Dam Capital Advisors Ltd Directors Report

To,

The Members,

DAM CAPITAL ADVISORS LIMITED

Your directors are pleased to present the 32^nd Directors Report along with the Audited Financial Statements of DAM Capital Advisors Limited ("the Company") for the financial year ended March 31,2025 ("FY 2024-25 / FY 25").

1. Highlight of Financial Performance of the Company:

Your Companys Standalone and Consolidated Financial Performance during the Financial Year 2024-25 as compared to that of the previous Financial Year 2023-24 is summarized below:

(Rs in Crore)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	248.13	179.8	248.35	180.04
Other Income	1.86	1.95	1.86	1.95
Total Income	249.99	181.75	250.21	181.99
Less: Total Expenses (Excluding Interest and Depreciation)	103.7	79.04	103.72	78.98
Profit before Interest, Depreciation and Taxation	146.29	102.71	146.49	103.01
Less: Interest	2.48	1.21	2.48	1.21
Less: Depreciation	7.03	6.33	7.03	6.33
Profit before Taxation (PBT)	136.78	95.17	136.98	95.47
Less: Current Tax	32.3	24.11	32.31	24.1
Less: Deferred Tax	0.84	0.78	0.89	0.84
Profit After Taxation (PAT)	103.64	70.28	103.78	70.53

For detailed financial information, kindly refer to the financial results section.

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

As on March 31, 2025, Reserves and Surplus of the Company were at H246.90 Crore (Standalone) (Rupees Two Hundred Forty Six Crore and Ninety Lacs Only) & H 249.81 Crore (Consolidated) (Rupees Two Hundred Forty Nine Crore and Eighty One Lacs Only).

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

During the year under review, the main objectives of the business were expanded to include Merchant Banking, Investment Banking, and Research Consulting.

During the year ended March 31, 2025, the Standalone Total Income of the Company stood at H249.99 Crore as compared to H181.75 Crore in the previous year. The Company made a Standalone Net Profit after Tax was H103.64 Crore as compared to H70.28 Crore during the previous year.

During the year ended March 31,2025, the Consolidated Total Income of the Company stood at H250.21 Crore as compared to H181.99 Crore in the previous year. The Company made a Consolidated Net Profit after Tax was H103.78 Crore as compared to H70.53 Crore during the previous year.

Investment Banking Division:

Our Merchant Banking division, the cornerstone of our business, generated H155.20 crore in revenue in FY25, marking a 27% year-on-year growth. This performance was driven by the successful execution of 20 ECM transactions, raising over H21,700 crore across a diversified sectoral mix, including financial services, manufacturing, healthcare, and infrastructure. The transaction mix comprised 6 QIPs, 5 IPOs, 1 OFS, 1 rights issue, 1 preferential issue, and 1 buyback. In addition, we undertook 5 advisory mandates. We have started focussing more on these deals to mitigate the market volatility. As part of our strategic shift, we have also sharpened our focus on high-quality, fee-accretive mandates across ECM and advisory. As of March 31, 2025, we have secured mandates for 24 IPOs, with 16 DRHPs filed with SEBI, representing a 13.6% market share of filed IPOs. Notably, our pipeline includes 14 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. FY25 revenue for this segment grew by 58% year-on-year to H81.16 crore, driven by an expanding client base and robust flows from domestic investors. As of March 31, 2025, our active client count reached 277, spanning India, the United States, the United Kingdom, Europe, Hong Kong, Singapore, and the Middle East. This diversification has helped reduce our dependence on the top 10% of clients to 36%. Our research franchise continues to strengthen, with a 32-member team covering 197 stocks across 23 sectors by the end of FY25, reflecting our commitment to delivering comprehensive, insight-driven research to institutional clients.

3. Material changes and commitments affecting the financial position of the company.

There were no material changes and commitments affecting the financial position of the Company, which occurred between the end of the F.Y 2024-25 to which the financial statements relate and the date of this Annual Report.

