The Board of Directors ('Board') of your Company hereby present their 32^nd Annual Report together with the Audited
Financial Statements for the Financial Year ('FY.') ended March 31, 2025:

FINANCIAL HIGHLIGHTS

The summary of the Company's financial performance, both on a consolidated and standalone basis, for the F.Y. 2024-25
as compared to the previous F.Y. 2023-24 is given below:

For details, refer section on Financial Statements.

Transfer to Reserve

During the year under review, the Board did not recommend transfer of any amount to any reserve.

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

The Company reported consolidated net revenue of
Rs. 29,013 million for the F.Y. 2024-25 which was up by
41% as compared to the previous F.Y. The revenue streams
continue to be diversified across our 4 business segments
namely Wealth Management, Asset Management, Asset
Services and Capital Markets. The consolidated operating
profit after tax of Rs. 9,862 million, for the F.Y. 2024-25, is
up by 65% as compared to the previous F.Y. For further
details, you may refer to the Management Discussion &
Analysis Report which forms part of 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 F.Y. 2024-25 to which
the Financial Statements relate and the date of this
Directors' Report.

DIVIDEND

Pursuant to Regulation 43A of the Securities and
Exchange Board of India (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/Dividend-Distribution-Policy.pdf

The Board of the Company declared and paid two (2)
interim dividends during F.Y. 2024-25, the details are as
follow:

The dividend payout 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/

SHARE CAPITAL

Authorised Capital:

The Authorised Share Capital of the Company as on
March 31, 2025, stood as below:

During the year under review, there was no change in the
Authorised Share Capital of the Company.

Issued, Subscribed and Paid-up Capital:

During the year under review, the Company allotted
665,755 equity shares of Rs. 10 each pursuant to exercise
of Employee Stock Options under the Nuvama Wealth
Management Limited - Employee Stock Option Plan 2021.
All the shares issued by the Company rank pari-passu in
all respects and carry the same rights as existing equity
shareholders.

Accordingly, as on March 31, 2025, the issued, subscribed
and paid-up share capital of the Company stood at
Rs. 359,743,580/- consisting of 35,974,358 equity shares
of face value of Rs. 10 each fully paid-up.

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')

To retain key talent, attract high quality talent from the
market, align employee rewards with shareholder value
creation, and offer competitive remuneration opportunities
to its employees including employees of its Subsidiary
Company(ies) and Associate Company(ies), the Members
of the Company via postal ballot on October 11, 2024,
approved and implemented 'ESAR Scheme' for issue of
Employee Stock Appreciation Right ('ESAR'). Under the
ESAR Scheme, the employees are entitled to receive ESAR,

which entitle them to receive appreciation in the value of
the shares of the Company at a future date and in a pre¬
determined manner, where such appreciation is settled by
way of allotment of shares of the Company.

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

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 nos. 2.42
and 37.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 10, 2024 appointed
M/s. KPMG Assurance and Consulting Services LLP, as

Internal Auditors of the Company for F.Y. 2024-25 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 Security for
F.Y. 2024-25.

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 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 Company locations. 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
Commercial Papers (listed as well as unlisted) from time
to time. The details of outstanding borrowing as on March
31, 2025 is given in the Note nos. 2.14 and 2.15 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 2.37A of the
Standalone Financial Statements of the Company.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

As on March 31, 2025, the Company had 12 Subsidiaries, 1 Associate Company, 1 Joint Venture Company and the details
are as under:

* Joint Venture through Nuvama Asset Management Limited

The Company incorporated a wholly owned subsidiary
with the name of Nuvama Wealth Management (DIFC)
Limited in Dubai on June 4, 2024.

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, associate and joint venture
which form part of this Annual Report are prepared in
accordance with the Act and IND AS.

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 subsidiaries, 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 Consolidated
Financial Statements presented in this Annual Report
include financial results of the subsidiaries, associate and
joint venture.

The Audited Financial Statements of the subsidiaries,
associate and joint venture of the Company for the F.Y.
2024-25, are available on the website of the Company i.e.
www.nuvama.com.

MANAGEMENT DISCUSSION AND
ANALYSIS 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 AND
SUSTAINABILITY 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. Further, the requirement for reasonable
assurance of BRSR Core and ESG disclosures pertaining
to the value chain is not applicable to the Company for
F.Y. 2024- 25.

CORPORATE SOCIAL RESPONSIBILITY
('CSR') INITIATIVES

Pursuant to the Act, Companies are required to spend at
least 2% of their average net profits for three immediately
preceding financial years. Accordingly, your Company has
spent Rs.10,540,000/- towards the CSR activities during
F.Y. 2024-25.

The Company is dedicated to "Doing the Right Thing for
People, Planet, and Profit," prioritizing the creation of
sustainable, long-term value for all stakeholders.

