The Directors of your Company have pleasure in presenting the Twentieth Board's Report together with the Audited
Financial Statements for the Financial Year ("FY") ended March 31, 2025.

FINANCIAL RESULTS

The summary of the Company's financial performance, both on a consolidated and standalone basis, for the
FY 2024-25 and FY 2023-24 is given below:

FINANCIAL PERFORMANCE
Standalone

The standalone revenue in the FY 2024-25 stood at
r5,47,833 Lakhs vs r4,64,380 Lakhs in the FY 2023-24.
Total expenses (before interest and depreciation) for
the year came in at r2,85,085 Lakhs which increased
by 23% YoY in FY2025. People cost increased by
33% YoY to ri,08,644 Lakhs. Operating expenses
increased by 12% YoY to ri,21,468 Lakhs. The profit before
depreciation, interest and taxation (EBITDA) stood at
r2,62,748 Lakhs. Reported net profit for the year came
in at ?1,39,133 Lakhs.

Consolidated

The consolidated revenues for the year were
r8,41,722 Lakhs for the year under review, an increase
of 17% as compared to the previous year.

Our Average Daily Turnover ("ADTO") for retail equity
markets during the FY 2024-25 stood at ?17,717 Crore.
The retail cash market ADTO for our Company
increased by 36% YoY at r3,599 Crore in the FY 2024-25.
Within derivatives, futures ADTO stood at r5,096 Crore,
while Options Premium ADTO stood at r826 Crore.
New demat accounts added stood at 6.8 Lakhs in the
FY 2024-25. The number of demat accounts stood at
49 Lakhs in the FY 2024-25, a growth of 16% YoY.

Total expenses (before interest, depreciation and
taxation) for the year at r3,79,374 Lakhs registered
an increase of 25% over previous year. Profit before
depreciation, interest and taxation (EBITDA) stood
at r4,62,348 Lakhs, an increase by 11% from the
previous year. Profit for the year increased by 3% to
r2,50,818 Lakhs.

Key Highlights

^ Wealth Management net revenue for the
FY 2024-25 stood at r2,339 Crore, up 31% while
Q4FY25 revenue was r599 Crore, up 7% YoY. Under
this, net distribution revenue increased by 112% YoY
in the FY 2024-25 to r435 Crore.

^ The Company had 49 Lakhs retail broking and
distribution clients growing at a CAGR of 28% from
the FY 2019-20 to the FY 2024-25. Client acquisition
stood at 6.8 Lakhs during the year.

^ Our net revenue from Asset Management and
PE/RE business for the FY 2024-25 increased
34% YoY to r992 Crore and PAT increased by
41% YoY to r 503 Crore. Total assets under
management for AMC business increased by
72% YoY in the FY 2024-25 to r1,23,397 Crore. Under
this, MF AUM almost doubled to r95,111 Crore in the
FY 2024-25.

^ Our Alternate AUM increased by 23% YoY in
the FY 2024-25 to r28,285 Crore. Private Equity
business fee-earning AUM of r9,890 Crore and
total earning AUM is r14,033 Crore across growth
capital funds and real estate funds.

^ Our Private Wealth Management net revenue
increased by 30% YoY to r920 Crore and PAT

increased by 30% YoY to r321 Crore in the
FY 2024-25. Total assets under management for
private wealth business increased by 16% YoY in
the FY 2024-25 to r1,44,325 Crore.

^ Our Capital Market business net revenue grew
by 37% YoY to r598 Crore in the FY 2024-25.
Investment banking business successfully
completed 39 deals (including blocks) in the
FY 2024-25 worth r51,000 Crore. We were Ranked
1 in the FY25 QIP League Table. The team has a
rich pipeline and continues to engage on a wide
cross-section of mandated transactions across
capital markets and advisory.

^ Net Interest Income for our Housing Finance
business increased by 10% YoY at r343 Crore. Loan
book increased by 20% YoY to r4,857 Crore in the
FY 2024-25. Disbursements increased by 78% YoY
in the FY 2024-25 at r1,794 Crore.

^ Total equity investments (including alternate
funds) increased by 26% YoY to r7,730 Crore in
the FY 2024-25. Our treasury book has delivered
a healthy XIRR of 17.9% since inception and with
reinvestments of residual operating profits, the
treasury investments book grew at 42% CAGR.

The detailed results of operations of the Company
are given in the Management Discussion and Analysis
forming part of the Annual Report.

FUTURE OUTLOOK

Motilal Oswal Group is very well placed to benefit
from financialization theme, which is a long-term
mega trend. This trend is expected to play out over
several decades, especially in India and given the low
penetration of investment products and services, we
believe that we are well poised. These structural drivers
position us to benefit from a projected 10x increase
in cumulative household savings from USD 14 trillion
over the last 25 years to over USD 125 trillion in the
next 25 years, coupled with higher share of financial
savings, rising allocation to equities and alternatives,
and increased concentration of wealth.

We have achieved robust performance across various
segments:

• Our Wealth Management business continued
to grow strong, achieving all-time high yearly
profit and solidifying our position in the Cash
and F&O Premium segments with market shares
of 7.6% and 8.5%, respectively. Our focus remains
on diversifying our business to liner sources of
earnings.

• Our Capital Market Business continues to grow
strongly catering to 880 clients, with the research
team covering ~300 companies, spread across
25 sectors.

• Our Asset and Private Wealth Management
business reached a milestone with AUM reaching
2.68 Lakhs Crore, showcasing significant growth.
Our Asset Management arm witnessed notable
improvements in performance and inflows,

poised to benefit from structured investing and
specialized offerings. Meanwhile, our Private
Wealth Management division is making strides
in scalability, supported by a strengthened
leadership team and ongoing investments in
Relationship Managers.

• In our HFC business, efforts are underway to
bolster the sales force and enhance productivity
to drive robust growth in disbursements and AUM.

We are confident in the vast potential of each of our
businesses and their ability to capitalize on market
opportunities. Looking ahead, we remain committed to
our strategic objectives, aiming for sustained growth
and excellence across all our operations.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
("Listing Regulations") and applicable provisions of the
Companies Act, 2013 ("the Act") read with the Rules
made thereunder (as amended from time to time), the
Consolidated Financial Statements of the Company
for the FY 2024-25 have been prepared in compliance
with applicable Indian Accounting Standards and on
the basis of the Audited Financial Statements of the
Company and its Subsidiaries, as approved by the
respective Board of Directors ("Board").

The Consolidated Financial Statements together with
the Auditors' Report is forming part of the Annual Report.

ENVIRONMENT, SOCIAL AND GOVERNANCE
INITIATIVES

Since, your Company strongly believes in raising
corporate transparency, strengthening risk
management, promoting stakeholder engagement,
improving communications with stakeholders, your
Company has undertaken various Environment,
Social and Governance ("ESG") initiatives during the
FY 2024-25. The separate disclosure on ESG initiatives
is forming part of the Annual Report

INFORMATION ON THE STATE OF AFFAIRS OF
THE COMPANY

The information on the affairs of the Company has
been given in Management Discussion and Analysis
forming part of the 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 have occurred between the end of
the financial year to which these financial statements
relate and the date of the Board's Report.

SCHEME OF ARRAGEMENT

During the year under review, the Board in its Meeting
held on January 28, 2025 has approved withdrawal of

the Scheme of Arrangement between Motilal Oswal
Financial Services Limited ("the Transferor Company"
or "the Resulting Company" or "MOFSL") and Glide Tech
Investment Advisory Private Limited ("the Transferee
Company" or "Glide") (currently known as 'Motilal Oswal
Broking and Distribution Limited') and Motilal Oswal
Wealth Limited ("the Demerged Company" or "MOWL")
and their respective Shareholders ("the Scheme")
under Section 230 to 232 and other applicable
provisions of the Act, which was earlier approved by
the Board at its Meeting held on July 27, 2023.

