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Nuvama Wealth Management Ltd Management Discussions

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Global Economy: Tariffs, Tight Policy, and a Slowing Pulse

FY 2025 was a year of relative stability, with world GDP expanding by 3.3%. Growth was uneven across regions –China grew at 5%, the US at 2.8%, and the euro area at 1.7% – reflecting a cautiousbutpersistentrecovery.Inflationary pressures persisted but trended downward as supply chains normalised and commodity price volatility eased.

The marquee political event of the year was the US presidential election, ushering in the Trump administration t 90firs days, for a flurry newterm.Withinthe orders introduced fresh uncertainties for global markets. Key among them were the so-called "Liberation Day" tariffs and a sweeping tax overhaul branded as the "One Big Beautiful Bill." With policy narratives shifting almost daily, businesses and investors were left navigating an environment of heightened unpredictability.

The US economy, which had defied repeated predictions of recession, is now showing signs of slowing. The housing market is seeing excess supply build-up, with inventories rising sharply and prices declining on a sequential basis. Consumer spending is softening, and labour market conditions are cooling – trends that could deepen if tariffs remain in place and interest rates stay elevated for an extended period. Whereas in China, the goods trade surplus has continued to expand up 30% YoY and doubling since 2019. This has occurred alongside lingering domestic deflation, which has kept the real exchange rate of the yuan competitive. While authorities have rolled out multiple stimulus measures to boost domestic demand, there is little evidence of meaningful traction in the data so far.

Looking ahead, the global economy is likely to feel the ripple effects of US tariffs well beyond the sectors and countries directly targeted. Supply chains, investment flows, and pricing dynamics could all face renewed disruption, potentially dampening trade volumes and investment sentiment worldwide. The interplay between protectionist policies and elevated interest rates will be critical in shaping the global growth path over the coming year.

Indias Economic Resilience Amid Global Turbulence

FY 2025 was a year where macro stability remained solid, while growth consolidated. A sharp decline in retail inflation from 5.4% in FY 2024 to 4.6% in FY 2025, the lowest level in six years, was a key indicator of this resilience. This was accompanied by a contained current account deficitof just 0.6% of GDP, providing further reassurance on external stability. At the same time, the governments unwavering commitment to fiscal consolidation and lowering of debt to GDP is very welcome in a world saddled with sovereign debt issues.

On the growth front, however, the real GDP growth moderated to 6.5% after averaging 8.8% over FY 2022-24. The moderation in some sense is essentially normalisation from very high levels of growth seen during the post pandemic unlocking phase. Despite, the growth moderation

India remains one of the faster growing economies of the world. From a demand perspective, consumption strengthened, while capital expenditure growth lost some momentum – indicating a tapering of cyclical tailwinds.

This policy prudence and economic resilience have not only shielded India from global shocks but also bolstered its long-term growth trajectory. Over the past decade,

India has ascended from the worlds tenth-largest economy to the fifth. On a purchasing power parity basis, it already ranks third, and in nominal terms, it is on track to secure that position within a few years. With strong macro fundamentals, demographic advantage, and a reform-oriented policy framework, India is increasingly positioning itself as a key driver of global growth – transitioning from an emerging market heavyweight to a potential pillar of the world economy.

Industry Overview

Indias strong economic growth is driving a virtuous cycle where rising incomes, wealth creation, and robust corporate profitability fuel higher capital demand, increased market listings, and rapid urbanisation. These, in turn, growth, expand formal employment, and deepen financialisation, leading to the creation of large, diverse a rapidly expanding investor base. This expanding base supports sustained growth in the asset management industry, which drives greater demand for asset servicing capabilities. Together, these trends form the structural foundation for the secular, long-term growth of the wealth management industry in India.

This favourable macro environment positions each segment of the financial services value chain to capture sustained growth. Below section presents a detailed overview on trends shaping these segments in India: Wealth management,

Asset management, Asset services and Capital markets.

Wealth Management in India

Indias wealth management industry stands at the cusp of multi-decade expansion, fuelled by structural shifts in the economy and household asset allocation. Strong GDP growth is translating into faster wealth creation, with household net worth rising disproportionately to income. The share of financial assets in total wealth is steadily increasing, and within financial assets, capital market-linked investments are gaining prominence. Financial wealth under professional management in India is expected to grow materially in years to come as affluent households move from self-directed or informal management to formal wealth management relationships. These trends are converging to create a deep and scalable opportunity, poised to grow at double-digit rates well into the next decade.

Indias wealth ecosystem is entering a cycle of reinforcing growth

Together, these multipliers will power wealth under professional management to triple from

USD 280 bn to USD 850 bn in just five

Demand-Side Dynamics

1. Rising affluence, growth beyond Top 30 (T30), and changing investor demographics

Indias sustained GDP growth, strong corporate earnings, entrepreneurship, and generational wealth transfers have expanded the ranks of HNWIs and affluent households. This trend is now increasingly visible in beyond-tier-30 (B30) locations, not just metros. In B30 markets, a large untapped pool of affluent households still manages financial assets themselves or invests heavily in traditional categories such as bank deposits, representing significant potential to professional wealth services. At the same time, the investor base is undergoing a demographic transformation across age, gender, income, and geography, creating distinct customer segments with unique financial needs.

Additionally, the following trends also point towards growing affluence in India:

Around 11% CAGR in the working population with income over USD 10,000 (2019-2023) compared with 0.8% CAGR of the overall population during the same period

Around 44% CAGR in number of term deposits over 1.5 million (FY 2019-23)

About 47% CAGR in the supply of houses priced above 15 million (Q3 2018-Q3 2023) compared with 17% growth for the overall supply of houses during the same period

2. Shift from product to portfolio

Investors are moving away from single-product bets toward diversified,goal-oriented portfolio solutions, including multi-asset allocations, PMS, discretionary mandates, and alternate/private assets. Mutual funds,

AIF and PMS flows highlight a growing appetite for professionally managed equity, hybrid, and alternative allocations. This is creating strong demand for integrated portfolio solutions rather than standalone product sales.

3. Need for advice: Digital-first & Bespoke

Clients increasingly expect the convenience of digital access alongside curated, human-led advice for needs such as investments, tax planning, estate structuring, etc. The emerging preference is for a hybrid model - seamless digital onboarding, analytics, and reporting complemented by relationship managers for bespoke planning. The steady rise in depository accounts underscores both the broadening of capital market participation and the acceleration of digital adoption among investors, expanding the addressable market for digitally enabled advisory services.

Supply-Side Dynamics

1. Digital transformation

Significant investments in end-to-end digital platforms, covering onboarding, KYC, CRM, portfolio reporting, and analytics, are reducing operating costs per client and enhancing the experience for both clients and relationship managers. Technology is also boosting RM productivity and enabling greater personalisation at lower incremental cost, a critical enabler for capturing the structural opportunity ahead.

2. R egulatory reforms

Regulatory changes are expanding the product toolkit for wealth managers while also increasing compliance requirements. Recent SEBI initiatives allowing newer fund strategies and tightening disclosure/oversight norms are reshaping both product availability and risk management standards. These changes create opportunities (through new products) and challenges (through higher governance and compliance costs).

3. Rising competition and increasing costs

The markets potential has attracted multiple new entrants, domestic, global private banks and fintechs scaling up their focus. Competition for experienced RMs is intensifying, pushing up acquisition and retention costs, especially in affluent and above-client segments. At the same time, regulatory compliance obligations and technology investments are raising the overall cost base – pressuring margins for firms that cannot meaningfully by service quality.

4. Consolidation & institutionalisation

The industry is shifting toward larger, more institutionalised players via M&A, platform consolidation, and joint ventures. This trend delivers scale benefits, lower unit costs and broader product shelves, while also raising expectations for compliance, governance, and risk management. Firms that professionalise quickly are likely to emerge as long-term winners. Others will consolidate or fail.

Asset Management in India

The alternatives ecosystem in India, comprising listed equities, private equity, venture capital, real assets and credit strategies has moved from a niche segment into a fast-growing asset class. Over the last decade the industry has grown remarkably reaching an AUM base more than USD 480 billion as of March 2024. Over the next decade, the alterative AUM market is expected to grow by 5x and reach the size of ~USD 2,500 billion. This structural growth is supported by rising domestic capital participation, deeper capital markets and an improving regulatory framework that is making alternatives more accessible to domestic investors.

