SEC Division of Corporation Finance no-action letter: Manappuram Finance Limited

Michael Kim, P.C.
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+1 212 446 4746 michael.kim@kirkland.com
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New York, NY 10022
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Austin Bay Area Beijing Boston Brussels Chicago Dallas Frankfurt Hong Kong Houston London Los Angeles Miami Munich Paris Philadelphia Riyadh Salt Lake City Shanghai Washington, D.C. Securities Exchange Act of 1934 Rule 14e-1(a) July 31, 2025 VIA ELECTRONIC SUBMISSION Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 United States of America Attn: Tiffany Posil, Chief, Office of Mergers and Acquisitions Perry Hindin, Special Counsel, Office of Mergers and Acquisitions Re: Tender Offer for Shares of Manappuram Finance Limited Ladies and Gentlemen:
We are writing on behalf of BC Asia Investments XXV Limited, a private limited company incorporated under the laws of Mauritius (“Purchaser 1”), and BC Asia Investments XIV Limited, a private limited company incorporated under the laws of Mauritius (“Purchaser 2,” and together with Purchaser 1, the “Purchasers”), along with BC Asia Investments XXIV Limited, a private limited company incorporated under the laws of Mauritius, BC Asia Investments XXVI Limited, a private limited company incorporated under the laws of Mauritius, BC Asia Investments XXI Limited, a public limited company incorporated under the laws of Mauritius, Bain Capital Asia Fund V, L.P., an exempted limited partnership organized under the laws of the Cayman Islands, BC Asia V CTB Investors, L.P., an exempted limited partnership organized under the laws of the Cayman Islands and BC Asia V Private Investors, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (collectively, the “Purchaser-Related Entities”), to request exemptive relief from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in respect of certain rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by reason of a mandatory cash tender offer, referred to as an open offer under Indian law 1 (the “Open Offer”), The statements in this letter as to matters of Indian law have been made on the basis of advice provided by Cyril Amarchand Mangaldas, an Indian law firm.

July 31, 2025 to purchase equity shares of Manappuram Finance Limited, a public limited company incorporated under the laws of India (the “Target Company”). The exemptive relief requested will permit the Open Offer to remain open for a fixed period of ten (10) Working Days 2 in compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the “Takeover Regulations”), which conflict with Rule 14e-1(a), as discussed below. Under Regulation 3 and Regulation 4, read with Regulation 7(1) of the Takeover Regulations, a mandatory tender offer for at least 26.00% of the Expanded Voting Share Capital 3 of a listed company in India (the “Mandatory Offer Size”) needs to be made by a person upon such person agreeing to acquire 25.00% or more of the outstanding shares of such listed company or control over such listed company. On March 20, 2025, the Purchasers entered into the Securities Subscription Agreement (as defined herein) with the Target Company and certain other persons 4 (such persons collectively, the “Promoter Group”) pursuant to which (i) the Target Company has agreed to issue and Purchaser 1 has agreed to subscribe to 92,901,373 equity shares, with a face value of INR 2 each (the “Subscription Shares”), of the Target Company, representing up to approximately 9.89% of the Target Company’s Expanded Voting Share Capital 5 , and (ii) the Target Company has agreed to issue and Purchaser 2 has agreed to subscribe to 92,901,373 warrants (the “Warrants”), each representing a right to subscribe to one Share (as defined herein), with each Warrant being exercisable and convertible in one or more tranches during the period commencing from the expiry of four months from the date of allotment of such Warrant until the expiry of eighteen months from the date of allotment of such Warrant in compliance with the Takeover Regulations (collectively, the “Preferential Issue”). The closing under the Securities Subscription Agreement and the completion of the Open Offer are subject to certain conditions, including receipt of the Required Approvals (as defined herein), as further described in Part III of this letter. Additionally, on March 20, 2025, the Purchasers entered into the Shareholders’ Any reference herein to “Working Day” means any day that the Securities and Exchange Board of India (“SEBI”) is open for business, which is Monday through Friday except for designated Indian public holidays. Any reference to “business day” has the meaning set forth in Rule 14d-1(g)(3) of the Exchange Act. “Expanded Voting Share Capital” means the total voting equity share capital of a specified company on a fully diluted basis after taking into account all potential increases in the voting equity share capital expected as of the tenth Working Day from the closure of the Tendering Period (as defined herein) for a specified open offer. (i) V. P. Nandakumar; (ii) Sushama Nandakumar; (iii) Suhas Nandan; (iv) Sooraj
Nandan; and (v) Dr. Sumitha Nandan. “Target Company’s Expanded Voting Share Capital” means the total voting equity share capital of the Target Company, after taking into account all potential increases in the voting equity share capital, expected as of the 10th (tenth) Working Day from the closure of the Tendering Period. This includes 92,901,373 Subscription Shares proposed to be allotted by the Target Company to Purchaser 1 by way of the Preferential Issue.

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Agreement (as defined herein) with the Target Company and the Promoter Group recording the terms and conditions governing the management of the Target Company and its subsidiaries and the inter se rights and obligations between the Purchasers and the Promoter Group, in relation to the Target Company and its subsidiaries, by virtue of which, upon closing of the transaction in accordance with the Securities Subscription Agreement and the Shareholders’ Agreement, the Purchasers will acquire and exercise control over the Target Company along with the existing promoters and promoter group of the Target Company in accordance with and subject to the terms in the Securities Subscription Agreement, Shareholders’ Agreement and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”). Upon the execution of the Securities Subscription Agreement and the Shareholders’ Agreement, the Purchasers became obligated to make the mandatory open offer under the Takeover Regulations to the public shareholders of the Target Company (other than the Purchasers, the Purchaser-Related Entities and the existing promoters and promoter group of the Target Company (including the Promoter Group), each of whom, together with persons acting in concert with them, is not permitted to participate in the Open Offer pursuant to the provisions of the Takeover Regulations). As a result, in accordance with the Securities Subscription Agreement and the Takeover Regulations, the Purchasers will make a tender offer to the public shareholders of the Target Company to purchase up to 244,227,387 additional Shares, representing 26.00% of the Expanded Voting Share Capital of the Target Company.
I. Background Concerning the Target Company
The Target Company is a non-deposit taking non-banking financial company, primarily dealing in the business of gold loans and provides a diverse array of other products and services through its subsidiaries including micro, small and medium enterprise financing, affordable housing loans, vehicle financing and insurance. Equity shares of the Target Company having a face value of INR 2 each (the “Shares”) are listed and traded in India on the National Stock Exchange of India Limited (the “NSE”) and the BSE Limited (the “BSE” and, together with the NSE, the “Indian Stock Exchanges”). The Target Company is a “foreign private issuer” as defined in Rule 3b-4(c) under the Exchange Act. The Target Company does not have a class of securities registered under Section 12 of the Exchange Act.
II. U.S. Ownership of the Target Company
Prior to making investments in India, every foreign portfolio investor (“FP Investor”) 6 is required to register itself with the Securities and Exchange Board of India (“SEBI”) “Foreign portfolio investors” or “FP Investors” are institutional investors registered with SEBI that are permitted to invest in specified securities in India under a portfolio investment route as opposed to a foreign direct

