Manappuram Finance : Postal ballot notice dated 04.01.2023.

MANAPPURAM FINANCE LIMITED

Regd. Office: IV/470A(old), W638A(new)

Manappuram House, Valapad P.O., Thrissur - 680 567, Kerala, India

Ph: [phone], 3050417, Fax No. [phone]

CIN: L65910KL1992PLC006623

Email: [e-mail], Website: www.manappuram.com

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014]

Dear Members,

NOTICE is hereby given that, pursuant to 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, 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 and any other circulars issued from time to time by MCA (collectively the 'MCA Circulars'), the Resolutions as set out hereunder are proposed for approval by the Members of the Company as Special/ Ordinary Resolutions, as the case may be, by means of Postal Ballot by voting through electronic means ('remote e-voting').

Pursuant to Sections 102 and 110 and other applicable provisions of the Act, the statement setting out the material facts and the reasons/ rationale pertaining to the said Resolutions are annexed to this Postal Ballot Notice for your consideration and forms a part of this Postal Ballot Notice.

SPECIAL BUSINESS

Item No.1 - To approve appointment of Adv. Veliath Pappu Seemanthini (DIN: 07850522) as Non-Executive Independent

Director of the Company

To consider and, if thought fit, to pass the following resolution 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, Adv. Veliath Pappu Seemanthini (DIN: 07850522), who was appointed as an Additional Director in the capacity of Non- Executive Independent Director with effect from December 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, and in respect of whom the Company has received a notice in writing from a member proposing her candidature for the office of Director pursuant to Section 160 of the Act, be and is hereby appointed as a Non-Executive Independent Director of the Company to hold office for a term of five consecutive years with effect from December 23, 2022 to December 22, 2027, not subject to retirement by rotation, upon such remuneration as detailed in the explanatory statement hereto and as may be determined by the Board of Directors of the Company from time to time within the overall limits under the Act."

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"RESOLVED FURTHER THAT pursuant to the provisions of Regulation 17(IA) of Securities and Exchange Board of India (Listing Obligations and Disclosure Regulations) 2015 read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Regulations (Amendment) Regulations,2018 and other applicable provisions if any, of the Companies Act, 2013 and subject to such other approvals as may be necessary in this regard, the approval of the members of the Company be and is hereby also accorded to continue the Directorship of Adv. Veliath Pappu Seemanthini (DIN: 07850522), as Independent Director of the Company, who may attain the age of 75 years during the five year tenure of her appointment."

"RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby authorised to do all acts, deeds and things including filings and take steps as may be deemed necessary, proper or expedient to give effect to this Resolution and matters incidental thereto."

Item No. 2 - To approve appointment of Dr. Sumitha Nandan (DIN: 03625120) as a Whole-time Director of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT, pursuant to the recommendation of the Nomination, Compensation and Corporate Governance Committee, applicable provisions of the Companies Act, 2013 (the 'Act'), and the Rules made thereunder, and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI Listing Regulations") (including any statutory modifications or re-enactment(s) thereof, for the time being in force) and the Articles of Association of the Company, Dr. Sumitha Nandan (DIN: 03625120), who was appointed as an Additional Director (Executive) of the Company by the Board of Directors (the 'Board') with effect from January 01, 2023, and who holds office until the date of the next annual general meeting in terms of Section 161 of the Act, and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act, proposing her candidature for the office of a director of the Company, be and is hereby appointed as a director of the Company liable to retire by rotation."

"RESOLVED FURTHER THAT pursuant to the provisions of Sections 196, 197 and 198 read with Schedule V and all other applicable provisions, if any, of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI Listing Regulations") (including any statutory modification(s) or re-enactment (s) thereof, for the time being in force) the approval of the Members of the Company be and is hereby accorded to the appointment of Dr. Sumitha Nandan (DIN: 03625120) as a Whole- time Director designated as Executive Director of the Company, for a period of 5 (five) years with effect from January 01, 2023, liable to retire by rotation, on the following remuneration and the terms and conditions."

Salary: Rs.7,50,000.00 (Rupees Seven Lakh Fifty Thousand Only) per month with effect from January 01, 2023, with an annual increment of 10% per annum.

