 4 Private Placement 9-Jul-20 9-Jul-30 10,00,000 250 9.50% 250.00 250.00 250.00 Secured On Maturity Listed 5 Private Placement 14-Aug-20 9-Jul-30 10,00,000 250 9.50% 250.00 250.00 250.00 Secured On Maturity Listed 6 Private Placement 14-Aug-20 9-Jul-30 10,00,000 400 9.50% 400.00 400.00 400.00 Secured On Maturity Listed 7 Private Placement 14-Aug-20 9-Jul-30 10,00,000 350 9.50% 350.00 350.00 350.00 Secured On Maturity Listed 8 Private Placement 28-Jan-21 28-Jan-26 10,00,000 1,500 8.57% 1,500.00 1,500.00 1,500.00 Secured On Maturity Listed 9 Private Placement 28-Jan-21 28-Jan-27 10,00,000 1,500 8.57% 1,500.00 1,500.00 1,500.00 Secured On Maturity Listed 10 Private Placement 28-Jan-21 28-Jan-28 10,00,000 3,000 8.57% 3,000.00 3,000.00 3,000.00 Secured On Maturity Listed 11 Private Placement 30-Dec-21 30-Dec-24 10,00,000 2,500 6.95% 2,500.0 - 2,500.00 Secured On Maturity Listed 12 Private Placement 20-Jul-22 20-Apr-24 10,00,000 963 8.35% 962.5 - 962.50 Secured On Maturity Unlisted 13 Private Placement 20-Jul-22 20-Jul-24 10,00,000 963 8.35% 962.5 - 962.50 Secured On Maturity Unlisted 14 Private Placement 20-Jul-22 20-Oct-24 10,00,000 963 8.35% 962.5 - 962.50 Secured On Maturity Unlisted 15 Private Placement 20-Jul-22 20-Jan-25 10,00,000 963 8.35% 962.5 - 962.50 Secured On Maturity Unlisted 16 Private Placement 20-Jul-22 20-Apr-25 10,00,000 963 8.35% 962.5 962.50 962.50 Secured On Maturity Unlisted 17 Private Placement 20-Jul-22 20-Jul-25 10,00,000 963 8.35% 962.5 962.50 962.50 Secured On Maturity Unlisted 18 Private Placement 13-Mar-23 13-Mar-31 1,00,000 36,666 9.22% 3,666.6 3,666.63 3,666.63 Secured On Maturity Listed 19 Private Placement 13-Mar-23 13-Mar-32 1,00,000 36,666 9.22% 3,666.6 3,666.63 3,666.63 Secured On Maturity Listed 20 Private Placement 13-Mar-23 13-Mar-33 1,00,000 36,667 9.22% 3,666.7 3,666.74 3,666.74 Secured On Maturity Listed 21 Private Placement 6-Oct-23 29-Sep-25 1,00,000 40,000 8.80% 4,000.0 4,000.00 4,000.00 Secured On Maturity Listed 22 Private Placement 6-Oct-23 28-Mar-25 1,00,000 20,000 8.65% 2,000.0 - 2,000.00 Secured On Maturity Listed 23 Private Placement 5-Mar-24 5-Mar-26 1,00,000 20,000 8.80% 2,000.0 2,000.00 2,000.00 Secured On Maturity Listed 24 Private Placement 28-Mar-24 28-Mar-34 1,00,000 2,500 8.60% 250.0 250.00 250.00 Secured On Maturity Listed 25 Private Placement 19-Aug-24 19-Aug-26 1,00,000 45,000 9.10% 4,500.0 4,500.00 - Secured On Maturity Listed 26 Public Issue 4-Nov-19 3-Nov-22 1,000 2 9.75% - - - Secured On Maturity Listed 27 Public Issue 4-Nov-19 3-Nov-22 1,000 1 10.00% - - - Secured On Maturity Listed 28 Public Issue 4-Nov-19 3-Nov-22 1,000 1 10.00% - - - Secured On Maturity Listed 29 Public Issue 4-Nov-19 3-Nov-24 1,000 2 10 .25% - - 236. 05 Secured On Maturity Listed 30 Public Issue 4-Nov-19 3-Nov-24 1,000 1 10.65% - - 64.03 Secured On Maturity Listed 31 Public Issue 4-Nov-19 3-Nov-24 1,000 0 10.65% - - 32.89 Secured On Maturity Listed 32 Public Issue 4-Nov-19 7-Sep-26 1,000 2,20,343 10.65% 220.34 220.34 Secured On Maturity Listed 33 Private Placement 20-Jul-20 19-Jul-23 10,00,000 0 9.40% - - 0 Secured On Maturity Listed
Page 370
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 338 Sr. No. Private Placement/ Public issue Date of allotment Date of redemption Nominal value per debenture Total number of debentures Rate of interest p.a. Face value As at 31 st March 2025 As at 31 st March 2024 Secured/ Unsecured Terms of redemption Listed/ Unlisted 34 Private Placement 21-Nov-22 21-Nov-24 10,00,000 0 8.50% - - 500.00 Secured On Maturity Listed 35 Private Placement 30-Mar-21 30-Mar-25 7,50,000 - 9.75% 7,50,000.0 - 375.00 Secured Half-yearly Unlisted 36 Private Placement 9-Jul-21 31-Dec-24 3,33,333 - 11.40% 3,33,333.0 - 116.67 Unsecured Yearly Unlisted 37 Private Placement 27-Aug-21 27-Feb-25 10,00,000 - 11.05% 10,00,000.0 - 730.00 Secured On Maturity Listed 38 Private Placement 21-Sep-21 15-Sep-26 10,00,000 - 11.05% 10,00,000.0 - 1,450.00 Secured On Maturity Listed 39 Private Placement 9-Nov-21 9-May-24 10,00,000 - 9.70% 10,00,000.0 - 450.00 Secured On Maturity Listed 40 Private Placement 9-Nov-21 9-May-24 10,00,000 - 9.70% 10,00,000.0 - 300.00 Secured On Maturity Listed 41 Private Placement 12-Sep-22 12-Sep-24 10,00,000 - 9.60% 10,00,000.0 - 1,000.00 Secured On Maturity Listed 42 Private Placement 28-Sep-22 28-Sep-24 10,00,000 - 8.50% 10,00,000.0 - 1,150.00 Secured On Maturity Listed 43 Private Placement 20-Jul-23 20-Jan-26 1,00,000 2,500 9.30% 1,00,000.0 250.00 250.00 Secured On Maturity Listed 44 Private Placement* 30-May-19 30-May-24 10,000 - 11.63% 10,000.0 0.15 0.15 Unsecured On Maturity Listed Total amount 32,011.26 42,265.89 Effective Interest Rate Adjustment (387.63) (476.84) Interest Accrued but not due 1379.56 1653.88 Net Amount 33,003.19 43,442.94 * `0.184 Million as on 31 st March 2025 is the amount of unclaimed debentures lying in the Escrow Account
Page 371
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 339 Note 22: Borrowings (other than debt securities) Particulars As at 31st March, 2025 As at 31st March, 2024 At amortised cost: Term Loan* Indian rupee loan fr om banks (secured) 1,82,912.38 1,79,904.20 For eign currency term loan from banks (secured) 25,424.86 12,070.31 Indian rupee loan fr om other parties (secured) 4,466.85 7,222.53 Indian rupee loan fr om other parties (unsecured) - 199.71 Loans repayable on demand Cash credit / Ov erdraft facilities from banks (secured) 124.25 2,255.05 Other loans Working Capital demand loan from banks (secured) 72,409.16 74,134.96 Borro wings under securitisation arrangement 1,842.39 4,082.55 Total 2,87,179.89 2,79,869.31 Borrowings in India* 2,87,179.89 2,79,869.31 Borrowings outside India - - Total 2,87,179.89 2,79,869.31 Includes EIR impact of transaction cost, premium amount/ Discount on issue of NCD *T erm Loans were fully used for the purpose for which the same were obtained. *Includes f oreign currency loan borrowed from SBI Bank. The Group has not def aulted in repayment of principal and interest during the year and as at balance sheet date 31 March 2025 (No default for the year ended 31 March 2024). Term loan from bank: Indian rupee loan from banks (secured): These are secured by an exclusive charge by way of hypothecation of book debts pertaining to loans granted against gold and margin/cash collateral as per the agreement. Foreign currency term loans (ECB) from banks (secured): 1) Foreign currency loan: Nil as at March 31, 2025 ( March 31, 2024 `3636.30 Million) which carries interest @ 6 month SOFAR pl us 120 bps. The loan is repayable after 3 years from the date of its origination, viz., March 17,2022. 2) For eign currency loan: 1. `3744.00 million(ECB) as at March 31, 2025 ( March 31, 2024 `4160.00 million(ECB)) which carries interest @ 6 month SOFAR plus 225 bps. The loan is repayable after 3 years from the date of its origination, viz., October 25,2023. 3) For eign currency loan: 1. `4157.00 million(ECB) as at March 31, 2025 ( March 31, 2024 `4157.00 million(ECB)) which carries interest @ 6 month SOFAR plus 235 bps. The loan is repayable after 3 years from the date of its origination, viz., January 24,2024. The loans are secured against the first pari passu charge on current assets, book debts and receivables including gold loans & advances of the Company. 4) For eign currency loan: `4178.00 million(ECB) as at March 31, 2025 ( March 31, 2024 Nil) (ECB)) which carries interest @ 6 month SOFAR plus 215 bps. The loan is repayable after 3 years from the date of its origination, viz., June 24, 2024. The loans are secured against the first pari passu charge on current assets, book debts and receivables including gold loans & advances of the Company. 5) For eign currency loan: `8,380.00 million(ECB) as at March 31, 2025 ( March 31, 2024 Nil) (ECB)) which carries interest @ 6 month SOFAR plus 195 bps. The loan is repayable after 3 years from the date of its origination, viz., September 30 , 2024.The loans are secured against the first pari passu charge on current assets, book debts and receivables including gold loans & advances of the Company.
Page 372
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 340 6) Foreign currency loan: . `1,983.40 million(ECB) as at March 31, 2025 ( March 31, 2024 Nil) (ECB)) which carries interest @ 6 month SOF AR plus 175 bps. The loan is repayable after 3 years from the date of its origination, viz., November 19, 2024. The loans are secured against the first pari passu charge on current assets, book debts and receivables including gold loans & advances of the Company. 7) For eign currency loan: `2,474.10 million(ECB) as at March 31, 2025 ( March 31, 2024 Nil) (ECB)) which carries interest @ 6 month SOFAR plus 210 bps. The loan is repayable after 3 years from the date of its origination, viz., March 17, 2024. The loans are secured against the first pari passu charge on current assets, book debts and receivables including gold loans & advances of the Company. Term loan from other parties (secured): Third party rupee t erm loan is secured where Interest payments are made monthly at 8.70 % - 8.90% pa. The loans is secured against the first pari passu charge on current assets, book debts and receivables including gold loans & advances of the Company as per the agreement. Loans repayable on demand Cash credit / Overdraft facilities from banks (secured): These loans are secured against the first pari passu charge on current assets, book debts and receivables including gold loans & advances of the Company as per the agreement. Working Capital demand loan from banks (secured): These loans ar e secured against the first pari passu charge on current assets, book debts and receivables including gold loans & advances of the Company as per the agreement. A) Indian rupee loan from banks ( secured) As at 31st March, 2025 Terms of repayment Tenure (from the date of Balance Sheet) Rate of Interest Amount Above 2 year 6.79-9.40% 27,007.46 Due within 1-2 years 6.79-9.40% 30,623.93 Due within 1 year 6.79-9.40% 51,223.59 Total 1,08,854.98 Effective interest rate adjustment (102.83) Interest Accrued but not due 19.44 Net Amount 1,08,771.59 Asirvad Micro Finance Limited Tenure (from the date of Balance Sheet) Rate of Interest Amount Above 2 year 11%-13.5% 240.00 Above 2 year 7%-11% 2,935.87 Due within 1-2 years 7%-11% 14,499.75 Due within 1-2 years 11%-13.5% 240.00 Due within 1 year 11%-13.5% 1,174.92 Due within 1 year 7%-11% 39,713.88 Total 58,804.42 Effective interest rate adjustment (135.00) Interest accrued but not due 72.55 Net Amount Total (B) 58,741.97
Page 373
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 341 Manappuram Home Finance Limited Tenure (from the date of Balance Sheet) Rate of Interest Amount More than 5 years 9.25% - 10.60% 3,396.62 Due within 2-5 years 9.25% - 10.60% 6,344.61 Due within 1-2 years 9.25% - 10.60% 2,892.20 Due within 1 year 9.25% - 10.60% 2,849.78 Interest accrued and due on borrowings - Effective interest rate adjustment (84.39) Net Amount Total (C) 15,398.83 TOTAL (A+B+C) 1,82,912.38 As at 31st March, 2024 Terms of repayment Manappuram Financ e Limited Tenure (from the date of Balance Sheet) Rate of Interest Amount Above 2 year 6.50 - 9.75% 57,598.85 Due within 1-2 years 6.50 - 9.75% 25,317.20 Due within 1 year 6.50 - 9.75% 5,200.05 Total 88,116.10 Effective interest rate adjustment (99.30) Interest accrued but not due 12.43 Net Amount Total (A) 88,029.23 Asirvad Micro Finance Limited Tenure (from the date of Balance Sheet) Rate of Interest Amount Above 2 year 5%-13.5% 7,764.99 Due within 1-2 years 7%-13.5% 24,838.75 Due within 1 year 7%-13.5% 47,430.26 Total 80,034.00 Effective interest rate adjustment (259.91) Interest accrued but not due 101.99 Net Amount Total (B) 79,876.08 Manappuram Home Finance Limited Tenure (from the date of Balance Sheet) Rate of Interest Amount More than 5 years 8.00% - 10.25% 3,059.98 Due within 2-5 years 8.00% - 10.25% 5,096.21 Due within 1-2 years 8.00% - 10.25% 2,009.65 Due within 1 year 8.00% - 10.25% 1,855.48 Effective interest rate adjustment - Interest accrued and due on borrowings (67.59) Net Amount Total (C) 11,953.73 TOTAL (A+B+C) 1,79,859.06
Page 374
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 342 B) Indian rupee loan from other parties (secured) As at 31st March, 2025 Terms of repayment Manappuram Financ e Limited Tenure (from the date of Balance Sheet) Rate of Interest Amount Above 2 year 8.70 - 8.90% 666.67 Due within 1-2 years 8.70 - 8.90% 837.50 Due within One year 8.70 - 8.90% 850.00 Total 2,354.17 Effective interest rate adjustment (2.46) Interest Accrued but not due 9.22 Net Amount 2,360.92 Asirvad Micro Finance Limited Tenure (from the date of Balance Sheet) Rate of Interest Amount Above 2 year 9%-11% 222.30 Due within 1-2 years 9%-11% 511.06 Due within One year 9%-11% 1,276.55 Total 2,009.91 Effective interest rate adjustment (13.68) Interest accrued but not due 6.36 Revaluation Adjustment 103.33 Net Amount Total (B) 2,105.93 TOTAL (A+B) 4,466.85 As at 31st March, 2024 Terms of repayment Manappuram Financ e Limited Tenure (from the date of Balance Sheet) Rate of Interest Amount Above 2 year 6.75 -10.75% 3,097.50 Due within 1-2 years 6.75 -10.75% 416.66 Due within One year Total 3,514.17 Effective interest rate adjustment (1.80) Interest accrued but not due 48.48 Net Amount Total (A) 3,560.85 Asirvad Micro Finance Limited Tenure (from the date of Balance Sheet) Rate of Interest Amount Above 2 year 9%-11% 667.22 Due within 1-2 years 9%-11% 1,026.53 Due within One year 9%-13.5% 1,872.52 Total 3,566.26 Effective interest rate adjustment (25.48) Interest accrued but not due 9.61 Revaluation Adjustment 111.29 Net Amount Total (B) 3,661.67 TOTAL (A+B) 7,222.52
Page 375
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 343 C) Indian rupee loan from other s (Unsecured) As at 31st March, 2025 Terms of repayment Manappuram Financ e Limited Tenure (from the date of Balance Sheet) Rate of Interest Amount Due within one year Nil - Interest Accrued but not due - Total - Asirvad Micro Finance Limited Tenure (from the date of Balance Sheet) Rate of Interest Amount Due within one year Nil - Effective interest rate adjustment - Interest Accrued but not due/Effective interest rate adjustment - Total (B) - Grand Total (A+B) - As at 31st March, 2024 Terms of repayment Manappuram Financ e Limited Tenure (from the date of Balance Sheet) Rate of Interest Amount Due within one year Nil - Interest Accrued but not due - Total - Asirvad Micro Finance Limited Tenure (from the date of Balance Sheet) Rate of Interest Amount Due within one year 9%-11% 200.00 Interest Accrued but not due/Effective interest rate adjustment (0.29) Total (B) 199.71 Grand Total (A+B) 199.71 Note 23: Deposits Particulars As at 31st March, 2025 As at 31st March, 2024 At amortised cost: Deposits - Fr om others - 0.70 Total - 0.70
Page 376
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 344 Note 24: Subordinated liabilities Particulars As at 31st March, 2025 As at 31st March, 2024 At amortised cost: Redeemable non-convertible debentures (Unsecured) - Subordinated debt 4,848.77 4,864.63 Total 4,848.77 4,864.63 Subordinated liabilities in India 4,848.77 4,864.63 Subordinated liabilities outside India - - Total 4,848.77 4,864.63 Redeemable Non-Convertible Debentures (Unsecured) have a face value of ` 10,00,000/- each. Details of rate of interest and maturity pattern from the date of the balance sheet is as under: As at 31st March, 2025 Redeemable at par within Rate of interest < 12% >= 12% < 14% > =14%<=15% Total Number Amount Number Amount Number Amount Number Amount Due above 5 years 1 1,000 - - - - 1 1,000.00 Due within 4-5 years - - - - - - - - Due within 3-4 years 3 1,750 - - - - 3 1,750.00 Due within 2-3 years 1 1,000 2 1,050 - - 3 2,050.00 Due within 1-2 years - - - - - - - - Due within 1 year - - - - - - - - Grand Total 5.00 3,750.00 2.00 1,050.00 - - 7.00 4,800.00 Effective Interest Rate Adjustment - (103.35) - (6.52) - - - (109.87) Interest accrued but not due - 158.64 - - - - - 158.64 Net Total 5.00 3,805.29 2.00 1,043.48 - - 7.00 4,848.77 As at 31st March, 2024 Redeemable at par within Rate of interest < 12% >= 12% < 14% > =14%<=15% Total Number Amount Number Amount Number Amount Number Amount Due above 5 years 1 1,000 - - - - 1 1,000.00 Due within 4-5 years 3 1,750.00 - - - - 3 1,750.00 Due within 3-4 years - - 2 1,050.00 - - 2 1,050.00 Due within 2-3 years 1 1,000.00 - - - - 1 1,000.00 Due within 1-2 years - - - - - - - - Due within 1 year - - - - - - - - Gr and Total 5.00 3,750.00 2.00 1,050.00 - - 7.00 4,800.00 Effective Interest Rate Adjustment - (123.99) - (8.34) - - - (132.33) Interest accrued but not due - 184.20 - 12.76 - - - 196.96 Net Total 5.00 3,810.21 2.00 1,054.42 - - 7.00 4,864.63
Page 377
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 345 Note 25: Other financial liabilities Particulars As at 31st March, 2025 As at 31st March, 2024 Investor Education and Protection Fund shall be credited by following amounts - Unclaimed matured non-c onvertible debenture* 13.96 16.03 - Unclaimed dividend 27.25 25. 73 - Unclaimed matured subor dinate bonds and interest accrued thereon 5.39 5.79 Security deposits 687.97 604.71 Payable to customers (Auction surplus refundable) 29.41 162.16 Interest payable on securitization 1,034.23 873.14 Employee related payables 1,093.14 1,077.09 Other financial liabilities 1,151.87 1,650.32 Total 4,043.22 4,414.97 * Includes interest on unpaid (Unclaimed) debentures and `0.184 Mn as on 31st March 2025 pertaining to one of the subsidiary is shown under Note 21 Note 26: Provisions Particulars As at 31st March, 2025 As at 31st March, 2024 a) Pro vision for Employee benefits - Gr atuity 360.47 240.04 - Pro vision for compensated absences 261.82 288.51 b) Others - T axation 2.95 4.23 - Loan c ommitments 6.50 2.62 - Pro vision for other assets* 37.66 41.21 - Litigation 12 4.53 147.50 - Pro vision for expenes 10.38 0.67 Total 804.32 724.78 *The Company has recognised provision amounting to `37.66 Mn (31 March 2024 - ` 41.21 Mn) towards assets which are doubtful of recovery. The provision is based on management estimates and past recovery trends. Movement of provisions other than employee benefits during the year The movement in provisions during 2024-25 and 2023-24 is as follows: Particulars Litigation Other Assets Total At 31 March 2023 131.09 92.64 223.73 Provided /(reversed) during the year 16.41 (51.43) (35.02) At 31 March 2024 147.50 41.21 188.71 Provided /(reversed) during the year (22.97) (3.55) (26.51) At 31 March 2025 124.53 37.66 162.20 Litigation: Litigation provisions arise out of current or potential claims or pursuits alleging non-compliance with contractual or other legal or regulatory responsibilities, which have resulted or may arise in claims from customers, counterparties or other parties in civil litigations.
