The Board of Directors ("the Board") is pleased to present its 33^rd Annual Report along with the Audited Financial Statements of DAM
Capital Advisors Limited ("the Company") for the Financial Year ended March 31,2026 ("FY 2025-26 / FY 26").

1. Highlights of Financial Performance of the Company

Your Company''s Standalone and Consolidated Financial Performance during the Financial Year 2025-26 as compared to that of the
previous Financial Year 2024-25 is summarized below:

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

As on March 31,2026, Reserves and Surplus of the Company
were at ''314.07 crore (Standalone) (Rupees Three Hundred
Fourteen Crore and Seven Lakhs only) & ''317.77 crore
(Consolidated) (Rupees Three Hundred Seventeen Crore and
Seventy-Seven Lakhs only).

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

During the year under review, the Company remained focused
on strengthening and expanding its presence in Investment
Banking and Institutional Equities businesses.

During the year ended March 31,2026, the Company reported
Standalone Total Income of ''236.94 crore as compared to
'' 249.99 crore in the previous year. The Company recorded a
Standalone Net Profit after Tax of '' 72.51 crore as compared to
'' 103.64 crore during the previous year.

During the year ended March 31,2026, the Company reported
Consolidated Total Income of ''237.14 crore as compared to
'' 250.21 crore in the previous year. The Company recorded a
Consolidated Net Profit after Tax of '' 72.69 crore as compared
to '' 103.78 crore during the previous year.

Investment Banking Division:

Our Merchant Banking division, the cornerstone of Company''s
business, generated ''151.15 crore in revenue in FY26. This
performance was driven by the successful execution of 19
ECM and advisory transactions, raising over ''19,000 crore
across a diversified sectoral mix, including Cement, Healthcare,
Energy, EMS, Financial Services, Consumer, etc.

The transaction mix comprised 11 IPOs, 3 QIPs, 1 of each
Rights Issue, Preferential Issue, Buyback and Offer for Sale.
In addition, we undertook 1 M & A advisory. In response to
prevailing market volatility, the Company increased its focus
on select, high-quality transactions. As part of this strategic
shift, we sharpened our emphasis on fee-accretive mandates
across ECM and advisory businesses.

As of March 31, 2026, we have secured mandates for 25 IPOs,
with 14 DRHPs filed with SEBI, representing a 7.5% market
share of filed IPOs as on March 31, 2026. Notably, our pipeline
includes 13 assignments as left lead banker, of which 6 are sole
mandates, reflecting strong client confidence in our capabilities.

Institutional Equities Division:

Our Institutional Equities division has established a strong
reputation for research-driven execution. FY26 revenue for
this segment stood at '' 70.67 crore, driven by an expanding

client base and robust flows from domestic investors. As of
March 31,2026, our active client count reached 298, spanning
India, the United States, the United Kingdom, Europe, Hong
Kong, Singapore, and the Middle East. Our dependence on
the top 10% of clients stands at 40%. Our research franchise
continues to strengthen, with a 30-member team covering
187 stocks across 21 sectors by the end of FY26, reflecting
our commitment to delivering comprehensive, insight-driven
research to our institutional clients.

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

There have been no material changes and commitments
affecting the financial position of the Company, which
occurred between the end of the FY 2025-26 to which the
Financial Statements relate and the date of this Annual Report.

4. Dividend

During FY26, the Company paid final dividend of '' 1/- per
equity share of face value of '' 2/- each.

During the year under review, your Board has recommended
a Final Dividend of '' 1/- (Rupee One only) per equity share of
face value of '' 2/- (Rupees Two only) each (i.e., 50% of the face
value), aggregating '' 7.07 crore for the financial year ended
March 31, 2026. Payment of Final Dividend is subject to the
approval of members at the 33^rd Annual General Meeting
(the "AGM") and shall be subject to deduction of Income
Tax at Source. Upon approval, the dividend will be paid to the
members whose names appear in the register of members
of the Company and in the statement of beneficiary position
furnished by the National Securities Depository Limited and
the Central Depository Services (India) Limited as on the
record date i.e., Friday, August 28, 2026.

The Final Dividend recommended is in accordance with the
Company''s Dividend Distribution Policy. The Policy is available
on the Company''s website and can be accessed athttps://
www.damcapital.in.

5. Transfer to Investor Education and Protection
Fund (''IEPF'')

Pursuant to the provisions of the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 ("IEPF Rules"), Ms. Sonal Katariya,
Company Secretary & Compliance Officer, has been
designated as the Nodal Officer of the Company for carrying
out the necessary functions and responsibilities prescribed
under the applicable provisions of Companies Act, 2013
("the Act") and the IEPF Rules and relevant circulars and
amendments thereto. The details of the Nodal Officer are
available on the Company''s website at www.damcapital.in.

Pursuant to the provisions of Section 124(5) of the Act read
with the IEPF Rules and the relevant circulars and amendments
issued thereunder from time to time, any dividend amount
remaining unpaid or unclaimed for a period of seven years

from the date of its transfer to the Unpaid Dividend Account
is required to be transferred to the IEPF established by the
Central Government.

As of March 31, 2026, there was no amount of dividend
remaining unpaid or unclaimed which was required to be
transferred by the Company to the IEPF in accordance with
the provisions of the Act and the IEPF Rules.

6. Subsidiary / Associate / Joint Venture
Companies

During the year under review, no companies became or
ceased to be subsidiaries, joint ventures or associates of the
Company.

As on March 31, 2026, the Company has 2 (two) subsidiaries
within the meaning of Section 2(6) of the Companies Act,
2013 ("the Act") as stated below:

Wholly Owned Subsidiary Companies

a. DAM Capital (USA) Inc.

b. DAM Asset Management Limited

IDFC Securities Singapore Pte. Ltd. was dissolved and
liquidated on November 16, 2021. The Company has filed
an application to RBI for cancellation of Unique Document
Identification Number (UDIN) of IDFC Securities Singapore Pte.
Ltd. No financial statements of IDFC Securities Singapore Pte.
Ltd. is prepared post financial year 2019-2020.

Pursuant to the provisions of Section 129(3) of the Act read
with Rule 5 of the Companies (Accounts) Rules, 2014, a
statement containing the salient features of the Financial
Statements of the subsidiaries of the Company is provided in
Form AOC-1 annexed to the Consolidated Financial Statement
part of this Annual Report.