Commission/ Variable Pay: A minimum amount of Rs.30,00,000.00 (Rupees Thirty Lakh Only) per annum subject to a maximum amount not exceeding the limit as per the provisions of Section 197 of the Companies Act, 2013. The quantum of commission to be paid shall be determined by the Board of Directors subject to the norms framed by the Board of Directors from time to time.

Retirement Benefits/ Perquisites: Contribution to Provident Fund @ 12% of the monthly salary.

Contribution to: Pension Fund, Superannuation Fund, Gratuity Fund, Encashment of leave at the end of the tenure of appointment as per the rules of the Company (These shall not be included in the computation of remuneration or ceiling on the perquisites).

Medical Reimbursement Expenses: For self and family including premium payable for medical insurance.

Personal Accident Insurance: As per the rules of the Company.

Leave Travel Concession: For self and family once in a year as per the rules of the Company.

Fee for Clubs: Subject to maximum of two clubs excluding admission and life membership fees.

Others: Such other allowances, perquisites, benefits, and amenities as may be provided by the company from time to time under its policies.

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For the purposes of calculating the ceiling on remuneration, perquisites shall be evaluated as per Income Tax Rules wherever applicable and in the absence of any such Rule, the same shall be evaluated at actual cost.

The above said remuneration and perquisites shall be subject to the ceiling laid down in Section 197 and 198, and all other applicable provisions of the Companies Act, 2013 as may be amended from time to time.

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to alter or vary the above terms of appointment of the appointee including the terms relating to remuneration, as it may at its discretion, deem fit, for the unexpired tenure from time to time provided that the remuneration is within the limit as approved above."

"RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby authorised to do all acts, deeds and things including filings and take steps as may be deemed necessary, proper or expedient to give effect to this Resolution and matters incidental thereto."

	For Manappuram Finance Limited
Date: December 23, 2022	Sd/-
CS Manoj Kumar V R
Place: Valapad, Thrissur	Company Secretary

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NOTES AND OTHER INSTRUCTIONS RELATING TO REMOTE E-VOTING:

1. The Statement pursuant to Section 102 of the Companies Act, 2013 ('the Act'), in respect of the proposed resolution given in this Postal Ballot Notice, the details under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') and Clause 1.2.5 of the Secretarial Standard on General Meetings ('SS-2') issued by the Institute of Company Secretaries of India, in respect of the person seeking appointment as a Director is furnished as an Annexure to the Postal Ballot Notice.
2. In line with the Circulars issued by the Ministry of Corporate Affairs vide General Circulars No.14/ 2020 dated April 08, 2020, 17/2020 dated April 13, 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 and any other

circulars issued from time to time by MCA (collectively the 'MCA Circulars'), the Postal Ballot Notice is being sent only by electronic mode to those members whose e-mailaddresses are registered with the Company/ Depositories. Members may please note that the Postal Ballot Notice will also be available o n t h e C o m p a n y ' s w e b s i t e a thttps://www.manappuram.com/investors/notice-to-shareholders.html,on the websites of Stock Exchanges, i.e. BSE Limited at www.bseindia.comand National Stock Exchange of India Limited at www.nseindia.com

1. Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company's Registrar and Share Transfer Agent, S.K.D.C. Consultants, "Surya" 35, Mayflower Avenue, Behind
   Senthil Nagar, Sowripalayam Road, Coimbatore - 641 028, Tamilnadu, Phone: [phone], Email: [e-mail].
2. In accordance with the provisions of the MCA Circular, Shareholders can vote only through the remote e-voting process. Physical copies of the Postal Ballot Notice and pre-paid business reply envelopes are not being sent to shareholders for this Postal Ballot.
3. Resolutions passed by the shareholders through postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the shareholders.
4. The voting rights for Equity Shares are one vote per Equity Share, registered in the name of the members. Voting rights shall be reckoned on the paid-up value of Equity Shares registered in the name of the shareholders as on Friday, December 30, 2022. A person who is not a shareholder on the relevant date should treat this notice for information purposes only.
5. Corporate Members are entitled to appoint authorized representatives to vote on their behalf on the resolution proposed in this Postal Ballot Notice. Institutional/ Corporate Shareholders (i.e., other than individuals, HUF, NRI, etc.) are required to send a scanned, certified copy (PDF/ JPG Format) of their Board or governing body's Resolution/ Authorization, authorizing their representative to vote through remote e-voting to the Scrutinizer through e-mail at [e-mail]. The scanned image of the above documents should be in the naming format 'Manappuram Finance Limited - EVSN 221230002
6. Documents referred to in the Postal Ballot Notice will be available for inspection at the Registered Office of the Company during office hours from 10.00 A.M. to 01.00 P.M. on all working days until closure of time for casting vote through remote e-voting, subject to the COVID-19 protocol as applicable and also be available electronically for inspection, without any fee, to Members from the date of circulation of the Postal Ballot Notice up to the time of closure of the voting period. Members seeking to inspect such documents can send an e-mail to [e-mail]
7. In compliance with the provisions of Section 108 and other applicable provisions, if any, of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Listing Regulations and the MCA Circulars, Members are provided with the facility to cast their vote electronically, through the remote e-voting services provided by CDSL, on the resolutions set forth in this Postal Ballot Notice.
8. In order to increase the efficiency of the voting process and pursuant to SEBI Circular No. SEBI/ HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020, all individual shareholders holding shares in demat mode can now cast their vote by way of a single login credential, through either their demat accounts/ websites of Depositories/ Dps thereby not only facilitating seamless authentication but also ease and convenience of participating in the e-Voting process. Members are advised to update their mobile number and e-mail ID with their Depository Participants to access this facility.
9. In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members

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whose e-mail addresses are registered with the Depositories and whose name appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, December 30, 2022 ("cut-off

date").

1. The communication relating to remote e-voting containing details about User ID and Password, instructions and other information relating thereto is given in this Postal Ballot Notice.
2. The remote e-voting facility will be available during the following period:
   Commencement of remote e-voting: 09.00 A.M. (IST) on Thursday, January 05, 2023; End of remote e-voting: 05.00 P.M. (IST) on Friday, February 03, 2023. The remote e-voting will not be allowed beyond the aforesaid date and time, and the e-voting module shall be disabled by CDSL upon expiry of the aforesaid period.
3. The Board of Directors of the Company has appointed Mr. Suresh M V, FCS, Partner of SMS & Co Company Secretaries LLP (COP No. 17830), as the Scrutinizer to scrutinize the Postal Ballot process and the remote e-voting in a fair and transparent manner and he has communicated his willingness to be appointed.
4. The Scrutinizer will submit his consolidated report to the Chairman, or the Company Secretary, after completion of scrutiny of the votes cast, and the result of the voting by Postal Ballot will be announced by the Chairman or the Company Secretary on or before Tuesday, February 07, 2023. Subject to receipt of the requisite number of votes, the Resolutions shall be deemed to have been passed on the last date of remote e-votingi.e., Friday, February 03, 2023. The Scrutinizer's decision on the validity of votes cast will be final.
5. The Results declared along with the Scrutinizer's Report shall be placed on the Company's website at the linkhttps://www.manappuram.com/investors/notice-to-shareholders.htmland on the website of CDSL at www.evotingindia.comimmediately after the result is declared by the Company and the same shall simultaneously be communicated to the Stock Exchanges, where the equity shares of the Company are listed viz. BSE Limited ('BSE') and National Stock Exchange of India Limited ('NSE'). The results shall also be displayed on the notice board at the Registered Office of the Company.
6. It is however clarified that Members of the Company as on cut-off date (including Members who may have not received this communication due to non-registration of their e-mail address with the Company/ RTA/ Depositories) shall be entitled to vote in respect of the proposed resolutions, in accordance with the process specified in this Postal Ballot Notice.
7. Voting rights of a Member/ Beneficial Owner (in case of electronic shareholding) shall be in proportion to his/ her/ its shareholding in the paid-up equity share capital of the Company as on the cut-off date. Any person who is not a member as on the cut-off date should treat this notice for information purpose only.
8. In the case of joint holders, only such joint holder who is higher in the order of names will be entitled to vote.
9. The detailed process and manner for remote e-voting are explained herein below:

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

Step 1 : Access through Depositories CDSL/ NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

1. The voting period begins on Thursday, January 05, 2023 at 09.00 A.M. (IST) and ends on Friday, February 03, 2023 at 05.00 P.M. (IST). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Friday, December 30, 2022, may cast their vote electronically. The e-votingmodule shall be disabled by CDSL for voting thereafter.
2. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities

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