Dam Capital Advisors Ltd Directors Report

Dear Members,

The Board of Directors ("the Board") is pleased to present its 33rd Annual Report along with the Audited Financial Statements of DAM Capital Advisors Limited ("the Company") for the Financial Year ended March 31, 2026 ("FY 2025-26 / FY 26").

1. Highlights of Financial Performance of the Company

Your Companys Standalone and Consolidated Financial Performance during the Financial Year 2025-26 as compared to that of the previous Financial Year 2024-25 is summarized below:

Rs. in Crores

	Standalone		Consolidated
Particulars	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	236.91	248.13	237.11	248.35
Other Income	0.03	1.86	0.03	1.86
Total Income	236.94	249.99	237.14	250.21
Less: Total Expenses (Excluding Interest and Depreciation)	117.39	103.7	117.02	103.72
Profit before Interest, Depreciation and Taxation	119.55	146.29	120.12	146.49
Less: Interest	7.94	2.48	8.25	2.48
Less: Depreciation & Amortisation Expenses	14.26	7.03	14.26	7.03
Profit before Taxation (PBT)	97.35	136.78	97.61	136.98
Less: Current Tax	26.21	32.3	26.25	32.31
Less: Deferred Tax	(1.37)	0.84	(1.33)	0.89
Profit After Taxation (PAT)	72.51	103.64	72.69	103.78

During the year under review, the Company has not transferred any amount to the General Reserves.

As on March 31, 2026, Reserves and Surplus of the Company were at 314.07 crore (Standalone) (Rupees Three Hundred Fourteen Crore and Seven Lakhs only) & 317.77 crore (Consolidated) (Rupees Three Hundred Seventeen Crore and Seventy-Seven Lakhs only).

2. State of Affairs/ Review of Operations of the Company

During the year under review, the Company remained focused on strengthening and expanding its presence in Investment Banking and Institutional Equities businesses.

During the year ended March 31, 2026, the Company reported Standalone Total Income of 236.94 crore as compared to

249.99 crore in the previous year. The Company recorded a Standalone Net Profit after Tax of 72.51 crore as compared to

103.64 crore during the previous year.

During the year ended March 31, 2026, the Company reported Consolidated Total Income of 237.14 crore as compared to

250.21 crore in the previous year. The Company recorded a Consolidated Net Profit after Tax of 72.69 crore as compared to 103.78 crore during the previous year.

Investment Banking Division:

Our Merchant Banking division, the cornerstone of Companys business, generated 151.15 crore in revenue in FY26. This performance was driven by the successful execution of 19 ECM and advisory transactions, raising over 19,000 crore across a diversified sectoral mix, including Cement, Healthcare, Energy, EMS, Financial Services, Consumer, etc.

The transaction mix comprised 11 IPOs, 3 QIPs, 1 of each Rights Issue, Preferential Issue, Buyback and Offer for Sale. In addition, we undertook 1 M & A advisory. In response to prevailing market volatility, the Company increased its focus on select, high-quality transactions. As part of this strategic shift, we sharpened our emphasis on fee-accretive mandates across ECM and advisory businesses.

As of March 31, 2026, we have secured mandates for 25 IPOs, with 14 DRHPs filed with SEBI, representing a 7.5% market share of filed IPOs as on March 31, 2026. Notably, our pipeline includes 13 assignments as left lead banker, of which 6 are sole mandates, reflecting strong client confidence in our capabilities.

Institutional Equities Division:

Our Institutional Equities division has established a strong reputation for research-driven execution. FY26 revenue for this segment stood at 70.67 crore, driven by an expanding client base and robust flows from domestic investors. As of March 31, 2026, our active client count reached 298, spanning India, the United States, the United Kingdom, Europe, Hong Kong, Singapore, and the Middle East. Our dependence on the top 10% of clients stands at 40%. Our research franchise continues to strengthen, with a 30-member team covering 187 stocks across 21 sectors by the end of FY26, reflecting our commitment to delivering comprehensive, insight-driven research to our institutional clients.

3. 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 FY 2025-26 to which the Financial Statements relate and the date of this Annual Report.

4. Dividend

During FY26, the Company paid final dividend of 1/- per equity share of face value of 2/- each.