Page 378
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 346 Note 26: Provisions (Contd.) Loan commitment An analysis of changes in the gross carrying amount and the corresponding ECL allowances in relation to Undisbursed loans is as follows: Particulars FY 2024-25 FY 2023-24 Stage 1 Stage 2 Stage 3 Total Stage 1 Stage 2 Stage 3 Total Gross carrying amount opening balance 4,945.47 14.17 - 4,959.65 3,171.56 - - 3,171.56 New assets originated or purchased 3,972.21 32.72 - 4,004.94 2,245.47 14.17 - 2,259.65 Assets derecognised or repaid (excluding write offs) (945.47) (14.17) - (959.65) (471.56) - - (471.56) Transfers to Stage 1 - - - - - - - - Transfers to Stage 2 - - - - - - - - Transfers to Stage 3 - - - - - - - - Changes to contractual cash flows due to modifications not resulting in derecognition - - - - - - - - Amounts written off - - - - - - - - Gross carrying amount closing balance 7,972.21 32.72 - 8,004.94 4,945.47 14.17 - 4,959.65 Reconciliation of ECL balance is given below: Particulars FY 2024-25 FY 2023-24 Stage 1 Stage 2 Stage 3 Total Stage 1 Stage 2 Stage 3 Total ECL allowance - opening balance 2.33 0.29 - 2.62 1.97 0.12 - 2.09 New assets originated or purchased 5.16 0.57 - 5.72 1.55 0.29 - 1.84 Assets derecognised or repaid (excluding write offs) (1.55) (0.29) - (1.84) (1.19) (0.12) - (1.31) Transfers to Stage 1 - - - - - - - - Transfers to Stage 2 - - - - - - - - Transfers to Stage 3 - - - - - - - - Impact on year end ECL of exposures transferred between stages during the year - - - - - - - - Changes to contractual cash flows due to modifications not resulting in derecognition - - - - - - - - Amounts written off - - - - - - - - ECL allowance - closing balance 5.93 0.57 - 6.50 2.33 0.29 - 2.62 Note 27: Other Non-financial liabilities Particulars As at 31st March, 2025 As at 31st March, 2024 Statutory dues payable 436.45 463.68 Other non-financial liabilities 303.18 1,688.16 Total 739.63 2,151.84
Page 379
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 347 Note 28: Equity share capital The reconciliation of equity shares outstanding at the beginning and at the end of the year Particulars As at 31st March, 2025 As at 31st March, 2024 Authorised 98,00,00,000 (31 March 2024: 98,00,00,000) equity shares of ` 2/- each 1,960.00 1,960.00 4,00,000 (31 March 2024: 4,00,000) preference shares of ` 100/- each 40.00 40.00 Total Authorised 2,000.00 2,000.00 Issued and Subscribed Share Capital 84,64,34,729 (31 March 2024:84,64,34,729 ) equity shares of ` 2/- each 1,692.87 1,692.87 Fully paid up 84,64,34,729 (31 March 2024:84,64,34,729 ) equity shares of ` 2/- each fully paid up 1,692.87 1,692.87 Total Issued, subscribed and fully paid up 1,692.87 1,692.87 (a) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the year Particulars No. of Shares ` in Mn As at 01 April 2023 84,63,94,729 1,692.79 Issued during the year - ESOP (refer note 41) 40,000 0.08 As at 31 March 2024 84,64,34,729 1,692.87 Issued during the year - ESOP (refer note 41) - - As at 31 March 2025 84,64,34,729 1,692.87 (b) Terms/ rights attached to equity shares The Company has only one class of equity shares having a par value of ` 2/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. During the year ended 31 March 2025, the amount of per share dividend recognized as distributions to equity shareholders was `4/- per share (31 March 2024: ` 3.30/- per share). In the ev ent of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. ( c) Details of shar eholders holding more than 5% shares in the Company Particulars 31st March, 2025 31st March, 2024 No. of Shares % holding in the class No. of Shares % holding in the class Mr. V.P. Nandakumar 24,59,04,221 29.05 24,54,54,221 29.00 Ms. Sushama Nandakumar 4,80,01,078 5.67 4,80,01,078 5.67 Smallcap World Fund, Inc 5,18,93,302 6.13 - 0.00 As per the r ecords of the Company, including its register of shareholders / members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.
Page 380
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 348 (d) Shareholding and change in shareholding percentages of promoters Promoter* Details of shares as at 31-03-2025 Details of shares as at 31-03-2024 % change during the year** No of shares % of total share No of shares % of total share V.P.Nandakumar 24,59,04,221 29.05% 24,54,54,221 29.00% 0.18% Sooraj Nandan 3,674 0.00% 3,674 0.00% 0.00% Sushama Nandakumar 4,80,01,078 5.67% 4,80,01,078 5.67% 0.00% Suhas Nandan 17,051 0.00% 17,051 0.00% 0.00% Jyoti Prasannan 44,74,990 0.53% 44,74,990 0.53% 0.00% *Promoter means promoter as defined as per Companies Act,2013 **Perc entage change shall be computed with respect to the number at the beginning of the year (e) Aggregate number of shares issued for consideration other than cash during the period of five years immediately preceding the r eporting date: The Company has issued 14,41,604 equity shares (31 March 2024: 36,24,872) during the period of five years immediately preceding the reporting date on exercise of options granted under the employee stock option plan (ESOP) wherein part consideration was received in the form of employee services. For details of shares reserved for issue under the employee stock option (ESOP) plan of the Company, refer note 41 (f) The primary objectives of the Company’s capital management policy are to ensure that the Company complies with externally imposed capital requirements and maintains strong credit ratings and healthy capital ratios in order to support its business and to maximise shareholder value. No changes have been made to the objectives, policies and processes from the previous years. However, they are under constant review by the Board. Note 29: Other equity Securities premium At 1 April 2023 14,155.57 Add: Additions on ESOPs exercised (1,335.22) Add: Share Premium Received During the year 1,380.17 Less: Share issue expenses - At 31 March 2024 14,200.51 Add: Additions on ESOPs exercised - Add: Share Premium Received During the year - Less: Share issue expenses (8.82) At 31 March 2025 14,191.69 Share option outstanding account At 1 April 2023 136.30 Add: Other Additions/ Deductions during the year 1.69 Options Lapsed during the year (133.31) Add: Share Premium Received During the year (4.52) At 31 March 2024 0.16 Add: Other Additions/ Deductions during the year - Options Lapsed during the year - At 31 March 2025 0.16
Page 381
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 349 Statutory reserve u/s 45-IC of the RBI Act, 1934 and u/s 29C of NHB Act, 1987 At 1 April 2023 21,229.42 Add: Transfer from surplus balance in the Statement of Profit and Loss 4,271.96 At 31 March 2024 25,501.38 Add: Transfer from surplus balance in the Statement of Profit and Loss 3,612.09 Add: Other Additions/ Deductions during the year 31.50 At 31 March 2025 29,144.97 General reserve At 1 April 2023 3,627.02 Add: Other Additions/ Deductions during the year 10.57 Add:Options Lapsed during the year 133.31 At 31 March 2024 3,770.90 Add: Other Additions/ Deductions during the year (0.43) Add:Options Lapsed during the year - At 31 March 2025 3,770.47 Hedging reserve At 1 April 2023 5.41 Add/(Less): Effect of foreign exchange rate variations in Hedging instruments - At 31 March 2024 5.41 Less: Transfer to Retained Earnings (5.41) Add/(Less): Effect of foreign exchange rate variations in Hedging instruments - At 31 March 2025 - Retained earnings At 1 April 2023 55,160.95 Add: Profit for the year 22,049.99 Add/Less: Appropriations - Transfer to/(from) Impairment reserve - Interim dividend on equity shares including tax thereon (2,943.18) Transfer to Statutory Reserve (4,271.96) Loss on acquisition - Movements during the year - At 31 March 2024 69,995.80 Add: Profit for the year 12,175.06 Add/Less: Appropriations - Add: Transfer from Hedge Reserve 5.41 Transfer to/(from) Impairment reserve - Interim dividend on equity shares including tax thereon (3,385.73) Transfer to Statutory Reserve (3,612.09) Share issue expenses (7.50) Movements during the year - At 31 March 2025 75,170.95
Page 382
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 350 Other comprehensive income - Remeasurement of Gain/ (Loss On Defined Benefit Plan At 1 April 2023 (64.50) Movements during the year (70.09) At 31 March 2024 (134.59) Movements during the year (37.39) Add: Other Additions/ Deductions during the year (0.39) At 31 March 2025 (172.37) Other comprehensive income - Effective portion of cash flow hedges At 1 April 2023 0.94 Movements during the year (81.54) At 31 March 2024 (80.60) Movements during the year 17.58 At 31 March 2025 (63.02) Other comprehensive income - Investments held as FVTOCI At 1 April 2023 - Movements during the year 24.18 At 31 March 2024 24.18 Movements during the year 56.96 At 31 March 2025 81.14 Share application money pending allotment At 1 April 2023 - Movements during the year - At 31 March 2024 - Movements during the year - At 31 March 2025 - Capital redemption reserve At 1 April 2023 50.00 Add: Other Additions/ Deductions during the year - At 31 March 2024 50.00 Add: Other Additions/ Deductions during the year - At 31 March 2025 50.00 Capital reserve At 1 April 2023 2.91 Add: Other Additions/ Deductions during the year - At 31 March 2024 2.91 Add: Other Additions/ Deductions during the year - At 31 March 2025 2.91
Page 383
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 351 Impairment Reserve At 1 April 2023 452.08 Add: Other Additions/ Deductions during the year - At 31 March 2024 452.08 Add: Other Additions/ Deductions during the year - At 31 March 2025 452.08 Total other equity At 31 March 2024 1,13,788.15 At 31 March 2025 1,22,628.99 Nature and purpose of Reserves a) Securities premium: Securities premium reserve is used to record the premium on issue of shares i.e excess of face value over issue price. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013. b) Share option outstanding ac count (ESOP reserve): The share-based payment reserve is used to recognise the value of equity-settled share-based payments provided to employees, including key management personnel, as part of their remuneration. Refer to Note 37 for further details of these plans. c) Statutory r eserve (Statutory Reserve pursuant to Section 45-IC of The RBI Act, 1934): Section 45IC of Reserv e Bank of India Act, 1934 (“RBI Act, 1934”) defines that every non banking finance institution which is a Company shall create a reserve fund and transfer therein a sum not less than twenty percent of its net profit every year as disclosed in the statement of profit and loss before any dividend is declared. The Company has transferred an amount of `566.54 Mn (2023-24 ` 4232.16 Mn) to Statutory reserve pursuant to Section 45-IC of RBI Act, 1934. Statutory r eserve (Pursuant to section 29C of the NHB Act, 1987 & Section 36(1)(viii) of Income Tax Act, 1961): Section 29C (i) of The National Housing Bank Act, 1987 defines that every housing finance institution which is a Company shall create a reserve fund and transfer therein a sum not less than twenty percent of its net profit every year as disclosed in the statement of profit and loss before any dividend is declared. For this purpose any special reserve created by the Company under Section 36(1) (viii) of Income tax Act 1961, is considered to be an eligible transfer. The Company has transferred an amount of `45.56 Mn (2023-24 `39.80 Mn) to special reserve in terms of Section 36(1) (viii) of the Income Tax Act 1961 considered eligible for special reserve u/s 29C of NHB Act 1987. d) Gener al reserve: Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable results for that year. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific requirements of Companies Act, 2013. e) Hedge reserve: The Company uses hedging instruments as part of its management of foreign currency risk and interest rate risk associated on borrowings as described within note 49. For hedging foreign currency and interest rate risk, the Company uses foreign currency forward contracts, cross currency swaps, foreign currency option contracts and interest rate swaps. To the extent these hedges are effective, the change in fair value of the hedging instrument is recognised in the hedge reserve. Amounts recognised in the hedge reserve is reclassified to the statement of profit or loss when the hedged item affects profit or loss (e.g. interest payments). f) R etained earning: Retained earnings are the profits that the Group has earned till date, less any transfers to statutory reserve, general reserve and dividend distributed to shareholders
Page 384
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 352 g) Other comprehensive income: Other items of other comprehensive income consist of re-measurement of net defined benefit liability/ asset and fair value changes on derivatives designated as cash flow hedge and Investments held as FVTOCI h) Share application money pending allotment: The amount received on the application for equity shares of the Company on which allotment is not yet made, to the extent not refundable. i) Capital r edemption reserve: In accordance with Section 69 of the Companies Act, 2013, the Company creates capital redemption reserve equal to the nominal value of the shares bought back as an appropriation from general reserve. j) Capital R eserve: The Company creates the Capital reserve to be used for future expenses or to offset any capital losses k) Impairment Reserve: The NBFCs will have to compute two types of provisions or loss estimations, ECL as per Ind AS 109 & its internal ECL model and parallelly provisions as per the RBI prudential norms. A comparison between the two is required to be disclosed by the NBFC in the annual financial statements. Where the ECL computed as per the ECL methodology is lower than the provisions computed as per the IRAC norms, then the difference between the two should be parked in “Impairment Reserve”. Allocation to Impairment Reserve should be made out of Retained earnings and there are certain restrictions towards utilization of this reserve amount. l) Debenture r edemption reserve: (1) Pursuant t o Section 71 of the Companies Act, 2013 and circular 04/2013, read with notification issued date June 19, 2016 issued by Ministry of Corporate Affairs, the Company is required before 30th day of April of each year to deposit or invest, as the case may be, a sum which shall not be less than 15% of the amount of its debenture issued through public issue maturing within one year from the balance sheet date. (2) Pursuant t o notification issued by Ministry of Corporate Affairs on 16th 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 amend the Companies (Share Capital and Debentures) Rules, 2014. In the principal rul es, 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. Note 30 (i) : Revenue from operations Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 On financial assets measured at amortised cost: Interest on loans - Gold l oans 53,799.26 46,007.48 - Home loans 2, 050.25 1,622.40 - Commercial vehicles 8,454.55 5,698.63 - Onl ending 1,012.48 1,187.68 - Microfinanc e loans 22,634.99 22,685.51 - Other s 7,072.07 6,318.29 Interest income from investments 326.74 239.14 Interest on deposits with banks 2,135.82 1,124.26 Other Interest Income - Inter est on Security Deposit 15.23 1.88 - Penal Char ge Collected 155.06 - Total 97,656.45 84,885.27
Page 385
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 353 Note 30 (ii): Fees and commission income Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 Foreign exchange commission 0.12 0.11 Money transfer commission 18.70 29.88 Brokerage and commission 702.91 1,041.21 Fee received for IT services (2.45) 4.69 Total 719.28 1,075.89 Note 30 (iii): Net gain/(loss) on fair value changes Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 A) Net Gain / (Loss ) on financial instruments at fair value through profit or loss i) On trading portf olio - In vestments - - - Deriv atives - - ii) On financial Instuments designat ed at fair value through profit or loss B) Other s - Inv estments in shares (7.36) 0.01 Total Net Gain/ (Loss) on fair value changes (A) (7.36) 0.01 Fair value changes: - Realised - - - Unr ealised (7.36) 0.01 Total Net Gain/ (Loss) fair value changes (B) (7.36) 0.01 Note 30 (iv): Net gain/(loss) on derecognition of financial instruments Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 Net gain/(Loss) on derecognition of financial instruments 1,233.60 1,832.22 Total 1,233.60 1,832.22 Note 30(v): Dividend income Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 Dividend income 1.25 - Total 1.25 - Note 30(vi): Other operating income Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 Bad debt recovered 176.33 437.55 Foreclosure charges 40.11 28.13 Sale of IT Products 197.37 185.23 Fee received for Non IT services 11.41 11.96 Others 38.49 23.85 Total 463.71 686.72
Page 386
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 354 Note 31: Other income Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 Net gain on derecognition of property, plant and equipment 9.80 5.85 Net gain on sale of current investment in mutual fund 3.08 - Provisions no longer required written back - 2.90 Others 329.01 712.03 Total 341.89 720.78 Note 32: Finance costs Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 On financial liabilities measured at amortised cost: Interest on debt securities 7,320.94 5,725.17 Interest on borrowings 26,699.06 21,663.23 Other interest expense 408.03 336.51 Other borrowing costs 325.16 255.78 Finance cost on lease liability 656.09 676.41 Total 35,409.28 28,657.10 Note 33: Fees and commission expense Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 On financial liabilities measured at amortised cost: Commission paid 811.15 505.51 Total 811.15 505.51 Note 34: Impairment on financial instruments The below table show impairment loss on financial instruments charges to statement of profit and loss based on category of financial instrument. Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 On financial instruments measured at amortised cost: Loans 19,139.05 5,514.49 Investments 482.76 209.82 Others - Other Assets 1. 67 57.97 - Undrawn Commitments 4. 66 1.07 Total 19,628.14 5,783.35
Page 387
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 355 The table below shows the ECL charges on financial instruments for the year recorded in the statement of profit and loss based on evaluation stage: Year ended 31 March 2025 Particulars General Approach Simplified Approach Total Stage 1 Collective Stage 2 Collective Stage 3 Collective Loans 719.07 887.00 17,532.98 - 19,139.05 Investments - - - 482.76 482.76 Others - Undrawn c ommitments 4.66 - - - 4.66 - Other assets (1.95) - - 3.62 1.67 Total impairment loss 721.78 887.00 17,532.98 486.38 19,628.14 Year ended 31 March 2024 Particulars General Approach Simplified Approach Total Stage 1 Collective Stage 2 Collective Stage 3 Collective Loans 362.59 (17.76) 5,169.66 - 5,514.49 Investments - - - 209.82 209.82 Others - Undrawn c ommitments 1.07 - - - 1.07 - Other assets - - - 57.97 57.97 Total impairment loss 363.66 (17.76) 5,169.66 267.79 5,783.35 Note 35: Employee benefits expenses Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 Salaries and wages 16,840.69 14,617.46 Contribution to provident and other funds 1,542.05 1,359.84 Share based payments to employees - 0.06 Staff welfare expenses 35.16 (4.14) Total 18,417.90 15,973.22 Note 36: Depreciation and amortisation Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 Depreciation of tangible assets 1,186.39 997.45 Amortization of intangible assets 155.66 152.57 Depreciation on right of use assets 1,331.69 1,314.44 Total 2,673.74 2,464.46
