Motilal Oswal Financial Services Ltd

Dear Members,

The Directors of your Company have pleasure in presenting the Nineteenth Board's Report together with the Audited Financial Statements for the financial year ended March 31, 2024.

FINANCIAL RESULTS

The summary of the Company's financial performance, both on a consolidated and standalone basis, for the financial year ("FY") 2023-24 and FY 2022-23 is given below:

Standalone

The standalone revenue in the FY 2023-24 stood at RS4,59,670 Lakhs vs RS2,69,271 Lakhs in the FY 2022-23. Total expenses (before interest and depreciation) for the year came in at RS2,29,089 Lakhs which increased by 35% over previous year. People cost increased by 33% YoY to RS81,536 Lakhs. Operating expenses increased by 37% YoY to RS1,07,001 Lakhs. The profit before depreciation, interest and taxation (EBITDA) stood at RS2,30,581 Lakhs. Reported net profit for the year came in at RS1,49,038 Lakhs.

Consolidated

The consolidated revenues for the year were RS7,13,052 Lakhs for the year under review, an increase of 70% as compared to the previous year.

The average daily traded volumes (ADTO) for the equity markets during the FY 2023-24 stood at RS350 Lakh Crore, up 127% YoY from RS154 Lakh Crore in the FY 2022-23. The overall cash market ADTO reported increased by 53% YoY at RS88,197 Crore in the FY 2023-24. Within derivatives, futures volume rose by 18% YoY to ~RS1.4 Lakh Crore while options rose 78% YoY to RS271 Lakh Crore. Amongst cash market participants, retail constitutes 45% of total cash volume, institution 24% and prop 35%. The proportion of DII in the cash market was 10%. In the FY 2023-24, a record of 3.7 Crore new demat accounts were added as against 2.5 Crore in the FY 2022-23. The number of demat accounts stood at 15.1 Crore in FY 2023-24, a growth of 32% YoY.

Total expenses (before interest, depreciation and taxation) for the year at RS3,00,192 Lakhs registered an increase of 30% over previous year. Profit before depreciation, interest and taxation (EBITDA) stood at RS4,12,860 Lakhs, an increase by 118% from the previous year. Profit for the year increased by 162% to RS2,44,562 Lakhs.

Key Highlights

- Capital market business (Broking + IB) income grew 37% YoY to RS3,235 Crore.

- The Company had 42 Lakhs retail broking and distribution clients growing at a CAGR of 29% from FY 2018-19 to FY 2023-24. Client acquisition stood at 6.2 Lakhs during the year.

- Our financial product distribution AUM was RS27,038 Crore as of March 2024, up 27% YoY.

- Investment banking business successfully completed 17 marquee deals in FY 2023-24 worth ~RS19,100 Crore. The team have a rich pipeline and continues to engage on a wide cross-section of mandated transactions across capital markets and advisory.

- Asset management income increased by 25% YoY to RS784 Crore. Total assets under management across mutual funds, PMS and AIF was RS71,810 Crore, up 57% YoY. Within this, the mutual fund AUM was up 65% YoY to RS48,842 Crore, while Alternates AUM stood at RS22,970 Crore.

- The private equity income stood at RS217 Crore, up 18% YoY. Total fee earning AUM stood at RS10,048 Crore.

- The income from wealth management business stood at RS772 Crore, up 41% YoY. The wealth management AUM for the FY 2023-24 was at RS1,23,645 Crore, up 78% YoY.

- Housing finance related gross income of RS589 Crore, up 11% YoY. HFC loan book was RS4,048 Crore, up 6% YoY as of March 2024. Disbursements (incl. pool buy out) stood at RS1,018 Crore.

In line with the long term strategy to grow RoE sustainably, the Company had made strategic allocation of capital to long term RoE enhancing opportunities like Motilal Oswal Home Finance Limited, and sponsor commitments to our mutual fund and private equity funds. As of March 2024, our total quoted equity investments stood at RS4,206 Crore.

The detailed results of operations of the Company are given in the Management Discussion and Analysis Report forming part of the Annual Report.

FUTURE OUTLOOK

We have achieved robust performance across various segments. Our Capital market business delivered exceptional results, achieving all-time high quarterly and yearly profit and solidifying our position in the Cash and F&O Premium segments with market shares of 8.2% and 8.7%, respectively. Our focus remains on diversifying our business to liner sources of earnings. Our Asset and Wealth Management business reached a milestone with AUM reaching RS1.95 Lakhs Crore, showcasing significant growth. Our Asset Management arm witnessed notable improvements in performance and inflows, poised to benefit from structured investing and specialized offerings. Meanwhile, our Wealth Management division is making strides in scalability, supported by a strengthened leadership team and ongoing investments in Relationship Managers. Moreover, we completed the first close of our 6th Real Estate fund. In our HFC business, efforts are underway to bolster the sales force and enhance productivity to drive robust growth in disbursements and AUM. We are confident in the vast potential of each of our businesses and their ability to capitalize on market opportunities. Looking ahead, we remain committed to our strategic objectives, aiming for sustained growth and excellence across all our operations.

CONSOLIDATED FINANCIAL STATEMENT

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and applicable provisions of the Companies Act, 2013 ("the Act") read with the Rules made thereunder (as amended from time to time), the Consolidated Financial Statements of the Company for the FY 2023-24 have been prepared in compliance with applicable Indian Accounting Standards and on the basis of the Audited Financial Statements of the Company and its Subsidiaries, as approved by the respective Board of Directors ("Board").