4. Subsidiary / Associate / Joint Venture Companies:

During the year under review, the Company had incorporated DAM Asset Management Limited, Wholly Owned Subsidiary.

As on March 31,2025, the Company has 2 subsidiaries within the meaning of Section 2(6) of the Companies Act, 2013 as below:

Wholly Owned Subsidiary Companies

a. DAM Capital (USA) Inc.

b. DAM Asset Management Limited

Pursuant to the provisions of Section 129(3) of the Act 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 Statements part of the Annual Report.

As on March 31, 2025, the Company did not have any Associate or Joint Venture company.

The Company has formulated a policy on the identification of material subsidiaries in line with Regulation 16(1 )(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and the policy for determining material subsidiary is available on the website of the Company at https://www.damcapital.in/ static/investor-relation.aspx. The Company does not have any material subsidiary as on March 31,2025.

5. 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, which forms part of the Annual Report.

In accordance with the third proviso to Section 136(1) of the Act, the Annual Report of the Company, containing standalone financial statements and the consolidated financial statements, financials of the Subsidiaries and all other documents required to be attached thereto is available on the website of the Company at https://www.damcapital. in/static/investor-relation.aspx

6. Share Capital:

During the year under review, the face value of the equity shares has been reduced from H10/- to H2/- each. The Authorised Share Capital of the Company as on March 31, 2025, is H52,00,00,000/- divided into 26,00,00,000 Equity Shares of H2/- each.

The equity shares of the Company were listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on December 27, 2024, through Initial Public Offer (Shares were offered for sale by existing investors and some part of promoter group, there was no fresh issue made.)

As on March 31, 2025, the issued, subscribed and paid-up equity share capital of the Company stood at H14,13,72,000/- (comprising 7,06,86,000 equity shares of face value of H2/- each).

Further, the Company neither issued equity shares with differential voting rights nor any sweat equity shares during the year.

7. Deposits:

The Company has not accepted any deposits from public falling within the ambit of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year 2024-25. Hence, the Company does not have any unclaimed deposits as on the date of the Balance Sheet. The Company complies with the requirement of filing the requisite return with respect to amount(s) not considered as deposits.

8. Employee Stock Option Scheme

Your Company has DAM Capital Employee Stock Option Scheme 2024 ("DAM ESOP Scheme 2024") and in order to retain, attract, motivate and incentivise the talent pool. The Nomination and Remuneration Committee of the Company administers and monitors these plans in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations"). Consequent to the listing of the Companys equity shares on BSE and NSE on December 27, 2024, the Company will seek shareholders ratification, in conformity with the SEBI SBEB & SE Regulations by obtaining the prior approval of the Members of the Company whenever the Board or its Committees propose the grant of new options, shares, or Stock Appreciation Rights (SARs) under the said ESOP Scheme.

The disclosure in regard to the DAM ESOP Scheme 2024 required to be made under the Act and Rules made thereunder and SEBI SBEB & SE Regulations is provided on the website of the Company at https://www.damcapital.in/ static/investor-relation.aspx.

The Company has received a certificate from the Secretarial Auditor confirming that the plans are implemented in line with the SEBI SBEB & SE Regulations shall be available for inspection at the 32^nd AGM of the Company.

9. Annual Return:

In terms of Section 92(3) of the Companies Act, 2013 (the Act) and Rule 12 of the Companies (Management and Administration) Rules, 2014, read with Section 134(3)(a) of the Act, the Annual Return of the Company is available on the website of the Company https://www.damcapital.in/ static/investor-relation.aspx.

10. Dividend and Dividend Distribution Policy:

During FY25, the Company paid final dividend of H2.50/- per equity share of face value of H10/- each (price per equity share is considered before sub-division).

