Directors Report of Nuvama Wealth Management Ltd.

Mar 31, 2025

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:

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	41,582.69	31,558.12	13,543.72	6,537.93
Other income	110.39	19.08	28.62	1.01
Total income	41,693.08	31,577.20	13,572.34	6,538.94
Total expenses	28,583.79	23,478.63	6,990.87	5,463.64
Profit before share in profit / (loss) of associate and joint venture and tax	13,109.29	8,098.57	6,581.47	1,075.30
Share in profit of associate	107.51	32.53	-	-
Share in loss of joint venture	(33.72)	(11.08)	-	-
Profit Before Tax	13,183.08	8,120.02	6,581.47	1,075.30
Tax expenses	3,332.44	1,871.60	604.40	94.38
Profit for the year	9,850.64	6,248.42	5,977.07	980.92
Other comprehensive income	(5.39)	(71.01)	0.59	(79.80)
Total comprehensive income	9,845.25	6,177.41	5,977.66	901.12
Profit / (loss) for the year attributable to:
• Owners of the Company	9,861.75	6,253.21	-	-
• Non-controlling interest	(11.11)	(4.79)	-	-
Other comprehensive income for the year attributable to:
• Owners of the Company	(5.38)	(71.03)	-	-
• Non-controlling interest	(0.01)	0.02	-	-
Total comprehensive income for the year attributable to:
• Owners of the Company	9,856.37	6,182.18	-	-
• Non-controlling interest	(11.12)	(4.77)	-	-
Opening Balance of Retained earnings	11,611.10	(7,089.68)	854.15	(12,683.10)
Add: Profit for the year	9,861.75	6,253.21	5,977.07	980.92
Add: Other comprehensive income for the year	(23.62)	6.34	0.59	5.09
Add: Adjustment pursuant to Scheme of arrangement	-	12,353.58	-	12,353.58
Add: Other adjustments	(172.65)	87.65	29.79	197.66
Less: Dividend paid	(5,139.26)	-	(5,139.26)	-
Closing Balance of Retained earnings	16,137.32	11,611.10	1,722.34	854.15

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:

Date of	Amount	Face	Percentage
Declaration	of	value per	of Dividend
	dividend	equity	(%)
	per equity	share
	share	(Rs.)
	(Rs.)
July 26, 2024	81.5	10	815
October 25, 2024	63	10	630

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:

Particulars	No. of shares	Face value per share (Rs.)	Total (Rs.)
Preference Shares	12,000,000	1,000	12,000,000,000
Preference Shares	460,000	10	4,600,000
Equity Shares	799,540,000	10	7,995,400,000

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 [email protected].

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:

Sr. No.	Particulars	Type
Indian Companies
1	Nuvama Clearing Services Limited	Wholly owned subsidiary
2	Nuvama Wealth Finance Limited	Wholly owned subsidiary
3	Nuvama Wealth and Investment Limited	Wholly owned subsidiary
4	Nuvama Asset Management Limited	Wholly owned subsidiary
5	Nuvama Capital Services (IFSC) Limited	Wholly owned subsidiary
6	Pickright Technologies Private Limited	Subsidiary
Foreign Companies
7	Nuvama Investment Advisors Private Limited	Wholly owned subsidiary
8	Nuvama Investment Advisors (Hong Kong) Private Limited	Wholly owned subsidiary
9	Nuvama Financial Services Inc.	Wholly owned subsidiary
10	Nuvama Financial Services (UK) Limited	Wholly owned subsidiary
11	Nuvama Investment Advisors LLC	Wholly owned subsidiary
12	Nuvama Wealth Management (DIFC) Limited	Wholly owned subsidiary
Joint Ventures/Associate Companies
13	Nuvama and Cushman & Wakefield Management Private Limited*	Joint Venture
14	Nuvama Custodial Services Limited	Associate

* 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

---

Mar 31, 2024

The Directors of your Company hereby present their 31^st Annual Report together with the Audited Financial Statements for the Financial Year (''F.Y.'') ended March 31, 2024:

FINANCIAL HIGHLIGHTS

The summary of the Company''s financial performance, both on a consolidated and standalone basis, for the F.Y. 2023-24 as compared to the previous F.Y. 2022-23 is given below:

(Rs. in Million)
Particulars	Consolidated		Standalone
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	31,509.84	22,147.18	6,540.83	3,504.69
Other income	67.36	156.75	1.01	437.49
Total income	31,577.20	22,303.93	6,541.84	3,942.18
Total expenses	23,478.63	18,252.52	5,466.54	3,871.16
Profit before share in profit / (loss) of associate and joint venture and tax	8,098.57	4,051.41	1,075.30	71.02
Share in profit of associate	32.53	9.53	-	-
Share in profit / (loss) of joint venture	(11.08)	-	-	-
Profit Before Tax	8,120.02	4,060.94	1,075.30	71.02
Tax expenses	1,871.60	1,010.25	94.38	8.04
Profit for the year	6,248.42	3,050.69	980.92	62.98
Other comprehensive income	(71.01)	31.13	(79.80)	(2.28)
Total comprehensive income	6,177.41	3,081.82	901.12	60.70
Profit / (loss) for the year attributable to:
• Owners of the Company	6,253.21	3,050.91	-	-
• Non-controlling interest	(4.79)	(0.22)	-	-
Other comprehensive income for the year attributable to:
• Owners of the Company	(71.03)	31.13	-	-
• Non-controlling interest	0.02	(0.00)	-	-
Total comprehensive income for the year attributable to:
• Owners of the Company	6,182.18	3,082.04	-	-
• Non-controlling interest	(4.77)	(0.22)	-	-
Opening Balance of Retained earnings	(7,089.68)	(10,080.06)	(12,683.10)	(12,796.70)
Add: Profit for the year	6,253.21	3,050.91	980.92	62.98
Add: Other comprehensive income for the year	6.34	(15.72)	5.09	(2.28)
Add: Adjustment pursuant to Scheme of arrangement	12,353.58		12,353.58	-
Add: Other adjustments	87.65	(44.81)	197.66	52.90
Closing Balance of Retained earnings	11,611.10	(7,089.68)	854.15	(12,683.10)

For details, refer section on Financial Statements

Transfer to Reserve

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

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

The Company reported consolidated net revenue of Rs. 20,627 million for the F.Y. 2023-24 which was up by 31% as compared to the previous F.Y. The revenue streams continue to be diversified across our 3 business segments namely Wealth Management, Asset Management and Capital Markets. The consolidated operating profit after tax of Rs. 5,970 million, for the F.Y. 2023-24, is up by 62% as compared to the previous F.Y. For further details, you may refer 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. 2023-24 to which the financial statements relate and the date of this Annual Report.

DIVIDEND

The Company did not declare any dividend till the last Board Meeting held on May 10, 2024.

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/Nuvama-Dividend-Distribution-Policy. pdf

SCHEME OF ARRANGEMENT BETWEEN THE COMPANY AND EDELWEISS FINANCIAL SERVICES LIMITED

The Board of Directors of the Company at their meeting held on May 13, 2022, approved the Scheme of Arrangement between the Company with Edelweiss Financial Services Limited (''EFSL'') and their respective shareholders and creditors (''the Scheme''), under Sections 230 - 232 and other applicable provisions of the Companies Act, 2013 (''the Act'') which, envisaged demerger of the wealth management business of EFSL with the Company.

The National Company Law Tribunal (''NCLT''), Mumbai Bench, sanctioned the Scheme vide its Order dated April 27, 2023, and the effective date of the Scheme was May 18, 2023.

Upon the Scheme coming into effect and in consideration of the transfer and vesting of the wealth management business with the Company, 1,05,12,660 equity shares of Rs. 10 each held by EFSL in the Company were extinguished and cancelled and the shareholders of EFSL whose names appeared in the Register of Members on the Record Date i.e. June 2, 2023 were allotted 1,05,28,746 equity shares of Rs. 10 each of the Company.