The Consolidated Financial Statements together with the Auditors' Report is forming part of the Annual Report.

ENVIRONMENT, SOCIAL AND GOVERNANCE INITIATIVES

Since, your Company strongly believes in raising corporate transparency, strengthening risk management, promoting stakeholder engagement, improving communications with Stakeholders, your Company has undertaken various Environment, Social and Governance (ESG) initiatives during the FY 2023-24. The separate disclosure on ESG initiatives is forming part of the Annual Report.

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

The information on the affairs of the Company has been given in Management Discussion and Analysis Report forming part of the 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 have occurred between the end of the financial year to which these financial statements relate and the date of the Report.

SCHEME OF ARRAGEMENT

During the year under review, the Board in its Meeting held on July 27, 2023 has approved the Scheme of Arrangement between the Company i.e. Motilal Oswal Financial Services Limited ("the Transferor Company" or "the Resulting Company" or "MOFSL") and Motilal Oswal Broking and Distribution Limited (formerly Glide Tech Investment Advisory Private Limited) ("the Transferee Company" or "MOBDL") and Motilal Oswal Wealth Limited ("the Demerged Company" or "MOWL") and their respective Shareholders ("the Scheme"), subject to the approval of the Shareholders of the Company and necessary Statutory and Regulatory Approvals including the approval of

the Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT"). The proposed Scheme involves the following arrangement:

i. Transfer of Broking and Distribution ("B&D") Business/Undertaking of the Transferor Company into the Transferee Company by way of Slump Sale (as defined in the Scheme) and consequent issue of equity shares by the Transferee Company to the Transferor Company;

ii. Demerger of Wealth Business Undertaking of the Demerged Company into the Resulting Company (as defined in the Scheme); and

iii. Various other matters consequential or otherwise integrally connected herewith.

The Board has approved the appointed date as April 01, 2023 subject to approval of the Hon'ble NCLT. Further, pursuant to the provisions of Regulation 37 of the Listing Regulations, the Company has filed the Scheme along with necessary documents with Stock Exchange(s).

ITEMIZE SALE OF INVESTMENT

During the year under review, the Board in its Meeting held on July 27, 2023 has approved Itemize Sale of Identified Investments ("Investments") from its investments portfolio which includes investments in listed equity shares, equity mutual funds, alternative investments, etc. of the Company to Motilal Oswal Broking and Distribution Limited (formerly Glide Tech Investment Advisory Private Limited) ("MOBDL"), a Wholly-Owned Subsidiary of the Company. On such Sale of Investments, MOBDL will issue its Equity and/or Preference Shares to the Company as a consideration equivalent to the fair value of the Investments as on the actual date of transfer (immediately prior to the Scheme coming into effect).

DIVIDEND

In terms of Regulation 43A of the Listing Regulations, the Board has approved the Dividend Distribution Policy in line with the requirements of the Listing Regulations and it is available on the website of the Company and can be accessed at https://www.motilaloswalgroup. com/Downloads/lR/206776066708.-Dividend- Distribution-Policy.pdf.

During the year under review, the Board, based on the parameters laid down in the Dividend Distribution Policy, at its Meeting held on January 24, 2024 had declared and paid an Interim Dividend of RS14/- per Equity Share for the FY 2023-24, out of the profits of the Company for the third quarter and nine months ended December 31, 2023, on 14,85,30,616 Equity Shares having face value of RS1/- each, aggregating to RS2,07,94,28,624/-.

TRANSFER TO RESERVES

The Board of your Company decided not to transfer any amount to the General Reserve and retain the entire amount of profit under Retained Earnings.

CREDIT RATING

During the year under review, the Credit Rating agencies have affirmed/reaffirmed/assigned the below credit ratings:

The above ratings indicate a very strong degree of safety regarding timely servicing of financial obligations.

SHARE CAPITAL

During the year under review, the Company has allotted 10,60,165 Equity Shares having face value of RS1/- each to eligible Employees upon exercise of the vested Options granted to the said Employees under various Employee Stock Option Schemes of the Company.

Consequently, the paid-up Share Capital of the Company as at March 31, 2024 stood at RS14,90,07,291/- Equity Shares having face value of RS1/- each.

The Authorised Share Capital of the Company as on March 31, 2024 is RS1,74,00,00,000/- divided into 1,12,00,00,000 Equity Shares of RS1/- each aggregating to RS1,12,00,00,000/- and 62,00,000 Preference Shares of RS100/- each aggregating to RS62,00,00,000/-.

Further, subsequent to the financial year ended March 31, 2024, the Board at its Meeting held on April 26, 2024 has approved issuance of Bonus Shares in the ratio of 3:1 i.e. 3 (Three) Equity Shares of face value of Re. 1/- each for every 1 (One) existing Equity Share of face value of Re. 1/- each held by the Members of the Company as on Record Date, subject to the approval of the Members and other statutory/regulatory approvals, consents, permissions, conditions, and sanctions, as may be necessary.

EMPLOYEE STOCK OPTION SCHEMES

The disclosures required to be made under the SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 ("ESOP Regulations") (as amended from time to time), are available on the website of the Company at www.motilaloswalgroup.com.

Further, the Company confirms that all Employee Stock Option Schemes of the Company are falling under direct route and not under Trust route, and accordingly, the provisions related to Trust route as specified in the ESOP Regulations are not applicable to the Company. Further, all the Permanent Employees (except the persons as mentioned in the ESOP Regulations) of the Company and its Subsidiary Companies are entitled to participate in the said Schemes of the Company. Further, the Company confirms that it has not granted Employee Stock Options equal to or exceeding one percent of the Issued Share Capital of the Company at the time of grant of Stock Options to any Employees of the Company/Subsidiary Company. There has been no change in the ESOP Schemes during the year under review.

