REVIEW OF BUSINESS AND OPERATIONS,
STATE OF AFFAIRS OF THE COMPANY AND
MACRO-ECONOMIC OUTLOOK

The Company reported consolidated net revenue of
5 3,122 Cr for the FY 2026 which was up by 8% as
compared to FY 2025. The revenue streams continue to
be diversified across our four business segments namely
Wealth Management, Asset Management, Asset Services
and Capital Markets. The consolidated profit after tax of
5 1,041 Cr, for the FY 2026, is up by 6% as compared to
FY 2025. For further details, you may refer to the
Management Discussion & Analysis Report which forms
part of this Annual Report.

AWARDS AND RECOGNITIONS

During the year under review, the Company, its Subsidiaries
and Associate(s) received several awards across various
functional areas, some of which have been elaborated
under the Awards and Recognitions section in this Annual
Report.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

There have been no material changes and commitments
affecting the financial position of the Company, which
occurred between the end of the FY 2026 to which the
Financial Statements relate and the date of this Directors'
Report.

MUTUAL FUND LICENSE

As part of its strategic objective to strengthen its position
as a diversified financial services group, the Company
sought approval from Securities and Exchange Board of
India ("SEBI") to act as sponsor of Nuvama Mutual Fund.
During the year under review, the Company received
in-principle approval from SEBI on October 1, 2025, for
establishing a mutual fund. Thereafter, upon fulfilling the
conditions specified by SEBI and establishing the requisite
infrastructure and operational framework, Nuvama Mutual
Fund was granted the Certificate of Registration on
June 8, 2026.

The Company, in its capacity as Sponsor, expects Nuvama
Mutual Fund to commence its business operations shortly
and remains committed to delivering innovative and
customer-centric investment solutions to investors.

DIVIDEND

Pursuant to Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ('Listing
Regulations'), a Dividend Distribution Policy has been
formulated and the same is available on the website of
the Company i.e. https://www.nuvama.com/wp-content/
uploads/2023/08/17-Dividend-Distribution-Policy.pdf

The Board of the Company declared and paid two (2)
interim dividends during the FY 2026, the details are as
follow:

The dividend payouts for the year under review were in
accordance with the Company's Dividend Distribution
Policy.

The dividends that are unclaimed/unpaid for seven
years shall be transferred to the Investor Education and
Protection Fund ("IEPF") administered by the Central
Government within the stipulated time period. However,
during the year under review, the Company did not have
any obligation to transfer funds to IEPF.

The Company has appointed Ms. Sneha Patwardhan,
Company Secretary & Compliance Officer, as the Nodal
Officer for the purpose of co- ordination with IEPF. Details
of the Nodal Officer are available on the website of the
Company at https://www.nuvama.com/investor-relations/
investor-information/

SUB-DIVISION

During the year under review, the Members of the
Company, through a postal ballot resolution passed on
December 7, 2025, approved the sub-division/split of the
existing equity shares of the Company. Pursuant thereto,
every one (1) equity share of face value 5 10/- each fully
paid-up was sub-divided into five (5) equity shares of
face value 5 2/- each fully paid-up.

The record date for determining the eligibility of members
for the aforesaid sub-division was fixed as December 26,
2025, and consequently the face value of each equity
share of the Company stands revised from 5 10/- to
5 2/- per share, fully paid-up.

SHARE CAPITAL

Authorized Capital:

During the year under review, the Members of the
Company, through a postal ballot resolution passed on
December 7, 2025, approved the alteration of Clause
V of the Memorandum of Association of the Company
to give effect to the sub-division/split of equity shares
from 510/- each to 52/- each. Accordingly, the number
of authorised equity shares increased from 79,95,40,000
equity shares to 3,99,77,00,000 equity shares, while
the aggregate authorised share capital of the Company
remained unchanged.

The Authorised Share Capital of the Company as on
March 31, 2026, stood as below:

Issued, Subscribed and Paid-up Capital:

The issued, subscribed and paid-up share capital of the
Company as on March 31, 2026, stood at t 36,40,83,026/-
consisting of 18,20,41,513 equity shares of face value of
' 2/- each fully paid-up.

