Nuvama Wealth Management Ltd

For details, refer section on Financial Statements

Transfer to Reserve

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

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

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company, which occurred between the end of the F.Y. 2023-24 to which the financial statements relate and the date of this Annual Report.

DIVIDEND

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

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

SCHEME OF ARRANGEMENT BETWEEN THE COMPANY AND EDELWEISS FINANCIAL SERVICES LIMITED

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

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

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

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

Authorized Capital:

The Authorized Share Capital of the Company as on March 31, 2024, stood at Rs. 20,00,00,00,000 divided into 1,20,00,000 preference shares of Rs. 1,000 each; 4,60,000 preference shares of Rs. 10 each and 79,95,40,000 equity shares of Rs. 10 each.

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

Issued, Subscribed and Paid-up Share Capital

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

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

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

b. Allotment pursuant to exercise of Employee Stock Options

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

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

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

EMPLOYEES STOCK OPTION SCHEME

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

Consequent to the listing of the equity shares of the Company on BSE and NSE on September 26, 2023, the Company was required to ratify the ESOP scheme which was in place prior to the listing of equity shares to be in conformity with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SBEB Regulations'), by obtaining approval of the Members of the Company before making any fresh grant under the ESOP Scheme. Further, the ESOP Scheme was also amended to include in the definition of "employees", as per the SBEB Regulations. The aforesaid ratification and amendment were approved by the Members of the Company via postal ballot on March 2, 2024.

A certificate from the Secretarial Auditor of the Company confirming that the ESOP Scheme has been implemented in accordance with the SBEB Regulations would be made available for inspection by Members through electronic means.

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

The relevant disclosures in terms of Ind AS 102, relating to the share based payment, forms part of Note 2.42 and 40.B of the Standalone Financial Statements and Consolidated Financial Statements of the Company respectively.

INTERNAL FINANCIAL CONTROLS

The Company has put in place adequate policies and procedures to ensure that the system of Internal Controls including Internal Financial Controls are commensurate with the nature, size and complexities of the Company's business and operation and the same are adequate and operating effectively.

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

INTERNAL AUDIT

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

The adequacy and effectiveness of internal controls system, compliance to internal and regulatory guidelines and risk management practices followed by the company is regularly tested and reviewed by the internal auditors. Internal Audit Reports and action taken reports thereon are reviewed by the Audit Committee and discussed. The Company believes that these systems provide reasonable assurance that the Company's internal controls, risk management and governance related systems and processes are adequate and are operating effectively as intended.

BORROWINGS

During the year under review, the Company had issued Commercial papers (listed as well as unlisted) from time to time.

The details of Credit Rating assigned to the various borrowing programmes forms part of the Corporate Governance Report which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014, are given in the Note no. 2.4 and 2.37 of the Standalone Financial Statements of the Company.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

* Joint Venture through Nuvama Asset Management Limited

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

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

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

Details with regard to the Material Subsidiaries of the Company are given in the Corporate Governance Report which forms part of this Annual Report.

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

CORPORATE SOCIAL RESPONSIBILITY ('CSR') INITIATIVES

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

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

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

• Creating income-generation opportunities.

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

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

The Company and its subsidiaries strongly believe in creating a positive impact through the CSR space and it is our endeavour to deepen the same in the years to come.

The CSR Committee comprises of three Directors viz., Mr. Sameer Kaji, as Chairperson, Mr. Birendra Kumar and Mr. Shiv Sehgal, as Members in accordance with Section 135 of the Act.

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

The Annual Report on CSR Activities of the Company pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, outlining the CSR policy, the initiatives undertaken by the Company during the year is given in Annexure 1 to this Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS

a. Composition of Board

As on March 31, 2024, the Board of Directors of the Company comprised of eleven (11) Directors out of which two (2) are Executive Directors, four (4) are Non-executive Non-Independent Directors (Nominee Director), five (5) are Independent Directors including one (1) Independent Woman Director. The complete list of Directors of the Company is provided in the Corporate Governance Report which forms part of this Annual Report.

The Board composition is in compliance with the requirements of the Act and the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company are persons of integrity with requisite expertise and experience (including the proficiency).

b. Cessation:

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

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

c. Appointment:

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

d. Directors liable to retire by rotation:

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

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

e. Re-appointment:

Mr. Ashish Kehair was appointed as the Managing Director & Chief Executive Officer ('MD & CEO') on the Board of Directors of the Company with effect from September 21, 2021, for a period of 3 years. The tenure of Mr. Kehair as the MD will expire on September 20, 2024. Considering that Mr. Kehair has been instrumental in shaping Nuvama Group's strategic direction and expansion of business across geographies, the Board based on the recommendation of the NRC and in accordance with the Act and the Listing Regulations approved the reappointment of Mr. Kehair as the MD & CEO of the Company for a further term of 3 years, with effect from September 21, 2024, subject to the approval of the Members of the Company at the ensuing AGM.