It is pertinent to mention here that the object of
this Scheme was to align the Company's holding
and business structure in terms of requirement
of Rule 8(l)(f) & 8(3)(f) of the Securities Contracts
(Regulation) Rules, 1957 ("SCRR") (as amended from
time to time). However, after submission of the said
Scheme under Regulation 37 of the Listing Regulations
with the Stock Exchanges, the Department of Economic
Affairs ("DEA"), Government of India has issued a
Consultation Paper in the month of September'2024
with respect to proposed amendment under Rule 8 of
the SCRR allowing the investments made by a broker
in any Group Company out of retained earnings.
Further, the said Consultation Paper inter-alia states
that 'Prohibiting the making of any investments by
a broker, including in Group Companies, may place
unreasonable fetters on its ability to use its retained
earnings as per its commercial prudence'. The DEA
may notify the said proposed amendment under
Rule 8 of the SCRR.

Further, "Appointed Date" for the Scheme was
April 01, 2023 and approval of the said Scheme
now would result in undue hardship in complying
with retrospective adjustments in the respective
restructured entities under the Income Tax Act and
other applicable laws.

In view of the above, the Board has approved the
withdrawal of the existing Scheme and will review &
reconsider to file revised Scheme (including updated
Financials), if required, basis publication of final
amendments by the DEA, in this regard.

DIVIDEND

In terms of the provision of Regulation 43A of the Listing
Regulations, the Board has approved the Dividend
Distribution Policy in line with the requirements of
the Listing Regulations and it is available on the
website of the Company and can be accessed at
www.motilaloswalgroup.com/Downirvirdir/206776066708.-
Dividend-Distribution-Policy.pdf.

During the year under review, the Board, based on
the parameters laid down in the Dividend Distribution
Policy, at its Meeting held on January 28, 2025 has
declared and paid an Interim Dividend of ?5/- per
Equity Share for the FY 2024-25 out of the profits of
the Company for the third quarter and nine months
ended December 31, 2024, on 59,92,78,608 Equity
Shares having face value of ri/- each, aggregating
tor2,99,63,93,0-40/-.

TRANSFER TO RESERVES

The Board of your Company decided not to transfer any amount to the General Reserve and retain the entire
amount of profit under Retained Earnings.

CREDIT RATING

During the year under review, the Credit Rating Outlook of the Company has been upgraded from "AA/Stable" to
"AA/Positive" by Credit Rating Agencies and they have Affirmed/Reaffirmed/Assigned the below Credit Ratings:

The above ratings indicate a very strong degree of safety regarding timely servicing of financial obligations.

BONUS ISSUE

During the year under review, the Board at its Meeting
held on April 26, 2024, recommended issuance of
Bonus Shares in the ratio of 3:1 i.e. 3 Equity Shares of
face value of ?1/- each for every 1 existing Equity Share
of face value of ?1/- each fully paid-up, to the Equity
Shareholders of the Company. Further, the said Bonus
Issue was approved by the Members of the Company on
May 30, 2024 through Postal Ballot, subsequent to
which 44,77,82,709 Equity Shares of face value ?1/-
each were allotted on June 11, 2024 to the eligible
Equity Shareholders of the Company whose names
appeared in the Register of Members of the Company/
List of Beneficial Owners as received from National
Securities Depository Limited ("NSDL") and Central
Depository Services (India) Limited ("CDSL" collectively
with NSDL referred as "Depositories") on the Record Date

i.e. June 10, 2024.

The said Bonus Equity Shares were issued by capitalizing
a part of the amount standing to the credit of Securities
Premium Account of the Company.

SHARE CAPITAL

The Authorised Share Capital of the Company as
on March 31, 2025 is r1,74,00,00,000/- divided into
1,12,00,00,000 Equity Shares of ri/- each aggregating
to r1,12,00,00,000/- and 62,00,000 Preference Shares of
ri00/- each aggregating to r62,00,00,000/-.

During the year under review, in addition to issuing
Bonus Equity Shares, the Company has allotted
25,23,828 Equity Shares having face value of ri/- each
to eligible Employees upon exercise of the vested
Options granted to the said Employees under various
Employee Stock Option Schemes of the Company.

Consequent to the Bonus Issue and ESOP allotment,
the paid-up Share Capital of the Company as at
March 3i, 2025 stood at r59,93,13,828/- Equity Shares
having face value of ri/- each.

EMPLOYEE STOCK OPTION SCHEMES

The disclosures required to be made under the
SEBI (Share Based Employee Benefits & Sweat Equity)
Regulations, 2021 ("ESOP Regulations") (as amended
from time to time), are available on the website of the
Company at www.motilaloswalgroup.com.

Further, the Company confirms that all Employee Stock
Option Schemes ("ESOP Schemes") of the Company
are falling under direct route and not under Trust
route, and accordingly, the provisions related to Trust
route as specified in the ESOP Regulations are not
applicable to the Company. Further, all the Permanent
Employees (except the persons as mentioned in the
ESOP Regulations) of the Company and its Holding/
Subsidiary/Associate Company(ies) are entitled to
participate in the said ESOP Schemes of the Company.
Further, the Company confirms that during the year
under review, the Company has not granted Employee
Stock Options equal to or exceeding 1% (One Percent)
of the issued Share Capital of the Company at the
time of grant of Stock Options to any Employees of
the Company and its Holding / Subsidiary / Associate
Company(ies).

During the year under review, pursuant to the
recommendation of the Board, the Members of the
Company have approved the 'Motilal Oswal Financial
Services Limited - Employee Stock Option Scheme - X'
("ESOP Scheme - X") for issuance of Stock Options to
the Employees of the Company and its present/future
Holding/Subsidiary/Associate Company(ies) in terms

of the ESOP Regulations on May 30, 2024 through Postal
Ballot.

Further, in view of the issuance of Bonus Shares in
the ratio of 3:1 i.e. 3 Equity Shares of face value of
ri/- each for every 1 existing Equity Share of face
value of ri/- each fully paid-up during the FY 2024-25,
appropriate adjustments have been made to the
Stock Options which were granted to the eligible
Employees i.e. number of Stock Options which are
available for granting and those already granted but
not exercised as on Record Date i.e. June 10, 2024
including rounding-off grant/exercise price up to two
decimals.

M/s. U. Hegde & Associates, Secretarial Auditor of
the Company, has certified that the Company's
above-mentioned ESOP Schemes have been
implemented in accordance with the ESOP Regulations
and the Resolutions passed by the Members of the
Company for the respective ESOP Schemes. The
Certificate from the Secretarial Auditor, confirming
compliance with the aforesaid provisions will be
available for inspection in electronic mode. The ESOP
Schemes are administered by the Nomination and
Remuneration Committee ("NRC") of the Board, in
accordance with the applicable provisions of the ESOP
Regulations.

DEBENTURES

During the year under review, the Company has
allotted 1,00,00,000 Secured, Rated, Listed, Redeemable,
Non-Convertible Debentures ("NCDs") of face value
of ri,000/- each for an amount of r500 Crore with
an oversubscription of r500 Crore aggregating to
ri,000 Crore, by way of Public Issue, to the successful
applicants as per the basis of allotment of NCDs, which
are listed on National Stock Exchange of India Limited
("NSE") and BSE Limited ("BSE").