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), our Company has formulated the Dividend Distribution Policy which is available on the website of the Company at https://www.damcapital.in/static/investor- relation.aspx. In view of the overall performance of the Company for FY 2025, while retaining capital to support future growth and in line with the Dividend Distribution Policy of the Company, the Board at its meeting held on May 14, 2025, recommended a final dividend of H1/- per equity share of H2/- each fully paid (i.e., 50% of the face value), subject to the approval of members at the ensuing 32^nd Annual General Meeting (the "AGM"). 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, June 13, 2025. The total dividend payout will be approximately H7.07 crores resulting in a payout of 7% of the standalone profit after tax of the Company. In terms of the provisions of the Income Tax Act, 1961, dividend income is taxable in the hands of the members and therefore will be subject to deduction of applicable tax.

11. Transfer to Investor Education and protection fund

Pursuant to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the Company has appointed the Company Secretary & Compliance Officer as the Nodal Officer for carrying out the necessary functions under the applicable provisions of the Act and the Rules made thereunder. Pursuant to the provisions of Section 124 of the Act read with IEPF Rules and relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to Investor Education and Protection Fund (IEPF), constituted by the Central Government. As on March 31, 2025, there was no amount of dividend remained unclaimed which required to be transferred to the IEPF in accordance with the provisions of the Act.

12. Shifting of Registered Office:

During the year under review, Registered Office of the Company was shifted from One BKC, Tower C, 15^th Floor, Unit No. 1511, Bandra Kurla Complex, Bandra (East), Mumbai - 400051 to PG-1, Ground Floor, Rotunda Building, Dalal Street, Fort, Mumbai 400001 with effect from July 23, 2024.

13. Board of Directors:

Composition of the Board:

The Board of Directors, along with its committees provides leadership and guidance to the Companys Management and directs, supervises and controls the activities of the Company. The size of the Board of the Company is commensurate with its size and business operations. In addition to the governance practices, the Board lays strong emphasis on transparency, accountability and integrity. As on March 31, 2025, the Board strength is Seven (7) Directors comprising two (2) Whole Time Directors (includes MD & CEO) One (1) Non-Executive Director and Four (4) Independent Directors.

The Complete list of Directors of the Company has been provided in the "Annexure D- Report on Corporate Governance forming part of this Directors Report.

Cessation of Directorship / Resignation / Retirement of Directors;

a. Mr. Lalit Ratadia (DIN: 00043877) resigned from the Independent Directorship of the Company with effect from August 10, 2024.

The Board acknowledges the valuable contributions rendered by Mr. Lalit Ratadia during his tenure as directors and places on record its deep appreciation for his guidance as member of the Board.

Appointment / Re-appointment of Directors:

a. Mr. Vishwanathan Mavila Nair (DIN: 02284165) and Mr. Balram Singh Yadav (DIN: 00294803), were appointed as Independent Directors of the Company with effect from August 19, 2024 for a term of 5 (Five) years.

b. Mr. Natarajan Srinivasan (DIN: 00123338) and was appointed as Independent Director of the Company with effect from August 19, 2024 for a term of 2 (two) years.

c. Re- designation of Ms. Nithya Easwaran (DIN: 03605392) was changed from Nominee Director to Non-Executive Director with effect from August 19, 2024.

d. As recommended by the Nomination Remuneration Committee of the Board, the Board approved redesignation / appointment of Ms. Nithya Easwaran (DIN: 03605392) as independent Director of the Company w.e.f April 1,2025.

In accordance with the applicable 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 seeks 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 32^nd AGM of the Company.

None of the Directors is disqualified from being 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. Pramod Shah & Company, 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 31,2025. A copy of the said certificate is forming part of Corporate Governance Report, which forms part of this Report.

