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

Financial Highlights

Company's Performance

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

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

1. Diversification of Business

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

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

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

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

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

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

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

Our credit policies for non-gold loan segments ensure
high-quality credit underwriting through thorough credit
assessment, financial analysis, collateral evaluation, and
risk-based pricing. The credit assessment process starts
with a detailed review of the borrower's credit history,
including credit scores, payment history, outstanding
debts, and any negative marks. We then analyse financial
statements to evaluate repayment capacity, taking into

account factors like employment stability, income levels, and
debt-to-income ratios to determine the borrower's ability to
meet loan obligations comfortably. Collateral evaluation
involves assessing the value and quality of assets offered
to secure the loan, using risk-based pricing methodologies
to set appropriate interest rates and loan terms.
Higher-risk borrowers are assigned higher interest rates
to compensate for the increased likelihood of default, while
lower-risk borrowers receive favourable rates and terms.

I mproved loan underwriting policies are essential for
responsible lending, offering valuable insights for making
informed decisions on loan approvals, terms, and interest
rates. By mitigating risks, ensuring credit quality, and

adhering to regulatory requirements, our underwriting
policy creates a healthy environment for both the company
and its borrowers.

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

At MAFIL, our CRMs are integrated into various business

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

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

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

Currently, our non-Gold businesses contribute 49%
to the total AUM, with Gold Loans making up the 51%
contribution to the consolidated business. In the year
under review, our total AUM stood at ' 4,20,696 million,

compared to ' 3,54,279 million in FY2023 indicating a y-o-y

growth of 18.7%.

The Vehicle and Equipment Finance segment and the
Onlending Business reported an AUM of ' 41,109 million

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

Apart from our gold business, the non-gold businesses

contribute 48.9% to the total assets under management.

Vehicle & Equipment Finance

As of March 31, 2024, the Vehicle and Equipment
Finance (VEF) portfolio stands at approximately '41,109

million, encompassing 443 locations across 23 states.
The Commercial Vehicles and Construction Equipment
portfolio amounts to '21,013 million, with 29,725 contracts.

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

I n the financial year 2023-24, the VEF division disbursed
a cumulative amount of '31,082 million, primarily driven
by the Commercial Vehicle and Construction Equipment

segment ('14,969 million) and car finance (' 8,486 million),
followed by two-wheeler finance ('5,799 million) and other
vehicle loans (' 1,828 million).

The market sentiment towards commercial vehicles
is notably bullish, spurred by the emphasis placed

on infrastructure development in the 2023 budget.
With a significant focus on enhancing warehouse and
logistic infrastructure, there is anticipation of heightened
demand for both Small Commercial Vehicles (SCVs) and
Heavy Commercial Vehicles (HCVs). This strategic direction
aligns with our industry outlook, reflecting a promising
trajectory for our commercial vehicle offerings.

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

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

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

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

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

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

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

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

MSME and Personal Loan Business

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

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

Our range of diversified product are as follows:

1. Loans to Businesses/ Service Providers

2. Loan against Property

3. Personal Loan

4. Loans to professionals

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

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

Business Overview

Engage in providing loans ranging from ' 1 lakh to ' 50

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

Key Developments FY 2023-24

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

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

• Maintaining an average yield of 20%

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

Fee-Based Services Including Forex and Money
Transfer

Business overview

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

Key Developments, FY 2023-24

Our company offers a range of fee-based services,
including money transfer, foreign exchange, and depository
services. We facilitate quick, easy, and secure money
transfers, allowing customers to send amounts up to
' 0.05 million without the need for a bank account, subject

to compliance with RBI norms. Additionally, we assist in
currency exchange transactions permitted under the
Foreign Exchange Management Act (FEMA). Holding an
Authorized Dealer (AD) Category 2 license from the RBI,
we were also granted the license to act as the Indian Agent
for Western Union Money Transfer in December 2017.
Furthermore, we serve as sub-agents to the Indian
representatives of various companies offering inward
remittance services. Following are the highlights of our
fee-based services:

• Tie up with Five money transfer agencies for inward
remittance

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

• Turnover of MTSS business is around ' 60

Million per month

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

Payments Business

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

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

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

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

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

• UPI Integration: With UPI integration, the MAkash

wallet will become interoperable with other payment
systems across the country, anticipated by the end of
this financial year

State of Affairs of Our Subsidiaries
Asirvad Micro Finance Limited (AMFL)

Asirvad Micro Finance Limited (AMFL) a non-banking

finance company ("NBFC") - microfinance institution
("MFI") offering microfinance Loans to Low-income women,
thereby promoting inclusive growth, through servicing and
empowering an unbanked popuLation who are sociaLLy
and economically underprivileged. AMFL commenced
operations in 2008, with two branches in Tamil Nadu and
have grown to become an MFI with a pan-India presence.
In addition, AMFL offers secured Loans against Gold and
MSME Loans to small business owners and self-employed
individuals.

