To
The Members of
Manappuram Finance Limited
Report on the Audit of the Standalone Financial Statements
Opinion
We have jointly audited the accompanying Standalone Financial Statements of Manappuram Finance Limited (the Company), which comprise the Standalone Balance Sheet as at 31 March 2026, 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 policies and other explanatory information (hereinafter referred to as the Standalone Financial Statements).
In our opinion and to 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 2026, and its Profit and Other Comprehensive Income, Changes in Equity and its Cash Flows for the year ended on that date.
Basis for Opinion
We conducted our joint 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 Auditors 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 ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the Standalone Financial Statements.
Key Audit Matters
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.
We have determined the matters described below to be the key audit matters to be communicated in our report.
Interest Income on Gold Loans:
Interest Income on Gold Loans for the financial year ended 31 March 2026: INR 61,382.23 million.
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 complexity of multiple schemes, judgement in EIR estimation, IT system dependency, 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 in relation to computation & recognition of interest income on gold loans and rebates provided to the customer on prompt and early re-payment.
Evaluated the IT Architecture, process flow and operating effectiveness 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 relating to interest income computation and related information used in interest computation.
For loans settled during the year, on test check basis, examined the accuracy of interest income and the rebates recognised under various gold loans schemes by performing re-computation.
For loans disbursed during the year and remaining outstanding as at the reporting date, re-computation of interest income was performed for the entire outstanding loans.
Impairment of Financial Instruments (Expected Credit Losses on Loans):
Total Gross Loans as at 31 March 2026: INR 5,62,280 million;
Impairment Provision as at 31 March 2026: INR 4,347.22 million
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 Companys 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 the key drivers to measure Impairment loss.
Further, the Company undertakes technical write-offs of certain loan exposures in accordance with its internal policy and regulatory guidelines, wherein loans are written off in the books while recovery efforts continue. Such technical write-offs involve significant judgment in determining the recoverability of exposures, including consideration of collateral realisation and recovery timelines.
Significant judgement is used in classifying loan assets and applying appropriate measurement principles. The allowance for ECL, including the impact of technical write- offs, 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.
Performed analytical procedures and test of details procedures
for testing the accuracy and completeness of revenue recognized.
Obtained the list of modifications made in the interest scheme master during the year and verified the same on test check basis.
Reconciliation of balances as per general ledger and sub-ledgers 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 appropriateness, accuracy and adequacy of related presentation and disclosures in accordance with the applicable accounting standards.
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 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 Companys accounting policy in respected of ECL provisioning in compliance with requirements of Ind AS 109 Financial Instruments
Assessed & validated 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 managements 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 Expected Credit Loss calculations as of 31 March 2026 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 for 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.
Classification of loan 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 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 probability 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, which are determined based on the expected period of realization from sale of collateral security as estimated by management.
The Company has undertaken technical write-offs of loan exposures across its portfolios during the year amounting to INR 3,898.29 million, involving derecognition of loans while continuing recovery efforts. This was considered significant due to the materiality of amounts involved and the significant management judgement in identifying accounts eligible for write-off and assessing recoverability. Further, compliance with guidelines issued by the Reserve Bank of India and the impact on Expected Credit Loss (ECL) under Ind AS 109 Financial Instruments increase the complexity. There is also an inherent risk that such write-offs may not appropriately reflect the underlying credit risk or could impact reported asset quality metrics.
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.
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 Companys 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.
Selected samples of exposure and verified the appropriateness of determining Exposure at Default (EAD), PD and LGD.
Performed an overall assessment of the ECL provision levels at each stage.
Our procedures included evaluating the Companys policy and controls over technical write-offs, testing samples for eligibility and approvals, reviewing supporting documentation and recovery efforts, and assessing consistency with ECL estimates and related disclosures.
Assessed the adequacy and appropriateness of disclosures in compliance with the Ind AS 107 in relation to ECL especially in relation to judgements used in estimation of ECL provision.
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 Companys IT systems;
Obtained a comprehensive 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 operating 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;
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.
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 for 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)
Other Information
The Companys Management and the Board of Directors are responsible for the other information. The other information comprises the information included in the Companys 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 auditors report.
Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.
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.
When we 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
The Companys Management and Board of Directors are responsible 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.