The Secretarial Auditor of the Company, M/s. U. Hegde & Associates, has certified that the Company's above-mentioned Schemes have been implemented in accordance with the ESOP Regulations and the Resolutions passed by the Members of the Company for the respective Schemes. The Certificate from the Secretarial Auditor, confirming compliance with the aforesaid provisions would be presented to the Members at the ensuing Annual General Meeting ("AGM") of the Company. The Employee Stock Option Schemes are administered by the Nomination and Remuneration Committee ("NRC") of the Board, in accordance with the applicable provisions of the ESOP Regulations.

Further, subsequent to the financial year ended March 31, 2024, the Board at its Meeting held on April 26, 2024 has approved the "Motilal Oswal Financial Services Limited - Employee Stock Option Scheme - X (ESOP Scheme - x)" for grant of Employee Stock Options to eligible Employees of the Company and its Subsidiary Company(ies)/Holding Company/Associate Company(ies), in terms of ESOP Regulations, subject to the approval of the Members of the Company.

DEBENTURES

During the year under review, the Board at its Meeting held on January 24, 2024 has approved issuance of Non-Convertible Debentures not exceeding RS3,000 Crore by way of Public Issue in one or more tranches. Further, the Finance Committee of the Board at its Meeting held on March 26, 2024 has approved Draft Prospectus for Public Issuance of Secured, Rated, Listed, Redeemable Non-Convertible Debentures of face value of RS1,000 each ("NCDs") for an amount aggregating up to RS500 Crore ("Base Issue Size") with an option to retain oversubscription up to RS500 Crore ("Green Shoe Option") aggregating up to 1,00,00,000 NCDs for an amount up to RS1,000 Crore ("Issue Size" or "Issue Limit") (hereinafter referred to as the "Issue").

Further, the Finance Committee of the Board at its Meeting held on April 09, 2024 has approved Prospectus for the aforesaid Issue and the aforesaid Issue was open for subscription on April 23, 2024 ("Issue Opening date") and is scheduled to close on May 07, 2024 ("Issue Closing date").

Further, during the year under review, 158 Non-Convertible Debentures of RS10 Lakhs each ("NCDs") aggregating to RS15.80 Crore were redeemed. Accordingly, 284 NCDs aggregating to RS28.40 Crore are outstanding as on March 31, 2024.

The Company has been servicing payment of the interest on the due dates.

The details of the Debenture Trustee of the Company are as under:

Beacon Trusteeship Limited

4C & D, Siddhivinayak Chambers,

Gandhi Nagar, Opp. MIG Cricket Club,

Bandra (East), Mumbai - 400 051 Tel: +91 22 2655 8759, +91 95554 49955 Website: https://beacontrustee.co.in/

COMMERCIAL PAPERS

During the year under review, the Company has issued Commercial Papers ("CPs") as short-term borrowing instruments, which are listed on BSE Limited ("BSE").

As on March 31, 2024, the outstanding amount of listed CPs is RS4,615 Crore. Further, the Company has made timely re-payment of its CPs matured during the year.

DEPOSITS

During the year under review, the Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in prescribed e-Form MGT-7 for the financial year ended March 31, 2024 is uploaded on the website of the Company at https://www.motilaloswalgroup.com/ Downloads/IR/854625015Form-MGT-7 FY-23-24.pdf.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of the Annual Report.

SUBSIDIARY COMPANIES

The Company along with its Subsidiaries, offers a diversified range of financial products and services such as institutional equities, asset management business, housing finance, private equity, private wealth management, investment banking, loan against securities and investment activities.

As on March 31, 2024, the Company has 18 (Eighteen) Subsidiaries (including Step-down Subsidiaries). There are no Associate Companies or Joint Venture within the meaning of Section 2(6) of the Act as on March 31, 2024.

Further, pursuant to the provisions of Section 136(1) of the Act, the Financial Statements for the period ended March 31, 2024 of each Subsidiary of the Company is available on the website of the Company at https://www.motilaloswalgroup.com/Investor- Relations/Financial-Report/Financial-Statement- of-Subsidiaries.

Material Subsidiaries

As required under Regulation 16(1)(c) and 46 of the Listing Regulations, the Board has approved the Policy on Determination of Material Subsidiaries ("Policy"). The said Policy is available on the website of the Company and can be accessed at https://www.motilaloswalgroup.com/Downloads/ IR/212618793Policy-on-Determination-of-Material- Subsidiaries.pdf.

Further, as per the aforesaid provisions, Motilal Oswal Asset Management Company Limited ("MOAMC"), Motilal Oswal Finvest Limited ("MOFL") and Motilal Oswal Home Finance Limited ("MOHFL") have been determined as the material subsidiaries of the Company during the FY 2023-24.

Investment in the Subsidiaries

During the year under review, the Company has made following investment in its Subsidiaries:

- 3,49,162 Equity Shares of face value of RS10/- each were allotted at the rate of RS1,432/- aggregating to ~RS50 Crore by Motilal Oswal Investment Advisors Limited, Wholly-Owned Subsidiary of the Company; and

- 70,00,000 Equity Shares of face value of RS10/- each were allotted on the face value aggregating to RS7 Crore by Motilal Oswal Broking and Distribution Limited (formerly Glide Tech Investment Advisory Private Limited), Wholly-Owned Subsidiary of the Company.