Further, the Company has also allotted 17,000 Fully paid,
Secured, Rated, Redeemable, Listed, Senior Bonds in the
nature of NCDs of face value of ri,00,000/- each for an
amount of ri70 Crore including an oversubscription of
r70 Crore, on private placement basis.

Further, during the year under review, 284 Secured
Redeemable, Rated, Listed Market Linked NCDs of
face value of ri0,00,000/- each for an amount of
r28.40 Crore were redeemed and paid-off. Accordingly,
the aggregate outstanding long-term debt securities

i.e. NCDs as on March 31, 2025 was ri,170 Crore.

The Company has been servicing payment of the
interest on the due dates.

The details of the Debenture Trustee of the Company
are as under:

Beacon Trusteeship Limited

5W, 5th Floor, The Metropolitan,

Bandra Kurla Complex, Bandra (East),

Mumbai, Maharashtra - 400 051

Tel: 91 22 - 46060278

Website: http://beacontrustee.co.in/

COMMERCIAL PAPERS

During the year under review, the Company has issued
Commercial Papers ("CPs") as short-term borrowing
instruments, which are listed on BSE.

As on March 31, 2025, the outstanding amount of listed
CPs is r6,070 Crore. Further, the Company has made
timely re-payment of its CPs matured during the year.

DEPOSITS

During the year under review, the Company has
not accepted or renewed any amount falling within
purview of the provisions of Section 73 of the Act
read with the Companies (Acceptance of Deposits)
Rules, 2014 (as amended from time to time).

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) & 134(3)
of the Act read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014
(as amended from time to time), the Annual Return
of the Company in prescribed e-Form MGT-7 for the
FY 2024-25 is uploaded on the website of the Company
at www.motilaloswalgroup.com.

MANAGEMENT DISCUSSION AND ANALYSIS

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

SUBSIDIARY COMPANIES

The Company along with its Subsidiaries, offers a
diversified range of financial products and services
such as institutional equities, asset management
business, housing finance, private equity, private
wealth management, investment banking, loan and
investment activities.

During the year under review, the Company has
acquired 5,00,000 Equity Shares having face value of
r10/- each of Gleiten Tech Private Limited (currently
known as 'Motilal Oswal Custodial Services Private
Limited') ("MOCSPL") for a consideration of r50,00,000/-
representing to 100% of the issued and paid-up
capital of MOCSPL. Accordingly, MOCSPL has become
Wholly-Owned Subsidiary of the Company.

Further, subsequent to the Financial Year ended
March 31, 2025, the Company has incorporated a
Step-down Wholly-Owned Subsidiary Company in the
name & style as 'Motilal Oswal International Wealth
Management Limited' in Dubai International Financial
Centre, Wholly-Owned Subsidiary of MO Alternate
Investment Advisors Private Limited.

Accordingly, the Company has 20 Subsidiaries
(including Step-down Subsidiaries) as on date of
issuing of this Board's Report. There are no Associate
Companies or Joint Venture within the meaning of
Section 2(6) of the Act as on March 31, 2025.

Further, pursuant to the provisions of Section 136(1) of
the Act, the Financial Statements for the period ended
March 31, 2025 of each Subsidiary of the Company
is available on the website of the Company at
www.motilaloswalgroup.com/Investor-Relations/
Financial-Report/Financial-Statement-of-Subsidiaries.

Material Subsidiaries

As required under Regulation 16(l)(c) & 46 of the
Listing Regulations, the Board has approved the Policy
on Determination of Material Subsidiaries. The said
Policy is available on the website of the Company
and can be accessed at www.motilaloswalgroup.com/
Downirvirdir/1635308435Policy-on-Determination-of-
Material-Subsidiaries.pdf.

Further, as per the aforesaid provisions, Motilal Oswal
Asset Management Company Limited ("MOAMC"),
Motilal Oswal Finvest Limited ("MOFL") and Motilal
Oswal Home Finance Limited ("MOHFL") have been
determined as Material Subsidiaries of the Company
during the FY 2024-25.

Investment in the Subsidiaries

During the year under review, the Company has made
following investment in its Subsidiaries by subscribing:

^ 60,00,000 Equity Shares of face value of ?10/-

each at the rate of ?12.85/- each aggregating to
r7.71 Crore of Motilal Oswal Broking and Distribution
Limited (Formerly Glide Tech Investment Advisory
Private Limited), Wholly-Owned Subsidiary of the
Company.

^ 5,97,01,480 Equity Shares of face value of ?10/-

each at the rate of ?10.05/- each aggregating to
~r60 Crore of MOCSPL.

Performance and Financial Position of the
Subsidiaries

As required under Rule 5 & 8(1) of the Companies
(Accounts) Rules, 2014 (as amended from time to
time), a report on the highlights of performance of
the Subsidiaries and their contribution to the overall
performance of the Company has been appended as
Annexure 1 to this Board's Report.

Pursuant to the provisions of Section 129(3) of the
Act, a statement containing salient features of the
Financial Statements of the Subsidiaries in Form AOC-1
is annexed to the Consolidated Financial Statements
forming part of the Annual Report.

In accordance with the provisions of Section 136 of
the Act, the separate Audited Financial Statements of
each Subsidiary Company are also accessible on the
website of your Company at www.motilaloswalgroup.
com/Investor-Relations/Financial-Report/Financial-
Statement-of-Subsidiaries. These documents will
be available for inspection in electronic mode.
Members can inspect the same up to the date of
the AGM, by sending an e-mail to the Company at
shareholders@motilaloswal.com. The Company will

provide a copy of the Audited Financial Statements
of each Subsidiary Company to any Member upon
request.

The Company monitors performance of its
Subsidiary Companies, inter-alia, by the
following means:

>Ý Financial Statements, in particular investments
made by the Subsidiary Companies, are reviewed
quarterly by the Company's Audit Committee.

>Ý Minutes of the Board Meetings of the Subsidiary
Companies are placed before the Company's
Board regularly.

>Ý A statement containing all significant transactions
and arrangements entered into by the Subsidiary
Companies is placed before the Company's
Board.

>Ý Presentations are made to the Company's Board
on business performance of major Subsidiaries of
the Company by the senior management.

BOARD, COMMITTEES OF THE BOARD & KEY
MANAGERIAL PERSONNEL

Composition of the Board

The composition of the Board is in accordance with the
provisions of Section 149 of the Act and Regulation 17 of
the Listing Regulations, with an optimum combination
of Executive, Non-Executive and Independent Directors.

The Board has 10 (Ten) Directors comprising of
1 (One) Non-Executive Chairman, 1 (One) Managing
Director & Chief Executive Officer, 1 (One) Managing
Director, 2 (Two) Whole-time Directors and
5 (Five) Independent Directors as on March 31, 2025.
The complete list of Directors of the Company has
been provided in the Report on Corporate Governance
forming part of the Annual Report.

During the year under review, Mr. Navin Agarwal
(DIN: 00024561) was re-designated from Non-Executive
Director to Managing Director, for a term of 5 (Five) years
w.e.f. April 26, 2024 to April 25, 2029, by the Members of
the Company.

Following the Financial Year ended March 31, 2025,
the Board at its Meeting held on April 25, 2025, based
on the recommendation of the NRC, re-appointed
Mr. Motilal Oswal (DIN: 00024503) as the Managing
Director & Chief Executive Officer of the Company
for a term of 5 (Five) years from January 18, 2026 to
January 17, 2031, and Mr. Rajat Rajgarhia (DIN: 07682114)
as Whole-time Director for a term of 5 (Five) years from
July 31, 2025 to July 30, 2030; both re-appointments
are subject to the approval of the Members of the
Company and are liable to retire by rotation.