The increase in paid up share capital was due to allotment
of 6,22,219 equity shares pursuant to exercise of
Employee Stock Options/Rights under the Nuvama Wealth
Management Limited - Employee Stock Option Plan 2021
and Nuvama Wealth Employee Stock Appreciation Rights
Plan 2024 respectively. Until December 26, 2025, the
allotment was made at the face value of t10 per share.
Pursuant to the sub-division/split of equity shares,
subsequent allotments were made at the face value of
t2 per share. Out of the total shares allotted, 3,86,876
equity shares were allotted at a face value of t10 per share
and 2,35,343 equity shares were allotted at a face value
of t2 per share.

All the shares issued by the Company rank pari-passu in
all respects and carry the same rights as existing equity
shares.

SHARE-BASED INCENTIVE SCHEMES

The Company has the following share-based incentive
schemes for its employees including employees of its
Subsidiary Company(ies) and Associate Company(ies) in
force:

• Nuvama Wealth Management Limited - Employee
Stock Option Plan 2021. ('ESOP Plan')

• Nuvama Wealth Employee Stock Appreciation Rights
Plan 2024. ('ESAR Scheme')

The aforesaid schemes are available on the website of the
Company i.e. https://www.nuvama.com/investor-relations/
corporate-governance/

Consequent upon sub-division/split of equity shares of
the Company during the year under review, appropriate
adjustments ("ESOP Adjustments") were made in the
exercise price.

During the year under review, except the ESOP
Adjustments, there has been no change in the ESOP Plan
and ESAR Scheme.

To provide competitive remuneration opportunities to
its employees the Company believes that equity-based
compensation plans are an effective mechanism to align
employee interests with the long-term performance
and value of Members of the Company. Accordingly,
the Members of the Company through postal ballot on
August 1, 2026, approved and implemented 'Nuvama
Wealth Management Limited Employee Stock Appreciation
Rights Scheme 2026 ('ESAR Scheme') for issue of
Employee Stock Appreciation Right ('ESAR').

A certificate from the Secretarial Auditor of the Company
confirming that the ESOP Plan and ESAR Scheme have
been implemented in accordance with the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021 ('SBEB Regulations') would be made available for
inspection to the Members through electronic means.

The relevant disclosures pursuant to Regulation 14 of the
SBEB Regulations are uploaded on the website of the
Company i.e. www.nuvama.com and the same would be
available for inspection by Members through electronic
means. Members can request the same by sending an
email to secretarial@nuvama.com.

The relevant disclosures in terms of Ind AS 102, relating to
share based payment, form part of Notes 2.43 and 38.B
of the Standalone Financial Statements and Consolidated
Financial Statements of the Company respectively.

INTERNAL FINANCIAL CONTROLS

The Company has put in place adequate policies and
procedures to ensure that its system of internal controls,
including internal financial controls, are appropriate and
effective, considering the nature, size, and complexity of
its business operations. These controls are adequately
designed and are functioning effectively. The Company's
internal financial control system provides reasonable
assurance regarding the accuracy and reliability of financial
and operational information. It ensures compliance with
applicable laws and regulations, safeguards the Company's
assets, prevents and detects errors and fraud, maintains
the completeness and accuracy of accounting records
and enforces adherence to corporate policies.

INTERNAL AUDIT

The Board at its Meeting held on May 28, 2025, had
appointed M/s. KPMG Assurance and Consulting
Services LLP, as Internal Auditors of the Company for
FY 2026 to conduct the internal audit of the various
functions of the Company and M/s. Infopercept Consulting
Private Limited for performing Internal Audit of Information
System for FY 2026.

The Company's Internal Auditors adhere to established
Internal Audit standards along with the guidelines issued
by regulators and ensure compliance with Section 138
of the Companies Act, 2013 ('Act') along with Rule 13 of
the Companies (Accounts) Rules, 2014, as amended and
notified from time to time. The Internal Audit function
operates under the oversight of the Audit Committee
of the Board. The Internal Audit team is responsible
for monitoring and evaluating the effectiveness and
adequacy of the Company's internal control systems; this
includes ensuring compliance with internal and regulatory
guidelines, risk management practices, operational
systems, accounting procedures and policies at all
locations of the Company. Internal Audit Reports, along
with the action taken reports, are reviewed by the Audit
Committee. Corrective actions wherever necessary are
taken to strengthen the internal controls. The Company
believes that these systems provide reasonable assurance
that its internal controls, risk management, and governance
frameworks are adequate and functioning effectively as
intended.

