Manappuram Finance Ltd Auditor Reports

To the Members of Manappuram Finance Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financia statements of Manappuram Finance Limited ("the Company") which comprise the Balance Sheet as at 31^st March, 2023, the Statement of Profit and Loss (Including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of significani accounting policies and other explanatory information.

In our opinion and to the best of our information and according tc the explanations given to us, the aforesaid standalone financia statements give the information required by the Companies Act 2013 ("the Act) in the manner so required and give a true anc fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS") as amended and other accounting principles generally accepted in India, o the state of affairs of the Company as at 31^st March, 2023, and profit, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act Our responsibilities under those Standards are further described in the 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 Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw your attention to Note 74 in the standalone financial statements in relation to show cause notice received from Reserve Bank of India (RBI) with respect to certain matters highlighted in the Annual Inspection report for Financial Year ended on March 31, 2021 and explained in the note. Penalties, if any, that may be imposed on the Company by RBI in this regard and the impact thereon on the standalone financial statements is currently unascertainable.

Our opinion is not modified with respect to this matter.

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 for the year ended 31^st March, 2023 (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.

Sr. No Key Audit Matter	How the Key Audit Matter was addressed in our audit
1 Interest Income on Gold Loans:
Interest Income on Gold Loan as at 31st March, 2023: Rs 39,903.31 millions	Our audit procedures in respect of this matter included the following but not limited to:
Refer note 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 payments. The calculation of the rebates & discount amounts netted off against the interest income involve complexities on account of descretion & managment judgement which is dependent upon the timing and period of repayment under the different schemes. Penal interest charged on account of delay payments dependent on the nature & period of delay and hence subject to judgement.	Obtained an understanding of managements process, systems/ applications and controls implemented on in relation to computation & recognition of interest income on gold loans.
	Evaluated and validated the design, implementation 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.
	The entire computation of interest income is automated and system driven. We have performed the following audit procedure with respect to around interest income on gold loans:
Considering the significance of interest income on gold loans and the above factors we have considered Interest Income on gold loan as Key Audit Matter	i. Selected samples and verified accuracy of interest income under various gold loans schemes by performing recomputation.
	ii. SeLected sampLes of continuing and new goLd Loan schemes and tested the operating effectiveness of the internaL control reLating to interest income computation. We aLso carried out a combination of procedures invoLving inquiry, and observation and inspection of evidence in respect of operation of these controLs.
	iii. Performed anaLyticaL procedures and test of detaiLs procedures for testing the accuracy and compLeteness of revenue recognized.
	iv. Tested the reLevant IT generaL controLs around access and change management reLating to interest income computation and reLated information used in interest computation.
	v. Obtained the List of modifications made in the interest scheme master during the year and verified the same on test check basis.
	vi. Assessed the appropriateness, accuracy and adequacy of reLated presentation and discLosures in accordance with the appLicabLe accounting standards.
2 Provision for Expected Credit Losses (ECL) on Loans: Total Gross Loans as at 31st March, 2023: Rs 247,345. 68 millions	Our audit procedures in respect of this matter incLuded the foLLowing, but not Limited to:
Impairment Provision as at 31st March, 2023: Rs 1,761.66 millions Refer note 10 to the standalone financial statements	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.
In accordance with IND AS 109, the Company applies expected credit Losses (ECL) model for measurement and recognition of impairment Loss on the Loans assets. Significant judgements are used in cLassifying Loan assets and appLying appropriate measurement principles. The allowance for expected credit Losses ("ECL") involves a significant Level of management judgement and estimation uncertainty in the foLLowing key areas:
Assessesing 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	EvaLuated & vaLidated the design and operating effectiveness of controLs across the processes reLevant to aLLowance for ECL. These controLs, among others, incLuded controLs over the aLLocation of assets into stages incLuding managements monitoring of stage effectiveness, modeL monitoring incLuding the need for post modeL adjustments, modeL vaLidation, credit monitoring, individuaL/ coLLective provisions and production of journaL entries and discLosures.
Life of the asset between the date of initiaL recognition and the reporting date, which invoLves estimation uncertanity in computing the defauLt risk over Life of the assets which is	Verified the compLeteness of Loans incLuded in the Expected Credit Loss caLcuLations as of 31st March, 2023.
LikeLy to be more than one year.
CLassification of Loan assets to stage 1, 2, or 3 using criteria in accordance with Ind AS 109 where no significant increase in credit risk has been observed, such assets are cLassified in "Stage 1", Loans that are considered to have significant increase in credit risk are not credit impaired are considered to be in "Stage 2" and those which are in defauLt or for which there is an objective evidence of impairment are considered to be in "Stage 3". Such cLassification requires significant management judgements due to the nature of Loan assets and assessment required thereon.	SeLected sampLes & verified appropriateness of cLassification of Loan assets in stage 1, 2 and 3 in accordance with the poLicy approved by the Board of Directors.
	SeLected sampLes of exposure and verified the appropriateness of determining Exposure at DefauLt (EAD), PD and LGD. Further, aLso checked the appropriateness of information used in the estimation of the ProbabiLity of DefauLt ("PD") and Loss given DefauLt ("LGD") for the different stages depending on the nature of the portfoLio.
Determination of Exposures at DefauLt ("EAD"), probability of defauLts (PD) and estimation of Loss given defauLts (LGD).	Performed an overaLL assessment of the ECL provision LeveLs at each stage.
The probabiLity of defauLt for the pooLs are computed based on the historicaL trends, adjusted with any forward Looking factors which is subject to estimation ncertainty. SimiLarLy the Company computes the Loss Given DefauLt based on the recovery rates as estimated by management.	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.
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 Expected Credit Losses (ECL) on Loans as Key Audit Matter.
3 Information Technology ("IT") Systems and Controls The Company has a complex IT system to support its recording of customers operational data, business processes, ensuring complete and accurate processing of financial transactions and supporting the overall internal control framework.	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 (automated and semiautomated controls) to determine the accuracy of the information produced by the Companys IT systems;
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.	Obtained a comprehensive understanding of IT applications landscape implemented at the Company. It was followed by process understanding, mapping of applications to the same and understanding financial risks posed by people-process and technology;
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.	Tested design and operating effectiveness of key controls operating over user access management, change management, computer 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.
Accordingly, we have identified IT systems and controls as key audit matter because of the high level automation, significant number of systems being used by the management and the complexity of the IT architecture and its impact on the financial reporting system.	Tested the design and operating effectiveness of certain automated controls, that were considered as key internal system controls over financial reporting were tested. Using various techniques such as inquiry, review of documentation / record / reports, observation, and re-performance. We also tested few controls using negative testing technique;
	Tested compensating controls and performed alternate procedures, where necessary. In addition, understood where relevant, changes made to the IT landscape during the audit period.