The Directors on the Board are persons with proven
competency, integrity, experience, leadership qualities,
financial and strategic insights. They have a strong
commitment to the Company and devote sufficient
time to the Meetings.

Director(s) liable to retirement by rotation

In accordance with Section 152 of the Act and Articles
of Association of the Company, Mr. Navin Agarwal
(DIN: 00024561) and Mr. Ajay Menon (DIN: 00024589)
will retire by rotation at the ensuing AGM and being
eligible, have offered themselves for re-appointment.
Based on the recommendation of the NRC, the Board
recommends their re-appointment(s) for the approval
of the Members of the Company. The brief profile of
Mr. Navin Agarwal and Mr. Ajay Menon are included in
the Notice of the AGM of the Company.

Meetings of the Board

During the year under review, the Board met
4 (Fourl times to discuss and approve various matters
including Financials Statements, issuance of Bonus
Shares, change in Designation of Mr. Navin Agarwal,
Alteration in Articles of Association, ESOP Scheme - X,
Change in Senior Management Personnel, Declaration
of Interim Dividend, Withdrawal of the Scheme of
Arrangement and other various businesses. For
further details, please refer to the Report on Corporate
Governance forming part of the Annual Report. The
maximum interval between any two meetings did
not exceed 120 (One Hundred and Twenty) days, as
prescribed in the Act and Listing Regulations.

Committees of the Board

The Board has set-up various Committees in
compliance with the requirements of the business
& relevant provisions of applicable laws and layered
down well documented terms of references of all the
Committees. Details with respect to the composition,
terms of reference and number of Meetings held, etc.
are included in the Report on Corporate Governance
forming part of the Annual Report.

During the year under review, all the recommendations/
submissions made by the Audit Committee and other
Committees of the Board were accepted by the Board.

Separate Meeting of Independent Directors

As stipulated in the Code of Conduct for Independent
Directors under the Act and Listing Regulations, 2 (Two)
separate Meeting of Independent Directors of the
Company were held on April 26, 2024 & January 28, 2025
to review the Internal Audit Mechanism; and to review
the performance of Non-Independent Directors
(including the Chairman) and Board as a whole.
Independent Directors also assessed the quality,
quantity and timeliness of flow of information between
the Company Management and Board, which is
necessary to effectively and reasonably perform and
discharge their duties.

Declaration by Independent Directors

All Independent Directors of your Company have
submitted their declaration of independence as
required under provisions of Section 149(7) of the Act
and Regulation 25(8) of the Listing Regulations. These
declarations affirm that they meet the criteria of
independence as provided in Section 149(6) of the Act

and Regulation 16(1)(b) of the Listing Regulations and
are not disqualified from continuing as Independent
Directors of your Company. Further, veracity of the
above declarations has been assessed by the Board
in accordance with Regulation 25(9) of the Listing
Regulations.

The Board is of the opinion that Independent Directors
of the Company hold highest standards of integrity
and possess requisite qualifications, expertise &
experience (including the proficiency) and competency
in the business & industry knowledge, financial
expertise, digital & information technology, corporate
governance, legal and compliance, marketing & sales,
risk management, leadership & human resource
development and general management as required
to fulfill their duties as Independent Directors

Further, in terms of the provisions of Section 150 of the
Act read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014 (as amended
from time to time), all Independent Directors have
confirmed that they have registered themselves
with databank maintained by the Indian Institute
of Corporate Affairs ('IICA'). These declarations/
confirmations have been placed before the Board.

Key Managerial Personnel

As at March 31, 2025, the Company has the following
Key Managerial Personnel:

1) Mr. Motilal Oswal - Managing Director & Chief
Executive Officer

2) Mr. Navin Agarwal - Managing Director (appointed
w.e.f. April 26, 2024)

3) Mr. Ajay Menon - Whole-time Director

4) Mr. Rajat Rajgarhia - Whole-time Director

5) Mr. Shalibhadra Shah - Chief Financial Officer

6) Mr. Kailash Purohit - Company Secretary &
Compliance Officer

During the period under review, apart from the
aforesaid, there were no changes in the Key Managerial
Personnel of the Company.

FAMILIARIZATION PROGRAMMES

In terms of the provisions of Regulation 25 of the
Listing Regulations, the Company has framed a policy
on 'Familiarization Programmes for Independent
Directors'. Accordingly, upon appointment of an
Independent Director, the appointee is given a formal
Letter of Appointment, which inter-alia explains the
role, function, duties and responsibilities expected as
a Director of the Company.

Further, Independent Directors are familiarized
with the Company, their roles, responsibilities in the
Company, nature of industry in which the Company
operates, business model of the Company, various
businesses in the group etc. The Directors are also
explained in detail the compliance required from
them under the Act and Listing Regulations. Further,
on an ongoing basis as a part of Agenda of the

Board/Committee Meetings, presentations are
regularly made to Independent Directors on various
matters inter-alia covering the business strategies,
management structure, management development,
quarterly and annual results, budgets, review of internal
audit, risk management framework, operations of the
Subsidiaries.

The specific details of trainings are covered in the
Business Responsibility & Sustainability Report ("BRSR")
forming part of the 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 and can be accessed at
www.motilaloswalgroup.com/Downirvirdir/l005287
915Familiarization-Programmes-for-Independent-
Director.pdf.

COMPANY'S POLICY ON DIRECTOR'S
APPOINTMENT AND REMUNERATION

Section l78 of the Act and Regulation l9 read with
Part D of Schedule II of the Listing Regulations
requires the NRC to formulate a Policy relating to
the remuneration for the Directors, Key Managerial
Personnel ("KMP"), Senior Management and other
employees of the Company; and recommend the
same for approval of the Board.

The Company, based on the recommendation of the
NRC, has framed a Nomination and Remuneration
Policy relating to appointment of Directors, payment
of managerial remuneration, Directors qualifications,
positive attributes, independence of Directors and
other related matters as provided under Section l78
of the Act and Regulation l9 read with Part D of
Schedule II of the Listing Regulations.

Accordingly, in compliance to the aforesaid provisions,
the Nomination and Remuneration Policy of the
Company is available on the website of the Company
and can be accessed at www.motilaloswalgroup.com/
Downirvirdir/785307607MOFSL Vigil-MechanismWhistle-
Blower-Policy.pdf.

The salient features of the Nomination and
Remuneration Policy are given below:

Appointment criteria and qualifications:

1. The NRC shall identify and ascertain the integrity,
qualification, expertise and experience of the
person for appointment as Director, KMP or Senior
Management and recommend to the Board his/
her appointment.

2. A person should possess adequate qualification,
expertise and experience for the position he/
she is considered for appointment. The NRC
has discretion to decide whether qualification,
expertise and experience possessed by a person
are sufficient/satisfactory for the concerned
position.

3. The Company shall not appoint or continue the
employment of any person as Managing Director/
Whole-time Director/Manager who-

(a) is below the age of twenty-one years or has
attained the age of seventy years.

Provided that the term of the person holding
this position may be extended beyond the
age of seventy years with the approval of the
Shareholders by passing a Special Resolution
based on the explanatory statement annexed
to the Notice for such motion indicating the
justification for extension of appointment
beyond seventy years.

Provided further that where no such special
resolution is passed but votes cast in favour
of the motion exceed the votes, if any,
cast against the motion and the Central
Government is satisfied, on an application
made by the Board, that such appointment
is most beneficial to the Company, the
appointment of the person who has attained
the age of seventy years may be made.