July 31, 2025 and obtain a SEBI registration number. The application form prescribed by SEBI for registration of FP Investors requires them to specify their country of residence, incorporation, establishment, or formation, which is indicated in the SEBI registration number and is publicly available information, and the depositories, custodians and registrar and transfer agents are legally required to collect such “Know Your Client” information in connection with such application form in accordance with applicable laws. Further, depositories and custodians in India appointed by FP Investors would also record the SEBI registration numbers for the foregoing in their systems. Under Regulation 31 of the Listing Regulations, the Target Company is required to submit a breakdown of its shareholders by category 7 , including the percentage of shares held by FP Investors, to the Indian Stock Exchanges on a quarterly basis, within 21 days from the end of each quarter or within ten days of any capital restructuring of the listed entity resulting in a change exceeding 2.00% of the total paid-up share capital. The information relating to the breakdown of the Target Company’s shareholders by category is publicly disclosed on the websites of the Indian Stock Exchanges and is compiled by the Target Company’s registrar and transfer agent on the basis of beneficial shareholding positions provided by the depositories. The Purchasers have calculated the level of U.S. ownership of the Target Company in accordance with Instruction 2 of Rule 14d-1 under the Exchange Act (“Instruction 2”). 8 To ascertain the holders of Shares resident in the U.S. in accordance with Instruction 2 (and as provided in Rule 12g3-2(a) and Rule 12g5-1 under the Exchange Act), the Target Company has made inquiries (as explained below) of the transfer agent and depositories to “look through” the shareholding of custodians, brokers and other nominees located in the U.S. and India to ascertain the amount of Shares held by beneficial holders of Shares resident in the U.S. (“U.S. Holders”). Specifically, the transfer agent has obtained from the Central Depository Services Limited (“CDSL”) and the National Securities Depository Limited (“NSDL”) in India, information regarding the beneficial holders of all Shares of the Target Company. There are only two depositories in India that are registered under the (Indian) Depositories Act, 1996 – NSDL and CDSL. Each depository is required to (a) maintain updated and in good form records of investment route. Foreign direct investment in an Indian company generally involves a long-term investment whereby the investor typically participates in the affairs of the company to some extent. Conversely, portfolio investments are more temporary investments that are not intended to result in an investor acquiring control, or otherwise participating in the affairs, of an Indian company. FP Investors may or may not be U.S. Holders (as defined herein) and the distinction
between the types of institutional investors is not relevant in determining whether they are U.S. Holders for the beneficial ownership analysis. FP Investors are not brokers, dealers, banks, or nominees holding shares on behalf of beneficial owners. SEBI prescribes certain specific categories of institutional and non-institutional holders for the breakdown of listed company shareholders. According to Instruction 2, U.S. ownership must generally be calculated as of a date no more than 60 days before and 30 days after the public announcement of the tender offer.

July 31, 2025 shareholders and beneficial owners and their respective shareholdings; and (b) update such shareholder records in connection with any transfers of shares or securities. 9 Given the outreach to the two depositories and the fact that the depositories are required, under the (Indian) Depositories Act, 1996, to maintain beneficial ownership information, including details of address of shareholders, the Target Company has made good faith inquiries to “look through” its shareholdings in a manner consistent with the requirements of Instruction 2. By comparison, in the United States and certain other jurisdictions, the stockholder information available to the depositories in India and made available to the transfer agent is not legally required to be maintained by such persons and instead is maintained by the nominees of the underlying holders, including applicable custodian banks and brokers. As a result, in order to satisfy the “look through” analysis required by Instruction 2, the transfer agent of the company (or another selected service provider) must satisfy this obligation by sending requests to all custodian banks and brokers holding shares of the company, wherever located, to obtain information regarding the registered addresses and country of origin of the underlying holders of such Shares. However, in India, the collection and retention of the underlying shareholder information (including the relevant country of origin and shareholder address information) by the two Each of the depositories in India maintains electronic records of beneficial holders of all shares of companies in India (including information pertaining to country of origin, which is collected by the depositories at the time of opening of an account with the relevant depository). Additionally, pursuant to the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 and the bye-laws of each depository, transfer agents (which are themselves registered and regulated by SEBI) are required to enter into tri-partite agreements with the relevant company in question, and the relevant depository to obtain information with respect to the shareholding of a company on a periodic basis. The tripartite agreements prescribe the relevant hardware and software to be used by the transfer agent to maintain continuous electronic communication with the depositories. In practice, in India, on the last working day of every week, data from each of the two depositories setting out a current list of the shareholders, the respective shares owned, and the transactions recorded by the respective depositories during that given week is made available to the registrar and transfer agent, who can access it by logging in to the respective online portals maintained by each of the depositories. We understand that (i) with respect to CDSL, the data that can be accessed by the transfer agent contains details of country of origin/address of the shareholders; and (ii) with
respect to NSDL, while information in relation to country of origin is maintained by NSDL, such information can be made available but must be specifically requested by the transfer agent. In preparing the Shareholder List, we understand that the (a) transfer agent obtained the country of origin in respect of each of the beneficial holders as set forth in CDSL’s records by accessing the weekly data available on the CDSL online portal; and (b) the transfer agent specifically requested country of origin information in respect of each of the beneficial owners as set forth in NSDL’s records from NSDL by way of an email dated May 8, 2025 and received the requested information on May 12, 2025. Accordingly, the registrar and transfer agent has compiled a list of shareholder information from the data available with the depositories.

