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DAM Capital Advisors Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 1012.58 Cr. P/BV 3.05 Book Value (Rs.) 46.98
52 Week High/Low (Rs.) 286/119 FV/ML 2/1 P/E(X) 13.93
Bookclosure 28/08/2026 EPS (Rs.) 10.28 Div Yield (%) 0.70
Year End :2026-03 

The Board of Directors ("the Board") is pleased to present its 33rd 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:

Particulars

Standalone

Consolidated

2025-26

2024-25

2025-26

2024-25

Revenue from Operations

236.91

248.13

237.11

248.35

Other Income

0.03

1.86

0.03

1.86

Total Income

236.94

249.99

237.14

250.21

Less: Total Expenses (Excluding Interest and Depreciation)

117.39

103.7

117.02

103.72

Profit before Interest, Depreciation and Taxation

119.55

146.29

120.12

146.49

Less: Interest

7.94

2.48

8.25

2.48

Less: Depreciation & Amortisation Expenses

14.26

7.03

14.26

7.03

Profit before Taxation (PBT)

97.35

136.78

97.61

136.98

Less: Current Tax

26.21

32.3

26.25

32.31

Less: Deferred Tax

(1.37)

0.84

(1.33)

0.89

Profit After Taxation (PAT)

72.51

103.64

72.69

103.78

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 33rd 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 at
https://
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, at
https://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 33rd 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 at
https://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 at
https://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 at
https://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
Personnel
Directors:

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:

*Pursuant to the completion of the tenure of Mr. Jateen
Madhukar Doshi as Whole Time Director, he also ceased to be
a Key Managerial Personnel of the Company with effect from
the close of business hours on June 9,2026.

13. 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 confirmed their 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
further affirmed that no circumstances or conditions exist, nor
are any foreseeable, that could compromise or influence their
ability to perform their responsibilities with independence.
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
Independent Directors Databank maintained by the Indian
Institute of Corporate Affairs (
'IICA') and the said registration
has been renewed and remains active. Additionally, they have
complied with the applicable requirements of the online
proficiency self-assessment test conducted by the IICA.

Accordingly, after due consideration of the declarations
received and upon satisfaction as to their accuracy, the Board
is of the view that the Independent Directors demonstrate high
standards of integrity, possess the requisite skills, experience
and professional competence, meet the independence criteria
prescribed under the Act and the SEBI Listing Regulations, and
function independently of the Company's management. During
the financial year 2025-26, 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")

Sr. Name of the KMP Designation
No.

1

Mr. Dharmesh Anil
Mehta

Managing Director & Chief
Executive Officer

2

Mr. Jateen Madhukar
Doshi*

Whole Time Director

3

Mr. Hitesh
Mahendrakumar Desai

Chief Financial Officer

4

Ms. Sonal Dhanji
Katariya

Company Secretary &
Compliance Officer

in accordance with applicable provisions of the Act and SEBI
Listing Regulations and same is also available on the website
of the Company
https://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 at
https://
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 at
https://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 32nd 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 32nd AGM held on
June 27, 2025 until the conclusion of 37th 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 32nd 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
companysecretarial@damcapital.in 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 at
https://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 at
https://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 at
https://www.
damcapital.in/static/investor-relation.aspx?section=policies

No. of complaints of

No. of complaints

No. of cases

sexual harassment

disposed of

pending for

received during the

during the year

more than 90

year

days

NIL

NIL

NIL

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


 
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