In preparing the Standalone Financial Statements, the Companys Management and the Board of Directors are responsible for assessing the Companys 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.
The Board of Directors is also responsible for overseeing the Companys financial reporting process.
Auditors responsibilities for the audit of the Standalone Financial Statements
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 auditors 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:
Identify and assess the risks of material 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.
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.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and the Board of Directors.
Conclude on the appropriateness of the Management and Board of Directors 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate 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.
We communicate 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.
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.
From 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 auditors 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.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditors 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 specified in paragraphs 3 and 4 of the Order, to the extent applicable.
As required by Section 143(3) of the Act, we report that:
We have 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.
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 19.8 below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).
The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income, the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flow dealt with by this Report are in agreement with the books of account.
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.
On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2026 from being appointed as a director in terms of Section 164(2) of the Act.
The modification relating to the maintenance of books of accounts and other matters connected therewith are as stated in the paragraph 18.2 above on reporting under Section 143(3)(b) and paragraph 19.8 below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).
With 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.
In our opinion and according 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.
With respect to the other matters to be included in the Auditors 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:
The Company has disclosed the impact of pending litigations as at 31 March 2026 on its financial position in its Standalone Financial Statements - Refer Note no. 41 to the Standalone Financial Statements;
The Company has recognised 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 long-term contracts including derivative contracts for which there were any material foreseeable losses (Refer Note no. 76 to the Standalone Financial Statements)
There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. (Refer Note no. 77 to Standalone Financial Statements)
The Management has represented that to best of their knowledge and belief, as disclosed in Note no. 64B to the Standalone Financial Statements, 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.
The Management has represented that to best of their knowledge and belief, as disclosed in Note no. 64B to the Standalone Financial Statements, 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.
Based on such audit procedures, 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 sub clause (i) and (ii) of Rule 11(e), as provided under paragraph 19.4 and 19.5 above, contain any material misstatement.
The interim dividend declared and paid by the Company during the financial year and until the date of this audit report is in compliance with Section 123 of the Act.
Based on our examination 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 now captured from 30 April 2025.
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.
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 certain modules forming part of the application has been made effective from 30 April 2025 and accordingly the aforesaid audit trail for 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 No.: 105146W/W100621
Soorej Kombaht
Partner
ICAI Membership No.: 164366 UDIN: 26164366SZYZMR8755
Place: Valapad Date: 4 May 2026
For and on behalf of Chokshi & Chokshi LLP Chartered Accountants
ICAI Firm Registration No.: 101872W/W100045
Vineet Saxena
Partner
ICAI Membership No.: 100770 UDIN:26100770IHNLLV7921
Place: Valapad Date: 4 May 2026
Annexure A to the Independent Auditors Report on the Standalone Financial Statements of Manappuram Finance Limited for the year ended 31 March 2026
(Referred to in paragraph 17 under Report on Other Legal and Regulatory Requirements section of our report of even date)
| i. (a) (A) | The Company has maintained proper records | ii. (a) | The Company\u2019s business does not require |
| showing full particulars including quantitative | maintenance of inventories and accordingly, the | ||
| details and situation of Property, Plant and | requirement to report on Clause 3(ii)(a) of the Order is | ||
| Equipment (\u2018PPE\u2019) and relevant details of | not applicable to the Company. | ||
| right-of-use assets. | (b) | In our opinion and according to the information and | |
| (B) | The Company is maintaining proper records | explanations given to us and on the basis of our | |