As on March 31,2026, the Company did not have any Associate
or Joint Venture company.

The financial statements of the subsidiaries are available
on the Company''s website and can be accessed at
https://www.damcapital.in/static/investor-relation.
aspx?section=subsidiaries. The policy for determining material
subsidiary is available on the website of the Company and can
be accessed at https://www.damcapital.in/static/investor-
relation.aspx?section=policies. The Company does not have
any material subsidiary as on March 31,2026.

7. Consolidated Financial Statements

In accordance with the provisions of Section 129(3) of the Act,
read with Rule 8 of the Companies (Accounts) Rules, 2014, as
amended, the Company has prepared Consolidated Financial
Statements, consolidating its financials with its subsidiary
companies. The annual audited Consolidated Financial
Statements have been prepared in compliance with the
relevant provisions of the Act and applicable Indian Accounting
Standards issued by the Institute of Chartered Accountants of

India. These Statements, along with all relevant documents and
the Auditor''s Report form part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act, the
Financial Statements including Consolidated Financial
Statements and all other documents required to be attached
thereto, athttps://www.damcapital.in/static/investor-relation.
aspx?section=financial

8. Share Capital

The issued, subscribed and paid-up equity share capital of
the Company as of March 31, 2026 stood at ''14,13,72,000
comprising 7,06,86,000 equity shares of face value of '' 2/- each.

There was no change in the issued, subscribed and paid-up
equity share capital of the Company during the year under
review.

The Company has not issued equity shares with differential
voting rights or any sweat equity shares during the year under
review.

9. Deposits

The Company has not accepted any deposits from public in
terms of the Act and Rules made thereunder during the FY
2025-26. Accordingly, there were no outstanding deposits or
interest thereon as on the date of Balance Sheet. The Company
complies with the requirement of filing the requisite return
with respect to the amount(s) not considered as deposit.

10. Employee Stock Option Scheme

Your Company has DAM Capital Employee Stock Option
Scheme 2024 ("DAM ESOP Scheme 2024") to retain, attract,
motivate and incentivise the talent pool. The Nomination
and Remuneration Committee and Board of Directors at
its meeting held on May 22, 2026, respectively, ratified and
approved the amendment to the existing Pre-IPO DAM ESOP
Scheme 2024, subject to shareholders'' approval.

DAM ESOP Scheme 2024 is in compliance with the Securities
and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE
Regulations"). The Company has received a certificate from
M/s. Aashish K. Bhatt & Associates, Practicing Secretaries,
Secretarial Auditor of the Company for FY 2025-26, certifying
that the Company''s Scheme have been implemented in
accordance with SEBI SBEB & SE Regulations and shall be
available for inspection at the 33^rd AGM of the Company.

The applicable disclosures as stipulated under SEBI SBEB &
SE Regulations for the financial year ended March 31, 2026,
with regards to the DAM ESOP Scheme 2024 is uploaded on
the Company''s website athttps://www.damcapital.in/static/
investor-relation.aspx?section=annual

In terms of Regulation 46 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, ("SEBI Listing
Regulations"), the DAM ESOP Scheme 2024 is also available on
the Company''s website athttps://www.damcapital.in/static/
investor-relation.aspx?section=policies

11. Annual Return

Pursuant to Section 92(3) read with Section 134(3) of the
Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the
Company is available on Company''s website athttps://www.
damcapital.in/static/investor-relation.aspx?section=annual
and the Annual Return for the financial year 2025-2026 will be
uploaded on the website after filing with the MCA.

12. Board of Directors and Key Managerial
PersonnelDirectors:

Your Company recognises and values the importance of a
diverse Board in driving its success. The Board comprises
Directors with diverse skills, expertise, experience,
perspectives, and backgrounds, including industry, functional,
and geographical diversity. This diversity enables the Board
to consider matters from a broad range of perspectives,
enhances the quality of its decision-making, and helps the
Company in maintaining its competitive advantage.

As of March 31, 2026, the Board comprised of Seven (7)
Directors comprising two (2) Executive Directors i.e., Managing
Director & Chief Executive Officer and Whole Time Director,
and Five (5) Independent Directors (includes one Women
Independent Director). The Complete list of Directors of the
Company has been provided in the Annexure D - Corporate
Governance Report, which forms part of this Board''s Report.

Appointment/ Re-appointment of Directors:

a. The Board of Directors at its Meeting held on May 22, 2026,
based on the recommendations of the Nomination and
Remuneration Committee, approved the re-appointment
of Mr. Dharmesh Anil Mehta (DIN: 06734366), as a
Managing Director and Chief Executive Officer for a
further term of five (5) years, commencing from June

10, 2026, subject to the approval of the members at
the ensuing Annual General Meeting ("AGM"). Further
details in this regard are set out in the AGM Notice.

b. The Board of Directors at its Meeting held on August

11, 2026, based on the recommendations of the
Nomination and Remuneration Committee, approved
the appointment of Mr. Dhvanil Sanjiv Dharia (DIN:
10698428), as an Additional Director and Whole Time
Director for a term of Five (5) years, commencing from
August 11,2026, subject to the approval of the Exchanges
and members at the ensuing AGM. Further details in this
regard are set out in the AGM Notice.

Completion of Tenure of Whole Time Director
("WTD")

Mr. Jateen Madhukar Doshi (DIN: 08476768), has completed
his tenure as WTD on June 9, 2026, and upon completion of
his tenure as WTD, he has expressed his desire not to seek re¬
appointed for another term. Consequent to the completion of
his term, Mr. Jateen Madhukar Doshi (DIN: 08476768) ceased to
be a Director and Key Managerial Personnel of the Company,
with effect from the close of business hours on June 9, 2026.
However, he continues to remain in the employment with the
Company in his current role as Head of Institutional Equities
and Business Development.

The Board of Directors noted and accepted his request and
places on record its sincere appreciation for the valuable
contributions made during his tenure as WTD of the Company.

Statement regarding opinion of the Board with regard
to integrity, expertise and experience (including the
proficiency) of the Independent Director appointed
during the year:

During the year under review, no Independent Director was
appointed on the Board of the Company. Accordingly, the
requirement to provide the opinion of the Board with regard
to the integrity, expertise, experience and proficiency of any
newly appointed Independent Director is not applicable.