In F.Y. 2024-25, our CSR initiatives were 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

• Promoting skill development and well-being

of children and youth to support long-term
empowerment

• Encouraging ecological balance and raising
environmental awareness through sustainable
practices

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

The Company and its subsidiaries strongly believe in
creating a positive impact through the CSR space and it is
our endeavour to deepen the same 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 CSR Committee has formulated and recommended
to the Board a CSR Policy 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/2024/03/5.-
CSR-Policy-1.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 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. Ramesh Abhishek
(Non-executive Non-Independent Director) and
Mr. Navtej S. Nandra (Independent Director) resigned
from the Board of the Company with effect from
June 10, 2024, and August 5, 2024, respectively.

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. Ramesh Abhishek,
Mr. Navtej S. Nandra and Mr. Anthony Miller for their
leadership, guidance and valuable contributions
made during their tenure as Directors 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. Nikhil
Kumar Srivastava 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.

d. Re-appointment:

Mr. Ashish Kehair was appointed as the Managing
Director and Chief Executive Officer ('MD & CEO')
on the Board of the Company with effect from
September 21, 2021, for a period of 3 years. The
tenure of Mr. Kehair as the MD & CEO expired on
September 20, 2024. Considering that Mr. Kehair
has been instrumental in shaping Nuvama Group's
strategic direction and expansion of business across
geographies, the Members at its AGM held on August
5, 2024, re-appointed Mr. Kehair as the MD & CEO
of the Company for a further term of 3 years, with
effect from September 21, 2024.

Mr. Shiv Sehgal was appointed as Executive Director
('ED') on the Board of the Company with effect from

January 11, 2022, for a period of 3 years. The tenure
of Mr. Sehgal as an ED expired on January 10, 2025.
Considering that Mr. Sehgal has been responsible
for the Capital Market business which includes
Institutional Equities (covering sales, research and
trading) and Asset Services, the Members at its AGM
held on August 5, 2024, re-appointed Mr. Sehgal as
an ED of the Company for a further term of 3 years,
with effect from January 11, 2025.

KEY MANAGERIAL PERSONNEL

a. Composition of Key Managerial Personnel

As on March 31, 2025, Mr. Ashish Kehair, Managing
Director & CEO, Mr. Shiv Sehgal, ED, Mr. Bharat Kalsi,
Chief Financial Officer and Ms. Sneha Patwardhan,
Company Secretary, are the Key Managerial
Personnel pursuant to Section 2(51) and 203 of the
Act and Rules framed thereunder.

b. Appointment and Cessation of Key Managerial
Personnel

Mr. Mihir Nanavati ceased to be the Chief Financial
Officer of the Company with effect from May 14,
2024, and Mr. Bharat Kalsi was appointed as the
Chief Financial Officer of the Company with effect
from May 15, 2024.

MEETING OF DIRECTORS

Meetings of the Board of Directors

During the year under review, the Board met seven (7) times.
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 without the
presence of Managing Director & CEO, Executive Directors,
Non-Independent Directors or any other management
personnel.

In compliance with the provisions of the Act and
Regulation 25 of the Listing Regulations, a separate
Meeting of Independent Directors of the Company was
held on March 26, 2025, without the presence of Non¬
Independent Directors and Members of the Management,
inter-alia, to review 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

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.

They also assessed the quality, quantity and timeliness of
flow of information between the Company Management
and the Board. All Independent Directors were present at
the said Meeting. 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 Nomination and Remuneration
Committee ('NRC') carries out the formal annual
performance evaluation of the Board, its 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.

During the year under review, the Company had engaged
with an independent external agency to conduct the
performance evaluation by automating the process. Based
on the prescribed criteria under the Listing Regulations
and the Policy, a structured questionnaire-cum-
rating sheet was deployed through the system seeking
feedback of the Directors with regard to the performance
of the Board, its Committees, the Chairperson and
individual Directors. The questionnaire covered various
evaluations criteria like common understanding of roles
and responsibilities; composition of the Board being
appropriate and diversified and the Board functioning
as a team; the Board adequately reviewing and guiding
corporate strategies such as restructuring, major plans
and policies, budgets, performance & expenditure,
effective response to crisis, if any, and ability to foresee
the same; substantial business experience or professional
expertise, initiatives taken and valuable contributions in
the meetings etc.

Based on the feedback received from the Directors, a
consolidated report was issued by the independent
external agency and the summary of such performance
evaluation was presented at the Independent Directors
Meeting of the Company held on March 26, 2025, and
subsequently presented at the NRC and Board Meeting.
The feedback was discussed at the aforesaid Meetings
and the Board expressed its satisfaction with the
evaluation process.

Declaration by Independent Directors

The Board took on record the necessary declarations
from all the Independent Directors of the Company
as required, pursuant to Section 149(7) of the Act and

Regulation 25(8) of the Listing Regulations, stating that
they meet the criteria of independence laid down in
Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations.

In the opinion of the Board, all the Independent Directors
fulfil the conditions specified under the Act and the Listing
Regulations and are Independent of the Management and
that there has been no change in the circumstances or
situations, which exist or may be reasonably anticipated,
that could impair or impact the ability to discharge their
duties with the objective of independent judgment
without any external influence.

All the Independent Directors of the Company have
registered themselves with the Independent Director's
Databank mandated by the Indian Institute of Corporate
Affairs as per the requirements of Rule 6 of the Companies
(Appointment and Qualifications of Directors) Rules, 2014.