AMFL is one of the youngest NBFC-MFIs with a relatively
strong credit rating of CRISIL 'AA-' which emphasizes
financial resilience, and enables us to borrow at competitive
costs. Among the MFI Peer Group in India, AMFL was the
first MFI to be rated AA- by CRISIL, (Source: CRISIL Report)
highlighting legacy of financial performance. AMFL was
also the fastest MFI to receive the AA- rating, within a period
of three years. (Source: CRISIL Report) We benefit from a
large and diversified mix of lenders availed from banks,
including public sector banks, foreign banks and private
banks, as well as NBFCs and other financial institutions.

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

Manappuram Home Finance Limited (MAHOFIN)

Manappuram Home Finance Limited (MAHOFIN) is a

wholly owned subsidiary of Manappuram Finance Limited.
MAHOFIN commenced operations in January 2015,
focused on providing affordable housing loans tailored

to the needs of mid-income to low-income individuals.
Demonstrating robust performance, the housing finance
division achieved 37.77% growth in its AUM in Fiscal 2024,
reflecting a commendable Compound Annual Growth Rate
(CAGR) of 19% over the past five years. As on March 31,
2024, the AUM stood at ' 15096.82 million. With a network
of 65 branches spread across 12 states, particularly with
a significant presence in the southern region, MAHOFIN
continues to strengthen its loan portfolio. Recognizing the
growing urbanization and the emergence of tier II and
tier III cities, the Company is strategically planning to
expand its footprint to cover nearby states and locations,
further enhancing its market reach and serving a broader
customer base.

Positioned as a leading provider of affordable home
finance solutions, our targeted customers encompass
self-employed individuals from the unorganized sector and
others who face challenges in accessing credit facilities
from mainstream financial institutions. Our product
portfolio comprises two key offerings: Home Loans and
Loans Against Property. Notably, the average ticket size
for a Home Loan is approximately '0.59 million, while for
the Loans Against Property segment, it stands at about
'0.63 million. Through these tailored solutions, we aim
to empower individuals to fulfil their homeownership
aspirations and unlock the value of their properties while
ensuring accessibility and affordability for all segments
of society.

Manappuram Insurance Brokers Limited (MAIBRO)

Manappuram Insurance Brokers Limited (MAIBRO) is a

licensed Insurance Broker regulated by the Insurance
Regulatory and Development Authority of India (IRDAI).
MAIBRO commenced its operations in the year 2006. As an
IRDAI-authorized direct insurance broker for both life and
non-life insurance, our company has consistently achieved
steady growth. Our innovative and technology-driven
approach earned us a spot among the top 10 insurance
broking startups of the year 2023. This recognition
highlights the pivotal role of our groundbreaking digital
insurance platform in our success.

MaSuraksha stands as an innovative e-commerce portal
operated by Manappuram Insurance Brokers, embodying
our commitment to providing seamless and accessible

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

Our online portal facilitates access for agents (POSP),

enabling them to effectively sell diverse policies to clients
through a dedicated POSP login module. With a dedicated
customer service team available round-the-clock, we
ensure a seamless customer experience marked by
effortless purchase journeys, prompt claim support,
timely renewals, and comprehensive service assistance,
all contributing significantly to the sustained growth of
our company.

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

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

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

Continuously striving for excellence, we prioritize digitalizing
the solicitation process to drive further growth. With a
widespread network of over 11000 Point of Sales Agents
operating nationwide, we have effectively penetrated
insurance products across all segments of society.
Our commitment to our customers is evident in our support
during challenging times, with a commendable 95% claim
settlement rate, ensuring peace of mind for families in need.

Manappuram Comptech and Consultants Limited

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

2. Subsidiaries Performance

Your Company holds 97. 60 % equity shares of Asirvad Micro

Finance Limited, 100.00 % equity shares of Manappuram
Home Finance Limited, 100 % equity shares of Manappuram
Insurance Brokers Limited and 99.81% of Manappuram

Comptech and Consultants Limited as on March 31, 2024.

Asirvad Micro Finance Limited

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

by 56.33 % over the corresponding period ended March 31,

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

Manappuram Home Finance Limited

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

Manappuram Insurance Brokers Limited

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

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

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

Manappuram Comptech and Consultants Limited

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

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

3. Transfer to Reserves

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

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

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

4. Debenture Redemption Reserve

Pursuant to notification issued by Ministry of Corporate

Affairs on 16^th August, 2019 in exercise of the powers
conferred by sub-sections (1) and (2) of section 469 of the
Companies Act, 2013 (18 of 2013), the Central Government
amended the Companies (Share Capital and Debentures)
Rules, 2014.