Page 388
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 356 Note 37: Other expenses Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 Rent (Refer Note 45 C) 489.10 328.61 Energy costs 328.45 315.13 Repairs and maintenance 353.30 434.42 Rates and taxes 120.21 111.63 Printing and stationery 217.83 223.05 Travelling and conveyance 1,238.00 1,035.05 Advertising and publicity 940.10 829.92 Directors' fees, allowances and expenses 109.58 47.72 Payment to auditors (Refer note (i) below) 31.04 22.71 Insurance 218.26 322.91 Communication expenses 447.52 419.95 Legal and professional charges 601.91 484.80 Corporate social responsibility expenses (Refer note (ii) below) 465.64 415.06 Other expenditure 471.09 555.01 IT support 438.92 391.29 Software Costs 283.70 220.24 Security charges 57.66 64.57 Total 6,812.31 6,222.07 Note (i) Payment to auditors Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 As auditors: Audit Fees 23.39 21.39 Other Services 7.65 1.32 Total 31.04 22.71 Note (ii) Details of CSR expenditure Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 a) Gross amount r equired to be spent by the group during the year 460.46 472.16 Paid Yet to be paid Total b) Amount spent during the year ended on 31 Mar ch 2025 i) Construction/ac quisition of assets 79.13 - 79.13 ii) On purpose other than (i) abo ve 376.26 10.25 386.51 Paid Yet to be paid Total c) Amount spent during the year ended on 31st March, 2024 i) Construction/ac quisition of assets - - - ii) On purpose other than (i) abo ve 472.16 - 472.16
Page 389
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 357 For the year ended 31st March, 2025 For the year ended 31st March, 2024 d) CSR amount Unspent f or the financial year Amount T ransfer to Unspent CSR amount - - FY 2021- 22 - 76.55 FY 2022 -23 - 17 .20 FY 2023- 24 - - FY 202 4-25 10.25 - Total 10.25 93.75 Current Year 2024-25 In case of S. 135(5) Excess amount spent Opening Balance Amount required to be spent during the year Amount spent during the year Closing Balance - 460.46 465.64 5.19 In case of S. 135(6) (Ongoing Project) (to be given year-wise) Opening Balance Amount required to be spent during the year Amount spent during the year Closing Balance With Company In Separate CSR Unspent A/c From Company’s Bank A/c From Separate CSR Unspent A/c With Company In Separate CSR Unspent A/c - 10.25 - - - - 10.25 Previous Year 2023-24 In case of S. 135(5) Excess amount spent Opening Balance Amount required to be spent during the year Amount spent during the year Closing Balance - - - - In case of S. 135(6) (Ongoing Project) (to be given year-wise) Opening Balance Amount required to be spent during the year Amount spent during the year Closing Balance With Company In Separate CSR Unspent A/c From Company’s Bank A/c From Separate CSR Unspent A/c With Company In Separate CSR Unspent A/c - FY 2022-23- ` 13.14 Million 13.14 - 13.14 - - - FY 2021-22- ` 43.96 Million 43.96 - 43.96 - - Reason for shortfall in CSR expenditure: The amount remains unspent is pertaining to the ongoing projects and the same have been transferred to CSR unspent account. There were procedural delays in getting permission from statutory authorities to complete the projects which lead to extend the projects more than one year. The amount so transferred will be spend with in a period of 3 years. Nature of CSR expenditure: CSR projects of the Group are focused on i) Promotion of quality education ii) Promotion of healthcare/preventive healthcare
Page 390
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 358 iii) Rural development projects measures for reducing inequalities faced by socially and economically backward group iv ) Eradicating hunger , poverty and malnutrition v) Women empo werment vi) Envir onment sustainability etc. which includes both ongoing and one year projects. Details of related party transactions with respect to CSR expenditure are showed under note 47. Note 38: Income Tax The Group has computed the tax expense of the current financial year and previous year as per the tax regime announced under section 115BAA of the income Tax Act, 1961. Accordingly, the provision for current and deferred tax has been determined at the rate of 25.17%. The components of income tax expense for the period ended 31 March 2025 and 31 March 2024 are: Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 Current tax 6,364.09 8,008.10 Adjustment in respect of current income tax of prior years 5.03 4.37 Deferred tax relating to origination and reversal of temporary differences (1,751.48) (392.24) Total tax charge 4,617.64 7,620.23 Reconciliation of Income tax expense: The tax charge shown in the statement of profit and loss differs from the tax charge that would apply if all profits had been charged at Indian corporate tax rate. Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 Profit before tax 16,656.31 29,595.18 Allowances / disallowances (Net) 278.38 (15.69) Adjusted profit / (loss) before tax for income tax 16,934.69 29,579.48 Current tax as per books (Effective rate of Tax) 4,339.26 7,635.92 - Income e xempt from tax - - - Non deductible tax e xpenses (donations, corporate social responsibility, interest late payments and penalty) (0.64) 54.54 - Income tax at diff erent rates 10.91 29.14 - Effect of deferred tax remeasurement 263.08 (103.74) - Effect of change in previous year tax - 17.26 - Current tax r elating to earlier years 5.03 (12.89) Current tax as per statement of profit and loss 4,617.64 7,620.23 All India Statutory income tax rate of 25.17% (2024 - 25.17%) 4,262.46 7,445.16
Page 391
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 359 Deferred tax The following table shows deferred tax recorded in the balance sheet and changes recorded in the income tax expense: Particulars Deferred tax assets Deferred tax liabilities Income statement gain / (charge) OCI gain / (charge) Others - Adjusted in Statement of Profit and Loss in other equity 2024-25 2024-25 2024-25 2024-25 2024-25 Provisions for litigations and compensated absences 96.03 - 2.95 - - Property, plant and equipment and Right of use asset (Net of lease liabilities) 371.83 - 24.13 - - 'Right of use asset (Net of lease liabilities) 1,376.67 (1,037.21) 20.94 - - Impairment allowance for financial assets 2,714.24 - 1,552.18 - - Remeasurement gain / (loss) on defined benefit plan 223.45 - 6.71 12.57 - Derivative instruments in cash flow hedge relationship 21.62 (2.14) 0.67 (5.91) - Debt instrument measured at amortised cost - (198.46) (46.39) - - Financial assets measured at amortised cost 135.34 (213.21) (67.60) - - Other temporary differences 76.41 (33.37) 13.15 - - Provision for fraud insurance claim receivable 52.59 - 3.48 - - Borrowings 62.56 - 38.23 - - Effective interest rate on PTC loans 3.97 - 162.85 - - Unamortised processing fess - (4.73) (3.24) - - Present value discounting of security deposit and documentation fee 126.44 - 22.10 - - Fair valuation gain on ETF 0.22 - - - - -Effect on Loss carried forward - - 27.67 - - Equity Investment held as FVOCI - (0.01) - - - Investment held as FVOCI - (12.35) - (19.16) - - (6.35) (6.35) - - Total 5,261.37 (1,507.83) (1,751.48) (12.50) - Net deferred tax asset as at 31 March 2025 3,753.54 The following table shows deferred tax recorded in the balance sheet and changes recorded in the income tax expense: Particulars Deferred tax assets Deferred tax liabilities Income statement gain / (charge) OCI gain / (charge) Others - Adjusted in Statement of Profit and Loss in other equity 2023-24 2023-24 2023-24 2023-24 2023-24 Provisions for litigations and compensated absences 93.08 - 4.18 - - Property, plant and equipment and Right of use asset (Net of lease liabilities) 317.40 - 79.55 - - 'Right of use asset (Net of lease liabilities) 1,401.80 (1,081.85) 55.58 - - Impairment allowance for financial assets 1,162.06 - 189.31 - - Remeasurement gain / (loss) on defined benefit plan 204.90 - 84.31 9.50 - Derivative instruments in cash flow hedge relationship 31.54 - - 28.88 - Debt instrument measured at amortised cost - (152.07) 7.25 - - Financial assets measured at amortised cost 151.52 (161.79) (41.50) - - Other temporary differences 65.00 (35.11) (15.73) - - Provision for fraud insurance claim receivable 49.12 - 20.88 - - Borrowings 24.33 - 15.79 - - Effective interest rate on PTC loans - (158.88) (30.13) - -
Page 392
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 360 Particulars Deferred tax assets Deferred tax liabilities Income statement gain / (charge) OCI gain / (charge) Others - Adjusted in Statement of Profit and Loss in other equity 2023-24 2023-24 2023-24 2023-24 2023-24 Cash flow hedge reserve - (6.14) - 10.36 - Unamortised processing fess (1.49) - (6.75) - - Present value discounting of security deposit and documentation fee 104.34 - 29.48 - - Equity Investment held as FVOCI (0.01) - 0.00 Investment held as FVOCI 6.81 - - (6.09) ESOP Contribution 0.43 - 0.02 - Total 3,610.84 (1,595.86) (392.24) 42.65 - Net deferred tax asset as at 31 March 2024 2,014.98 Reconciliation of deferred tax assets/(liabilities) Particulars As at 31st March, 2025 As at 31st March, 2024 Opening Balance 2,014.98 1,580.09 Recognised in statement of profit and loss/adjustment 1,751.48 392.24 Recognised in statement of profit and loss under OCI (12.50) 42.65 Closing Balance 3,753.54 2,014.98 Note 39: Earnings per share Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024 Net profit for calculation of basic earnings per share 12,038.67 21,974.95 Weighted average number of equity shares in calculating basic earnings per share (Nos.) 84,64,34,729 84,64,17,680 Weighted average number of equity shares in calculating diluted earnings per share (Nos.) 84,64,34,729 84,64,17,680 Basic earnings per share (`) 14.22 25.96 Diluted earnings per share (`) 14.22 25.96 Note 40: Investment in subsidiaries The consolidated financial statements include the financial statements of Group and its subsidiaries. Group does not have any joint ventures or associates. Manappuram Finance Limited is the ultimate parent of the Group. Subsidiaries of the Group are: Name of subsidiary Country of incorporation % equity interest % equity interest 31 March 2025 31 March 2024 Manappuram Home Finance Limited India 100.00% 100.00% Manappuram Insurance Brokers Limited India 100.00% 100.00% Asirvad Micro Finance Limited India 97.60% 97.60% Manappuram Comptech and Consultants Limited India 99.81% 99.81%
Page 393
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 361 Asirvad Micro Finance Limited is the only significant subsidiary of Group that has a non-controlling interest (31 March 2025: 2.40%, 31 March 2024: 2.40%). The following table summarises key information relevant to Asirvad Micro Finance Limited: Particulars 31st March, 2025 31st March, 2024 Loans to customers and staff 70,160.92 1,02,968.78 Other assets 17,518.52 22,136.01 Trade payables 281.31 212.15 Other liabilities 72,250.55 1,03,401.64 Net assets 15,147.58 21,490.99 Accumulated non-controlling interests of the subsidiary 363.54 515.78 Net interest margin 15,646.10 15,666.75 Profit after tax (6,387.17) 4,583.05 Profit allocated to non-controlling interest (153.29) 109.99 Dividends paid to non-controlling interests - - Note 41: Employee Stock Option Scheme (ESOS) Employee Stock Option Scheme (ESOS), 2016 The details of the Employee Stock Option Scheme 2016 are as under: Date of share holders’ approval 05 July 2016 Number of options approved 2,52,36,214 Date of grant 08 August 2016 Method of Accounting The Holding Company has used the fair value method to account for the compensation cost of stock options to employees. The fair value of options used are estimated on the date of grant using the Black Scholes Model. The key assumptions used in Black Scholes Model for calculating fair value as on the date of grant are: (Rf ) Interest Rate Expected Life Dividend Yield Expected Volatility 7.03% to 7.25% 3 to 5 years 2.95% 49.68%-55.38% Date of In principle Approval In principle approval of the BSE was obtained on 20 December 2016 and NSE on 28 December 2016. Number of options granted 1,37,50,466 Method of settlement Equity Graded Vesting Graded vesting shall happen in a graded basis in three tranches over a period of three years. a) The first tr anche of 30% shall be vested when a period of 12 months would expire from the Date of grant; b) The second tr anche of 30% shall be vested when a period of 24 months would expire from the Date of grant; c) The third tr anche of 40% shall be vested when a period of 36 months would expire from the Date of grant. Exercisable period The vested options shall be allowed for exercise on and from the date of vesting. The vested options need to be exercised with in a period of one year and 30 days from the date of vesting of the respective tranche through the exercise window to apply for ESOS shares against options vested with the eligible employee in pursuance of the scheme. However, the eligible employee has a right to exercise the options vested in the first tranche and second tranche on or before the expiry of the exercise period of the third tranche, utilising the exercise window which shall be a period of 30 days from the close of each half of the year counted from the date of vesting during the exercise period. Vesting conditions Options shall vest essentially based on continuation of employment and apart from that the Board or Committee may prescribe achievement of any performance condition(s) for vesting. Source of shares Primary Variation in terms of options No Variations made to the term of Scheme
Page 394
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 362 The Company has adopted ESOS 2016 as per SEBI (Share Based Employee Benefits) Regulation, 2014 and has recorded a compensation expense using the fair value method as set out in those regulations. The Group has granted 137,50,466 options at an exercise price of 86.45 on 08 August 2016 which will vest over a period of three years from the grant date (08 August 2016) and the vesting of options shall be at 30% each in the first and second year and the balance 40% in the third year from the date of grant. The summary of the movements in options is given below: Particulars 31st March, 2025 31st March, 2024 Options outstanding, beginning of year - 40,000.00 Options granted during the year - - Lapsed options restored during the year - - Options lapsed during the year - - Options exercised during the year - (40,000.00) Options unvested and outstanding at the end of the year - - Particulars 31st March, 2025 31st March, 2024 Weighted average remaining contract life of options - - Weighted average market price at the exercise date - 152.95 Particulars Vesting I Vesting II Vesting III 8th August, 2017 30% 8th August, 2018 30% 8th August, 2019 40% Fair value per vest (`) 26.11 30.61 34.29 Risk-free interest rate (%) 7.03 7.15 7.25 Expected life 3 years 4 years 5 years Expected volatility (%) 49.68 52.66 55.38 Expected dividend yield (%) 2.95 2.95 2.95 Share price on the date of grant (face value of ` 10/-) 86.45 86.45 86.45 The expected volatility of the stock has been determined based on historical volatility of the stock. The period over which volatility has been considered is the expected life of the option. Asirvad Micro Finance Limited Employee Stock Option Scheme (ESOS), 2019 The details of the Employee Stock Option Scheme 2019 are as under: Date of share holders’ approval February 2, 2019 Number of options approved 8,30,000 Date of grant July 1, 2019 Number of options granted 8,30,000 Method of settlement Equity Graded Vesting 30% after two years from the date of grant i.e. July 1, 2021 and 35% after three years from the date of grant i.e. July 1,2022 and the balance 35% after four year from the date of grant i.e. July 1, 2023 Exercisable period 1 year from graded vesting date Vesting conditions Continuous employment /service as on relevant date of vesting and pre-determined performance parameters, if any
Page 395
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 363 The Company has adopted the Employee Stock Option Scheme framed in accordance with the Section 62(1)(c) of the Companies Act 2013 read with Rules 12 of the Companies (Share Capital and Debenture) Rules, 2014 made thereunder. The Company has granted 8,30,000 options at an exercise price of ` 364/- on July 1,2019 which will vest over a period of four years from the grant date (30% after two years from the date of grant i.e. July 1, 2021 and 35% after three years from the date of grant i.e. July 1,2022 and the balance 35% after four years from the date of grant i.e. July 1, 2023. The exercise period commences from the date of vesting and will expire not later than one year from the date of vesting. (b) The summary of the mo vements in options is given below: Particulars 31st March 2025 31st March 2024 Options outstanding, beginning of year 17,500 64,750 Options granted during the year - - Increase on account of Bonus issue - - Lapsed options restored during the year - - Options lapsed during the year period ended - 18,375 Options lapsed during the year due to end of exercise period for tranche 17,500 28,875 Options expired during the year - - Options exercised during the year - - Options vested and Outstanding at the End of the Year - 17,500 Options outstanding at the year end comprise of : - Options eligible f or exercise at year end - 17,500 - Options not eligible f or exercise at year end - Options vested and Outstanding at the End of the Year - 17,500 (c) Pro-forma Disclosures for ESOS : In accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the compensation cost for ESOS 2019 was required to be recognised based on the fair value on the date of grant i.e. in FY 2019-20. The Company has rectified the prior period error by giving retrospective effect of ESOP expenses and tax impact in the opening reserves of FY 2022-23, thereby providing reliable and more relevant information about the Company’s financial position. The imapct of such change is as follows: Particulars increase / (decrease) As at and for the year ended March 31, 2022 ESOP expense 143.96 Deferred Tax 36.24 Earnings per share (in `) (Face value of `10 per equity share) - Basic ( 0.07) - Dil uted (0.07) Expenses recognised in the Profit and loss accounts for the year ended March 31, 2025, is ` 0.00 in Lakhs (for the year ended March 31, 2024 ` (0.64) in Lakhs) Tax impact for year March 31, 2025 is ` 0 in Lakhs (for the year ended March 31, 2024 ` (0.16) in Lakhs).