The alterative AUM market is expected to grow by 5x over the next decade from ~USD 480 billion to USD 2,500 billion

Demand-Side Dynamics

1. Rising allocations from HNIs and UHNIs

Wealth accumulation in India continues to accelerate. Indias high-net-worth population and wealth pool have been growing, broadening the investor base that seeks exposure to alternative investments for higher, differentiated returns and holistic portfolio construction. This creates a large addressable retail and private wealth market for AIFs and customised mandates.

2. Search for alpha and risk-adjusted returns

With public market volatility and cyclical uncertainty, institutional and private investors are allocating to strategies that can deliver excess returns through active ownership, operational improvements, and access to private deal flow.

3. Need to diversify across asset classes

Investors are increasingly turning to alternatives such as private credit, real assets, structured credit, and special situations to reduce correlation with public markets while addressing long-term liabilities and income needs. This trend is especially pronounced among family offices, large pools of capital such as pension funds, and insurance-linked investors seeking reliable yield and protection against inflation. The resulting shift in allocations is driving greater appetite for alternates including real assets (infrastructure, real estate) and private credit. At the same time, allocations to traditional private equity may plateau or gradually give way to more income-generating, lower-beta strategies that offer steadier returns across market cycles.

Supply-Side Dynamics

1. Supportive macro trends

Large-scale shifts such as economic formalisation, rapid urbanisation, and sustained infrastructure growth are expanding the investable universe for alternative strategies. These trends create a steady pipeline of opportunities in sectors like logistics, renewable energy, digital infrastructure, and urban real estate, enabling managers to deploy capital at scale while tapping into Indias long-term growth story.

2. Talent migration into alternatives

Experienced investment professionals, operators and industry specialists are moving from mutual funds, corporates and banks into private markets and alternative managers, improving deal execution capabilities, and scaling operational due diligence capacity.

3. Product innovation

Managers are launching a wider set of solutions (credit funds, structured products, sector specialist funds, seeding and growth vehicles, structured secondaries, and hybrid mandates) that meet diverse investor needs and lower the minimum friction to access alternatives. Emergence of continuation funds are providing flexible exit strategies for LPs, especially in a maturing ecosystem.

4. Evolving regulatory framework

SEBI and related market bodies have introduced greater clarity through consultation papers and new guidelines aimed at strengthening governance, valuation norms, and investor protection. These measures are enhancing transparency and operational discipline, giving institutional investors greater comfort, and accelerating domestic fundraising. In parallel, the progressive refinement and alignment with global best practices are broadening the markets appeal to offshore capital and supporting the long-term institutionalisation of the alternatives industry.

Mutual fund industry has achieved significant scale and mainstream adoption

Indias mutual fund industry has grown into a 74 trillion AUM market as of June 2025, supported by strong retail participation, rising SIP inflows exceeding 200 billion per month, and deeper penetration beyond metro cities.

Equity-oriented schemes continue to lead inflows, while debt and hybrid products cater to varied liquidity and income needs. The MF industrys strengths lie in its robust regulatory framework, daily liquidity, and cost efficiency, making it the default choice for mass-market investors.

Despite this growth, Indias MF Industry is much smaller than the global average. Indian AMC space is considerably underpenetrated compared to the global peers reflected by AUM to GDP ratio of 18% for India compared to the world average of 74%.

However, as investorofAIFregulations sophistication rises and portfolio needs become more nuanced, many HNIs and UHNWIs look for investments beyond traditional MF strategies, towards PMS, AIFs, and now SIFs for greater flexibility, targeted exposures, and differentiated return profiles.

Specialised Investment Funds (SIFs) – a strategic new bridge in Indias asset management landscape

SEBIs introduction SIFs effective April 1, 2025, markssignificantinnovation in Indias asset management space. Positioned between Mutual Funds and PMS/AIF structures, SIFs are designed to offer greater flexibility in investment strategies while retaining a regulated, pooled-vehicle format. With a minimum investment threshold of 10 lakh (lower for accredited investors) and eligibility restricted to AMCs with a strong track record or experienced CIOs, SIFs combine targeted strategy design with the governance and transparency associated with mutual funds.

For Indian AMCs, SIFs open a new growth avenue to attract and retain affluentinvestors, drive product innovation, and enhance competitiveness in a maturing market. Additionally, SIFs present a significant distribution opportunity for wealth management firms. The successful launch of the SIFs would set the tone for broader adoption and further deepen Indias alternative investment landscape.

The table below compares the key features of Mutual Funds, PMS, AIFs, and the newly introduced SIFs, illustrating how the expansion of these vehicles reflects the evolution of Indias asset management industry towards a more diverse, sophisticated, and investor-centric product landscape.

Feature / Parameter

Alternatives Assets Portfolio Management Services (PMS) Mutual Funds Alternative Investment Funds (AIF) Traditional Mutual Funds (MF) Specialised Investment Funds (SIF)

Regulatory framework

SEBI-regulated, but more flexibility in portfolio construction; customised for individual investors SEBI-regulated; categories I, II, III with different investment scope and leverage rules Highly regulated by SEBI; daily NAV, liquidity, and disclosure norms SEBI-regulated new category (effective Apr 1, 2025) with targeted strategies and pooled format

Minimum investment

50 lakh 1 crore Low ( 500– 5,000 for most schemes) 10 lakh (5 lakh or lower for accredited investors)

Liquidity

Moderate; depends on portfolio holdings Low to moderate; typically, multi-year lock-in High; daily redemption (except close-ended funds) Moderate; structure-specific, but more flexible than AIFs

Investor profile

HNIs, UHNWIs UHNWIs, institutions, family offices Mass retail, HNIs, institutions Affluent, sophisticated investors seeking regulated yet flexible strategies

Strategy flexibility

High; tailor-made portfolios Very high; can pursue niche, high-risk, or illiquid strategies Limited to MF mandates; no leverage beyond prescribed limits High; allows equity, debt, hybrid, long-short, sector rotation, up to 25% in unhedged derivatives

Costs

Higher; fixed + performance fee model Higher; fixed + performance fee model Low (TER capped by SEBI) Likely competitive vs PMS/AIF, with MF-style governance

Typical use case

Bespoke, concentrated, active strategies for HNIs Alternative, high- alpha, illiquid or thematic plays Core portfolio building, long-term wealth creation Regulated access to sophisticated strategies with moderate ticket size

Asset Services in India

Indias asset services industry, spanning clearing, settlement, custody, safekeeping, and fund-administration, is poised for a period of sustained expansion. The country currently accounts for just ~1% of global Assets under Custody (AUC), versus 4.3% of global market capitalisation and 3.5% of global GDP in nominal terms, signalling significant headroom for cross-border asset pools deepen. The market is served by 17 registered custodians, including 4 non-bank providers, reflecting a competitive and diverse landscape with opportunities for differentiated models.

Structural demand is accelerating, fuelled by rising institutional and retail participation, record growth in mutual fund AUM, increased foreign portfolio investor

(FPI) activity, and faster settlement cycles. Simultaneously, technology upgrades, including T+1 settlement, straight-through processing, and cloud-based platforms, are enabling greater scale, efficiency, and new product support. An evolving regulatory framework is further as both domestic and reinforcing the role of regulated, well-capitalised service providers. Together, these factors position incumbents and specialist players to capitalise on a multi-year growth runway in Indias markets infrastructure business.

Demand-Side Dynamics

1. Str ong Fundamentals: Markets Business

Indias deepening and modernising financial markets provide a robust foundation for sustained expansion in asset services. Backed by rising transaction volumes, greater product diversity, and expanding investor participation, the markets infrastructure business is well positioned to capture long-term growth as the countrys financial activity accelerates.