In the principal rules, in rule 18, for sub-rule (7), the limits
with respect to adequacy of Debenture Redemption Reserve
and investment or deposits for listed companies (other than
ALL India Financial Institutions and Banking Companies
as specified in sub-clause (i)), Debenture Redemption
Reserve is not required to maintain in case of public issue
of debentures as well as privately placed debentures for
NBFCs registered with Reserve Bank of India under section
45-IA of the RBI Act, 1934.

5. Resources

The Company, as an NBFC, mobilization of resources at
optimal cost and its deployment in the most profitable and
secured manner constitutes the two important functions of
the Company. The main source of funding for the Company
continues to be credit lines from the banks and financial
institutions. Your Company as at March 31, 2024 availed
various credit facilities from 28 banks, 1 NBFC (Bajaj
Finance), NABARD, Life Insurance Corporation (LIC) and
International Finance Corporation (IFC) etc.

Management has been making continuous efforts to
broaden the resource base of the Company to maintain

its competitive edge. The next important source of funding
is the issue of Secured Redeemable Non-Convertible
Debentures (NCDs) and ECBs. In addition, the Company also

raised funds through the issue of Commercial Papers (CPs).

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

6. Management Discussion And Analysis

Management Discussion and Analysis Report is attached

and forms an integral part of the Annual Report. The report
discusses in detail the overall industry situation, economic

developments, sector-wise performance, outlook, and state
of the company's affairs.

7. Report on Corporate Governance

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

8. Business Responsibility and Sustainability Report

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

is annexed and forms part of the Annual Report.

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

The Board of Directors, to the best of their knowledge and

ability, confirm that:

i. in the preparation of the annual accounts, the
applicable accounting standards have been followed

and there is no material departures;

ii. t hey have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to

give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the

profit of the Company for that period;

iii. they have taken proper and sufficient care for
the maintenance of adequate accounting records

in accordance with the provisions of the Act for
safeguarding the assets of the Company and for

preventing and detecting fraud and other irregularities;

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

v. they have laid down internal financial controls to be
followed by the Company and such internal financial

controls are adequate and operating effectively;

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

effectively.

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, work performed by the internal, statutory and
secretarial auditors and external consultants, including
audit of internal financial controls over financial reporting
by the statutory auditors, and the reviews performed by
management and the relevant board committees, including
the audit committee, the board is of the opinion that the
Company's internal financial controls were adequate and
effective during FY 2023-24.

10. Meetings of the Board

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

11. Declaration From Independent Directors on Annual
Basis

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

12. Proficiency of Independent Directors Appointed
During the Year

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

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

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

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

13. Policy on Board Composition & Compensation

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

14. Particulars of Loans, Guarantees or Investments

The loan made, guarantee given, or security provided in the
ordinary course of its business by a NBFC registered with
the Reserve Bank of India are exempt from the applicability
of the provisions of Section 186 of the Companies Act, 2013.
As such, the particulars of loans and guarantees have not

been disclosed in this Report. For details of investments of
the Company, refer to Note no. 11 and 42 of the Standalone
Financial Statements.

15. Particulars of Contracts or Arrangement with
Related Parties

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

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

16. Dividend

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

The Dividend Distribution Policy as per the Securities and
Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 is made available on the
Company's website at the link: https://www.manappuram.
com/sites/default/files/2024-05/Dividend%20
Distribution%20policy%20Feb%2024_0%282%29.pdf

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

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

18. Risk Management Policy

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

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

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

19. Corporate Social Responsibility Policy

Corporate Social Responsibility Policy (CSR Policy)

indicating the activities to be undertaken by the Company
have been formulated by the Board of Directors based on
the recommendation of the Corporate Social Responsibility
Committee (CSR Committee). The CSR Policy may be
accessed on the Company's website at the link: https://
www.manappuram.com/sites/default/files/2024-06/
Document-29C%281%29.pdf

The Corporate Social Responsibility initiatives taken by the
Company during the financial year 2023-24 are detailed in

the Report on corporate social responsibility activities and
the same is annexed to this report as Annexure - IV.