14. Key Managerial Personnel (KMP):

A list of KMPs as on March 31,2025, is provided below:

Sr. No. Name of the KMP	Designation
1. Mr. Dharmesh Mehta	MD & CEO
2. Mr. Jateen Doshi	Whole Time Director
3. Mr. Hitesh Desai	Chief Financial Officer
4. Ms. Sonal Katariya	Company Secretary & Compliance Officer (w.e.f March 17, 2025)
5. Mr. Rajesh Tekadiwala	Company Secretary & Compliance Officer (till March 16, 2025)

The Board, on the recommendation of the Nomination and Remuneration Committee, at its meeting held on March 17, 2025, approved the appointment of Ms. Sonal Katariya (Membership No.: A44446) as the Company Secretary and Compliance Officer of the Company with effect from March 17, 2025. Ms. Sonal Katariya shall also be the Key Managerial Personnel (the "KMP") within the meaning of Section 203 of the Act effective from March 17, 2025. Mr. Rajesh Tekadiwala, Company Secretary and Compliance Officer and KMP of the Company vacant office of Company Secretary & Compliance officer till the close of business hours of March 16, 2025. The

Board at its meeting held on March 17, 2025, took note of the same and placed on record its sincere appreciation for the services rendered by him.

15. 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 submitted the requisite declaration confirming that each of them meets the criteria of 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 also confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties independently. 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 databank maintained by the Indian Institute of Corporate Affairs.

Accordingly, based on the said declarations and after reviewing and verifying its veracity, the Board is of the opinion that the independent directors are persons of integrity, possess relevant expertise, experience, proficiency, fulfil the conditions of independence specified in the Act and SEBI Listing Regulations and are independent of the management of the Company.

There has been no change in the circumstances affecting their status as independent directors of the Company. During the financial year 2024-25, 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 of Conduct") in accordance with applicable provisions of the Act and SEBI Listing Regulations. On an annual basis, all the Board Members and senior management personnel of the Company have affirmed compliance with the Code of Conduct.

In the opinion of the Board, all the independent directors are independent of the management.

16. Board Meetings:

Fourteen (14) Board Meetings were held during the year under review. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act and SEBI Listing Regulations. For further details, including the number of meetings held during the year and attendance of the Directors thereat, please refer to the Corporate Governance Report, which forms part of this Annual Report.

17. Board Committees:

In compliance with the statutory requirements, the Board has formed below Committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Corporate Social Responsibility Committee

d. Investor Grievances & Stakeholders Relationship Committee

e. Risk Management Committee

f. IPO Committee

g. Special Purpose Committee

Further, detailed note on composition of the Board and its Committees, including its terms of reference, meetings held and attendance of members, are provided in the "Annexure D - Report on Corporate Governance forming part of this Directors Report. The composition and terms of reference of all the Committees of the Board of the Company is in line with the applicable provisions of the Act and SEBI Listing Regulations.

18. Audit Committee of the Board (ACB):

The composition, role and functions of the ACB is provided in the Annexure D Report on Corporate Governance, which forms part of this Directors Report. During the financial year 2024, the Board has accepted all the recommendations made by the ACB.

19. Performance Evaluation of Board, its committee and Directors:

The annual evaluation process of the Board of Directors, individual Directors and Board committees was conducted in accordance with the provisions of the Act and SEBI Listing Regulations. The structured questionnaires on evaluation of performance of Board and its Committees, were framed in accordance with the Policy on performance evaluation and remuneration of the Directors.

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

The questionnaires were circulated online via email marked as confidential. Thereafter, the summary findings/ recommendation received from the directors was discussed and reviewed by 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 24, 2025, without the attendance of non-independent directors and members of the management and reviewed the performance of nonindependent 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 last year.

The independent directors expressed their satisfaction regarding the overall functioning of the Board and its Committees for the financial year 2024-25.

20. Particulars of Contracts or Arrangements with Related Parties:

In line with the requirements of the Act and SEBI Listing Regulations and pursuant to the recommendation of the Audit Committee, 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.

The Audit Committee approves all the Related Part Transactions (RPTs) in compliance with the provisions of the Act and SEBI Listing Regulations. Omnibus approval is obtained on a yearly basis for transactions which are repetitive in nature. The details of all RPTs are placed before the Audit Committee for review and noting on a quarterly basis.

All contracts executed by the Company during the financial year, with related parties, were on arms length basis and in the ordinary course of business. All such Related Party Transactions were entered into in accordance with the RPT Policy of the Company.

