Nuvama Wealth Management Ltd Directors Report

To the Members,

The Board of Directors (‘Board) of your Company hereby present their 18^th 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, for F.Y. 2024-25 as compared to the previous F.Y. 2023-24 is given below:

Particulars	2024-2025	2023-2024
Total Income	16,890.56	14,823.62
Total Expenses	14,335.07	12,439.28
Profit Before Tax	2,555.49	2,384.34
Provision for tax (including Deferred Tax)	651.65	607.35
Profit for the year	1,903.84	1,776.99
Other Comprehensive Income	(18.55)	1.25
Total Comprehensive Income	1,885.29	1,778.24
Opening Balance	3,579.10	1,633.53
Profit available for appropriation	5,536.88	3,579.10
Interim dividend paid	2,087.70	-
Surplus carried to Balance Sheet	3,449.18	3,579.10

For details, refer section on Financial Statements.

TRANSFER TO RESERVE

The Board of Directors did not recommend transfer of any amount to any reserve.

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

During the year ended March 31, 2025, the Company earned revenue of Rs. 16,890.56 million as compared to Rs. 14,823.62 million in the previous year. Of the total income earned during the year, income from fees and commission stood at Rs. 11,699.22 million as compared to Rs. 10,526.71 million in the previous year and interest income stood at Rs. 4,371.82 million as compared to Rs. 3,525.10 million in the previous year.

The Profit after Tax for the year ended March 31, 2025 was Rs. 1,903.84 million as compared to Profit of Rs. 1,776.99 million in the previous year.

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 till the date of this Directors Report.

DIVIDEND

The Board of the Company declared and paid two (2) interim dividends during the 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 15, 2024	3.85	10	38.5
October 21, 2024	1.00	10	10

SHARE CAPITAL

Authorized Capital:

The Authorized 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 Shares	1,00,00,000	10	10,00,00,000
Equity Shares	46,33,00,000	10	4,63,30,00,000

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

Issued, Subscribed and Paid-up Capital:

During the year under review, there was no change in the paid-up share capital of the Company. Accordingly, as of March 31, 2025, the issued, subscribed and paid-up share Company stood at Rs. 4,30,45,40,000 divided into 43,04,54,000 Equity Shares of Rs.10 each fully paid-up.

INTERNAL FINANCIAL CONTROLS

The Company has put in place adequate policies and procedures to ensure that its system of internal controls, including internal financial controls, is appropriate and effective, considering the nature, size, and complexity of its business operations. These controls are adequately designed and are functioning effectively. The Companys internal financial control system provides reasonable 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 of Directors at its Meeting held on May 8, 2024 had appointed M/s. KPMG Assurance and Consulting Services LLP, Chartered Accountants, as Internal Auditors of the Company for the 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 the F.Y. 2024-25.

The Companys Internal Auditors adhere to established Internal Audit standards along with the guidelines issued by regulators and ensures compliance with Section 138 of the Companies Act, 2013 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, the Company had issued Commercial Papers (listed as well as unlisted) and listed Non-convertible Debentures from time to time. The details of outstanding borrowings as on March 31, 2025 is given in the Note Nos. 17 and 18 of the Financial Statements of the Company.

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014, are given in the Note no. 7, 8 and 41 of the Financial Statements of the Company and the same forms part of this Annual Report.

TRUSTEE DETAILS

As per Section 62 (1)(b) of the Companies Act, 2013 ("the Act") read with rule 12 (9) of the Companies (Share Capital and Debentures), Rules, 2014, the following act as the Debenture Trustees for the Non-convertible Debentures issued by the Company by the way of Public Issue and Private Placement basis:

Beacon Trusteeship Limited	Catalyst Trusteeship Limited
5W, 5th Floor, The Metropolitan, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051	901, 9th Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel (W), Mumbai 400013, Maharashtra, India

CORPORATE SOCIAL RESPONSIBILITY (‘CSR) INITIATIVES

Pursuant to the Section 135 of the Act and Rules framed thereunder, companies are required to spend at least 2% of their average net profits for three immediately preceding financial years. Accordingly, your Company has spent Rs. 3,95,75,000/- towards the CSR activities during the 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 FY2024 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 strongly believes in creating a positive impact through the CSR space and it is our endeavour to deepen the same in the years to come.

