The summary of the Company's financial performance, both on a
consolidated and standalone basis, for the FY 2026 as compared to the previous FY 2025 is
given below:
(Rs. in Cr)
Issued, Subscribed and Paid-up Capital:
The issued, subscribed and paid-up share capital of the Company as on
March 31, 2026, stood at t 36,40,83,026/- consisting of 18,20,41,513 equity shares of face
value of ' 2/- each fully paid-up.
The increase in paid up share capital was due to allotment of 6,22,219
equity shares pursuant to exercise of Employee Stock Options/Rights under the Nuvama
Wealth Management Limited - Employee Stock Option Plan 2021 and Nuvama Wealth Employee
Stock Appreciation Rights Plan 2024 respectively. Until December 26, 2025, the allotment
was made at the face value of t10 per share. Pursuant to the sub-division/split of equity
shares, subsequent allotments were made at the face value of t2 per share. Out of the
total shares allotted, 3,86,876 equity shares were allotted at a face value of t10 per
share and 2,35,343 equity shares were allotted at a face value of t2 per share.
All the shares issued by the Company rank pari-passu in all respects
and carry the same rights as existing equity shares.
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')
The aforesaid schemes are available on the website of the Company i.e.
https://www.nuvama.com/investor-relations/ corporate-governance/
Consequent upon sub-division/split of equity shares of the Company
during the year under review, appropriate adjustments ("ESOP Adjustments") were
made in the exercise price.
During the year under review, except the ESOP Adjustments, there has
been no change in the ESOP Plan and ESAR Scheme.
To provide competitive remuneration opportunities to its employees the
Company believes that equity-based compensation plans are an effective mechanism to align
employee interests with the long-term performance and value of Members of the Company.
Accordingly, the Members of the Company through postal ballot on August 1, 2026, approved
and implemented 'Nuvama Wealth Management Limited Employee Stock Appreciation Rights
Scheme 2026 ('ESAR Scheme') for issue of Employee Stock Appreciation Right ('ESAR').
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 Benefits and 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 2.43 and 38.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 controls, are
appropriate and effective, considering the nature, size, and complexity of its business
operations. These controls are adequately designed and are functioning effectively. The
Company's 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 Company's 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 28, 2025, had appointed M/s. KPMG
Assurance and Consulting Services LLP, as Internal Auditors of the Company for FY 2026 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 System for FY
2026.
The Company's Internal Auditors adhere to established Internal Audit
standards along with the guidelines issued by regulators and ensure compliance with
Section 138 of the Companies Act, 2013 ('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 Company's internal control systems; this includes ensuring compliance with internal
and regulatory guidelines, risk management practices, operational systems, accounting
procedures and policies at all locations of the Company. 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 listed Commercial
papers from time to time. The details of outstanding borrowing as on March 31, 2026, are
given in the Note nos. 2.15 and 2.16 of the Standalone Financial Statements of the
Company.
The details of credit 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 2.38A of the Standalone Financial
Statements of the Company.
SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES
As on March 31, 2026, the Company had fourteen (14) Subsidiaries, one
(1) Associate Company, one (1) Joint Venture Company and one (1) Step down subsidiary. The
details are as under:
Further, on May 14, 2026, the Company subscribed to 3,00,00,000 equity
shares of face value 510 each, aggregating to an investment of 530 crore in Nuvama Asset
Management Limited and on April 6, 2026, the Company subscribed to 11,97,605 equity shares
of face value 510 each at an issue price of 5835 per share, aggregating to an investment
of approximately 5100 crore in Nuvama Wealth Finance Limited.
Further the Company acquired 1,34,787 equity shares of face value of
510/- each at the rate of 5154 per share of Pickright Technologies Private Limited
("Pickright") from its existing shareholders. The aforesaid acquisition
represented 26% of the paid-up equity share capital of Pickright. Consequently, Pickright
became a wholly- owned subsidiary of the Company with effect from August 7, 2026.
The provisions of Regulations 24 and 24A of Listing Regulations, with
reference to subsidiaries and associates were duly complied with to the extent applicable.
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 Company's Financial Statements including the accounts of its
subsidiaries, associates and joint venture which form part of this Annual Report are
prepared in accordance with the Act and Ind AS. During the year under review, the Board
reviewed the affairs of the subsidiaries, associate and joint venture. In accordance with
Section 129(3) of the Act, the Company prepared the Consolidated Financial Statements of
the Company and all its subsidiaries, associates and joint venture, which forms part of
this Annual Report. The consolidated financial statements presented in this Annual Report
include financial results of the subsidiaries, associate and joint venture.
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 subsidiary, 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 Audited Financial Statements of the Company, subsidiaries,
associate and joint venture of the Company for the FY 2026, 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 Company's key initiatives and performance across
Environmental, Social, and Governance ('ESG') parameters. Limited assurance has been
obtained on the BRSR Core disclosures and the assurance statement forms part of the BRSR
for FY 2026.
Further, the ESG disclosures for the value chain are not applicable to
the Company for the FY 2026.
