Dear Members,

The Directors of your Company have pleasure in presenting the Twenty-First Board's Report together with the Audited Financial Statements for the Financial Year ("FY") ended March 31, 2026.

FINANCIAL RESULTS

The summary of the Company's financial performance, both on a consolidated and standalone basis, for the FY 2025-26 and FY 2024-25 is given below:

FINANCIAL PERFORMANCE

Standalone

The standalone revenue in the FY 2025-26 stood at R4,88,964 Lakhs vs R5,47,833 Lakhs in the FY 2024-25. Total expenses (before interest and depreciation) for the year came in at R2,81,927 Lakhs which decreased by 1% YoY in the FY 2025-26. People cost increased by 4% YoY to R1,13,051 Lakhs. Operating expenses decreased by 6% YoY to R1,14,093 Lakhs. The profit before depreciation, interest and taxation ("EBITDA") stood at R2,07,037 Lakhs. Reported net profit for the year came in atR92,251 Lakhs.

Consolidated

The consolidated revenue were R9,41,642 Lakhs for the year under review, an increase of 12% as compared to the previous year.

Total expenses (before interest, depreciation and taxation) for the year at R5,50,430 Lakhs registered an increase of 45% over previous year. EBITDA stood at R3,91,212 Lakhs. Net profit for the year stood atR1,86,543 Lakhs.

Key Highlights

a Our net revenue from Asset Management ("AMC") and Alternates business for the FY 2025-26 increased 47% YoY to R1,479 Crore and profit after tax ("PAT") increased by 55% YoY to R798 Crore. Total Assets Under Management ("AUM") for AMC business increased by 26% YoY in the FY 2025-26 to R1,55,449 Crore. Under this, Mutual Fund AUM grew by 31% to R1,24,787 Crore in the FY 2025-26.

a Our Alternates AUM increased by 8% YoY in the FY 2025-26 to R30,662 Crore. Alternates business fee-earning AUM of R20,195 Crore and total earning AUM is R24,099 Crore across growth capital funds, real estate funds & private credit funds. a Our Private Wealth Management net revenue increased by 17% YoY to R1,080 Crore and PAT increased by 15% YoY to R368 Crore in the FY 2025-26.

Total AUM for private wealth business increased by 36% YoY in the FY 2025-26 to R1,96,716 Crore.

a Wealth Management net revenue for the FY 2025-26 stood at R2,304 Crore. Under this, net interest income revenue increased by 16% YoY in the FY 2025-26 to R965 Crore.

a The Company had 55 Lakhs retail broking and distribution clients growing at a Compounded Annual Growth Rate ("CAGR") of 24% from the FY 2020-21 to the FY 2025-26. Client acquisition stood at 6.1 Lakhs during the year.

a Our Average Daily Traded Volumes ("ADTO") for retail equity markets increased by 66% YoY in the FY 2025-26 at R30,025 Crore. The retail cash market ADTO for our Company stood at R2,958 Crore in the FY 2025-26. Within derivatives, futures ADTO stood at

R4,618 Crore, while options premium ADTO stood at R688 Crore. New demat accounts added 6.1 lakhs in the FY 2025-26. The number of demat accounts stood at 55 Lakhs in the FY 2025-26, a growth of 12% YoY.

a Our Capital Market business net revenue grew by 9% YoY to R741 Crore in the FY 2025-26. Investment banking business successfully completed 52 deals (including blocks) in the FY 2025-26 worth R83,600+ Crore. We were Ranked #1 in the FY26 Capital Markets League

Table. The team has a rich pipeline and continues to engage on a wide cross-section of mandated transactions across capital markets and advisory.

a Net Interest Income for our Housing Finance ("HFC") business increased by 15% YoY at R393 Crore. Loan book increased by 15% YoY to R5,596 Crore in the FY 2025-26. Disbursements increased by 13% YoY in the FY 2025-26 at R2,021 Crore.

a Total equity investments (including alternate funds) increased by 17% YoY to R8,797 Crore in the FY 2025-26.

Our treasury book has delivered a healthy XIRR of 15.5% since inception and with reinvestments of residual operating profits, the treasury investments book grew at 40% CAGR.

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

FUTURE OUTLOOK

Motilal Oswal Group is very well placed to benefit from financialization theme, which is a long-term mega trend. This trend is expected to play out over several decades, especially in India and given the low penetration of investment products and services, we believe that we are well poised. These structural drivers position us to benefit from a projected 10x increase in cumulative household savings from USD 10 trillion over the last 25 years to over USD 100 trillion in the next 25 years, coupled with higher share of financial savings, rising allocation to equities and alternatives and increased concentration of wealth. We have achieved robust performance across various segments:

We are very confident on the growth of Asset Management business with as the industry continues to grow at double digits and with low penetration of 5% in MF folios, business has a very runway of growth in AUM and profits. Additionally, our alternate business is one of the premier alternate player in India and has 2-decade track record in both equity and credit funds and delivered strong IRRs to our clients. Our Alts AUM currently stands at around $2bn and growing with new fund launches. We raised $1 bn in FY26 for our 5th IBEF, nearly 2x our last fund raised. There are several adjacencies like commercial RE, Real Assets etc which we are looking to tap in the coming years.