In accordance with Section 135 of the Act, the CSR Committee comprises of three directors viz., Mr. Sameer Kaji, as Chairperson, Mr. Birendra Kumar and Mr. Rahul Jain, as Members. 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.nuvamawealth.com/investor-relations

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL BOARD OF DIRECTORS: i. Composition of the Board

As on the date of this Report, the Board of Directors of the Company comprised of seven (7) Directors of which one (1) is Managing Director and CEO, one (1) is an Executive Director, two (2) are Non-executive Non-Independent Directors including one (1) Woman Director and three (3) are Independent Directors. 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 (including the proficiency) 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.

ii. Appointment

During the year under review pursuant to the recommendations of the Nomination and Remuneration Committee (NRC), Mr. Alok Saigal (DIN: 03101048) was appointed as an Executive Director of the Company with effect from May 6, 2024 for a period of 3 years and Mr. Sameer Kaji (DIN:00172458) was appointed as an Independent Director of the Company with effect from December 10, 2024 for a period of 3 years. The members at the Extraordinary General Meeting of the Company held on May 30, 2024 and February 11, 2025, respectively approved the said appointment(s) of Mr. Saigal as an Executive Director and Mr. Kaji as an Independent Director.

iii. Cessation

During the year under review, Mr. Prashant Mody resigned as the Executive Director with effect from May 6, 2024.

The Board places on record its sincere appreciation for the services rendered by Mr. Mody during his tenure as an Executive Director of the Company.

iv. Re-appointment

Mr. Rahul Jain was appointed as the Managing Director and Chief Executive Officer of the Company with effect from December 31, 2021, for a period of 3 years.

Considering the valuable contribution made and the responsibilities shouldered by Mr. Jain over the years, the Board based on the recommendation of the NRC and in accordance with the Act at its Meeting held on May 8, 2024, approved the re-appointment of Mr. Jain as the MD & CEO of the Company for a further term of 3 years, with effect from December 31, 2024. The members at the Extraordinary General Meeting of the Company held on May 30, 2024 approved the appointment of Mr. Jain as a Managing Director & CEO of the Company for a period of 3 years.

v. Directors liable to retire by rotation

In accordance with Section 152 of the Act and the Articles of Association of the Company, Mr. Ashish Kehair (DIN: 07789972), Non- executive Director is liable to retire by rotation at the ensuing 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.

KEY MANAGERIAL PERSONNEL

As on date of the report, the following persons are the Key Managerial Personnel pursuant to Section 203 of the Act and Rules framed thereunder:

Mr. Rahul Jain - Managing Director and CEO, Mr. Alok Saigal Executive Director,

Ms. Sheetal Gandhi Chief Financial Officer and Mr. Varun Shah Company Secretary.

During the year under review and till the date of this Report, the following changes occurred in the composition of the KMP:

1. Mr. Rohan Jadhav resigned from the position of Company Secretary ("CS") with effect from January 3, 2025.

2. Ms. Sneha Patwardhan was appointed as CS with effect from January 30, 2025 and resigned with effect from May 31, 2025. 3. Mr. Varun Shah was appointed as CS with effect from June 1, 2025.

MEETING OF DIRECTORS

NUMBER OF BOARD MEETINGS HELD

During the year under review, the Board met six (6) times. The details of the Board meetings and the attendance of the Directors at the meetings are provided in the Corporate Governance Report which forms part of this Annual Report.

SEPARATE MEETING 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 and 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 in 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 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, carries out the formal annual performance evaluation of the Board, its committee and individual

Directors. The Board has framed a Board Evaluation Policy ("the 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 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 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 Act and the Listing Regulations and are Independent to the Management and that there has been no change in the circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact the ability to discharge their duties with an objective of independent judgment any without any external influence.

All the Independent Directors of the Company have registered themselves on the

Independent Directors Databank mandated by the Indian Institute of Corporate Affairs as per the requirements of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

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 are available on the website of the Company i.e. https://www.nuvamawealth.com/investor-relations

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 (‘the Policy) is annexed as Annexure II to this Report and is also available on the website of the Company i.e https://www.nuvamawealth.com/investor-relations

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.

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

Audit Committee

The Audit Committee of the Company presently comprises of the following Directors as its members:

Mr. Kamlesh Vikamsey Independent Director and Chairperson

Mr. Birendra Kumar Independent Director

Mr. Sameer Kaji Independent Director

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.

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 of Directors and the Risk Management Committee (RMC), 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 (KRIs) 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.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arms length basis, Form AOC-2 is not applicable to the Company.