BORROWINGS

During the year under review, the Company had issued
listed Commercial papers from time to time. The details
of outstanding borrowing as on March 31, 2026, are given
in the Note nos. 2.15 and 2.16 of the Standalone Financial
Statements of the Company.

The details of credit rating assigned to the various
borrowing programmes form part of the Corporate
Governance Report which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS

The details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Act, read with
the Companies (Meetings of Board and its Powers) Rules,
2014, are given in the Note nos. 2.4 and 2.38A of the
Standalone Financial Statements of the Company.

During the year under review, Nuvama Wealth and
Investment Limited ("NWIL") and Nuvama Clearing
Services Limited ("NCSL"), wholly owned subsidiaries
of the Company invested in Nuvama India Access LVF
("the Fund"). Together, their investments constituted 100%
of the Fund's Assets Under Management ("AUM"). As at
March 31, 2026, NWIL and NCSL held 67.57% and 32.43%
units of the Fund respectively. Accordingly, pursuant to
the requirements of the applicable accounting standards,
the Company, NWIL and NCSL have prepared consolidated
financial statements, in addition to their standalone
financial statements for the financial year ended March
31, 2026.

During the year under review, the Company further
invested in its wholly owned subsidiaries through the
following capital infusions:

Further, on May 14, 2026, the Company subscribed
to 3,00,00,000 equity shares of face value 510 each,
aggregating to an investment of 530 crore in Nuvama Asset
Management Limited and on April 6, 2026, the Company
subscribed to 11,97,605 equity shares of face value 510
each at an issue price of 5835 per share, aggregating to an
investment of approximately 5100 crore in Nuvama Wealth
Finance Limited.

Further the Company acquired 1,34,787 equity shares
of face value of 510/- each at the rate of 5154 per share
of Pickright Technologies Private Limited ("Pickright")
from its existing shareholders. The aforesaid acquisition
represented 26% of the paid-up equity share capital
of Pickright. Consequently, Pickright became a wholly-
owned subsidiary of the Company with effect from August
7, 2026.

The provisions of Regulations 24 and 24A of Listing
Regulations, with reference to subsidiaries and associates
were duly complied with to the extent applicable. Details
with regard to the Material Subsidiaries of the Company

are given in the Corporate Governance Report which form
part of this Annual Report.

The Company's Financial Statements including
the accounts of its subsidiaries, associates and
joint venture which form part of this Annual Report
are prepared in accordance with the Act and
Ind AS. During the year under review, the Board reviewed
the affairs of the subsidiaries, associate and joint venture.
In accordance with Section 129(3) of the Act, the Company
prepared the Consolidated Financial Statements of the
Company and all its subsidiaries, associates and joint
venture, which forms part of this Annual Report. The
consolidated financial statements presented in this
Annual Report include financial results of the subsidiaries,
associate and joint venture.

Pursuant to Section 129(3) of the Act read with Rule 5
of the Companies (Accounts) Rules, 2014, a statement
containing salient features of the Financial statements of
the subsidiary, associate and joint venture in Form AOC-1
has been annexed to the Audited Consolidated Financial
Statement. The statement also provides details of the
performance and the financial position of each of the
subsidiaries, associate and joint venture.

The Audited Financial Statements of the Company,
subsidiaries, associate and joint venture of the Company
for the FY 2026, are available on the website of the
Company i.e. www.nuvama.com.

MANAGEMENT DISCUSSION ANDANALYSIS REPORT

In line with Regulation 34(2)(e) of the Listing Regulations,
the Management Discussion and Analysis Report forms
part of this Annual Report.

BUSINESS RESPONSIBILITY ANDSUSTAINABILITY REPORT

In line with Regulation 34 (2)(f) of the Listing Regulations,
the Business Responsibility and Sustainability Report
('BRSR') forms part of this Annual Report. The BRSR outlines
the Company's key initiatives and performance across
Environmental, Social, and Governance ('ESG') parameters.
Limited assurance has been obtained on the BRSR Core
disclosures and the assurance statement forms part of
the BRSR for FY 2026.

Further, the ESG disclosures for the value chain are not
applicable to the Company for the FY 2026.

CORPORATE SOCIAL RESPONSIBILITY
('CSR') INITIATIVES

Pursuant to the Act, Companies are required to spend at
least 2% of their average net profit for three immediately
preceding financial years. Accordingly, the Company has
spent 5 2,35,32,000 /- towards the CSR activities during
the FY 2026.