Director Retiring by Rotation:

In accordance with the provisions of Section 152 of the
Act, Mr. Dharmesh Anil Mehta (DIN: 06734366), a Managing
Director and Chief Executive Officer of the Company, is liable
to retire at ensuing AGM, and being eligible offers himself for
re-appointment. The Board recommends his re-appointment
to the members of the Company.

A resolution seeking appointment and re-appointment of
Directors along with the brief particulars as required under
the Secretarial Standard on General Meetings issued by the
Institute of Company Secretaries of India and Regulation
36 of the SEBI Listing Regulations forms part of the Notice
convening the 33rd AGM of the Company.

None of the Directors is disqualified from being appointed
/ re-appointed as ''Director'', pursuant to Section 164 of the
Act or under any other applicable laws. The Company has
obtained a certificate from M/s. Aashish K. Bhatt & Associates,
Practicing Company Secretaries, that none of the directors on
the Board of the Company has been debarred or disqualified
from being appointed or continuing as directors of companies
by the Securities and Exchange Board of India (the "SEBI") /
Ministry of Corporate Affairs (the "MCA") or any such statutory
authorities as on March 31,2026. A copy of the said certificate
is forming part of Annexure D - Corporate Governance
Report, which forms part of this Report

Key Managerial Personnels (''KMPs''):

The following persons were designated as the KMPs of your
Company as on March 31, 2026, pursuant to Sections 2(51)
and 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014:

in accordance with applicable provisions of the Act and SEBI
Listing Regulations and same is also available on the website
of the Companyhttps://www.damcapital.in/static/investor-
relation.aspx?section=policies. The Company obtains annual
confirmations from its Directors'' and senior leadership team
confirming their compliance with the prescribed Code.

In the opinion of the Board, all the Independent Directors are
independent of the management.

14. Meetings of the Board of Directors

Five (5) meetings of the Board of Directors were held
during the year under review, and the Board accepted all
recommendations made by its various committees and the
maximum interval between any of the two meetings did not
exceed 120 days, as prescribed under the Act and SEBI Listing
Regulations. For further details, including the particulars of
meetings held and the attendance of each Directors are
detailed are provided in Annexure D - Corporate Governance
Report, which forms part of this Report.

15. Committees of the Board

The following Committees were constituted in compliance
with the provisions of the Act and SEBI Listing Regulation:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Corporate Social Responsibility Committee

d. Investor Grievances & Stakeholders Relationship
Committee

e. Risk Management Committee

In view of the successful completion of the Initial Public
Offering (IPO) process of the Company, the purpose for which
the IPO Committee and the Special Purpose Committee were
constituted was duly accomplished, consequently, the Board
approved the dissolution of IPO Committee and the Special
Purpose Committee w.e.f November 6, 2025.

The details of the above mentioned Committees, including
their composition, terms of reference, meetings held and
the attendance of members, are provided in Annexure
D - Corporate Governance Report, which forms part of this
Report.

16. Audit Committee of the Board

The composition, terms of reference, meeting held and
the attendance of members are provided in Annexure
D - Corporate Governance Report, which forms part of this
Report. During the year under review, the Board has accepted
all the recommendations made by the Audit Committee of
the Board.

17. Performance Evaluation of Board, its
Committee and Individual Directors

Pursuant to applicable provisions of the Companies Act,
2013 and the SEBI Listing Regulations, the Board has carried
out an annual evaluation of its own performance, as well as

that of its Committees, Chairman and of Individual Directors.
The structured questionnaires on evaluation of performance
of Board, its Committees, and Individual Directors are in
alignment with the SEBI Master Circular dated November
11, 2024 and the evaluation process was approved by the
Nomination and Remuneration Committee ("NRC").

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

The questionnaires of evaluation were circulated electronically
via email marked as confidential to all the Directors. Thereafter,
the summary findings/recommendations received from the
Directors were discussed and reviewed by the Chairman of
the Board. A summary of evaluation outcome subsequently
placed before the Nomination and Remuneration Committee
and the Board at their respective meetings.

The Independent Directors of the Company met separately
at their meeting held on March 27, 2026, without the
presence of non-independent directors and members
of the management at this meeting, they reviewed the
performance of non-independent directors, Chairman and
various Committees of the Board and assessed the quality,
quantity and timeliness of the flow of information between
the Management and the Board. They also discussed about
the progress on recommendations made in the previous year.

The Independent Directors expressed their satisfaction
regarding the overall functioning of the Board and its
Committees for the financial year 2025-26.

Accordance with SEBI Listing Regulations, Company conducts
familiarization programme for its Independent Directors to
educate them regarding their roles, rights and responsibilities
in the Company and to make them aware and update on the
business and operations of the Company on continuous basis.
The details of familiarization programme of the Independent
Directors are available on the Company''s website athttps://
www.damcapital.in/static/investor-relation.aspx.

18. Particulars of Contracts or Arrangements with
Related Parties

During the year under review, all contracts/arrangements/
transactions entered by the Company with the related parties
were in accordance with the applicable provisions of the
Act and the SEBI Listing Regulations and the same were in
ordinary course of business and on an arm''s length basis.

In line with the requirements of the Act and SEBI Listing
Regulations and pursuant to the recommendation of the
Audit Committee, during the year the Company has revised
the policy on Materiality and dealing with Related Party

Transactions (RPT Policy) which is available on the Company''s
website and can be accessed athttps://www.damcapital.in/
static/investor-relation.aspx.

I n compliance with the provisions of the Act and the SEBI
Listing Regulations, all Related Party Transactions ("RPTs")
undertaken by the Company during the year under review
were approved by the Audit Committee and were on an arm''s
length basis and in the ordinary course of business. Omnibus
approval is obtained on a yearly basis for transactions that are
repetitive in nature. The details of all RPTs are placed before
the Audit Committee and the Board for review and noting
purpose on a quarterly basis.

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

Details of transactions, contracts and arrangements entered
with related parties by the Company, during FY 2025-26, is
given under Notes to Accounts annexed to the Standalone
Financial Statements, which forms part of this Annual Report.

19. Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of
the Act with respect to Directors'' Responsibility Statement,
the Board of Directors of the Company to the best of its
knowledge and ability confirms that:

a) in the preparation of the annual accounts for the financial
year ended March 31, 2026, the applicable accounting
standards have been followed and there are no material
departures.

b) appropriate accounting policies have been selected
and applied consistently and made judgements and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company
at the end of the financial year and of the profit of the
Company for that period.