| showing full particulars of intangible assets. | examination of the records of the Company, the | ||
| (b) | The Company has a regular programme of | Company has been sanctioned working capital limits in excess of rupees five crore, in aggregate, from | |
| 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, PPE were physically verified by the Management during | banks and/or financial institutions which are secured on the basis of security of Loan assets. The difference between the quarterly returns or statements filed by the Company with such banks or financial institutions and the books of accounts of the Company is not material in nature. | ||
| the year. In our opinion, and according to the | iii. (a) | The Company is registered with the Reserve Bank of | |
| information and explanations given to us, no | India (\u2018RBI\u2019) under Section 45 - IA of the Reserve Bank | ||
| material discrepancies were noticed on such | of India Act, 1934 (the \u2018RBI Act\u2019) as a Non- Banking | ||
| verification. | Financial Company (\u2018NBFC\u2019), and its principal business | ||
| (c) | In our opinion and according to the information | is to give loans. Accordingly, paragraph 3 (iii)(a) of the Order is not applicable to the Company. | |
| and explanations given to us and on the basis of | |||
| our examination of the records of the Company, | (b) | In our opinion and according to the information and | |
| the title deeds of all the immovable properties | explanations given to us, the investments made, | ||
| (other than properties where the Company is | guarantees provided, security given and the terms | ||
| the lessee and the lease agreements are duly | and conditions of the grant of all loans and advances | ||
| executed in favour of the lessee) disclosed in the | in the nature of loans and guarantees provided, prima | ||
| Standalone Financial Statements are held in the | facie, are not prejudicial to the Company\u2019s interest. | ||
| name of the Company. | (c) | The Company being a NBFC, registered under | |
| (d) | In our opinion and according to the information | provisions of the RBI Act and rules made thereunder | |
| and explanations given to us, the Company | and in pursuance of its compliance with provisions | ||
| has not revalued its PPE (including Right | of the said Act/Rules, particularly, the Income | ||
| of Use assets) or intangible assets or both | Recognition, Asset Classification and Provisioning | ||
| during the year. | Norms, requires borrower-wise details of the | ||
| (e) | In our opinion and according to the information | amount, due date for payment and extent of delay (that has been suggested in the Guidance Note on | |
| 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 Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder. | 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\u2019s 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.
In our opinion and according to the information and explanations given to us and on the basis of our examination of the record of the Company, the total amount overdue for more than ninety days as at 31 March 2026 in respect of loans and advances in the nature of loans is INR.11,695.46 million, and the Company has taken reasonable steps for recovery of the principal amount and the interest there According to the information and explanation made available to us, reasonable steps are taken by the Company for recovery thereof.
(amount in INR millions)
| Nature of Loans | No of cases | Principal Overdue (Amount) | Interest Overdue (Amount) | Total Overdue (Amount) | Remarks (if any) |
| Gold Loan | 1,18,791 | 5,079.29 | 3,675.36 | 8,754.65 | - |
| Non-Gold Loan | 30,454 | 1,958.56 | 982.25 | 2,940.81 | - |
The Company is registered 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.
In our opinion and according to the information and explanations given to us and on the basis of our examination of the record of the Company, the Company has not granted 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.
In our opinion and according 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.
In our opinion and according 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, reporting under 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.
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.
(a) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective 1 July 2017, these statutory dues has been subsumed into GST. In our opinion and according 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, Cess and any other statutory dues have 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, Cess and other material statutory dues were in arrears as at 31 March 2026 for a period of more than six months from the date they became payable.
(b) In our opinion, and according 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:
(amount in INR millions)
| Name of the Statute | Nature of the Dues | Amount | Period to which the amount relates | Forum where dispute is pending |
| Kerala Value Added | Value Added Tax | 53.24 | Assessment Years 2009- | Appellate Tribunal |
| Tax, 2003 | (excluding penalty | 10, 2010-11, 2011- 12, | ||
| and interest, if any) | 2012- 13 and 2014- 15 | |||
| Income Tax Act, | Income Tax | 307.20 | Assessment Year | Income Tax Appellate Tribunal |
| 1961 | 2015- 16 | |||
| Income Tax Act, | Income Tax | 36.90 | Assessment Year | Commissioner of Income Tax |
| 1961 | 2015-16 & 2016- 17 | (Appeals), Cochin | ||