Page 396
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 364 (d) The fair value of options estimated at the date of grant using the Black-Scholes method and the assumptions used ar e as under: Grant Date 01-07-2019 Option Price Model Black Scholes Method Exercise Price 364.00 Share Price on Grant Date 239.37 Expected Volatility 0.50 Expected time to exercise shares 1 Year after Vesting i.e. last possible exercise date Risk-free rate of return 6.61% - 7.00% Dividend Yield - Fair Value of ESOP at Grant Date 63.24 - 96.7 Weighted Average Fair Value of ESOP at Grant Date 81.18 Method used to determine expected volatility The expected volatility is based on price volatility of similar NBFC Listed company. Note 42: Retirement Benefit Plan Defined Contribution Plan The Group makes Provident Fund and Employee State Insurance Scheme contributions which are defined contribution plans, for qualifying employees. Under the schemes, the Group is required to contribute a specified percentage of the payroll costs to fund the benefits. The Group recognized `1,102.26 Mn (31 March 2024: ` 976.96 Mn) for Provident Fund contributions and ` 229.54 Mn(31 March 2024: ` 211.35 Mn) for Employee State Insurance Scheme contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Group are at rates specified in the rules of the schemes. Defined Benefit Plan The Group has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with Life Insurance Corporation of India and Kotak Life Insurance. The following tables summaries the components of net benefit expense recognized in the statement of profit and loss and the funded status and amounts recognized in the balance sheet for the gratuity plan. Net employee benefit expense recognised in the statement of profit and loss Components of employer expense 31st March, 2025 31st March, 2024 Current service cost 308.77 276.48 Interest cost on benefit obligation 120.92 111.49 Past service cost 3.36 - Net interest on net defined benefit liability/ (asset) 11.72 13.38 Actuarial (Gain) / Loss 64.14 32.71 Benefits paid (214.73) (249.77) Total employer expense recognised in statement of profit and loss 294.19 184.28
Page 397
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 365 Net employee benefit expense recognised in the Other Comprehensive Income Movement in Other Comprehensive Income (OCI) 31st March, 2025 31st March, 2024 Balance at start of year (loss)/gain (132.06) (130.15) Actuarial (loss)/gain from changes in financial assumptions (50.38) (7.38) Actuarial (loss)/gain from experience over the past year (2.85) 3.19 Return on plan assets, excluding amount included in net interest on the net defined benefit liability/(asset) 12.87 2.28 Actuarial (loss) / gain from changes in demographic assumptions - - Adjustments - - Balance at end of year (loss)/gain (172.42) (132.06) Experience adjustments Particulars 31st March, 2025 31st March, 2024 Defined benefit obligation 2,007.67 1,729.20 Fair value of plan assets 1,723.40 1,488.63 Asset/(liability) recognized in the balance sheet (293.32) (207.73) Experience adjustments on plan liabilities (gain) / loss (5.50) (32.99) Experience adjustments on plan assets gain / (loss) 15.04 (12.73) Changes in the present value of the defined benefit obligation are as follows: Particulars 31st March, 2025 31st March, 2024 Opening defined benefit obligation 1,733.02 1,568.45 Transfer in/out (0.85) (6.32) Interest cost 120.92 111.47 Current service cost 308.77 276.48 Benefits paid (214.73) (249.77) Past service cost 3.36 - Actuarial (Loss)/ Gain from changes in demographic assumptions (8.09) - Actuarial loss / (gain) from changes in financial assumptions 58.57 10.20 Actuarial loss / (gain) from experience over the past year 13.66 22.51 Adjustments - Closing defined benefit obligation 2,014.63 1,733.02 Changes in the fair value of plan assets are as follows: Particulars 31st March, 2025 31st March, 2024 Opening fair value of plan assets 1,492.99 1,339.70 Transfer in/out (0.85) (6.59) Expected return 107.34 95.65 Contributions by employer 319.20 321.11 Benefits paid (214.73) (249.77) Actuarial gains / (losses) 14.66 (9.43) Interest income on Plan Assets 1.86 2.45 Return on plan assets excluding amount included in net interest on the net defined benefit liability/ (asset) 0.86 (0.13) On acquisition of Subsidiary - - Adjustments - - Closing fair value of plan assets 1,721.32 1,492.99 Expected contribution to fund to be made in the next year 210.00 250.00
Page 398
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 366 The principal assumptions used in determining gratuity obligations for the Group’s plans are shown below: A) Holding Company Manappuram Financ e Limited Particulars 31st March, 2025 31st March, 2024 Discount rate 6.40% 7.00% Salary growth rate 9.00% 9.00% Attrition rate 20.00% 20.00% Expected rate of return on assets 7.00% 7.10% B) Subsidiary Companies (i) Asirvad Micro Finance Limited Particulars 31st March, 2025 31st March, 2024 Discount rate 6.40% 6.90% Expected rate of salary increase 10.00% 10.00% Withdrawal Rate (i) belo w 35 years 35.00% 35.00% (ii) abov e 35 years 30.00% 20.00% Mortality Rate IALM (2012-14) Ultimate IALM (2012-14) Ultimate (ii) Manappuram Home Financ e Limited Particulars 31st March, 2025 31st March, 2024 Salary Escalation 8.00% 8.00% Discount rate 6.30% 6.90% Attrition rate - Managerial gr ade and above 15.00% 15.00% - Belo w managerial grade 50.00% 50.00% Mortality Rate IALM 2012-14 (Ult.) IALM 2012-14 (Ult.) Expected rate of return on assets 6.90% 7.10% (iii) Manappuram Insur ance Brokers Limited Particulars 31st March, 2025 31st March, 2024 Discount rate 6.40% 7.00% Salary increase rate 8.00% 8.00% Mortality Rate IALM 2012-14 (Ult.) IALM 2012-14 (Ult.) Expected Return on Plan Assets 7.00% 7.10% Withdrawal (rate of employee turnover) 20.00% 20.00% (iv) Manappuram Compt ech and Consultants Limited Particulars 31st March, 2025 31st March, 2024 Discount rate 6.40% 7.00% Salary growth rate 7.00% 6.00% Attrition rate 20.00% 5.00%
Page 399
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 367 Percentage Break-down of Total Plan Assets A) Holding Company Manappuram Financ e Limited Particulars 31st March, 2025 31st March, 2024 Real estate 0.00% 0.00% Derivatives 0.00% 0.00% Investment Funds with Insurance Company 99.67% 99.66% Of which, Unit Linked 0.00% 0.00% Of which, Traditional/ Non-Unit Linked 99.67% 99.66% Asset-backed securities 0.00% 0.00% Structured debt 0.00% 0.00% Cash and cash equivalents 0.33% 0.34% Total 100% 100% B) Subsidiary Companies (i) Asirvad Micro Finance Limited Particulars 31st March, 2025 31st March, 2024 Investment Funds with insurance company 100% 100% Total 100% 100% (ii) Manappuram Home Financ e Limited Particulars 31st March, 2025 31st March, 2024 Investment funds with Insurance Company 96% 95% Of which, Unit Linked 0% 0% Of which, Traditional/ Non-Unit Linked 96% 95% Total 96% 95% (iii) Manappuram Insur ance Brokers Limited Particulars 31st March, 2025 31st March, 2024 Investment Funds with insurance company 100% 100% Total 100% 100% Sensitivity Analysis A) Holding Company Manappuram Finance Limited Assumptions 31st March, 2025 31st March, 2024 Discount rate Discount rate Sensitivity Level 1% increase 1% decrease 1% increase 1% decrease Impact on defined benefit obligation [Increase/(Decrease)] (80.08) 88.56 (67.21) 74.08 Assumptions 31st March, 2025 31st March, 2024 Salary growth Rate Salary growth Rate Sensitivity Level 1% increase 1% decrease 1% increase 1% decrease Impact on defined benefit obligation [Increase/(Decrease)] 85.52 (78.95) 71.95 (66.61) Assumptions 31st March, 2025 31st March, 2024 Withdrawal Rate Withdrawal Rate Sensitivity Level 1% increase 1% decrease 1% increase 1% decrease Impact on defined benefit obligation [Increase/(Decrease)] (15.87) 17.10 11.51 (12.33)
Page 400
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 368 B) Subsidiary Companies (i) Asirvad Micro Finance Limited Assumptions 31st March, 2025 31st March, 2024 Discount rate Discount rate Sensitivity Level 0.50% increase 0.50% decrease 0.50% increase 0.50% decrease Impact on defined benefit obligation (5.54) 5.92 (5.77) 6.23 Assumptions 31st March, 2025 31st March, 2024 Future salary increases Future salary increases Sensitivity Level 0.50% increase 0.50% decrease 0.50% increase 0.50% decrease Impact on defined benefit obligation 5.67 (5.41) 5.99 (5.66) Assumptions 31st March, 2025 31st March, 2024 Withdrawal rate Withdrawal rate Sensitivity Level 0.50% increase 0.50% decrease 0.50% increase 0.50% decrease Impact on defined benefit obligation (1.97) 2.05 (1.80) 1.90 (ii) Manappuram Home Financ e Limited Assumptions 31st March, 2025 31st March, 2024 Discount rate Discount rate Sensitivity Level 1% increase 1% decrease 1% increase 1% decrease Impact on defined benefit obligation (1.84) 2.00 (1.61) 1.72 Assumptions 31st March, 2025 31st March, 2024 Future salary increases Future salary increases Sensitivity Level 1% increase 1% decrease 1% increase 1% decrease Impact on defined benefit obligation 1.95 (1.83) 1.69 (1.61) Assumptions 31st March, 2025 31st March, 2024 Withdrawal rate Withdrawal rate Sensitivity Level 1% increase 1% decrease 1% increase 1% decrease Impact on defined benefit obligation (0.39) (0.41) (0.25) 0.26 (iii) Manappuram Insur ance Brokers Limited Assumptions 31st March, 2025 31st March, 2024 Discount rate Discount rate Sensitivity Level 1% increase 1% decrease 1% increase 1% decrease Impact on defined benefit obligation (0.32) 0.35 (0.31) 0.34 Assumptions 31st March, 2025 31st March, 2024 Future salary increases Future salary increases Sensitivity Level 1% increase 1% decrease 1% increase 1% decrease Impact on defined benefit obligation 0.34 (0.32) 0.33 (0.31)
Page 401
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 369 Assumptions 31st March, 2025 31st March, 2024 Withdrawal rate Withdrawal rate Sensitivity Level 1% increase 1% decrease 1% increase 1% decrease Impact on defined benefit obligation (0.04) 0.04 (0.03) 0.03 (iv) Manappuram Compt ech and Consultants Limited Assumptions 31st March, 2025 31st March, 2024 Discount rate Discount rate Sensitivity Level 1% increase 1% decrease 1% increase 1% decrease Impact on defined benefit obligation (1.60) 1.76 (3.10) 3.59 Assumptions 31st March, 2025 31st March, 2024 Future salary increases Future salary increases Sensitivity Level 1% increase 1% decrease 1% increase 1% decrease Impact on defined benefit obligation 1.73 (1.61) 3.59 (3.15) Assumptions 31st March, 2025 31st March, 2024 Withdrawal rate Withdrawal rate Sensitivity Level 1% increase 1% decrease 1% increase 1% decrease Impact on defined benefit obligation (0.27) 0.28 (0.04) 0.09 The weighted average duration of the defined benefit obligation as at 31 March 2025 is 4 years (2024: 4 years) The fund is administered by Life Insurance Corporation of India (“LIC”) and Kotak Life Insurance. The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled. The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. The principal assumptions used in determining leave encashment obligations for the Group’s plans are shown below: A) Holding Company Manappuram Finance Limited Particulars 31st March, 2025 % 31st March, 2024 % Discount rate 7.00% 7.10% Attrition rate 20.00% 20.00% Salary escalation 9.00% 9.00% B) Subsidiary Companies (i) Asirvad Micro Finance Limited Particulars 31st March, 2025 % 31st March, 2024 % Discount rate 6.40% 6.90% Salary escalation 10% 10% Attrition Rate (i) belo w 35 years 35% 35% (ii) abov e 35 years 30% 20%
Page 402
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 370 (ii) Manappuram Home Financ e Limited Particulars 31st March, 2025 % 31st March, 2024 % Discount rate 6.30% 6.90% Attrition rate - Managerial gr ade and above 15.00% 15.00% - Belo w managerial grade 50.00% 50.00% Salary escalation 8.00% 8.00% The discount rate is based on the prevailing market yields of Government of India securities as at the balance sheet date for the estimated term of the obligations. The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors. Note 43: Maturity analysis of assets and liabilities The table below shows an analysis of assets and liabilities analysed according to when they are expected to be recovered or settled. Derivatives have been classified to mature and/or be repaid within 12 months, regardless of the actual contractual maturities of the products. With regard to loans and advances to customers, the Group uses the same basis of expected repayment behaviour as used for estimating the EIR. Issued debt reflect the contractual coupon amortisations. Particulars 31st March, 2025 31st March 2024 Within 12 months After 12 months Total Within 12 months After 12 months Total Assets Financial assets Cash and cash equivalents 30,826.88 - 30,826.88 25,417.15 - 25,417.15 Bank balance other than above 5,928.90 1,321.13 7,250.03 4,706.49 1,688.86 6,395.35 Derivative financial instruments (34.99) 447.99 413.00 - 25.45 25.45 Trade receivables - - - - - - Loans 3,31,547.62 90,967.93 4,22,515.55 3,30,353.53 79,122.14 4,09,475.67 Investments 3,181.43 4,695.91 7,877.34 54.44 7,208.93 7,263.37 Other financial assets 4,871.35 663.50 5,534.85 4,045.24 349.77 4,395.02 Non-financial Assets Current tax asset - 1,546.14 1,546.14 - 745.08 745.08 Deferred tax assets (net) - 3,753.54 3,753.54 - 2,014.98 2,014.98 Investment property - 0.86 0.86 - 0.86 0.86 Property, plant and equipment - 5,064.80 5,064.80 - 4,402.23 4,402.23 Capital work-in-progress - 114.70 114.70 - 333.46 333.46 Intangible assets under development - - 0.14 0.14 Right of use asset - 5,389.60 5,389.60 - 5,584.71 5,584.71 Goodwill - 355.65 355.65 - 355.65 355.65 Other intangible assets - 528.83 528.83 - 355.35 355.35 Other non financial assets 739.67 135.50 875.16 609.94 104.61 714.55 Total assets 3,77,060.86 1,14,986.07 4,92,046.93 3,65,186.79 1,02,292.22 4,67,479.02
Page 403
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 371 Particulars 31st March, 2025 31st March 2024 Within 12 months After 12 months Total Within 12 months After 12 months Total Liabilities Financial Liabilities Derivative financial liabilities - - - - - - Trade Payables 1,201.30 - 1,201.30 1,218.78 - 1,218.78 Debt Securities 15,021.75 47,162.98 62,184.73 24,214.95 27,585.09 51,800.04 Borrowings (other than debt security) 1,69,925.08 1,17,254.81 2,87,179.89 1,80,347.99 99,521.32 2,79,869.31 Deposits - - - 0.70 - 0.70 Subordinated Liabilities 4,848.77 - 4,848.77 4,864.63 - 4,864.63 Lease Liability 1,436.42 5,120.00 6,556.42 809.65 5,854.53 6,664.18 Other Financial liabilities 1,778.21 2,265.01 4,043.22 2,317.21 2,097.76 4,414.97 Non-financial Liabilities Current tax liabilities (net) Provisions 753.50 50.82 804.32 696.98 27.80 724.79 Other non-financial liabilities 739.63 - 739.63 2,151.84 - 2,151.84 Total Liabilities 1,95,704.66 1,71,853.62 3,67,558.29 2,16,622.74 1,35,086.49 3,51,709.23 Net 1,81,356.19 (56,867.54) 1,24,488.65 1,48,564.05 (32,794.26) 1,15,769.79 Note 44: Change in liabilities arising from financing activities Particulars As at 31st March, 2024 Cash Flows Ind AS Adjustments As at 31st March, 2025 Debt securities 51,800.04 11,602.37 (1,217.68) 62,184.73 Borrowings other than debt securities 2,79,869.31 4,053.25 3,257.33 2,87,179.89 Lease liability 6,664.18 892.46 (1,000.22) 6,556.42 Subordinated liabilities 4,864.63 (15.86) - 4,848.77 Total liabilities from financing activities 3,43,198.16 16,532.22 1,039.43 3,60,769.81 Particulars As at 31st March, 2023 Cash Flows Ind AS Adjustments As at 31st March, 2024 Debt securities 62,641.86 (10,221.75) (620.07) 51,800.04 Borrowings other than debt securities 2,18,246.50 62,036.12 (413.31) 2,79,869.31 Lease liability 6,837.31 844.50 (1,017.63) 6,664.18 Subordinated liabilities 3,940.11 924.52 - 4,864.63 Total liabilities from financing activities 2,91,665.78 53,583.39 (2,051.01) 3,43,198.16
Page 404
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 372 Note 45: Contingent liabilities, commitments and leasing arrangements (A) Contingent Liabilities Particulars As at 31st March, 2025 As at 31st March, 2024 Claims against the company not acknowledged as debt; a. In respect of Income Tax Demands where the company has filed appeal before various authorities 1,780.54 990.84 b. In respect of GST(Goods and Service Tax) where the company has filed appeal before various authorities 127.89 33.13 c. In respect of VAT(Value Added Tax) where the company has filed appeal before various authorities 53.24 44.99 d. Litigations relating t o other than regulatory autorities 2.24 - Total 1,963.91 1,068.95 Notes: (a ) Applicability of K erala Money Lenders’ Act : The Holding Company has chall enged in the Hon’ble Supreme Court the order of Hon’ble Kerala High Court upholding the applicability of Kerala Money Lenders Act to NBFCs. The Hon’ble Supreme Court has directed that a status quo on the matter shall be maintained and the matter is currently pending with the Hon’ble Supreme Court. The Company has taken legal opinion on the matter and based on such opinion the management is confident of a favourable outcome. Pending the resolution of the same, no adjustments have been made in the financial statements for the required license fee and Security deposits. (b) The Holding Company has some labour cases pending against it in various courts and with labour Commissioners of various States. The Company’s liability for these cases are not disclosed since actual liability to be provided is unascertainable. Income Tax (A.Y. 2015-16) During the FY 2017-18, Asirvad Micro Finance Limited has received an Assessment order under Section 143(3) for the AY 2015-16 with a demand of ` 1,124.50 by taxing the receipt of share premium amount received by the Company as unexplained cash credits, expense claimed towards employee stock option scheme and disallowance of depreciation under Section 32 of the Income Tax Act, 1961. The Company has filed appeals against the above with the CIT(A) and paid an amount of ` 224.90 Lakhs being 20% of the total demand and the same has been disclosed as part of Deposit under protest.Further the case is dismissed without addressing the appallants specific arguements and the Company filed appeal against ITAT and expecting a favourable outcome in this regard. Income Tax (A.Y. 2016-17) During the FY 2018-19, the Asirvad Micro Finance Limited has received an Assessment order under Section 143(3) for the AY 2016-17 with a demand of ` 1,978.91 Lakhs by taxing the receipt of share premium amount received by the Company as unexplained cash credits under Section 56(2)(viib) of the Income Tax Act, 1961. The Company has filed appeals against the above with the CITiA) and paid an amount of ` 395.78 Lakhs being 20% of the total demand and the same has been disclosed as part of Deposit under protest.Further the case is dismissed without addressing the appallants specific arguements and the Company filed appeal against ITAT and expecting a favourable outcome in this regard. Income Tax (A.Y. 2017-18) As per the order under Section 143(3), received by Asirvad Micro Finance Limited, the Assessing Officer (AO) concluded that the assessee had claimed interest passed on to the SPV Trust in relation to a securitization transaction as a reduction from its income, amounting to `2899.57 lakhs. The AO added back this amount, alleging that it was a ‘finance cost’ claimed by the assessee on securitized assets that no longer belonged to it. However, the interest on the securitization loan was only reduced from the corresponding gross finance income, which includes interest on securitized assets. In a securitization arrangement, the interest on securitized loans is not the appellant’s income, as
Page 405
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 373 it accrues to the Issuer and not to the appellant. Therefore, the question of substantiating this under the Income Tax Act does not arise, as it is not the appellant’s income. Additionally, the AO disallowed an amount of `162 Lakhs under Section 69A, representing Specified Bank Notes accepted and deposited by the assessee in its bank accounts during the demonetization period and the company has created a provision to the tune of `172.57 Lakhs for the same. The Company has filed an appeal against this order with CIT(A) and has paid `304.27 lakhs, being 20% of the total demand, which has been disclosed as a ‘Deposit under Protest.’ However, the appeal was dismissed without addressing the appellant’s specific arguments. Consequently, the Company has filed an appeal with ITAT and expects a favorable outcome in this regard. Income Tax (A.Y. 2020-21) As per the order under Section 143(3), the Income Tax Department raised a demand of `2,134.39 lakhs due to discrepancies related to incorrect reporting of ICDS Adjustment,bonus and leave encashment in the ITR vis-à-vis the tax audit report, and delays in remitting employee contributions to the PF. The Company has created a provision of `180.90 lakhs for expenses that may be disallowed. The remaining demand stands at `1,953.49 lakhs. The Company filed an appeal with CIT(A), which was dismissed without addressing the appellant’s specific arguments. Consequently, the Company has filed an appeal with ITAT and expects a favorable outcome in this regard. Income Tax (A.Y. 2021-22) As per the intimation received under Section 143(1), by Asirvad Micro Finance Limited, the expenses amounting to `1,560.61 lakhs were disallowed, resulting in a tax demand of `557.35 lakhs and this was due to discrepancies in the reporting of bonus, leave encashment, and gratuity between the Income Tax Return (ITR) and the Tax Audit Report, as well as delays in remitting employees’ contributions to PF/ESI and recovery of bad and doubtful debt u/s 41. However, the management believes that only `195.03 lakhs needs to be disallowed and accordingly, a provision of `55.98 lakhs has been created, and the remaining demand amounts is `501.37 lakhs. The company filed an appeal with the CIT(A), which was dismissed without addressing the appellant’s specific arguments. Subsequently, an appeal was filed with the Income Tax Appellate Tribunal (ITAT), which referred back the case for further assessment to CIT(A) and the company anticipates a favorable outcome in this regard. Income Tax (A.Y. 2023-24) The Central Processing Centre (CPC) processed the company’s return of income under Section 143(1) and determined a differential tax liability of `1,875.58 lakhs. This arose due to the disallowance of an amount under Section 41, treating bad debt recovery as taxable, despite it already being reported as other income in the Income Tax Return and deductions claimed under Section 80JJAA were disallowed due to procedural lapses. The company has filed an appeal with the Commissioner of Income Tax (Appeals) that the disallowances were unwarranted and a favorable outcome is expected in this regard. GST (FY 2017-20) Asirvad Micro Finance Limited had received notice in Form GST ADT -01 dated 27/04/2022 u/s 65 of CGST Act, 2017 intimating conduct of audit of Books of accounts for the period 2017-18 to 2019-20. An Intimation of Form GST DRC - 01A bearing DIN: 20230459X0000444A6D dated 11.04.2023 was issued proposing to demand tax along with interest for Excess availment of ISD ITC and Availment of Ineligible ITC amounting to Rs. 6.02 million. The Department has proceeded to issue Assessment Order and DRC-07 on 15/12/2023 upholding the demand. An Appeal against the Assessment order has been filed on 13-03-2024 and the company has a high chance of obtaing favourable order considering the facts and circumstances GST (FY 2022-23) During the FY 2024-25, Asirvad Micro Finance Limited received a notice under Section 61 Rule 99 of the CGST Act 2017,dated 21-1-25. This notice intimated a discrepancy in the return and alleged excess availment of ITC for FY 2022-23 amounting to Rs. 3.60 million. The company has since filed a reply to the Deputy Commissioner of Sales Tax. Given that there was no excess availment of Input Tax Credit, we believe the company has a high chance of a favourable outcome in this matter..