(b) is an undischarged insolvent or has at any
time been adjudged as an insolvent;

(c) has at any time suspended payment to his
creditors or makes, or has at any time made,
a composition with them; or

(d) has at any time been convicted by a court
of an offence and sentenced for a period of
more than six months.

4. The Company shall not appoint a person or
continue the directorship of any person as a
Non-Executive Director who has attained the
age of seventy-five years unless a Special
Resolution is passed to that effect, in which case
the explanatory statement annexed to the Notice
for such motion shall indicate the justification for
appointing such a person.

Provided that the Company shall ensure
compliance with this clause at the time of
appointment or re-appointment or any time prior
to the non-executive director attaining the age of
seventy-five years.

>Ý Term /Tenure:

1. Managing Director/Whole-time Director/
Manager ("Managerial Person"):

• The Company shall appoint or re-appoint
any person as its Managerial Person for a
term not exceeding five years at a time.
No re-appointment shall be made earlier
than one year before the expiry of term.

2. Independent Director:

• An Independent Director shall hold office
for a term up to five consecutive years
on the Board of the Company and will be
eligible for re-appointment on passing
of a Special Resolution by the Company

and disclosure of such re-appointment
shall be made in the Board's Report of
the Company.

• No Independent Director shall hold office
for more than two consecutive terms,
but such Independent Director shall be
eligible for re-appointment after expiry
of three years of ceasing to become an
Independent Director.

Provided that an Independent Director shall
not, during the said period of three years, be
appointed in or be associated with the Company
in any other capacity, either directly or indirectly.

^ Evaluation:

The performance evaluation shall be carried out
as given below:

^ Removal:

The NRC may recommend, to the Board with
reasons recorded in writing, removal of a Director,
KMP or Senior Management subject to the
provisions of the Act and Listing Regulations.

^ Retirement:

The Director, KMP and Senior Management shall
retire as per the applicable provisions of the Act
and the prevailing internal policy of the Company.
The Board will have the discretion to retain the
Director, KMP, Senior Management in the same
position/remuneration or otherwise even after
attaining the retirement age, for the benefit of the
Company.

Provisions relating to remuneration of Managerial
Person, KMP and Senior Management

General:

1. The remuneration/compensation/
commission etc. to Managerial Person, KMP
and Senior Management will be determined
by the NRC and recommended to the Board for
approval. The remuneration/compensation/
commission etc. shall be subject to the prior/
post approval of the Shareholders of the
Company and such other approval, wherever
required.

2. The remuneration and commission to be
paid to Managerial Person shall be as per

the statutory provisions of the Act and Listing
Regulations, and the rules made there under
for the time being in force.

3. Increments to the existing remuneration/
compensation structure may be
recommended by the NRC to the Board
which should be within the slabs approved
by the Shareholders in the case of Managerial
Person.

4. The remuneration structure will have a
right mix of guaranteed (fixed) pay, pay for
performance and long term variable pay
based on business growth and other factors
such as growth in shareholder value to ensure
that it is competitive and reasonable.

5. Where any insurance is taken by the Company
on behalf of its Managerial Person, KMP and
for Senior Management for indemnifying them
against any liability, the premium paid on
such insurance shall not be treated as part
of the remuneration payable to any such
personnel.

Provided that if such person is proved to be
guilty, the premium paid on such insurance
shall be treated as part of the remuneration.

^ Remuneration to Managerial Person, KMP
and Senior Management:

1. Fixed pay:

Managerial Person, KMP and Senior Management
shall be eligible for a monthly remuneration
as may be approved by the Board on the
recommendation of the NRC in accordance with
the statutory provisions of the Act and the Rules
made thereunder for the time being in force.
The break-up of the pay scale and quantum of
perquisites including employer's contribution to
Provident Fund(s), pension scheme(s), medical
expenses, club fees etc. shall be decided and
approved by the Board on the recommendation
of the NRC and approved by the Shareholders and
such other approval, wherever required.

2. Variable Pay:

The Company may in its discretion structure
any portion of remuneration to link rewards
to corporate and individual performance,
fulfilment of specified improvement targets or the
attainment of certain financial or other objectives
set by the Board. The amount payable shall be
based on performance against pre-determined
financial and non-financial metrics.

3. Provision for excess remuneration:

If, in any financial year, the Company has no profits
or its profits are inadequate, the Company shall
pay remuneration to its Managerial Person in
accordance with the provisions of Schedule V of
the Act. If any Managerial Person draws or receives,
directly or indirectly by way of remuneration any
such sums in excess of the limits prescribed

under the Act or without such approval, wherever
required, he/she shall refund such sums to the
Company and until such sum is refunded, hold it
in trust for the Company.

Provided that the Company may waive the
recovery of any sum refundable to it after passing
of the Special Resolution within two years from the
date the sum becomes refundable.

^ Remuneration to Non-Executive/
Independent Director:

1. Remuneration/Commission:

The remuneration/commission, if any, shall be
in accordance with the statutory provisions of
the Act and the Rules made thereunder for
the time being in force.

2. Sitting Fees:

The Non-Executive/Independent Director
may receive remuneration by way of fees for
attending meetings of Board or Committee
thereof.

Provided that the amount of such fees
shall not exceed the maximum amount as
provided in the Act, per meeting of the Board
or NRC or such amount as may be prescribed
from time to time.

3. Limit of Remuneration/Commission:

Remuneration/Commission may be paid to
Non-Executive Directors within the monetary
limit approved by the Shareholders, subject
to the limit not exceeding 1% of the net
profits of the Company computed as per
the applicable provisions of the Act. If, in any
financial year, the Company has no profits
or its profits are inadequate, the Company
shall pay remuneration to its Non-Executive/
Independent Directors in accordance with
the provisions of Schedule V of the Act. If any
Non-Executive/Independent Director draws
or receives, directly or indirectly by way of
remuneration any such sums in excess of the
limits prescribed under the Act or without such
approval, wherever required, he/she shall
refund such sums to the Company, within
two years or such lesser period as may be
allowed by the Company, and until such sum
is refunded, hold it in trust for the Company.

Provided that the Company may waive the
recovery of any sum refundable to it after
passing of special resolution within two years
from the date the sum becomes refundable.

During the year under review, the Policy was amended/
updated to carry out changes required to be
incorporated in accordance with the regulatory
changes.

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3)(p)
and Schedule IV of the Act and in accordance to

Regulation 17(10) and 25(4) of the Listing Regulations,
the Board has carried out the annual performance
evaluation of the Board as a whole, various
Committees of the Board and of Individual Directors.
The performance evaluation of Independent Directors
was carried out by the entire Board of the Company.

The Board and NRC reviewed the performance of
Individual Directors based on various aspects which,
inter-alia, included transparency, performance, the
level of participation in the Board Meetings, inputs
provided to executive management on matters of
strategic importance, familiarization with the business
of the Company and its Subsidiaries, etc.

In a separate Meeting of Independent Directors,
performance of Non-Independent Directors and
Chairman of the Company was evaluated, taking
into account the views of Executive Directors and
Non-Executive Directors. The same was discussed
in the Board Meeting that followed the Meeting of
Independent Directors, at which the performance of
the Board, its Committees and Individual Directors was
also discussed.

The outcome of the performance evaluation of the
Board for the year under review was discussed by
the NRC and Board at their respective Meetings. All
Directors expressed satisfaction with the evaluation
process.