During the year under review, your Board has recommended a Final Dividend of 1/- (Rupee One only) per equity share of face value of 2/- (Rupees Two only) each (i.e., 50% of the face value), aggregating 7.07 crore for the financial year ended March 31, 2026. Payment of Final Dividend is subject to the approval of members at the 33rd Annual General Meeting (the "AGM") and shall be subject to deduction of Income Tax at Source. Upon approval, the dividend will be paid to the members whose names appear in the register of members of the Company and in the statement of beneficiary position furnished by the National Securities Depository Limited and the Central Depository Services (India) Limited as on the record date i.e., Friday, August 28, 2026.

The Final Dividend recommended is in accordance with the Companys Dividend Distribution Policy. The Policy is available on the Companys website and can be accessed at https:// www.damcapital.in.

5. Transfer to Investor Education and Protection Fund (‘IEPF)

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), Ms. Sonal Katariya, Company Secretary & Compliance Officer, has been designated as the Nodal Officer of the Company for carrying out the necessary functions and responsibilities prescribed under the applicable provisions of Companies Act, 2013 "the( Act" ) and the IEPF Rules and relevant circulars and amendments thereto. The details of the Nodal Officer are available on the Companys website at www.damcapital.in.

Pursuant to the provisions of Section 124(5) of the Act read with the IEPF Rules and the relevant circulars and amendments issued thereunder from time to time, any dividend amount remaining unpaid or unclaimed for a period of seven years from the date of its transfer to the Unpaid Dividend Account is required to be transferred to the IEPF established by the Central Government.

As of March 31, 2026, there was no amount of dividend remaining unpaid or unclaimed which was required to be transferred by the Company to the IEPF in accordance with the provisions of the Act and the IEPF Rules.

6. Subsidiary / Associate / Joint Venture Companies

During the year under review, no companies became or ceased to be subsidiaries, joint ventures or associates of the Company.

As on March 31, 2026, the Company has 2 (two) subsidiaries within the meaning of Section 2(6) of the Companies Act, 2013 ("the Act") as stated below:

Wholly Owned Subsidiary Companies a. DAM Capital (USA) Inc. b. DAM Asset Management Limited

IDFC Securities Singapore Pte. Ltd. was dissolved and liquidated on November 16, 2021. The Company has filed an application to RBI for cancellation of Unique Document Identification Number (UDIN) of IDFC Securities Singapore Pte. Ltd. No financial statements of IDFC Securities Singapore Pte. Ltd. is prepared post financial year 2019-2020.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of the subsidiaries of the Company is provided in Form AOC-1 annexed to the Consolidated Financial Statement part of this Annual Report.

As on March 31, 2026, the Company did not have any Associate or Joint Venture company.

The financial statements of the subsidiaries are available on the Companys website and can be accessed at https://www.damcapital.in/static/investor-relation. aspx?section=subsidiaries. The policy for determining material subsidiary is available on the website of the Company and can be accessed at https://www.damcapital.in/static/investor-relation.aspx?section=policies. The Company does not have any material subsidiary as on March 31, 2026.

7. Consolidated Financial Statements

In accordance with the provisions of Section 129(3) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, the Company has prepared Consolidated Financial Statements, consolidating its financials with its subsidiary companies. The annual audited Consolidated Financial Statements have been prepared in compliance with the relevant provisions of the Act and applicable Indian Accounting Standards issued by the Institute of Chartered Accountants of

India. These Statements, along with all relevant documents and the Auditors Report form part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements including Consolidated Financial Statements and all other documents required to be attached thereto, at https://www.damcapital.in/static/investor-relation. aspx?section=financial

8. Share Capital

The issued, subscribed and paid-up equity share capital of the Company as of March 31, 2026 stood at 14,13,72,000 comprising 7,06,86,000 equity shares of face value of 2/- each.

There was no change in the issued, subscribed and paid-up equity share capital of the Company during the year under review.

The Company has not issued equity shares with differential voting rights or any sweat equity shares during the year under review.