Page 406
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 374 SEBI During the financial year, Asirvad Micro Finance Limited received a Show Cause Notice from SEBI dated September 03, 2024 (“SCN”), regarding certain matters w.r.t Non-Convertible Debentures (“NCDs”) issued under ISIN: INE516Q08281. The Company filed a detailed reply to this SCN. This matter is pending. The NCDs were redeemed on March 12, 2024. Others There are 5 cases relating to litigations pertaining to other than regulatory authorities where Asirvad Micro Finance Limited has adequately disclosed as contingent liablity. (B) Commitments Particulars As at 31st March, 2025 As at 31st March, 2024 Estimated amount of contracts remaining to be executed on capital account, net of advances 41.30 344.54 Commitments Related To Loans Sanctioned but undrawn 8,004.93 3,171.56 Total 8,046.23 3,516.10 (C) Lease Disclosures (a) Leases of br anch premises (i) Ind AS 116 “Leases” is applied the standard to all lease contracts The Group recorded the lease liability at the present value of the lease payments discounted at the incremental borrowing rate and the right of use asset measured at the amount of the initial measurement of the lease liability. (ii) The foll owing is the summary of practical expedients elected on initial application: 1. Applied a single disc ount rate to a portfolio of leases of similar assets in similar economic environment with a similar end date. Discount rate has been taken as the Incremental Borrowing rate of borrowings with similar tenure. 2. Applied the ex emption not to recognize right-of-use assets and liabilities for leases with less than 12 months of lease term on the date of initial application. 3. Excl uded the initial direct costs from the measurement of the right-of-use asset at the date of initial application. (iii) The Group tak es branch premises and computers on lease. Below are the changes made during the year in the carrying value of: -Right-of -use assets Particulars As at 31st March, 2025 As at 31st March, 2024 Opening balance 5,584.71 5,965.39 Recognition of deferred lease rentals 0.22 - Additions 1,262.88 933.76 Deletion (126.53) - Depreciation on ROU Assets (1,331.69) (1,314.44) Closing balance 5,389.60 5,584.71 -Lease liabilities Particulars As at 31st March, 2025 As at 31st March, 2024 Opening balance 6,664.18 6,837.31 Additions 1,179.58 390.13 Deletion (98.64) (1,400.83) Payment of Lease liabilities (1,844.78) 161.16 Finance cost accrued during the period 656.09 676.41 Closing balance 6,556.42 6,664.18
Page 407
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 375 -Amounts recognised in profit and loss Particulars As at 31st March, 2025 As at 31st March, 2024 Depreciation expense on right-of-use assets 1,331.69 1,314.44 Interest expense on lease liabilities 656.09 676.41 Maturity analysis of Lease Liability Particulars As at 31st March, 2025 As at 31st March, 2024 Not later than one year 1,436.42 809.65 Later than one year but not later than four years 3,446.20 486.26 Later than four years 1,673.80 5,368.27 Closing 6,556.42 6,664.18 The entity does not fac e a significant liquidity risk with regard to its lease liabilities. Lease liabilities are monitored within the entity’s treasury function. Lease of Short Period (Less than 12 months ) The leases of certain premises are less than 12 months and hence are considered as short term leases and are exempted from the scope of leases under Ind AS 116. Note 46: Statement of net assets, profit and loss and other comprehensive income attributable to owners and non-controlling interest Additional information as required by paragraph 2 of the general instructions for preparation of Consolidated Financial statements to schedule III to the Companies Act, 2013 Name of the entity in the Group Net Assets, i.e. total assets minus total liabilities Share in profit and loss Share in Other comprehensive income Share in Total comprehensive income As % of consolidated net assets Amount As % of consolidated profit and loss Amount As % of consolidated other comprehensive income Amount As % of Total comprehensive income Amount Parent : Manappuram Finance Limited 94.69% 1,17,880.36 148.13% 17,832.66 (6.50%) (2.42) 147.65% 17,830.25 Subsidiaries* : - Indian - - Manappuram Home Finance Limited 0.61% 753.76 1.89% 227.77 (5.43%) (2.02) 1.87% 225.76 Manappuram Insurance Brokers Limited 0.89% 1,111.49 4.30% 517.78 (1.04%) (0.39) 4.28% 517.40 Asirvad Micro Finance Limited 3.62% 4,501.62 (52.44%) (6,312.66) 116.64% 43.33 (51.93%) (6,269.32) Manappuram Comptech and Consultants Limited 0.06% 74.64 (0.87%) (104.19) (5.94%) (2.21) (0.88%) (106.40) Foreign 0.00% - 0.00% - 0.00% - 0.00% - Non controlling interest in subsidiaries 0.13% 166.79 (1.02%) (122.70) 2.27% 0.84 (1.01%) (121.86) Total 100.00% 1,24,488.65 100.00% 12,038.67 100.00% 37.16 100.00% 12,075.83 * The Figures of the Net Assets, Share in Profit and Loss, Share in Other Comprehensive Income of all the subsidiaries have been adjusted for the intra- group elimination enteries
Page 408
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 376 Note 47: Related Party Disclosures Relationship Name of the party Associates / Enterprises owned or significantly influenced by key management personnel or their relatives. Manappuram Jewellers Limited Manappuram Agro Farms Limited Manappuram Foundation Manappuram Health Care Limited Manappuram Construction and Consultants Limited Manappuram Chit Funds Company Private Limited * MABEN Nidhi Limited Manappuram Asset Finance Limited Manappuram Chits (Karnataka) Private Limited * Manappuram Chits India Limited Adlux Medicity and Convention Centre Private Limited* MAFIN Enterprise * Manappuram travels* Manappuram Chits * SNST Advisories Private Limited* DTA Advisory Private Limited* DTB Advisory Private Limited* DT3 Advisory Private Limited* Finance Industry Development Council Kalyani Forge Limited* Aquapharm Chemical Limited* TVS Credit Services Limited* Pramerica Life Insurance Limited* Abans Global Ltd, UK* Mukundapuram Educational and Cultural Society* Orange Retail Finance India Private Limited* Manappuram Finance Employees Group Gratuity Fund Trust Earthables Projects LLP* HDFC Credila Financial Services Limited* Fenca Ltd UK (Formerly known as Fast Encash Money Transfer Services - Ltd)* Rebar Design and Details Ltd* Saral Money Ltd* Association of UK Payment and Fintech Companies* Firstsource Solutions Limited* Gateway Gardens ( Block B) Management Ltd* InCred Financial Services Limited* Value Finance Corporation Limited* Value Finance Ltd* Cochin International Airport Limited* Indian Institute of Management, Kozhikode* India Shelter Finance Corporation Limited* Morgan & Harvey Services Ltd* PCBL Chemical Limited*
Page 409
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 377 Relationship Name of the party Minda Instruments Limited* Minda Corporation Limited* GPS Renewables Private Limited* Aavali Solutions Private Limited* Guru Deva International Mission* MACARE Dental Care Private Limited* Federation of Indian Chambers of Commerce and Industry Infomerics Valuation And Rating Limited Stallion Onebyte Private Limited Manikandan Associates Key Management Personnel Mr. V P Nandakumar - Managing Director & CEO Mr. Shailesh J Mehta-Chairman Ms. Sumitha Nandan-Executive Director Ms. Pratima Ram-Director Mrs. Bindu AL - Chief Financial Officer Mr. Manoj Kumar VR - Company Secretary Mr.Suseel Kumar T C- Director Mr. Sankaran Nair Rajagopal-Director Adv. Veliath Pappu Seemandini Mr. Abhijit Sen-Director Mr. Harshan Kollara-Director Mr. E K Bharat Bhushan - Director Adv.V.R.Ramachandran - Non-Executive Director (tenure completed w.e.f. 31 July 2024) Mr. P.Manomohanan - Non-Executive Director (tenure completed w.e.f. 31 July 2024) Mr. S R Balasubramanian - Non-Executive Director (resigned w.e.f. 09 May 2024) Relatives of Key Management Personnel Mrs. Sushama Nandakumar (wife of Mr. V P Nandakumar)* Mr. Sooraj Nandan (son of Mr. V P Nandakumar)* Mr. Suhas Nandan (son of Mr. V P Nandakumar) Mrs. Shelly Ekalavyan (sister of Mr. V P Nandakumar)* Mrs.Jyothi Prasannan(sister of Mr.V.P.Nandakumar)* Mr.Jayasankar S (Daughter's Husband of Mr. V P Nandakumar)* Ms. Shruthi (Son's Wife of Mr. V P Nandakumar)* Ms. Niniraj (Son's Wife of Mr. V P Nandakumar)* Ms. Tamashree Sen (Wife of Mr. Abhijit Sen)* Ms. Arati sen (Mother of Mr. Abhijit Sen)* Mr. Rohan Sen (Son of Mr. Abhijit Sen)* Mr. Vivek Sen (Son of Mr. Abhijit Sen)* Ms. Snehal Naik (Son's Wife of Mr. Abhijit Sen)* Ms. Amanda Barbee (Son's Wife of Mr. Abhijit Sen)* Mr. Bishwajit Sen (Brother of Mr. Abhijit Sen)* Ms. Geeta Balasubramanian (Wife of Mr.S R Balasubramanian)* Mr. Ramnath Balasubramanian (Son of Mr.S R Balasubramanian)*
Page 410
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 378 Relationship Name of the party Ms. Rajni Ramnath (Son's Wife of Mr.S R Balasubramanian)* Mr. S R Gopalakrishnan (Brother of Mr.S R Balasubramanian)* Ms. Subhadra Manomohan (Wife of Mr. P.Manomohanan)* Mr. Sajith (Son of Mr. P.Manomohanan)* Ms. Asha (Son's Wife of Mr. P.Manomohanan)* Mr. Balachandran (Brother of Mr. P.Manomohanan)* Mr. Suresh Kumar (Brother of Mr. P.Manomohanan)* Mr. Ragunath (Brother of Mr. P.Manomohanan)* Mr. Sreedharan (Brother of Mr. P.Manomohanan)* Ms. Leena NS (Wife of Mr. V.R. Ramachandran)* Ms. Anju VR (Daughter of Mr. V.R. Ramachandran)* Mr. Rithwik V R (Son of Mr. V.R. Ramachandran)* Mr. Sethunath S R(Daughter’s Husband of Mr. V.R. Ramachandran)* Ms. Indira (Sister of Mr. V.R. Ramachandran)* Mr. Sreedharan (Brother of Mr. V.R. Ramachandran)* Mr. Paranunni (Brother of Mr. V.R. Ramachandran)* Mr. Rishikeshan (Brother of Mr. V.R. Ramachandran)* Mr. Nandakumar Kollara (Son of Mr. Harshan Kollara)* Mr. Jaihari Kollara (Son of Mr. Harshan Kollara)* Mrs.Elena T Kollara (Son's of Mr. Harshan Kollara)* Dr.Sugathan Kollara (Brother of Mr. Harshan Kollara)* Mr. Sreenath Kollara (Brother of Mr. Harshan Kollara)* Ms. Sarala K S (Sister of Mr. Harshan Kollara)* Ms. Jayanthy K S (Sister of Mr. Harshan Kollara)* Ms. Sunitha K S (Sister of Mr. Harshan Kollara)* Ms. Kalpa (Wife of Mr. Shailesh J. Mehta)* Mr. Sameet S. Mehta (Son of Mr. Shailesh J. Mehta)* Ms. Kirtee S. Mehta (Son of Mr. Shailesh J. Mehta)* Ms. Sheetal Fisher (Daughter of Mr. Shailesh J. Mehta)* Ms. Sean Fisher (Daughter's Husband of Mr. Shailesh J. Mehta)* Mr. Sanjay Jayantilal Mehta (Brother of Mr. Shailesh J. Mehta)* Mr. Umesh Jayantilal Mehta (Brother of Mr. Shailesh J. Mehta)* Mr. S Ramasubramanian (Relative of Ms. Pratima Ram)* Ms. Jyotsna Ram (Daughter of Ms. Pratima Ram)* Mr. Prakash Patel (Brother of Ms. Pratima Ram)* Mr. Prabhuling Patel (Brother of Ms. Pratima Ram)* Ms. Pramila Byahatti (Sister of Ms. Pratima Ram)* Ms. Poornima Jairaj (Sister of Ms. Pratima Ram)* Ms. Vijayalakshmi Patel (Sister of Ms. Pratima Ram)* Ms. Anushka Jayasankar (Daughter of Ms. Sumitha Nandan)* Ms. Aashirya Jayasankar (Daughter of Ms. Sumitha Nandan)* Ms. Aswathy Sreevatsan (Daughter of Adv. Veliath Pappu Seemanthini )* Mr. Sumit Saseendran (Son in law of Adv. Veliath Pappu Seemanthini )* Mr. V P Sugunan (Brother of Adv. Veliath Pappu Seemanthini )*
Page 411
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 379 Relationship Name of the party Ms. V P Lalitha (Sister of Adv. Veliath Pappu Seemanthini )* Ms. V P Surabhi (Sister of Adv. Veliath Pappu Seemanthini )* Ms. V P Geetha (Sister of Adv. Veliath Pappu Seemanthini )* Ms. Maya V. V (Wife of Mr. Suseel Kumar T. C)* Mr. Gautam Suseel (Son of Mr. Suseel Kumar T. C)* Ms. Gayathri (Daughter of Mr. Suseel Kumar T. C)* Mr. Nikhil Shyam (Daughter's Husband of Mr. Suseel Kumar T. C)* Mr. Nanda Kumar (Brother of Mr. Suseel Kumar T. C)* Mr. Gopa Kumar (Brother of Mr. Suseel Kumar T. C)* Mr. Sanal Kumar (Brother of Mr. Suseel Kumar T. C)* Ms. Geetha Bhaskar (Sister of Mr. Suseel Kumar T. C)* Ms. Betsy Rajagopal (Wife of Mr. Sankaran Nair Rajagopal)* Mr. Rahul Raja (Son of Mr. Sankaran Nair Rajagopal)* Ms. Rhea Raja (Daughter of Mr. Sankaran Nair Rajagopal)* Mr. Venu P Gopal (Brother of Mr. Sankaran Nair Rajagopal)* Mr. Sreekumar (Brother of Mr. Sankaran Nair Rajagopal)* Mr. Shibu Kumar (Brother of Mr. Sankaran Nair Rajagopal)* Mr. P K Vydiar (Father of Mr. E. K. Bharat Bhushan)* Ms. Rugmini (Mother of Mr. E. K. Bharat Bhushan)* Ms. Ranjana (Wife of Mr. E. K. Bharat Bhushan)* Mr. Virendra (Son of Mr. E. K. Bharat Bhushan)* Ms. Parvathy (Daughter of Mr. E. K. Bharat Bhushan)* Ms.Siji M G (Wife of Mr. Manoj Kumar V R)* Mr. V K Raman (Father of Mr. Manoj Kumar V R)* Ms. V K Vilasini (Mother of Mr. Manoj Kumar V R)* Mr. Harikrishna M Manoj (Son of Mr. Manoj Kumar V R)* Mr. Naveen Kumar V R (Brother of Mr. Manoj Kumar V R)* Mr. Praveen V R (Brother of Mr. Manoj Kumar V R)* Ms. Geetha V R (Sister of Mr. Manoj Kumar V R)* Mr. Benny (Husband of Mrs. Bindhu AL)* Ms.Rosily Lonappan (Mother of Mrs. Bindhu AL)* Mr. Amal Benny (Son of Mrs. Bindhu AL)* Ms. Anna Ben (Daughter of Mrs. Bindhu AL)* Mr. Biju A L (Brother of Mrs. Bindhu AL)* Mr. Nelson A L (Brother of Mrs. Bindhu AL)* * No transactions with these related parties
Page 412
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 380 Related Party transactions during the year: Particulars PARENT (AS PER OWNERSHIP OR CONTROL) SUBSIDIARIES ASSOCIATES/ JOINT VENTURES KEY MANAGEMENT PERSONNEL RELATIVES OF KEY MANAGEMENT PERSONNEL OTHERS TOTAL As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 Sitting Fee To Directors: - - - - - - 7.69 7.58 - - - - 7.69 7.58 Mr.Abhijit Sen - - - - - - 1.03 0.93 - - - - 1.03 0.93 Mr.Harshan Kollara - - - - - - 1.09 1.02 - - - - 1.09 1.02 Mr.P Manomohanan - - - - - - 0.27 1.13 - - - - 0.27 1.13 Mr.Shailesh J. Mehta - - - - - - 1.14 1.10 - - - - 1.14 1.10 Mr.V.R. Ramachandran - - - - - - 0.20 0.78 - - - - 0.20 0.78 Mr.Balasubrahmanian - - - - - - 0.06 0.57 - - - - 0.06 0.57 Ms. Pratima - - - - - - 0.95 1.07 - - - - 0.95 1.07 Ms. Seemandhini - - - - - - 0.72 0.74 - - - - 0.72 0.74 Mr. T.C Suseel Kumar - - - - - - 0.82 0.12 - - - - 0.82 0.12 Dr. Sankaran Nair Rajagopal - - - - - - 0.76 0.08 - - - - 0.76 0.08 Mr.Edodiyil Kunhiraman Bharat Bhushan - - - - - - 0.67 0.04 - - - - 0.67 0.04 Commission Fee To Directors: - - - - - - 159.37 145.23 - - - - 159.37 145.23 Mr. V.P.Nandakumar - - - - - - 100.00 100.00 - - - - 100.00 100.00 Mr.Shailesh J. Mehta - - - - - - 19.00 11.50 - - - - 19.00 11.50 Mr.P Manomohanan - - - - - - 1.03 3.10 - - - - 1.03 3.10 Mr.V.R. Ramachandran - - - - - - 1.03 4.70 - - - - 1.03 4.70 Mr.Abhijit Sen - - - - - - 7.90 5.40 - - - - 7.90 5.40 Mr.Harshan Kollara - - - - - - 4.90 3.90 - - - - 4.90 3.90 Mr.Balasubrahmanian - - - - - - - 3.10 - - - - - 3.10 Ms. Pratima Ram - - - - - - 3.60 3.10 - - - - 3.60 3.10 Ms.V P Seemanthini - - - - - - 3.60 3.10 - - - - 3.60 3.10 Ms. Sumitha Nandan - - - - - - 7.50 5.00 - - - - 7.50 5.00 Mr. T.C Suseel Kumar - - - - - - 3.60 1.29 - - - - 3.60 1.29 Dr. Sankaran Nair Rajagopal - - - - - - 3.60 0.78 - - - - 3.60 0.78 Mr.Edodiyil Kunhiraman Bharat Bhushan - - - - - - 3.60 0.26 - - - - 3.60 0.26 Incentive - - - - - - 2.42 2.42 - - - - 2.42 2.42 Ms. Bindu A.L – CFO - - - - - - 2.42 2.42 - - - - 2.42 2.42 Remuneration To Directors - - - - - - 138.37 117.34 - - - - 138.37 117.34 Mr. V.P.Nandakumar - - - - - - 121.50 106.88 - - - - 121.50 106.88 Ms. Sumitha Nandan - - - - 16.88 10.46 - - - - 16.88 10.46
Page 413
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 381 Particulars PARENT (AS PER OWNERSHIP OR CONTROL) SUBSIDIARIES ASSOCIATES/ JOINT VENTURES KEY MANAGEMENT PERSONNEL RELATIVES OF KEY MANAGEMENT PERSONNEL OTHERS TOTAL As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 Remuneration To Other Kmps - - - - - - 20.54 18.98 - - - - 20.54 18.98 Ms. Bindu A.L - - - - - - 15.94 14.79 - - - - 15.94 14.79 Mr. Manoj Kumar V R - - - - - - 4.60 4.20 - - - - 4.60 4.20 Remuneration Paid To Relative Of Kmp - - - - - - - - 1.38 1.38 - - 1.38 1.38 Mr. Suhas Nandan - - - - - - - - 1.38 1.38 - - 1.38 1.38 Rent Waived - - - - 12.62 11.00 - - - - - - 12.62 11.00 Manappuram Foundation - - - - 12.62 11.00 - - - - - - 12.62 11.00 Printing of Notices and Bill Book 2.57 2.86 2.57 2.86 Manappuram Foundation 2.57 2.86 2.57 2.86 CSR Paid - - - - 389.61 444.69 - - - - 389.61 444.69 Manappuram Foundation - - - - 389.61 444.69 - - - - - - 389.61 444.69 Payment To - - - - 249.18 222.92 - - - - - - 249.18 222.92 Lions Co-Ordination Committee Of India Association - - - - - - - - Manppuram Group Gratuity Trust(Approved) - - - - 249.18 222.92 - - - - - - 249.18 222.92 Dividend Paid to Promoter - - - - - - 983.42 810.00 209.99 173.24 - - 1,193.40 983.24 Rent Paid - - - 7.37 6.98 - - 0.18 0.17 - - 7.55 7.15 Mr. Suhas Nandan - - - - - - - - 0.18 0.17 - - 0.18 0.17 Manappuram Agro Farms Limited - - - - 7.37 6.98 - - - - - - 7.37 6.98 Membership Fee Paid - - - - 0.80 0.88 - - - - - - 0.80 0.88 Finance Industry Development Council - - - - 0.10 0.10 - - - - - - 0.10 0.10 Fedreration of Indian Chambers of Commerce & Industry - - - - 0.70 0.78 - - - - - - 0.70 0.78 Advertisement Expense - - - - - 2.56 - - - - - - - 2.56 Feder ation Of Indian Chambers Of Commerce & Industry(Ficci) - - - - - 2.53 - - - - - - - 2.53 Masters Games Association - - - - - 0.03 - - - - - - - 0.03 Reimbursement Expense Paid - - - - - - 0.92 0.80 - - - - 0.92 0.80 Mr. V.P.Nandakumar - - - - - - 0.92 0.80 - - - - 0.92 0.80 Rating Fee Paid - - - - - - - - - - 0.86 - 0.86 - Infomerics Valuation and Rating Private Limited - - - - - - - - - - 0.86 - 0.86 - - - - - - - - - - - - -
Page 414