Information Other than the Standalone Financial Statements and Auditors Report thereon

The Companys Management and Board of Directors are responsible for the other information. The other information comprises of Directors Report including annexures to the Directors Report which is included in the Annual Report but does not include the standalone financial statements and our auditors report thereon. The Annual Report 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 and will 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

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 under SA 720 The Auditors responsibilities Relating to Other Information.

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, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. 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 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 statement 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 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.

Those Board of Directors are 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:

I dentify 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) of 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 management.

Conclude on the appropriateness of managements 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 for the year ended 31^st March, 2023 (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

1. 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 "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

(a) 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.

(b) In our opinion, proper books of account as required

by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

(d) I n our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on 31^st March, 2023 taken on record by the Board of Directors, none of the directors are disqualified as on 31^st March, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) 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".

(g) 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, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 23 to the standalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses

- Refer Note 76 to the standalone financial statements.

iii. The Company has transferred Rs 4.59 millions of Unclaimed dividend to the Investor Education and Protection Fund during the financial year 2022-23.

iv. (1) The Management has represented that, to the best of its knowledge and belief, as disclosed in Note 64B(i) 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.

(2) The Management has represented that, to the best of its knowledge and belief, as disclosed in Note 64B(ii) to the standalone financial statements, no funds have been received by the Company from any person(s)/entity(ies), including foreign entities ("Funding Parties"), that the Company has 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; and

(3) Based on such audit procedures performed, as considered reasonable and appropriate in the circumstances, nothing has come to our attention that causes us to believe that the management representations under sub-clauses (1) and (2) above contain any material misstatement.

v. The Company has declared and paid dividend during the year which is in compliance with section 123 of the Act.

vi. As the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 (as amended), which provides for the accounting software used by the Company for maintaining its books of account to have the feature for recording of audit trail (edit log) facility and related matters, is applicable for the Company only with effect from financial year beginning 1 April 2023, the reporting under clause (g) of Rule 11 is currently not applicable.

