Manba Finance Ltd. Files Annual Compliance Report, Details ₹4.9 Lakh in Past Fines

Manba Finance Ltd. has filed its Annual Secretarial Compliance Report (ASCR) for the financial year ended March 31, 2026. The report highlights past non-compliance fines totalling ₹4,96,780, alongside efforts to rectify these issues and secure waivers.

Reader Takeaway: Past compliance issues resolved; ₹4.9L waiver pending for board composition fines.

What just happened (today’s filing)

Manba Finance Limited submitted its Annual Secretarial Compliance Report (ASCR) for the fiscal year ending March 31, 2026, on May 15, 2026. The report, prepared by Ronak Jhuthawat & Co., confirms the company's compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR). It also details previous lapses that led to monetary penalties.

The ASCR identified specific instances of non-compliance. A fine of ₹36,580 was levied for past issues related to the format of financial result disclosures. Additionally, non-compliance with board composition regulations resulted in fines of ₹5,900 in November 2024 and ₹4,54,300 in March 2025 from both the BSE and NSE.

The company has since taken corrective actions. The board of directors has been reconstituted to align with SEBI LODR Regulations, and efforts are underway to address the past non-compliance concerning the format of financial disclosures. A waiver application is also in process for the fines related to board composition.

Why this matters

This filing provides transparency on the company's compliance journey. While the ASCR confirms current adherence to listing norms, the disclosure of past fines underscores the importance of robust internal controls and timely regulatory adherence. The outcome of the waiver application will be a key indicator of how the exchanges and SEBI view the company's remediation efforts.

The backstory (grounded)

Manba Finance is a Non-Banking Financial Company (NBFC) that primarily serves the retail lending segment, including vehicle finance and loans for Micro, Small, and Medium Enterprises (MSMEs). The NBFC sector operates under strict regulatory oversight, requiring adherence to SEBI (LODR) Regulations concerning disclosures, governance, and board composition. The company has faced prior scrutiny; SEBI had imposed a penalty on Manba Finance for non-compliance with LODR Regulations concerning financial result disclosures for the second quarter of FY23, via an order dated February 12, 2024. These past issues highlight the critical need for meticulous compliance management.

What changes now

• Shareholders get confirmation of the company's current compliance status for FY26.
• Rectification of past lapses, including board reconstitution, is a positive governance step.
• The pending waiver application for ₹4,96,780 in fines represents a potential financial relief and a cleaner compliance record.
• It signals renewed focus on adhering to SEBI LODR norms moving forward.

Risks to watch

• The primary risk is the potential rejection of the waiver application for the ₹4,96,780 in fines, which could necessitate their definitive payment and reflect negatively on the company's governance.
• Any recurrence of non-compliance issues could lead to further penalties or regulatory scrutiny.
• Continued operational challenges or slower resolution of past issues could divert management focus.

Peer comparison

Manba Finance operates in the competitive NBFC landscape alongside peers like Shriram Finance and Cholamandalam Investment. While these larger entities typically have more established compliance frameworks, all NBFCs are bound by SEBI's strict governance and disclosure norms. The identified fines, though relatively small in absolute terms for a listed entity, highlight the universal challenge of maintaining impeccable compliance, especially for smaller NBFCs navigating growth and regulatory evolution.

Context metrics (time-bound)

• Total past non-compliance fines identified by the ASCR for FY24-FY25 amount to ₹4,96,780.
• A SEBI order dated February 12, 2024, imposed a penalty for non-compliance with financial result disclosures for Q2 FY23.

What to track next

• The outcome of the waiver application for the ₹4,96,780 in fines.
• Future Annual Secretarial Compliance Reports and their confirmation of sustained compliance.
• Any updates from SEBI or stock exchanges regarding regulatory actions.
• Management commentary on the significance of these past lapses and future compliance strategies.
• The company's financial performance and growth trajectory in the NBFC sector.