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

Details of transactions, contracts and arrangements entered into with related parties by the Company, during FY 2024-25, is given under Notes to Accounts annexed to the Standalone Financial Statements, which forms part of the Annual Report.

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

21. Directors Responsibility Statement:

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act with respect to Directors Responsibility Statement, the directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure has been made in following the same;

b) appropriate accounting policies have been selected and applied consistently and judgements and estimates made 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; and

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.

22. Statutory Auditors:

The Members at the 27^th Annual General Meeting (AGM) of the Company held on September 30, 2020, had appointed M/s. KKC & Associates LLP (Formerly Known as Khimji Kunverji & Co. LLP) (KKC), as Auditors of the Company till the conclusion of the 32^nd AGM of the Company to be held in the financial year 2025.

Since the term of appointment of KKC is expiring at the ensuing 32^nd AGM of the Company, a resolution seeking approval of the Members for appointment of KKC as Statutory Auditors of the Company for the second term of 5 (five) years commencing from the conclusion of the 32^nd AGM till conclusion of 37^th AGM of the Company to be held in the year 2030, is included in the Notice of the ensuing AGM.

KKC has furnished a certificate of their eligibility and consent under Section 139 and 141 of the Act read with the Companies (Audit and Auditors) Rules 2014.

23. Secretarial Auditors

In light of the amended 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, the Board of Directors, at its meeting held on January 24, 2025 has appointed M/s. Aashish K. Bhatt 6 Associates, Practicing Company Secretaries (Membership No.: A19639/ COP: 7023), as the Secretarial Auditor of the Company for the financial year 2024-25.

Since, the term of Secretarial Auditor has expired and according to Regulation 24A of SEBI Listing Regulations, the Company has to appoint a Secretarial Auditors for a term of five years. Accordingly, the Board of Directors at its meeting held on May 14, 2025, appointed M/s. Aashish K. Bhatt & Associates, Practicing Company Secretaries (Membership No.: A19639/ COP: 7023) as the Secretarial Auditors of the Company for a term of five (5) consecutive years, to conduct secretarial audit from the financial year 2025-26 upto financial year 2029-30, subject to approval of the members/ shareholders of the Company at the ensuing Annual General Meeting.. The said proposal for appointment of Secretarial Auditor has been included in the Notice of the ensuing 32^nd AGM.

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 submitted the Peer Review Certificate issued to them by Institute of Company Secretaries of India (ICSI) and confirmed that they have not incurred any disqualifications.

24. Auditors Report:

a. Statutory Auditors Report:

The Auditors Report both on standalone and consolidated financial statements of the Company for the financial year ended March 31, 2025, forms part of the 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 Audit and Annual Secretarial Compliance Report:

Pursuant to Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Aashish K. Bhatt & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company to conduct audit of the secretarial records for the financial year ended March 31,2025. 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 as provided in the report. The Company has duly noted the observations made and has implemented appropriate corrective actions. The Secretarial Auditor has expressed satisfaction with the corrective measures undertaken by the Company as on the date of Directors report.

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

Pursuant to Regulation 24A of SEBI Listing Regulations, the Annual Secretarial Compliance Report for the FY 2024-25 of the Company, issued by M/s. Aashish K. Bhatt & Associates, is submitted to the stock exchanges within the statutory timelines.

25. Secretarial Standards:

The Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the MCA except provided in the Secretarial Audit Report.

26. Internal Auditors:

The Board, based on the recommendation of Audit Committee, had appointed M/s ANB & Co., Chartered Accountants, as the Internal Auditors of the Company for the financial year 2024-25 in accordance with the provisions of the Act.

27. Corporate Social Responsibility:

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 2024-25, your Company was required to spend H90,47,320/- 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, while the actual CSR spending for the year was H90,78,750/-. An excess amount of H31,430/- spent on CSR Activities of the Company undertaken during the Financial Year 2024-25, will be adjusted in the aggregate amount to be spent towards CSR Activities during the succeeding Financial Year(s), if required, pursuant to 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 2024-25 have been utilised for the purpose and in the manner as approved by the Board.