9. Deposits

The Company has not accepted any deposits from public in terms of the Act and Rules made thereunder during the FY 2025-26. Accordingly, there were no outstanding deposits or interest thereon as on the date of Balance Sheet. The Company complies with the requirement of filing the requisite return with respect to the amount(s) not considered as deposit.

10. Employee Stock Option Scheme

Your Company has DAM Capital Employee Stock Option Scheme 2024 ("DAM ESOP Scheme 2024") to retain, attract, motivate and incentivise the talent pool. The Nomination and Remuneration Committee and Board of Directors at its meeting held on May 22, 2026, respectively, rati_ed and approved the amendment to the existing Pre-IPO DAM ESOP Scheme 2024, subject to shareholders approval.

DAM ESOP Scheme 2024 is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations"). The Company has received a certificate from M/s. Aashish K. Bhatt & Associates, Practicing Secretaries, Secretarial Auditor of the Company for FY 2025-26, certifying that the Companys Scheme have been implemented in accordance with SEBI SBEB & SE Regulations and shall be available for inspection at the 33rd AGM of the Company.

The applicable disclosures as stipulated under SEBI SBEB & SE Regulations for the financial year ended March 31, 2026, with regards to the DAM ESOP Scheme 2024 is uploaded on the Companys website at https://www.damcapital.in/static/ investor-relation.aspx?section=annual

In terms of Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, ("SEBI Listing Regulations"), the DAM ESOP Scheme 2024 is also available on the Companys website at https://www.damcapital.in/static/ investor-relation.aspx?section=policies

11. Annual Return

Pursuant to Section 92(3) read with Section 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on Companys website at https://www. damcapital.in/static/investor-relation.aspx?section=annual and the Annual Return for the financial year 2025–2026 will be uploaded on the website after filing with the MCA.

12. Board of Directors and Key Managerial Personnel

Directors:

Your Company recognises and values the importance of a diverse Board in driving its success. The Board comprises Directors with diverse skills, expertise, experience, perspectives, and backgrounds, including industry, functional, and geographical diversity. This diversity enables the Board to consider matters from a broad range of perspectives, enhances the quality of its decision-making, and helps the Company in maintaining its competitive advantage.

As of March 31, 2026, the Board comprised of Seven (7) Directors comprising two (2) Executive Directors i.e., Managing Director & Chief Executive Officer and Whole Time Director, and Five (5) Independent Directors (includes one Women Independent Director). The Complete list of Directors of the Company has been provided in the Annexure D - Corporate Governance Report, which forms part of this Boards Report.

Appointment/ Re-appointment of Directors:

a. The Board of Directors at its Meeting held on May 22, 2026, based on the recommendations of the Nomination and Remuneration Committee, approved the re-appointment of Mr. Dharmesh Anil Mehta (DIN: 06734366), as a Managing Director and Chief Executive Officer for a further term of five (5) years, commencing from June 10, 2026, subject to the approval of the members at the ensuing Annual General Meeting ("AGM"). Further details in this regard are set out in the AGM Notice.

b. The Board of Directors at its Meeting held on August 11, 2026, based on the recommendations of the Nomination and Remuneration Committee, approved the appointment of Mr. Dhvanil Sanjiv Dharia (DIN: 10698428), as an Additional Director and Whole Time Director for a term of Five (5) years, commencing from August 11, 2026, subject to the approval of the Exchanges and members at the ensuing AGM. Further details in this regard are set out in the AGM Notice.

Completion of Tenure of Whole Time Director ("WTD")

Mr. Jateen Madhukar Doshi (DIN: 08476768), has completed his tenure as WTD on June 9, 2026, and upon completion of his tenure as WTD, he has expressed his desire not to seek reappointed for another term. Consequent to the completion of his term, Mr. Jateen Madhukar Doshi (DIN: 08476768) ceased to be a Director and Key Managerial Personnel of the Company, with effect from the close of business hours on June 9, 2026. However, he continues to remain in the employment with the Company in his current role as Head of Institutional Equities and Business Development.

The Board of Directors noted and accepted his request and places on record its sincere appreciation for the valuable contributions made during his tenure as WTD of the Company.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the pro_ciency) of the Independent Director appointed during the year:

During the year under review, no Independent Director was appointed on the Board of the Company. Accordingly, the requirement to provide the opinion of the Board with regard to the integrity, expertise, experience and pro_ciency of any newly appointed Independent Director is not applicable.