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 382 Particulars PARENT (AS PER OWNERSHIP OR CONTROL) SUBSIDIARIES ASSOCIATES/ JOINT VENTURES KEY MANAGEMENT PERSONNEL RELATIVES OF KEY MANAGEMENT PERSONNEL OTHERS TOTAL As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 Stationery Expenses Paid - - - - - - - - - - 0.00 - 0.00 - Stallion Onebyte Private Limited - - - - - - - - - - 0.00 - 0.00 - Professional Charges - - - - - - - - - - 1.64 - 1.64 - Manikandan And Associates - - - - - - - - - - 1.64 - 1.64 - Rent Received - - - - 1.56 1.73 - - - - - - 1.56 1.73 Manappuram Jewellers Limited - - - - 1.56 1.48 - - - - - - 1.56 1.48 Manappuram Agro Farms Limited - - - - - 0.25 - - - - - - - 0.25 Manappuram Foundation - - 0.001 0.001 - - - - - - 0.001 0.001 Electricity Charge Received - - - 0.46 0.51 - - - - - - 0.46 0.51 Manappuram Jewellers Limited - - - - 0.46 0.43 - - - - - - 0.46 0.43 Manappuram Foundation - - - - - - - - - - Manappuram Agro Farms Limited - - - - - 0.08 - - - - - - - 0.08 Education And Training Services Provided - - - 0.72 0.67 - - - - - - 0.72 0.67 Manappuram Jewellers Limited - - - - 0.13 0.11 - - - - - - 0.13 0.11 Maben Nidhi Limited - - - - 0.16 0.14 - - - - - - 0.16 0.14 Manappuram Asset Finance Limited - - - - 0.28 0.26 - - - - - - 0.28 0.26 Manappuram Chits India Limited - - - - 0.04 0.04 - - - - - - 0.04 0.04 Manappuram Agro Farms Limited - - - - 0.04 0.04 - - - - - - 0.04 0.04 Manappuram Health Care Ltd - - - - 0.07 0.08 - - - - - - 0.07 0.08 Education And Training Services Provided in FY 2022-23 Received in FY 2023-24 - - - - - 1.17 - - - - - - - 1.17 Manappuram Agro Farms Limited - - - - - 0.43 - - - - - - - 0.43 Manappuram Health Care Ltd - - - - - 0.74 - - - - - - - 0.74 Balance Outstanding As At The Year End: - - - - - - - - - - - - - - Security Deposit - - - 0.39 0.39 - - - - - - 0.39 0.39 Manappuram Foundation - - 0.19 0.19 - - - - - - 0.19 0.19 Manappuram Jewellers Limited - - - - 0.16 0.16 - - - - - - 0.16 0.16 Manappuram Agro Farms Limited - - - - 0.04 0.04 - - - - - - 0.04 0.04 Amount Receivable From Related Parties - - - - - - - - - - - - - - Education and Training Fee Receivable - - - - 0.18 0.41 - - - - - - 0.18 0.41 Manappuram Foundation - - - - - - - - - - - - - - Manappuram Jewellers Limited - - - - 0.04 0.11 - - - - - - 0.04 0.11
Page 415
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 383 Particulars PARENT (AS PER OWNERSHIP OR CONTROL) SUBSIDIARIES ASSOCIATES/ JOINT VENTURES KEY MANAGEMENT PERSONNEL RELATIVES OF KEY MANAGEMENT PERSONNEL OTHERS TOTAL As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 Manappuram Agro Farms Limited - - - - 0.01 0.04 - - - - - - 0.01 0.04 Maben Nidhi Limited - - - - 0.04 0.14 - - - - - - 0.04 0.14 Manappuram Asset Finance Limited - - - - 0.07 - - - - - - 0.07 - Manappuram Chits India Limited - - - - 0.01 0.04 - - - - - - 0.01 0.04 Manappuram Health Care Ltd - - - - 0.02 0.08 - - - - - - 0.02 0.08 Amounts Payable To Related Parties Commission Fee To Directors: - - - - - - 159.37 145.23 - - - - 159.37 145.23 Mr. V.P.Nandakumar - - - - - - 100.00 100.00 - - - - 100.00 100.00 Mr.Shailesh J. Mehta - - - - - - 19.00 11.50 - - - - 19.00 11.50 Mr.P Manomohanan - - - - - - 1.03 3.10 - - - - 1.03 3.10 Mr.V.R. Ramachandran - - - - - - 1.03 4.70 - - - - 1.03 4.70 Mr.Abhijit Sen - - - - - - 7.90 5.40 - - - - 7.90 5.40 Mr.Harshan Kollara - - - - - - 4.90 3.90 - - - - 4.90 3.90 Mr.Balasubrahmanian - - - - - - - 3.10 - - - - - 3.10 Ms. Pratima Ram - - - - - - 3.60 3.10 - - - - 3.60 3.10 Ms.V P Seemanthini - - - - - - 3.60 3.10 - - - - 3.60 3.10 Ms. Sumitha Nandan - - - - - - 7.50 5.00 - - - - 7.50 5.00 Mr. T.C Suseel Kumar - - - - - - 3.60 1.29 - - - - 3.60 1.29 Dr. Sankaran Nair Rajagopal - - - - - - 3.60 0.78 - - - - 3.60 0.78 Mr.Edodiyil Kunhiraman Bharat Bhushan - - - - - - 3.60 0.26 - - - - 3.60 0.26 Sitting Fee Payable - - - - - - 1.25 0.09 - - - - 1.25 0.09 Mr.Abhijit Sen - - - - - - 0.19 - - - - - 0.19 - Mr.Harshan Kollara - - - - - - 0.18 - - - - - 0.18 - Mr.P Manomohanan - - - - - - - 0.02 - - - - - 0.02 Mr.Shailesh J. Mehta - - - - - - 0.18 - - - - - 0.18 - Mr.V.R. Ramachandran - - - - - - - 0.02 - - - - - 0.02 Mr.Balasubrahmanian - - - - - - - - - - - - - - Ms. Pratima - - - - - - 0.18 0.02 - - - - 0.18 0.02 Ms. Seemandhini - - - - - - 0.13 - - - - - 0.13 - Mr. T.C Suseel Kumar - - - - - - 0.19 - - - - - 0.19 - Dr. Sankaran Nair Rajagopal - - - - - - 0.10 - - - - - 0.10 - Mr.Edodiyil Kunhiraman Bharat Bhushan - - - - - - 0.13 0.04 - - - - 0.13 0.04
Page 416
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 384 Particulars PARENT (AS PER OWNERSHIP OR CONTROL) SUBSIDIARIES ASSOCIATES/ JOINT VENTURES KEY MANAGEMENT PERSONNEL RELATIVES OF KEY MANAGEMENT PERSONNEL OTHERS TOTAL As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2025 As at 31st March, 2024 Incentive Payable - - - - - - 2.42 2.42 - - - - 2.42 2.42 Ms. Bindu A.L - - - - - - 2.42 2.42 - - - - 2.42 2.42 Rating Fee Payable - - - - - - - - - - 0.52 - 0.52 - Infomerics Valuation and Rating Private Limited - - - - - - - - - - 0.52 - 0.52 - Stationery Expenses Payable - - - - - - - - - - - - - - Stallion Onebyte Private Limited - - - - - - - - - - - - - - Rent Payable - - - - 0.72 0.48 - - - - - - 0.72 0.48 Manappuram Agro Farms Limited - - - - 0.72 0.48 - - - - - - 0.72 0.48 Retention Payable - - - - - 0.38 - - - - - - - 0.38 Manappuram Construction And Consultants Limited - - - - - 0.38 - - - - - - - 0.38 Note: a) Related parties ha ve been identified on the basis of the declaration received by the management and other records available. b) Loans giv en to related parties are repayable on demand. These loans carry interest @ 11.15% c) The remuner ation to the key managerial personnel does not include the provisions made for gratuity and leave benefits, as they are determined on an actuarial basis for the company as a whole.
Page 417
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 385 Note 48: Fair Value Measurement 48.1 Valuation principles Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions , regardless of whether that price is directly observable or estimated using a valuation technique. In order to show how fair values have been derived, financial instruments are classified based on a hierarchy of valuation techniques as explained in the material accounting policies of the year ended 31 March 2025. 48.2 Valuation governance The Group’s process to determine fair values is part of its periodic financial close process. The Audit Committee exercises the overall supervision over the methodology and models to determine the fair value as part of its overall monitoring of financial close process and controls. The responsibility of ongoing measurement resides with business units . Once submitted, fair value estimates are also reviewed and challenged by the Risk and Finance functions. 48.3 Assets and liabilities by fair value hierarchy The following table shows an analysis of financial instruments recorded at fair value by level of the fair value hierarchy: Particulars 31st March, 2025 31st March, 2024 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total I. Assets measured at fair value on a recurring basis Derivative financial instruments Forward Contracts - 192.65 - 192.65 - 8.33 - 8.33 Cross Currency Interest Rate Swaps - 220.35 - 220.35 - 17.12 - 17.12 Total derivative financial instruments (i) - 413.00 - 413.00 - 25.45 - 25.45 Financial assets held for trading Equity instruments 47.15 - - 47.15 0.94 - - 0.94 Mutual Funds 3.88 - - 3.88 - - - - Gold ETF 19.35 - - 19.35 - - - - Security Reciepts - 3,223.08 - 3,223.08 - 2,407.58 - 2,407.58 Securitised Assets (Pass Through Certificates) - 78.66 - 78.66 - 45.38 - 45.38 Government Securities - 2,067.40 - 2,067.40 - 1,948.73 - 1,948.73 Total Financial assets held for trading (ii) 70.38 5,369.14 - 5,439.52 0.94 4,401.69 - 4,402.63 a. Assets measured at fair value on a recurring basis (i + ii) 70.38 5,782.14 - 5,852.52 0.94 4,427.14 - 4,428.08 b. Assets measured at fair value on a non- recurring basis - - - - - - - - c. Total Assets measured at fair value (a+b) 70.38 5,782.14 - 5,852.51 0.94 4,427.14 - 4,428.08 II. Liabilities measured at f air value on a recurring basis Derivative financial instruments Forward contracts - - - - - - - - d. Liabilities measured at fair value on a recurring basis - - - - - - - - e. Liabilities measured at fair value on a non-recurring basis - - - - - - - - f. Total Liabilities measured at fair value (d+e) - - - - - - - -
Page 418
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 386 48.4 Valuation techniques Equity instruments Equity instruments in non-listed entities are initially recognised at transaction price and re-measured (to the extent information is available) and valued on a case-by-case and classified as Level 3. The Company uses prices from prior transactions without adjustment to arrive at the fair value. Prior transaction represents the price at which same investment was sold in the deal transaction. Quoted equity instruments on recognised stock exchange are valued at level 1 heirarchy being the unadjusted quoted price as at the reporting date. Cross Currency Swaps Interest rate derivatives include interest rate swaps, cross currency interest rate swaps, basis swaps and interest rate forwards (FRAs). The most frequently applied valuation techniques include forward pricing and swap models, using present value calculations by estimating future cash flows and discounting them with the appropriate yield curves incorporating funding costs relevant for the position. These contracts are generally Level 2 unless adjustments to yield curves or credit spreads are based on significant non-observable inputs, in which case, they are Level 3. Interest rate derivatives Interest rate derivatives include interest rate swaps, cross currency interest rate swaps, basis swaps and interest rate forwards (FRAs). The most frequently applied valuation techniques include forward pricing and swap models, using present value calculations by estimating future cash flows and discounting them with the appropriate yield curves incorporating funding costs relevant for the position. These contracts are generally Level 2 unless adjustments to yield curves or credit spreads are based on significant non-observable inputs, in which case, they are Level 3. Foreign exchange contracts Foreign exchange contracts include open spot contracts, foreign exchange forward and swap contracts and over the-counter foreign exchange options. These instruments are valued by either observable foreign exchange rates, observable or calculated forward points and option valuation models. With the exception of contracts where a directly observable rate is available which are disclosed as Level 1, the Group classifies foreign exchange contracts as Level 2 financial instruments when no unobservable inputs are used for their valuation or the unobservable inputs used are not significant to the measurement (as a whole). Movements in Level 3 financial instruments measured at fair value There are no Level 3 financial assets and liabilities which are recorded at fair value. For fair value of financial instruments not measured at fair value - Particulars Level Carrying Value Fair Value Mar-25 Mar-24 Mar-25 Mar-24 Financial Assets Cash and cash equivalents 2 30,826.88 25,417.15 30,826.88 25,417.15 Bank Balance other than above 2 7,250.03 6,395.35 7,250.03 6,395.35 Loans 3 4,22,515.55 4,09,475.67 4,22,515.55 4,09,475.67 Investments 2 3,130.34 3,070.49 3,130.34 3,070.49 Investments 3 0.05 0.05 0.05 0.05 Other Financial assets 2 5,521.90 4,372.73 5,521.90 4,372.73 Other Financial assets 3 12.95 22.29 12.95 22.29 Total Financial Assets 4,69,257.70 4,48,753.73 4,69,257.70 4,48,753.73
Page 419
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 387 Particulars Level Carrying Value Fair Value Mar-25 Mar-24 Mar-25 Mar-24 Financial Liabilities Payables 2 1,201.30 1,218.78 1,201.30 1,218.78 Debt Securities 2 62,184.73 51,800.04 62,184.73 51,800.04 Borrowings (other than debt security) 2 2,87,179.89 2,79,869.31 2,87,179.89 2,79,869.31 Deposits 2 - 0.70 - 0.70 Subordinated Liabilities 2 4,848.77 4,864.63 4,848.77 4,864.63 Other Financial Liabilities 2 4,043.22 4,414.97 4,043.22 4,414.97 Lease Liabilities 2 6,556.42 6,664.18 6,556.42 6,664.18 Total Financial Liabilities 3,66,014.33 3,48,832.61 3,66,014.33 3,48,832.61 The financial asset above does not include investment in subsidiary, which is measured at cost in accordance with Ind AS 27. The management assessed that cash and cash equivalents, trade receivables, trade payables, bank overdrafts and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. Valuation methodologies of financial instruments not measured at fair value Below are the methodologies and assumptions used to determine fair values for the above financial instruments which are not recorded and measured at fair value in the financial statements. These fair values were calculated for disclosure purposes only. Short-term financial assets and liabilities For financial assets and financial liabilities that have a short-term maturity (less than twelve months), the carrying amounts, which are net of impairment, are a reasonable approximation of their fair value. Such instruments include: cash and balances, balances other than cash and cash equivalents, trade payables and other financial liabilities without a specific maturity. Such amounts have been classified as Level 2 on the basis that no adjustments have been made to the balances in the balance sheet. Loans and advances to customers Fair value of Loans estimated using a discounted cash flow model on contractual cash flows using actual/estimated yields. Debt and Borrowings The floating rate loans are fair valued on the basis of MCLR+spread. For fixed rate loans, the carrying values are a reasonable approximation of their fair value. Note 49: Risk Management Risk is an integral part of the Group’s business and sound risk management is critical to the success. As a financial institution, the Group is exposed to risks that are particular to its lending and the environment within which it operates and primarily includes Credit, Liquidity, Market and Operational Risks. Group’s goal in risk management is to ensure that it understands measures and monitors the various risks that arise and the organization adheres strictly to the policies and procedures which are established to address these risks. The Group has a risk management policy which covers risks associated with the financial assets and liabilities. The Board of Directors of the Group are responsible for the overall risk management approach, approving risk management strategies and principles. Risk Management Committee of the Board reviews credit, operations and market risks faced by MAFIL periodically. Group has appointed a Chief Credit Officer who reports to MD & CEO and presenting risk related matters to Risk Management Committee and the Board. The Group has implemented comprehensive policies and procedures to assess, monitor and manage risk throughout the Group. The risk management process is continuously reviewed, improved and adapted in the changing risk scenario and the agility of the risk management process is monitored and reviewed for its appropriateness in the changing risk landscape. The process of continuous evaluation of risks includes taking stock of the risk landscape on an event-driven basis. The Group has an elaborate process for risk management. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
Page 420
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 388 Credit Risk Credit risk is the risk that a customer or counterparty will default on its contractual obligations resulting in financial loss to the Group. As the Group predominantly lend against gold jewellery, which are liquid securities, its credit risks are comparatively lower. Its other verticals, Micro Finance, Vehicle Finance, Micro loans etc. have significant credit risk. Appraisal Risk: The borrowers are awarded risk grades and only eligible borrowers are financed. Besides continuous training of employees through digital media, Credit officers are imparted on the job and class room training on a continuous basis. Credit appraisal processes are being reviewed regularly by Credit Monitoring teams and credit auditors and more risk filters are added whenever necessary. Collection risk: As the gold ornaments are liquid, collection in gold portfolio attaches minimal risks. We have developed a team of trained Relationship Managers and sales staff for continuous engagement with the borrowers under verticals like Micro Finance, Vehicle Finance, Housing loans, Micro loans etc. to ensure timely payment of their dues. Collection efficiency of verticals are being monitored closely by the Senior Management. Concentration risk: As on 31 March 2025, our gold loan portfolio is 62.43% of the total AUM (Asset Under Management). Gold loans are granted against liquid securities for short period which substantially insulates from credit risk and liquidity risk. We have already diversified into Home Finance, Commercial Vehicles, Microfinance and budget to grow the new verticals so as to contain our exposure to gold to 50% of the total AUM in ten years. Our geographical presence is largely in the southern India. We are now giving thrust for opening new branches in north and north eastern states which have high growth potentials. A geographical exposure limit will be fixed when operations of the new branches are stabilised. The credit risk management policy of the Group seeks to have following controls and key metrics that allows credit risks to be identified, assessed, monitored and reported in a timely and efficient manner in compliance with regulatory requirements. - Standardiz e the process of identifying new risks and designing appropriate controls for these risks - Maintain an appropriat e credit administration and loan review system - Establish metrics for portfolio monitoring - Minimize l osses due to defaults or untimely payments by borrowers - Design appropriat e credit risk mitigation techniques In order to mitigate the impact of credit risk in the future profitability, the Group makes reserves basis the expected credit loss (ECL) model for the outstanding loans as balance sheet date. The below discussion describes the Group’s approach for assessing impairment as stated in the Material accounting policies. The Group considers a financial instrument defaulted and therefore Stage 3 (credit impaired) for ECL calculations in all cases when the borrower becomes 90 days past due on its contractual payments. As a part of a qualitative assessment of whether a customer is in default, the Group also considers a variety of instances that may indicate unlikeness to pay. When such events occur, the Group carefully considers whether the event should result in treating the customer as defaulted and therefore assessed as Stage 3 for ECL calculations on whether Stage 2 is appropriate. Exposure at Default (EAD) The outstanding balance at the reporting date (adjusted for subsequent realisations in the case of Gold Loan), is considered as EAD by the Group. Considering that the PD determined above factors in amount at default, there is no separate requirement to estimate EAD.