July 31, 2025 depositories, as required by law, and the availability of such information to the transfer agent makes this type of outreach unnecessary. 10 According to the Target Company’s shareholders lists dated as of April 9, 2025 (the “Shareholders Lists”), the Target Company had 846,434,729 Shares outstanding (the “Share Capital”). There are no outstanding securities that are convertible or exchangeable into the Shares. A review of the individual holders listed on the Shareholders Lists reveals a total of 2,113,355 Shares held by individuals with U.S. addresses (amounting to approximately 0.25% of the Share Capital), and the Purchasers have assumed such holders to be U.S. Holders within the meaning of Instruction 2. In addition, the Shareholders Lists disclose a number of foreign institutional investors (i.e., FP Investors) that, while listing the Indian address of their respective custodians, might represent beneficial ownership of such Shares by a U.S. Holder. Based on our inquiries, we understand that the transfer agent accesses and collates the Shareholders Lists from the database maintained by the depositories, and the transfer agent has provided the details of the beneficial shareholders to the Target Company based on the information available with the depositories, including the number of Shares held by beneficial shareholders resident in India and the identities and the number of Shares held by each of the beneficial shareholders who are designated as FP Investors. Accordingly, an ownership analysis of the institutional holders of Shares to determine the number of Shares owned by U.S. Holders as of April 9, 2025 has been conducted and, based on information from the Shareholders Lists, including the underlying beneficial ownership information available with the depositories, and from the registration information of FP Investors available on the website of SEBI and the depositories, it was estimated that an additional 160,687,257 Shares (or approximately 18.98% of the Share Capital) were held by U.S. Holders. Aggregating the shareholding percentages of U.S. individual and institutional holders (based on the ownership analysis and on the assumption regarding ownership as described herein), the Purchasers estimate that the ownership of Shares by U.S. Holders determined under Instruction 2, as of April 9, 2025, was an aggregate of 162,800,612 Shares (or approximately 19.23% of the Share Capital). The Target Company is a foreign private issuer, as noted above, and meets all other conditions of Exchange Act Rule 14d-1(d). In addition, the Purchasers will comply with all applicable U.S. tender offer laws other than those for which an exemption has been provided. U.S. Holders do not hold more than 40.00% of the Shares, as determined pursuant to Instruction 2 to 10 We note also that precedent letters seeking exemptive relief with respect to target companies in India (see Aavas Financiers Limited letter (available December 4, 2024), R Systems
International Ltd. letter (available April 11, 2023), HealthCare Global Enterprises Limited letter (available July 16, 2020), and Mphasis Limited letter (available November 5, 2018)) describe a similar process for obtaining shareholder information from the depositories in India.

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Exchange Act Rule 14d-1(d). Accordingly, the Purchasers are proceeding on the basis that the Open Offer is eligible for the “Tier II” exemption under Rule 14d-1(d).
III. Transaction Documentation
The Purchasers, the Target Company and the Promoter Group have entered into a securities subscription agreement dated March 20, 2025 (the “Securities Subscription Agreement”), pursuant to which (i) the Target Company has agreed to issue and Purchaser 1 has agreed to subscribe to 92,901,373 Subscription Shares of the Target Company, representing up to approximately 9.89% of the Target Company’s Expanded Voting Share Capital, at a subscription price of INR 236 per Share (or approximately USD 2.754 per Share, based on a USD/INR exchange rate of USD 1 = INR 85.685) and (ii) the Target Company has agreed to issue and Purchaser 2 has agreed to subscribe to 92,901,373 Warrants, each representing a right to subscribe to one Share at a subscription price of INR 236 per Share (or approximately USD 2.754 per Share, based on a USD/INR exchange rate of USD 1 = INR 85.685 11), with each Warrant being exercisable and convertible in one or more tranches during the period commencing from the expiry of four months from the date of allotment of such Warrant until the expiry of eighteen months from the date of allotment of such Warrant. Additionally, the Purchasers, the Target Company and the Promoter Group have entered into a shareholders’ agreement dated March 20, 2025 (the “Shareholders’ Agreement”) recording the terms and conditions governing the management of the Target Company and its subsidiaries and the inter se rights and obligations between the Purchasers and the Promoter Group, in relation to the Target Company and its subsidiaries, by virtue of which, upon closing of the transaction in accordance with the Securities Subscription Agreement and the Shareholders’ Agreement, the Purchasers will acquire and exercise control over the Target Company along with the existing promoters and promoter group of the Target Company. The Securities Subscription Agreement, is conditioned upon inter alia (i) receipt of approvals from the Reserve Bank of India (the “RBI”) by the Target Company and certain of its subsidiaries, in the form and substance acceptable to the Purchasers, to undertake the transactions contemplated by the Securities Subscription Agreement, the Shareholders’ Agreement and the Open Offer and the appointment of certain individuals identified by the Purchasers for appointment as directors on the board of directors of the Target Company and certain of its subsidiaries and the expiry of the statutory time period from the date of issuance of a public notice by the Target Company and certain of its subsidiaries pursuant to the aforesaid approvals (unless waived by the RBI), (ii) receipt of approval from the Competition Commission of India by the Purchasers, in the form and substance acceptable to the Purchasers, (iii) receipt of in-principle approval from the Indian Stock Exchanges by the Target Company for the issuance and allotment of the Subscription Shares and Warrants to the Purchasers on the terms set forth in the Securities Subscription Agreement, in
the form and substance acceptable to the Purchasers, (iv) receipt of approval from 11 Source: Bloomberg (April 16, 2025)

July 31, 2025 the Insurance Regulatory and Development Authority of India for the appointment of individual identified by the Purchasers for appointment as director on the board of directors of Manappuram Insurance Brokers Limited, a wholly owned subsidiary of the Target Company, granted on the terms set out in the Securities Subscription Agreement, in the form and substance acceptable to the Purchasers, (v) grant of exemptive relief from the Commission in order to allow the Open Offer to be made to public shareholders residing in the U.S. without violating the rules of the Exchange Act, in the form and substance acceptable to the Purchasers (the matters referred to in clause (i) to clause (v), the “Required Approvals”), (vi) receipt of requisite corporate authorization from the shareholders of the Target Company which has been obtained on April 16, 2025, (vii) receipt of written consents or waivers or no-objections (as the case may be) by the Target Company and certain of its subsidiaries under their respective financing arrangements, and (viii) the accuracy of certain representations and warranties thereunder. Upon consummation of the transactions contemplated by the Securities Subscription Agreement (without giving effect to any Shares purchased pursuant to the Open Offer), the total shareholding of the Purchasers in the Target Company will be 92,901,373 Shares, representing approximately 9.89% of the Target Company’s Expanded Voting Share Capital. Pursuant to the Shareholders’ Agreement, amongst other rights (i) the Purchasers will have the right to nominate (a) two non-independent directors to the board of directors of the Target Company as long as the Purchasers hold at least 10.00% of the share capital of the Target Company on a fully diluted basis (including pursuant to exercise and conversion of the Warrants), or (b) one non-independent director to the board of directors of the Target Company as long as the Purchasers hold at least 5.00% of the share capital of the Target Company on a fully diluted basis (including pursuant to exercise and conversion of the Warrants), (ii) the Purchasers will have the right to nominate persons to fill vacancies for the positions of managing director, chief executive officer, chief financial officer, chief operating officer, head of risk & compliance or equivalent positions of the Target Company subject to prior consultation with a representative of the Promoter Group as long as the Purchasers hold at least 10.00% of the share capital of the Target Company on a fully diluted basis (including pursuant to exercise and conversion of the Warrants) and (iii) no action shall be taken, no agenda shall be considered, discussed, deliberated, acted on, or passed by way of a resolution by the Target Company or its subsidiaries directly or indirectly, without the affirmative vote or prior written consent of the Purchasers, in respect of certain specified matters including inter-alia amendments to the charter
documents of the Target Company and/or its subsidiaries, changes or reorganizations of the share capital of the Target Company and/or its subsidiaries, commencement of new lines of business, issuance of new securities, reorganizations/restructuring/merger/demerger/delisting of the Target Company or its subsidiaries, divestment, transfer or disposal of assets, incurrence or repayment of financial indebtedness above specified thresholds, appointment and removal of statutory auditors of the Target Company, appointment or termination of executive management, approval of business plans, capital commitments above specified thresholds and dividend declarations, so long as the Purchasers hold at least 10.00% of the share capital of the Target Company on a fully diluted basis (including pursuant to exercise and conversion of the Warrants). As a result, upon