CORPORATE SOCIAL RESPONSIBILITY ('CSR') INITIATIVES
Pursuant to the Act, Companies are required to spend at least 2% of
their average net profit for three immediately preceding financial years. Accordingly, the
Company has
spent 5 2,35,32,000 /- towards the CSR activities during the FY 2026.
The Company is dedicated to "Let's do it right: for people,
planet, and profit" prioritizing the creation of sustainable long-term value for all
stakeholders.
In FY 2026, our CSR initiatives continued to be 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 by providing digital classrooms and financial literacy programs
across schools in India.
• Promoting skill development and well-being
of children and youth to support long-term empowerment equipping them
with practical skills and fostering young entrepreneurship.
• Encouraging ecological balance and raising environmental
awareness through sustainable practices
Through our CSR initiatives, we strive to create deeper and more
meaningful impact by fostering strong partnerships, adopting a long-term perspective and
aligning our efforts with the evolving needs of the communities we serve.
The Company and its subsidiaries strongly remain committed to creating
a positive impact through CSR and will continue to strengthen and expand these efforts 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 Company has a CSR Policy which has been recommended by the CSR
Committee and subsequently approved by the Board, 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/2024/03/12.- CSR-Policy.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 under review 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. 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. Anthony Miller for his leadership, guidance and valuable
contribution during his tenure as Director of the Company.
c. Directors liable to retire by rotation:
I n accordance with Section 152 of the Act and the Articles of
Association of the Company, Mr. Aswin Vikram 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.
KEY MANAGERIAL PERSONNEL
As on March 31, 2026, Mr. Ashish Kehair, Managing Director & CEO,
Mr. Shiv Sehgal, Executive Director, Mr. Bharat Kalsi, Chief Financial Officer and Ms.
Sneha Patwardhan,
Company Secretary & Compliance Officer, are the Key Managerial
Personnel pursuant to Sections 2(51) and 203 of the Act and Rules framed thereunder.
MEETING OF DIRECTORS
Meetings of the Board of Directors
During the year under review, nine (9) Board Meetings were held as
against the statutory requirement of four (4) Meetings. 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 in between the Board Meetings
without the presence of Managing Director & CEO, Executive Directors, other
Non-Executive Directors, or any other management personnel.
In compliance with the provisions of the Act and Regulation 25 of the
Listing Regulations, separate Meetings of Independent Directors of the Company was held on
October 8, 2025, and March 31, 2026, without the presence of Non-independent Directors and
Members of the Management, inter-alia, to review and discuss 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
Mr. Birendra Kumar, being the lead Independent Director and Chairperson
of the Board, chaired both the Meetings. All Independent Directors attended the Meetings.
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. The
integrity of the Board was high without any conflict of interest. The Board functioned as
a cohesive team in fulfilling their role, expectations and responsibilities.
They also assessed the quality, quantity and timeliness of flow of
information between the Management and the Board. All Independent Directors were present
at both the Meetings. 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 NRC carries out a structured and comprehensive annual performance
evaluation of the Board, statutory 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.
Evaluation methodology included a Structured questionnaire-cum-rating
sheet assessing overall Board effectiveness, 360-degree feedback mechanism, detailed
review of governance practices, including board structure, committee functioning,
information flow and decision making dynamics. It also covered individual Directors
competencies, their strategic contribution and alignment with the Company's values and
objectives.
The findings were compiled into a comprehensive report submitted to the
Chairperson, who subsequently communicated the feedback to all the Board Members. The
Directors expressed satisfaction with the process and its outcome.
Succession Planning:
Your Company has in place policy on succession planning for Board and
Senior Management Personnel to address anticipated as well as unscheduled changes in
leadership for continuity and smooth functioning of the Company.
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
along with the details of the Familiarization Programmes are available on the website of
the Company i.e. https://www.nuvama.com/wp-content/ uploads/2024/05/
Familiarisation-programme-of- Independent-Director-4.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/2024/05/14.-Nomination-and-
Remuneration-Policy.pdf
AUDIT COMMITTEE
The Audit Committee comprises of five (5) Directors viz Mr. Kamlesh
Vikamsey, Chairperson, Mr. Birendra Kumar, Mr. Nikhil Kumar Srivastava, Mr. Sameer Kaji
and Ms. Anisha Motwani as Members of the Committee. All the recommendations made by the
Audit Committee were accepted by the Board.
During the year under review, Mr. Sameer Kaji and Ms. Anisha Motwani
were appointed as Members of the Audit Committee w.e.f. March 18, 2026.
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.
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 part of any business environment.
The Company recognises that, while risks cannot be entirely eliminated, they can be
effectively identified, assessed, monitored and mitigated through a structured and
proactive approach. Accordingly, risk management forms an integral part of the Company's
corporate governance and decision-making framework and is aimed at safeguarding long-term
value creation, financial resilience and operational continuity.