The Company is dedicated to "Let's do it right: for people,
planet, and profit" prioritizing the creation of sustainable
long-term value for all stakeholders.

In FY 2026, our CSR initiatives continued to be guided by
our core objective of Investing in making "The Children
- The Future more capable" while maintaining a strong
commitment to environmental sustainability. Our efforts
were aligned with the following key objectives:

• Enhancing access to quality education for children
from underserved communities by providing digital
classrooms and financial literacy programs across
schools in India.

• Promoting skill development and well-being

of children and youth to support long-term
empowerment equipping them with practical skills
and fostering young entrepreneurship.

• Encouraging ecological balance and raising
environmental awareness through sustainable
practices

Through our CSR initiatives, we strive to create deeper and
more meaningful impact by fostering strong partnerships,
adopting a long-term perspective and aligning our efforts
with the evolving needs of the communities we serve.

The Company and its subsidiaries strongly remain
committed to creating a positive impact through CSR and
will continue to strengthen and expand these efforts in the
years to come.

The CSR Committee comprises of three Directors viz.,
Mr. Sameer Kaji, as Chairperson, Mr. Birendra Kumar and
Mr. Shiv Sehgal, as Members in accordance with Section
135 of the Act. The brief details of the CSR Committee
are provided in the Corporate Governance Report which
forms part of this Annual Report.

The Company has a CSR Policy which has been
recommended by the CSR Committee and subsequently
approved by the Board, indicating the CSR activities
which can be undertaken by the Company and the same
is available on the website of the Company i.e. https://
www.nuvama.com/wp-content/uploads/2024/03/12.-
CSR-Policy.pdf

The Annual Report on CSR Activities of the Company
prepared pursuant to Rule 8 of the Companies (Corporate

Social Responsibility Policy) Rules, 2014, outlining the
CSR policy, the initiatives undertaken by the Company
during the year under review is given in Annexure 1 to
this Directors' Report.

BOARD OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL

DIRECTORS

a. Composition of Board

As on the date of this Report, the Board comprised
of eight (8) Directors viz. one (1) Managing Director &
CEO, one (1) Executive Director, two (2) Non-Executive
Directors and four (4) Independent Directors,
including one (1) woman Independent Director. The
complete list of Directors of the Company is provided
in the Corporate Governance Report which forms
part of this Annual Report.

The Board composition is in compliance with the
requirements of the Act and the Listing Regulations.
In the opinion of the Board, all Directors including
the Directors appointed / re-appointed during the
year possess requisite qualifications, experience and
expertise and hold high standards of integrity. The
list of key skills, expertise and core competencies
of the Board has been provided in the Corporate
Governance Report.

b. Cessation:

During the year under review, Mr. Anthony Miller,
Non-Executive Non-Independent Director resigned
from the Board of the Company with effect from
May 20, 2025.

The Board placed on record its sincere appreciation
for the contribution made by Mr. Anthony Miller for
his leadership, guidance and valuable contribution
during his tenure as Director of the Company.

c. Directors liable to retire by rotation:

I n accordance with Section 152 of the Act and the
Articles of Association of the Company, Mr. Aswin
Vikram is liable to retire by rotation at the ensuing
Annual General Meeting ('AGM') and being eligible
has offered himself for re-appointment. The Board
recommends his re-appointment as Director, liable
to retire by rotation. The said re-appointment is
subject to the approval of the Members.

KEY MANAGERIAL PERSONNEL

As on March 31, 2026, Mr. Ashish Kehair, Managing Director
& CEO, Mr. Shiv Sehgal, Executive Director, Mr. Bharat
Kalsi, Chief Financial Officer and Ms. Sneha Patwardhan,

Company Secretary & Compliance Officer, are the Key
Managerial Personnel pursuant to Sections 2(51) and 203
of the Act and Rules framed thereunder.

MEETING OF DIRECTORS

Meetings of the Board of Directors

During the year under review, nine (9) Board Meetings
were held as against the statutory requirement of four (4)
Meetings. The details of the Meetings are provided in the
Corporate Governance Report which forms part of this
Annual Report.