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

d) t he annual accounts have been prepared on a going
concern basis.

e) internal financial controls to be followed by the Company
had been laid down and such internal financial controls
are adequate and operating effectively.

f) proper systems have been devised to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

20. Auditors and Auditors'' Reporta. Statutory Auditors and its Report:

The Shareholders at the 32^nd Annual General Meeting
(''AGM'') of the Company held on June 27, 2025,
approved appointment of M/s. KKC & Associates LLP
(Formerly Known as Khimji Kunverji & Co. LLP) (KKC), for
a second term as Statutory Auditors of the Company
commencing from the conclusion of 32^nd AGM held on
June 27, 2025 until the conclusion of 37^th AGM of the
Company to be held in the year 2030.

During the year, the Statutory Auditors confirmed
their compliance with the Independence criteria as
prescribed under the Act.

The Statutory Auditors'' Report both on standalone and
consolidated financial statements of the Company for
the financial year ended March 31, 2026, forms part
of this Annual Report. The said report was issued by
the Statutory Auditors with an unmodified opinion
and does not contain any qualifications, reservations
or adverse remarks. During the year under review, the
Auditors have not reported any incidents of fraud to the
Audit Committee under Section 143(12) of the Act. The
notes to the accounts referred to in the Auditor''s Report
are self-explanatory and therefore do not call for any
further explanation and comments.

b. Secretarial Auditor and its Report:

Pursuant to provisions of Regulation 24A of the SEBI
Listing Regulations, Section 204 of the Act read with
Rule 9 of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014, M/s. Aashish K.
Bhatt & Associates, Practicing Company Secretaries
(Membership No.: A19639/ COP: 7023), was appointed as
the Secretarial Auditor of the Company at the 32^nd AGM
held on June 27, 2025 for a term of five (5) consecutive
years, to conduct the Secretarial Audit commencing
from the financial year 2025-26 up to the financial year
2029-30.

The Board / Audit Committee reviews the independence
and objectivity of the Secretarial Auditors and the
effectiveness of the Audit process. M/s. Aashish K. Bhatt &
Associates has confirmed that he is not disqualified from
continuing as the Secretarial Auditor of the Company.

The Secretarial Audit Report is annexed as Annexure A
and forms part of this Report, and it does not contain
any material qualification or adverse remarks, except
observations as provided in the report. The Company
has duly noted the observations. The Secretarial Auditor
has expressed satisfaction with the corrective measures
undertaken by the Company as on the date of Board''s
report.

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

c. Annual Secretarial Compliance Report:

Pursuant to Regulation 24A of SEBI Listing Regulations,
the Annual Secretarial Compliance Report for the FY
2025-26 of the Company issued by M/s. Aashish K.
Bhatt & Associates, Peer reviewed Practicing Company
Secretaries is submitted to the stock exchanges within
the statutory timelines.

21. Compliance with Secretarial Standards

The Company has complied with the applicable provisions
of Secretarial Standards, issued by the Institute of Company
Secretaries of India and approved by the Central Government
under Section 118(10) of the Companies Act, 2013.

22. Internal Auditors

During the year under review, the Board of Directors based on
the recommendation of Audit Committee, at its meeting held
on May 14, 2025, appointed M/s. PricewaterhouseCoopers
Services LLP, as the Internal Auditors of the Company for the
financial year 2025-26 in accordance with the provisions of the
Act.

23. Corporate Social Responsibility (CSR)

Pursuant to provisions of Section 135 of the Companies
Act,2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Board of Directors of the
Company has constituted a Corporate Social Responsibility
("CSR") Committee. The composition and terms of reference
of the CSR Committee is provided in Annexure D - Corporate
Governance Report which forms part of this Report.

The CSR policy outlines the activities that can be undertaken
or supported by the Company within the applicable provisions
of the Act and alignment of such activities as per the
development goals principles. Apart from the composition
requirements of the CSR Committee, the CSR policy, inter
alia, lays down the criteria for selection of projects and areas,
annual allocation, modalities of execution/implementation of
activities, monitoring mechanism of CSR activities/projects
including the formulation of annual action plan. The CSR policy
of the Company is available on the website of the Company at
https://www.damcapital.in/static/investor-relation.aspx.

During the financial year 2025-26, your Company was required
to spend '' 1,62,86,431/- towards CSR Activities in terms of the
mandatory provisions of Section 135 of the Companies Act,
2013 and the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the actual CSR spending for the year was
'' 1,62,87,220 resulting in an excess spend of '' 789. This excess
amount of ''789, may be set off against amount to be spent
towards CSR activities during the succeeding Financial Year(s),
if required, in accordance with the provisions of Section 135 of
the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014.

The Report on CSR activities as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014 is annexed
as Annexure B and forms an integral part of this Report.

Further, the Chief Financial Officer of the Company has
certified that the funds disbursed basis the annual action
plan for the financial year 2025-26 have been utilised for the
purpose and in the manner as approved by the Board.

24. Risk Management

In the modern business landscape, managing uncertainty has
become essential for organizational success. Risk management
focuses on detecting potential challenges that could
negatively affect a company, analyzing the probability and
consequences of those challenges, and determining which
issues require immediate attention. It involves developing
and applying strategies to reduce exposure to possible losses
while continuously reviewing and adjusting these measures.
The Company is not subject to any specific risk except risks
associated with the general business of the Company and
regulatory risk as applicable to the industry as a whole.

Further details on the risk management activities including
the implementation of risk management policy, key risks
identified and their mitigations are covered in Management
Discussion and Analysis Report, which forms part of this
Annual Report.

Further, pursuant to Regulation 21 of the SEBI Listing
Regulations, the Board of Directors have constituted the Risk
Management Committee of the Board, details of which are
mentioned in the Corporate Governance Report given in
Annexure D which forms integral part of this Report.

The composition of the Committee is in conformity with
the SEBI Listing Regulations, with majority of members
being Directors of the Company. The Risk Management
Committee is, inter alia, authorized to monitor and review
the risk assessment, mitigation and risk management plans
for the Company from time to time and report the existence,
adequacy and effectiveness of the above process to the Audit
Committee/ Board on a periodic basis.

Throughout the financial year under review, the Risk
Management Committee did not observe any risk factors
that, in its assessment, might endanger the Company''s ability
to continue its operations as a going concern. The Company
continues to strengthen its risk governance processes and
is dedicated to fostering an environment that promotes
openness, responsibility, and awareness of potential risks at
every tier of the organisation.

