Manappuram Finance : Scruitinizers report of postal ballot result pulished on 12.12.2022.

REPORT OF SCRUTINIZER

[Pursuant to Section 110 of the Companies Act 2013 read with Rule 20 and 22 of the Companies(Management and Administration) Rules, 2014 - as amended]

To,

The Chairman

Manappuram Finance Ltd

( CIN: L65910KL1992PLC006623)

IV/470A(old) W638A(new) MANAPPURAM HOUSE ,

VALAPAD (PO) Thrissur KL 680567 IN

Scrutinizer's Report on Postal Ballot Voting held by Way of Remote Voting by Electronic means in Respect of Passing of resolutions set-out in the Notice dated 23rd September 2022.

Sir,

I, Suresh M. V, Company Secretary in Practice {Membership No- ICSI F- 9741 and Certificate of Practice No. 17830} have been appointed as the Scrutinizer by the Board of Directors of Manappuram Finance Limited ("the Company") vide resolution passed by the Board of Directors of the Company on September 23rd 2022 for the purpose of scrutinizing the Postal Ballot voting conducted by way of remote e-votingprocess only ("e-voting") in a fair and transparent manner and ascertain the requisite majority on the resolutions contained in the postal ballot notice dated 23rd September 2022 ("Notice") issued in accordance with the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013, ("the Act‟) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, ("the Rules‟), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing

Regulations‟), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India ("SS-2‟), each as amended, and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs ("MCA‟) for

holding general meetings/ conducting postal ballot process through e-voting vide General Circulars No.14/ 2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 05, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021 and 03/2022 dated May 05,

2022 (collectively the "MCA Circulars‟),

1. The said appointment as Scrutinisers is under the provisions of Section 110 of the Companies Act, 2013 ("the Act"} read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended ("the Rules"). As the Scrutinizer, I have to scrutnize the process of e-voting conducted for the postal ballot, using an electronic voting system on the dates referred to in the Notice.
2. Management Responsibility:

The Management of the Company is responsible to ensure the compliance with the requirement of (i) the Act and the Rules made

thereunder; (ii) MCA Circulars; and (iii) SEBI (Listing Obligation Disclosure Requirements} Regulations, 2015 ("LODR") relating to e- voting on the resolutions contained in the Notice. The management of the Company is responsible for ensuring a secured framework and robustness of electronic voting system.

3. Scrutinisers Responsibility:

My responsibility as a scrutinizer for e-voting process is restricted to making a Scrutinizer‟s report of the votes cast "In Favour" or

"Against" by the members in respect of the resolutions contained in the notice. My report is based on verification of data and the report generated from the e-Voting system provided by Central Depository Services Limited ("CDSL"}, the Registrar and Transfer Agent of the

Company and the Agency authorized under the Rules and engaged by the Company to provide e-voting facility and attendant papers/ documents furnished to me electronically till the time fixed for closing of the e-voting process i.e. till 5:00 PM IST on December 10, 2022.

RESOLUTION NO.1 SPECIAL RESOLUTION:

Appointment of Ms. Pratima Ram (DIN: 03518633) as an Independent Director.

To consider and, if thought fit, to pass the following

Resolution(s) as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, Schedule IV and any other applicable provisions of the Companies Act, 2013 ("Act") read with the Rules made thereunder, and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI Listing Regulations") (including any statutory modification(s) or re enactment thereof for the time being in force), the Articles of Association of the Company and pursuant to the recommendation of the Nomination, Compensation and Corporate Governance Committee and approval of the Board of Directors, Ms. Pratima Ram (DIN: 03518633), who was appointed as a Director to fill the casual vacancy caused by the resignation of Ms. Sutapa Banerjee (DIN: 02844650), in the capacity of Independent Director with effect from September 23, 2022, and has submitted a declaration that she meets the criteria of independence under Section 149 (6) of the Act and Regulation 16 (1) (b) of the SEBI Listing Regulations, be and is hereby appointed as an Independent Director of the Company with effect from September 23, 2022 to April 01, 2024, not subject to retirement by rotation, and entitled to such remuneration as detailed in the explanatory statement hereto and as may be determined by the Board of Directors/ the members of the Company from time to time within the overall limits under the Act."

Votes in favour of Resolution:

Votes Against Resolution:

Invalid Votes:

1. Aforesaid resolution as contained in the Notice is passed with requisite majority by the Members of the Company ie the percentage of total votes [ballot/ remote e-voting) casted by the members of company in favour of the resolution is more than the requisite majority, and therefore, the resolution is deemed to be passed. The chairman of the Company may declare the result accordingly.

(b.)The figures in percentage have been rounded off to 4 decimal points.

(c.)Pursuant to the provisions of Regulation 23(4) of SEBI (LODR) Regulations, 2015, none of the related parties voted on the above resolution.