Separate meetings of the Independent
Directors

The Independent Directors often meet in between the
Board Meetings without the presence of Managing
Director & CEO, Executive Directors, other Non-Executive
Directors, or any other management personnel.

In compliance with the provisions of the Act and
Regulation 25 of the Listing Regulations, separate
Meetings of Independent Directors of the Company was
held on October 8, 2025, and March 31, 2026, without the
presence of Non-independent Directors and Members
of the Management, inter-alia, to review and discuss the
following:

• Performance of the Chairperson

• Performance of the Independent Directors/Non-
independent Directors, and

• Performance of the Board as a whole and its
Committees

Mr. Birendra Kumar, being the lead Independent Director
and Chairperson of the Board, chaired both the Meetings.
All Independent Directors attended the Meetings. The
Independent Directors expressed satisfaction with the
participation and constructive deliberations by all the
Directors, including the Chairperson of the Board and
Committee Meetings. The Independent Directors noted
that the overall performance of the Non-independent
Directors, Board, Committees and Chairperson was
as expected, and Directors were able to guide the
management efficiently and in a timely manner. The
integrity of the Board was high without any conflict of
interest. The Board functioned as a cohesive team in
fulfilling their role, expectations and responsibilities.

They also assessed the quality, quantity and timeliness
of flow of information between the Management and the
Board. All Independent Directors were present at both
the Meetings. The Independent Directors expressed
general satisfaction on the quality and sufficiency of the
information.

Board Evaluation:

Pursuant to Regulation 17(10) of the Listing Regulations and
Section 178 and Schedule IV of the Act and Governance
Guidelines on Board Effectiveness, the Board in
consultation with the NRC carries out a structured and
comprehensive annual performance evaluation of the
Board, statutory committees and individual Directors. The
Board has framed a Board Evaluation Policy for evaluating
the performance of the Chairperson, Board, Executive
Directors, Independent Directors, Non-Executive Directors
and its Committees.

Evaluation methodology included a Structured
questionnaire-cum-rating sheet assessing overall Board
effectiveness, 360-degree feedback mechanism, detailed
review of governance practices, including board structure,
committee functioning, information flow and decision
making dynamics. It also covered individual Directors
competencies, their strategic contribution and alignment
with the Company's values and objectives.

The findings were compiled into a comprehensive
report submitted to the Chairperson, who subsequently
communicated the feedback to all the Board Members.
The Directors expressed satisfaction with the process and
its outcome.

Succession Planning:

Your Company has in place policy on succession planning
for Board and Senior Management Personnel to address
anticipated as well as unscheduled changes in leadership
for continuity and smooth functioning of the Company.

Familiarization Programme for the Independent
Directors

Pursuant to Regulation 25 of the Listing Regulations,
the Company has framed a policy on Familiarization
Programmes for Independent Directors. Details of the
Familiarization Programme are provided in the Corporate
Governance Report which forms part of this Annual Report.

The Policy on Familiarization Programmes for Independent
Directors along with the details of the Familiarization
Programmes are available on the website of the
Company i.e. https://www.nuvama.com/wp-content/
uploads/2024/05/ Familiarisation-programme-of-
Independent-Director-4.pdf

Nomination and Remuneration Policy

The Board has formulated a Nomination and Remuneration
Policy which lays down the framework for selection,
appointment criteria, removal, retirement and
remuneration of Directors, Key Managerial Personnel and
Senior Management Personnel.

The Nomination and Remuneration Policy is given in
Annexure 2 to this Directors' Report and is also available
on the website of the Company i.e. https://www.nuvama.
com/wp-content/uploads/2024/05/14.-Nomination-and-
Remuneration-Policy.pdf

AUDIT COMMITTEE

The Audit Committee comprises of five (5) Directors
viz Mr. Kamlesh Vikamsey, Chairperson, Mr. Birendra
Kumar, Mr. Nikhil Kumar Srivastava, Mr. Sameer Kaji and
Ms. Anisha Motwani as Members of the Committee. All
the recommendations made by the Audit Committee were
accepted by the Board.

During the year under review, Mr. Sameer Kaji and
Ms. Anisha Motwani were appointed as Members of the
Audit Committee w.e.f. March 18, 2026.

The brief details of the Audit Committee are provided in
the Corporate Governance Report which forms part of this
Annual Report.