Pursuant to the Scheme, the equity shares of the Company were listed on BSE Limited (''BSE'') and National Stock Exchange of India Limited (''NSE'') on September 26, 2023.

SHARE CAPITAL

Authorized Capital:

The Authorized Share Capital of the Company as on March 31, 2024, stood at Rs. 20,00,00,00,000 divided into

1,20,00,000 preference shares of Rs. 1,000 each; 4,60,000 preference shares of Rs. 10 each and 79,95,40,000 equity shares of Rs. 10 each.

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

Issued, Subscribed and Paid-up Share Capital

a. Allotment pursuant to Scheme of Arrangement: Consequent to the Scheme of Arrangement sanctioned by NCLT, Mumbai Bench, vide its Order dated April 27, 2023, the following changes were effected in the paid-up share capital of the Company on June 9, 2023:

i. extinguishment and cancellation of 1,05,12,660 equity shares of Rs. 10 each held by EFSL in the Company.

ii. allotment of 1,05,28,746 equity shares of Rs. 10 each to the eligible shareholders of EFSL whose names appeared in the Register of Members of EFSL as on the Record Date i.e. June 2, 2023.

b. Allotment pursuant to exercise of Employee Stock Options

During the year under review, the Company allotted 2,36,262 equity shares of Rs. 10 each pursuant to exercise of Employee Stock Options under the Nuvama Wealth Management Limited - Employee Stock Option Plan 2021 (''ESOP Scheme'').

The shares allotted rank pari pasu with the existing share capital of the Company.

Accordingly, as on March 31, 2024, the issued, subscribed and paid-up share capital of the Company stood at Rs. 35,30,86,030/- consisting of 3,53,08,603 equity shares of face value of Rs. 10 each fully paid up.

EMPLOYEES STOCK OPTION SCHEME

The stock options granted to the employees of the Company/its subsidiaries/its associates are currently operated through Nuvama Wealth Management Limited - Employee Stock Option Plan 2021.

Consequent to the listing of the equity shares of the Company on BSE and NSE on September 26, 2023, the Company was required to ratify the ESOP scheme which was in place prior to the listing of equity shares to be in conformity with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (''SBEB Regulations''), by obtaining approval of the Members of the Company before making any fresh grant under the ESOP Scheme. Further, the ESOP Scheme was also amended to include in the

definition of "employees", as per the SBEB Regulations. The aforesaid ratification and amendment were approved by the Members of the Company via postal ballot on March 2, 2024.

A certificate from the Secretarial Auditor of the Company confirming that the ESOP Scheme has been implemented in accordance with the SBEB Regulations would be made available for inspection by 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 [email protected].

The relevant disclosures in terms of Ind AS 102, relating to the share based payment, forms part of Note 2.42 and 40.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 the system of Internal Controls including Internal Financial Controls are commensurate with the nature, size and complexities of the Company''s business and operation and the same are adequate and operating effectively.

The Company has system of Internal Financial Controls which provides a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention and detection of errors and frauds, accuracy and completeness of accounting records and ensuring compliance with corporate policies.

INTERNAL AUDIT

The Internal Auditors of the Company follow standards on Internal Audit along with guidelines issued by regulators and ensures compliance with Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014, as amended and notified from time to time. The Internal Audit function operates under the supervision of the Audit Committee of the Board.