2. Rising Asset Pools

The rapid expansion of Indias financial asset base is a primary growth engine for the asset services industry. Mutual fund AUM stood at 74 trillion as of June 30, 2025, complemented by steady growth in pension funds, life insurance assets, and foreign portfolio investor (FPI) inflows. This enlarging pool of investible assets requires scalable custody, administration, and reconciliation infrastructure.

3. Deeper Markets & Product Complexity

The breadth of investible instruments has widened significantly, encompassing expanded derivatives, exchange-traded funds (ETFs), offshore listings, and greater cross-border investment flows. This has increased operational complexity and heightened demand for specialist clearing and settlement capabilities.

Supply-Side Dynamics

1. Technology integration

Adoption of T+1, API-driven connectivity, STP, reconciliation engines and cloud platforms are enabling scale, efficiency, and new product support.

Further technology is being leveraged to make infrastructure resilient through adoption of enhanced cybersecurity tools. These upgrades lower per-unit servicing cost and improve time-to-market for clients. Players are leveraging technology to make infrastructure more efficient (cloud-native platforms) and resilient (enhanced cybersecurity).

2. Regulatory clarity & compliance demand

Heightened compliance, KYC/AML, client asset segregation rules and reporting requirements push asset managers to outsource to regulated custodians and clearing partners. These changes are further strengthening the value proposition of custodians.

3. Expanding Services Portfolio

Custodians and clearing members are evolving into full-stack market infrastructure providers, offering an integrated suite of services that extend beyond traditional execution or safekeeping. The expanded scope includes services like, providing seamless, compliant gateway to multiple exchanges, providing single operational and compliance framework, and partnering in risk and capital management. This is helping asset managers to focus on core investment activity and use services of clearing member and custodians to deliver efficient and compliant back- and middle-office support.

Capital Markets in India

Indias capital markets ecosystem, covering institutional equities and investment banking has entered a structurally stronger growth phase. Robust economic expansion, deepening domestic savings, and rising corporate fundraising needs are driving sustained activity across both primary and secondary markets. Indias stock market capitalisation as on February 2025 stood at approximately USD 4.4 trillion, making it the fourth-largest globally, and is poised for continued growth.

Equity Capital Markets (ECM) have seen record issuance volumes in recent years, with IPOs, follow-on public offerings, and qualified institutional placements reflecting both strong investor appetite and corporate growth ambitions. Fund-raising by Indian corporates reached an all-time high in FY 2025, with corporates raising

3.88 trillion in equities and 11.12 trillion through debt instruments, according to Prime Database. The mergers and acquisitions (M&As) in India rose by 26.4% to reach ~USD 100 billion in FY 2025 compared to USD 79.05 billion worth of deals reported in the previous fiscal. Industry experts predict M&A activity to remain robust in the new financial year, driven by evolving deal structures changing market conditions.

Secondary markets are equally buoyant, with higher cash and derivatives turnover supported by increased participation from mutual funds, FPIs, and a growing base of sophisticated domestic investors. While FIIs (Foreign institutional investors) withdrew funds amid a stronger US dollar and higher yields in other markets, domestic institutional investors however, provided some stability with inflows.

Technology adoption including algorithmic trading, direct market access, and advanced analytics is improving execution quality and operational efficiency, while regulatory reforms by SEBI have enhanced transparency, governance, and market depth. Together, these structural tailwinds provide a multi-year runway for well-capitalised, full-service platforms to capture market share through a combination of product innovation, sector expertise, and global distribution reach.

Demand-Side Dynamics

1. Gr owing Corporate Fundraising Needs

Capital expenditure, business expansion, deleveraging, and listing ambitions across diverse sectors continue to fuel demand for Equity Capital Markets (ECM), Debt Capital Markets (DCM), and advisory services.

A strong pipeline of large IPOs including marquee filings underscores the opportunity for sustained deal activity.

2. Rising Institutional & Retail Participation

The steady increase in mutual fund AUM and active foreign portfolio investor (FPI) participation is driving demand for distribution capabilities across block trades, bookbuilding, and institutional placements.

3. Wealth Creation & Secondary Market Liquidity

Greater market liquidity, aided by improved market infrastructure and robust trading volumes, is encouraging broader investor participation and generating higher transaction flows for institutional sales and trading desks.

Supply-Side Dynamics

1. T echnology & Algo Execution

Adoption of electronic trading, direct market access (DMA), smart order routing, and algorithmic execution tools is lowering trading costs, enhancing execution quality, and supporting high-volume institutional activity.

2. Expanded Service Portfolio

The evolution toward full-stack offerings encompassing ECM, DCM, M&A, research, structured products, and custody/prime broking is enabling platforms to capture a larger share of client wallet and deepen relationships.

3. Regulatory Framework & Market Infrastructure

Proactive reforms by SEBI, enhanced market transparency, and improved listing frameworks have strengthened investor confidenceand expanded the addressable market for capital raising and trading activities.

Threats

The wealth management industry operates in a dynamic environment influenced by regulatory, technological, economic, and market forces. While the sector continues to evolve, it also faces several challenges that require proactive risk management and strategic adaptability. Key threats include:

1. Global Economic Uncertainty

P ersistent global economic headwinds, including inflationary pressures, interest rate volatility, geopolitical tensions, and slowing GDP growth, pose challenges to both investor sentiment and asset performance. These macroeconomic factors may affect client investment behaviour, asset inflows, and the overall growth trajectory of the wealth management industry.

2. Ev olving Regulatory Landscape

As with other financial services institutions, we are also subject to ongoing regulatory oversight. Frequent amendments to regulatory frameworks – whether domestic or global – can lead to disruptions. While these changes ultimately aim to enhance transparency and investor protection, they also demand significant agility and investment in governance frameworks.

3. Height ened Competitive Intensity

The wealth management industry is facing dual pressures: heightened competition from both domestic and global entrants, and increasing challenges in attracting top talent – especially experienced relationship managers. As client expectations rise and digital capabilities become critical differentiators, firms must invest in innovation, personalised service, and a strong talent strategy that emphasises training, technology integration, and a purpose-driven culture to stay ahead.

4. Cybersecurity and Data Privacy Risks

With the increasing digitisation of client interactions and reliance on technology platforms, the risk of cyber threats is more acute than ever. Data breaches, ransomware attacks, and other cyber incidents could result in significant reputational damage, regulatory fines, loss of client trust, and operational disruptions.

A robust cybersecurity infrastructure and incident response strategy are essential to mitigate these risks.

5. T echnological Disruption

R apid advancements in artificial blockchain, and automation are reshaping how wealth is managed. While these technologies offer efficiency and scalability, they also introduce disruption risk. Failure to innovate or integrate technology effectively risk being outpaced by more agile competitors.

Company Overview

As one of Indias leading integrated wealth management companies in India, Nuvama oversees 4.3 trillion of client assets and caters to a diverse set of clients. Nuvama offers wealth management solutions, covering investment advisory, estate planning, investment management, lending and broking services for individuals, institutions,

CXOs, professional investors, and family offices. It also offers a wide bouquet of alternative asset management products and is a leading player in asset services and capital markets.

Nuvamas Core Competencies

Strong Promoters and Experienced Leadership

Nuvama benefits from the expertise and financial strength of PAG, a leading global investment firm with over USD 55 billion in AUM. This strong promoter backing is complemented by an experienced management team with a proven track record of navigating diverse market cycles and building scalable, resilient businesses. Together, this combination of global expertise and seasoned leadership provides Nuvama with a solid foundation for sustainable growth.

Integrated and Differentiated Platform

Nuvama has built a scalable, integrated platform that delivers a wide range of client-centric services across business segments. This unique platform not only attracts top talent seeking roles that go beyond traditional services, but also empowers them to deliver innovative, bespoke solutions grounded in deep client understanding.

Our hybrid model combining the expertise of relationship managers and bankers with the efficiency of technology, helps us scale effectively while enriching client experience, particularly in the affluent and HNI segment. By bringing together breadth of capabilities, human insight, and digital enablement, Nuvama offers a truly differentiated proposition to clients.