COMMITTEES OF THE BOARD

The various Committees constituted pursuant to
provisions of the Act and Listing Regulations are provided
in the Corporate Governance Report which forms part of
this Annual Report.

The Chairperson of respective Committees report to the
Chairperson of the Board who is a Non-Executive Director.
The Chairperson of respective Committees apprises the
Board about the key highlights and decisions taken by the
Committees.

RISK MANAGEMENT

Risk is an inherent and inseparable part of any business
environment. The Company recognises that, while risks
cannot be entirely eliminated, they can be effectively
identified, assessed, monitored and mitigated through
a structured and proactive approach. Accordingly, risk
management forms an integral part of the Company's
corporate governance and decision-making framework
and is aimed at safeguarding long-term value creation,
financial resilience and operational continuity.

The Company has in place a Board-approved Risk
Management Policy, which provides the overarching
framework for identification, assessment, monitoring and
mitigation of internal and external risks. These include, inter
alia, financial, operational, sectoral, technological, cyber
security, regulatory, reputational, environmental and other
emerging risks. The Policy also ensures that appropriate
systems, controls, escalation mechanisms and reporting
structures are established and maintained across the
organisation. Further, business continuity planning and risk
response strategies are embedded into both day-to-day
operations and strategic business planning.

To strengthen risk governance, the Company has
adopted a "Four Lines of Defence" model. The first line
of defence comprises of the business and operational
teams, supported by technology and process controls,
who are responsible for managing and owning risks within

their respective functions. The second line of defence
consists of the risk management and compliance
functions, which independently oversee risk exposures,
monitor adherence to established frameworks and
support effective implementation of controls. The third
line of defence includes the internal audit, external audit
and surveillance functions which periodically assess the
adequacy and effectiveness of internal controls and
identify areas requiring improvement. The fourth line of
defence rests with the Risk Management Committee and
Board of Directors, which provide strategic oversight and
periodically review the adequacy and effectiveness of the
Company's risk management framework.

The Company follows an Enterprise Risk Management
("ERM") approach to ensure continuous identification,
categorisation, assessment and prioritisation of risks. This
framework is supported by the use of Key Risk Indicators
("KRIs") for ongoing monitoring and timely escalation of
material risk exposures. Risk ownership is clearly defined
and mitigation plans are periodically reviewed to assess
their effectiveness and residual risk impact. In addition,
all new products, processes and business initiatives are
evaluated from a risk perspective and are subject to
approvals from relevant internal committees, including
those relating to Risk, Compliance, Operations and Product
Governance, as applicable.

The Company also undertakes periodic internal audits
and control reviews to ensure that its control environment
remains robust, effective and responsive to the evolving
risk landscape. The internal financial and operational
control systems commensurate with the nature, scale and
complexity of the Company's business and are designed
to support regulatory compliance, financial discipline,
operational efficiency and sound governance practices.

During the year under review, the Risk Management
Committee did not identify any risk which, in its opinion,
may threaten the existence or going concern status of
the Company.

The Company remains committed to continuously
strengthening its risk management capabilities and
fostering a culture of accountability, transparency,
resilience and continuous vigilance across the organisation.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the
Company during the year under review with the related
parties were in compliance with the applicable provisions
of the Act and the Listing Regulations and the same were
in ordinary course of business and at an arm's length basis.

Omnibus approval of the Audit Committee is obtained for
all related party transactions which are foreseen and are

of repetitive nature. While seeking omnibus approval, the
Company specifies not only the overall transaction limit
for each related party but also the maximum sub-limits
are prescribed for each category of transaction with such
related party.

Pursuant to the said omnibus approval, details of
transactions entered into are also reviewed by the Audit
Committee and Board on a quarterly basis. A certificate
from an independent firm is placed before the Audit
Committee on a quarterly basis certifying that all related
party transactions entered into by the Company during
the quarter were conducted at arm's length and in the
ordinary course of business.

During the year under review, there were no material
related party transactions entered into by the Company
and hence no prior approval of the Members was required
under the Act or the Listing Regulations. Accordingly, the
disclosure of Related Party Transactions as required
under Section 134(3)(h) of the Act in Form AOC-2 is not
applicable.