Director Retiring by Rotation:

In accordance with the provisions of Section 152 of the Act, Mr. Dharmesh Anil Mehta (DIN: 06734366), a Managing Director and Chief Executive Officer of the Company, is liable to retire at ensuing AGM, and being eligible offers himself for re-appointment. The Board recommends his re-appointment to the members of the Company.

A resolution seeking appointment and re-appointment of Directors along with the brief particulars as required under the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations forms part of the Notice convening the 33rd AGM of the Company.

None of the Directors is disqualified from being appointed / re-appointed as ‘Director, pursuant to Section 164 of the Act or under any other applicable laws. The Company has obtained a certificate from M/s. Aashish K. Bhatt & Associates, Practicing Company Secretaries, that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India (the "SEBI") / Ministry of Corporate Affairs (the "MCA") or any such statutory authorities as on March 31, 2026. A copy of the said certificate is forming part of Annexure D - Corporate Governance Report, which forms part of this Report

Key Managerial Personnels (‘KMPs):

The following persons were designated as the KMPs of your Company as on March 31, 2026, pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

S r . No.	Name of the KMP	Designation
1	Mr. Dharmesh Anil Mehta	Managing Director & Chief Executive Officer
2	Mr. Jateen Madhukar Doshi*	Whole Time Director
3	Mr. Hitesh Mahendrakumar Desai	Chief Financial Officer
4	Ms. Sonal Dhanji Katariya	Company Secretary & Compliance Officer

*Pursuant to the completion of the tenure of Mr. Jateen Madhukar Doshi as Whole Time Director, he also ceased to be a Key Managerial Personnel of the Company with effect from the close of business hours on June 9, 2026.

13. Declaration by the Independent Directors

Pursuant to the provisions of Section 149 of the Act and SEBI Listing Regulations the Independent Directors of the Company, have confirmed their independence as prescribed under the Act read with rules made thereunder and SEBI Listing Regulations and that they continue to comply with the Code of Conduct laid down under Schedule IV of the Act. In terms of Regulation 25(8) of SEBI Listing Regulations, they have further afirmed that no circumstances or conditions exist, nor are any foreseeable, that could compromise or influence their ability to perform their responsibilities with independence. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company have confirmed that they have registered themselves with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (‘IICA) and the said registration has been renewed and remains active. Additionally, they have complied with the applicable requirements of the online pro_ciency self-assessment test conducted by the IICA.

Accordingly, after due consideration of the declarations received and upon satisfaction as to their accuracy, the Board is of the view that the Independent Directors demonstrate high standards of integrity, possess the requisite skills, experience and professional competence, meet the independence criteria prescribed under the Act and the SEBI Listing Regulations, and function independently of the Companys management. During the financial year 2025-26, the Independent Directors had no pecuniary relationships or transactions with the Company.

The Company has adopted the Code of Conduct for its Directors and Senior Management Personnel (the "Code") in accordance with applicable provisions of the Act and SEBI Listing Regulations and same is also available on the website of the Company https://www.damcapital.in/static/investor-relation.aspx?section=policies. The Company obtains annual confirmations from its Directors and senior leadership team confirming their compliance with the prescribed Code.

In the opinion of the Board, all the Independent Directors are independent of the management.

14. Meetings of the Board of Directors

Five (5) meetings of the Board of Directors were held during the year under review, and the Board accepted all recommendations made by its various committees and the maximum interval between any of the two meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. For further details, including the particulars of meetings held and the attendance of each Directors are detailed are provided in Annexure D - Corporate Governance Report, which forms part of this Report.

15. Committees of the Board

The following Committees were constituted in compliance with the provisions of the Act and SEBI Listing Regulation: a. Audit Committee b. Nomination and Remuneration Committee c. Corporate Social Responsibility Committee d. Investor Grievances & Stakeholders Relationship Committee e. Risk Management Committee

In view of the successful completion of the Initial Public Offering (IPO) process of the Company, the purpose for which the IPO Committee and the Special Purpose Committee were constituted was duly accomplished, consequently, the Board approved the dissolution of IPO Committee and the Special Purpose Committee w.e.f November 6, 2025.