Performance and Financial Position of the Subsidiaries

As required under Rule 5 and 8(1) of the Companies (Accounts) Rules, 2014, a report on the highlights of performance of the Subsidiaries and their contribution to the overall performance of the Company has been appended as "Annexure 1" to this Report.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the Financial Statements of the Subsidiaries in Form AOC-1 is annexed to the Consolidated Financial Statements forming part of the Annual Report. Your Company will also e-mail the copy of separate Audited Financial Statements in respect of each of the Subsidiary Company upon request by any Member of the Company interested in obtaining the same.

In accordance with the provisions of Section 136 of the Act, the separate Audited Financial Statements in respect of each of the Subsidiary Company is also made available on the website of your Company at https://www.motilaloswalgroup.com/

Investor-Relations/Financial-Report/Financial- Statement-of-Subsidiaries. These documents will be available for inspection in electronic mode. Members can inspect the same up to the date of the AGM, by sending an e-mail to the Company at shareholders@motilaloswal.com.

The Company monitors performance of its Subsidiary Companies, inter alia, by the following means:

- Financial Statements, in particular investments made by the Subsidiary Companies, are reviewed quarterly by the Company's Audit Committee.

- Minutes of the Board Meetings of the Subsidiary Companies are placed before the Company's Board regularly.

- A statement containing all significant transactions and arrangements entered into by the Subsidiary Companies is placed before the Company's Board.

- Presentations are made to the Company's Board on business performance of major Subsidiaries of the Company by the senior management.

Composition of the Board

The composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an optimum combination of Executive, Non-Executive and Independent Directors.

The Board has 10 (Ten) Directors comprising of 1 (One) Non-Executive Chairman, 1 (One) Managing Director & Chief Executive Officer, 2 (Two) Whole-time Directors, 1 (One) Non-Executive Director and 5 (Five) Independent Directors as on March 31, 2024. The complete list of Directors of the Company has been provided in the Report on Corporate Governance forming part of the Annual Report.

During the year under review, following Directors were re-appointed on the Board of the Company by the Members of the Company:

Subsequent to the financial year ended March 31, 2024, designation of Mr. Navin Agarwal (DIN: 00024561) has been changed from Non-Executive Director to Executive Director by appointing him as Managing Director of the Company, being liable to retire by rotation, for a term of 5 (five) years from April 26, 2024 to April 25, 2029, subject to the approval of the Members of the Company.

The Directors on the Board are persons with proven competency, integrity, experience, leadership qualities, financial and strategic insight. They have a strong commitment to the Company and devote sufficient time to the Meetings.

During the year under review, there was no other change in the composition of the Board.

Director(s) liable to retirement by rotation

In accordance with Section 152 of the Act and the Articles of Association of the Company, Mr. Raamdeo Agarawal (DIN: 00024533) and Mr. Rajat Rajgarhia (DIN: 07682114) will retire by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment. Based on the recommendation of the NRC, the Board recommends their re-appointment(s) for the approval of the Members of the Company. The brief profile of Mr. Raamdeo Agarawal and Mr. Rajat Rajgarhia are included in the Notice of the AGM of the Company.

Meetings of the Board

During the year under review, the Board met 4 (four) times to discuss and approve various matters including Financials, Scheme of Arrangement, Itemize Sale of Investment, Public Issue of NCDs and other businesses. For further details, please refer to the Report on Corporate Governance forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 (One Hundred and Twenty) days, as prescribed in the Act and Listing Regulations.

Committees of the Board

The Board has set up various Committees in compliance with the requirements of the business & relevant provisions of applicable laws and layered down well documented terms of references of all the Committees. Details with respect to the Composition, terms of reference and number of Meetings held, etc. are included in the Report on Corporate Governance forming part of the Annual Report.

During the year under review, all the recommendations/ submissions made by the Audit Committee and other Committees of the Board were accepted by the Board.

Separate Meeting of Independent Directors

As stipulated in the Code of Conduct for Independent Directors under the Act and Listing Regulations, a separate Meeting of Independent Directors of the Company was held on April 27, 2023 to review the performance of Non-Independent Directors (including the Chairman) and the Board as a whole. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board, which is necessary to effectively and reasonably perform and discharge their duties.

Further, a separate Meeting of Independent Directors was also held on July 27, 2023 to consider and recommend the Scheme of Arrangement between group entities and issue Report thereon. Mr. C. N. Murthy acted as Lead Independent Director at this Meeting.

Declaration by Independent Directors

All Independent Directors of your Company have submitted their declaration of independence, as required, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, and are not disqualified from continuing as Independent Directors of your Company. Further, veracity of the above declarations has been assessed by the Board, in accordance with Regulation 25(9) of the Listing Regulations.

The Board is of the opinion that Independent Directors of the Company hold highest standards of integrity and possess requisite qualifications, expertise & experience (including the proficiency) and competency in the business & industry knowledge, financial expertise, digital & information technology, corporate governance, legal and compliance, marketing & sales, risk management, leadership & human resource development and general management as required to fulfill their duties as Independent Directors.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors have confirmed that they have registered themselves with databank maintained by the Indian Institute of Corporate Affairs ('IICA'). These declarations/confirmations have been placed before the Board.

