Motilal Oswal Financial Services Ltd

Dear Members,

The Directors of your Company have pleasure in presenting the Twentieth Board's Report together with the Audited Financial Statements for the Financial Year ("FY") ended March 31, 2025.

The summary of the Company's financial performance, both on a consolidated and standalone basis, for the

FY 2024-25 and FY 2023-24 is given below:

(R in Lakhs)

The standalone revenue in the FY 2024-25 stood at R5,47,833 Lakhs vs R4,64,380 Lakhs in the FY 2023-24. Total expenses (before interest and depreciation) for the year came in at R2,85,085 Lakhs which increased by 23% YoY in FY2025. People cost increased by 33% YoY to R1,08,644 Lakhs. Operating expenses increased by 12% YoY to R1,21,468 Lakhs. The profit before depreciation, interest and taxation (EBITDA) stood at R2,62,748 Lakhs. Reported net profit for the year came in at R1,39,133 Lakhs.

The consolidated revenues for the year were R8,41,722 Lakhs for the year under review, an increase of 17% as compared to the previous year.

Our Average Daily Turnover ("ADTO") for retail equity markets during the FY 2024-25 stood at R17,717 Crore.

The retail cash market ADTO for our Company increased by 36% YoY at R3,599 Crore in the FY 2024-25.

Within derivatives, futures ADTO stood at R5,096 Crore, while Options Premium ADTO stood at R826 Crore. New demat accounts added stood at 6.8 Lakhs in the FY 2024-25. The number of demat accounts stood at 49 Lakhs in the FY 2024-25, a growth of 16% YoY. Total expenses (before interest, depreciation and taxation) for the year at R3,79,374 Lakhs registered an increase of 25% over previous year. Profit before depreciation, interest and taxation (EBITDA) stood at R4,62,348 Lakhs, an increase by 11% from the previous year. Profit for the year increased by 3% to R2,50,818 Lakhs.

a Wealth Management net revenue for the FY 2024-25 stood at R2,339 Crore, up 31% while

Q4FY25 revenue was R599 Crore, up 7% YoY. Under this, net distribution revenue increased by 112% YoY in the FY 2024-25 to R435 Crore.

a The Company had 49 Lakhs retail broking and distribution clients growing at a CAGR of 28% from the FY 2019-20 to the FY 2024-25. Client acquisition stood at 6.8 Lakhs during the year.

a Our net revenue from Asset Management and

PE/RE business for the FY 2024-25 increased 34% YoY to R992 Crore and PAT increased by 41% YoY to R 503 Crore. Total assets under management for AMC business increased by 72% YoY in the FY 2024-25 to R1,23,397 Crore. Under this, MF AUM almost doubled to R95,111 Crore in the FY 2024-25.

a Our Alternate AUM increased by 23% YoY in the FY 2024-25 to R28,285 Crore. Private Equity business fee-earning AUM of R9,890 Crore and total earning AUM is R14,033 Crore across growth capital funds and real estate funds.

a Our Private Wealth Management net revenue increased by 30% YoY to R920 Crore and PAT increased by 30% YoY to R321 Crore in the FY 2024-25. Total assets under management for private wealth business increased by 16% YoY in the FY 2024-25 to R1,44,325 Crore.

a Our Capital Market business net revenue grew by 37% YoY to R598 Crore in the FY 2024-25.

Investment banking business successfully completed 39 deals (including blocks) in the FY 2024-25 worth R51,000 Crore. We were Ranked 1 in the FY25 QIP League Table. The team has a rich pipeline and continues to engage on a wide cross-section of mandated transactions across capital markets and advisory.

a Net Interest Income for our Housing Finance business increased by 10% YoY at R343 Crore. Loan book increased by 20% YoY to R4,857 Crore in the

FY 2024-25. Disbursements increased by 78% YoY in the FY 2024-25 at R1,794 Crore.

a Total equity investments (including alternate funds) increased by 26% YoY to R7,730 Crore in the FY 2024-25. Our treasury book has delivered a healthy XIRR of 17.9% since inception and with reinvestments of residual operating profits, the treasury investments book grew at 42% CAGR. The detailed results of operations of the Company are given in the Management Discussion and Analysis forming part of the Annual Report.

Motilal Oswal Group is very well placed to benefit from financialization theme, which is a long-term mega trend. This trend is expected to play out over several decades, especially in India and given the low penetration of investment products and services, we believe that we are well poised. These structural drivers position us to benefit from a projected 10x increase in cumulative household savings from USD 14 trillion over the last 25 years to over USD 125 trillion in the next 25 years, coupled with higher share of financial savings, rising allocation to equities and alternatives, and increased concentration of wealth.