3. In our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits laid prescribed under Section 197 of the Act and the rules thereunder.

For M S K A & Associates	For S K Patodia & Associates
Chartered Accountants	Chartered Accountants
ICAI Firm Registration Number: 105047W	ICAI Firm Registration Number: 112723W
Sd/-	Sd/-
Tushar Kurani	Sandeep Mandawewala
Membership Number: 118580	Membership Number: 117917
UDIN: 23118580BGXRQI8223	UDIN: 23117917BGWFKO5234
Place: Mumbai	Place: Mumbai
Date: 12th May, 2023	Date: 12th May, 2023

Annexure A to Independent Auditors Report of even date on the Financial Statements of Manappuram Finance Limited for the Year ended 31^st March, 2023

[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements in the Independent Auditors Report]

i. (a) A. The Company has maintained proper recordsshowing full particulars including quantitative details and situation of property, plant and equipment and relevant details of right-of- use assets.

B. The Company has maintained proper records showing full particulars of intangible assets.

(b) Property, plant and equipment have been physically verified by the management at reasonable intervals during the year and no material discrepancies were identified on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee) as disclosed in the financial statements are held in the name of the Company.

(d) According to the information and explanations given to us, the Company has not revalued its property, plant and equipment (including Right of Use assets) and its intangible assets. Accordingly, the requirements under paragraph 3(i)(d) of the Order are not applicable to the Company.

(e) According to the information and explanations given to us, no proceeding has been initiated or pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder. Accordingly, the provisions stated in paragraph 3(i) (e) of the Order are not applicable to the Company.

ii. (a) The Company is involved in the business of rendering services. Accordingly, the provisions stated in paragraph 3(ii) (a) of the Order are not applicable to the Company.

(b) The Company has been sanctioned working capital limits in excess of Rs 5 crores in aggregate from Banks/ financial institutions on the basis of security of current assets. Quarterly returns / statements filed with such Banks/ financial institutions are in agreement with the books of account.

iii. (a) The Company involved in the business of giving loans, hence the requirements under paragraph 3 (iii) (a) of the Order are not applicable to the Company.

(b) According to the information and explanations given to us and based on the audit procedures performed by us, we are of the opinion that the terms and conditions in relation to investments made, guarantees provided, securities given and grant of all loans and advances in the nature of loans and guarantees are not prejudicial to the interest of the Company.

(c) The Company is a Non-Banking Finance Company (NBFC), which provides a wide range of fund based and fee based services including gold loans, money exchange facilities, etc, the borrower-wise details of the amount, due date for payment and extent of delay (that has been suggested in the Guidance Note on CARO 2020 issued by the Institute of Chartered Accountants of India for reporting under this clause) have not been reported because it is not practicable to furnish such details owing to the voluminous nature of data generated in the normal course of the Companys business. Further, except for the instances where there are delays or defaults in repayment of principal and/ or interest and in respect of which the Company has recognised necessary provisions in accordance with the principles of Indian Accounting Standards (Ind AS) and the guidelines issued by the Reserve Bank of India ("RBI") for Income Recognition and Asset Classification (which has been disclosed by the Company in Note 60 to the standalone financial statements), the parties are repaying the principal amounts, as stipulated, and are also regular in payment of interest, as applicable.

(d) In respect of the loans/ advances in nature of loans, the total amount overdue for more than ninety days as at 31^st March, 2023 is Rs 3,210.93 million. In such instances, in our opinion, based on information and explanations provided to us, reasonable steps have been taken by the Company for the recovery of the principal amounts and the interest thereon.

(e) The Company involved in the business of giving loans. Accordingly, provision stated in paragraph 3(iii) (e) of the Order are not applicable to the Company.