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

25. Internal Financial Control Systems

The Corporate Governance Policies guide the conduct of
affairs of the Company and defines the roles, responsibilities
and authorities at each level of its governance structure and
key functionaries involved in governance.

The Company has laid down a system of internal financial
controls with reference to its financial statements. The Internal
Financial Controls procedure adopted by the Company are
adequate for safeguarding its assets, the prevention and
detection of frauds and errors, the accuracy and completeness
of the accounting records and the timely preparation of
reliable financial information.

Further, the Statutory Auditors have confirmed that the
Internal Financial Control Systems over financial reporting
are adequate and are operating effectively and the same is
annexed with the Independent Auditors Report.

During the year under review, the Internal Financial Controls
were operating effectively, and no material or serious
observations were received from the Auditors of the Company
for inefficiency or inadequacy of such controls. The details of
adequacy of internal financial controls are given at length in
the Management Discussion and Analysis Report which
forms part of the Annual Report.

26. Significant and Material Orders Passed by the
Regulators or Courts

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

27. Particulars of Employees and Remuneration

The requisite 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 as amended, is disclosed
in Annexure C which forms integral part of this Report.

I n terms of Section 136(1) of the Act, this Annual Report
is being sent to the Members, excluding the information
regarding employee remuneration as required pursuant to
Rule 5(2) and Rule 5(3) of the said Rules. The said information
is available for inspection by the members at the registered
office of the Company. Any member desirous of obtaining
such information may write to the Company Secretary at
[email protected] and the same will be
furnished on such request.

28. Nomination and Remuneration Policy

The Board has formulated a Nomination and Remuneration
Policy (''NRC Policy'') in accordance with Section 178 of the
Act and the SEBI Listing Regulation. This policy lays down the
framework for the selection, appointment criteria, positive
attributes, independence of a director, removal, retirement

and remuneration of Directors, Key Managerial Personnel
and Senior Management Personnel. A copy of the NRC
Policy is available on the Company''s website athttps://www.
damcapital.in/static/investor-relation.aspx?section=policies

The Company has also formulated a policy on Board Diversity
and the same is also available on the Company''s website at
https://www.damcapital.in/static/investor-relation.aspx.

The further details of the Nomination & Remuneration
Committee are provided in Annexure D - Corporate
Governance Report which form part of this Annual Report.

29. Particulars of loans, guarantees and
investments

Pursuant to the provisions of Section 186 of the Act and
SEBI Listing Regulations, the particulars of loans, advances,
guarantees, and investments made by the Company during
the financial year are disclosed in the notes to the financial
statements, which form an integral part of the Annual Report.

30. Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings
and Outgo

Pursuant to Section 134(3)(m) of the Act, information
pursuant to Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo for the year under
review are as follows:

a) Energy conservation

As the Company is engaged in providing financial
services, the information relating to conservation of
energy, as required under Section 134(3)(m) of the Act
read with Rule 8 of the Companies (Accounts) Rules,
2014, are not applicable. However, the Company''s
initiatives towards energy management are detailed in
the Business Responsibility and Sustainability Report,
which forms part of this Annual Report.

b) Technology Absorption

The Company keeps itself abreast of the technological
advancements in the industry and has adopted the
best-in-class technology across business, operations and
functions. The Company is accelerating the technology
and digital transformation on continuous basis as
emerging technology trends. 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.
Moreover, your Company periodically introduces
enhanced features to its customers. The Company has
strengthened its IT disaster measures to improve system
reliability and ensure maximum operational continuity.
During the year under review, the Company did not
incur any expenditure on research and development.

c) Foreign exchange earnings and outgo

Please refer Notes to Accounts forming part of the

Standalone Financial Statements, of this Annual Report.

31. Maintenance of Cost Records & Cost Audit

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

32. Vigil Mechanism/Whistle Blower Policy

Pursuant to Section 177(9) of the Act read with Rule 7 of
the Companies (Meetings of Board and its Powers) Rules,
2014 and Regulation 22 of the SEBI Listing Regulations, the
Company has in place Whistle Blower Policy and established
the necessary vigil mechanism for Directors, Employees and
Stakeholders to report genuine concerns or grievances about
unethical behaviour, actual or suspected fraud or violation of
the Company''s Code of Conduct and Ethics.

Vigil Mechanism provide for adequate safeguards against
victimization of persons who avail such mechanism and also
make provision for direct access to the Chairperson of the
Audit Committee in appropriate and exceptional cases.

The Company has disclosed the said Policy on the website
of the Company and can be accessed athttps://www.
damcapital.in/static/investor-relation.aspx?section=policies

33. Policy for Prevention, Prohibition and Redressal
of Sexual Harassment of Women at Workplace

In compliance with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013,
the Company has in place a Policy on Prevention of Sexual
Harassment at Workplace and also constituted an Internal
Complaints Committee (ICC) to provide a safe working
environment for women, free from sexual harassment and
discrimination. Effective reporting procedures have been
established to safeguard employees from sexual harassment
and to uphold their right to a respectful and dignified
workplace. Training / awareness programmes are conducted
throughout the year to create sensitivity towards ensuring
a respectful workplace. The said policy is available on the
website of the Company and can be accessed athttps://www.
damcapital.in/static/investor-relation.aspx?section=policies

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

34. Corporate Governance Report

Your Company is committed to uphold the highest
standards of corporate governance and ethical conduct.
It believes that sound governance practices are essential
for enhancing shareholder value, ensuring transparency,
maintaining accountability, and safeguarding the interests
of all stakeholders. The Company''s governance framework
is designed to promote integrity, fairness, and responsible
decision-making across all levels of the organisation.

A detailed Report on Corporate Governance in terms of
Schedule V of the SEBI Listing Regulations for FY 2025-26, is
forming part of this Board''s Report as Annexure D. Further, a
Certificate from M/s. Aashish K. Bhatt & Associates, Practicing
Company Secretaries, confirming compliance with conditions
of Corporate Governance as stipulated in Regulation 34 read
with Schedule V to the SEBI Listing Regulations is annexed to
the Report on Corporate Governance.