We have achieved robust performance across various segments:

Our Wealth Management business continued to grow strong, achieving all-time high yearly profit and solidifying our position in the Cash and F&O Premium segments with market shares of 7.6% and 8.5%, respectively. Our focus remains on diversifying our business to liner sources of earnings.

Our Capital Market Business continues to grow strongly catering to 880+ clients, with the research team covering ~300 companies, spread across 25 sectors.

Our Asset and Private Wealth Management business reached a milestone with AUM reaching

2.68 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 Private Wealth Management division is making strides in scalability, supported by a strengthened leadership team and ongoing investments in Relationship Managers.

• 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.

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 2024-25 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.

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 2024-25. The separate disclosure on ESG initiatives is forming part of the Annual Report

The information on the affairs of the Company has been given in Management Discussion and Analysis forming part of the Annual Report.

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 Board's Report.

During the year under review, the Board in its Meeting held on January 28, 2025 has approved withdrawal of the Scheme of Arrangement between Motilal Oswal Financial Services Limited ("the Transferor Company" or "the Resulting Company" or "MOFSL") and Glide Tech Investment Advisory Private Limited ("the Transferee Company" or "Glide") (currently known as ‘Motilal Oswal Broking and Distribution Limited') and Motilal Oswal Wealth Limited ("the Demerged Company" or "MOWL") and their respective Shareholders ("the Scheme") under Section 230 to 232 and other applicable provisions of the Act, which was earlier approved by the Board at its Meeting held on July 27, 2023.

It is pertinent to mention here that the object of this Scheme was to align the Company's holding and business structure in terms of requirement of Rule 8(1)(f) & 8(3)(f) of the Securities Contracts (Regulation) Rules, 1957 ("SCRR") (as amended from time to time). However, after submission of the said Scheme under Regulation 37 of the Listing Regulations with the Stock Exchanges, the Department of Economic Affairs ("DEA"), Government of India has issued a Consultation Paper in the month of September'2024 with respect to proposed amendment under Rule 8 of the SCRR allowing the investments made by a broker in any Group Company out of retained earnings. Further, the said Consultation Paper inter-alia states that ‘Prohibiting the making of any investments by a broker, including in Group Companies, may place unreasonable fetters on its ability to use its retained earnings as per its commercial prudence'. The DEA may notify the said proposed amendment under Rule 8 of the SCRR.

Further, "Appointed Date" for the Scheme was April 01, 2023 and approval of the said Scheme now would result in undue hardship in complying with retrospective adjustments in the respective restructured entities under the Income Tax Act and other applicable laws.

In view of the above, the Board has approved the withdrawal of the existing Scheme and will review & reconsider to filerevised Scheme (including updated Financials), if required, basis publication of final amendments by the DEA, in this regard.

In terms of the provision 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 www.motilaloswalgroup.com/Downirvirdir/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 28, 2025 has declared and paid an Interim Dividend of R5/- per Equity Share for the FY 2024-25 out of the profits of the Company for the third quarter and nine months ended December 31, 2024, on 59,92,78,608 Equity Shares having face value of R1/- each, aggregating to R2,99,63,93,040/-.

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.

During the year under review, the Credit Rating Outlook of the Company has been upgraded from "AA/Stable" to "AA/Positive" by Credit Rating Agencies and they have Affirmed/Reaffirmed/Assignedthe below Credit Ratings:

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

During the year under review, the Board at its Meeting held on April 26, 2024, recommended issuance of Bonus Shares in the ratio of 3:1 i.e. 3 Equity Shares of face value of R1/- each for every 1 existing Equity Share of face value of R1/- each fully paid-up, to the Equity Shareholders of the Company. Further, the said Bonus Issue was approved by the Members of the Company on May 30, 2024 through Postal Ballot, subsequent to which 44,77,82,709 Equity Shares of face value R1/- each were allotted on June 11, 2024 to the eligible Equity Shareholders of the Company whose names appeared in the Register of Members of the Company/

List of Beneficial Owners as received from National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL" collectively with NSDL referred as "Depositories") on the Record Date i.e. June 10, 2024.

The said Bonus Equity Shares were issued by capitalizing a part of the amount standing to the credit of Securities Premium Account of the Company.

The Authorised Share Capital of the Company as on March 31, 2025 is R1,74,00,00,000/- divided into 1,12,00,00,000 Equity Shares of R1/- each aggregating to R1,12,00,00,000/- and 62,00,000 Preference Shares of R100/- each aggregating to R62,00,00,000/-.During the year under review, in addition to issuing

Bonus Equity Shares, the Company has allotted 25,23,828 Equity Shares having face value of R1/- each to eligible Employees upon exercise of the vested

Options granted to the said Employees under various Employee Stock Option Schemes of the Company.

Consequent to the Bonus Issue and ESOP allotment, the paid-up Share Capital of the Company as at March 31, 2025 stood at R59,93,13,828/- Equity Shares having face value of R1/- each.