Key Managerial Personnel

As at March 31, 2024, the Company has the following Key Managerial Personnel:

1) Mr. Motilal Oswal - Managing Director & Chief Executive Officer

2) Mr. Ajay Menon - Whole-time Director

3) Mr. Rajat Rajgarhia- Whole-time Director

4) Mr. Shalibhadra Shah - Chief Financial Officer

5) Mr. Kailash Purohit - Company Secretary & Compliance Officer

Further, subsequent to the financial year ended March 31, 2024, designation of Mr. Navin Agarwal has been changed from Non-Executive Director to Executive Director by appointing him as Managing Director of the Company, subject to the approval of the Members of the Company and he is also designated as Key Managerial Personnel of the Company.

FAMILIARIZATION PROGRAMMES

>In terms of the provisions of Regulation 25 of the Listing Regulations, the Company has framed a policy on 'Familiarisation Programme for Independent Directors'. Accordingly, upon appointment of an Independent Director, the appointee is given a formal Letter of Appointment, which inter alia explains the role, function, duties and responsibilities expected as a Director of the Company.

Further, Independent Directors are familiarised with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, various businesses in the group etc. The Directors are also explained in detail the compliance required from them under the Act and Listing Regulations. Further, on an ongoing basis as a part of Agenda of the Board/ Committee Meetings, presentations are regularly made to Independent Directors on various matters inter alia covering the business strategies, management structure, management development, quarterly and annual results, budgets, review of internal audit, risk management framework, operations of the Subsidiaries.

The Policy on Familiarization Programmes for Independent Directors along with the details of the Familiarization Programmes are available on the website of the Company and can be accessed at https://www.motilaloswalgroup.com/Downloads/IR/2058359850Familiarization-Programmes-for Independent-Director 2024.pdf.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations requires the NRC to formulate a Policy relating to the remuneration for the Directors, KMP, Senior Management and other employees of the Company and recommend the same for approval of the Board.

The Company, based on the recommendation of the NRC, has framed a Nomination and Remuneration Policy relating to appointment of Directors, payment of managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations.

Accordingly, in compliance to the aforesaid provisions, the Nomination and Remuneration Policy of the Company is available on the website of the Company and can be accessed at: https://www.motilaloswalgroup.com/Downloads/IR/101791301707.-MOFSL-Nomination and Remuneration- Policy.pdf.

The salient features of the Policy are given below:

Appointment criteria and qualifications:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or Senior Management and recommend to the Board his/her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient/satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Managing Director/ Whole-time Director/Manager who has attained the age of seventy years.

Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

4. The Company shall not appoint a person or continue the directorship of any person as a Non-Executive Director who has attained the age of seventy-five years unless a Special Resolution is passed to that effect, in which case the explanatory statement annexed to the Notice for such motion shall indicate the justification for appointing such a person.

- Evaluation:

The performance evaluation shall be carried out as given below:

The Committee shall carry out evaluation of performance of every Director at regular interval (yearly).

- Removal:

Due to reasons for any disqualification mentioned in the Act, the Rules made thereunder or under any other applicable provisions of the Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management subject to the provisions and compliance of the said Act, rules and regulations.

- Retirement:

The Director, KMP and Senior Management shall retire as per the applicable provisions of the Act and the prevailing internal policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position/remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

- General:

1. The remuneration/compensation/commission etc. to Managerial Person, KMP and Senior Management will be determined by the Committee and recommended to the Board for approval. The remuneration/compensation/ commission etc. shall be subject to the prior/ post approval of the Shareholders of the Company and such other approval, wherever required.

2. The remuneration and commission to be paid to Managerial Person shall be as per the statutory provisions of the Act and Listing Regulations, and the rules made there under for the time being in force.

3. Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Person.

4. The remuneration structure will have a right mix of guaranteed (fixed) pay, pay for performance and long term variable pay based on business growth and other factors such as growth in shareholder value to ensure that it is competitive and reasonable.

5. Where any insurance is taken by the Company on behalf of its Managerial Person, KMP and for Senior Management for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

- Remuneration to Managerial Person, KMP and Senior Management:

1. Fixed pay:

Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee in accordance with the statutory provisions of the Act and the Rules made thereunder for the time being in force. The break-up of the pay scale and quantum of perquisites including employer's contribution to Provident Fund(s), pension scheme(s), medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the Shareholders and such other approval, wherever required.

2. Variable Pay:

The Company may in its discretion structure any portion of remuneration to link rewards to corporate and individual performance, fulfilment of specified improvement targets or the attainment of certain financial or other objectives set by the Board. The amount payable shall be based on performance against pre-determined financial and non-financial metrics.

3. Provision for excess remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managerial Person in accordance with the provisions of Schedule V of the Act. If any Managerial Person draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without such approval, wherever required, he/she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company.

Provided that the Company may waive the recovery of any sum refundable to it after passing of the Special Resolution within two years from the date the sum becomes refundable.

- Remuneration to Non-Executive/Independent Director:

1. Remuneration/Commission:

The remuneration/commission, if any, shall be in accordance with the statutory provisions of the Act and the Rules made thereunder for the time being in force.

2. Sitting Fees:

The Non-Executive/lndependent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof.

Provided that the amount of such fees shall not exceed the maximum amount as provided in the Act, per meeting of the Board or Committee or such amount as may be prescribed from time to time.

3. Limit of Remuneration/Commission:

Remuneration/Commission may be paid to Non-Executive Directors within the monetary limit approved by the Shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Act. If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Non-Executive/ Independent Directors in accordance with the provisions of Schedule V of the Act. If any Non-Executive/Independent Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without such approval, wherever required, he/she shall refund such sums to the Company, within two years or such lesser period as may be allowed by the Company, and until such sum is refunded, hold it in trust for the Company.