SUCCESSION PLAN

To support the long-term sustainability and ongoing
success of the Company, the Board has satisfied that
the Company has an effective mechanism in place
for ensuring orderly succession for appointments to
the Board and Senior Management by identification
of talent and further development process, to build
a pipeline of talent to meet future leadership needs.

PARTICULARS OF EMPLOYEES

Disclosure with respect to the percentage increase
in remuneration, ratio of the remuneration of each
Director and Key Managerial Personnel to the median
employee's remuneration and other details in terms
of the provisions of Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
(as amended from time to time), has been appended
as Annexure 2 to this Board's Report.

In terms of first proviso to Section 136 of the Act, the
Report and Financial Statements are 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) & 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (as amended from
time to time). The said information pertaining to the
names and other particulars of employees will be
available for inspection by the Members in electronic
mode. The Members can inspect the same up to the
date of the AGM, by sending an e-mail to the Company
at shareholders@motilaloswal.com or upon a request

in physical form. Any Member interested in obtaining
a copy of the said Annexure may write to Company
Secretary & Compliance Officer of the Company in
this regard.

The Board affirms that the remuneration paid to Senior
Management of the Company is as per the Nomination
and Remuneration Policy of the Company.

GOVERNANCE

Report on Corporate Governance

A detailed Report on Corporate Governance in terms of
the provisions of Schedule V of the Listing Regulations
for the FY 2024-25, is forming part of the Annual Report.

Further, a Certificate from M/s. Singhi & Co., Statutory
Auditors of the Company confirming compliance with
conditions of Corporate Governance as stipulated
in Regulation 34 read with Schedule V to the Listing
Regulations is annexed to the Report on Corporate
Governance.

Code of Conduct

Pursuant to the provisions of Regulation 26(3) of
the Listing Regulations, all the Directors and Senior
Management of the Company have affirmed
compliance with the Code of Conduct of the Company.

Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of the Act
read with Rule 7 of the Companies (Meetings of Board
and its Powers) Rules 2014 (as amended from time to
time) and Regulation 22 of the Listing Regulations, the
Company has framed Vigil Mechanism/Whistle Blower
Policy to enable Directors and employees to report
genuine concerns or grievances, significant deviations
from key management policies and report any
non-compliance and wrong practices, e.g., unethical
behavior, fraud, violation of law, inappropriate
behavior/conduct etc.

The functioning of the Vigil Mechanism is reviewed by
the Audit Committee from time to time. None of the
Directors or employees have been denied access to
the Audit Committee of the Board.

The objective of this mechanism is to maintain a
redressal system which can process all complaints
concerning questionable accounting practices,
internal controls, or fraudulent reporting of financial
information.

The Whistle Blower Policy framed by the
Company is in compliance with the requirements
of the Act and Listing Regulations, and is
available on the website of the Company and
can be accessed at www.motilaloswalgroup.
com/Downirvirdir/785307607MOFSL Vigil-
MechanismWhistle-Blower-Policy.pdf.

Prevention of Sexual Harassment of Women at
Workplace

The Company has zero tolerance on sexual harassment
at workplace. The Company has formulated a Policy on

Prevention of Sexual Harassment at Workplace and has
also constituted an Internal Complaints Committee
("ICC") as stipulated by the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules made thereunder
(as amended from time to time). Appropriate reporting
mechanisms are in place for ensuring protection
against Sexual Harassment and the right to work with
dignity.

During the year under review, ICC had received
6 (Six) Complaints relating to sexual harassment, which
have been investigated and closed.

Further, during the FY 2023-24, the Company
had received 4 (Four) Complaints, out of which
1 (One) Complaint was re-opened during the FY 2024-25
and after necessary enquiries, was appropriately
handled by the Internal Complaints Committee of the
Company and stands closed as on date.

RISK MANAGEMENT

Risk is an integral and unavoidable component of
business. Though risks cannot be eliminated, an
effective risk management program ensures that risks
are reduced, avoided, mitigated or shared.

The Company realizes the importance of Enterprise Risk
Management ("ERM") framework and had taken early
initiatives towards its implementation. The Company
has also formulated group Risk Management Policy.

Further, the Company, being a Qualified Stock Broker
("QSB") in terms of the SEBI Circular bearing reference
no. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/24 dated
February 06, 2023 read with the Exchanges Circulars
issued in this regard (as amended from time to
time), has also adopted a separate, clear and a
well-documented Risk Management Framework
which encompasses the list of all relevant risks which
may have to be borne by the Company, addressing
root cause of the risks, prevention of recurrence of
such risks, early identification and prevention of risk,
assess the likely impact of a probable risk event on
various aspects of the functioning of the Company &
assign accountability and responsibility of KMP in the
organization.

A systematic approach has been adopted that
originates with the identification of risk, categorization
and assessment of identified risk, evaluating
effectiveness of existing controls and building
additional controls to mitigate risk and monitoring the
residual risk through effective Key Risk Indicators ("KRI").
The implementation is being carried out in phased
manner with the objective to encompass the entire
line of businesses.

Effective ERM involves a robust implementation of three
lines of defense - first line of defense is the front-line
employees, the second line of defense is the risk and
compliance function and the third line of defense is
external and internal auditors. To build an effective
risk culture significant effort has been made towards
robustness of these lines of defense.

Further, pursuant to the provisions of Regulation 21 of
the Listing Regulations, the Board has also constituted
the Risk Management Committee, details of which are
mentioned in the Report on Corporate Governance.
The composition of the Committee is in conformity
with the Listing Regulations, with the majority of
Members being Directors of the Company. The Risk
Management Committee is, inter-alia, authorized to
monitor and review the risk assessment, mitigation
and risk management plans for the Company from
time to time and report the existence, adequacy
and effectiveness of the above process to the Audit
Committee/Board on a periodic basis.

In the opinion of the Board, there are no elements of
risks threatening the existence of the Company.

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

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

In terms of the provisions of Regulation 34(2)(f) of
the Listing Regulations, the initiatives taken by the
Company from an Environmental, Social, Governance
& Sustainability perspective are provided in the
Business Responsibility & Sustainability Report ("BRSR")
which is presented in a separate section and forms
part of the Annual Report and is also uploaded on the
website of the Company at www.motilaloswalgroup.
com. BRSR includes details on performance against
the nine principles of the National Guidelines on
Responsible Business Conduct and a report under
each principle, which is divided into essential and
leadership indicators is also part of it.

Further, the SEBI vide its Circular bearing reference
no. SEBI/HO/CFD/CFDSEC-2/P/CIR/2023/122 dated
July 12, 2023, updated the format of BRSR to incorporate
BRSR core, a subset of BRSR, indicating specific Key
Performance Indicators ("KPIs") under 9 (Nine) ESG
attributes, which are subject to mandatory reasonable
assurance by an Independent Assurance/Assessment
Provider from the FY 2024-25.

In view of the aforesaid, the Company has appointed
Moore Singhi Advisors LLP as the Assurance/Assessment
Provider and provide their report on BRSR Core of the
Company for the FY 2024-25.

The Business Responsibility & Sustainability Committee
overviews the BRSR and policies as may be required
from time to time.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the
Act read with the Companies (Audit and Auditors)
Rules, 2014 (as amended from time to time), M/s. Singhi
& Co., Chartered Accountants, were appointed as the
Statutory Auditors of the Company by the Members at
the 17th AGM of the Company held on July 11, 2022 for
a term of 5 (Five) years commencing from 17^th AGM till
the conclusion of 22^nd AGM of the Company.

The Auditors have confirmed that they are not
disqualified to continue as Auditors and are eligible
to hold office as Auditors of the Company.