| Income Tax Act, | Income Tax | 57.82 | Assessment Year | Commissioner of Income Tax |
| 1961 | 2015- 16 | (Appeals), Cochin | ||
| Income Tax Act, | Income Tax | 22.70 | Assessment Year | Commissioner of Income Tax |
| 1961 | 2015- 16 | (Appeals), Cochin | ||
| Goods and Services | Good and Service | 2.81 | Financial Year 2017- 18 | Appeal filed before Joint |
| tax Act, 2017- | Tax | Commissioner (Appeals) | ||
| Haryana | ||||
| Goods and Services | Goods and Service | 29.00 | Financial Year 2017- 18 | Appeal filed before Commissioner |
| tax Act, 2017 - | Tax | of Central Tax (Appeals) Guntur | ||
| Andhra Pradesh | ||||
| Goods and Services | Goods and Service | 31.44 | Financial Year 2018- 19 | Writ petition filed before Mumbai |
| tax Act, 2017 - | Tax | High Court | ||
| Maharashtra | ||||
| Goods and Services | Goods and Service | 1.71 | Financial Year 2018- 19 | Appeal filed before Additional/ |
| tax Act, 2017 - | Tax | Joint Commissioner (Appeals), | ||
| Punjab | Punjab | |||
| Goods and Services | Goods and Service | 7.52 | Financial Year 2020- 21 | Appeal filed before Additional |
| tax Act, 2017 \u2013 | Tax | Commissioner (Appeals), Cochin | ||
| Kerala | ||||
| Goods and Services | Goods and Service | 46.60 | Financial Year 2020- 21 | Appeal Filed before Appellate |
| tax Act, 2017 \u2013 | Tax | Deputy Commissioner (GST), | ||
| Tamil Nadu | Coimbatore | |||
| Goods and Services | Goods and Service | 0.29 | Financial Year 2020- 21 | Appeal filed before Joint |
| tax Act, 2017 \u2013 | Tax | Commissioner (Appeal), Navi | ||
| Maharashtra | Mumbai | |||
| Goods and Service | Goods and Service | 0.40 | Financial Year 2021- 22 | Jurisdictional Officer, |
| Tax, 2017 \u2013 | Tax | Karnataka | ||
| Karnataka | ||||
| Goods and Services | Goods and Service | 1.75 | Financial Year 2018-19 to | Appeal filed before Appellate |
| tax Act, 2017 \u2013 | Tax | 2022- 23 | Authority, Delhi | |
| Delhi | ||||
| Goods and Services | Goods and Service | 0.01 | Financial Year 2017- 18 | Appeal filed before Joint |
| tax Act, 2017 \u2013 | Tax | Commissioner (Appeals), Thane | ||
| Maharashtra | ||||
| Goods and Services | Goods and Service | 48.10 | Financial Year 2017- 18 | Appeal filed before Joint |
| tax Act, 2017 \u2013 | Tax | Commissioner (Appeals), Thane | ||
| Maharashtra | ||||
| Goods and Service | Goods and Service | 18.80 | Financial Year 2023- 24 | Show Cause Notice |
| Tax, 2017 \u2013 | Tax | |||
| Karnataka | ||||
| The Finance Act, | Service Tax | 118.70 | Financial Year 2013-14 to | Show Cause Notice |
| 1994 | 15- 16 | |||
| The Finance Act, | Service Tax | 36.50 | Financial Year 2016-17 to | Show Cause Notice |
| 1994 | 17- 18 |
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.
(a) In our opinion and according 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 during the year.
According 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.
In our opinion, and according 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.
According 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 funds raised on short-term basis have been used for long-term purposes by the Company.
According to the information and explanations given to us and on an overall examination of the Standalone 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.
According 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.
(a) 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, 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 reporting under clause 3(x)(a) of the Order are not applicable to the Company.
According to the information and explanations given to us and based on our examination of the records of the Company, the Company has made a preferential allotment of equity shares and share warrants during the year and has complied with the requirements of Section 42 and Section 62 of the Companies Act, 2013 in respect of such allotment. The Company has raised aggregate proceeds of INR 27,405.80 million pursuant to the said preferential allotment, of which INR 14,459.63 million has been utilised for the purposes for which the funds were raised and INR 12,946.17 million remained unutilised as at 31 March 2026.The Company has not made any preferential allotment or private placement of optionally convertible debentures during the year.
(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, 255 instances of fraud on the Company aggregating to INR.386.34 million have been noticed and reported by the Management of the Company during the year. There were no instances of fraud by the Company that were noticed or reported by us during the year. (Refer Note No. 65 in Standalone Financial Statements).
During the year, three reports under sub-section (12) of section 143 of the Act have been filed by us in Form ADT - 4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government of India read with National Financial Reporting Authority (NFRA) circular no. NF-25013/2/2023 dated 26 June 2023, in respect of three frauds identified by the Company, each involving an amount exceeding INR 1 crore and the involvement of employees of the Company. The relevant details are set out below:
| Sr. no. | Description | Amount (INR in Million) | Date of filing letter u/s 143(12) to ACB/ Board | Date of filing ADT - 4 with MCA |
The employees collective action constituted a deliberate bypassing of established security procedures,
thereby facilitating unauthorized access and contributing to the robbery gold ornaments.