Private Wealth Management division is making strides in scalability, supported by a strengthened leadership team and ongoing investments in

Relationship Managers and focus is on growing ARR AUM through various initiatives including advisory solutions, strengthening leverage solutions as a value add for UHNI clients, exclusive co-investments leveraging group synergy, etc.

In Wealth Management, we are the largest full-service brokerage, larger than all private banks. We are the largest broker on revenue market share basis. Our margin trade funding book has market share of ~7% and it is growing. Quality and predictability of revenues has improved dramatically with non-broking revenues now contributing to 2/3rd of the broking business revenues with cross-sell ratios at below 15%. We expect our broking market share to improve as the global uncertainty subsides.

Also, the distribution & lending book will continue to drive growth and increase its share in our group sustainable ARR revenue pie.

Our Capital Market Business continues to grow strongly. Our Institutional Equity business continues to grow and currently caters to 900+ clients, with the research team covering 360+ companies, spread across 27 sectors and plan to cover 500 companies soon. In Investment Banking business, the size of the deals are getting bigger. We have headroom to grow in some of the products like Advisory and M&A in the coming years. With strong deal pipe line, we are well poised for growth in the coming year.

In our Housing Finance business, efforts are underway to bolster the sales force and enhance productivity to drive robust growth in disbursements and AUM. Business has a strong capital adequacy ratio with low leverage, giving us enough growth levers without external equity capital dependency.

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

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and applicable provisions of the Companies Act, 2013 ("the Act") read with the Rules made thereunder (as amended from time to time), the Consolidated Financial Statements of the Company for the FY 2025-26 have been prepared in compliance with applicable Indian Accounting Standards and on the basis of the Audited Financial Statements of the Company and its Subsidiaries, as approved by the respective Board of Directors ("Board"). The Consolidated Financial Statements together with the Auditors' Report is forming part of the Annual Report.

ENVIRONMENT, SOCIAL AND GOVERNANCE INITIATIVES

At the Company, sustainability is an integral part of our business philosophy and long-term value creation approach. Guided by our principles of Knowledge First and People, Profit & Purpose, the Company remains committed to conducting its business in a responsible, ethical and sustainable manner while creating value for all stakeholders.

During the year, the Company continued to strengthen its

Environmental, Social and Governance ("ESG") practices through initiatives focused on responsible resource management, digital transformation, governance excellence, employee well-being, diversity & inclusion and community development. Key initiatives undertaken during the year includes commencement of renewable energy usage at selected location, installation of

Electronic Vehicle ("EV") charging infrastructure, promotion of paperless operations, enhancement of energy-efficient workplace infrastructure, adoption of sustainable office practices, and implementation of various water conservation, waste management and resource-efficiency measures.

On the social front, the Company continued to invest in its people through learning and development programmes, employee engagement initiatives, diversity enhancement efforts, and a safe and inclusive workplace culture. The

Company, through its Corporate Social Responsibility programme, supported impactful interventions in education, healthcare, sustainable livelihoods, women empowerment, agriculture, and community development, benefiting thousands of individuals across the country. The Company has adopted an ESG Vision 2030, which articulates its long-term commitment towards fostering an inclusive and diverse workforce, strengthening employee engagement and retention, expanding educational opportunities for underprivileged children, supporting development initiatives in rural and aspirational districts, promoting environmental conservation through tree plantation and sustainability programmes, encouraging responsible resource utilisation and progressively enhancing sustainable infrastructure. The Vision reflects the Company's commitment to creating enduring environmental and social value alongside sustainable business growth. Strong governance practices, robust risk management frameworks, ethical business conduct and regulatory compliance continue to remain the cornerstone of the Company's sustainability journey. For more details on ESG initiatives, please refer to the ESG disclosures, forming part of the Annual Report.

BUSINESSRESPONSIBILITY&SUSTAINABILITY REPORT

In terms of the provisions of Regulation 34(2)(f) of the Listing Regulations, the initiatives taken by the Company from an ESG & Sustainability perspective are provided in the Business Responsibility & Sustainability Report ("BRSR") which is presented in a separate section and forms part of the Annual Report, and is also uploaded on the website of the Company at www.motilaloswal.com/ investor-relations/disclosures. BRSR includes details on performance against the nine principles of the National

Guidelines on Responsible Business Conduct and a report under each principle, which is divided into essential and leadership indicators, is also part of it.