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

KEY MANAGERIAL PERSONNEL

a. Composition of Key Managerial Personnel

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

b. Appointment and Cessation of Key Managerial Personnel

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

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

Meetings of the Board of Directors

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

Evaluation of the Performance of the Board

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

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

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

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

Declaration by Independent Directors

The Board took on record the necessary declarations from all the Independent Directors of the Company as required, pursuant to Section 149(7) of the Act and Regulation 25 (8) of the Listing Regulations, stating that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

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

Familiarization Programme for the Independent Directors

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

Nomination and Remuneration Policy

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

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

COMMITTEES OF THE BOARD

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

RISK MANAGEMENT

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

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

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

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

RELATED PARTY TRANSACTIONS

All contracts/arrangement/transactions entered by the Company during the F.Y. 2023-24 with the related parties were in compliance with the applicable provisions of the Act and the Listing Regulations. Omnibus approval of the Audit Committee is obtained for all related party transactions which are foreseen and of repetitive nature. Pursuant to the said omnibus approval, details of transactions entered into are also reviewed by the Audit Committee on a quarterly basis.

During the year under review, all contracts/arrangements/ transactions entered into by the Company with related parties were in ordinary course of business and on an arm's length basis. None of the transactions required members' prior approval under the Act or the Listing Regulations. There were no material related party transactions by the Company during F.Y. 2023-24. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

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

ANNUAL RETURN

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

The Vigil Mechanism is overseen by the Audit Committee and the same is available on the website of the Company i.e. https://www.nuvama.com/wp-content/ uploads/2023/08/Nuvama-Whistle-Blower-Vigil- Mechanism-Policy.pdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

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

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

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

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

The details of complaints pursuant to Section 22 of the POSH Act for F.Y. 2023-24 are as under:

a) Number of complaints received during the year: 0

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

c) Number of cases pending as on end of the year: 0

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

PARTICULARS OF EMPLOYEES

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

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

AUDIT COMMITTEE

The Audit Committee comprises of four (4) Directors viz Mr. Kamlesh Vikamsey, Chairperson, Mr. Birendra Kumar, Mr. Navtej S. Nandra and Mr. Nikhil Kumar Srivastava as Members of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.

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

STATUTORY AUDITORS' AND AUDITORS' REPORT

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

Auditors' Report

The Report of the Statutory Auditors' on the financial statements does not contain any qualification, reservation, adverse remarks or disclaimer. The Notes to the Accounts referred to in the Statutory Auditors' Report are self-explanatory and therefore do not call for any further explanation including a matter of emphasis related to specific litigation . Further, pursuant to Section 143(12) of the Act, the Statutory Auditors' of the Company

have not reported any instances of fraud committed by its officers or employees.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Act and the Rules made thereunder, the Board had appointed M/s. SVVS & Associates, Company Secretaries LLP, Practicing Company Secretaries to conduct Secretarial Audit of the Company for F.Y. 2023-24. The report of the Secretarial Auditor is annexed as Annexure 5 to this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks, or disclaimer.

Pursuant to Regulation 24A of the Listing Regulations, a listed company is required to annex secretarial audit report of its material unlisted subsidiary to its Directors' Report. Accordingly, the Secretarial Audit Report of Nuvama Clearing Services Limited for the F.Y. 2023-24 is annexed as Annexure 6 to this Annual Report.

FEMA COMPLIANCE

With reference to Master Direction on Foreign Investment in India and circulars issued thereunder by Reserve Bank of India ("RBI"), the Company has complied with the provisions for downstream investment from time to time. Accordingly, the Company has obtained certificate from statutory auditors in this regard pursuant to applicable guidelines issued by RBI.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from M/s. SVVS & Associates Company Secretaries LLP, Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under Listing Regulations is attached to the Corporate Governance Report which forms part of this Annual Report.

COMPLIANCE WITH THE SECRETARIAL STANDARDS

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual financial statement for the F.Y. 2023-24, the applicable accounting standards had been followed and there were no material departures from prescribed accounting standards;

b) Your Company has selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the F.Y. and of the profit of the Company for that period;

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

d) the annual financial statement has been prepared on a going concern basis;

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

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

OTHER DISCLOSURE

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

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

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

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

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

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

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

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

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

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

ACKNOWLEDGEMENTS