The details of the above mentioned Committees, including their composition, terms of reference, meetings held and the attendance of members, are provided in Annexure D - Corporate Governance Report, which forms part of this

Report.

16. Audit Committee of the Board

The composition, terms of reference, meeting held and the attendance of members are provided in Annexure D – Corporate Governance Report, which forms part of this

Report. During the year under review, the Board has accepted all the recommendations made by the Audit Committee of the Board.

17. Performance Evaluation of Board, its Committee and Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, as well as that of its Committees, Chairman and of Individual Directors. The structured questionnaires on evaluation of performance of Board, its Committees, and Individual Directors are in alignment with the SEBI Master Circular dated November 11, 2024 and the evaluation process was approved by the Nomination and Remuneration Committee ("NRC").

The evaluation process focused on various aspects of the Boards and its Committees functioning such as composition of the Board and its Committees, experience and competencies, performance of specific duties, obligations, governance issues, attendance, quality contribution of individual directors and exercise of independent judgement.

The questionnaires of evaluation were circulated electronically via email marked as confidential to all the Directors. Thereafter, the summary findings/recommendations received from the Directors were discussed and reviewed by the Chairman of the Board. A summary of evaluation outcome subsequently placed before the Nomination and Remuneration Committee and the Board at their respective meetings.

The Independent Directors of the Company met separately at their meeting held on March 27, 2026, without the presence of non-independent directors and members of the management at this meeting, they reviewed the performance of non-independent directors, Chairman and various Committees of the Board and assessed the quality, quantity and timeliness of the flow of information between the Management and the Board. They also discussed about the progress on recommendations made in the previous year.

The Independent Directors expressed their satisfaction regarding the overall functioning of the Board and its Committees for the financial year 2025-26.

Accordance with SEBI Listing Regulations, Company conducts familiarization programme for its Independent Directors to educate them regarding their roles, rights and responsibilities in the Company and to make them aware and update on the business and operations of the Company on continuous basis. The details of familiarization programme of the Independent Directors are available on the Companys website at https:// www.damcapital.in/static/investor-relation.aspx.

18. Particulars of Contracts or Arrangements with Related Parties

During the year under review, all contracts/arrangements/ transactions entered by the Company with the related parties were in accordance with the applicable provisions of the Act and the SEBI Listing Regulations and the same were in ordinary course of business and on an arms length basis.

In line with the requirements of the Act and SEBI Listing Regulations and pursuant to the recommendation of the Audit Committee, during the year the Company has revised the policy on Materiality and dealing with Related Party

Transactions (RPT Policy) which is available on the Companys website and can be accessed at https://www.damcapital.in/ static/investor-relation.aspx.

In compliance with the provisions of the Act and the SEBI Listing Regulations, all Related Party Transactions ("RPTs") undertaken by the Company during the year under review were approved by the Audit Committee and were on an arms length basis and in the ordinary course of business. Omnibus approval is obtained on a yearly basis for transactions that are repetitive in nature. The details of all RPTs are placed before the Audit Committee and the Board for review and noting purpose on a quarterly basis.

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

Details of transactions, contracts and arrangements entered with related parties by the Company, during FY 2025-26, is given under Notes to Accounts annexed to the Standalone Financial Statements, which forms part of this Annual Report.

19. Directors Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act with respect to Directors Responsibility Statement, the Board of Directors of the Company to the best of its knowledge and ability confirms that: a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures. b) appropriate accounting policies have been selected and applied consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period. c) proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of Act have been taken for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities. d) the annual accounts have been prepared on a going concern basis. e) internal financial controls to be followed by the Company had been laid down and such internal financial controls are adequate and operating effectively. f ) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

20. Auditors and Auditors Report a. Statutory Auditors and its Report:

The Shareholders at the 32nd Annual General Meeting ‘AGM ( ) of the Company held on June 27, 2025, approved appointment of M/s. KKC & Associates LLP (Formerly Known as Khimji Kunverji & Co. LLP) (KKC), for a second term as Statutory Auditors of the Company commencing from the conclusion of 32nd AGM held on June 27, 2025 until the conclusion of 37th AGM of the Company to be held in the year 2030.

