Manappuram finance has disclosed that the Securities and Exchange Board of India (SEBI) issued an Administrative Warning Letter to its Chairman and Managing Director, V.P. Nandakumar, for delayed disclosure of share pledge transactions. The warning, dated April 24, 2026, was issued to Mr. Nandakumar in his personal capacity regarding compliance violations from 2018.

Details of SEBI Warning

The regulatory action stems from delayed disclosure of encumbrance/pledge of shares in Manappuram Finance Limited for transactions that occurred between September 21, 2018, and September 24, 2018. The required disclosure was eventually made on October 11, 2018, resulting in a delay of 7 days beyond the prescribed timeline.

Regulatory Violation

SEBI determined that the delayed disclosure violated Regulation 31(1) read with Regulation 31(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The warning letter specifically addresses the non-compliance with mandatory disclosure requirements for share encumbrance and pledge transactions by promoters and key management personnel.

Impact Assessment

The company has clarified that the Administrative Warning Letter will have no financial impact on Manappuram Finance Limited, as it was issued to Mr. V.P. Nandakumar in his personal capacity. The warning does not impose any penalty, restriction, or sanction on the company's operations or financial activities.

Compliance Disclosure

Manappuram Finance Limited made this disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Company Secretary Aparna Menon signed the disclosure document, confirming that the information provided is true, correct, and complete to the best of her knowledge and belief, in compliance with Regulation 30(13) of SEBI Listing Regulations.

The disclosure demonstrates the company's commitment to transparency and regulatory compliance, ensuring that all material developments affecting key management personnel are promptly communicated to stakeholders and stock exchanges.

Manappuram Finance Limited's open offer by BC Asia Investments XXV Limited has recorded zero equity shares tendered as of April 20, 2026, according to a regulatory disclosure filed with stock exchanges. The open offer aimed to acquire a significant stake in the financial services company from public shareholders.

Open Offer Details

The comprehensive acquisition structure involves multiple entities working in concert to secure a substantial position in Manappuram Finance Limited:

Persons Acting in Concert

The acquisition involves seven PACs supporting the primary acquirer:

• 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

Ventura Securities Limited manages the open offer escrow demat account with specific identification details:

Regulatory Framework

Kotak Mahindra Capital Company Limited, serving as the manager to the open offer, emphasized that tendered shares require validation and verification of complete documentation. The disclosure clarifies that shares tendered by public shareholders may differ from those ultimately accepted by the acquirer under SEBI SAST Regulations.

The open offer operates under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, ensuring compliance with regulatory requirements for significant stake acquisitions in publicly listed companies.