Scaled & multi-client segments with reach across India

Nuvama serves diversified clientele which includes affluent and HNI, UHNI, and corporate and institutions through our wealth management, asset management, asset services and capital markets business segments. As on March 31, 2025, we have served more than 1.2 million affluent and HNI clients, and more than 4,250 UHNI and family offices. We have established reach in 500 locations covering most parts of India, through our branch presence at over 70 locations with more than 1,300 RMs and more than 20,000 partners. Our asset management business serves more than 4,400 investors. As on March 31, 2025, our capital markets businesses served to more than 900 institutional and corporate clients. We have total client assets of 4.3 trillion as on March 31, 2025, and these have grown at CAGR of 28% over last 4 years.

Proven execution with diversified revenue streams and strong capital base:

Over the past five years, Nuvama has consistently delivered growth in both revenues and profits across all business segments. Our diversified revenue streams provide balance and resilience, driving secular growth while offering a reasonable cushion against systemic risks. Supported by a strong capital base, this disciplined execution positions us well to capture opportunities and sustain performance across market cycles.

Robust Technology Platform

Nuvama leverages the power of technology to deliver a best-in-class client experience. Our full-stack platform offers end-to-end capabilities across the value chain, from digital onboarding and straight-through transaction processing to seamless servicing, engagement, and portfolio reporting. This robust technology backbone also empowers our relationship managers and external wealth managers with advanced tools to provide personalised advice and manage client relationships more effectively, driving higher client satisfaction, efficiency, and operational excellence.

Relationship Capital: Powering our growth

Our success across Wealth Management, Asset Management, Asset Services, and Capital Markets is enabled by a deep and diverse relationship network. This ecosystem connects our internal talent including our employees, relationship managers, investment specialists, institutional bankers with an expansive external stakeholder base comprising clients, external wealth managers, distributors, asset manufacturers, institutional counterparties, issuers, and market intermediaries. It also extends to credit rating agencies, research analysts, and other market influencers who shape investor confidenceand facilitate capital market access. Together, these relationships create seamless access to capital, products, and opportunities, enabling us to deliver differentiated value across market cycles.

Particulars

FY 2025 FY 2024 YoY %
Net revenue 29,013 20,627 41%
Total cost 15,904 12,791 24%
Operating profit 13,109 7,836 67%
Operating profit after tax (PAT) 9,862 5,970 65%
RoE 31.5% 23.6%
Cost to income ratio 55% 62%
Net worth 34,901 28,948 21%

Financial Performance:

1. R evenues grew by 41% from 20,627 million in FY 2023-24 to 29,013 million in FY 2024-25.

2. Operating Profit After Tax (PAT) grew by 65% from 5,970 million in FY 2023-24 to 9,862 million in

FY 2024-25.

3. Cost to income ratio has improved from 62% in FY 2023-24 to 55% in FY 2024-25.

4. Return on Equity (RoE) increased from 23.6% in FY 2023-24 to 31.5% in FY 2024-25.

5. Consistent dividend payout of ~48% of the operating profit for the year.

Closing client assets by segment ( in billion)

Segment

. Our capabilities and client As on As on
March 31, 2025 March 31, 2024
Wealth Management 2,933 2,478
Asset Management 113 70
Asset Services 1,260 912

Total Client Assets

4,306 3,460

Wealth Management

In our Wealth Management business, both our segments, Nuvama Wealth serving affluent and HNI clients and Nuvama Private serving UHNI clients, delivered robust performance in FY25. Client Assets grew 18% YoY to 2.9 trillion, driven by healthy net flows and a strategic focus on annuity revenues. Revenues grew by 20% YoY to 14,276 million in FY25 and profit before tax grew by 14% YoY to

4,750 million. We continued to invest by strengthening our human and technology capabilities. We strengthened our sales capacity by adding over 100 net new RMs during the year, taking the total to over 1,300, alongside deepening and expanding our geographic footprint onshore and offshore. Multiple technology enhancements, including the adoption of AI-based tools, improved client engagement andoperational service excellence were recognised with prestigious accolades.

Nuvama Wealth

Affluent and High Net Worth (HNI) Client Segment

Key Highlights:

1. Revenue for the segment grew by 22%, rising from

6,688 million in FY 2023-24 to 8,170 million in

FY 2024-25. Managed Products and Investment Solutions (MPIS) revenue grew faster at 29% YoY.

2. Operating PBT increased by 17% reaching 2,694 million from 2,310 million in the previous fiscal.

3. Client assets grew by 20%, from 779 billion as of March 31, 2024, to 938 billion by March 31, 2025 reflecting both strong net flows and asset performance. MPIS assets grew at 29% YoY.

4. Our continued emphasis on MPIS helped us attract net new flows of 65 billion. Net new money from

MPIS grew by 30% over FY 2023-24, underscoring our success in aligning clients with suitable long-term investment strategies. Within MPIS, our strategic focus on annuity products contributed to a strong managed products NNM growth of 68% YoY.

5. We onboarded 104 new RMs bringing our total RM strength to over 1,200.

6. Leveraging technology as a key enabler, developed ‘One Platform a single platform for all stakeholders (Client, RM, EWMs) catering to end to end wealth management needs. Powered by AI, ML and data analytics to drive efficiency and enhance customer experience.

7. Launched portfolio solutions tool, MARS, an industry leading multi-asset class reporting supported by inhouse advisory engine.

8. Successfully integrated AI across multiple use cases, including NUWAI an AI-powered training app aimed at enhancing RM capabilities and elevating client interactions. Initial adoption and feedback have been highly positive.

9. A strong NPS of 78 underscores sustained client confidence and a positive service experience.

Nuvama Private

UHNI Client segment

Key Highlights:

1. Revenues grew by 18% from 5,193 million in FY 2023-24 to 6,107 million in FY 2024-25.

2. Operating PBT grew by 11% from 1,849 million in FY 2023-24 to 2,056 million in FY 2024-25.

3. Client Assets grew 17% from 1,699 billion as at end of FY 2023-24 to 1,995 billion in FY 2024-25.

4. We strategically prioritised Annual Recurring Revenue (ARR)-generating assets as a key growth driver, resulting in robust inflows. Net flows into ARR assets surged by 52%, increasing from 66 billion in FY 2023-24 to 101 billion in FY 2024-25, while total net flows for the year reached 92 billion.

5. Our strong platform continues to attract talent.

We added 12 new RMs this fiscal, taking our RM count to 130+.

6. Internationally, we received regulatory approval to establish our offshore presence at the Dubai

International Financial Centre (DIFC) in July 2024. The office is now fully operational and serves as a strategic hub for our global clients.

7. Domestically, we opened a new office strengthening our reach across key wealth corridors in India.

8. Enhanced brand equity through an expanded physical and digital presence, along with multiple industry accolades.

9. Strengthened the technology ecosystem with key upgrades across Miles, Advisor Edge, and the Mobile Application.

10. Integrated AI tools across processes, including

Proposal Builder and Client Reporting, to drive efficiency.

Asset Management

Our asset management business continues to scale meaningfully, driven by strong execution across product innovation, distribution expansion, and platform development. In FY 2024-25, we delivered robust growth in both revenues and assets, while taking strategic steps to build long-term capability and market presence.

Key Highlights:

1. Management fees grew by 30%, rising from 452 million in FY 2023-24 to 589 million in FY 2024-25.

2. AUM increased by 62%, from 70 billion to 113 billion, with 92% of the AUM being fee-paying, underscoring the quality and depth of our client relationships.

3. During the year, we broadened our product suite to meet the growing demand for differentiated investment strategies. Our Commercial Real Estate

Fund completed its first close, successfully raising

17 billion, while we also launched a Flexi Cap Fund under the public markets segment, further enhancing our offerings across asset classes.

4. We recorded strong net inflows of 45 billion, supported by both new fund launches and the expansion of existing strategies that demonstrated top quartile performance. This reflects the strength of our investment philosophy and continued trust from investors.

5. On the distribution front, we significantly expanded our reach across domestic and international channels, strengthening partnerships with private banks, MNC banks and wealth platforms to scale access to our investment products.

6. In parallel, we took important steps to build for the future. We have submitted an application to SEBI for a Mutual Fund licence, which will enable us to launch schemes under the Specialised Investment

Fund category, opening new avenues for growth and product innovation.