The adequacy and effectiveness of internal controls system, compliance to internal and regulatory guidelines and risk management practices followed by the company is regularly tested and reviewed by the internal auditors. Internal Audit Reports and action taken reports thereon are reviewed by the Audit Committee and discussed. The Company believes that these systems provide reasonable assurance that the Company''s internal controls, risk management and governance related systems and processes are adequate and are operating 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 Credit Rating assigned to the various borrowing programmes forms 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 no. 2.4 and 2.37 of the Standalone Financial Statements of the Company.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

As on March 31, 2024, the Company had 11 Subsidiaries, 1 Associate Company, 1 Joint Venture Company and the details are as under:

Sr. No.	Particulars	Type
Indian Companies
1	Nuvama Clearing Services Limited	Wholly owned subsidiary
2	Nuvama Asset Management Limited	Wholly owned subsidiary
3	Nuvama Wealth Finance Limited	Wholly owned subsidiary
4	Nuvama Wealth and Investment Limited	Wholly owned subsidiary
5	Nuvama Capital Services (IFSC) Limited	Wholly owned subsidiary
6	Pickright Technologies Private Limited	Subsidiary

Sr. No.	Particulars	Type
Foreign Companies
7	Nuvama Investment Advisors Private Limited	Wholly owned subsidiary
8	Nuvama Investment Advisors (Hong Kong) Private Limited	Wholly owned subsidiary
9	Nuvama Financial Services Inc.	Wholly owned subsidiary
10	Nuvama Financial Services (UK) Limited	Wholly owned subsidiary
11	Nuvama Investment Advisors LLC	Wholly owned subsidiary
Joint Ventures/Associate Companies
12	Nuvama and Cushman & Wakefield Management Private Limited*	Joint Venture
13	Nuvama Custodial Services Limited	Associate
* Joint Venture through Nuvama Asset Management Limited

During the year under review, Nuvama Asset Management Limited, a wholly owned subsidiary of the Company entered into a joint venture agreement with Cushman and Wakefield India Private Limited and subsequently Nuvama and Cushman & Wakefield Management Private Limited was incorporated on September 4, 2023.

During the year under review, Nuvama Investment Advisors LLC (''NIALLC'') became a wholly owned subsidiary of the Company with effect from September 6, 2023, consequent to the acquisition of 12,51,001 Class A Ordinary equity shares of USD 1 each and 100 Class B Ordinary equity shares of USD 1 each of NIALLC from EC International 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 forms part of this Annual Report.

The Company''s Financial Statements including the accounts of its subsidiaries which forms part of this Annual Report are prepared in accordance with the Act and Ind AS.

A report on the performance and financial position of each of the subsidiaries of the Company, as per the Act is provided in the prescribed Form AOC-1 which is annexed to the said Audited Consolidated Financial Statement

The Audited Financial Statements of the subsidiaries of the Company for the financial year ended March 31, 2024, are available on the website of the Company i.e. www.nuvama.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In line with Regulation 34 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 of the Listing Regulations, the Business Responsibility and Sustainability Report forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY(''CSR'') INITIATIVES

The Company strongly believes in doing the right thing for all our stakeholders.

The Company''s CSR focus areas during the year under review was, economic empowerment of women, education of children and community resilience and climate action with the following objectives:

• Promoting gender equality, empowering women and building measures to reduce inequalities faced by socially and economically backward groups.

• Creating income-generation opportunities.

• Promoting education and enhancing vocational skills, especially among children.

• Ensuring environmental sustainability, ecological balance and conservation of natural resources.

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 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/CSR-Policy.pdf

The Annual Report on CSR Activities of the Company 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 Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

a. Composition of Board

As on March 31, 2024, the Board of Directors of the Company comprised of eleven (11) Directors out of which two (2) are Executive Directors, four (4) are Non-executive Non-Independent Directors (Nominee Director), five (5) are Independent Directors including one (1) Independent Woman 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. The Board is of the opinion that the Independent Directors of the Company are persons of integrity with requisite expertise and experience (including the proficiency).

b. Cessation:

During the year under review, Mr. Sujey Subramanian - Non-executive Non- Independent Director and Mr. Kunnasagaran Chinniah- Independent Director, resigned from the Board of the Company with effect from May 1, 2023. The Board placed on record its appreciation for the contribution made by them during their tenure on the Board of the Company.

