Manappuram Finance Limited has announced a significant reshuffle in its board and senior management following the acquisition of control by entities linked to Bain Capital.

The company informed stock exchanges through a regulatory filing dated May 5, 2026, under Regulations 30 and 51 of the SEBI Listing Regulations.

The filing was submitted to:

• BSE Limited
• National Stock Exchange of India (NSE)
• India International Exchange (IFSC) Ltd

The developments include:

• Change in promoter structure
• Resignation of six Independent Directors
• Appointment of new directors
• Appointment of new Independent Directors
• Senior management redesignations
• New Chief Financial Officer appointment

These changes mark one of the biggest governance and management transitions for the company in recent years.

Bain Capital Entities Become Promoters

The company stated that from April 21, 2026, the following entities acquired control of Manappuram Finance:

• BC Asia Investments XXV Limited
• BC Asia Investments XIV Limited

The filing clarified that these investors have now officially become promoters of the company along with the existing promoters.

This development follows earlier disclosures made by the company on:

• March 20, 2025
• June 25, 2025
• February 14, 2026
• March 18, 2026
• March 27, 2026
• April 21, 2026

The acquisition was linked to agreements including:

• Securities Subscription Agreement (SSA)
• Shareholders’ Agreement (SHA)

The transaction also triggered a mandatory open offer under:

• SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Amended Articles Of Association Become Effective

The Board also noted that the:

Amended and Restated Articles of Association (AoA)

approved by shareholders on April 16, 2025, have now become effective.

Additionally, special rights granted to:

• The Investors
• V.P. Nandakumar
• Sushama Nandakumar

under the amended AoA have also become operational.

These rights were approved in accordance with:

• Regulation 31B of SEBI Listing Regulations

Six Independent Directors Resign

One of the biggest announcements in the filing was the resignation of six Non-Executive Independent Directors.

The resignations became effective on:

May 5, 2026

Directors Who Resigned

The following directors stepped down from the board:

1. Mr. Abhijit Sen
2. Ms. Pratima Ram
3. Ms. V P Seemandini
4. Mr. T C Suseel Kumar
5. Mr. E K Bharat Bhushan
6. Mr. Sankaran Nair Rajagopal

The resignations were taken on record during the board meeting held on May 5, 2026.

Reason Behind Resignations

According to the resignation letters, the resignations were submitted as part of the:

• Securities Subscription Agreement
• Shareholders’ Agreement

The directors clarified that the company had agreed to reconstitute the board under these agreements.

All directors stated there were:

No other material reasons for resignation apart from the board reconstitution process.

New Directors Appointed To The Board

The company simultaneously approved the appointment of new directors nominated by the investors.

Newly Appointed Additional Directors

1. Mr. Rishi Mandawat

Appointed as:

• Additional Non-Executive Non-Independent Director

2. Mr. Ashish Arvind Kotecha

Appointed as:

• Additional Non-Executive Non-Independent Director

Both appointments are subject to shareholder approval.

Profiles Of New Investor-Nominated Directors

Rishi Mandawat

Rishi Mandawat joined Bain Capital in 2008 and currently serves as a Partner.

He leads investments across sectors including:

• Financial services
• Energy
• Technology
• Media
• Telecom
• Pharma

Before Bain Capital, he worked at:

• McKinsey & Company
• ABB India

He holds:

• MBA from IIM Ahmedabad
• Chartered Accountant qualification

Ashish Arvind Kotecha

Ashish Kotecha is a Partner at Bain Capital Private Equity and joined the firm in 2010.

He focuses on:

• Consumer investments
• Retail investments
• Asia portfolio value creation

He has been associated with investments in companies including:

• Axis Bank
• Emcure Pharmaceuticals
• Hero MotoCorp
• L&T Finance Holdings

He previously worked with:

• McKinsey & Company
• Goldman Sachs

Four New Independent Directors Appointed

The company also approved the appointment of four Additional Non-Executive Independent Directors.

All appointments are for a:

5-year term effective May 5, 2026

Newly Appointed Independent Directors

1. Ms. Rosemary Sebastian
2. Mr. Rajesh Kumar Rathanchand
3. Mr. Vijayaraghavan Balaji
4. Mr. Rakesh Induprasad Bhatt

These appointments are also subject to shareholder approval.