Delinquency levels in new car / auto loan above the national average led to identification of fraud by internal audit department
Gold ornaments replaced with imitation jewellery
69.8 01 January 2026 06 February 2026
82.7 19 January 2026 19 February 2026
45.7 29 January 2026 27 February 2026
As represented to us by the Management, there are no whistle blower complaints received by the Company during the year.
In our opinion and according 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.
According 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.
(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.
We have considered the internal audit reports of the Company issued till date, for the period under audit.
According 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, reporting under paragraph 3 (xv) of the Order is not applicable to the Company.
(a) The Company is required to be registered under Section 45 - IA of the RBI Act, and the Company has obtained the required registration.
The Company has conducted 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.
The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, reporting under paragraph 3 (xvi)(c) of the Order is not applicable to the Company.
In our opinion and according to the information and explanations given to us, there is no CIC within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016, as amended). Accordingly, reporting under paragraph 3(xvi)(d) of the Order is not applicable to the Company.
Based on the overall 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 reporting under paragraph 3(xvii) of the Order are not applicable to the Company.
There has been no resignation of the statutory auditors during the year and, accordingly, paragraph 3 (xviii) of the Order is not applicable to the Company.
According 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 Standalone 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.
Also, refer to the Other Information paragraph of our main audit report which explains that the other information comprising the information included in Annual report is expected to be made available to us after the date of this auditors report.
(a) There are no unspent amounts towards Corporate Social Responsibility (CSR) other than on ongoing projects requiring a transfer of the unspent amount to a fund specified under Schedule VII to the Companies Act, 2013, in compliance with the second proviso to section 135(5) of the said Act. Hence, reporting under paragraph 3 (xx)(a) of the Order is not applicable.
There is an amount of INR.55.17 million remaining unspent, pursuant to the ongoing projects as at 31 March 2026, which has been duly transferred to the special account within a period of 30 days from the end of the said financial year in compliance with the provision of sub section (6) of section 135 of the said Act.
For and on behalf of
KKC & Associates LLP
(formerly known as Khimji Kunverji & Co LLP) Chartered Accountants
ICAI Firm Registration No.: 105146W/W100621
Soorej Kombaht
Partner
ICAI Membership No.: 164366 UDIN: 26164366SZYZMR8755
Place: Valapad Date: 4 May 2026
For and on behalf of Chokshi & Chokshi LLP Chartered Accountants
ICAI Firm Registration No.: 101872W/W100045
Vineet Saxena
Partner
ICAI Membership No.: 100770 UDIN:26100770IHNLLV7921
Place: Valapad Date: 4 May 2026
Annexure B to the Independent Auditors report on the Standalone Financial Statements of Manappuram Finance Limited for the year ended 31 March 2026
(Referred to in paragraph 18.7 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).
Opinion
We have audited the internal financial controls with reference to the Standalone Financial Statements of Manappuram Finance Limited (the Company) as at 31 March 2026 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.
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 2026, based on the internal financial controls with reference to Financial Statements 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).
Managements responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls with reference to Financial Statements 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 Companys 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.
Auditors responsibility
Our responsibility is to express an opinion on the Companys internal 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.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls 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 auditors judgement, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to the Standalone Financial Statements.
Meaning of Internal Financial Controls with reference to the Standalone Financial Statements
A Companys internal financial controls with reference to the Standalone 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 Companys internal financial controls with reference to the Standalone Financial Statements include 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 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 Companys 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
Because of the inherent 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 and on behalf of
KKC & Associates LLP
(formerly known as Khimji Kunverji & Co LLP) Chartered Accountants
ICAI Firm Registration No.: 105146W/W100621
Soorej Kombaht
Partner
ICAI Membership No.: 164366 UDIN: 26164366SZYZMR8755
Place: Valapad Date: 4 May 2026
For and on behalf of Chokshi & Chokshi LLP Chartered Accountants
ICAI Firm Registration No.: 101872W/W100045
Vineet Saxena
Partner
ICAI Membership No.: 100770 UDIN:26100770IHNLLV7921
Place: Valapad Date: 4 May 2026
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.