Asset Services

It has been a breakout year for this business. Both international and domestic clients have grown meaningfully. We continue to onboard new clients and scale existing ones in this segment.

Key Highlights:

1. Revenues grew by 99% from 3,286 million in

FY 2023-24 to 6,553 million in FY 2024-25.

2. Assets under custody and clearing grew 38% from

912 billion as at end of FY 2023-24 to 1,260 billion in

FY 2024-25.

3. We have a leading market share in International Institutional Client Group (IICG) and Domestic Institutional Client Group (DICG) segments, with winning ~20% of new accounts registered.

4. Built a strong customer value proposition combining product, risk management, and technology.

5. Enhanced business granularity, successfully onboarded marquee accounts in IICG, with 30% of revenues generated from clients added in the last three years.

6. Developed a robust pipeline, collaborating with several large players poised to enter and scale.

7. Strengthened enterprise capabilities across resources, operations, and service to create a competitive edge.

Capital Markets

In Capital Markets, we retained one of the leading positions in respective segments, capitalising on the favourable market environment. Robust primary & secondary capital markets and increased market share led to the growth in business revenue and profitability.

Key Highlights:

1. Revenues grew 59% from 4,765 million in FY 2023-24 to 7,589 million in FY 2024-25.

2. We improved our IB IPO market share from 11% in FY24 to 18% in FY25 (As per Prime Database).

3. Dominated fixed income market rankings and stood #1 in Public Debt Issue and #4 in Private Placement

(As per Prime Database).

4. Hosted flagship IE conference "Nuvama India Conference 2025: India: Reformed, Resilient, Resurgent".

5. Improved traction on One Nuvama: Over 200+ leads shared between IB/IE and Nuvama Private.

Business Outlook

Nuvamas consistent performance underscores the strength, resilience, and scalability of our diversified business model. Backed by strong structural tailwinds, we are poised to accelerate our growth trajectory while further institutionalising our practices to deliver sustained value creation.

In Wealth Management, we expect sustained, robust growth. Our priorities include deepening relationships, scaling capacity, enhancing technology platforms, and strengthening client engagement models through improved customer value proposition.

In Asset Management, we will expand existing strategies and launch new ones in areas such as private credit and real assets to accelerate AUM growth. We will also broaden our distribution reach across India and offshore markets.

In Asset Services, our focus will be on onboarding new clients, scaling relationships with existing ones, and enhancing our value proposition to be future-ready for higher scale.

In Capital Markets, we will aim to grow market share, deepen our fixed income capabilities, and leverage One

Nuvama synergies across business segments.

Risk Management

Our comprehensive risk management approach ensures timely identification, assessment, and mitigation of key business risks. The Risk Management Committee provides oversight and monitors policy implementation, while each operational entity maintains tailored risk controls specific to its business activities. Our framework addresses all foreseeable operational risks with appropriate mitigation strategies, detailed in the following section.

Internal Control Systems and their Adequacy

The Company has implemented robust policies and procedures to ensure that its system of internal controls, including internal financial controls, is commensurate with the nature, size and complexities of the Companys business. The system of Internal Financial Controls is designed to ensure the effectiveness and efficiency of operations, providing financial and operational information, safeguarding assets, preventing and detecting fraud and errors, ensuring the accuracy and completeness of accounting records, and compliance with applicable laws and regulations.

The internal control system operates on the principle of three lines of defence. The first line of defence consists of the Business, Operations, and IT units, responsible for the proper and effective implementation of policies and controls. They are responsible for identifying and managing risks within their respective departments or business areas. The second line of defence comprises control functions such as Risk Management and Compliance, which establish necessary policies and controls. They provide oversight over the first effectiveness. The Internal Audit, serving as the third line of defence, operates independently from both business and risk functions. It conducts impartial evaluations and assessments of the first two lines of defence.

The internal control system is regularly tested and reviewed by the internal auditors, an independent external firm collaborating closely with the Internal Audit Department and reviewed by the Audit Committee of the Board.

Internal audits comprehensively cover key business areas, including Operations, Risk Management, Compliance, information technology, finance and accounts, and other enterprise functions. Audit observations, including those pertaining to subsidiaries, along with subsequent action reports are reviewed by the Audit Committee on a quarterly basis.

The Company believes that these systems provide reasonable assurance regarding the adequacy and effective operation of its internal controls as intended.

Technology Adoption

At Nuvama, technology is the core enabler of our vision for the future. We continue to invest in advanced digital platforms, automation and AI-led solutions across our businesses. Our digitalisation drives superior client experience through seamless onboarding, robust mobile application enhanced RM capabilities and secure, scalable systems. Over 350 processes have been automated, saving significant man-hours and efficiency. Cybersecurity remains a priority with advanced threat detection, data protection and compliance with line of defence to ensure compliance and regulatory frameworks. Recognised with multiple industry awards, our technology leadership positions us strongly to deliver innovation, scalability and resilience and stay ahead in dynamic financial services landscape.

Read more on our technology initiatives during the year on page 38

Human Resource

Our employees are cornerstone of our success and the force behind our growth, driving success through a people-first approach anchored in our Execution, Fairness and Growth (EFG). Through the VoiceItRight initiative, we actively listened to employee feedback, shaping HR strategies like the launch of Nuvama Cares – Our holistic wellness platform, Applaud – Our recognition platform and implemented multiple business- specific Our learning framework empowered over 900 employees with behavioural, function and technical skills, while 10% of senior leaders completed prestigious leadership interventions from top B-schools. Well-being initiatives, including counselling, Wellbeing Wednesdays, and inclusive mediclaim policies, underscore our commitment to holistic employee health. Diversity and inclusion thrive with a substantial woman in the workforce supported by leadership development for high-potential women and inclusive policies for LGBTQ+ partners.

Strategic hiring focussed 74% of new recruits on client-facing roles, enhancing our operational excellence. By embedding EFG values through initiatives like #KnowYourValues and the AI-powered Applaud platform, we foster a culture of engagement, transparency, and sustained loyalty, positioning Nuvama as a resilient, future-ready organisation.

Cautionary Statement

The Management Discussion and Analysis may contain some statements describing the Companys objectives, plans, projections, estimates, and expectations which may be ‘forward-looking statements within the meaning of applicable securities laws and regulations and are based on informed judgements and estimates. Actual results may differ materially from those expressed or implied due to external and internal factors, various risks and uncertainties. These risks and uncertainties include the effect of economic and political conditions in India, volatility in interest rates, new regulations and government policies that may impact the Companys business.

The Company does not undertake any obligation to publicly amend, modify, or revise these forward-looking statements based on subsequent developments, information, or events.

Directors Report

To the Members,

The Board of Directors (‘Board) of your Company hereby present their 32nd Annual Report together with the Audited Financial Statements for the Financial Year (‘F.Y.) ended March 31, 2025:

FINANCIAL HIGHLIGHTS

The summary of the Companys financial performance, both on a consolidated and standalone basis, for the F.Y. 2024-25 as compared to the previous F.Y. 2023-24 is given below:

Particulars

Consolidated Standalone
2024-25 2023-24 2024-25 2023-24
Revenue from operations 41,582.69 31,558.12 13,543.72 6,537.93
Other income 110.39 19.08 28.62 1.01

Total income

41,693.08 31,577.20 13,572.34 6,538.94
Total expenses 28,583.79 23,478.63 6,990.87 5,463.64

of associate and joint Profit

13,109.29 8,098.57 6,581.47 1,075.30

venture and tax

Share in profit of associate 107.51 32.53 - -
Share in loss of joint venture (33.72) (11.08) - -

Profit BeforeTax

13,183.08 8,120.02 6,581.47 1,075.30
Tax expenses 3,332.44 1,871.60 604.40 94.38

Profit

9,850.64 6,248.42 5,977.07 980.92
Other comprehensive income (5.39) (71.01) 0.59 (79.80)

Total comprehensive income

9,845.25 6,177.41 5,977.66 901.12

Profit /

? Owners of the Company 9,861.75 6,253.21 - -
· Non-controlling interest (11.11) (4.79) - -

Other comprehensive income for the year attributable to:

? Owners of the Company (5.38) (71.03) - -
· Non-controlling interest (0.01) 0.02 - -

Total comprehensive income for the year attributable to:

? Owners of the Company 9,856.37 6,182.18 - -
· Non-controlling interest (11.12) (4.77) - -

Opening Balance of Retained earnings

11,611.10 (7,089.68) 854.15 (12,683.10)
Add: Profit for the year 9,861.75 6,253.21 5,977.07 980.92
Add: Other comprehensive income for the year (23.62) 6.34 0.59 5.09
Add: Adjustment pursuant to Scheme of arrangement - 12,353.58 - 12,353.58
Add: Other adjustments (172.65) 87.65 29.79 197.66
Less: Dividend paid (5,139.26) - (5,139.26) -

Closing Balance of Retained earnings

16,137.32 11,611.10 1,722.34 854.15

For details, refer section on Financial Statements.