Page 421
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 389 The Group uses historical information where available to determine PD. Considering the different products and schemes, the Group has bifurcated its loan portfolio into various pools. For certain pools where historical information is available, the PD is calculated using Incremental NPA approach considering fresh slippage of past 6 years. For those pools where historical information is not available, the PD default rates as stated by external reporting agencies is considered. While estimating the expected credit loss, the Group reviews macro-economic developments occurring in the economy and the market it operates in. Forward looking information is considered in addition to historical default rates to assess the probability of default for Stage 1 and Stage 2 of Loan contracts since it’s initial recognition and its measurement of ECL. Accordingly, the Group has assessed that the macro-economic variables that may impact credit risk are GDP growth, Interest and Inflation rates, Unemployment rates etc. Post management overlay, the PD percentages are mentioned below: A) Manappuram Financ e Limited Pools 31st March, 2025 31st March, 2024 Stage I Stage II* Stage III Stage I Stage II Stage III 1) Gold L oan-Normal risk** 11.18% 11.18% 100.00% 12.97% 12.97% 100.00% 2) Vehicl e Loan CV 6.5 1% 16.78% 100.00% 6.06% 14.63% 100.00% BUS 9.0 8% 19.38% 100.00% 8.92% 17.02% 100.00% FE 5.52% 18.12% 100.00% 3.79% 13.89% 100.00% CAR/ AUTO 4.59% 13.65% 100.00% 4.10% 11.12% 100.00% TW 8. 68% 14.23% 100.00% 7.55% 12.31% 100.00% 3) SME Loan 6.4 7% 6.76% 100.00% 5.68% 14.48% 100.00% 4) Other v erticals 5.20% 20.68% 100.00% 3.50% 15.83% 100.00% 5) Other verticals (unsecured) 5.20% 20.68% 100.00% 3.50% 15.83% 100.00% 6) Onlending, Corporate Finance and Project and Industrial Finance Loan, external ratings or internal evaluation with a management overlay for each customer. 7) Personal Loans and other verticals, external ratings or internal evaluation with a management overlay for each customer industry segment. * Excluding restructured loans, where in Vehicle loan Stage II restructured loans for CV -80% ,BUS -75% and CAR - 60% as at March 31, 2024. ** Ex cludes portfolio where PD has been considered at 100% In case of Gold loans, incremental NPA is considered after taking into account auctions during the year since such cases are auctioned and total dues are recovered even before the account turns NPA. B) Asirvad Micr o Finance Limited Pools 31st March, 2025 31st March, 2024 Stage I Stage II Stage III Stage I Stage II Stage III 1) Micro Financ e Loans 3.85% 28.36% 100.00% 2.01% 12.42% 100.00% 2) MSME loans 13.38% 27.70% 100.00% 0.40% 0.40% 10.00%
Page 422
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 390 C) Manappuram Home Financ e Limited Pools 31st March, 2025 31st March, 2024 Stage I Stage II Stage III Stage I Stage II Stage III 1) Construction 1. 71% 11.38% 100.00% 1.26% 12.20% 100.00% 2) Ready to use House 2.88% 18.52% 100.00% 2.71% 21.03% 100.00% 3) Home Impro vement 2.29% 14.97% 100.00% 1.09% 7.92% 100.00% 4) Home Extension 2. 11% 13.88% 100.00% 1.45% 15.86% 100.00% 5) Balance T ransfer & Top-Up 3.01% 19.24% 100.00% 2.79% 21.50% 100.00% 6) LAP 2.22% 14.56% 100.00% 1.58% 14.12% 100.00% * Average PD of schemes Loss Given Default The Group determines its recovery rates by analysing the recovery trends over different periods of time after a loan has defaulted. Based on its analysis of historical trends, homogenous nature of the loans etc, the Group has assessed that significant recoveries happen in the year in which default has occurred. Recoveries from all the phases like normal collections, auction collections, repossession sale as well as expected realization from collateral are considered while computing the LGD rates for each loan portfolio. For different stages such as stage 1,stage 2 & stage 3 portfolios, we are applying same LGD rate except in case of loss assets and unsecured loans in stage 3 which is at 100%. A) Manappuram Financ e Limited Pools Mar-25 Mar-24 1) Gold L oan* 3.76% 2.94% 2) Vehicl e Loan CV 13.22% 15. 79% BUS 13. 77% 16.22% FE 20 .91% 13.73% CAR/ AUTO 17.11% 9.98% TW 20 .05% 22.65% 3) SME Loan 26.55% 27 .18% 4) Onl ending 60% 60% 5) Corporat e Finance 100% 100% 6) Project Industry Financ e (PIF) 50% 50% 7) Other V erticals 2.39% 7.22% 8) Other V erticals (unsecured) 82.94% 73.62% *In case of Gold Loan the Loan To Value(LTV), at the time of disbursement is below 75% (As per the RBI norms) and the remaining value (25%) of asset held by the company acts as a margin of safety , protecting the company against volatility in asset price.LTV is one of the factor for gradation of risk. Also it reflects in the fixing of interest rates of each type of loans/ schemes. Normally fixing higher interest rate for loans having higher LTV% and vice versa. B) Asirvad Micro Finance Limited Pools 31st March, 2025 31st March, 2024 Stage I Stage II Stage III Stage I Stage II Stage III 1) Micro Financ e Loans 66.70% 66.70% 66.70% 63.50% 63.50% 63.50% 2) SME loans 0.0 0% 0.00% 100.00% 0.00% 0.00% 100.00% 3) MSME loans 10 .53% 10.53% 10.53% 100.00% 100.00% 100.00%
Page 423
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 391 C) Manappuram Home Financ e Limited Portfolio* Mar-25 Mar-24 1) Construction 16. 66% 17.08% 2) Ready to use House 18.9 7% 17.08% 3) Home Impro vement 20.01% 17.08% 4) Home Extension 15. 12% 17.08% 5) Balance T ransfer & Top-Up 17.08% 17.08% 6) LAP Above 10 lakhs 12.43% 17.08% 7) LAP- Upt o 10 Lakhs 13.59% 17.08% *From the current year onwards, LGD for ECL computation is determined on a scheme-wise basis. LGD Rates have been computed internally based on the discounted recoveries in NPA accounts that are closed/ written off/ repossessed and upgraded during the year. LGD rates for SME, Onlending and other loans is considered based on proxy FIRB rates for secured loans. In estimating LGD, the Group reviews macro-economic developments taking place in the economy. Based on internal evaluation, Group has provided a management overlay in LGD computed for Vehicle and SME portfolios. The Group has applied management overlays to the ECL Model to consider the impact of the Covid-19 pandemic on the provision. The adjustment to the probability of default has been assessed considering the likelihood of increased credit risk and consequential default due to the pandemic. The impact on collateral values is also assessed for determination of adjustment to the loss given default and reasonable haircuts are applied wherever necessary. Days past due has been computed after excluding the moratorium as specified in various RBI circulars, for the aforesaid classification into Stage I, Stage II and Stage III loans. As per the RBI guidelines , the ECL policy has been approved by Audit Committee and the Board. Modifications to the ECL model, if any, is approved by the Board. As part of the management overlays, as per the approved ECL policy, the management has adjusted the underlying PD as mentioned above and in case of corporate loan by downgrading the ratings to one level lower) and LGD as computed by ECL Model as mentioned above depending on the nature of the portfolio/borrower, the management’s estimate of the future stress and risk and available market information. Refer note 7 to the consolidated financial statements. Asset & Liability management Disclosures as required in Annex VII of RBI notification - RBI/DoR/2023-24/106 DoR.FIN.REC.No.45/03.10.119/2023-24 dated October 19, 2023 ‘Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023’, as amended from time to time to the extent applicable. Asset and Liability Management (ALM) is defined as the practice of managing risks arising due to mismatches in the asset and liabilities. Group’s funding consists of both long term as well as short term sources with different maturity patterns and varying interest rates. On the other hand, the asset book also comprises of loans of different duration and interest rates. Maturity mismatches are therefore common and has an impact on the liquidity and profitability of the group. It is necessary for Group to monitor and manage the assets and liabilities in such a manner to minimize mismatches and keep them within reasonable limits. The objective of this policy is to create an institutional mechanism to compute and monitor periodically the maturity pattern of the various liabilities and assets of Group to (a) ascertain in percentage terms the nature and extent of mismatch in different maturity buckets, especially the 1-30/31days bucket, which would indicate the structural liquidity (b) the extent and nature of cumulative mismatch in different buckets indicative of short term dynamic liquidity and (c) the residual maturity pattern of repricing of assets and liabilities which would show the likely impact of movement of interest rate in either direction on profitability. This policy will guide the ALM system in Group. The scope of ALM function can be described as follows: - Liquidity risk management - Management of mark et risks - Other s
Page 424
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 392 Liquidity Risk Liquidity risk refers to the risk that the Group may not meet its financial obligations. Liquidity risk arises due to the unavailability of adequate funds at an appropriate cost or tenure. The objective of liquidity risk management, is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Group consistently generates sufficient cash flows from operating and financial activities to meet its financial obligations as and when they fall due. Our resource mobilisation team sources funds from multiple sources, including from banks, financial institutions and capital markets to maintain a healthy mix of sources. The resource mobilisation team is responsible for diversifying fund raising sources, managing interest rate risks and maintaining a strong relationship with banks, financial institutions, mutual funds, insurance companies, other domestic and foreign financial institutions and rating agencies to ensure the liquidity risk is well addressed. The table below provide details regarding the contractual maturities of significant financial assets and liabilities as on:- Maturity pattern of assets and liabilities as on 31 March 2025: Particulars 0 to 7 days 8 to 14 days Over 14 days to one month Over one month to 2 months Over 2 months to 3 months Over 3 Months upto 6 months Over 6 Months upto 1 year Over 1 year upto 3 years Over 3 years upto 5 years Over 5 years Total Borrowings 2,098.64 3,874.98 7,896.83 27,132.29 24,610.62 40,208.18 64,011.46 72,008.32 18,523.76 4,312.24 2,64,677.34 Foreign Currency Term Loan - - - - - - 518.38 22,410.49 2,496.00 - 25,424.86 Debt Security - - 993.09 798.26 1,967.68 6,706.29 4,307.75 9,531.62 16,670.68 20,960.68 61,936.04 Subordinated Debts - - - - - - - - - - - Interest Payable 3.65 59.15 16.19 147.95 1.77 82.30 74.59 - - - 385.58 Securitisation - - 223.36 306.23 108.30 251.57 373.43 526.69 - - 1,789.58 Advances 3,661.99 3,214.48 9,084.86 28,341.41 19,819.19 42,802.45 2,24,142.58 58,065.21 24,858.95 8,507.69 4,22,498.81 Investments 2,069.66 2.26 5.17 39.88 1,616.22 29.71 1,564.53 325.85 235.82 1,988.24 7,877.34 Maturity pattern of assets and liabilities as on 31 March 2024: Particulars 0 to 7 days 8 to 14 days Over 14 days to one month Over one month to 2 months Over 2 months to 3 months Over 3 Months upto 6 months Over 6 Months upto 1 year Over 1 year upto 3 years Over 3 years upto 5 years Over 5 years Total Borrowings 2,337.49 3,247.84 4,237.89 18,419.32 46,230.95 44,347.61 50,882.90 74,468.08 16,894.92 3,112.39 2,64,179.38 Foreign Currency Term Loan - - - - 909.10 909.10 2,234.10 5,045.93 2,972.08 - 12,070.31 Debt Security 2.09 - 1,057.72 971.90 8,357.10 5,429.71 8,396.44 12,502.71 3,000.00 12,082.38 51,800.04 Subordinated Debts - - - - - - - - - - - Securitisation - - 390.91 417.43 426.28 889.11 1,147.53 348.34 - - 3,619.59 Advances 1,935.31 1,928.09 6,362.25 28,271.46 19,693.61 52,151.16 1,98,789.51 71,433.15 20,854.56 8,056.57 4,09,475.67 Investments 1,948.73 - - 30.90 23.49 - 59.97 3,196.02 120.00 1,884.24 7,263.36 *Amount represents net balance after the adjustments on account of Indian Accounting Standards. Market Risk Market Risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate because of changes in market factor. Such changes in the values of financial instruments may result from changes in the interest rates, credit, liquidity, and other market changes. The Group is exposed to three types of market risk as follows: Foreign Exchange Risk (Forex Risk) Forex risk is a risk that exists when a financial transaction is denominated in a currency other than the domestic currency of the Group. Any appreciation /depreciation of the base currency or the depreciation/appreciation of the denominated currency will affect the cash flows emanating from that transaction. Group has fully hedged the forex risk by derivative instruments.
Page 425
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 393 Interest Rate Risk Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. We are subject to interest rate risk, principally because we lend to clients at fixed interest rates and for periods that may differ from our funding sources, while our borrowings are at both fixed and variable interest rates for different periods. We assess and manage our interest rate risk by managing our assets and liabilities. Our Asset Liability Management Committee evaluates asset liability management, and ensures that all significant mismatches, if any, are being managed appropriately. The Group has Board Approved Asset Liability Management (ALM) policy for managing interest rate risk and policy for determining the interest rate to be charged on the loans given. Price Risk The Group’s exposure to price risk is not material. The drop in gold prices is unlikely to have a significant impact on asset quality of the Group since the disbursement LTV is below 75% and average portfolio LTV as on the reporting period was 62% to 65% only. However the sustained decrease in market price may cause for decrease in the size of our Gold Loan Portfolio and the interest income. Management monitors the gold prices and other loans on regular basis. Operational and business risk Operational risk is the risk of loss arising from systems failure, human error, fraud or external events. When controls fail to operate effectively, operational risks can cause damage to reputation, have legal or regulatory implications, or lead to financial loss. The Group cannot expect to eliminate all operational risks, but it endeavours to manage these risks through a control framework and by monitoring and responding to potential risks. Controls include effective segregation of duties, access, authorisation and reconciliation procedures, staff education and assessment processes, such as the use of internal audit. Risk Management Committee comprising representatives of the Senior Management, reviews matters relating to operational and business risk, including corrective and remedial actions as regards people and processes. Note 50: Details of Financial Assets sold to Securitisation Company Disclosure for securitisation as per RBI guidelines on Securitisation RBI/DOR/2021-22/85 DOR.STR REC.53/21.04.177/2021-22 dated September 24, 2021 and updated on December 05, 2022 the details of securitisation are given below: Manappuram Finance Limited Particulars 31st March, 2025 31st March, 2024 Total number of loan assets securitized during the year - 2,684 Book value of loan assets securitized during the year - 1,091.35 Sale consideration received during the year - 982.22 Vehicle Loans Subordinated as Credit Enhancement on Assets Derecognised - - Gain / (loss) on the securitization transaction recognised in P&L - - Gain / (loss) on the securitization transactions deferred - - Quantum of Credit Enhancement provided on the transactions in the form of deposits - 109.14 Quantum of Credit Enhancement as at year end - 109.14 Interest spread Recognised in the Statement of Profit and Loss during the Year - 9.34%
Page 426
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 394 Asirvad Micro Finance Limited Particulars 31st March, 2025 31st March, 2024 (i) No of SPV s sponsored by the NBFC for securitisation transactions a. Through Dir ect assignment 33 37 b. Through P TC 4 6 Total 37 43 (ii) Total amount of securitised assets as per books of the SPVs Sponsored a. Through Dir ect assignment 5,570.60 12,177.51 b. Through Pass thr ough Certificates 2,207.04 4,203.31 Total 7,777.64 16,380.83 (iii) Total amount of exposures retained by the NBFC to comply with MRR as on the date of Balance sheet - - a) Off-balanc e sheet exposures Fir st loss a. Direct Assignment - - b. Pass through Certificat es - - - Others - - b) On-balance sheet e xposures - First loss a. Direct Assignment 620.39 1,352.39 b . Pass thr ough Certificates - - - Others - - (iv) Amount of e xposures to securitisation transactions Other than MRR - - a) Off-balanc e sheet exposures - - i) Exposure t o own securitizations - - Fir st loss - - a ) Direct Assignment - - b ) Pass Thr ough certificates - - L oss - - ii) Exposure t o third party securitisations - - Fir st loss - - Other s - - b) On-balance sheet e xposures - - i) Exposure t o own securitisations - - Fir st loss - - Other s - - ii) Exposure t o third party securitisations - - Fir st loss - - Other s - -
Page 427
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 395 Details of Financial Assets sold to Securitisation Company Particulars 31st March, 2025 31st March, 2024 Total number of loan assets securitized during the year 1,60,053 7,22,255 a. Through Dir ect assignment (no. of accounts) 1,11,168.00 5,78,232.00 b. Through P TC (no. of accounts) 48,885.00 1,44,023.00 Book value of loan assets securitized during the year 6,758.03 26,578.28 a. Through Dir ect assignment 4,546.81 21,237.21 b. Through P TC 2,211.23 5,341.07 Sale consideration received during the year 6,049.17 23,829.91 a. Through Dir ect assignment 4,092.13 19,113.48 b. Through P TC 1,957.05 4,716.43 MFI Loans Subordinated as Credit Enhancement on Assets Derecognised 708.86 2,748.36 a. Through Dir ect assignment 454.68 2,123.72 b. Through P TC 254.18 624.64 Gain / (loss) on the securitization transaction recognised in P&L 914.05 1,425.00 a. Through Dir ect assignment 914.05 1,425.00 b. Through P TC - - Gain / (loss) on the securitization transactions deferred - - a. Through Dir ect assignment - - b. Through P TC - - Quantum of Credit Enhancement provided on the transactions in the form of deposits 149.28 201.84 a. Through Dir ect assignment - - b. Through P TC 149.28 201.84 Quantum of Credit Enhancement as at year end 891.42 2,771.96 a. Through Dir ect assignment 454.68 2,123.72 b. Through P TC 436.74 648.24 Interest spread Recognised in the Statement of Profit and Loss during the Year 914.05 1,425.00 a. Through Dir ect assignment 914.05 1,425.00 b. Through P TC - - Details of assignment transactions Disclosure for direct assignment as per RBI guidelines on Securitisation RBI/DOR/2021-22/86 DOR.STR. REC.51/21.04.048/2021-22 dated September 24, 2021 and updated on December 28, 2023 the details of Transfer of Loan Exposure are given below: Manappuram Finance Limited Particulars 31st March, 2025 31st March, 2024 (i) Number of Accounts 10,101 10,079 (ii) Aggregat e value (net of provisions) of accounts sold 7,567.88 6,678.75 (iii) Aggregat e consideration 6,811.09 6,010.88 (iv) Aggregat e consideration realized in respect of accounts transferred in earlier years - - (v) Aggregat e gain / loss over net book value 465.01 576.21
Page 428