The Audit Committee reviews independence and
objectivity of the Auditors and effectiveness of the
audit process.

Mr. Amit Hundia, Partner of M/s. Singhi & Co., has signed
the Audited Financial Statements of the Company.

Statutory Auditors' Report

The Statutory Auditors' Report issued by
M/s. Singhi & Co. for the year under review does
not contain any qualification, reservations, adverse
remarks or disclaimer. The Notes to Accounts referred
to in the Auditors' Report are self-explanatory,
therefore, do not call for any further clarifications under
Section 134(3)(f) of the Act.

SECRETARIAL AUDITOR

In terms of the provisions of Section 204 of the Act read
with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (as amended from
time to time), the Board had appointed M/s. U. Hegde
& Associates, Company Secretaries, as Secretarial
Auditor to undertake the Secretarial Audit of the
Company for the FY 2024-25.

Further, pursuant to the provisions of Regulation 24A
of the Listing Regulations and in accordance with
Section 204 of the Act, basis recommendation of the
Board, the Company is required to appoint Secretarial
Auditor, with the approval of the Members at its AGM.

In light of the aforesaid, the Board of the Company has
recommended the appointment of

M/s. Makarand M. Joshi & Co., Company Secretaries
(Firm Registration Number P2009MH007000) as the
Secretarial Auditor of the Company for a period of
5 (five) consecutive financial years i.e. from FY2025-26
up to FY2029-30, subject to approval of the Members
at the ensuing AGM of the Company, to undertake
Secretarial Audit as required under the Act and Listing
Regulations and issue the necessary Secretarial Audit
Report for the aforesaid period.

Further, the Secretarial Auditor has confirmed that they
have subjected themselves to Peer Review process by
the Institute of Company Secretaries of India ("ICSI")
and hold valid certificate issued by the Peer Review
Board of ICSI.

Secretarial Audit & Annual Secretarial
Compliance Report

The Secretarial Audit Report of the Company issued
by the Secretarial Auditor has been appended as
Annexure 3 to this Board's Report.

Pursuant to the provisions of Regulation 24A of the
Listing Regulations, Annual Secretarial Compliance
Report for the Financial Year ended March 31, 2025 was
obtained from M/s. U. Hegde & Associates, Practicing
Company Secretaries.

There is no adverse remark, qualifications or reservation
in the Secretarial Audit Report and Annual Secretarial
Compliance Report of the Company.

Secretarial Audit of the Material Subsidiaries

In terms of the provisions of Regulation 24A of the
Listing Regulations, the Secretarial Audit Report of
the Material Subsidiaries i.e. MOAMC, MOFL & MOHFL
received from their respective Secretarial Auditors
for the FY 2024-25 are available at website of the
Company at www.motilaloswalgroup.com.

Reporting of frauds by Auditors

During the year under review, a fraud incident was
identified following a customer complaint, and an
internal investigation confirmed that the fraud was
committed by an employee in relation to a customer.
A police complaint was filed against the concerned
employee, and the matter was subsequently brought
to the notice of the Statutory Auditors and Secretarial
Auditor during their audit. In compliance with
Section 143(12) of the Act read with Rule 13 of
the Companies (Audit and Auditors) Rules, 2014
(as amended from time to time), the Statutory Auditors
reported the incident to the Audit Committee within
2 (Two) days of becoming aware of it.

The Company's Management further carried out a
detailed investigation, including system log reviews,
and confirmed that the employee had not engaged
in similar misconduct with other customers. A broader
verification across teams also revealed no other
such instances. The incident has no impact on the
Company's compliance with applicable laws and
regulations.

MAINTENANCE OF COST RECORDS & COST
AUDIT

The Company is engaged in carrying Stock Broking
& related activities and hence, provisions related to
maintenance of cost records and requirement of cost
audit as prescribed under the provisions of Section
148(1) of the Act are not applicable.

INTERNAL AUDITORS

The Board at its Meeting held on April 27, 2023 had
appointed M/s. BDO India LLP and M/s. M S K C &
Associates as Internal Auditors of the Company for a
term of 5 (Five) years commencing from the FY 2023-24
to the FY 2027-28.

Further, during the year under review, the Board at
its Meeting held on April 26, 2024 has appointed
M/s. M S K A & Associates, Chartered Accountants, in
place of M/s. M S K C & Associates as Internal Auditors
of the Company for the remaining period from the
half-year ended March 31, 2024, up to the FY 2027-28,
in light of an Exchange clarification regarding the

eligibility criteria linked to the empanelment of Internal
Auditors with the Exchanges.

The periodic reports of the said Internal Auditors are
regularly placed before the Audit Committee along
with the comments of the management on the action
taken to correct any observed deficiencies on the
working of the various departments.

INTERNAL FINANCIAL CONTROLS

The Company has established and maintained
adequate Internal Financial Controls ("IFCs")
commensurate with the size and nature of its
operations. These controls are designed to provide
reasonable assurance regarding the reliability of
financial reporting, safeguarding of assets, prevention
and detection of fraud and errors, accuracy and
completeness of accounting records, and the timely
preparation of financial statements in accordance
with applicable accounting standards.

During the year under review, the IFCs were found to
be operating effectively. The Statutory Auditors have
not reported any material weakness or significant
deficiency in the design or operation of such controls.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The details of conservation of energy, technology
absorption and foreign exchange earnings and outgo
of the Company are as follows:

A) Conservation of Energy: Information on
Conservation of energy as required under
Section 134(3)(m) of the Act read with the
Rules made thereunder is not applicable to the
Company and hence, no annexure forms part of
the Board's Report.

B) Technology Absorption: The management keeps
itself abreast of the technological advancements
in the industry and has adopted best in class
technology across business, operations and
functions.

The Company is accelerating the technology
and digital transformation on continuous basis. It
stays invested in creating a seamless digital and
customer experience across digital touchpoints.
Your Company's focused approach is to keep on
enhancing its in-house tech capabilities.

For detailed information on initiatives taken by the
Company for technology absorption, please refer
Business Responsibility & Sustainability Report
forming part of the Annual Report.

C) Foreign Exchange Earnings and Outgo: Please
refer Note no. 48 to the Standalone Financial
Statements, forming part of the Annual Report.

DISCLOSURE OF DETAILS OF UNCLAIMED EQUITY SHARES IN THE SUSPENSE ACCOUNT:

Pursuant to the provisions of Regulation 34 read with Schedule V of the Listing Regulations, the Company reports
the following details in respect of unclaimed Equity Shares that are kept in Specific Suspense Demat Accounts
of the Company:

® In connection with the Bonus Issue during the year, 3,618 Equity Shares were allotted to the Shareholders whose
original holdings were in physical form, or whose demat account details were not updated with the Company/
Registrar and Share Transfer Agent i.e. MUFG Intime India Private Limited (formerly Link Intime India Private Limited),
or whose KYC details were incomplete. These Equity Shares were credited to the Company’s Suspense Escrow
Demat Account titled ‘MOFSL - Bonus 2024 - Suspense Escrow Demat - Proprietary Account’.

We hereby confirm that the voting rights of the
aforesaid Shares shall remain frozen till the rightful
owner of these Shares will claim these Shares.

TRANSFER TO THE INVESTOR EDUCATION AND
PROTECTION FUND

Pursuant to the provisions of the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 (as amended from time to
time), the Shares in respect of which the dividend
is unpaid/unclaimed for 7 (Seven) consecutive
years are required to be transferred to the Investor
Education and Protection Fund ("IEPF") after giving
an opportunity to the Shareholders to claim the said
unpaid/unclaimed dividend.