Transfer to Reserve

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

REVIEW OF BUSINESS AND OPERATIONS,

STATE OF AFFAIRS OF THE COMPANY AND

MACRO-ECONOMIC OUTLOOK

The Company reported consolidated net revenue of

Rs. 29,013 million for the F.Y. 2024-25 which was up by 41% as compared to the previous F.Y. The revenue streams continue to be diversified across our 4 business segments namely Wealth Management, Asset Management, Asset Services and Capital Markets. The consolidated operating profit after tax of Rs. 9,862 million, for the F.Y. 2024-25, is up by 65% as compared to the previous F.Y. For further details, you may refer to 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. 2024-25 to which the Financial Statements relate and the date of this Directors Report.

DIVIDEND

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/Dividend-Distribution-Policy.pdf

The Board of the Company declared and paid two (2) interim dividends during F.Y. 2024-25, the details are as follow:

Date of Declaration

Amount of dividend per equity share (Rs.) Face value per equity share (Rs.) Percentage of Dividend (%)
July 26, 2024 81.5 10 815
October 25, 2024 63 10 630

The dividend payout for the year under review were in accordance with the Companys Dividend Distribution Policy.

The dividends that are unclaimed/unpaid for seven years shall be transferred to the Investor Education and Protection Fund (‘IEPF) administered by the Central Government within the stipulated time period. However, during the year under review, the Company did not have any obligation to transfer funds to IEPF.

The Company has appointed Ms. Sneha Patwardhan,

Company Secretary & Compliance Officer, as the Nodal

Officer for the purpose of co-ordination with IEPF. Details of the Nodal Officer are available on the website of the Company at https://www.nuvama.com/investor-relations/ investor-information/

SHARE CAPITAL

Authorised Capital:

The Authorised Share Capital of the Company as on March 31, 2025, stood as below:

Particulars

No. of shares Face value per share (Rs.) Total (Rs.)
Preference 12,000,000 1,000 12,000,000,000
Shares
Preference 460,000 10 4,600,000
Shares
Equity 799,540,000 10 7,995,400,000
Shares

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

Issued, Subscribed and Paid-up Capital:

During the year under review, the Company allotted

665,755 equity shares of Rs. 10 each pursuant to exercise of Employee Stock Options under the Nuvama Wealth

Management Limited - Employee Stock Option Plan 2021. All the shares issued by the Company rank pari-passu in all respects and carry the same rights as existing equity shareholders.

Accordingly, as on March 31, 2025, the issued, subscribed and paid-up share capital of the Company stood at Rs. 359,743,580/- consisting of 35,974,358 equity shares of face value of Rs. 10 each fully paid-up.

SHARE-BASED INCENTIVE SCHEMES

The Company has the following share-based incentive schemes for its employees including employees of its Subsidiary Company(ies) and Associate Company(ies) in force:

Nuvama Wealth Management Limited - Employee

Stock Option Plan 2021 (‘ESOP Plan)

• Nuvama Wealth Employee Stock Appreciation Rights

Plan 2024 (‘ESAR Scheme)

To retain key talent, attract high quality talent from the market, align employee rewards with shareholder value creation, and offer competitive remuneration opportunities to its employees including employees of its Subsidiary Company(ies) and Associate Company(ies), the Members of the Company via postal ballot on October 11, 2024, approved and implemented ‘ESAR Scheme for issue of Employee Stock Appreciation Right (‘ESAR). Under the ESAR Scheme, the employees are entitled to receive ESAR, which entitle them to receive appreciation in the value of the shares of the Company at a future date and in a predetermined manner, where such appreciation is settled by way of allotment of shares of the Company.

During the year under review, there has been no change in the ESOP Plan and ESAR Scheme.

A certificate from the Secretarial Auditor of the Company confirming that the ESOP Plan and ESAR Scheme have been implemented in accordance with the SEBI (Share

Based Employee Benefitsand Sweat Equity) Regulations,

2021 (‘SBEB Regulations) would be made available for inspection to the 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 share based payment, form part of Notes nos. 2.42 and 37.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 its system of internal controls, including internal financial effective, considering the nature, size, and complexity of its business operations. These controls are adequately designed and are functioning effectively. The Companys internal financial assurance regarding the accuracy and reliability of financial and operational information. It ensures compliance with applicable laws and regulations, safeguards the Companys assets, prevents and detects errors and fraud, maintains the completeness and accuracy of accounting records, and enforces adherence to corporate policies.

INTERNAL AUDIT

The Board at its Meeting held on May 10, 2024 appointed

M/s. KPMG Assurance and Consulting Services LLP, as

Internal Auditors of the Company for F.Y. 2024-25 to conduct the internal audit of the various functions of the Company and M/s. Infopercept Consulting Private Limited for performing Internal Audit of Information Security for

F.Y. 2024-25.

The Companys Internal Auditors adhere to established Internal Audit standards along with the guidelines issued by regulators and ensure compliance with Section 138 of the Act along with Rule 13 of the Companies (Accounts)

Rules, 2014, as amended and notified from time to time.

The Internal Audit function operates under the oversight of the Audit Committee of the Board. The Internal Audit team is responsible for monitoring and evaluating the effectiveness and adequacy of the Companys internal control systems, this includes ensuring compliance with internal and regulatory guidelines, risk management practices, operational systems, accounting procedures and policies at all Company locations. Internal Audit Reports, along with the action taken reports, are reviewed by the Audit Committee. Corrective actions wherever necessary are taken to strengthen the internal controls. The Company believes that these systems provide reasonable assurance that its internal controls, risk management, and governance frameworks are adequate and functioning 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 outstanding borrowing as on Marchcontrols, are appropriate and 31, 2025 is given in the Note nos. 2.14 and 2.15 of the

Standalone Financial Statements of the Company.

The details of creditcontrol system provides reasonable rating assigned to the various borrowing programmes form 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 nos. 2.4 and 2.37A of the

Standalone Financial Statements of the Company.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

As on March 31, 2025, the Company had 12 Subsidiaries, 1 Associate Company, 1 Joint Venture Company and the details are as under:

Particulars

Type

Indian Companies

1 Nuvama Clearing Services Limited Wholly owned subsidiary
2 Nuvama Wealth Finance Limited Wholly owned subsidiary
3 Nuvama Wealth and Investment Limited Wholly owned subsidiary
4 Nuvama Asset Management Limited Wholly owned subsidiary
5 Nuvama Capital Services (IFSC) Limited Wholly owned subsidiary
6 Pickright Technologies Private Limited Subsidiary

Foreign Companies

7 Nuvama Investment Advisors Private Limited Wholly owned subsidiary
8 Nuvama Investment Advisors (Hong Kong) Private Limited Wholly owned subsidiary
9 Nuvama Financial Services Inc. Wholly owned subsidiary
10 Nuvama Financial Services (UK) Limited Wholly owned subsidiary
11 Nuvama Investment Advisors LLC Wholly owned subsidiary
12 Nuvama Wealth Management (DIFC) Limited Wholly owned subsidiary

Joint Ventures/Associate Companies

13 Nuvama and Cushman & Wakefield ManagementPrivateLimited* Joint Venture
14 Nuvama Custodial Services Limited Associate

* Joint Venture through Nuvama Asset Management 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 form part of this Annual Report.