35. Business Responsibility and Sustainability
Report

In terms of Regulation 34(2)(f) of the SEBI Listing Regulations,
top 1000 listed entities based on their market capitalisation are
required to submit Business Responsibility and Sustainability
Report ("BRSR"), as a part of their annual report and outlines
the Company''s key initiatives and performance across
Environmental, Social, and Governance (''ESG'') parameters.
The BRSR report forms part of this Annual Report.

36. Other Disclosuresa. Management Discussion and Analysis
Report

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

b. MSME Act

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

c. Corporate Insolvency Resolution process
initiated under the Insolvency and
Bankruptcy Code, 2016 (IBC)

The Company has neither filed any application, nor any
proceeding is pending against the Company under the
Insolvency and Bankruptcy Code, 2016, during FY 2025¬
26.

d. CEO & CFO Certificate

I n accordance with the provisions of Regulation 17(8)
of the SEBI Listing Regulations, certificate from the
Chief Executive Officer and the Chief Financial Officer in
relation to the Financial Statements for the year ended
March 31, 2026, is provided as part of Annexure D
forming part of this Board''s Report.

e. Difference in Valuation

During the year under review, the Company has not
made any settlement with its Banks and Financial
Institutions and hence this clause is not applicable.

f. Maternity Benefit Act, 1961

During the year under review, the Company has complied
with all the applicable provisions of the Maternity Benefit
Act, 1961 and the rules made thereunder.

37. Acknowledgements

Your Directors would like to express their sincere appreciation
for the co-operation and assistance received from members,
bankers, financial institutions, government authorities,
regulatory bodies and other business constituents during
the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the commitment
displayed by all executives, officers and staff.

For and on behalf of the Board of Directors
DAM Capital Advisors Limited

Sd/- Sd/-

Dharmesh Anil Mehta Vishwanathan Mavila Nair

Place: Mumbai MD &CEO Chairman and Independent Director

Date: August 11,2026 DIN: 06734366 DIN: 02284165

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

1. Highlight of Financial Performance of the Company:

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

(H in Crore)

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

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

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

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

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

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

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

Investment Banking Division:

Our Merchant Banking division, the cornerstone of our
business, generated H155.20 crore in revenue in FY25,
marking a 27% year-on-year growth. This performance was
driven by the successful execution of 20 ECM transactions,
raising over H21,700 crore across a diversified sectoral mix,
including financial services, manufacturing, healthcare,
and infrastructure. The transaction mix comprised 6 QIPs,
5 IPOs, 1 OFS, 1 rights issue, 1 preferential issue, and 1
buyback. In addition, we undertook 5 advisory mandates.
We have started focussing more on these deals to mitigate
the market volatility. As part of our strategic shift, we have
also sharpened our focus on high-quality, fee-accretive
mandates across ECM and advisory. As of March 31, 2025,
we have secured mandates for 24 IPOs, with 16 DRHPs filed
with SEBI, representing a 13.6% market share of filed IPOs.
Notably, our pipeline includes 14 assignments as left lead
banker, of which 6 are sole mandates, reflecting strong client
confidence in our capabilities.

Institutional Equities Division:

Our Institutional Equities division has established a strong
reputation for research-driven execution. FY25 revenue for
this segment grew by 58% year-on-year to H81.16 crore,
driven by an expanding client base and robust flows from
domestic investors. As of March 31, 2025, our active client
count reached 277, spanning India, the United States, the
United Kingdom, Europe, Hong Kong, Singapore, and the
Middle East. This diversification has helped reduce our
dependence on the top 10% of clients to 36%. Our research
franchise continues to strengthen, with a 32-member team
covering 197 stocks across 23 sectors by the end of FY25,
reflecting our commitment to delivering comprehensive,
insight-driven research to institutional clients.

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

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

4. Subsidiary / Associate / Joint Venture
Companies:

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

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

Wholly Owned Subsidiary Companies

a. DAM Capital (USA) Inc.

b. DAM Asset Management Limited

Pursuant to the provisions of Section 129(3) of the Act a
statement containing the salient features of the financial
statements of the subsidiaries of the Company is provided
in Form AOC-1 annexed to the Consolidated Financial
Statements part of the Annual Report.

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

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

5. Consolidated Financial Statements:

In accordance with the provisions of Section 129(3) of the
Act, read with Rule 8 of the Companies (Accounts) Rules,
2014, as amended, the Company has prepared consolidated
financial statements, which forms part of the Annual Report.

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

6. Share Capital:

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

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

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

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

7. Deposits:

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

8. Employee Stock Option Scheme

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

The disclosure in regard to the DAM ESOP Scheme 2024
required to be made under the Act and Rules made

thereunder and SEBI SBEB & SE Regulations is provided on
the website of the Company at https://www.damcapital.in/
static/investor-relation.aspx.

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

9. Annual Return:

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

10. Dividend and Dividend Distribution Policy:

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

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

11. Transfer to Investor Education and protection
fund

Pursuant to the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 (IEPF Rules''), the Company has appointed the
Company Secretary & Compliance Officer as the Nodal Officer
for carrying out the necessary functions under the applicable
provisions of the Act and the Rules made thereunder.
Pursuant to the provisions of Section 124 of the Act read with
IEPF Rules and relevant circulars and amendments thereto,
the amount of dividend remaining unpaid or unclaimed for

a period of seven years from the due date is required to be
transferred to Investor Education and Protection Fund (IEPF),
constituted by the Central Government. As on March 31,
2025, there was no amount of dividend remained unclaimed
which required to be transferred to the IEPF in accordance
with the provisions of the Act.

12. Shifting of Registered Office:

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

13. Board of Directors:

Composition of the Board:

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

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

Cessation of Directorship / Resignation /
Retirement of Directors;

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

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

Appointment / Re-appointment of Directors:

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

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

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

d. As recommended by the Nomination Remuneration
Committee of the Board, the Board approved re¬
designation / appointment of Ms. Nithya Easwaran (DIN:

03605392) as independent Director of the Company
w.e.f April 1,2025.

In accordance with the applicable provisions of Section
152 of the Act, Mr. Dharmesh Anil Mehta (DIN: 06734366),
a Managing Director and Chief Executive Officer of the
Company, is liable to retire at ensuing AGM, and being
eligible seeks re-appointment. The Board recommends his
re-appointment to the members of the Company.

A resolution seeking appointment and re-appointment of
Directors along with the brief particulars as required under
the Secretarial Standard on General Meetings issued by the
Institute of Company Secretaries of India and Regulation
36 of the SEBI Listing Regulations forms part of the Notice
convening the 32^nd AGM of the Company.