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 is available on the website of
the Company i.e. https://www.nuvama.com/wp-content/
uploads/2024/05/Familiarisation-programme-of-
Independent-Director-3.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/Nomination-and-
Remuneration-Policy.pdf

AUDIT COMMITTEE

The Audit Committee comprises of three (3) Directors
viz Mr. Kamlesh Vikamsey as Chairperson, Mr. Birendra
Kumar and Mr. Nikhil Kumar Srivastava as Members of the
Committee. All the recommendations made by the Audit
Committee were accepted by the Board.

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 aspect of any business
environment. The Company recognises that while all risks
cannot be eliminated, they can be effectively identified,
monitored and mitigated through a structured and
proactive approach. Risk Management is, therefore, an
integral part of the Company's corporate governance and
decision-making framework, designed to safeguard long¬
term value creation and operational continuity.

A Board approved Risk Management Policy outlines the
methodology for identifying, assessing and mitigating
internal and external risks — financial, operational,
sectoral, technological, cyber, regulatory, reputational,
environmental and others — and ensures that adequate
systems, controls and reporting mechanisms are in place.
The Policy also integrates business continuity planning
and risk response strategies into day-to-day operations
and strategic planning.

To ensure strong risk governance, the Company has
adopted a 'Four Lines of Defence' model. The first line of
defence comprises the business and operational teams,
supported by technology, who manage and own the risks
in their respective domains. The second line consists
of the risk management and compliance functions,
which independently monitor risk exposures and ensure
implementation of control frameworks. The third line is
formed by internal and external audit teams, as well as
the surveillance function, which periodically evaluate
the effectiveness of controls and identify vulnerabilities.
The fourth line of defence lies with the Board and the
Risk Management Committee who provide overall
oversight and review the adequacy of the Company's risk
management systems.

The Company's Enterprise Risk Management (ERM)
approach ensures continuous risk identification,
categorisation and prioritisation, supported by Key Risk
Indicators for ongoing monitoring. Risk ownership is
clearly assigned and mitigation strategies are evaluated
both in terms of effectiveness and residual exposure. All
new products and business initiatives are assessed for
potential risks and require approvals from relevant internal
Committees including Risk, Compliance, Operations and
Product Governance.

Internal audits are conducted periodically to ensure that
the Company's control environment remains strong and
responsive to evolving risks. The internal control systems
in place are commensurate with the scale and complexity
of the Company's operations and are designed to ensure
regulatory compliance, financial discipline and operational
efficiency.

During the year under review, the Risk Management
Committee did not identify any risk that, in its opinion,
could threaten the existence or going concern status
of the Company. The Company remains committed to
enhancing its risk management framework and cultivating
a culture of transparency, accountability and continuous
vigilance across all levels of 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 on an arm's length basis.
Omnibus approval of the Audit Committee is obtained for
all Related Party Transactions which are foreseen and of
repetitive nature. Pursuant to the said omnibus approval,
details of transactions entered into are also reviewed by
the Audit Committee on a quarterly basis.

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/2023/08/1.-NWML-Policy-on-
dealing-with-Related-Party-Transactions.pdf

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and the Rules framed
thereunder as amended from time to time, the Annual
Return of the Company for the F.Y. 2024-25 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 highly 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 Section 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 Directors 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
make 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/2023/08/Nuvama-Whistle-
Blower-Vigil-Mechanism-Policy-1.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 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.

During the year under review, as a step towards being Fair
to our employees, EthicsLine - a QR based platform has

been launched, where employees can raise any concern at
their fingertips while maintaining 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 F.Y. 2024-25 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
Rule 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 untill 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 fraud 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, the Board at its Meeting held on
May 28, 2025, based on recommendation of the Audit
Committee, approved the appointment of M/s. SVVS
& Associates, Company Secretaries LLP, Practicing
Company Secretaries, a peer reviewed firm (Firm
Registration No. L2015MH000700) as the Secretarial
Auditors of the Company for a term of five consecutive
years commencing from F.Y. 2025-26 till F.Y. 2029-30,
subject to approval of the Members at the ensuing AGM.

Secretarial Auditors' Report

Pursuant to Section 204 of the Act and the Rules
made thereunder, the Board had appointed M/s. SVVS
& Associates, Company Secretaries LLP, Practicing
Company Secretaries to conduct the Secretarial Audit
of the Company for F.Y. 2024-25. The report of the
Secretarial Auditor 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 F.Y. 2024-25 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.
Accordingly, the Company has obtained certificate from
Statutory Auditors in this regard pursuant to applicable
guidelines issued by RBI.

CORPORATE GOVERNANCE REPORT

The Company believes in adopting the best practices
that are 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 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 of Directors 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 confirm that:

a) in the preparation of the annual Financial Statements
for the financial year ended March 31, 2025, 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) proper and sufficient care has been taken 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) the annual Financial Statements have been prepared
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 states 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) i ssue 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) instance of one-time settlement with any Bank or
Financial Institution;

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

h) defaulted 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, August 13, 2025 DIN: 07789972 DIN: 07112524