The Companys Financial Statements including the accounts of its subsidiaries, associate and joint venture which form part of this Annual Report are prepared in accordance with the Act and IND AS.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the Financial Statements of the subsidiaries, associate and joint venture in Form AOC-1 has been annexed to the Audited Consolidated Financial Statement. The statement also provides details of the performance and the financial position of each of the subsidiaries, associate and joint venture. The Consolidated Financial Statements presented in this Annual Report include financial results of the subsidiaries, associate and joint venture. The Audited Financial Statements of the subsidiaries, associate and joint venture of the Company for the F.Y.

2024-25, are available on the website of the Company i.e. www.nuvama.com.

MANAGEMENT DISCUSSION AND

ANALYSIS REPORT

In line with Regulation 34(2)(e) 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 (2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (‘BRSR) forms part of this Annual Report. The BRSR outlines the Companys key initiatives and performance across Environmental, Social, and Governance (‘ESG) parameters. Further, the requirement for reasonable assurance of BRSR Core and ESG disclosures pertaining to the value chain is not applicable to the Company for

F.Y. 2024 25.

CORPORATE SOCIAL RESPONSIBILITY

(‘CSR) INITIATIVES

Pursuant to the Act, Companies are required to spend at least 2% of their average net profits for three immediately preceding financialyears. Accordingly, your Company has spent Rs.10,540,000/- towards the CSR activities during F.Y. 2024-25.

The Company is dedicated to "Doing the Right Thing for

People, Planet, and Profit," prioritizing the creation of sustainable, long-term value for all stakeholders. In F.Y. 2024 25, our CSR initiatives were guided by our core objective of Investing in making "The Children - The Future more capable" while maintaining a strong commitment to environmental sustainability. Our efforts were aligned with the following key objectives:

Enhancing access to quality education for children from underserved communities

Promoting skill development and well-being of children and youth to support long-term empowerment

Encouraging ecological balance and raising environmental awareness through sustainable practices Through our CSR initiatives, we strive to create a deeper and more meaningful impact by fostering strong partnerships, taking a long-term perspective and aligning our efforts with the needs of the communities we serve. 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 brief details of the CSR Committee are provided in the Corporate Governance Report which forms part of this Annual Report.

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/2024/03/5.-CSR-Policy-1.pdf

The Annual Report on CSR Activities of the Company prepared 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 Directors Report.

BOARD OF DIRECTORS AND KEY

MANAGERIAL PERSONNEL DIRECTORS

a. Composition of Board

As on the date of this Report, the Board comprised of eight (8) Directors viz. one (1) Managing Director &

CEO, one (1) Executive Director, two (2) Non executive

Directors and four (4) Independent Directors, including one (1) woman Independent 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. In the opinion of the Board, all Directors including the Directors appointed / re-appointed during the year possess requisite qualifications, experience and expertise and hold high standards of integrity. The list of key skills, expertise and core competencies of the Board has been provided in the Corporate Governance Report.

b. Cessation:

During the year under review, Mr. Ramesh Abhishek

(Non-executive Non-Independent Director) and

Mr. Navtej S. Nandra (Independent Director) resigned from the Board of the Company with effect from

June 10, 2024, and August 5, 2024, respectively. Mr. Anthony Miller, Non-executive Non-Independent

Director resigned from the Board of the Company with effect from May 20, 2025.

The Board placed on record its sincere appreciation for the contribution made by Mr. Ramesh Abhishek, Mr. Navtej S. Nandra and Mr. Anthony Miller for their leadership, guidance and valuable contributions made during their tenure as Directors of the Company.

c. Directors liable to retire by rotation:

In accordance with Section 152 of the Act and the Articles of Association of the Company, Mr. Nikhil Kumar Srivastava is liable to retire by rotation at the ensuing Annual General Meeting (‘AGM) and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment as Director, liable to retire by rotation. The said re-appointment is subject to the approval of the Members.

d. Re-appointment:

Mr. Ashish Kehair was appointed as the Managing

Director and Chief Executive Officer (‘MD & CEO) on the Board of the Company with effect from September 21, 2021, for a period of 3 years. The tenure of Mr. Kehair as the MD & CEO expired on

September 20, 2024. Considering that Mr. Kehair has been instrumental in shaping Nuvama Groups strategic direction and expansion of business across geographies, the Members at its AGM held on August

5, 2024, re-appointed Mr. Kehair as the MD & CEO of the Company for a further term of 3 years, with effect from September 21, 2024.

Mr. Shiv Sehgal was appointed as Executive Director (‘ED) on the Board of the Company with effect from

January 11, 2022, for a period of 3 years. The tenure of Mr. Sehgal as an ED expired on January 10, 2025. Considering that Mr. Sehgal has been responsible for the Capital Market business which includes Institutional Equities (covering sales, research and trading) and Asset Services, the Members at its AGM held on August 5, 2024, re-appointed Mr. Sehgal as an ED of the Company for a further term of 3 years, with effect from January 11, 2025.

KEY MANAGERIAL PERSONNEL

a. Composition of Key Managerial Personnel

As on March 31, 2025, Mr. Ashish Kehair, Managing Director & CEO, Mr. Shiv Sehgal, ED, Mr. Bharat Kalsi,

Chief Financial Officer and Ms. Sneha Patwardhan,

Company Secretary, are the Key Managerial Personnel pursuant to Section 2(51) and 203 of the Act and Rules framed 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.

MEETING OF DIRECTORS

Meetings of the Board of Directors

During the year under review, the Board met seven (7) times.

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

Separate Meetings of the Independent Directors

The Independent Directors often meet without the presence of Managing Director & CEO, Executive Directors,

Non-Independent Directors or any other management personnel.

In compliance with the provisions of the Act and Regulation 25 of the Listing Regulations, a separate Meeting of Independent Directors of the Company was held on March 26, 2025, without the presence of Non-

Independent Directors and Members of the Management, inter-alia, to review the following:

• Performance of the Chairperson

Performance of the Independent Directors/ Non-

Independent Directors, and

• Performance of the Board as a whole and its Committees

The Independent Directors expressed satisfaction with the participation and constructive deliberations by all the Directors, including the Chairperson of the Board and Committee Meetings. The Independent Directors noted that the overall performance of the Non-Independent

Directors, Board, Committees and Chairperson was as expected, and Directors were able to guide the management efficiently and in a timely manner.

They also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board. All Independent Directors were present at the said Meeting. The Independent Directors expressed general satisfaction on the quality and sufficiency of the information.

Board Evaluation:

Pursuant to Regulation 17(10) of the Listing Regulations and Section 178 and Schedule IV of the Act and

Governance Guidelines on Board Effectiveness, the Board in consultation with the Nomination and Remuneration Committee (‘NRC) carries out the formal annual performance evaluation of the Board, its Committees and individual Directors. The Board has framed a Board Evaluation Policy for evaluating the performance of the Chairperson, Board, Executive Directors, Independent

Directors, Non-executive Directors and its Committees.

During the year under review, the Company had engaged with an independent external agency to conduct the performance evaluation by automating the process. Based on the prescribed criteria under the Listing Regulations and the Policy, a structured questionnaire-cum-rating sheet was deployed through the system seeking feedback of the Directors with regard to the performance of the Board, its Committees, the Chairperson and individual Directors. The questionnaire covered various evaluations criteria like common understanding of roles and responsibilities; composition of the Board being appropriate and diversified and the Board functioning as a team; the Board adequately reviewing and guiding corporate strategies such as restructuring, major plans and policies, budgets, performance & expenditure, effective response to crisis, if any, and ability to foresee the same; substantial business experience or professional expertise, initiatives taken and valuable contributions in the meetings etc.

Based on the feedback received from the Directors, a consolidated report was issued by the independent external agency and the summary of such performance evaluation was presented at the Independent Directors

Meeting of the Company held on March 26, 2025, and subsequently presented at the NRC and Board Meeting. The feedback was discussed at the aforesaid Meetings and the Board expressed its satisfaction with the evaluation process.

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.