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 ("ESOP 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 Holding/

Subsidiary/Associate Company(ies) are entitled to participate in the said ESOP Schemes of the Company. Further, the Company confirms that during the year under review, the Company has not granted Employee

Stock Options equal to or exceeding 1% (One Percent) of the issued Share Capital of the Company at the time of grant of Stock Options to any Employees of the Company and its Holding / Subsidiary / Associate Company(ies).

During the year under review, pursuant to the recommendation of the Board, the Members of the

Company have approved the ‘Motilal Oswal Financial Services Limited Employee Stock Option Scheme X' ("ESOP Scheme X") for issuance of Stock Options to the Employees of the Company and its present/future Holding/Subsidiary/Associate Company(ies) in terms of the ESOP Regulations on May 30, 2024 through Postal

Ballot.

Further, in view of the issuance of Bonus Shares in the ratio of 3:1 i.e. 3 Equity Shares of face value of R1/- each for every 1 existing Equity Share of face value of R1/- each fully paid-up during the FY 2024-25, appropriate adjustments have been made to the

Stock Options which were granted to the eligible Employees i.e. number of Stock Options which are available for granting and those already granted but not exercised as on Record Date i.e. June 10, 2024 including rounding-off grant/exercise price up to two decimals.

M/s. U. Hegde & Associates, Secretarial Auditor of the Company, has certified that the Company's above-mentioned ESOP Schemes have been implemented in accordance with the ESOP Regulations and the Resolutions passed by the Members of the Company for the respective ESOP Schemes. The Certificate from the Secretarial Auditor, confirming compliance with the aforesaid provisions will be available for inspection in electronic mode. The ESOP Schemes are administered by the Nomination and Remuneration Committee ("NRC") of the Board, in accordance with the applicable provisions of the ESOP Regulations.

During the year under review, the Company has allotted 1,00,00,000 Secured, Rated, Listed, Redeemable, Non-Convertible Debentures ("NCDs") of face value of R1,000/- each for an amount of R500 Crore with an over subscription of R500 Crore aggregating to R1,000 Crore, by way of Public Issue, to the successful applicants as per the basis of allotment of NCDs, which are listed on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE").

Further, the Company has also allotted 17,000 Fully paid, Secured, Rated, Redeemable, Listed, Senior Bonds in the nature of NCDs of face value of R1,00,000/- each for an amount of R170 Crore including an over subscription of R70 Crore, on private placement basis.

Further, during the year under review, 284 Secured Redeemable, Rated, Listed Market Linked NCDs of face value of R10,00,000/- each for an amount of R28.40 Crore were redeemed and paid-off. Accordingly, the aggregate outstanding long-term debt securities i.e. NCDs as on March 31, 2025 was R1,170 Crore.

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:

5W, 5th Floor, The Metropolitan, Bandra Kurla Complex, Bandra (East), Mumbai, Maharashtra – 400 051 Tel: +91 22 - 46060278 Website: http://beacontrustee.co.in/

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

As on March 31, 2025, the outstanding amount of listed CPs is R6,070 Crore. Further, the Company has made timely re-payment of its CPs matured during the year.

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

Pursuant to the provisions of Section 92(3) & 134(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended from time to time), the Annual Return of the Company in prescribed e-Form MGT-7 for the FY 2024-25 is uploaded on the website of the Company at www.motilaloswalgroup.com.

Management Discussion and Analysis 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.

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 and investment activities.

During the year under review, the Company has acquired 5,00,000 Equity Shares having face value of

R10/- each of Gleiten Tech Private Limited (currently known as ‘Motilal Oswal Custodial Services Private Limited') ("MOCSPL") for a consideration of R50,00,000/- representing to 100% of the issued and paid-up capital of MOCSPL. Accordingly, MOCSPL has become Wholly-Owned Subsidiary of the Company. Further, subsequent to the Financial Year ended

March 31, 2025, the Company has incorporated a

Step-down Wholly-Owned Subsidiary Company in the name & style as ‘Motilal Oswal International Wealth

Management Limited' in Dubai International Financial

Centre, Wholly-Owned Subsidiary of MO Alternate

Investment Advisors Private Limited.

Accordingly, the Company has 20 Subsidiaries (including Step-down Subsidiaries) as on date of issuing of this Board's Report. There are no Associate

Companies or Joint Venture within the meaning of

Section 2(6) of the Act as on March 31, 2025.

Further, pursuant to the provisions of Section 136(1) of the Act, the Financial Statements for the period ended March 31, 2025 of each Subsidiary of the Company is available on the website of the Company at www.motilaloswalgroup.com/Investor-Relations/ Financial-Report/Financial-Statement-of-Subsidiaries.