During the year, the Statutory Auditors confirmed their compliance with the Independence criteria as prescribed under the Act.

The Statutory Auditors Report both on standalone and consolidated financial statements of the Company for the financial year ended March 31, 2026, forms part of this Annual Report. The said report was issued by the Statutory Auditors with an unmodified opinion and does not contain any qualifications, reservations or adverse remarks. During the year under review, the Auditors have not reported any incidents of fraud to the Audit Committee under Section 143(12) of the Act. The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation and comments.

b. Secretarial Auditor and its Report:

Pursuant to provisions of Regulation 24A of the SEBI Listing Regulations, Section 204 of the Act read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, M/s. Aashish K. Bhatt & Associates, Practicing Company Secretaries (Membership No.: A19639/ COP: 7023), was appointed as the Secretarial Auditor of the Company at the 32nd AGM held on June 27, 2025 for a term of five (5) consecutive years, to conduct the Secretarial Audit commencing from the financial year 2025-26 up to the financial year 2029-30.

The Board / Audit Committee reviews the independence and objectivity of the Secretarial Auditors and the effectiveness of the Audit process. M/s. Aashish K. Bhatt & Associates has confirmed that he is not disqualified from continuing as the Secretarial Auditor of the Company.

The Secretarial Audit Report is annexed as Annexure A and forms part of this Report, and it does not contain any material qualification or adverse remarks, except observations as provided in the report. The Company has duly noted the observations. The Secretarial Auditor has expressed satisfaction with the corrective measures undertaken by the Company as on the date of Boards report.

The Secretarial Auditors do not report any fraud under Section 143(12) of the Act.

c. Annual Secretarial Compliance Report:

Pursuant to Regulation 24A of SEBI Listing Regulations, the Annual Secretarial Compliance Report for the FY 2025-26 of the Company issued by M/s. Aashish K. Bhatt & Associates, Peer reviewed Practicing Company Secretaries is submitted to the stock exchanges within the statutory timelines.

21. Compliance with Secretarial Standards

The Company has complied with the applicable provisions of Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

22. Internal Auditors

During the year under review, the Board of Directors based on the recommendation of Audit Committee, at its meeting held on May 14, 2025, appointed M/s. PricewaterhouseCoopers Services LLP, as the Internal Auditors of the Company for the financial year 2025-26 in accordance with the provisions of the Act.

23. Corporate Social Responsibility (CSR)

Pursuant to provisions of Section 135 of the Companies Act,2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted a Corporate Social Responsibility ( "CSR" ) Committee. The composition and terms of reference of the CSR Committee is provided in Annexure D - Corporate Governance Report which forms part of this Report.

The CSR policy outlines the activities that can be undertaken or supported by the Company within the applicable provisions of the Act and alignment of such activities as per the development goals principles. Apart from the composition requirements of the CSR Committee, the CSR policy, inter alia, lays down the criteria for selection of projects and areas, annual allocation, modalities of execution/implementation of activities, monitoring mechanism of CSR activities/projects including the formulation of annual action plan. The CSR policy of the Company is available on the website of the Company at https://www.damcapital.in/static/investor-relation.aspx.

During the financial year 2025-26, your Company was required to spend 1,62,86,431/- towards CSR Activities in terms of the mandatory provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the actual CSR spending for the year was

1,62,87,220 resulting in an excess spend of 789. This excess amount of 789, may be set off against amount to be spent towards CSR activities during the succeeding Financial Year(s), if required, in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure B and forms an integral part of this Report.

Further, the Chief Financial Officer of the Company has certified that the funds disbursed basis the annual action plan for the financial year 2025-26 have been utilised for the purpose and in the manner as approved by the Board.

24. Risk Management

In the modern business landscape, managing uncertainty has become essential for organizational success. Risk management focuses on detecting potential challenges that could negatively affect a company, analyzing the probability and consequences of those challenges, and determining which issues require immediate attention. It involves developing and applying strategies to reduce exposure to possible losses while continuously reviewing and adjusting these measures. The Company is not subject to any specific risk except risks associated with the general business of the Company and regulatory risk as applicable to the industry as a whole.