In the opinion of the Board, all the Independent Directors fulfil the conditions specified under the

Regulations and are Independent of the Management and that there has been no change in the circumstances or situations, which exist or may be reasonably anticipated, that could impair or impact the ability to discharge their duties with the objective of independent judgment withoutanyexternalinfluence

All the Independent Directors of the Company have registered themselves with 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.

FamiliarizationProgrammefortheIndependent Directors

Pursuant to Regulation 25 of the Listing Regulations, the Company has framed a policy on Familiarization Programmes for Independent Directors. Details of the Familiarization Programme are provided in the Corporate Governance Report which forms part of this Annual Report. The Policy on Familiarization Programmes for Independent Directors along with the details of the Familiarization Programmes is available on the website of the Company i.e. https://www.nuvama.com/wp-content/ uploads/2024/05/Familiarisation-programme-of-Independent-Director-3.pdf

Nomination and Remuneration Policy

The Board has formulated a Nomination and Remuneration Policy which lays down the framework for selection, 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 Directors 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

AUDIT COMMITTEE

The Audit Committee comprises of three (3) Directors viz Mr. Kamlesh Vikamsey as Chairperson, Mr. Birendra Kumar 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.

COMMITTEES OF THE BOARD

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

Chairperson of the Board who is a Non-executive Director.

The Chairperson of respective Committees apprises the Board about the key highlights and decisions taken by the Committees.

RISK MANAGEMENT

Risk is an inherent and inseparable aspect of any business environment. The Company recognises that while all risks cannot be eliminated, they can be effectively identified, monitored and mitigated through a structured and proactive approach. Risk Management is, therefore, an integral part of the Companys corporate governance and decision-making framework, designed to safeguard long-term value creation and operational continuity.

A Board approved Risk Management Policy outlines the methodology for identifying, assessing and mitigating internal and external risks financial, operational, sectoral, technological, cyber, regulatory, reputational, environmental and others — and ensures that adequate systems, controls and reporting mechanisms are in place. The Policy also integrates business continuity planning and risk response strategies into day-to-day operations and strategic planning.

To ensure strong risk governance, the Company has adopted a ‘Four Lines of Defence model. The first line of defence comprises the business and operational teams, supported by technology, who manage and own the risks in their respective domains. The second line consists of the risk management and compliance functions, which independently monitor risk exposures and ensure implementation of control frameworks. The third line is formed by internal and external audit teams, as well as the surveillance function, which periodically evaluate the effectiveness of controls and identify vulnerabilities. The fourth line of defence lies with the Board and the Risk Management Committee who provide overall oversight and review the adequacy of the Companys risk management systems.

The Companys Enterprise Risk Management (ERM) approach ensures continuous risk identification, categorisation and prioritisation, supported by Key Risk Indicators for ongoing monitoring. Risk ownership is clearly assigned and mitigation strategies are evaluated both in terms of effectiveness and residual exposure. All new products and business initiatives are assessed for potential risks and require approvals from relevant internal Committees including Risk, Compliance, Operations and Product Governance.

Internal audits are conducted periodically to ensure that the Companys control environment remains strong and responsive to evolving risks. The internal control systems in place are commensurate with the scale and complexity of the Companys operations and are designed to ensure regulatory compliance, financial discipline and operational efficiency.

During the year under review, the Risk Management Committee did not identify any risk that, in its opinion, could threaten the existence or going concern status of the Company. The Company remains committed to enhancing its risk management framework and cultivating a culture of transparency, accountability and continuous vigilance across all levels of the organisation.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the year under review with the related parties were in compliance with the applicable provisions of the Act and the Listing Regulations and the same were in ordinary course of business and on an arms length basis. 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, there were no material Related Party Transactions entered into by the Company and hence no prior approval of the Members was required under the Act or the Listing Regulations. 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/2023/08/1.-NWML-Policy-on-dealing-with-Related-Party-Transactions.pdf

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and the Rules framed thereunder as amended from time to time, the Annual

Return of the Company for the F.Y. 2024-25 in prescribed Form MGT-7, can be accessed 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 Directors Report.

VIGIL MECHANISM/ WHISTLE BLOWER

POLICY

The Board highly values transparency and ethical business conduct. The Whistleblowing mechanism provides a platform where instances of code breaches, discrimination, harassment, or safety concerns can be reported anonymously. The Board and Audit Committee are briefed on whistle blower complaint, if any during the quarterly Meetings.

Pursuant to Section 177(9) and (10) 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/ Whistle Blower Policy is overseen by the Board and 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-1.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 Rules framed thereunder and creating a culture of Zero Tolerance towards any untoward act or behaviour which is in violation of the provisions of the POSH Act. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee pursuant to POSH Act.

During the year under review, as a step towards being Fair to our employees, EthicsLine a QR based platform has been launched, where employees can raise any concern at their fingertips while maintaining complete confidentiality and anonymity.

The Company has established a detailed framework for adherence to 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 followed by quiz on the key aspects of

Prevention of Sexual Harassment Policy.

The details of complaints pursuant to Section 22 of POSH

Act for F.Y. 2024-25 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 complaints pending beyond 90 days as on the end of the financial year: 0

COMPLIANCE ON MATERNITY BENEFIT

ACT, 1961

The Company has complied with the applicable provisions of Maternity Benefit Act, 1961 for female employees of the Company with respect to leave and maternity benefits thereunder.

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 Directors 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 seek the same by sending an email to the Company at secretarial@ nuvama.com.

STATUTORY AUDITORS AND AUDITORS

REPORT

Pursuant to Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. S. R. Batliboi & Co. LLP (ICAI Firm Registration Number - 301003E/E300005) were re-appointed as the Statutory Auditors of the Company for a second term of five years at the 30th AGM of the Members held on June 1, 2023. They will continue to serve in this capacity untill the conclusion of 35th AGM of the Company scheduled to be held in the year 2028.

The Statutory Auditors have confirmed that they satisfy the criteria of independence, as required under the provisions of the Act.

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 AUDITORS AND SECRETARIAL AUDITORS REPORT

Pursuant to Regulation 24A of the Listing Regulation and Section 204 of the Act, the Board at its Meeting held on May 28, 2025, based on recommendation of the Audit

Committee, approved the appointment of M/s. SVVS

& Associates, Company Secretaries LLP, Practicing

Company Secretaries, a peer reviewed firm (Firm Registration No. L2015MH000700) as the Secretarial Auditors of the Company for a term of five consecutive years commencing from F.Y. 2025-26 till F.Y. 2029-30, subject to approval of the Members at the ensuing AGM.

Secretarial Auditors Report

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 the Secretarial Audit of the Company for F.Y. 2024-25. The report of the

Secretarial Auditor is annexed as Annexure 5 to this Directors 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. 2024-25 is annexed as Annexure 6 to this Directors 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 Company believes in adopting the best practices that are followed in the area of corporate governance. The Company has a strong legacy of fair, transparent and ethical governance process.

In accordance with Regulation 34 read with Schedule V of the Listing Regulations, we have included a comprehensive report on Corporate Governance in this Annual Report.

The requisite certificate from M/s. SVVS & Associates

Company Secretaries LLP, Practicing Company Secretaries confirmingcompliance 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 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 Statements for the financial year ended applicable accounting standards have been followed and there are no material departures from prescribed accounting standards; b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial 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 Statements have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

OTHER DISCLOSURE

The Board states 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) significantor material orders by the Regulators or

Courts or Tribunals which impact the going concern status and Companys operations in future; f) instance of one-time settlement with any Bank or 31, 2025, the

Financial Institution; g) change in nature of business of the Company during the year; h) defaulted in repayment of loans from banks and financial institutions; i) revision in Financial Statements of the Company.

ACKNOWLEDGEMENTS year and of

The Board acknowledges the valuable guidance and continued support extended by the Securities and Exchange Board of India, the Reserve Bank of India, Stock Exchanges, Ministry of Corporate Affairs and other government authorities, Banks and our stakeholders. The Board would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

For and on behalf of the Board of Directors
Nuvama Wealth Management Limited
Ashish Kehair Shiv Sehgal
Managing Director & CEO Executive Director

Mumbai, August 13, 2025

DIN: 07789972 DIN: 07112524

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