Mr. Ramesh Abhishek - Nominee Director resigned from the Board of the Company with effect from June 10, 2024. The Board placed on record its appreciation for the contribution made by him during his tenure on the Board of the Company.

c. Appointment:

During the year under review, the Board of Directors on the recommendation of the Nomination and Remuneration Committee (''NRC'') appointed Mr. Sameer Kaji and Mr. Kamlesh Vikamsey as Additional Directors (Non-executive - Independent) with effect from May 1, 2023 and May 30, 2023, respectively. Subsequently, the Members at the 30^th AGM of the Company held on June 1, 2023, approved their appointment as Independent Directors.

d. Directors liable to retire by rotation:

In accordance with Section 152 of the Act and the Articles of Association of the Company,

Mr. Ashish Kehair and Mr. Aswin Vikram are liable to retire by rotation at the ensuing AGM and being eligible have offered themselves for re-appointment. The Board recommends their re-appointment for the approval of the Members.

e. Re-appointment:

Mr. Ashish Kehair was appointed as the Managing Director & Chief Executive Officer (''MD & CEO'') on the Board of Directors of the Company with effect from September 21, 2021, for a period of 3 years. The tenure of Mr. Kehair as the MD will expire 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 Board based on the recommendation of the NRC and in accordance with the Act and the Listing Regulations approved the reappointment of Mr. Kehair as the MD & CEO of the Company for a further term of 3 years, with effect from September 21, 2024, subject to the approval of the Members of the Company at the ensuing AGM.

Mr. Shiv Sehgal was appointed as an Executive Director (''ED'') on the Board of Directors of the Company with effect from January 11, 2022, for a period of 3 years. The tenure of Mr. Sehgal as an ED will expire on January 10, 2025. Considering that Mr. Sehgal is responsible for the Capital Market businesses which includes Institutional Equities (covering sales, research and trading) and Asset Services, the Board based on the recommendation of the NRC and in accordance with Act and the Listing Regulations approved the re-appointment of Mr. Sehgal as an ED of the Company for a further term of 3 years, with effect from January 11, 2025, subject to the approval of the Members of the Company at the ensuing AGM.

KEY MANAGERIAL PERSONNEL

a. Composition of Key Managerial Personnel

As on the date of the report, Mr. Ashish Kehair, Managing Director & CEO, Mr. Shiv Sehgal, Executive Director, Mr. Bharat Kalsi, Chief Financial Officer and Ms. Sneha Patwardhan, Company Secretary, are the Key Managerial Personnel pursuant to Section 203 of the Act and Rules made 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.

During the year under review, Ms. Pooja Doshi was appointed as the Company Secretary of the Company with effect from May 25, 2023 and she ceased to be the Company Secretary with effect from July 14, 2023. Subsequently, Ms. Sneha Patwardhan was appointed as the Company Secretary of the Company with effect from July 15, 2023.

MEETING OF DIRECTORS

Meetings of the Board of Directors

During the year under review, seven (7) meetings of the Board of Directors were held. The details of the meetings are given in the Corporate Governance Report which forms part of this Annual Report.

Evaluation of the Performance of the Board

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of certain criteria such as the Board composition, effectiveness of Board processes, knowledge, experience, competency etc. of the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of certain criteria such as the roles and responsibilities of the Members, composition of committees, effectiveness of committee meetings, etc.

The Board reviewed the performance of individual Directors on the basis of certain criteria such as the contribution of the individual Director to the Board and Committee Meetings in the form of participation in the deliberations and providing constructive contribution like preparedness on the issues to be discussed, meaningful and constructive contribution, deliberation and inputs in meetings, etc. The Board noted that the overall evaluation was positive and the Board as a whole comprised of qualified and experienced directors functioning cohesively as a team.

In a separate meeting of Independent Directors, performance of the Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the Chairperson of the Board, taking into account the views of the Executive and Non-executive Directors. The Board also assessed the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluation was then discussed in the Board Meeting and performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

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.