Further details on the risk management activities including the implementation of risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis Report, which forms part of this Annual Report.

Further, pursuant to Regulation 21 of the SEBI Listing Regulations, the Board of Directors have constituted the Risk Management Committee of the Board, details of which are mentioned in the Corporate Governance Report given in Annexure D which forms integral part of this Report.

The composition of the Committee is in conformity with the SEBI Listing Regulations, with majority of members being Directors of the Company. The Risk Management Committee is, inter alia, authorized to monitor and review the risk assessment, mitigation and risk management plans for the Company from time to time and report the existence, adequacy and effectiveness of the above process to the Audit Committee/ Board on a periodic basis.

Throughout the financial year under review, the Risk Management Committee did not observe any risk factors that, in its assessment, might endanger the Companys ability to continue its operations as a going concern. The Company continues to strengthen its risk governance processes and is dedicated to fostering an environment that promotes openness, responsibility, and awareness of potential risks at every tier of the organisation.

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

25. Internal Financial Control Systems

The Corporate Governance Policies guide the conduct of affairs of the Company and defines the roles, responsibilities and authorities at each level of its governance structure and key functionaries involved in governance.

The Company has laid down a system of internal financial controls with reference to its financial statements. The Internal Financial Controls procedure adopted by the Company are adequate for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Further, the Statutory Auditors have confirmed that the Internal Financial Control Systems over financial reporting are adequate and are operating effectively and the same is annexed with the Independent Auditors Report.

During the year under review, the Internal Financial Controls were operating effectively, and no material or serious observations were received from the Auditors of the Company for ine_ciency or inadequacy of such controls. The details of adequacy of internal financial controls are given at length in the Management Discussion and Analysis Report which forms part of the Annual Report.

26. Significant and Material Orders Passed by the Regulators or Courts

There were no significant and material orders passed by the Regulators, Courts or Tribunals impacting the going-concern status of the Company and its future operations for the year under review.

27. Particulars of Employees and Remuneration

The requisite 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 as amended, is disclosed in Annexure C which forms integral part of this Report.

In terms of Section 136(1) of the Act, this Annual Report is being sent to the Members, excluding the information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the said Rules. The said information is available for inspection by the members at the registered office of the Company. Any member desirous of obtaining such information may write to the Company Secretary at companysecretarial@damcapital.in and the same will be furnished on such request.

28. Nomination and Remuneration Policy

The Board has formulated a Nomination and Remuneration Policy (‘NRC Policy) in accordance with Section 178 of the Act and the SEBI Listing Regulation. This policy lays down the framework for the selection, appointment criteria, positive attributes, independence of a director, removal, retirement and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. A copy of the NRC Policy is available on the Companys website at https://www. damcapital.in/static/investor-relation.aspx?section=policies

The Company has also formulated a policy on Board Diversity and the same is also available on the Companys website at https://www.damcapital.in/static/investor-relation.aspx.

The further details of the Nomination & Remuneration Committee are provided in Annexure D - Corporate

Governance Report which form part of this Annual Report.

29. Particulars of loans, guarantees and investments

Pursuant to the provisions of Section 186 of the Act and SEBI Listing Regulations, the particulars of loans, advances, guarantees, and investments made by the Company during the financial year are disclosed in the notes to the financial statements, which form an integral part of the Annual Report.

30. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 134(3)(m) of the Act, information pursuant to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo for the year under review are as follows:

a) Energy conservation

As the Company is engaged in providing financial services, the information relating to conservation of energy, as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are not applicable. However, the Companys initiatives towards energy management are detailed in the Business Responsibility and Sustainability Report, which forms part of this Annual Report.

b) Technology Absorption

The Company keeps itself abreast of the technological advancements in the industry and has adopted the best-in-class technology across business, operations and functions. The Company is accelerating the technology and digital transformation on continuous basis as emerging technology trends. It stays invested in creating a seamless digital and customer experience across digital touchpoints. Your Companys focused approach is to keep on enhancing its in-house tech capabilities. Moreover, your Company periodically introduces enhanced features to its customers. The Company has strengthened its IT disaster measures to improve system reliability and ensure maximum operational continuity. During the year under review, the Company did not incur any expenditure on research and development.

c) Foreign exchange earnings and outgo

Please refer Notes to Accounts forming part of the Standalone Financial Statements, of this Annual Report.