As required under Regulation 16(1)(c) & 46 of the

Listing Regulations, the Board has approved the Policy on Determination of Material Subsidiaries. The said Policy is available on the website of the Company and can be accessed at www.motilaloswalgroup.com/ Downirvirdir/1635308435Policy-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 Material Subsidiaries of the Company during the FY 2024-25.

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

a 60,00,000 Equity Shares of face value of R10/- each at the rate of R12.85/- each aggregating to

R7.71 Crore of Motilal Oswal Broking and Distribution

Limited (Formerly Glide Tech Investment Advisory

Private Limited), Wholly-Owned Subsidiary of the

Company.

a 5,97,01,480 Equity Shares of face value of R10/- each at the rate of R10.05/- each aggregating to ~R60 Crore of MOCSPL.

As required under Rule 5 & 8(1) of the Companies

(Accounts) Rules, 2014 (as amended from time to time), 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 Board's 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.

In accordance with the provisions of Section 136 of the Act, the separate Audited Financial Statements of each Subsidiary Company are also accessible on the website of your Company at 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 will provide a copy of the Audited Financial Statements of each Subsidiary Company to any Member upon request.

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

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

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

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

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

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, 1 (One) Managing Director, 2 (Two) Whole-time Directors and 5 (Five) Independent Directors as on March 31, 2025. 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, Mr. Navin Agarwal (DIN: 00024561) was re-designated from Non-Executive Director to Managing Director, for a term of 5 (Five) years w.e.f. April 26, 2024 to April 25, 2029, by the Members of the Company.

Following the Financial Year ended March 31, 2025, the Board at its Meeting held on April 25, 2025, based on the recommendation of the NRC, re-appointed

Mr. Motilal Oswal (DIN: 00024503) as the Managing Director & Chief Executive Officer of the Company for a term of 5 (Five) years from January 18, 2026 to January 17, 2031, and Mr. Rajat Rajgarhia (DIN: 07682114) as Whole-time Director for a term of 5 (Five) years from

July 31, 2025 to July 30, 2030; both re-appointments are subject to the approval of the Members of the Company and are liable to retire by rotation.

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

In accordance with Section 152 of the Act and Articles of Association of the Company, Mr. Navin Agarwal (DIN: 00024561) and Mr. Ajay Menon (DIN: 00024589) 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. Navin Agarwal and Mr. Ajay Menon are included in the Notice of the AGM of the Company.

During the year under review, the Board met 4 (Four) times to discuss and approve various matters including Financials Statements, issuance of Bonus Shares, change in Designation of Mr. Navin Agarwal,

Alteration in Articles of Association, ESOP Scheme X,

Change in Senior Management Personnel, Declaration of Interim Dividend, Withdrawal of the Scheme of Arrangement and other various 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.

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.

As stipulated in the Code of Conduct for Independent Directors under the Act and Listing Regulations, 2 (Two) separate Meeting of Independent Directors of the

Company were held on April 26, 2024 & January 28, 2025 to review the Internal Audit Mechanism; and to review the performance of Non-Independent Directors (including the Chairman) and Board as a whole.

Independent Directors also assessed the quality, quantity and timeliness of flowof information between the Company Management and Board, which is necessary to effectively and reasonably perform and discharge their duties.

All Independent Directors of your Company have submitted their declaration of independence as required under provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations. These declarations affirm 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 the provisions of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended from time to time), 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.

As at March 31, 2025, the Company has the following Key Managerial Personnel:

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

2) Mr. Navin Agarwal – Managing Director (appointed w.e.f. April 26, 2024)

3) Mr. Ajay Menon – Whole-time Director

4) Mr. Rajat Rajgarhia - Whole-time Director

5) Mr. Shalibhadra Shah - Chief Financial Officer

6) Mr. Kailash Purohit – Company Secretary &

Compliance Officer

During the period under review, apart from the aforesaid, there were no changes in the Key Managerial Personnel of the Company.

In terms of the provisions of Regulation 25 of the Listing Regulations, the Company has framed a policy on ‘Familiarization Programmes 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 familiarized 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 specific details of trainings are covered in the Business Responsibility & Sustainability Report ("BRSR") forming part of the Annual Report.

The Policy on Familiarization Programmes for Independent Directors along with the details of the Familiarization Programmes are available on the website of the Company and can be accessed at www.motilaloswalgroup.com/Downirvirdir/1005287 915Familiarization-Programmes-for-Independent-Director.pdf.

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, Key Managerial Personnel ("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 www.motilaloswalgroup.com/

Downirvirdir/785307607MOFSL_Vigil-MechanismWhistle-

Blower-Policy.pdf.

The salient features of the Nomination and Remuneration Policy are given below:

1. The NRC 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 NRC 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- (a) is below the age of twenty-one years or 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 the 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.