Provided that the Company may waive the recovery of any sum refundable to it after passing of special resolution within two years from the date the sum becomes refundable.

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3)(p) and Schedule IV of the Act and in accordance to Regulation 17(10) and 25(4) of the Listing Regulations, the Board has carried out the annual performance evaluation of the Board as a whole, various Committees of the Board and of the Individual Directors. The performance evaluation of the Independent Directors was carried out by the entire Board of the Company.

The Board and NRC reviewed the performance of Individual Directors based on various aspects which, inter alia, included transparency, performance, the level of participation in the Board Meetings, inputs provided to executive management on matters of strategic importance, familiarization with the business of the Company and its Subsidiaries, etc.

In a separate Meeting of Independent Directors, performance of Non-Independent Directors and the Chairman of the Company was evaluated, taking

into account the views of the Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting that followed the Meeting of Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed.

The outcome of the performance evaluation of the Board for the year under review was discussed by the NRC and Board at their respective Meetings. All Directors expressed satisfaction with the evaluation process.

SUCCESSION PLAN

The Board has satisfied itself that plans are in place for orderly succession for appointment to the Board of Directors and Senior Management.

PARTICULARS OF EMPLOYEES

Disclosure with respect to the percentage increase in remuneration, ratio of the remuneration of each Director and Key Managerial Personnel to the median employee's remuneration and other details in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has been appended as "Annexure 2" to this Report.

In terms of first proviso to Section 136 of the Act, the Report and Financial Statements are 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 pertaining to the names and other particulars of employees will be available for inspection by the Members in electronic mode. Members can inspect the same up to the date of the AGM, by sending an e-mail to the Company at shareholders@motilaloswal.com. Any Member interested in obtaining a copy of the said Annexure may write to the Company Secretary & Compliance Officer of the Company in this regard.

The Board affirms that the remuneration paid to Senior Management of the Company is as per the Nomination and Remuneration Policy of the Company.

Report on Corporate Governance

A detailed Report on Corporate Governance in terms of Schedule V of the Listing Regulations for the FY 2023-24, is forming part of the Annual Report.

Further, a Certificate from M/s. Singhi & Co., Statutory Auditors of the Company confirming compliance with conditions of Corporate Governance as stipulated in Regulation 34 read with Schedule V to the Listing Regulations is annexed to the Report on Corporate Governance.

Code of Conduct

Pursuant to Regulation 26(3) of the Listing Regulations, all the Directors and Senior Management of the Company have affirmed compliance with the Code of Conduct of the Company.

Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of 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 framed Vigil Mechanism/Whistle Blower Policy ("Policy") to enable Directors and employees to report genuine concerns or grievances, significant deviations from key management policies and report any non-compliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior/conduct etc.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the Audit Committee of the Board.

The objective of this mechanism is to maintain a redressal system which can process all complaints concerning questionable accounting practices, internal controls, or fraudulent reporting of financial information.

The Policy framed by the Company is in compliance with the requirements of the Act and Listing Regulations, and is available on the website of the Company and can be accessed at https://www.motilaloswalgroup. com/Downloads/lR/785307607MOFSL Vigil- MechanismWhistle-Blower-Policy.pdf.

Prevention of Sexual Harassment of Women at Workplace

The Company has zero tolerance on sexual harassment at workplace. The Company has formulated a Policy on Prevention of Sexual Harassment at Workplace and has also constituted an Internal Complaints Committee ("lCC") as stipulated by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. Appropriate reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work with dignity.

During the year under review, ICC had received four complaints relating to sexual harassment, which have been investigated and closed.

RISK MANAGEMENT

Risk is an integral and unavoidable component of business. Though risks cannot be eliminated, an effective risk management program ensures that risks are reduced, avoided, mitigated or shared.

The Company realizes the importance of Enterprise Risk Management ("ERM") framework and had taken early initiatives towards its implementation. The Company has also formulated group Risk Management Policy.

Further, during the year under review, the Company being a Qualified Stock Broker ("QSB") in terms of the SEBI Circular SEBl/HO/MlRSD/MlRSD-PoD-1/P/ClR/2023/24 dated February 06, 2023, has adopted a separate, clear and a well-documented Risk Management Framework which encompasses the list of all relevant risks which may have to be borne by the Company, addressing root cause of the risks, prevention of recurrence of such risks, early identification and prevention of risk, assess the likely impact of a probable risk event on various aspects of the functioning of the Company & assign accountability and responsibility of KMP in the organization.

A systematic approach has been adopted that originates with the identification of risk, categorization and assessment of identified risk, evaluating effectiveness of existing controls and building additional controls to mitigate risk and monitoring the residual risk through effective Key Risk Indicators ("KRI"). The implementation is being carried out in phased manner with the objective to encompass the entire line of businesses.

Effective ERM involves a robust implementation of three lines of defense - first line of defense is the front-line employees, the second line of defense is the risk and compliance function and the third line of defense is external and internal auditors. To build an effective risk culture significant effort has been made towards robustness of these lines of defense.

Further, pursuant to the provisions of Regulation 21 of the Listing Regulations, the Board has also constituted the Risk Management Committee, details of which are mentioned in the Report on Corporate Governance. The composition of the Committee is in conformity with the Listing Regulations, with majority of Members being Directors of the Company. The Risk Management Committee is, inter alia, authorized to monitor and review the risk assessment, mitigation and risk management plans for the Company from time to time and report the existence, adequacy and effectiveness of the above process to the Audit Committee/Board on a periodic basis.