31. Maintenance of Cost Records & Cost Audit

The Company is engaged in carrying Capital Market Advisory and 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 is not applicable.

32. 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 SEBI Listing Regulations, the Company has in place Whistle Blower Policy and established the necessary vigil mechanism for Directors, Employees and Stakeholders to report genuine concerns or grievances about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct and Ethics.

Vigil Mechanism provide for adequate safeguards against victimization of persons who avail such mechanism and also make provision for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

The Company has disclosed the said Policy on the website of the Company and can be accessed at https://www. damcapital.in/static/investor-relation.aspx?section=policies

33. Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place a Policy on Prevention of Sexual Harassment at Workplace and also constituted an Internal Complaints Committee (ICC) to provide a safe working environment for women, free from sexual harassment and discrimination. Effective reporting procedures have been established to safeguard employees from sexual harassment and to uphold their right to a respectful and dignified workplace. Training / awareness programmes are conducted throughout the year to create sensitivity towards ensuring a respectful workplace. The said policy is available on the website of the Company and can be accessed at https://www. damcapital.in/static/investor-relation.aspx?section=policies

The details of the Complaints are as under:

No. of complaints of sexual harassment received during the year	No. of complaints disposed of during the year	No. of cases pending for more than 90 days
NIL	NIL	NIL

During the year under review, no complaints were received from any of the employees or the directors of the Company, under this policy.

34. Corporate Governance Report

Your Company is committed to uphold the highest standards of corporate governance and ethical conduct. It believes that sound governance practices are essential for enhancing shareholder value, ensuring transparency, maintaining accountability, and safeguarding the interests of all stakeholders. The Companys governance framework is designed to promote integrity, fairness, and responsible decision-making across all levels of the organisation.

A detailed Report on Corporate Governance in terms of Schedule V of the SEBI Listing Regulations for FY 2025-26, is forming part of this Boards Report as Annexure D. Further, a

Certificate from M/s. Aashish K. Bhatt & Associates, Practicing Company Secretaries, confirming compliance with conditions of Corporate Governance as stipulated in Regulation 34 read with Schedule V to the SEBI Listing Regulations is annexed to the Report on Corporate Governance.

35. Business Responsibility and Sustainability Report

In terms of Regulation 34(2)(f ) of the SEBI Listing Regulations, top 1000 listed entities based on their market capitalisation are required to submit Business Responsibility and Sustainability Report ("BRSR"), as a part of their annual report and outlines the Companys key initiatives and performance across Environmental, Social, and Governance (‘ESG) parameters. The BRSR report forms part of this Annual Report.

36. Other Disclosures a. Management Discussion and Analysis Report

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

b. MSME Act

The Company complied with the requirement of submitting a half yearly return to the Ministry of Corporate Affairs within the specified timelines.

c. Corporate Insolvency Resolution process initiated under the Insolvency and Bankruptcy Code, 2016 (IBC)

The Company has neither filed any application, nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016, during FY 2025-26.

d. CEO & CFO Certificate

In accordance with the provisions of Regulation 17(8) of the SEBI Listing Regulations, certificate from the Chief Executive Officer and the Chief Financial Officer in relation to the Financial Statements for the year ended March 31, 2026, is provided as part of Annexure D forming part of this Boards Report.

e. Di_erence in Valuation

During the year under review, the Company has not made any settlement with its Banks and Financial Institutions and hence this clause is not applicable.

f. Maternity Benefit Act, 1961

During the year under review, the Company has complied with all the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder.

37. Acknowledgements

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from members, bankers, financial institutions, government authorities, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff.

		For and on behalf of the Board of Directors
		DAM Capital Advisors Limited
	Sd/-	Sd/-
	Dharmesh Anil Mehta	Vishwanathan Mavila Nair
Place: Mumbai	MD &CEO	Chairman and Independent Director
Date: August 11, 2026	DIN: 06734366	DIN: 02284165