July 31, 2025 consummation of the transaction, the Purchasers will acquire and exercise control over the Target Company and become ‘promoters’ of the Target Company along with the existing promoters of the Target Company in accordance with and subject to the terms in the Securities Subscription Agreement, the Shareholders’ Agreement, and the provisions of the Listing Regulations. As noted above, since the Purchasers would acquire control over the Target Company as a result of the transactions contemplated by the Securities Subscription Agreement and the acquisition of the rights described above pursuant to the Shareholders’ Agreement, the Purchasers are mandatorily required to make the Open Offer to the public shareholders of the Target Company (other than (i) the Purchasers, (ii) the Purchaser-Related Entities, (iii) the existing promoters and promoter group of the Target Company (including the Promoter Group), and (iv) any persons acting in concert with (i) to (iii)) pursuant to Regulation 3 and Regulation 4, read with Regulation 7(1), of the Takeover Regulations. Pursuant to the Open Offer, the Purchasers will seek to purchase up to 244,227,387 additional Shares, representing 26.00% of the Target Company’s Expanded Voting Share Capital, as described further below. Following issuance and allotment of the Subscription Shares and completion of the Open Offer, assuming full acceptance in the Open Offer, the Purchasers will hold 337,128,760 Shares, representing approximately 35.89% of the Target Company’s Expanded Voting Share Capital, and control the Target Company along with the existing promoters and promoter group of the Target Company in accordance with and subject to the terms in the Securities Subscription Agreement, the Shareholders’ Agreement and the provisions of the Listing Regulations. The closing of the Open Offer is conditioned on receipt of the Required Approvals as well as certain other closing conditions. In addition, because U.S. Holders comprise more than 10.00% of the Share Capital of the Target Company, the Purchasers must obtain exemptive relief from the Commission in order to allow the Open Offer to be made to U.S. shareholders without violating Rule 14e-1(a). The Purchasers have therefore conditioned the commencement of the Tendering Period (as defined below) on receipt of such exemptive relief, which is being requested in this letter.
IV. Open Offer Procedures under Indian Takeover Regulations
As noted above, the Purchasers’ Indian counsel has advised that, as a result of the transactions contemplated by the Securities Subscription Agreement and the acquisition of rights described above pursuant to the Shareholders’ Agreement, the Purchasers will be required, under the Takeover Regulations, to make the Open Offer to the public shareholders of the Target Company (other than (i) the Purchasers, (ii) the Purchaser-Related Entities and (iii) the existing promoters and promoter group of the Target Company (which includes the Promoter Group), and (iv) any persons acting in concert with (i) to (iii)) to acquire Shares up to the Mandatory Offer Size, at a price per Share determined in accordance with the provisions of the Takeover Regulations.

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Further, in accordance with the Takeover Regulations, the Open Offer has to be made to all public shareholders of the Target Company (as of the Identified Date (as defined herein)) and has to be made on equal terms. Accordingly, the Open Offer will be structured as a single offer made worldwide, including in the United States. In the event that the public shareholders tender a number of Shares greater than the Mandatory Offer Size, Purchasers will purchase validly tendered Shares on a proportionate basis (and the total number of Shares purchased in the Open Offer will not exceed the Mandatory Offer Size). There is no requirement that a minimum number of Shares be tendered under the Open Offer. The offer price per Share payable under the Open Offer is equal to the consideration payable under the Securities Subscription Agreement and is in compliance with the requirements of the Takeover Regulations with respect to offer price. Specifically, the Purchasers’ Indian counsel has advised that, under the Takeover Regulations, the necessary offer price must be the highest of (i) the highest negotiated price per share of a target company for any acquisition under the agreement attracting the obligation to make a public announcement of an open offer, (ii) the volume-weighted average price 12 paid or payable for acquisitions, whether by the acquirer or by any person acting in concert with the acquirer, during the 52 weeks immediately preceding the date of the public announcement, (iii) the highest price paid or payable for any acquisition, whether by the acquirer or by any person acting in concert with the acquirer, during the twenty-six weeks immediately preceding the date of the public announcement, (iv) the volume-weighted average market price 13 of such shares for a period of 60 trading days immediately preceding the date of the public announcement as traded on the stock exchange where the maximum volume of trading in the shares of the target company are recorded during such period, provided such shares are frequently traded, (v) where the shares are not frequently traded 14, the price determined by the 12 The term “volume-weighted average price” is defined in the Takeover Regulations as “the product of the number of equity shares bought and price of each such equity share divided by the total number of equity shares bought.” 13 The term “volume-weighted average market price” is defined in the Takeover Regulations as, “the product of the number of equity shares traded on a stock exchange and the price of each equity share divided by the total number of equity shares traded on the stock exchange.” 14 The term “frequently traded shares” is defined in the Takeover Regulations as, “the shares of a target company, in which the traded turnover on any stock exchange during the twelve calendar months preceding the calendar month in which the public announcement is required to be made under these regulations, is at least ten per cent of the total number of
shares of such class of the target company, provided that where the share capital of a particular class of shares of the target company is not identical throughout such period, the weighted average number of total shares of such class of the target company shall represent the total number of shares.” The term “weighted average number of total shares” is defined in the Takeover Regulations as, “the number of shares at the beginning of a period, adjusted for shares cancelled, bought back or issued during the aforesaid period, multiplied by a time-weighing factor.”