28. Risk Management:

In todays economic environment, Risk Management plays a very important part of business. The main aim of risk management is to identify, assess, prioritize, monitor and take precautionary measures in respect of the events that may pose risks to the business. The Company is not subject to any specific risk except risks associated with the general business of the Company as applicable to the industry as a whole.

Further, pursuant to Regulation 21 of the SEBI Listing Regulations, the Board of Directors have also constituted the

Risk Management Committee of the Board, details of which are mentioned in the Report on Corporate Governance.

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.

In the opinion of the Board, there are no material 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 Annexure - D Report on Corporate Governance which forms part of this Directors Report.

29. Internal financial control systems and its adequacy:

The Internal Financial Controls with reference to the Financial Statements as designed and implemented by the Company are adequate. The Internal Financial Control procedure adopted by the Company are adequate for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Further, the Statutory Auditors have confirmed that the internal financial control systems over financial reporting are adequate 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 inefficiency 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.

30. Significant and Material Orders Passed by the Regulators or Courts:

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

31. Particulars of employees and Remuneration related information:

The ratio of remuneration of each Director to the median employees remuneration as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (the "Rules") as amended, is disclosed in Annexure C, appended to this report.

In terms of Section 136(1) of the Act, the 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. 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.

32. Nomination and Remuneration Policy:

The NRC has formulated a policy on Directors appointment and remuneration including recommendation of remuneration of the Key Managerial Personnel and Senior Management Personnel and the criteria for determining qualifications, positive attributes and independence of a director. A copy of the NRC Policy as disclosed on the Companys website at https://www.damcapital.in/static/ investor-relation.aspx. The Company has also formulated a policy on Board Diversity and the same is available on its website at https://www.damcapital.in/static/investor- relation.aspx. The Company has also disclosed on its website details of the familiarization programs formulated to educate the Independent Directors regarding their roles, rights and responsibilities in the Company and the nature of industry in which Company operates, the business model of the Company etc. at https://www.damcapital.in/static/investor- relation.aspx

33. Particulars of loans, guarantees and investments:

During the year under review, your Company has made loans, investments made or given guarantees or securities provided in compliance with Section 186 of the Act.

The particulars of loans, guarantees and investments made, during the year under review, are given in the Notes to Accounts forming part of the Standalone Financial Statements for the year ended March 31,2025.

34. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

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, is not required to be given.

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. 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 enhanced IT Disaster readliness for ensuring resilience and high uptime.

c) Foreign exchange earnings and outgo

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

35. 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 are not applicable.

36. 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 a 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 or Ethics Policy.

Vigil Mechanism provide for adequate safeguards against victimization of persons who use 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 Policy on the website of the Company and can be accessed at https://www.damcapital. in/static/investor-relation.aspx.

37. Policy for prevention, prohibition and redressal of sexual harassment of women at workplace:

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

To ensure that all the employees are sensitized regarding issues of sexual harassment, the Company conducts an online POSH Training through the internal e-learning platform and knowledge community sessions.

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

38. Other Disclosures:

a. Report on Corporate Governance:

A detailed Report on Corporate Governance in terms of Schedule V of the Listing Regulations for FY 2024-25, is forming part of this Boards Report as Annexure D. Further, a Certificate from M/s. Pramod Shah & Associates, Practicing Company Secretaries 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.

b. 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 the Annual Report.

c. Business Responsibility and Sustainability Report (BRSR):

The Company is required to prepare BRSR from Financial Year 2026, hence all the processes are put in place to provide comprehensive report for Financial Year 2026.

d. MSME Act:

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

e. 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 2024-25.

f. CEO & CFO Certificate:

In accordance with the provisions of Regulation 17(8) of the SEBI Listing Regulations, certificate from the Chief Executive Officer & Managing Director and the Chief Financial Officer in relation to the Financial Statements for the year ended March 31, 2025, is provided in Annexure D forming part of this Boards Report.

39. 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
Date: May 14, 2025	DIN:06734366	DIN:02284165