(f) According to the information explanation provided to us, the Company has not granted any loans and / or advances in the nature of loans which are either repayable on demand or without specifying any terms or period of repayment. Hence, the requirements under paragraph 3(iii)(f) of the Order are not applicable to the Company.

iv. I n our opinion and according to the information and explanations given to us, the Company has not either directly or indirectly, granted any Loan to any of its directors or to any other person in whom the director is interested, in accordance with the provisions of section 185 of the Act and the Company has not made investments through more than two layers of investment companies in accordance with the provisions of section 186 of the Act. Accordingly, provisions stated in paragraph 3(iv) of the Order are not applicable to the Company.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed there under.

vi. The provisions of sub-section (1) of section 148 of the Act are not applicable to the Company as the Central Government of India has not specified the maintenance of cost records for any of the products of the Company. Accordingly, the provisions stated in paragraph 3 (vi) of the Order are not applicable to the Company.

vii. (a) According to the information and explanations given

to us and the records of the Company examined by us, in our opinion, undisputed statutory dues including

goods and service tax, provident fund, employees state insurance, income-tax, service tax, value added tax, cess have been regularly deposited by the Company with appropriate authorities in all cases during the year.

(b) According to the information and explanation given to us and examination of records of the Company, the outstanding dues of income-tax, goods and service tax, customs duty, cess and any other statutory dues on account of any dispute, are as follows:

Name of the statute	Nature of dues	Amount (Rs In Million)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Income Tax	307.20	Assessment Year 2015-16	Commissioner of Income Tax (Appeals)
Income Tax Act, 1961	Income Tax	1.38	Assessment Year 2018-19	Assistant Commissioner of Income Tax Appeals
Kerala Value Added Tax, 2003	Value Added Tax (excluding penalty and interest, if any)	44.94	Assessment Years 2009-10, 2010-11, 2011-12, 2012-13 and 2014-15	Deputy Commissioner (Appeals)
Income Tax Act, 1961	Income Tax	462.70	Assessment Year 2020-21	Appeal is before the First Authority. (i.e Commissioner IT Appeals).
Income Tax Act, 1961	Income Tax	36.90	Assessment Year 2015-16 & 2016-17	Appeal is before the First Authority. (i.e Commissioner IT Appeals)

viii. According to the information and explanations given to us, there are no transactions which are not accounted in the books of account which have been surrendered or disclosed as income during the year in Tax Assessment of the Company. Also, there are no previously unrecorded income which has been now recorded in the books of account. Hence, the provision stated in paragraph 3(viii) of the Order is not applicable to the Company.

ix. (a) I n our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings or in payment of interest thereon to any lender.

(b) 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.

(c) I n our opinion and according to the information explanation provided to us, money raised by way of term loans during the year have been applied for the purpose for which they were raised.

(d) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the 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.

(e) According to the information explanation given to us and on an overall examination of the financial statements of the Company, we report that the Company has not taken any funds from an any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

(f) 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 securities, joint ventures or associate companies. Hence, reporting under the Clause 3(ix)(f) of the order is not applicable to the Company.

x. (a) The Company did not raise any money by way of initiaL pubLic offer or further pubLic offer (incLuding debt instruments) during the year. Accordingly, the provisions stated in paragraph 3 (x)(a) of the Order are not appLicabLe to the Company.

(b) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferentiaL aLLotment or private pLacement of shares or fuLLy, partLy or optionaLLy convertibLe debentures during the year. Accordingly, the provisions stated in paragraph 3 (x)(b) of the Order are not appLicabLe to the Company.

xi. (a) During the course of our audit, examination of the books and records of the Company, carried out in accordance with the generaLLy accepted auditing practices in India, and according to the information and expLanations given to us, we have neither come across any instance of material fraud by the Company nor on the Company.

(b) We have not come across of any instance of material fraud by the Company or on the Company during the course of audit of the financial statement for the year ended 31^st March, 2023, accordingly the provisions stated in paragraph (xi)(b) of the Order is not applicable to the Company.

(c) We have taken into consideration the whistle blower compLaints received by the Company during the year whiLe determining the nature, timing and extent of audit procedures.

xii. I n our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, the provisions stated in paragraph 3(xii) (a) to of the Order are not applicable to the Company.

xiii. 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 the financial statements as required by the applicable accounting standards.

xiv. (a) I n our opinion and based on our examination, the Company has an internal audit system commensurate with the size and nature of its business.