In the opinion of the Board, there are no elements of risks threatening the existence of the Company.

The details of composition of the Risk Management Committee and its terms of reference, is provided in the Report on Corporate Governance which forms part of the Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In terms of Regulation 34(2)(f) of the Listing Regulations, the initiatives taken by the Company from an Environmental, Social, Governance & Sustainability perspective are provided in the Business Responsibility & Sustainability Report ("BRSR") which is presented in a separate section and forms part of the Annual Report and is also uploaded on the website of the Company at www.motilaloswalgroup.com. BRSR includes details on performance against the nine principles of the National Guidelines on Responsible Business Conduct and a report under each principle, which is divided into essential and leadership indicators is also part of it.

Further, SEBI vide its circular no. SEBI/HO/CFD/CFD- SEC-2/P/CIR/2023/122 dated July 12, 2023, updated the format of BRSR to incorporate BRSR core, a subset of BRSR, indicating specific Key Performance Indicators (KPIs) under nine ESG attributes, which are subject to mandatory reasonable assurance by an independent assurance provider from the FY 2024-25. In accordance with this requirement, the Company is evaluating the assurance provider(s).

The Business Responsibility & Sustainability Committee overviews the BRSR and policies as may be required from time to time.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. Singhi & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company by the Members at the 17th AGM of the Company held on July 11, 2022 for a term of 5 (five) years commencing from 17th AGM till the conclusion of 22nd AGM of the Company.

The Auditors have confirmed that they are not disqualified to continue as Auditors and are eligible to hold office as Auditors of the Company.

The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process.

Mr. Amit Hundia, Partner, M/s. Singhi & Co., Chartered Accountants, Statutory Auditors of the Company, has signed the Audited Financial Statements of the Company.

Statutory Auditors' Report

The Statutory Auditors' Report issued by M/s. Singhi & Co., Chartered Accountants for the year under review does not contain any qualification, reservations, adverse remarks or disclaimer. The Notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Act. Further, pursuant to the provisions of Section 143(12) of the Act, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.

SECRETARIAL AUDITOR

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. U. Hegde & Associates, Company Secretaries, as Secretarial Auditor to undertake the Secretarial Audit of the Company for the FY 2023-24.

Secretarial Audit & Annual Secretarial Compliance Report

The Secretarial Audit Report issued by the Secretarial Auditor has been appended as "Annexure 3" to this Report.

Pursuant to the provisions of Regulation 24A of the Listing Regulations, Annual Secretarial Compliance Report for the financial year ended March 31, 2024 was obtained from M/s. U. Hegde & Associates, Practicing Company Secretaries.

There is no adverse remark, qualifications or reservation in the Secretarial Audit Report and Annual Secretarial Compliance Report.

Secretarial Audit of the Material Subsidiaries

In terms of Regulation 24A of the Listing Regulations, the Secretarial Audit Report of the Material Subsidiaries i.e. MOAMC, MOFL & MOHFL received from their respective Secretarial Auditors for the FY 2023-24 are available at website of the Company at www.motilaloswalgroup. com.

MAINTENANCE OF COST RECORDS & COST AUDIT

The Company is engaged in carrying Stock Broking & related activities and hence, provisions related to maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable.

INTERNAL AUDITORS

The Board at its Meeting held on April 27, 2023 had appointed M/s. BDO India LLP and M/s. MSKC & Associates, Chartered Accountants, as Internal Auditors of the Company for a term of 5 (five) years commencing from the FY 2023-24 to FY 2027-28.

Further, subsequent to the financial year ended March 31, 2024, the Board at its Meeting held on April 26, 2024 has appointed M/s. MSKA & Associates, Chartered Accountants, in place of M/s. MSKC & Associates as Internal Auditors of the Company for a period commencing from half year ended March 31, 2024 to the FY 2027-28.

The periodic reports of the said Internal Auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to the Financial Statements as designed and implemented by the Company are adequate. The Internal Financial Control procedure adopted by the Company are adequate for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. During the year under review, the Internal Financial Controls were operating effectively and no material or serious observation were received from the Auditors of the Company for inefficiency or inadequacy of such controls.

a) Conservation of energy:

Information on Conservation of energy as required under Section 134(3)(m) of the Act read with the Rules made thereunder is not applicable to the Company and hence, no annexure forms part of the Report.

b) Technology Absorption:

The management keeps itself abreast of the technological advancements in the industry and has adopted best in class technology across business, operations and functions.

The Company is accelerating the technology and digital transformation on continuous basis. It stays invested in creating a seamless digital and customer experience across digital touchpoints. Your Company's focused approach is to keep on enhancing its in-house tech capabilities.

For detailed information on initiatives taken by the Company for technology absorption, please refer Business Responsibility & Sustainability Report forming part of the Annual Report.

c) Foreign Exchange Earnings and Outgo:

Please refer Note No. 47 to the Standalone Financial Statements, forming part of the Annual Report.

DISCLOSURE OF DETAILS OF UNCLAIMED EQUITY SHARES IN THE SUSPENSE ACCOUNT:

Pursuant to the provisions of Regulation 34 and Schedule V of the Listing Regulations, the Company reports the following details in respect of unclaimed Equity Shares that are kept in Specific Demat Account(s) of Motilal Oswal Financial Services Limited:

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Shares in respect of which the dividend is unpaid/unclaimed for seven consecutive years are required to be transferred to the Investor Education and Protection Fund ("IEPF") after giving an opportunity to the Shareholders to claim the said unpaid/unclaimed dividend.