Provided further that where no such special resolution is passed but votes cast in favour of the motion exceed the votes, if any, cast against the motion and the Central

Government is satisfied, on an application made by the Board, that such appointment is most beneficial to the Company, the appointment of the person who has attained the age of seventy years may be made.

(b) is an undischarged insolvent or has at any time been adjudged as an insolvent;

(c) has at any time suspended payment to his creditors or makes, or has at any time made, a composition with them; or

(d) has at any time been convicted by a court of an offence and sentenced for a period of more than six months.

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.

Provided that the Company shall ensure compliance with this clause at the time of appointment or re-appointment or any time prior to the non-executive director attaining the age of seventy-five years.

1. Managing Director/Whole-time Director/ Manager ("Managerial Person"):

• The Company shall appoint or re-appoint any person as its Managerial Person for a term not exceeding five years at a time.

No re-appointment shall be made earlier than one year before the expiry of term.

2. Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a Special Resolution by the Company and disclosure of such re-appointment shall be made in the Board's Report of the Company.

No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for re-appointment after expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

The performance evaluation shall be carried out as given below:

The NRC may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management subject to the provisions of the Act and Listing Regulations.

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.

1. The remuneration / compensation / commission etc. to Managerial Person, KMP and Senior Management will be determined by the NRC 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 NRC 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.

Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

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 NRC 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 NRC 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.

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/Independent 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 NRC 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. During the year under review, the Policy was amended/ updated to carry out changes required to be incorporated in accordance with the regulatory changes.

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 Individual Directors. The performance evaluation of 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 Chairman of the Company was evaluated, taking into account the views of 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.

To support the long-term sustainability and ongoing success of the Company, the Board has satisfied that the Company has an effective mechanism in place for ensuring orderly succession for appointments to the Board and Senior Management by identification of talent and further development process, to build a pipeline of talent to meet future leadership needs.

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 the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), has been appended as Annexure 2 to this Board's 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) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time). The said information pertaining to the names and other particulars of employees will be available for inspection by the Members in electronic mode. The Members can inspect the same up to the date of the AGM, by sending an e-mail to the Company at shareholders@motilaloswal.com or upon a request in physical form. Any Member interested in obtaining a copy of the said Annexure may write to 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.

A detailed Report on Corporate Governance in terms of the provisions of Schedule V of the Listing Regulations for the FY 2024-25, 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.

Pursuant to the provisions of 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.

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 (as amended from time to time) and Regulation 22 of the Listing Regulations, the

Company has framed Vigil Mechanism/Whistle Blower

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 Whistle Blower Policy framed by the Company is in compliance with the requirements o f t he Act and Listing Regulations, and is available on the website of the Company and can be accessed at www.motilaloswalgroup. com/Downirvirdir/785307607MOFSL_Vigil-MechanismWhistle-Blower-Policy.pdf.

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 ("ICC") as stipulated by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder (as amended from time to time). 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 6 (Six) Complaints relating to sexual harassment, which have been investigated and closed.

Further, during the FY 2023-24, the Company had received 4 (Four) Complaints, out of which

1 (One) Complaint was re-opened during the FY 2024-25 and after necessary enquiries, was appropriately handled by the Internal Complaints Committee of the Company and stands closed as on date.

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, the Company, being a Qualified Stock Broker("QSB") in terms of the SEBI Circular bearing reference no. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/24 dated

February 06, 2023 read with the Exchanges Circulars issued in this regard (as amended from time to time), has also 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 the 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.

In terms of the provisions 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, the SEBI vide its Circular bearing reference no. SEBI/HO/CFD/CFDSEC-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 9 (Nine) ESG attributes, which are subject to mandatory reasonable assurance by an Independent Assurance/Assessment Provider from the FY 2024-25.

In view of the aforesaid, the Company has appointed Moore Singhi Advisors LLP as the Assurance/Assessment Provider and provide their report on BRSR Core of the Company for the FY 2024-25.

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

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time), 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 17^th AGM till the conclusion of 22^nd 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 independence and objectivity of the Auditors and effectiveness of the audit process.

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

The Statutory Auditors ' Report issued by M/s. Singhi & Co. for the year under review does not contain any qualification, reservations, adverse remarks or disclaimer. The Notes to Accounts referred to in the Auditors' Report are self-explanatory, therefore, do not call for any further clarifications under Section 134(3)(f) of the Act.

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), 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 2024-25.

Further, pursuant to the provisions of Regulation 24A of the Listing Regulations and in accordance with Section 204 of the Act, basis recommendation of the Board, the Company is required to appoint Secretarial Auditor, with the approval of the Members at its AGM. In light of the aforesaid, the Board of the Company has recommended the appointment of M/s. Makarand M. Joshi & Co., Company Secretaries

(Firm Registration Number P2009MH007000) as the Secretarial Auditor of the Company for a period of 5 (five) consecutive financial years i.e. from FY2025-26 up to FY2029-30, subject to approval of the Members at the ensuing AGM of the Company, to undertake Secretarial Audit as required under the Act and Listing

Regulations and issue the necessary Secretarial Audit Report for the aforesaid period.