(b) We have considered internal audit reports issued by internal auditors during our audit.

xv. According to the information and expLanations given to us, in our opinion during the year the Company has not entered into non-cash transactions with directors or persons connected with its directors and hence, provisions of section 192 of the Act are not applicable to Company. Accordingly, the provisions stated in paragraph 3(xv) of the Order are not appLicabLe to the Company.

xvi. (a) The Company is required to and has been registered under Section 45-IA of the Reserve Bank of India Act, 1934 as a non-deposit taking non- banking financial institutions.

(b) In our opinion, the Company has not conducted any Non-Banking Financial or Housing Finance activities without any valid Certificate of Registration from Reserve Bank of India. Hence, the reporting under paragraph cLause 3 (xvi)(b) of the Order are not appLicabLe to the Company

(c) The Company is not a Core investment Company (CIC) as defined in the regulations made by Reserve Bank of India. Hence, the reporting under paragraph clause 3 (xvi) of the Order are not applicable to the Company.

(d) The Company does not have any CIC as part of its group. Hence the provisions stated in paragraph cLause 3 (xvi) (d) of the order are not appLicabLe to the Company.

xvii. Based on the overaLL review of financiaL statements, the Company has not incurred cash Losses in the current financiaL year and in the immediateLy preceding financiaL year. Hence, the provisions stated in paragraph clause 3 (xvii) of the Order are not applicable to the Company.

xviii. There has been no resignation of the statutory auditors during the year. Hence, the provisions stated in paragraph 3 (xviii) of the Order are not applicable to the Company.

xix. 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 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 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 fatting due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

xx. (a) In respect of other than ongoing projects, the Company has transferred unspent amount to a Fund specified in schedule VII of the Act within a period of six months of the expiry of the financial year in compliance second proviso to sub-section (5) of section 135 of the Act.

(b) I n respect of ongoing projects, the Company has transferred unspent amount to a special fund within a period of thirty days from the end of the financial year in compliance section 135(6) of the said Act.

xxi. The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of standalone financial statements. Accordingly, no comment in respect of the said clause has been included in the report.

For M S K A & Associates	For S K Patodia & Associates
Chartered Accountants	Chartered Accountants
ICAI Firm Registration Number: 105047W	ICAI Firm Registration Number: 112723W
Sd/-	Sd/-
Tushar Kurani	Sandeep Mandawewala
Membership Number: 118580	Membership Number: 117917
UDIN: 23118580BGXRQI8223	UDIN: 23117917BGWFKO5234
Place: Mumbai	Place: Mumbai
Date: 12th May, 2023	Date: 12th May, 2023

Annexure B to the Independent Auditors Report of even date on the Standalone Financial Statements of Manappuram Finance Limited

Referred to in paragraph 2 (f) under Report on Other Legal and Regulatory Requirements in the Independent Auditors Report of even date to the Members of Manappuram Finance Limited on the Financial Statements for the year ended 31^st March, 2023

Report on the internal Financial Controls with reference to the 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 standalone financial statements of Manappuram Finance Limited ("the Company") as of 31^st March, 2023 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 standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as at 31^st March, 2023, based on the internal control with reference to standalone 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 (ICAI) (the "Guidance Note").

Managements Responsibility for Internal Financial Controls

The Companys Management and Board of the Directors are responsible for establishing and maintaining internal financial controls based on the internal control with reference to standalone financial statements 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 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 standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial statements was established and maintained and if 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 standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal financial controls with reference to 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 standalone financial statements.

Meaning of Internal Financial Controls With reference to Standalone Financial Statements

A Companys internal financial control with reference to 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 control with reference to standalone financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of 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 authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls With reference to Standalone Financial Statements

Because of the inherent limitations of internal financial controls with reference to 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 standalone financial statements to future periods are subject to the risk that the

internal financial control with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For M S K A & Associates	For S K Patodia & Associates
Chartered Accountants	Chartered Accountants
ICAI Firm Registration Number: 105047W	ICAI Firm Registration Number: 112723W
Sd/-	Sd/-
Tushar Kurani	Sandeep Mandawewala
Partner	Partner
Membership Number: 118580	Membership Number: 117917
UDIN: 23118580BGXRQI8223	UDIN: 23117917BGWFKO5234
Place: Mumbai	Place: Mumbai
Date: 12th May, 2023	Date: 12th May, 2023