Accordingly, the Company issued the reminder letters to such Shareholders to claim the dividend and also published the notice to such effect in the leading newspaper in English and Regional Language having wide circulation and informed them that in the event of failure to claim said dividend, the unpaid/unclaimed dividend along with Shares pertaining to unpaid/ unclaimed dividend would be transferred to the IEPF.

Subsequently, the Company has transferred unpaid/ unclaimed dividend, amounting to RS1,96,100/- on May 04, 2023 and RS2,25,988/- on March 19, 2024, and 204 Equity Shares to the IEPF on April 20, 2023, followed by 395 Equity Shares on May 16, 2023 and 2,344 Equity Shares on March 22, 2024. The details of such Shares are available on the website of the Company at https://www.motilaloswalgroup.com/ Investor-Relations/Disclosures/IEPF. The concerned Shareholders are requested to claim the said Shares by directly approaching the IEPF Authority.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the Board, to the best of their knowledge, belief and ability and explanations obtained by them, confirm that:

1) in the preparation of the Annual Financial Statements for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2) 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 as at March 31, 2024 and of the profit of the Company for that period;

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

4) the Directors have prepared the annual accounts on a going concern basis;

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

6) 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.

CORPORATE SOCIAL RESPONSIBILITY

The Company recognizes the responsibilities towards society and strongly intends to contribute towards development of knowledge based economy.

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility ("CSR") Committee. The composition and terms of reference of the CSR Committee is provided in the Report on Corporate Governance forming part of the Annual Report.

The Company has also formulated a CSR Policy which is available on the website of the Company at https://www.motilaloswalgroup.com/Downloads/ IR/338981005CSR-Policy.pdf.

Further, the detailed CSR initiatives undertaken by the Company are available at https://www.motilaloswal. com/foundation/.

The Company's CSR activities are mainly focused on Education. The social contribution made by the Company is covered in ESG section forming part of the Annual Report. We assure you that your Company will continue to work towards its social commitment and contribute in nation building with the same zeal.

The Company has made contribution through Motilal Oswal Foundation, a not-for-profit charitable Company incorporated under Section 25 of the Companies Act, 1956 and to various other not-for-profit organisation(s).

An Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as "Annexure 4" to this Report. Further, the Annual Action Plan on CSR activities for the FY 2024-25 is also uploaded on the website of the Company at https://www.motilaloswalgroup.com/ Downloads/lR/1386989862MOFSL-CSR-Annual-Action- Plan-2024-25.pdf.

Social Impact Assessment

The Company has undertaken social impact study through independent social impact assessment agency for one of its CSR initiatives facilitated through Motilal Oswal Foundation to enhance educational opportunities and safety for girls in Western Rajasthan on pilot project basis.

The Report on Social Impact Assessment of Company's CSR Project including evaluation of the working of Company's CSR Policy is available on Company's website & can be accessed at https://www.motilaloswalgroup.com/Downloads/ IR/524742356Impact-Assessment-Report.pdf.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Particulars of loans given, investments made or guarantees or securities provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of loan or guarantee or security pursuant to Section 186 of the Act are given under Notes to Accounts annexed to the Standalone Financial Statements for the financial year ended March 31, 2024 and the same forms part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act, Listing Regulations and pursuant to the recommendation of the Audit Committee, the Company has formulated the Policy on Materiality and Dealing with Related Party Transactions ("RPT Policy") which is available on the Company's website and can be accessed at https://www.motilaloswalgroup.com/Downloads/ IR/235673531Policy-on-Materiality-and-Dealing-with- Related-Party-Transactions.pdf.

All related party transactions entered into during the FY 2023-24 were on an arm's length basis and in the ordinary course of business.

All related party transactions were placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of unforeseen or repetitive in nature. The details of all such related party transactions entered into pursuant to the omnibus approval of the Committee, were placed before the Audit Committee on a quarterly basis for its review.

Further, the Company has also obtained approval of the Members of the Company for entering into material related party transaction(s) with MOHFL.

Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no transactions to be reported under Section 188(1) of the Act. Accordingly, the disclosure of related party transactions, as required in Form AOC-2 is not applicable to the Company.

Details of transactions, contracts and arrangements entered into with related parties by the Company during the FY 2023-24 are given under Note no. 51 to the Standalone Financial Statements, which forms part of the Annual Report.

The particulars of loans/advances, etc., required to be disclosed in the Annual Accounts of the Company pursuant to Para A of Schedule V of the Listing Regulations are furnished in the Notes to Accounts annexed to the Standalone Financial Statements, which forms part of the Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARD

The Company has followed the applicable Secretarial Standards, ("SS") i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals that would impact the going concern status of the Company and its future operations.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

- Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

- There has been no change in the nature of business of the Company.

- Mr. Motilal Oswal, Managing Director & Chief Executive Officer of the Company had drawn remuneration from MOHFL, Material Subsidiary of the Company, in capacity of Interim Managing Director till July 31, 2023. Further, Whole-time Directors of the Company do not receive any remuneration or commission from any of the Subsidiaries.

- There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the FY 2023-24.

- There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

The Directors express their sincere gratitude to the Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited, Ministry of Finance, Ministry of Corporate Affairs, Regional Directors, Registrar of Companies, other government and regulatory authorities, lenders, financial institutions and the Company's Bankers for the ongoing support extended by them. The Directors also place on record their sincere appreciation for the continued support extended by the Company's stakeholders and trust reposed by them in your Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company and its Subsidiaries across all levels, resulting in successful performance during the year under review.