All the Independent Directors of the Company have registered themselves on the Independent Directors'' 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

Details of the Familiarization Programme are provided in the Corporate Governance Report which forms part of this Annual Report and are also available on the website of the Company i.e. https://www.nuvama.com/wp-content/uploads/2024/05/Familiarisation-programme-of-Independent-Director.pdf

Nomination and Remuneration Policy

The Board has formulated a Nomination and Remuneration Policy which lays down the framework for 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 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

COMMITTEES OF THE BOARD

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

RISK MANAGEMENT

Risk Management of the Company establishes the philosophy towards risk identification, analysis and prioritization of risks, development of risk mitigation plans and reporting on the risk environment.

The Company has put in place a Policy for identification of internal and external risks including financial, operational, sectoral, information, cyber security, people, infra risks and any other risks as may be determined by the Risk Management Committee/Board. The Policy details the measures for risk mitigation, including systems and processes for internal control of identified risks and business continuity planning.

Internal Audits monitor and conduct periodic evaluations of the risk management, internal control and compliance activities to ensure the adequacy of risk controls and appropriate risk governance. The Board and the Risk Management Committee of the Company are entrusted with the responsibility to review, assess and oversee the implementation of risk management policies and practices.

During the year under review, the Risk Management Committee has not identified any element of risk which in its opinion may threaten the existence of the Company. The Company''s internal control systems are commensurate with the nature of its business, size and complexity of its operations.

RELATED PARTY TRANSACTIONS

All contracts/arrangement/transactions entered by the Company during the F.Y. 2023-24 with the related parties were in compliance with the applicable provisions of the Act and the Listing Regulations. 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, all contracts/arrangements/ transactions entered into by the Company with related parties were in ordinary course of business and on an arm''s length basis. None of the transactions required members'' prior approval under the Act or the Listing Regulations. There were no material related party transactions by the Company during F.Y. 2023-24. 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/Nuvama-Policy-on-dealing-with-Related-Party-Transactions.pdf

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and the Rules made thereunder and amended from time to time, the Annual Return of the Company for the financial year ended March 31, 2024 in prescribed Form MGT-7, is available 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 Annual Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) 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 is overseen by the 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.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 the Rules framed thereunder and creating a culture of Zero Tolerance towards any untoward act or behaviour which is in violation to the provisions of the POSH Act.

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

The Company has established a detailed framework for adherence of 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 on the key aspects of Prevention of Sexual Harassment Policy.

The details of complaints pursuant to Section 22 of the POSH Act for F.Y. 2023-24 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 cases pending as on end of the year: 0

d) Nature of action taken by the employer or district officer: Not Applicable

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 Annual 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 inspect the same by sending an e-mail to the Company at [email protected].

AUDIT COMMITTEE

The Audit Committee comprises of four (4) Directors viz Mr. Kamlesh Vikamsey, Chairperson, Mr. Birendra Kumar, Mr. Navtej S. Nandra 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.

STATUTORY AUDITORS'' AND AUDITORS'' REPORT

Pursuant to Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company at its 30^th AGM held on June 1, 2023, approved the re-appointment of M/s. S. R. Batliboi & Co. LLP (Firm Registration Number - 301003E/E300005) as the Statutory Auditors'' of the Company for a second term for a term of five years commencing from the conclusion of the 30^th AGM till the conclusion of 35^th AGM of the Company to be held in the year 2028.

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 AUDIT

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 Secretarial Audit of the Company for F.Y. 2023-24. The report of the Secretarial Auditor is annexed as Annexure 5 to this Annual 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. 2023-24 is annexed as Annexure 6 to this Annual 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 Corporate Governance Report as stipulated under the Listing Regulations forms an integral part of this 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 Directors 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 statement for the F.Y. 2023-24, the applicable accounting standards had been followed and there were no material departures from prescribed accounting standards;

b) Your Company has 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 F.Y. 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 statement has 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

OTHER DISCLOSURE

Your Directors'' 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) instance of one-time settlement with any Bank or Financial Institution;

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

h) transfer of any amount to Investor Education and Protection Fund; and

i) defaulted in repayment of loans from banks and financial institutions.

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, other government authorities, Banks and other stakeholders. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.