None of the Directors is disqualified from being appointed
as ''Director'', pursuant to Section 164 of the Act or under
any other applicable laws. The Company has obtained a
certificate from M/s. Pramod Shah & Company, Practicing
Company Secretaries, that none of the directors on the Board
of the Company has been debarred or disqualified from
being appointed or continuing as directors of companies
by the Securities and Exchange Board of India (the "SEBI")
/ Ministry of Corporate Affairs (the "MCA") or any such
statutory authorities as on March 31,2025. A copy of the said
certificate is forming part of Corporate Governance Report,
which forms part of this Report.

14. Key Managerial Personnel (''KMP''):

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

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

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

15. Declaration by the Independent Directors

Pursuant to the provisions of Section 149 of the Act and
SEBI Listing Regulations, the independent directors of
the Company, have submitted the requisite declaration
confirming that each of them meets the criteria of
independence as prescribed under the Act read with rules
made thereunder and SEBI Listing Regulations and that they
continue to comply with the Code of Conduct laid down
under Schedule IV of the Act. In terms of Regulation 25(8)
of SEBI Listing Regulations, they have also confirmed that
they are not aware of any circumstance or situation which
exists or may be reasonably anticipated that could impair or
impact their ability to discharge their duties independently.
Further, in terms of Section 150 of the Act read with Rule 6 of
the Companies (Appointment and Qualification of Directors)
Rules, 2014, the independent directors of the Company
have confirmed that they have registered themselves
with the databank maintained by the Indian Institute of
Corporate Affairs.

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

There has been no change in the circumstances affecting
their status as independent directors of the Company. During
the financial year 2024-25, the independent directors had no
pecuniary relationships or transactions with the Company.

The Company has adopted the Code of Conduct for its
directors and senior management personnel (the "Code
of Conduct") in accordance with applicable provisions of
the Act and SEBI Listing Regulations. On an annual basis,
all the Board Members and senior management personnel
of the Company have affirmed compliance with the Code
of Conduct.

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

16. Board Meetings:

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

17. Board Committees:

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

a. Audit Committee

b. Nomination and Remuneration Committee

c. Corporate Social Responsibility Committee

d. Investor Grievances & Stakeholders Relationship
Committee

e. Risk Management Committee

f. IPO Committee

g. Special Purpose Committee

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

18. Audit Committee of the Board (''ACB''):

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

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

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

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

The questionnaires were circulated online via email
marked as confidential. Thereafter, the summary findings/
recommendation received from the directors was discussed
and reviewed by the Nomination and Remuneration
Committee and the Board at their respective meetings.

The independent directors of the Company met separately
at their meeting held on March 24, 2025, without the
attendance of non-independent directors and members of
the management and reviewed the performance of non¬
independent directors, chairman and various committees of

the Board and assessed the quality, quantity and timeliness
of the flow of information between the Management
and the Board. They also discussed about the progress on
recommendations made last year.

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

20. Particulars of Contracts or Arrangements with
Related Parties:

In line with the requirements of the Act and SEBI Listing
Regulations and pursuant to the recommendation of the
Audit Committee, the Company has revised the policy on
Materiality and dealing with Related Party Transactions (RPT
Policy) which is available on the Company''s website and can
be accessed at https://www.damcapital.in/static/investor-
relation.aspx.

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

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

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

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

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

21. Directors'' Responsibility Statement:

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

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

b) appropriate accounting policies have been selected
and applied consistently and judgements and estimates
made are reasonable and prudent so as to give a true

and fair view of the state of affairs of the Company at
the end of the financial year and of the profit of the
Company for that period;

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

d) the annual accounts have been prepared on a going
concern basis;

e) internal financial controls to be followed by the Company
had been laid down and such internal financial controls
are adequate and operating effectively; and

f) proper systems have been devised to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

22. Statutory Auditors:

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

Since the term of appointment of KKC is expiring at the
ensuing 32^nd AGM of the Company, a resolution seeking
approval of the Members for appointment of KKC as
Statutory Auditors of the Company for the second term of

5 (five) years commencing from the conclusion of the 32^nd
AGM till conclusion of 37^th AGM of the Company to be held in
the year 2030, is included in the Notice of the ensuing AGM.

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

23. Secretarial Auditors

In light of the amended Regulation 24A of the SEBI Listing
Regulations, Section 204 of the Act read with Rule 9 of the
Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors, at its meeting
held on January 24, 2025 has appointed M/s. Aashish K. Bhatt

6 Associates, Practicing Company Secretaries (Membership
No.: A19639/ COP: 7023), as the Secretarial Auditor of the
Company for the financial year 2024-25.

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

Meeting.. The said proposal for appointment of Secretarial
Auditor has been included in the Notice of the ensuing
32^nd AGM.

The Board / Audit Committee reviews the independence and
objectivity of the Secretarial Auditors and the effectiveness
of the Audit process.

M/s. Aashish K. Bhatt & Associates. has submitted the Peer
Review Certificate issued to them by Institute of Company
Secretaries of India (ICSI) and confirmed that they have not
incurred any disqualifications.

24. Auditor''s Report:

a. Statutory Auditors'' Report:

The Auditor''s Report both on standalone and
consolidated financial statements of the Company for
the financial year ended March 31, 2025, forms part of
the Annual Report. The said report was issued by the
Statutory Auditors with an unmodified opinion and
does not contain any qualifications, reservations or
adverse remarks. During the year under review, the
Auditors have not reported any incidents of fraud to the
Audit Committee under Section 143(12) of the Act. The
notes to the accounts referred to in the Auditor''s Report
are self-explanatory and therefore do not call for any
further explanation and comments.

b. Secretarial Audit and Annual Secretarial
Compliance Report:

Pursuant to Section 204 of the Act, read with the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board had
appointed M/s. Aashish K. Bhatt & Associates, Practicing
Company Secretaries as the Secretarial Auditor of the
Company to conduct audit of the secretarial records for
the financial year ended March 31,2025. The Secretarial
Audit Report is annexed as Annexure A and forms part
of this Report, and, it does not contain any material
qualification or adverse remarks, except as provided
in the report. The Company has duly noted the
observations made and has implemented appropriate
corrective actions. The Secretarial Auditor has expressed
satisfaction with the corrective measures undertaken by
the Company as on the date of Directors'' report.