July 31, 2025 acquirer and the manager to the open offer taking into account valuation parameters including, book value, comparable trading multiples, and such other parameters as are customary for valuation of shares of such companies, or (vi) the per share value computed under Regulation 8(5) of the Takeover Regulations, if applicable 15. In the present instance, the Shares are frequently traded, so the calculation method mentioned in (v) above is not applicable. The calculation methods mentioned in (ii), (iii) and (vi) above are also not applicable. The price per share of the Target Company under the Securities Subscription Agreement (which is one of the contracts attracting the obligation to make a public announcement of an open offer) is INR 236 per Share, which is higher than the volume-weighted average market price of the Shares calculated in accordance with (iv) above (as a result of which the calculation method in (iv) above is not applicable) and is therefore the price required to be offered in the Open Offer. In addition, in accordance with the Takeover Regulations, the Purchasers respectfully submit that all holders of the Shares (as of the Identified Date (as defined herein)), including those in the U.S., will be provided with information about the Open Offer in advance of the 10 Working Day period during which the Open Offer will be open pursuant to the Takeover Regulations. Specifically, as per the estimated timeline set forth below, the dispatch of the Letter of Offer (as defined herein) is expected to occur within 7 Working Days from the date of receipt of final comments from SEBI on the draft letter of offer in accordance with the Takeover Regulations. As per the estimated timeline, the last date by which the Letter of Offer is expected to be dispatched is August 11, 2025, subject to receipt of approval from SEBI, and the Purchasers will endeavor to dispatch the Letter of Offer in advance of such date. The Purchasers confirm that the Open Offer will open no later than 12 Working Days from the date of receipt of final comments from SEBI on the draft letter of offer, so, assuming receipt of final comments on July 31, 2025, we anticipate the opening of the Open Offer will occur on or around August 19, 2025. The closure of the Tendering Period of the Open Offer is expected to occur on September 2, 2025. Accordingly, between the dispatch of the Letter of Offer to the holders of the Shares by August 11, 2025 and the closure of the Tendering Period of the Open Offer on September 2, 2025 (both dates inclusive), a period of at least 15 Working Days (23 calendar days and 16 business days (with a “business day” being as defined in Rule 14d-1(g) under the Exchange Act)) will elapse. Further, the time period between the date of the first public announcement of the Open Offer on March 20, 2025, and closure of the Tendering Period of the Open Offer on September 2, 2025 (both dates inclusive), will be at least 111 Working Days (being 115
business days or 167 calendar days). 15 Regulation 8(5) of the Takeover Regulations prescribes the method for computing offer price in case of indirect acquisition of control over the Indian listed company. This regulation is not applicable for the current transaction.

July 31, 2025
All purchases pursuant to the Open Offer will be paid for in Indian rupees (“INR”), including to holders of Shares who are resident outside of India. Neither Purchaser is a person resident in India under applicable Indian foreign exchange control regulations. If the Purchasers do not have control over the Target Company at the time of acquiring the Shares tendered by the public shareholders under the Open Offer, the Purchasers will not be permitted to acquire the Shares of the Target Company on the floor of the recognized stock exchanges in India, as per applicable foreign exchange control regulations in India. 16 In such event, the Purchasers will follow a mechanism wherein Shares will be tendered to the registrar to the Open Offer (the “Registrar”) and will be held in an escrow account maintained by the Registrar. The public shareholders of the Target Company who wish to avail of and accept the Open Offer are required to deliver duly completed and signed forms along with all the relevant documents to the Registrar on or before the closure of Tendering Period. Such information primarily consists of a validly executed and completed form of acceptance, a delivery instruction slip, a duly attested power of attorney, a corporate authorization (including board resolution/specimen signature) and a no objection certificate from any lender (if the Shares in respect of which the acceptance is sent were under any charge, lien, or encumbrance). Foreign portfolio investors need to submit a copy of the registration certificate issued by SEBI. Applicants who cannot hand deliver their documents at the collection centers of the Registrar are required to send the same by registered post with due acknowledgement or by courier only, at their own risk and cost, so as to reach the Registrar on or before the last date of the Tendering Period. Holders of Shares must deliver appropriate documentation to the Registrar for the Registrar to validly accept the Shares tendered under the Open Offer. If the Purchasers have control over the Target Company at the time of acquiring the Shares tendered by the public shareholders under the Open Offer, the acquisition by the Purchasers of the Shares tendered in the Open Offer will be implemented through the stock exchange mechanism made available by the recognized stock exchanges. Specifically, the Open Offer will be implemented by the Purchasers through the stock exchange mechanism made available by the stock exchanges in India in the form of a separate window (the “Acquisition Window”) as 16 Under the Takeover Regulations, an acquirer cannot complete the acquisition of the shares or voting rights in, or control over, a target company, including by way of subscription to the primary shares until the expiry of the offer period. Hence, even primary shares are initially held in escrow till the expiry of the offer period. However, if the acquirer deposits cash in an amount equal to the entire consideration payable under the open offer
assuming full acceptance of the open offer into an escrow account, then the acquirer may complete the acquisition of shares or voting rights in and gain control over a target company. Therefore, if the Purchasers elect to deposit the entire consideration amount into an escrow account and the Purchasers have acquired control of the Target Company at the time the Shares are tendered, then the stock exchange mechanism shall apply. If the Purchasers instead elects not to deposit the entire consideration amount into an escrow account and the Purchasers have not acquired control of the Target Company at the time the Shares are tendered, then the other mechanism shall apply.

July 31, 2025 provided under the Takeover Regulations and other relevant circulars. The public shareholders of the Target Company who wish to avail of and accept the Open Offer are required to approach their respective selling broker and indicate the details of Shares that they intend to tender in the Open Offer. The selling broker, in turn, will place an order on behalf of such public shareholders using the Acquisition Window of the stock exchanges. The Purchasers will also appoint a broker for the Open Offer through whom the purchase and settlement of the Shares tendered in the Open Offer via the Acquisition Window can be made. The Purchasers will also detail the procedure in the Letter of Offer that will be sent to all shareholders. In the case of purchases through either mechanism, the proposed procedure will be the same for all public shareholders of the Target Company, including public shareholders who are resident outside of India. In addition, all public shareholders of the Target Company, including U.S. Holders, will be able to access a selling broker that is registered in India and can therefore avail themselves of the Acquisition Window. 17 The Purchasers, in consultation with the manager to the Open Offer, will determine the Shares to be accepted subject to proration, if necessary, and return unaccepted Shares. Payments must be made by the Purchasers within 10 Working Days of the closure of the Open Offer, as required by the Takeover Regulations. Accordingly, acceptances under the Open Offer will be processed as promptly as practicable after the close of the Open Offer, and the Purchasers expect to conclude payments for accepted acceptances as promptly as practicable and within 10 Working Days after the Tendering Period is closed. 17 All public shareholders of the Target Company, including U.S. Holders, will be able to access and accept the Open Offer and tender their Shares via the Acquisition Window either through their existing selling broker, any BSE or NSE registered stock broker or through the broker appointed by the Purchasers for the Open Offer. The Letter of Offer will be dispatched via e-mail to all public shareholders (including U.S. Holders), who have made such election and whose e-mail addresses are available in the Shareholders Lists simultaneously. In addition, a physical copy of the Letter of Offer will be sent to the remaining U.S. Holders by expedited commercial courier. U.S. Holders will be able to tender their shares at the same time as other public shareholders through their existing broker and the process of tendering Shares is uniform across all the public shareholders (regardless of whether such shareholders are U.S. Holders). It is our understanding there is no additional lead time or delay for U.S. Holders to tender their shares, and U.S. Holders may begin tendering their shares at the beginning of the Tendering Period through its completion. During the Tendering Period, the order for selling the Shares will
be placed by the public shareholders through their respective stockbrokers during normal trading hours of the secondary market. Once relevant instructions are issued to the stockbroker, the Shares tendered are blocked and a lien is marked on the tendered Shares in the depository system by the depositories until expiry of the Tendering Period. Upon finalization of the quantity of Shares that have been accepted on a proportionate basis in the Open Offer, only the accepted quantity of Shares shall be debited from the account held by the public shareholder with the depository and the clearing corporation will facilitate clearing and settlement of trades. The lien on any Shares that are not accepted during the Open Offer is released.

