Kotak Mahindra Capital Company Limited has disclosed that zero equity shares were tendered in the open offer for Manappuram Finance Limited as of April 8, 2026. The disclosure was made to BSE Limited and the National Stock Exchange of India Limited regarding the ongoing acquisition attempt by BC Asia Investments XXV Limited.

Open Offer Details

The open offer aims to acquire up to 24,42,27,387 fully paid-up equity shares of face value INR 2.00 each from public shareholders. This represents 26.00% of the expanded voting share capital of Manappuram Finance Limited. The acquirer, BC Asia Investments XXV Limited, is working in concert with seven other entities in this acquisition attempt.

Persons Acting in Concert

The acquisition involves multiple entities working together with BC Asia Investments XXV Limited:

• BC Asia Investments XIV Limited (PAC 1)
• BC Asia Investments XXIV Limited (PAC 2)
• BC Asia Investments XXVI Limited (PAC 3)
• BC Asia Investments XXI Limited (PAC 4)
• Bain Capital Asia Fund V, L.P. (PAC 5)
• BC Asia V CTB Investors, L.P. (PAC 6)
• BC Asia V Private Investors, L.P. (PAC 7)

Escrow Account Management

The open offer utilizes an escrow demat account titled "MIIPL MANAPPURAM FINANCE OPEN OFFER ESCROW DEMAT ACCOUNT" maintained with Ventura Securities Limited. The account bears depository participant identification number IN303116 and client identification number 15544837 with PAN: AABCM6882E. The disclosure was based on the account statement received as at 17:03:50 on April 8, 2026.

Regulatory Framework

Kotak Mahindra Capital Company Limited clarified that tendered shares will be subject to validation and verification of complete documentation. The acceptance of validly tendered shares will follow SEBI (SAST) Regulations and the Letter of Offer dated March 25, 2026. The number of shares tendered may differ from those ultimately accepted by the acquirer in the open offer process.

Manappuram Finance Limited has disclosed a violation of its Code of Conduct under SEBI (Prohibition of Insider Trading) Regulations, 2015, involving an inadvertent trade by one of its Independent Directors. The company reported the incident to stock exchanges on April 8, 2026, in compliance with regulatory requirements.

Details of the Violation

The violation involved Mr. Abhijit Sen, Independent & Non-Executive Director and Chairman of the Audit Committee, whose PAN is AAHPS6626D. The inadvertent trade occurred in his discretionary Portfolio Management Services (PMS) account due to an operational lapse by the PMS provider.

Circumstances Leading to Violation

The transaction occurred despite explicit prohibitory instructions being in place. Mr. Abhijit Sen had previously issued specific instructions to the PMS provider to classify Manappuram Finance Limited's securities under the "Prohibited Category" to restrict any dealing in these securities. However, this restriction was not implemented at the system level by the PMS provider, resulting in the inadvertent transaction.

The company confirmed that:

• The transaction was not undertaken pursuant to any instruction, decision, or active involvement by the Designated Person
• The Director was not in possession of any Unpublished Price Sensitive Information (UPSI) at the time of transaction
• There was no intent to contravene the provisions of PIT Regulations or the Company's Code
• The transaction was of an involuntary nature and executed without obtaining prior pre-clearance from the Compliance Officer

Company's Response and Actions

The matter was examined by the Compliance Officer and placed before the Audit Committee and the Board in accordance with the company's Code of Conduct. Considering the technical and inadvertent nature of the violation, Manappuram Finance Limited took the following actions:

• Noted the violation as technical/inadvertent non-compliance
• Obtained written explanation from the Designated Person
• Imposed a monetary penalty of Rs. 20,000 in accordance with the Code

Penalty Payment Details

The penalty amount has been remitted to SEBI's Investor Protection and Education Fund (IPEF) through online transfer with the following details:

Regulatory Compliance

The company has reported no previous instances of violations since the last financial year. The intimation was submitted in the format prescribed by SEBI circular No. SEBI/HO/ISD/ISD/CIR/P/2020/135 dated July 23, 2020, regarding reporting violations under SEBI (PIT) Regulations, 2015. The company has also ensured necessary safeguards to avoid recurrence of such instances and initiated appropriate corrective and preventive measures.