The Company has also put in place necessary mechanism
and has formulated a policy on materiality of related
party transactions and on dealing with related party
transactions, in line with the requirements of Regulation
23 of the Listing Regulations. This Policy provides a
framework to ensure proper identification, approval and
subsequent modification of the Related Party Transactions
and the said policy is available on the website of the
Company i.e. https://www.nuvama.com/wp-content/
uploads/2023/08/4.-NWML-Policy-on-dealing-with-
Related-Party-Transactions.pdf

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and the Rules framed
thereunder and amended from time to time, the Annual
Return of the Company for the FY 2026 in prescribed Form
MGT-7, can be accessed on the website of the Company
i.e. www.nuvama.com

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Particulars on energy conservation, technology absorption
and foreign exchange earnings and outgo are annexed as
Annexure 3 to this Directors' Report.

VIGIL MECHANISM/ WHISTLE BLOWER
POLICY

The Board values transparency and ethical business
conduct. The Whistleblowing mechanism provides
a platform where instances of code breaches,
discrimination, harassment, or safety concerns can be

reported anonymously. The Board and Audit Committee
are briefed on whistle blower complaint, if any during the
quarterly Meetings.

Pursuant to Sections 177(9) and (10) of the Act read with
Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014 and Regulation 22 of the Listing Regulations,
the Company has formulated a Vigil Mechanism/ Whistle
Blower Policy for Board and Employees of the Company
to facilitate responsible and secure reporting of genuine
concerns, providing adequate safeguards against
victimisation of persons who use such mechanism and
making provision for direct access to the Chairperson of
the Audit Committee in appropriate or exceptional cases.

The Vigil Mechanism/ Whistle Blower Policy is overseen by
the Board and Audit Committee and the same is available
on the website of the Company i.e. https://www.nuvama.
com/wp-content/uploads/2025/10/Whistle-Blower-Vigil-
Mechanism-Policy-160126.pdf

PREVENTION OF SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE

The Company is committed to establishing and maintaining
a congenial, safe and fair work environment that is free
from discrimination, intimidation and sexual harassment
of women at workplace.

Focused efforts have been put to be fully compliant
with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ('POSH
Act') and Rules framed thereunder and for creating a
culture of Zero Tolerance towards any untoward act or
behaviour which is in violation of the provisions of the
POSH Act.

The Company has complied with the provisions relating
to the constitution of the Internal Complaints Committee
pursuant to POSH Act.

The Company has EthicsLine QR code-enabled platform
that empowers employees to raise concerns anytime,
anywhere, while ensuring complete confidentiality and
anonymity.

The Company has established a detailed framework for
adherence to the POSH Act, which includes formulating
a detailed Policy, Investigation & Redressal mechanism,
constitution of Internal Committees and training of all
Internal Committee members and other Senior Leaders.

All employees are also required to undergo a detailed
e-learning module followed by quiz on the key aspects of
Prevention of Sexual Harassment Policy.

The details of complaints pursuant to Section 22 of POSH
Act for the FY 2026 are as under:

a) Number of complaints received during the year: 0

b) Number of complaints disposed of during the year: 0

c) Number of complaints pending beyond 90 days as
on the end of the financial year: 0

COMPLIANCE ON MATERNITY BENEFIT
ACT, 1961

The Company has complied with the applicable provisions
of Maternity Benefit Act, 1961 for female employees of the
Company with respect to leave and maternity benefits
thereunder.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are provided in
Annexure 4 to this Directors' Report.

In terms of first proviso to Section 136 of the Act, this
Annual Report is being sent to the Members and others
entitled thereto, excluding the information on employees'
particulars as required pursuant to the provisions of
Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
The said information will be available for inspection by
Members in electronic mode. Members can seek the
same by sending an email to the Company at secretarial@
nuvama.com.

STATUTORY AUDITORS AND AUDITOR'S
REPORT

Pursuant to Section 139 of the Act read with the Companies
(Audit and Auditors) Rules, 2014, M/s. S. R. Batliboi & Co.
LLP (ICAI Firm Registration Number - 301003E/E300005)
were re-appointed as the Statutory Auditors' of the
Company for a second term of five years at the 30^th AGM
of the Members held on June 1, 2023. They will continue
to serve in this capacity until the conclusion of 35^th AGM
of the Company scheduled to be held in the year 2028.

The Statutory Auditors have confirmed that they satisfy
the criteria of independence, as required under the
provisions of the Act.