July 31, 2025
We have been informed by the Purchasers’ Indian counsel that:
(1) The Open Offer commences, for purposes of Indian law, with the formal public announcement of the Open Offer by the Purchasers in accordance with the Takeover Regulations. (2) The Purchasers are required to make a formal public announcement of the Open Offer on the same day on which the Purchasers enter into the Securities Subscription Agreement and the Shareholders’ Agreement (the “Public Announcement”). Such Public Announcement was made on March 20, 2025. (3) Within five Working Days of the Public Announcement, the Purchasers are required to publish a detailed public statement (the “Detailed Public Statement”) in all editions of any one English national daily, any one Hindi national daily, both with wide circulation, and any one regional language daily, with wide circulation at the place where the registered office of the target company (in this case, the Target Company) is situated and one regional language daily with wide circulation at the place of the stock exchange where the maximum volume of trading in the shares of the target company are recorded during the 60 trading days preceding the date of the Public Announcement. The Detailed Public Statement, inter alia, contains details in relation to the Open Offer including the nature of the proposed acquisition, the details of the Purchaser, the size of the Open Offer, the price payable for the shares tendered under the Open Offer and the basis for calculation of the offer price in accordance with the provisions of the Takeover Regulations. The Detailed Public Statement dated March 26, 2025, was published on March 27, 2025, in the following newspapers: Financial Express (all editions), Jansatta (all editions), Deepika (Thrissur edition) and Navshakti (Mumbai edition) (the “Indian Newspapers”). (4) Within five Working Days from the date of the Detailed Public Statement, the Purchasers are required to submit a draft letter of offer for the Open Offer (the “Draft Letter of Offer”) to SEBI for review and comment by SEBI. The Draft Letter of Offer was submitted by the Purchasers to SEBI on April 4, 2025. 18 (5) Since March 20, 2025, the Open Offer has also been the subject of coverage by various news agencies and newspapers, including Reuters, which are accessible in the U.S. and by U.S. Holders. The Public Announcement, the Detailed Public Statement and the Draft 18 It is typical for the SEBI comment letter (referred to in India as an “observation letter”) in respect of a draft letter of offer to require that all comments from SEBI be incorporated into the final letter of offer prior to its distribution to shareholders.

July 31, 2025
Letter of Offer also have all been uploaded on the website of SEBI and the Indian Stock Exchanges for the information and review of the public shareholders. (6) After the issue of final observations on the Draft Letter of Offer by SEBI, the Purchasers are required to incorporate those observations into the final letter of offer (“Letter of Offer”) and dispatch the final Letter of Offer to all of the public shareholders of the Target Company. The final Letter of Offer is required to be dispatched to all the public shareholders whose names appear in the register of members of the Target Company as of the Identified Date 19, not later than seven Working Days from the date of receipt of observations from SEBI on the Draft Letter of Offer. If there are delays in the SEBI review process, or if the Required Approvals are not received prior to seven Working Days from the date of receipt of SEBI’s observations on the Draft Letter of Offer, the timeline outlined above would be commensurately delayed. (7) If the Required Approvals are not received prior to seven Working Days from the date of receipt of SEBI’s observations on the Draft Letter of Offer, then the Purchasers will need to make an application to SEBI for a request to extend the date for dispatching the Letter of Offer and commencement of the Tendering Period of the Open Offer. SEBI may, where it is satisfied that such non-receipt was not attributable to any willful default, failure, or neglect on the part of the Purchasers to diligently pursue such approvals, grant extension of time subject to the Purchasers agreeing to pay interest to the public shareholders for the delay at such rate as may be specified by SEBI. (8) As of the date hereof, the Purchasers intend to dispatch the Letter of Offer within seven Working Days from the later of the date of receipt of SEBI’s observations on the Draft Letter of Offer or such other date as may be permitted by SEBI pursuant to the application for extension, as mentioned in paragraph (7) above. Under the Takeover Regulations, the Letter of Offer can be dispatched to the public shareholders in electronic and/or physical form. The Purchasers intend to dispatch the Letter of Offer to all of the public shareholders of the Target Company as of the Identified Date via e-mail and in its absence or bounce back, through post, if shareholders have elected to provide their email addresses to the registrar and transfer agent of the Target Company. 20 The Letter of Offer will therefore be dispatched via e-mail to U.S. Holders who have made this election and whose email addresses are available in the Shareholders Lists. As of April 9, 2025, email addresses are 19 “Identified Date” means the date falling on the tenth Working Day prior to the date of the commencement of the Tendering Period. The Identified Date serves as a cut-off date for the purposes of determining the shareholders to whom the Letter of Offer shall be sent. 20 We understand that such election enables the
Target Company to use these e-mail addresses for communications with such shareholders and that the Target Company regularly does so.

