Manappuram Finance Limited has secured a crucial regulatory milestone with the Reserve Bank of India (RBI) granting final approval for a significant investment proposal by BC Asia Investments. The approval, communicated on February 13, 2026, paves the way for one of the largest stake acquisitions in the non-banking financial company sector.

Investment Structure and Approval Details

The RBI has approved the proposed acquisition by two entities - BC Asia Investments XXV Limited (Investor 1) and BC Asia Investments XIV Limited (Investor 2). The approval encompasses the acquisition of control and shareholding of up to 41.66% of Manappuram Finance's paid-up equity capital and convertible instruments.

Regulatory Conditions and Requirements

The RBI approval comes with specific conditions that the investors must adhere to. Any future acquisition by the proposed investors that results in crossing 26% of the paid-up share capital (excluding warrant conversions from the current investment) will require prior RBI approval after one year as prescribed.

Additionally, Manappuram Finance must ensure the investors provide an action plan to the RBI within the specified timeline. This plan must guarantee that there will not be more than one non-banking financial company of the same category or housing finance company within their group with majority shareholding and control.

Pending Approvals and Transaction Timeline

Despite the main approval, the transaction's completion remains contingent on additional regulatory clearances. The RBI approval for subsidiary companies Asirvad Micro Finance Limited and Manappuram Home Finance Limited is still pending.

Open Offer Compliance

The investment will trigger a mandatory open offer by the investors and other identified persons acting in concert with BC Asia Investments XXV Limited. This open offer to public shareholders complies with Regulation 3 and Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The company has maintained transparency throughout the process, with previous intimations dated March 20, 2025, June 25, 2025, August 27, 2025, and September 17, 2025, keeping stakeholders informed about the transaction's progress. The consummation of the investment and completion of the open offer remain subject to satisfaction of contractual conditions agreed with the investors under the securities subscription agreement dated March 20, 2025.

Manappuram Finance Limited has announced key leadership changes following its board meeting held on January 29, 2026. The company disclosed significant transitions in its Company Secretary and Compliance Officer position, marking an important development in its corporate governance structure.

Current Company Secretary Resignation

Mr. Manoj Kumar VR, the current Company Secretary and Compliance Officer, has submitted his resignation from the position. He tendered his resignation through a letter dated January 28, 2026, citing his intention to pursue an independent career outside the organization. The Board of Directors has accepted his resignation, and he will be relieved from his responsibilities with effect from the close of business hours on March 31, 2026.

New Appointment Details

The board has approved the appointment of Ms. Aparna Menon as the new Company Secretary following recommendations from the Nomination, Compensation and Corporate Governance Committee. The transition timeline has been structured as follows:

Professional Background of Ms. Aparna Menon

Ms. Aparna Menon brings substantial experience to the role, having initially joined Manappuram Finance Limited on March 1, 2017, as Senior Manager – Secretarial. She was subsequently transferred to Asirvad Micro Finance Limited on October 27, 2020, where she currently serves as Company Secretary in the grade of Chief Manager.

Her professional qualifications and experience include:

• Qualified Company Secretary (CS)
• Master's Degree in Business Law
• B.Com (CS) and Post Graduate Diploma in Fintech
• Approximately 11 years of professional experience from May 2014 to May 2025
• Expertise in Corporate Secretarial, Compliance, Governance, and Regulatory Affairs

Previous Experience and Responsibilities

Before her tenure with the Manappuram group, Ms. Menon worked with Prestige Mysore Retail & Ventures Private Limited as Company Secretary, handling statutory compliances, board processes, corporate governance matters, and regulatory liaison. During her time with Manappuram Finance Limited and Asirvad Micro Finance Limited, she has been responsible for statutory and regulatory compliance, board and committee coordination, governance documentation, and compliance with RBI and other regulatory requirements applicable to NBFCs and MFIs.

Board Meeting Details

The board meeting that approved these changes was held on January 29, 2026, commencing at 10:00 a.m. and concluding at 3:50 p.m. The company has communicated these developments to BSE Limited, National Stock Exchange of India Limited, and India International Exchange (IFSC) Ltd in compliance with Regulation 30 of the SEBI Listing Regulations, 2015.