The Company has in place a Board-approved Risk Management Policy, which
provides the overarching framework for identification, assessment, monitoring and
mitigation of internal and external risks. These include, inter alia, financial,
operational, sectoral, technological, cyber security, regulatory, reputational,
environmental and other emerging risks. The Policy also ensures that appropriate systems,
controls, escalation mechanisms and reporting structures are established and maintained
across the organisation. Further, business continuity planning and risk response
strategies are embedded into both day-to-day operations and strategic business planning.
To strengthen risk governance, the Company has adopted a "Four
Lines of Defence" model. The first line of defence comprises of the business and
operational teams, supported by technology and process controls, who are responsible for
managing and owning risks within
their respective functions. The second line of defence consists of the
risk management and compliance functions, which independently oversee risk exposures,
monitor adherence to established frameworks and support effective implementation of
controls. The third line of defence includes the internal audit, external audit and
surveillance functions which periodically assess the adequacy and effectiveness of
internal controls and identify areas requiring improvement. The fourth line of defence
rests with the Risk Management Committee and Board of Directors, which provide strategic
oversight and periodically review the adequacy and effectiveness of the Company's risk
management framework.
The Company follows an Enterprise Risk Management ("ERM")
approach to ensure continuous identification, categorisation, assessment and
prioritisation of risks. This framework is supported by the use of Key Risk Indicators
("KRIs") for ongoing monitoring and timely escalation of material risk
exposures. Risk ownership is clearly defined and mitigation plans are periodically
reviewed to assess their effectiveness and residual risk impact. In addition, all new
products, processes and business initiatives are evaluated from a risk perspective and are
subject to approvals from relevant internal committees, including those relating to Risk,
Compliance, Operations and Product Governance, as applicable.
The Company also undertakes periodic internal audits and control
reviews to ensure that its control environment remains robust, effective and responsive to
the evolving risk landscape. The internal financial and operational control systems
commensurate with the nature, scale and complexity of the Company's business and are
designed to support regulatory compliance, financial discipline, operational efficiency
and sound governance practices.
During the year under review, the Risk Management Committee did not
identify any risk which, in its opinion, may threaten the existence or going concern
status of the Company.
The Company remains committed to continuously strengthening its risk
management capabilities and fostering a culture of accountability, transparency,
resilience and continuous vigilance across 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 at an arm's length basis.
Omnibus approval of the Audit Committee is obtained for all related
party transactions which are foreseen and are
of repetitive nature. While seeking omnibus approval, the Company
specifies not only the overall transaction limit for each related party but also the
maximum sub-limits are prescribed for each category of transaction with such related
party.
Pursuant to the said omnibus approval, details of transactions entered
into are also reviewed by the Audit Committee and Board on a quarterly basis. A
certificate from an independent firm is placed before the Audit Committee on a quarterly
basis certifying that all related party transactions entered into by the Company during
the quarter were conducted at arm's length and in the ordinary course of business.
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/2023/08/4.-NWML-Policy-on-dealing-with- Related-Party-Transactions.pdf
ANNUAL RETURN
Pursuant to 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 FY 2026 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 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 Sections 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 Board
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 making 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/2025/10/Whistle-Blower-Vigil-
Mechanism-Policy-160126.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 for 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.
The Company has EthicsLine QR code-enabled platform that empowers
employees to raise concerns anytime, anywhere, while ensuring 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 the FY
2026 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 Rules 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 AUDITOR'S 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 until 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 selfexplanatory 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 frauds committed by its officers or
employees.
SECRETARIAL AUDITORS AND SECRETARIAL AUDITOR'S REPORT
Pursuant to Regulation 24A of the Listing Regulation and Section 204 of
the Act, M/s. SVVS & Associates, Company Secretaries LLP, Practicing Company
Secretaries, a peer reviewed firm (Firm Registration No. L2015MH000700), was appointed as
the Secretarial Auditor of the Company, for a term of five (5) consecutive financial
years, commencing from FY 2026 till FY 2030 by the Members of the Company at its 32nd
AGM held on September 24, 2025.
Secretarial Auditors' Report
The Secretarial Audit Report carried out by the Secretarial Auditor for
FY 2026 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 FY 2026 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.
CORPORATE GOVERNANCE REPORT
The Company believes in adopting the best practices 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 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 THE SECRETARIAL STANDARDS
The Board 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 confirms that:
a) in the preparation of the annual financial statement for the
financial year ended March 31, 2026, 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) Directors have taken proper and sufficient care 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) Directors have prepared the annual financial statement 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 state that no disclosure or reporting is required as there
were no transactions during the year under review in respect of the following matters:
a) details relating to the deposits covered under Chapter V of the Act,
b) issue of Equity Shares with differential rights as to dividend,
voting or otherwise, sweat equity shares;
c) maintenance of cost records as specified by the Central Government
under section 148 of the Act;
d) proceeding pending with National Company Law Tribunal under the
Insolvency and Bankruptcy Code, 2016;
e) significant or material orders by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future;
f) i nstance of one-time settlement with any Bank or Financial
Institution;
g) change in nature of business of the Company during the year;
h) default in repayment of loans from banks and financial institutions;
i) 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, 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.