July 31, 2025 available for 857 of 872 U.S. Holders (such 857 U.S. Holders representing approximately 19.17% of the Share Capital). In addition, we understand that the custodians operating in India would typically use electronic means, such as email, to promptly forward such shareholder materials to beneficial holders of the shares in the U.S. A physical copy of the Letter of Offer will be sent to the remaining public shareholders of the Target Company in the U.S. by expedited commercial courier, with delivery expected within five days from the date of dispatch. The Purchasers will open the Tendering Period for the Open Offer not earlier than five Working Days from the dispatch of the Letter of Offer. Therefore, between the dispatch of the Letter of Offer and the closure of the Tendering Period (both days inclusive), a total of at least 15 Working Days (which is estimated to be approximately 16 business days and approximately 23 calendar days, assuming that the Letter of Offer is dispatched on August 11, 2025), will lapse. (9) On or about the date the Letter of Offer is dispatched to the shareholders, the Purchasers undertake to publish a legal notice in the U.S. national print edition of The Wall Street Journal disclosing the price per Share of the Open Offer, the maximum number of Shares sought in the Open Offer, the ten Working Days during which the Open Offer will be open and that the Letter of Offer has been sent to shareholders and is available on the official website of SEBI. (10) In 2011, SEBI shortened the period for which an Open Offer must be held open from 20 days to 10 Working Days. 21 Specifically, as a result of the change, Regulation 18(8) of the Takeover Regulations provides that the Open Offer must remain open for public shareholders to accept and tender for a fixed period of 10 Working Days (“Tendering Period”). Timelines for the Tendering Period as prescribed under the Takeover Regulations are statutorily mandated and while SEBI has the power to extend such timelines, such power is generally not exercised. Since the Open Offer is a statutorily mandated tender offer under Indian law, the Purchasers are prohibited from reducing the price offered or the number of Shares it will accept. The Takeover Regulations do not contemplate changes to the terms of an open offer during the Tendering Period, extensions of the Tendering Period or, in the circumstances applicable to the Open Offer, exemptions to permit such changes or extensions. (11) Regulation 18(10) under the Takeover Regulations requires that payment of consideration for accepted Shares be made by the Purchasers within ten (10) Working Days of the expiration of the Tendering Period. Within this timeframe, the forms of acceptance along with all the accompanying documents will need to be reviewed and verified. Proration 21 The Takeover Regulations were notified on 23 September 2011 and came into force on 23 October 2011, replacing the SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 1997.

July 31, 2025 calculations may also be required. Finally, payments need to be made to public shareholders using means of payment including electronic transfers, cheques, and demand drafts. We understand that these procedures will likely lead to payment of the offer consideration beyond two trading days following expiration of the Tendering Period. However, the Purchasers intend to complete payment to each public shareholder as promptly as practicable and as soon as the procedures described above are completed for such public shareholders, and in any case within the mandatory period of 10 Working Days after the closure of the Tendering Period, as required under the Takeover Regulations. The Purchasers believe that such payment will be completed within approximately 5 to 6 Working Days (approximately 5 to 6 business days or approximately 8 calendar days) after closure of the Tendering Period. 22
V. Discussion of Exemptive Relief Requested
In accordance with the Takeover Regulations, the Open Offer has to be made to all public shareholders of the Target Company (as of the Identified Date) and has to be made on equal terms. Accordingly, all public shareholders of the Target Company, including those resident in the U.S., will be able to tender their Shares in the Open Offer. In addition, U.S. Holders of the Shares cannot be excluded from the Open Offer or be offered different terms from those offered to nonU.S. Holders. As the Purchasers will be unable to exclude U.S. Holders from the Open Offer or offer different terms to U.S. Holders, the Open Offer will be subject to the Takeover Regulations 22 Payment typically takes 5-6 business days in India because, once the Tendering Period closes, a reconciliation exercise is carried out by the manager and the transfer agent to the Open Offer and a final list is provided to the stock exchanges to facilitate settlement. Specifically, we understand from the transfer agent that a reconciliation process will be undertaken in the following manner (with the day of closure of the Tendering Period being “T”):
(a) On T+1, the transfer agent will undertake a reconciliation/proration exercise; (b) On T+2, the final data reflecting this reconciliation/proration will be provided by the transfer agent to the manager for approval; (c) On T+3, the final details of payment reflecting the foregoing approved reconciliation/proration will be provided to the manager for approval; and (d) On T+4/5, once the manager approves the details or payment (and confirms compliance with RBI guidelines, tax treatment and appropriate documents being maintained by the depository), the transfer agent can proceed to make payments to the relevant shareholders. The foregoing steps reflect the typical settlement and payment process in transactions in India involving tender offers. The Purchasers intend to proceed on the understanding that, pursuant to the exemption granted by Exchange Act Rule 14d-1(d)(2)(iv), payment within this time period will satisfy the “prompt payment” requirements of Exchange Act Rule 14e-1(c).

July 31, 2025 and the Exchange Act. We note again that only approximately 19.23% of the Share Capital is held by U.S. Holders and eligible to participate in the Open Offer; hence, the Purchasers are proceeding on the basis that the Open Offer is eligible for the “Tier II” exemption under Rule 14d- 1(d). Due to differences between relevant legal and regulatory requirements and customary tender offer practices in India and the United States, we request on behalf of the Purchaser, exemptive relief with respect to Rule 14e-1(a) under the Exchange Act as described more fully below. Except for this exemptive relief, the Open Offer will comply with the applicable rules under the Exchange Act. A. Rule 14e-1(a) — Minimum Period for a Tender Offer 23 Rule 14e-1(a) under the Exchange Act provides that, “. . . no person who makes a tender offer shall . . . [h]old such tender offer open for less than twenty business days from the date such tender offer is first published or sent to security holders.” The Takeover Regulations require the Open Offer to remain open for acceptance for a fixed period of ten Working Days, which cannot be reduced or increased. Accordingly, the Purchasers would be prohibited under Indian law from holding the Open Offer open for more than ten Working Days. Further, U.S. Holders of the Shares cannot be excluded from the Open Offer or be offered different terms from those offered to non-U.S. Holders. Absent exemptive relief, the Purchasers will face the choice of either violating the requirements of the Takeover Regulations or violating the requirements of Rule 14e1(a). We respectfully submit that the purpose of requiring a minimum period of 20 business days under Rule 14e-1(a) is not implicated in this situation but rather is adequately addressed by the Takeover Regulations’ requirements. Specifically, in accordance with the Takeover Regulations, the Purchasers must make the Public Announcement, publish the Detailed Public Statement, submit a Draft Letter of Offer to SEBI for review and comment, and incorporate all the observations of SEBI into the final Letter of Offer before the Letter of Offer can be dispatched to the public shareholders and the ten (10) Working Day period of the Open Offer can commence. In view of the time needed for SEBI to perform its review, the time between the date 23 The Staff has previously granted exemptive relief from Rule 14e-1(a) under the Exchange Act in a tender offer for an Indian company. See Satyam Computer Services Limited letter (available April 28, 2009), Patni Computer Services Limited letter (available February 9, 2011), Just Dial Limited letter (available January 29, 2016), Marble LI Pte. Ltd. letter (available June 28, 2016), Sun Pharmaceutical Industries Ltd. letter (available July 19, 2016), Infosys Limited letter (available August 16, 2017), HCL Technologies Limited letter (available September 4, 2018), Mphasis Limited letters (available April 7, 2017 and November 5, 2018), Redington
(India) Limited letter (available October 17, 2018), Just Dial Limited letter (available November 30, 2018) Indian Energy Exchange Limited letter (available March 1, 2019), Softsol India Limited letter (available December 22, 2022), R Systems International Ltd. letter (available April 11, 2023) and Aavas Financiers Limited letter (available December 4, 2024).