Further, the Secretarial Auditor has confirmed that they have subjected themselves to Peer Review process by the Institute of Company Secretaries of India ("ICSI") and hold valid certificate issued by the Peer Review Board of ICSI.

The Secretarial Audit Report of the Company issued by the Secretarial Auditor has been appended as Annexure 3 to this Board's Report.

Pursuant to the provisions of Regulation 24A of the Listing Regulations, Annual Secretarial Compliance Report for the Financial Year ended March 31, 2025 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 of the Company.

In terms of the provisions 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 2024-25 are available at website of the Company at www.motilaloswalgroup.com.

During the year under review, a fraud incident was identified following a customer complaint, and an internal investigation confirmed that the fraud was committed by an employee in relation to a customer.

A police complaint was filed against the concerned employee, and the matter was subsequently brought to the notice of the Statutory Auditors and Secretarial Auditor during their audit. In compliance with Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time), the Statutory Auditors reported the incident to the Audit Committee within 2 (Two) days of becoming aware of it.

The Company's Management further carried out a detailed investigation, including system log reviews, and confirmed that the employee had not engaged in similar misconduct with other customers. A broader verification across teams also revealed no other such instances. The incident has no impact on the Company's compliance with applicable laws and regulations.

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.

The Board at its Meeting held on April 27, 2023 had appointed M/s. BDO India LLP and M/s. M S K C &

Associates as Internal Auditors of the Company for a term of 5 (Five) years commencing from the FY 2023-24 to the FY 2027-28.

Further, during the year under review, the Board at its Meeting held on April 26, 2024 has appointed M/s. M S K A & Associates, Chartered Accountants, in place of M/s. M S K C & Associates as Internal Auditors of the Company for the remaining period from the half-year ended March 31, 2024, up to the FY 2027–28, in light of an Exchange clarification regarding the eligibility criteria linked to the empanelment of Internal Auditors with the Exchanges.

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.

The Company has established and maintained adequate Internal Financial Controls ("IFCs") commensurate with the size and nature of its operations. These controls are designed to provide reasonable assurance regarding the reliability of financial reporting, safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records, and the timely preparation of financial statements in accordance with applicable accounting standards.

During the year under review, the IFCs were found to be operating effectively. The Statutory Auditors have not reported any material weakness or significant deficiencyin the design or operation of such controls.

The details of conservation of energy, technology absorption and foreign exchange earnings and outgo of the Company are as follows: 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 Board's 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. 48 to the Standalone Financial Statements, forming part of the Annual Report.

Pursuant to the provisions of Regulation 34 read with Schedule V of the Listing Regulations, the Company reports the following details in respect of unclaimed Equity Shares that are kept in Specific Suspense Demat Accounts of the Company:

We hereby confirm that the voting rights of the aforesaid Shares shall remain frozen till the rightful owner of these Shares will claim these Shares.

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time), the Shares in respect of which the dividend is unpaid/unclaimed for 7 (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 of Final Dividend for the FY 2016-17 amounting to R2,45,901/- on September 09, 2024 and of Interim Dividend for the FY 2017-18 amounting to R4,14,796/- on March 04, 2025.

Further, 158 & 124 Equity Shares were also transferred to the IEPF on September 30, 2024 & March 18, 2025, respectively, of those Shareholders who has not claimed any dividend during the consecutive 7 years.

Further, pursuant to the Bonus Issue, 58,083 Equity Shares corresponding to the Equity Shares already transferred and held in the name of the IEPF were also transferred to the IEPF in accordance with the provisions of Section 124 of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time. The details of such Shares are available on the website of the Company at www.motilaloswalgroup.com/ Investor-Relations/Disclosures/IEPF. The concerned

Shareholders are requested to claim the said Shares by directly approaching to the IEPF Authority.

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, 2025, 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, 2025 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; and

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.

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 (as amended from time to time), 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 www. motilaloswalgroup.com/Downirvirdir/1872881385CSR-Policy.pdf. During the year under review, there has been no change in the said Policy.

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

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. The Company's CSR initiatives are broadly aligned with the Sustainable Development Goals ("SDGs"), which indicate a holistic approach towards social responsibility. 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 contributed towards its CSR initiatives both directly and through Motilal Oswal

Foundation, a not-for-profit charitable Company incorporated under Section 25 of the Companies

Act, 1956 as well as through various other not-for-profit organisations.

An Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended from time to time) has been appended as Annexure 4 to this Board's Report. Further, the Annual Action Plan on CSR activities for the FY 2025-26 is also uploaded on the website of the Company at www.motilaloswalgroup.com/

Downirvirdir/1745344494MOFSL--Composition-of-Board-and-Committees.pdf.

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security provided is proposed to be utilised by the recipient of loan or guarantee or security in terms of the provisions of Section 186 of the Act and are disclosed under Notes to Accounts annexed to the Standalone Financial Statements for the Financial Year ended March 31, 2025 and the same forms part of the Annual Report.

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 www.motilaloswalgroup.com/ Downirvirdir/238540696Policy-on-Materiality-and-Dealing-with-Related-Party-Transactions.pdf.

All related party transactions entered into during the FY 2024-25 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 Audit 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 the provisions of Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 (as amended from time to time), 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 2024-25 are given under Note no. 52 to the Standalone Financial Statements, which forms part of the Annual Report.

The particulars of loans/advances/investments required to be disclosed in the Annual Accounts of the Company pursuant to the provisions of 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.

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.

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.

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

a issue of Equity Shares with differential rights as to dividend, voting, or otherwise; a change in the nature of business of the Company;

a receipt of remuneration or commission by the Managing Director or Whole-time Directors from any of the Company's Subsidiaries;

a any proceedings under the Insolvency and Bankruptcy Code, 2016, pending before the National Company Law Tribunal or any other Court by or against the Company;

a any instance of one-time settlement with a Bank or Financial Institution;

a any scheme involving provision of money for the purchase of the Company's own Shares by employees or by trustees for the benefit of employees; and a issue of Shares (including Sweat Equity Shares) to employees of the Company, except for the grant of options under the Employee Stock Options Schemes referred to in this Board's Report.

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.

(1) Mr. Raamdeo Agarawal is paid the fixed remuneration of R12 Lakhs p.a. in the form of Commission. (2) The Designation of Mr. Navin Agarwal has been changed from Non-Executive Director to Executive

(ii) The percentage increase in the median remuneration of Employees in the FY: 18%

(iii) Permanent Employees on the rolls of Company as on March 31, 2025: 9,281 Permanent Employees (iv) Average percentile increase already made in the salaries of Employees other than the Managerial Personnel in the last FY and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

We affirm that the remuneration is as per the Nomination and Remuneration Policy of the Company.

• Remuneration includes variable remuneration payable for the FY 2024-25 as approved by the Nomination and Remuneration Committee of the Company.

• Increase in remuneration is after taking into consideration performance of an individual and the Company.

[Pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by

Motilal Oswal Financial Services Limited ("MOFSL" or "the Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Based on such verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the Financial Year ended March 31, 2025 has complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the Financial Year ended March 31, 2025 according to the provisions of: (i) The Companies Act, 2013 ("the Act") and the Rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956

("SCRA") and the Rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations &

Bye-laws framed thereunder;

(iv) The Foreign Exchange Management Act, 1999 and the Rules & Regulations made thereunder (to the extent of Foreign Direct Investment, Overseas

Direct Investment and External Commercial

Borrowings);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ("SEBI Act"): (a) The Securities and Exchange Board of

India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015;

(c) The Securities and Exchange Board of India

(Issue of Capital and Disclosure Requirements) Regulations, 2018;

(d) The Securities and Exchange Board of India

(Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible

Securities) Regulations, 2021;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the

Companies Act and dealing with client;

(g) The Securities and Exchange Board of India

(Delisting of Equity Shares) Regulations, 2009 (not applicable during the audit period);

(h) The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018

(not applicable during the audit period); and

(i) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018. (vi) I have relied on the representation made by the Company & its officers and compliance mechanism prevailing in the Company, Internal Audit Report and on examination of documents on test check basis for compliance of the following specific applicable laws:

1) Bye-laws, Rules, Regulations, Guidelines, Circulars & Notifications issued by the SEBI, Stock Exchanges & Depositories and applicable to the Company being registered Depository Participant & Stock Broker.

I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by the Institute of Company Secretaries of India.

(ii) The Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements)

Regulations, 2015 and amendments made thereunder ("Listing Regulations") and Listing Agreements entered into with BSE Limited & National Stock Exchange of India Limited.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

• The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. Further, the change in the composition of the Board of Directors that took place during the period under review was in accordance with provisions of the Act and Rules made thereunder.

Adequate notice is given to all Directors to schedule the Board Meetings, Agenda and detailed Notes on Agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the Agenda items before the Meeting and for meaningful participation at the Meeting.

• Majority decision is carried through while the dissenting Members' views, if any, are captured and recorded as part of the Minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable Bye-laws, Rules, Regulations and Guidelines.

I further report that during the audit period, there were following specific events/action reported having major bearing on the Company's operations:

1) The Company has allotted 25,23,828 Equity Shares of R1/- each under various ESOP Schemes implemented by the Company.