Auditors' Report

The Report of the Statutory Auditors on the Financial
Statements does not contain any qualification, reservation,
adverse remarks or disclaimer. The Notes to the Accounts
referred to in the Statutory Auditors' Report are self¬
explanatory and therefore, do not call for any further

explanation including a matter of emphasis related to
specific litigation. Further, pursuant to Section 143(12) of
the Act, the Statutory Auditors' of the Company have not
reported any instances of frauds committed by its officers
or employees.

SECRETARIAL AUDITORS AND
SECRETARIAL AUDITOR'S REPORT

Pursuant to Regulation 24A of the Listing Regulation and
Section 204 of the Act, M/s. SVVS & Associates, Company
Secretaries LLP, Practicing Company Secretaries, a peer
reviewed firm (Firm Registration No. L2015MH000700), was
appointed as the Secretarial Auditor of the Company, for a
term of five (5) consecutive financial years, commencing
from FY 2026 till FY 2030 by the Members of the Company
at its 32^nd AGM held on September 24, 2025.

Secretarial Auditors' Report

The Secretarial Audit Report carried out by the Secretarial
Auditor for FY 2026 is annexed as Annexure 5 to this
Directors' Report. The Secretarial Audit Report does not
contain any qualification, reservation, adverse remarks, or
disclaimer.

Pursuant to Regulation 24A of the Listing Regulations,
a listed company is required to annex secretarial audit
report of its material unlisted subsidiary to its Directors'
Report. Accordingly, the Secretarial Audit Report of
Nuvama Clearing Services Limited for the FY 2026 is
annexed as Annexure 6 to this Directors' Report.

FEMA COMPLIANCE

With reference to Master Direction on Foreign Investment
in India and circulars issued thereunder by Reserve Bank of
India ('RBI'), the Company has complied with the provisions
for downstream investment from time to time.

CORPORATE GOVERNANCE REPORT

The Company believes in adopting the best practices
followed in the area of corporate governance. The
Company has a strong legacy of fair, transparent and
ethical governance process.

In accordance with Regulation 34 read with Schedule V of
the Listing Regulations, we have included a comprehensive
Report on Corporate Governance in this Annual Report.
The requisite certificate from the M/s. SVVS & Associates
Company Secretaries LLP, Practicing Company Secretaries
confirming compliance with the conditions of Corporate
Governance as stipulated under Listing Regulations is
attached to the Corporate Governance Report which
forms part of this Annual Report.

COMPLIANCE WITH THE SECRETARIAL
STANDARDS

The Board affirm that the Company has complied with the
applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of the
Company to the best of their knowledge, belief, ability and
according to the information and explanation obtained by
them, hereby confirms that:

a) in the preparation of the annual financial statement
for the financial year ended March 31, 2026, the
applicable accounting standards have been followed
and there are no material departures from prescribed
accounting standards;

b) the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent, so
as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and
of the profit of the Company for that period;

c) Directors have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d) Directors have prepared the annual financial
statement on a going concern basis;

e) the Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

OTHER DISCLOSURE

The Board state that no disclosure or reporting is required
as there were no transactions during the year under review
in respect of the following matters:

a) details relating to the deposits covered under
Chapter V of the Act,

b) issue of Equity Shares with differential rights as to
dividend, voting or otherwise, sweat equity shares;

c) maintenance of cost records as specified by the
Central Government under section 148 of the Act;

d) proceeding pending with National Company Law
Tribunal under the Insolvency and Bankruptcy Code,
2016;

e) significant or material orders by the Regulators or
Courts or Tribunals which impact the going concern
status and Company's operations in future;

f) i nstance of one-time settlement with any Bank or
Financial Institution;

g) change in nature of business of the Company during
the year;

h) default in repayment of loans from banks and financial
institutions;

i) revision in financial statements of the Company.

ACKNOWLEDGEMENTS

The Board acknowledges the valuable guidance and
continued support extended by the Securities and
Exchange Board of India, the Reserve Bank of India,
Stock Exchanges, Ministry of Corporate Affairs and other
government authorities, Banks and our stakeholders.
The Board would also like to take this opportunity to
express their appreciation for the dedicated efforts of the
employees of the Company.

For and on behalf of the Board of Directors
Nuvama Wealth Management Limited

Ashish Kehair Shiv Sehgal

Managing Director & CEO Executive Director

Mumbai, September 2, 2026 DIN: 07789972 DIN: 07112524