July 31, 2025 on which the purchase price (i.e., the key term of the Open Offer since it is an all-cash open public offer) (i.e. March 20, 2025) and other material terms of the Open Offer have been made publicly available (published in newspapers and uploaded on the website of SEBI and the Indian Stock Exchanges) (i.e. March 27, 2025 and April 4, 2025) and the time that the Open Offer expires will exceed 20 business days by a significant amount, thereby providing public shareholders with more than 20 business days to consider their response to the Open Offer. We currently estimate that the time between the date on which the purchase price and other material terms of the Open Offer have been made publicly available (i.e. March 20, 2025), and the expiration of the Tendering Period of the Open Offer will be at least 111 Working Days (being 115 business days or 167 calendar days). We believe that this period for review and public shareholder decision-making is consistent with the objectives of Rule 14e-1(a). For the foregoing reasons, we respectfully request the Staff to grant exemptive relief with respect to Rule 14e-1(a) to permit the Open Offer to be held open for a period of ten Working Days in accordance with applicable Indian laws and regulations. Conclusion Exemptive relief is necessary with regard to Rule 14e-1(a) under the Exchange Act, which will otherwise apply to the Open Offer in the United States and conflict with Indian laws relating to third party tender offers. If exemptive relief is granted under Rule 14e-1(a), the Open Offer will comply with all Exchange Act requirements applicable to a tender offer eligible under the “Tier II” exemption. For the reasons discussed above, we respectfully request the Staff to grant exemptive relief requested in connection with the Open Offer. Such exemptive relief will also enhance comity between SEBI and the Commission. Accommodation by the Staff through exemptive relief will enable the Purchasers to complete the Open Offer as contemplated, while at the same time enable the U.S. Holders of Shares to have a liquidity opportunity at the same price and otherwise on the same terms as provided to non-U.S. shareholders.

If you have any questions or require any additional information, please do not hesitate to contact the undersigned at +1 (212) 446-4746 of Kirkland & Ellis LLP. Thank you for your consideration of these matters. Very truly yours, Michael Kim cc: Anchal Dhir, Cyril Amarchand Mangaldas f!Zj_cJ� �

Date: July 31, 2025
Ref No: 2416
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
United States of America.
Attn: Tiffany Posil, Chief, Office of Mergers and Acquisitions Perry Hindin, Special Counsel, Office of Mergers and Acquisitions Re: Tender Offer for Shares of Manappuram Finance Limited Ladies and Gentlemen:
We are acting as the Indian legal advisers to BC Asia Investments XXV Limited, a private limited company incorporated under the laws of Mauritius (“Purchaser 1”), and BC Asia Investments XIV Limited, a private limited company incorporated under the laws of Mauritius (“Purchaser 2,” and together with Purchaser 1, the “Purchasers”) along with BC Asia Investments XXIV Limited, a private limited company incorporated under the laws of Mauritius, BC Asia Investments XXVI Limited, a private limited company incorporated under the laws of Mauritius, BC Asia Investments XXI Limited, a public limited company incorporated under the laws of Mauritius, Bain Capital Asia Fund V, L.P., an exempted limited partnership organized under the laws of the Cayman Islands, BC Asia V CTB Investors, L.P., an exempted limited partnership organized under the laws of the Cayman Islands and BC Asia V Private Investors L.P., an exempted limited partnership organized under the laws of the Cayman Islands (collectively, the “Purchaser-Related Entities”), in connection with a mandatory cash tender offer, to purchase equity shares of Manappuram Finance Limited (“Target Company”), a public limited company incorporated under the laws of India, referred to as an open offer under the Indian law (“Open Offer”). In such capacity, we have been requested to review the letter, dated July 31, 2025 prepared by Kirkland & Ellis LLP on behalf of the Purchasers and the Purchaser-Related Entities requesting exemptive relief from Rule 14e-1(a) under the Securities Exchange Act of 1934, as amended, in connection with the Open Offer (the “Letter”) and to provide you this letter (this “Support Letter”) to support the description of Indian law, regulation and practice, and in particular, to support the statements relating to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and the manner in which shareholder information is maintained and made available by the depositories based on enquiries of the

registrar and transfer agent of the Target Company, each as described in the Letter (such statements are collectively referred to as the “Indian Statements”). For the purposes of this Support Letter, we have only examined an electronic copy of the Letter and no documents have been reviewed by us in connection with this Support Letter other than the Letter. Accordingly, we shall limit the views expressed in this Support Letter to the Letter and certain Indian legal matters described therein. Based on the foregoing and subject to the qualifications set out below, we confirm that, in our opinion, the descriptions of Indian law and regulations in the Letter are fair, accurate and, as regards the aspects of the Open Offer described in the Letter for which relief has been requested therein, complete in all material respects and, in our view, the descriptions of Indian practice in the Letter are fair, accurate and, as regards the aspects of the Open Offer described in the Letter for which relief has been requested therein, complete in all material respects. This Support Letter is confined to and given on the basis of the laws and regulations of India in force on the date hereof. Such laws and regulations are subject to interpretation by the competent authorities including the Securities and Exchange Board of India. Such interpretation is subject to change without advance notice and the competent authorities may disregard past precedents. Please note the following:

The Indian Statements consist of summaries of relevant matters of Indian law and
regulation, or as the case may be, Indian practice, and should not be construed as a comprehensive description of all law, regulations, rules and practice.
Except as set out below, this letter may not be reproduced, referred to, or quoted in any
offering materials, disclosure materials or printed matter relating to the Open Offer.
We consent to this Support Letter being attached to the Letter and being published on the
website of the Securities and Exchange Commission.
This Support Letter is as of the date hereof and we assume no obligation to advise you of
any changes in fact or in law that are made or brought to our attention hereafter.
The lawyers of our firm are members of the Indian bar and do not hold themselves out to
be experts in any laws other than the laws of India. Accordingly, the views expressed herein are as to Indian law only and we express no view with respect to the applicability or the effect of the laws of any other jurisdiction to or on or in connection with the matters covered herein.
Many provisions in the law are principle based and application thereof implies discretion.
In the absence of explicit statutory law, we base our opinion and view solely on our independent professional judgment. This Support Letter is further confined to the matters stated herein and the Letter, and is not to be read as extending, by implication or otherwise, to any other matter.
In rendering this Support Letter, we have reviewed such laws of the Republic of India as
we considered relevant and necessary, and we have not made any investigation of, and do not express any opinion on, the laws of any jurisdiction other than the laws of the Republic of India as applicable on the date of this letter. Sincerely yours, Cyril Amarchand Mangaldas Advocates & Solicitors Peninsula Chambers, Peninsula Corporate Park, GK Marg, Lower Parel, Mumbai - 400 013, India.

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