2) Change in designation of Mr. Navin Agarwal (DIN: 00024561) from Non-Executive Director to Managing Director of the Company.

3) Enhancement in the existing borrowing limit under Section 180 (1) (c) of the Act.

4) Enhancement in the existing limit for Creation of Charges on the Assets of the Company under Section 180 (1) (a) of the Act to secure the borrowings.

5) Enhancement of the existing limit under Section 186 of the Act to give any loan to any person or other body corporate; to give any guarantee or provide security in connection with a loan to any other body corporate or person; and to acquire by way of subscription, purchase or otherwise, the securities of any other body corporate.

6) Alteration of the Articles of Association of the Company with respect to amend the clauses of Common Seal.

7) Approval of the "Motilal Oswal Financial Services Limited Employee Stock Option Scheme X" for Issuance of Stock Options to the Employees of the

Company.

8) Approval for extension of benefits of the "Motilal Oswal Financial Services Limited

Employee Stock Option Scheme X" and issuance of Stock Options to the Employees of present/future Holding/Subsidiary/Associate Company(ies) of the Company.

9) Issuance and allotment of 1,00,00,000 Secured, Rated, Listed, Redeemable, Non-Convertible Debentures of face value of R1,000/- each ("NCDs") for an amount of R500 Crore with an over subscription of R500 Crore aggregating to R1,000 Crore by way of public issue.

10) Approval and allotment of 44,77,82,709 Equity Shares of face value R1/- by way of Bonus Issue in the ratio of 3:1 i.e. 3 Equity Shares of face value of R1/- each for every 1 existing Equity Share of face value of R1/- each fully paid-up to the Equity Shareholders of the Company.

11) Issuance and allotment of 17,000 Fully-paid, Secured, Rated, Redeemable, Listed, Senior Bonds in the nature of, Non-Convertible Debentures of face value of R1,00,000/- each ("NCDs") for an amount of R100 Crore with an oversubscription of R70 Crore aggregating to R170 Crore by way of Private Placement.

12) Declaration of the Interim Dividend of R5/- per Equity Share for the Financial Year 2024-25.

13) Withdrawal of the Scheme of Arrangement between Motilal Oswal Financial Services Limited ("the Transferor Company" or "the Resulting Company" or "MOFSL") and Glide Tech Investment

Advisory Private Limited ("the Transferee Company" or "Glide") (currently known as ‘Motilal Oswal Broking and Distribution Limited') and Motilal Oswal Wealth Limited ("the Demerged Company" or "MOWL") and their respective Shareholders("the Scheme").

14) Acquisition of 5,00,000 Equity Shares of face value of R10/- each of Gleiten Tech Private Limited

("Gleiten Tech" or "Target Company") (currently known as ‘Motilal Oswal Custodial Services Private Limited') for a consideration of R50,00,000/- representing to 100% of the issued and paid-up share capital of the Target Company.

15) Incorporation of Step-down Wholly-Owned Subsidiary Company in the name & style as ‘Motilal Oswal International Wealth Management Limited' in Dubai International Financial Centre w.e.f. April 04, 2025.

1. Brief outline on CSR Policy of the Company:

The Company's vision is to provide opportunities to children and their families to move from poverty and dependence to self-reliance.

Motilal Oswal Financial Services Limited believes in "Knowledge First" and the Company believes that education can bring prosperity and equality in the society.

In line with our motto of "Knowledge First", the Company believes in enhancing the human intangible asset and thus the Company strives to contribute largely to the education & learning front. Recognizing the responsibilities towards society, we intend to carry out initiatives for supporting education.

The Company resolves to contribute towards development of knowledge based economy by discharging Corporate Social Responsibilities that would positively impact on Customers, Employees, Shareholders, Communities and other Stakeholders in various aspects of its operations.

The Company would carry out its responsibilities of CSR for the year with a collective goal on key focus areas enumerated in the CSR Policy of the Company. The CSR Policy has been formulated in accordance with the provisions of Section 135 of the Companies Act, 2013.

2. Composition of the CSR Committee:

3. Provide the web-link(s) where composition of the CSR Committee, CSR Policy and CSR Projects approved by the Board are disclosed on the website of the Company:

4. Provide the executive summary along with web-link(s) of Impact Assessment of the CSR Projects carried out in pursuance of sub-rule (3) of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable: Not Applicable

(e) CSR amount spent or unspent for the financial year:

(f) Excess amount for set-off, if any:

7. Details of Unspent CSR amount for the preceding three financial years: Nil

8. Whether any capital assets have been created or acquired through CSR amount spent in the financial year: No

9. Specify the reason(s), if the Company has failed to spend Two percent of the average net profit as per Section 135(5): Not Applicable