20. Formal Annual Evaluation

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

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

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

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

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

23. Audit and Auditors Report

In compliance with the Reserve Bank of India's Guidelines
on appointment of Statutory Auditor (s) by Non-Banking
Financial Company ("NBFC") vide Circular RBI/ 2021-22/
25 Ref. No. DoS. CD.ARG/ SEC.01/ 08.91.001/ 2021-22
dated 27^th April, 2021 ("RBI Guidelines") and pursuant to
Section 139 of the Companies Act, 2013, the Members of
the Company appointed M/s. M S K A & Associates (ICAI
Firm Registration No:105047W) and M/s. S K Patodia &
Associates (ICAI Firm Registration No:112723W) as the
Joint Statutory Auditors of the Company at the 29^th Annual
General Meeting held on 10^th September, 2021 to hold
office from conclusion of the 29^th Annual General Meeting
till the conclusion of 32^nd Annual General Meeting of the
Company to conduct the audit of accounts of the Company
on such remuneration plus out of pocket expenses, if any,
as may be mutually agreed upon between the Board of
Directors of the Company and the said Joint Statutory
Auditors. The Joint Statutory Auditors holds a valid peer
review certificate as prescribed under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. The Auditors' Report to the Members for the year
under review is unmodified, i.e., it does not contain any
qualification, reservation or adverse remark or disclaimer,
and the notes annexed to the Standalone and Consolidated
financial statements referred to in the Independent Auditors'
Reports are self-explanatory and do not call for any further
comments. Further, the statutory auditors of your Company
had reported an instance of fraud that took place in the
branch of the Company to the Audit Committee and the
Board of Directors of the Company. Subsequently, the
Auditors have reported the same to the Central Government
under Section 143 (12) of the Companies Act, 2013.

Secretarial Audit

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

Secretaries LLP, to conduct a Secretarial Audit for the

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

As per Regulation 24A (1) of the SEBI (Listing Obligation

and Disclosure Requirements) 2015, the company does not
have any unlisted material subsidiaries.

Information systems Audit

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

24. Directors and Key Managerial Personnel

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

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

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

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

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

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

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

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

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

25. Share Capital

The issued, subscribed, and paid-up Equity Share Capital
as on March 31, 2024 was ' 1,692.87 million, consisting of
846,434,729 Equity Shares of the face value of ' 2 each,
fully paid-up. During the year, your company has issued

and allotted 40,000 Equity Shares of the face value of
' 2 each, fully paid-up. As on March 31, 2024, none of the

Directors of the Company holds instruments convertible
into equity shares of the Company.

Change in Nature of Business if any

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

26. Deposits

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

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

27. Compliance with NBFC Regulations

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

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

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

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

28. Compliance with Secretarial Standards of ICSI

Company has complied with Secretarial Standards-1 (SS-1)
on Board meetings and Secretarial Standards-2 (SS-2)
on General meetings issued by the Institute of Company
Secretaries of India.

29. Qualification, Adverse Remarks Reservations by
Auditors If Any

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

30. Employee Stock Option Scheme (ESOS)

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

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

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

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

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

31. Disclosure

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

32. Whistle Blower Policy and Vigil Mechanism

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

No person has been denied access to the Chairman and a
Member of the audit committee. The company has ensured
that its employees are aware of the content and procedure
of the policy and fully protected. The Whistle Blower Policy
and Vigil Mechanism may be accessed on the Company's
website at the link: https://www.manappuram.com/sites/
default/files/2024-06/whistle%20blower%20policy%20
2022%20%281%29%284%29.pdf

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

33. Extract of Annual Return

I n accordance with the provisions of Section 92(3) of the
Act, Annual return in Form-MGT - 7 has been uploaded

in the website of the Company at the link https://
www.manappuram.com/mgt-07-annual-reports

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

During FY 2023-24, our Company continued to maintain

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

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

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

The Company's internal audit department operates in-house
and performs continuous audits across various business

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

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

35. Listing with Stock Exchanges

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

36. Sexual Harassment of Women at Workplace

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

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

37. Consolidated Financial Statements

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

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

38. Credit Rating

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

Domestic Credit Ratings:

International Credit Ratings_:

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

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

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

40. Particulars of Employees and Related Disclosure

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

41. Certificate on Corporate Governance

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

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

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

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

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

44. Maintenance of Cost Records

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

45. Acknowledgement

Your directors express sincere appreciation and gratitude to the employees of the Company at all levels for their dedicated service
and commitments, to the Reserve Bank of India, Rating Agencies, Stock Exchanges, Debenture Trustees, RTA's, Depositories,
Central and State Governments and its statutory bodies for the support, guidance, and co-operation. Your directors wish to thank
the Customers, Investors, Shareholders, Debenture holders, Bankers, Auditors, Scrutinizer and other financial institutions and
other stakeholders for the wholehearted support and confidence reposed on the Company.

For and on behalf of the Board of Directors

Sd/-

Shailesh J Mehta

Place: Valapad Chairman

Date: May 24, 2024 DIN: 01633893