Profiles Of New Independent Directors

Rosemary Sebastian

Rosemary Sebastian is a former senior official at the:

• Reserve Bank of India (RBI)

She has over:

• 40 years of professional experience

Her previous responsibilities included:

• Financial supervision
• NBFC regulation
• Cooperative banking supervision
• Consumer protection
• Financial inclusion

She previously served as:

• Executive Director at RBI
• Banking Ombudsman for Maharashtra and Goa

Rajesh Kumar Rathanchand

Rajesh Kumar Rathanchand is an experienced financial services executive with over:

• 32 years of experience

He most recently served as:

• MD & CEO of TransUnion CIBIL

Earlier, he held leadership roles at:

• HDFC Bank

His expertise includes:

• Retail credit
• Risk management
• Financial technology
• Banking transformation

Vijayaraghavan Balaji

Vijayaraghavan Balaji has over three decades of experience across:

• Banking
• Insurance
• Telecom
• Manufacturing

He previously served as:

• CTO of ICICI Bank

His expertise spans:

• Technology transformation
• Operations
• Customer service
• Digital banking

Rakesh Induprasad Bhatt

Rakesh Bhatt brings over:

• 32 years of experience

He previously worked at:

• Bajaj Finserv
• Bajaj Finance

He played a major role in transforming Bajaj Finance into a diversified non-bank financial company.

His expertise includes:

• Technology
• Analytics
• Digital operations
• Strategic transformation

Leadership Changes Announced

The company also approved important changes in leadership roles.

Dr. Sumitha Nandan Elevated

The board approved the redesignation of:

Dr. Sumitha Nandan

from:

• Executive Director

to:

• Executive Director and Vice-Chairperson

The change became effective from:

May 5, 2026

CFO Role Changes

Bindu A L Redesignated

The company redesignated:

Mrs. Bindu A L

from:

• Chief Financial Officer

to:

• Head, Finance Center of Excellence and AI

As a result, she will cease to be a:

• Key Managerial Personnel (KMP)

New CFO Appointed

The company announced that:

Mr. Buvanesh Tharashankar

will become:

• Chief Financial Officer (CFO)

effective from:

May 5, 2026

He will also continue as:

• Group Chief Financial Officer
• Key Managerial Personnel

Board Meeting Details

The Board meeting commenced at:

• 09:00 AM

and concluded at:

• 10:20 AM

The filing was signed by:

Aparna Menon
Company Secretary
Manappuram Finance Limited

What This Means For Manappuram Finance

The developments indicate a major governance transition following the entry of Bain Capital-linked entities into the promoter structure.

Key Implications

1. Board Reconstitution

The board now includes:

• Investor nominees
• New independent directors
• Experienced banking and technology professionals

2. Stronger Institutional Oversight

The inclusion of senior industry experts could strengthen:

• Governance
• Risk management
• Compliance
• Strategic planning

3. Financial And Technology Focus

The appointment of professionals with expertise in:

• Banking
• Financial services
• Technology
• Analytics

may indicate stronger focus on modernization and digital transformation.

Importance Of Bain Capital’s Entry

Bain Capital is one of the world’s leading investment firms.

Its entry into Manappuram Finance is viewed as a major strategic development for the company.

Investors may now watch for:

• Future business expansion
• Governance changes
• Strategic investments
• Digital initiatives
• Operational restructuring

Market Attention On NBFC Sector

The announcement comes at a time when India’s:

• NBFC sector
• Gold loan industry
• Retail lending market

continue to witness rapid evolution and increased regulatory oversight.

Manappuram Finance remains one of India’s major gold loan and non-banking financial companies.

Strong Focus On Corporate Governance

The company’s detailed disclosures reflect compliance with:

• SEBI Listing Regulations
• Corporate governance norms
• Shareholder transparency requirements

The filing also confirmed that none of the newly appointed directors are debarred by SEBI or any regulatory authority.

Investors May Watch Future Developments

Following this major restructuring, investors are expected to monitor:

• Future strategy under Bain Capital influence
• Board committee restructuring
• Digital transformation plans
• Lending growth
• Governance practices
• Capital allocation decisions

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