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 the SEBI (LODR) Regulations, 2015 (‘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.nuvamawealth.com/investor-relations

ANNUAL RETURN

Pursuant to provision of Section 92(3) of the Act and the Rules framed thereunder and amended from time to time, the Annual Return of the Company for the financial year ended March 31, 2025 in prescribed Form MGT-7 is available on the website of the Company i.e. https://www.nuvamawealth.com/

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy

The Companys operations are not energy intensive. However, adequate measures have been initiated across all branches of the Company to reduce energy consumption as the Company is committed to sustainable business practices by contributing to environment protection and considers energy conservation as one of the strong pillars of preserving natural resources.

i) The steps taken or impact on conservation of energy

The operations of the Company are not energy-intensive. However, adequate measures have been taken for conservation of energy wherever possible.

ii) The steps taken by the Company for utilising alternate sources of energy

The Company is engaged in providing financial services and as such its operations do not account for substantial energy consumption. However, the Company takes all possible measures to conserve energy and reduce its carbon footprint. Several environmentally friendly measures adopted by the Company include:

Creating environmental awareness by way of distributing the information in electronic / digital form

Installation of capacitors to save power

Installation of LED lights in current and new branches

Procuring 100% green energy at our Mumbai Corporate - office

Reducing electricity demand wherever under-utilized

Restricted access to printers at central hub besides removal of older printers

Shutting off all the lights and air-conditioners when not in use

Using Glow sign boards with timers that use less energy than traditional neon systems.

Management regularly posts circulars on the corporate intranet to educate employees on conserving electricity and natural resources, encouraging adherence. iii) The capital investment on energy conservation equipment Nil

B. Technology absorption and Innovation

I. The efforts made towards technology absorption and the benefits derived like product improvement, cost reduction, product development or import substitution

The management understands the importance and value that technology brings to the business to drive value at scale, enhance security, manage risk, and improve customer experience. With an eye on emerging technology trends the management ensures a continuous stream of investment and focus on various technology initiatives. The management has established the overall technology vision with focus on being highly secure, regulatory driven, cloud-native and building an open-source ecosystem while setting benchmarks in reliability, efficiency, cost, and customer delight.

As part of this vision, the management has leveraged technology significantly to deliver some key results.

II. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

Not Applicable

III. The expenditure incurred on Research and Development.

During the year under review, the Company did not incur any expenditure on research and development.

2. Foreign exchange earnings and outgo

During the year under review, the Company earned foreign exchange of Rs. 13.10 million (previous year: Rs. 11.30 million) and there was outgo of foreign exchange of Rs. 11.21 million (previous year: Rs. 11.58 million).

VIGIL MECHANISM /WHISTLE BLOWER POLICY

The Board of Directors 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.nuvamawealth.com/.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE 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 creating a culture of Zero Tolerance towards any untoward act or behavior which is in violation to the provisions of the POSH Act.

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

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 of the POSH Act, which includes formulating a detailed Policy, Investigation & Redressal mechanism, constitution of Internal Committees and training of all Internal Committee members and other Senior Leaders.

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

The details of complaints pursuant to Section 22 of the POSH Act is as under:

a) Number of Sexual Harassment complaints received during the year: 1 b) Number of Sexual Harassment complaints disposed off during the year: 1* c) Number of Sexual Harassment cases pending beyond 90 days as on the end of financial year: 0

* Compliant got disposed off after closure of financial year 2024-25

COMPLIANCE WITH 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 leaves 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 III to this Annual Report.

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

STATUTORY AUDITORS AND AUDITORS REPORT

Pursuant to Section 139 of the Act read with the Companies (Audit and Auditors) Rules,

2014, the Members of the Company at its 14^th Annual General Meeting held on June 21, 2021, appointed M/s. S. R. Batliboi & Co. LLP (Firm Registration Number - 301003E/E300005), as the Statutory Auditors of the Company for a term of five years till the conclusion of the 19^th Annual General Meeting to be held in the year 2026.

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 Auditors on the financial statements does not contain any qualification, reservation, adverse remarks or disclaimer. The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation. Further, pursuant to Section 143(12) of the Act, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company 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 27, 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 the F.Y. 2025-26.

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, Secretaries to conduct Secretarial Audit of the Company for Financial Year 2024-25. The report of the Secretarial Auditor is provided as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks, or disclaimer.

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 the Listing Regulations, we have included a comprehensive Report on

Corporate Governance within this Annual Report. The requisite certificate from the M/s. SVVS & Associates Company Secretaries LLP, Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under

Listing Regulations is attached to the Corporate Governance Report which forms part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board affirms 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 statement for the financial year ended

March 31, 2025, the 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 year and of the profit of the Company for that period;

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

d. the annual financial statement 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 DISCLOSURES

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) significant or 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 Financial Institution; g) change in nature of business of the Company during the year; h) transfer of any amount to Investor Education and Protection Fund; i) defaulted in repayment of loans from banks and financial institutions; and j) revision in financial statements of the Company.

ACKNOWLEDGEMENTS

The Board acknowledges the valuable guidance and continued support extended by the Securities and Exchange Board of India, Stock Exchanges, Insurance Regulatory and Development Authority of India, Ministry of Corporate Affairs, other government authorities, Banks and other 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 and Investment Limited
Rahul Jain	Alok Saigal
Managing Director & CEO	Executive Director
DIN: 00387505	DIN: 08543458
Mumbai, August 12, 2025