Accordingly, the Company issued the reminder letters
to such Shareholders to claim the dividend and also
published the notice to such effect in the leading
newspaper in English and Regional Language having
wide circulation and informed them that in the event
of failure to claim said dividend, the unpaid/unclaimed
dividend along with Shares pertaining to unpaid/
unclaimed dividend would be transferred to the IEPF.

Subsequently, the Company has transferred
unpaid/unclaimed dividend of Final Dividend
for the FY 2016-17 amounting to r 2,45,901/- on
September 09, 2024 and of Interim Dividend for the
FY 2017-18 amounting to r4,14,796/- on March 04, 2025.
Further, 158 & 124 Equity Shares were also transferred
to the IEPF on September 30, 2024 & March 18, 2025,
respectively, of those Shareholders who has not
claimed any dividend during the consecutive 7 years.

Further, pursuant to the Bonus Issue, 58,083 Equity
Shares corresponding to the Equity Shares already
transferred and held in the name of the IEPF were

also transferred to the IEPF in accordance with the
provisions of Section 124 of the Companies Act, 2013,
read with the IEPF Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016, as amended from time to time.

The details of such Shares are available on the website
of the Company at www.motilaloswalgroup.com/
Investor-Relations/Disclosures/IEPF. The concerned
Shareholders are requested to claim the said Shares
by directly approaching to the IEPF Authority.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act,
the Board, to the best of their knowledge, belief and
ability and explanations obtained by them, confirm
that:

1) in the preparation of the Annual Financial
Statements for the Financial Year ended
March 31, 2025, the applicable accounting
standards have been followed along with proper
explanation relating to material departures, if any;

2) 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 as at March
31, 2025 and of the profit of the Company for that
period;

3) the 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;

4) the Directors have prepared the annual accounts
on a going concern basis;

5) the Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
operating effectively; and

6) 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.

CORPORATE SOCIAL RESPONSIBILITY

The Company recognizes the responsibilities towards
society and strongly intends to contribute towards
development of knowledge based economy.

In terms of the provisions of Section 135 of the Act read
with the Companies (Corporate Social Responsibility
Policy) Rules, 2014 (as amended from time to time),
the Company has constituted a Corporate Social
Responsibility ("CSR") Committee. The composition and
terms of reference of the CSR Committee is provided
in the Report on Corporate Governance forming part
of the Annual Report.

The Company has also formulated a CSR Policy which
is available on the website of the Company at www.
motilaloswalgroup.com/Downirvirdir/l872881385CSR-
Policy.pdf. During the year under review, there has been
no change in the said Policy.

Further, the detailed CSR initiatives undertaken by the
Company are available at www.motilaloswal.com/
foundation/index.html.

The Company's CSR activities are mainly focused
on Education. The social contribution made by the
Company is covered in ESG section forming part of
the Annual Report. The Company's CSR initiatives are
broadly aligned with the Sustainable Development
Goals ("SDGs"), which indicate a holistic approach
towards social responsibility. We assure you that your
Company will continue to work towards its social
commitment and contribute in nation building with
the same zeal.

The Company has contributed towards its CSR
initiatives both directly and through Motilal Oswal
Foundation, a not-for-profit charitable Company
incorporated under Section 25 of the Companies
Act, 1956 as well as through various other not-for-profit
organisations.

An Annual Report on CSR activities as required under
the Companies (Corporate Social Responsibility
Policy) Rules, 2014 (as amended from time to time)
has been appended as Annexure 4 to this Board's
Report. Further, the Annual Action Plan on CSR activities
for the FY 2025-26 is also uploaded on the website
of the Company at www.motilaloswalgroup.com/
Downirvirdir/1745344494MOFSL—Composition-of-
Board-and-Committees.pdf.

PARTICULARS OF LOANS, INVESTMENTS,
GUARANTEES AND SECURITIES

Particulars of loans given, investments made,
guarantees given and securities provided along with

the purpose for which the loan or guarantee or security
provided is proposed to be utilised by the recipient of
loan or guarantee or security in terms of the provisions
of Section 186 of the Act and are disclosed under Notes
to Accounts annexed to the Standalone Financial
Statements for the Financial Year ended March 31, 2025
and the same forms part of the Annual Report.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act, Listing
Regulations and pursuant to the recommendation
of the Audit Committee, the Company has
formulated the Policy on Materiality and Dealing
with Related Party Transactions ("RPT Policy") which
is available on the Company's website and can
be accessed at www.motilaloswalgroup.com/
Downirvirdir/238540696Policy-on-Materiality-and-
Dealing-with-Related-Party-Transactions.pdf.

All related party transactions entered into during the
FY 2024-25 were on an arm's length basis and in the
ordinary course of business.

All related party transactions were placed before the
Audit Committee for prior approval. Prior omnibus
approval of the Audit Committee is obtained for the
transactions which are of unforeseen or repetitive in
nature. The details of all such related party transactions
entered into pursuant to the omnibus approval of
the Audit Committee, were placed before the Audit
Committee on a quarterly basis for its review.

Further, the Company has also obtained approval of
the Members of the Company for entering into material
related party transaction(s) with MOHFL.

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

Details of transactions, contracts and arrangements
entered into with related parties by the Company
during the FY 2024-25 are given under Note no. 52 to
the Standalone Financial Statements, which forms part
of the Annual Report.

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

COMPLIANCE WITH SECRETARIAL STANDARD

The Company has followed the applicable Secretarial
Standards ("SS") i.e. SS-1 and SS-2, issued by the
Institute of Company Secretaries of India, relating
to 'Meetings of the Board of Directors' and 'General
Meetings', respectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS

During the year under review, there were no significant
and material orders passed by the regulators or courts
or tribunals that would impact the going concern
status of the Company and its future operations.

OTHER DISCLOSURES

Your Directors confirm that no disclosure or reporting
is required in respect of the following matters, as there
were no such transactions during the year under
review:

^ issue of Equity Shares with differential rights as to
dividend, voting, or otherwise;

^ change in the nature of business of the Company;

^ receipt of remuneration or commission by the
Managing Director or Whole-time Directors from
any of the Company's Subsidiaries;

^ any proceedings under the Insolvency and
Bankruptcy Code, 2016, pending before the
National Company Law Tribunal or any other Court
by or against the Company;

^ any instance of one-time settlement with a Bank
or Financial Institution;

^ any scheme involving provision of money for
the purchase of the Company's own Shares
by employees or by trustees for the benefit of
employees; and

^ issue of Shares (including Sweat Equity Shares) to
employees of the Company, except for the grant

of options under the Employee Stock Options
Schemes referred to in this Board's Report.

ACKNOWLEDGEMENT

The Directors express their sincere gratitude to the
Reserve Bank of India, Securities and Exchange Board
of India, BSE Limited, National Stock Exchange of India
Limited, Ministry of Finance, Ministry of Corporate
Affairs, Regional Directors, Registrar of Companies,
other government and regulatory authorities, lenders,
financial institutions and the Company's Bankers for
the ongoing support extended by them. The Directors
also place on record their sincere appreciation for
the continued support extended by the Company's
stakeholders and trust reposed by them in your
Company. The Directors sincerely appreciate the
commitment displayed by the employees of the
Company and its Subsidiaries across all levels,
resulting in successful performance during the year
under review.

For and on behalf of the Board of
Motilal Oswal Financial Services Limited

Sd/-

Raamdeo Agarawal

Non-Executive Chairman

(DIN: 00024533)

Place: Mumbai
Date: April 25, 2025