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 396 Asirvad Micro Finance Limited Particulars 31st March, 2025 31st March, 2024 (i) Number of Accounts 111,168 578,232 (ii) Aggregat e value (net of provisions) of accounts sold 4,546.81 21,020.19 (iii) Aggregat e consideration 4,092.13 19,113.48 (iv) Aggregat e consideration realized in respect of accounts transferred in earlier years - - (v) Credit Enhanc ement as at the end of the year 454.68 2,123.72 (vi) Aggr egate gain / loss over net book value ( As Per Ind AS) 914.05 1,425.00 Details of stressed loans transferred to ARC Manappuram Home Finance Limited Particulars 31st March, 2025 31st March, 2024 To ARCs To ARCs No. of accounts 969 482 Aggregate principal outstanding of loans transferred 487.03 332.90 Weighted average residual tenor of the loans transferred 95.97 141.15 Net book value of loans transferred (at the time of transfer) 340.09 223.38 Aggregate Consideration 389.60 249.68 Additional consideration realized in respect of accounts transferred in earlier years - - Aggregate gain/(loss) over net book value (97.43) (83.23) Asirvad Micro Finance Limited Particulars 31st March, 2025 31st March, 2024 (i) No of Accounts 88,172 1,24,545 (ii) Aggregat e principal outstanding of loans transferred 2,000.36 2,952.59 (iii) Weight ed average residual tenure of the loans transferred (Months) 11.80 9.49 (iv) Net book v alue of loans transferred (At the time of transfer) 1,076.18 1,636.05 (v) Aggregat e consideration 850.00 1,464.50 (vi) Additional c onsideration realised in respect of accounts transferred in earlier years - - (vii) Inv estment in Security Reciepts (SR) 739.00 1,266.91 Note 51: Segment reporting Particulars Year Ended 31st March, 2025 31st March, 2024 1 Segment revenue Gold loan and others 73,064.93 61,881.46 Microfinance 27,343.90 27,319.43 Total Segment revenue 1,00,408.83 89,200.89 2 Segment results (Profit before tax) Gold loan and others 24,766.36 23,378.81 Microfinance (8,110.05) 6,216.37 Total Segment results 16,656.31 29,595.18 3 Segment assets Gold loan and others 4,04,367.48 3,42,374.23 Microfinance 87,679.45 1,25,104.79 Total Segment assets 4,92,046.93 4,67,479.02 4 Segment liabilities Gold loan and others 2,95,026.42 2,48,095.43 Microfinance 72,531.86 1,03,613.80 Total Segment liabilities 3,67,558.28 3,51,709.23
Page 429
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 397 Disclosures as required in Annex VII of RBI notification - RBI/DoR/2023-24/106 DoR.FIN.REC.No.45/03.10.119/2023- 24 dated October 19, 2023 ‘Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023’ , as amended from time to time to the extent applicable. Note 52: Exposure As at 31 March 2025, the Group has recognised net Market to Market (MTM) Gain of ` 463.94 Mn (31 March 2024 ` 53.09 Mn) relating to derivative contracts entered to hedge the foreign currency risk of future interest payment on fixed rate foreign currency denominated bond and foreign currency term loan, repayment of fixed rate foreign currency denominated bond and loans designated as cash flow hedges, in Hedging Reserve Account as part of the Shareholders’ funds. Refer to Note no. 19 ‘ Derivative Financial Instruments’. Details of outstanding derivative contracts as at the year end. Type of Derivatives March 31, 2025 March 31, 2024 No of contracts Value (USD)/EURO No of contracts Value (USD)/EURO Forward Contracts entered into hedge the currency risk of future interest payments 8 36,24,60,104 5 4,38,47,823 Cross currency with interest rate (USD) 1 90,00,000 1 1,20,00,000 Currency Swaps 6 29,70,00,000 3 10,00,00,000 Type of Derivatives March 31, 2025 March 31, 2024 No of contracts Value ` In million No of contracts Value ` In million Forward Contracts entered into hedge the currency risk of future interest payments (in USD) 8 30,278.10 5 3,657.13 Cross currency with interest rate (USD) 1 770.23 1 1,000.49 Currency Swaps 6 25,246.58 3 8,340.50 Disclosure required as per RBI Forward rate agreement / Interest rate swap Particulars March 31, 2025 March 31, 2024 i) The notional principal of swap agreements 26,016.81 9,340.99 ii) The notional principal of forward rate agreements 30,278.10 3,657.13 iii) Losses which w ould be incurred if counterparties failed to fulfil their obligations under the agreements. 111.82 135.67 iv) Collater al required by the NBFC upon entering into swaps 3,750.00 2,600.00 v) Concentr ation of credit risk arising from the swap - - vi) The fair value of the swap agreements 220.35 17.12 vii) The fair value of the forward rate agreements 192.65 8.33
Page 430
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 398 Disclosure required as per RBI Exchange Traded interest rate (IR) derivatives : NIL Disclosures on risk exposure of derivatives Qualitative disclosures The Company has a Board approved policy in dealing with derivative transactions. Derivative transaction consists of hedging of foreign exchange transactions, which includes interest rate and currency swaps, interest rate options and forwards. The Company undertakes forward contracts for hedging on-balance sheet assets and liabilities. Such outstanding derivative transactions are accounted on accrual basis over the life of the underlying instrument. The Finance Resource Committee and Risk Management Committee closely monitors such transactions and reviews the risks involved. Particulars 31 March 2025 31 March 2024 Swaps Forward Agreements Swaps Forward Agreements i) Deriv atives (Notional principal amount) For Hedging 26,016.81 30,278.10 9,340.99 3,657.13 ii) Marked t o Market Positions - - - - a) Asset (+) 220.35 192. 65 17.12 8.33 b) Liability (-) - - - - iii) Credit Exposur e - - - - iv) Unhedged Exposure - - - - Note 53:Disclosure as per amended Schedule III to the Companies Act,2013 Note 53A: Disclosure on the following matters required under Schedule III as amended not being or applicable in case of the company, same are not covered such as a) No proceedings have been initiated or are pending against the Group for holding any Benami property under the Benami Pr operty (Prohibition) Act ,1988 (45 of 1988)and the rules made thereunder. b) The Group has not been declar ed wilful defaulter by any bank or financial institution or government or any government authority. c) No registr ation or satisfaction of charges are pending to be filed with ROC except for few instances where delay was not beyond 30 days. d) The Group has not ent ered into any scheme of arrangement. e) There ar e no transactions which have not been recorded in the books. f) The Group has not tr aded or invested in crypto currency or virtual currency during the financial year. Note 53B:Utilisation of Borrowed funds or share premium (i) No funds hav e been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies),including foreign entities(“Intermediaries”), with the understanding,whether recorded in writing or otherwise,that the Intermediary shall,whether, directly or indirectly lend to or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. (ii) No funds have been received by the Company from any person(s) or entity(ies),including foreign entities (“Funding Parties”), with the understanding,whether recorded in writing or otherwise,that the Company shall,whether, directly or indirectly lend to or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
Page 431
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 399 Note 53C:Relationship with struck off companies The Group has not entered in to any transactions during the year with the companies struck off under section 248 of Companies Act, 2013. Note 54D: Breaches in terms of covenants in respect of loans availed by the NBFC or debt securities issued by the NBFC including incidence/s of default. There were instances of breaches of covenant in respect of loan availed or debt securities issued by two subsidiaries namely Asirvad Micro Finance Limited and Manappuram Home Finance Limited during the financial year ended March 31,2025 and March 31, 2024. Note 54. Disclosure for Loans to Directors, Senior Officers and Relatives of Directors as required as per Annex XI of RBI notification - RBI/DoR/2023-24/106 DoR.FIN.REC.No.45/03.10.119/2023-24 dated October 19, 2023 ‘Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023’ , as amended from time to time to the extent applicable. Particulars As at 31-03-2025 % of total loans and advances in the nature of loans As at 31-03-2024 % of total loans and advances in the nature of loans Directors and their relatives - - - - Entities associated with directors and their relatives - - - - KMPs - - - - Senior Officers and their relatives - - - - During the year the Group has not granted any loans or advances to its Directors, Senior Officers and Relatives of Directors except as disclosed in the standalone financial statements of the Holding Company. Note 55:Fraud i) Instances of fraud for the year ended March 31, 2025 Nature of fraud No. Of Cases Amount of Fraud Recovery Fraud Committed by employees 557 202.88 49.78 Fraud Committed by customers and outsiders 110 462.04 47.21 667 664.92 96.99 Instances of fraud for the year ended 31st March, 2024 Nature of fraud No. Of Cases Amount of Fraud Recovery Fraud Committed by employees 197 406.95 142.38 Fraud Committed by customers and outsiders 91 27.28 8.31 288 434.23 150.69 ii) On Jul y 26, 2024, the Company was informed by its Subsidiary, namely Manappuram Comptech and Consultants Ltd (“MACOM”), providing IT Support Services to the Company, of instances of embezzlement of funds of the Company to the extent of approximately `197.77 millions through unauthorised access. 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 `197.77 millions as determined during the preliminary findings. Considering that an employee of MACOM was involved in the embezzlement of funds, the Company has submitted a recovery plan to MACOM for `197.77 millions, which had been approved by the Board of Directors 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.
Page 432
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Annual Report 2 0 2 4 - 2 5 400 Note 56: Goodwill on consolidation Goodwill on consolidation represents the excess purchase consideration paid over value of net assets of acquired subsidiaries on the date of such acquisition. Such goodwill is tested for impairment annually or more frequently, if there are indicators for impairment. The Management does not foresee any risk of impairment on the carrying value of goodwill as at 31 March 2025. Note 57: Disclosure on modified opinion,If any,expressed by auditors,its impact on various financial items and views of management on audit qualifications The auditors have expressed an unmodified opinion on the consolidated financial statements of the Company for the financial years ended March 31, 2025 and March 31, 2024. Note 58: Disclosure of penalties imposed and Regulatory Action by RBI and other regulators i) Manappuram Financ e Limited. a) Imposed by BSE and NSE during the year ended Mar ch 31 2025 is ` 3,11,520/- and during the year ended March 31 2024 is `34,220/-. b) Penalty amount ed to ` 61,50,000/- have been imposed by RBI during the year ended March 31,2025 and during the year ended March 31,2024 is `62,78,000/-. ii) (a) Asirvad Micr o Finance Limited-Penalties Regulator Reason Amount (in Rupees) RBI Regulatory Non Compliance 6,20,000 iii) (b) Asirvad Micro Finance Limited -Regulatory Action On October 17, 2024, the Reserve Bank of India (RBI), under section 45L(1)(b) of the Reserve Bank of India Act 1934, imposed supervisory restrictions on Asirvad Micro Finance Limited, a subsidiary company, based on certain concerns observed by them during the onsite inspection at the Company with reference to financial position as on March 31, 2024. Consequently, RBI directed the subsidiary company to cease and desist from sanction or disbursal of loans with effective from October 21, 2024. However, the company is permitted to continue servicing its existing customers and carry out collection and recovery processes in accordance with the extent regulatory guidelines. The Board of Directors of the subsidiary company has thoroughly reviewed the implications of these instructions and formed a team to implement corrective actions and revise policies and procedures as needed. Management of the subsidiary company is confident that these actions will address and resolve all issues raised by the RBI. The subsidiary company remains committed to adhering to the highest standards of compliance with RBI regulations, in both letter and spirit. The Group has conducted a thorough assessment of its status as a going concern and does not visualise any challenges : 1. The subsidiary company has adequat e funds to support its operational expenses and repayment obligations for the next 12 (twelve) months 2. Cost Control: Identified and in the pr ocess of implementing Cost control measures, including the reduction of major discretionary expenditures. These actions will ensur e that the subsidiary company’s projected cash flow over the next 12 (twelve) months will be adequate to meet its financial obligations, maintaining robust capital adequacy and to gradually restore its financial resilience. The Group is confident of resolving all issues raised by the RBI and has prepared the financial results of the subsidiary company on a going concern basis. The business restrictions that were imposed by RBI vide their order dated October 17, 2024 on Asirvad Micro Finance Limited, a subsidiary, have been lifted vide their order dated January 08, 2025.
Page 433
Notes to Consolidated Financial Statements for the Year ended 31st March, 2025 (All amounts ar e in millions, unless otherwise stated) Consolidated CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 401 Note 59: Disclosure on Investor Education and Protection Fund During the year ended 31 March 2025, the Group has transferred requisite amount representing unclaimed dividends and unpaid NCD to the Investor Education and Protection Fund, in accordance with the provisions of Section 124(5) of the Companies Act, 2013. During the year, the Holding Company had initiated the process of transferring amounts pertaining to Unpaid Dividend to the Investor Education and Protection Fund (IEPF) well before due date. But due to technical glitches in MCA portal and change over from V2 version to V3 version, process got delayed and had filed the e-form IEPF – 1 with MCA after due date which was beyond the control of Company. Due care has been taken in filing e-form with MCA within due date. Note 60: Audit Trail The Group uses accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year (at application level and at database level) for all relevant transactions recorded in the software. Further, the audit trail has been preseved by the Company as per statutory requirements for record retention. Note 61: Undisclosed income There are no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961). Note 62: Disclosure on Long Tem Contracts The company did not have any long-term contracts including derivative contracts for which there were any material foresseeable losses. Note 63: Previous year figures Previous year figures have been regrouped/reclassified, where necessary, to confirm current year’s classification. There are no significant regroupings/reclassifications for the year under audit As per our Report of even date For KKC & Associates LLP For and on behalf of the Board of Directors Chartered Accountants (formerly Khimji Kunverji & Co LLP) ICAI Firm Registration No: 105146W/W100621 Sd/- Sd/- Sd/- Soor ej Kombaht V. P. Nandakumar Dr. Sumitha Nandan Partner Managing Direct or & CEO Whole Time Director Membership No: 164366 DIN: 00044512 DIN:03625120 Plac e :Valapad For Chokshi & Chokshi LLP Chartered Accountants ICAI Firm Registration No: 101872W/W100045 Sd/- Sd/- Sd/- Vineet Sax ena Bindu A. L Manoj Kumar V. R Partner Chief Financial Officer Company Secretary Member ship No:100770 Place: Mumbai Place: V alapad Date: May 09, 2025 Date: May 09 , 2025
Page 434
Annual Report 2 0 2 4 - 2 5 402 FORM AOC- 1 (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2O14) Statement containing salient features of the financial statement of subsidiaries or associate companies or Joint ventures PART A Subsidiaries (Information in respect of each subsidiary to be presented with amounts in `) (All Amounts are in millions) Name of Subsidiary Asirvad Micro Finance Limited Manappuram Home Finance Limited Manappuram Insurance Brokers Limited Manappuram Comptech And Consultants Ltd 1 The date since when Subsidiary was acquired 12/02/2015 12/03/2014 1/1/2016 30/03/2019 2 Reporting period 01-04-2024 to 31-03-2025 01-04-2024 to 31-03-2025 01-04-2024 to 31-03-2025 01-04-2024 to 31-03-2025 3 Reporting currency Rupees Rupees Rupees Rupees 4 Share Capital 2,002.83 2,500.00 15.7 52.70 5 Reserves and Surplus 13,144.75 778.69 1115.03 106.85 6 Total Assets 87,679.44 19,516.11 1152.37 394.11 7 Total Liabilities 87,679.44 16,237.42 21.64 394.11 8 Investments 4,087.71 589.43 448.14 0.050 9 Turnover 27,054.28 3,139.09 772.37 612.34 10 Profit Before Tax (8,110.05) 294.79 701.87 (138.13) 11 Provision for Tax (1,722.89) 67.01 184.09 33.96 12 Profit After Tax (6,387.17) 227.78 517.78 (104.34) 13 Proposed Dividend Nil Nil Nil Nil 14 Extent of Shareholding 97.60% 100.00% 100.00% 99.81% 15 Latest Audited Balance sheet 31/03/2025 31/03/2025 31/03/2025 31/03/2025 Notes: The following information shall be furnished at the end of the statement: 1. Names of subsidiaries which are yet to commence operations: NIL 2. Names of subsidiaries which have been liquidated or sold during the year: NIL Statement pursuant to Section 129 (3) of the Companies Act, 2O13 related to Associate Companies and Joint Ventures Part B Associates and Joint Ventures Name of Associates or Joint Ventures Name 1 Name 2 Name 3 1. Lat est audited Balance Sheet Date 2. Dat e on which the Associate or Joint Venture was associated or acquired 3. Shar es of Associate or Joint Ventures held by the company on the year end No. Amount of Investment in Associates or Joint Venture Ext ent of Holding (in percentage) 4. Description of how there is significant influence 5. R eason why the associate/Joint venture is not consolidated 6. Net w orth attributable to shareholding as per latest audited Balance Sheet 7. Pr ofit or Loss for the year i. Consider ed in Consolidation ii. Not Consider ed in Consolidation 1. Names of associates or joint ventures which are yet to commence operations. 2. Names of associates or joint ventures which have been liquidated or sold during the year. Note: This Form is to be certified in the same manner in which the Balance Sheet is to be certified.
Page 435
Registrar and Share Transfer Agent MUFG Intime India Private Limited “Surya” 35, Mayflower Avenue, Behind Senthil Nagar, Sowripalayam Road, Coimbatore - 641028 www.in.mpms.mufg.com T: +91 422 2314792, 2539835/836, 4958995 E-mail: coimbatore@in.mpms.mufg.com Debenture Trustees Catalyst Trusteeship (Formerly known as GDA Trusteeship Limited) GDA House, Plot No. 85, Bhusari Colony Paud Road, Pune - 411038 Tel: +91 20 25280081 Fax: +91 20 25280275 E-mail: dt@ctltrustee.com Statutory Auditors (1) Chokshi & Chokshi LLP Charter ed Accountants ICAI Firm Registration No: 101872W /W100045 Ground Fl oor, Raghavji ‘B’ Bldg., Raghavji Road, Off Kemps Corner, Mumbai - 400036, India (2) KKC & Associates LLP Charter ed Accountants (formerl y Khimji Kunverji & Co LLP) ICAI Firm Registration No: 105146W /W100621 Sunshine T ower, Level 19, Senapati Bapat Marg, Elphinstone Road, Mumbai - 400013, India Secretarial Auditor KSR and Co Company Secretaries LLP No. 101, Indus Chambers, Govt. Arts College Road, Gopalapuram, Coimbatore, Tamil Nadu - 641018 Tel: 0422-2305676, 2302867 Registered Office/Corporate Office W-4/638 A, Manappuram House Valapad P.O, Thrissur - 680567, Kerala Tel: 0487-3050100-108 E-mail: cosecretary@manappuram.com Website: www.manappuram.com Corporate Office (Annexe) A-Wing, 3rd Floor, Unit No. 301 & 315 Kanakia Wall Street, Andheri Kurla Road Andheri East, Mumbai, Maharashtra - 400093 Tel: 022 266743 11 Bankers/Financial Institutions 1 Axis Bank 2 Feder al Bank 3 HDFC Bank 4 ICICI Bank 5 IDBI Bank 6 Kotak Mahindr a Bank 7 Punjab National Bank 8 South Indian Bank 9 State Bank of India 10 IndusInd Bank 11 Union Bank of India 12 Bank of Bar oda 13 RBL Bank 14 Indian Bank 15 Nabar d 16 KVB - Karur Vysya Bank 17 Yes Bank 18 Shinhan Bank 19 HSBC 20 Bank of India 21 UCO Bank 22 Karnataka Bank 23 Citi Bank 24 SMBC 25 Bandhan Bank 26 Bank of Mahar ashtra 27 DBS Bank 28 Canara Bank 29 Ujjivan Bank 30 Bajaj Finance 31 CSB Bank 32 Dhanlaxmi Bank Chairman Dr. Shailesh J Mehta Managing Director & CEO Mr. V P Nandakumar Board Members Mr. Abhijit Sen Mr. Harshan Kollara Ms. Pratima Ram Adv. V.P. Seemandini Dr. Sankaran Nair Rajagopal Mr. E.K. Bharat Bhushan Mr. T.C. Suseel Kumar Executive Director Dr. Sumitha Nandan Chief Financial Officer Ms. Bindhu A L Company Secretary & Compliance Officer Mr. Manoj Kumar V R Corporate Information
Page 436
Registered Office: W-4/638A, MANAPPURAM HOUSE VALAPAD PO, THRISSUR - 680 567, KERALA CIN NO.: L65910KL1992PLC006623 www.manappuram.com