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

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

25. Secretarial Standards:

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

26. Internal Auditors:

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

27. Corporate Social Responsibility:

The CSR policy outlines the activities that can be undertaken
or supported by the Company within the applicable
provisions of the Act and alignment of such activities as
per the development goals principles. Apart from the
composition requirements of the CSR Committee, the CSR
policy, inter alia, lays down the criteria for selection of projects
and areas, annual allocation, modalities of execution/
implementation of activities, monitoring mechanism of
CSR activities/projects including the formulation of annual
action plan. The CSR policy of the Company is available on
the website of the Company at https://www.damcapital.in/
static/investor-relation.aspx.

During the financial year 2024-25, your Company was
required to spend H90,47,320/- towards CSR Activities in
terms of the mandatory provisions of Section 135 of the
Companies Act, 2013 and the Companies (Corporate Social
Responsibility Policy) Rules, 2014, while the actual CSR
spending for the year was H90,78,750/-. An excess amount of
H31,430/- spent on CSR Activities of the Company undertaken
during the Financial Year 2024-25, will be adjusted in the
aggregate amount to be spent towards CSR Activities during
the succeeding Financial Year(s), if required, pursuant to the
provisions of Section 135 of the Companies Act, 2013 read
with the Companies (Corporate Social Responsibility Policy)
Rules, 2014.

The Report on CSR activities as required under the
Companies (Corporate Social Responsibility Policy) Rules,
2014 is annexed as Annexure B and forms an integral part
of this Report.

Further, the Chief Financial Officer of the Company has
certified that the funds disbursed basis the annual action
plan for the financial year 2024-25 have been utilised for the
purpose and in the manner as approved by the Board.

28. Risk Management:

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

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

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

The composition of the Committee is in conformity with
the SEBI Listing Regulations, with majority of members
being Directors of the Company. The Risk Management
Committee is, inter alia, authorized to monitor and review
the risk assessment, mitigation and risk management plans
for the Company from time to time and report the existence,
adequacy and effectiveness of the above process to the
Audit Committee/ Board on a periodic basis.

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

The details of composition of the Risk Management
Committee and its terms of reference, is provided in the
Annexure - D Report on Corporate Governance which forms
part of this Directors'' Report.

29. Internal financial control systems and its
adequacy:

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

Further, the Statutory Auditors have confirmed that the
internal financial control systems over financial reporting are
adequate and the same is annexed with the Independent
Auditors Report.

During the year under review, the Internal Financial
Controls were operating effectively, and no material or
serious observations were received from the Auditors of the
Company for inefficiency or inadequacy of such controls.

The details of adequacy of internal financial controls are
given at length in the Management Discussion and Analysis
Report which forms part of the Annual Report.

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

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

31. Particulars of employees and Remuneration
related information:

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

In terms of Section 136(1) of the Act, the Annual Report
is being sent to the Members, excluding the information
regarding employee remuneration as required pursuant
to Rule 5(2) and Rule 5(3) of the said Rules. Any member
desirous of obtaining such information may write to the
Company Secretary at [email protected]
and the same will be furnished on such request.

32. Nomination and Remuneration Policy:

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

33. Particulars of loans, guarantees and
investments:

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

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

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

a) Energy conservation

As the Company is engaged in providing financial
services, the information relating to conservation of
energy, as required under Section 134 (3) (m) of the Act
read with Rule 8 of the Companies (Accounts) Rules
2014, is not required to be given.

b) Technology absorption

The Company keeps itself abreast of the technological
advancements in the industry and has adopted the best-
in-class technology across business, operations and
functions. The Company is accelerating the technology

and digital transformation on continuous basis. It stays
invested in creating a seamless digital and customer
experience across digital touchpoints. Your Company''s
focused approach is to keep on enhancing its in-house
tech capabilities. Moreover, your Company periodically
introduces enhanced features to its customers. The
Company has enhanced IT Disaster readliness for
ensuring resilience and high uptime.

c) Foreign exchange earnings and outgo

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

35. Maintenance of Cost Records & Cost Audit:

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

36. Vigil Mechanism/Whistle Blower Policy:

Pursuant to Section 177(9) of the Act read with Rule 7 of
the Companies (Meetings of Board and its Powers) Rules,
2014 and Regulation 22 of the SEBI Listing Regulations,
the Company has in place a Whistle Blower Policy and
established the necessary vigil mechanism for Directors,
Employees and Stakeholders to report genuine concerns or
grievances about unethical behaviour, actual or suspected
fraud or violation of the Company''s Code of Conduct or
Ethics Policy.

Vigil Mechanism provide for adequate safeguards against
victimization of persons who use such mechanism and also
make provision for direct access to the Chairperson of the
Audit Committee in appropriate and exceptional cases.

The Company has disclosed the Policy on the website of the
Company and can be accessed at https://www.damcapital.
in/static/investor-relation.aspx.

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

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

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

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

38. Other Disclosures:

a. Report on Corporate Governance:

A detailed Report on Corporate Governance in terms
of Schedule V of the Listing Regulations for FY 2024-25,
is forming part of this Boards'' Report as Annexure
D. Further, a Certificate from M/s. Pramod Shah &
Associates, Practicing Company Secretaries confirming
compliance with conditions of Corporate Governance
as stipulated in Regulation 34 read with Schedule V to
the Listing Regulations is annexed to the Report on
Corporate Governance.

b. Management Discussion and Analysis Report:

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

c. Business Responsibility and Sustainability
Report (''BRSR''):

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

d. MSME Act:

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

e. Corporate Insolvency Resolution process initiated
under the Insolvency and Bankruptcy Code, 2016
(IBC):

The Company has neither filed any application, nor any
proceeding is pending against the Company under
the Insolvency and Bankruptcy Code, 2016, during
FY 2024-25.

f. CEO & CFO Certificate:

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

39. Acknowledgements:

Your Directors would like to express their sincere appreciation
for the co-operation and assistance received from members,
bankers, financial institutions, government authorities,
regulatory bodies and other business constituents during
the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the commitment
displayed by all executives, officers and staff

For and on behalf of the Board of Directors
DAM Capital Advisors Limited

Sd/- Sd/-

Dharmesh Anil Mehta Vishwanathan Mavila Nair

Place: Mumbai MD &CEO Chairman

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