During the year, the Company has, on a voluntary basis, disclosed BRSR Core information relating to its top value chain partner(s) based on direct stakeholder engagement through questionnaires and review of the latest publicly available information (FY 2024-25), wherever available. The Company has appointed M/s. Moore Singhi Advisors LLP ("Moore Singhi") to undertake Reasonable Assurance on the BRSR Core disclosures and Limited Assurance on other sustainability and ESG disclosures.

The Independent Reasonable Assurance Report on the BRSR Core disclosures along with Independent Limited Assurance Report on other sustainability and ESG disclosures issued by Moore Singhi for the FY 2025-26 forms part of BRSR included in the Annual Report. Further, the Business Responsibility & Sustainability Committee oversees the BRSR and policies as may be required from time to time.

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

The information on the affairs of the Company has been given in Management Discussion & Analysis forming part of the Annual Report.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year which these financial statements relate and the date this Board's Report.

SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2026 is R1,74,00,00,000/- divided into 1,12,00,00,000 Equity Shares of R1/- each aggregating to R1,12,00,00,000/-and 62,00,000 Preference Shares of R100/- each aggregating to R62,00,00,000/-.

During the year under review, the Company has allotted 25,46,244 Equity Shares having face value of R1/- each to eligible Employees upon exercise of the vested Options granted to the said Employees under various Employee Stock Option Schemes ("ESOP Schemes") of the Company

Consequent to the ESOP allotment, the paid-up Share Capital of the Company as at March 31, 2026 stood at R60,18,60,072/- Equity Shares having face value of R1/- each.

DIVIDEND

During the year under review, based on the parameters laid down in the Dividend Distribution Policy, the Board at its Meeting held on January 27, 2026 has declared and paid an Interim Dividend of R6/- per Equity Share for the FY 2025-26, out of the profitsof the Company for the third quarter and nine months ended December 31, 2025, on 60,11,31,194 Equity Shares having face value of R1/- each, aggregating to R3,60,67,87,164/-.

In terms of the provisions of Regulation 43A of the Listing Regulations, the Board has approved the Dividend Distribution Policy in line with the requirements of the Listing Regulations and it is available on the website of the Company and can be accessed at https://www. motilaloswal.com/content/dam/mofsl-website-adobe/ investorrelations/dividend-distribution-policy.pdf

TRANSFER TO RESERVES

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

RECLASSIFICATION OF CERTAIN MEMBERS OF THE PROMOTER GROUP

During the year under review, the Company has received request letters for reclassification from the following Members of the Promoter Group (also referred to as "outgoing members of the Promoter Group" or "applicants"), from the ‘Promoter Group' category to the ‘Public' category, in accordance with Regulation 31A of the Listing Regulations:

Further, subject to approval of the Stock Exchanges where the Equity Shares of the Company are listed, the Shareholders of the Company and such other regulatory/ statutory authorities as may be required, the Board at its Meeting held on April 29, 2026 has approved the said reclassification based on the confirmation provided by the aforesaid outgoing members of the Promoter Group that they satisfy the conditions prescribed under Regulation 31A of the Listing Regulations and they have, for several years, been living separately and are financially, managerially and operationally independent, with no common business interests, shared control or acting-in-concert arrangement with the continuing Promoters i.e. Mr. Motilal Oswal & Mr. Raamdeo Agarawal and their family members.

Further, the shareholding of the aforesaid outgoing members is either nil or insignificant (ranging from 0.00% to 0.07%) and their aggregate shareholding represents 0.42% of the total shareholding of the Company, whereas the continuing promoters hold 67.12% of the total shareholding of the Company. Accordingly, this reclassification does not change any governance, influencing or controlling rights.

EMPLOYEE STOCK OPTION SCHEMES

The Company has implemented various Employee Stock Option Schemes ("ESOP Schemes"). The disclosures required under Regulation 14 read with Schedule I of the SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 ("ESOP Regulations") (as amended from time to time), are available on the website of the Company at www.motilaloswal.com/investor-relations/ disclosures.

The objective of ESOP Schemes is to enable the Company and its Subsidiaries to attract, retain and motivate talent by fostering employee ownership, encouraging long-term value creation and aligning the interests of employees with the long-term interests of the Company and its

Subsidiaries.

The Company confirms that all ESOP Schemes of the

Company are falling under direct route and not under Trust route, and accordingly, the provisions related to

Trust route as specified in the ESOP Regulations are not applicable to the Company. All the Permanent Employees (except the persons as mentioned in the ESOP Regulations) of the Company and its Subsidiary & Associate Company(ies) are entitled to participate in the said ESOP Schemes of the Company. During the year under review, no employee of the Company or its Subsidiary Companies was granted Stock Options equal to or exceeding 1% (One Percent) of the issued Share

Capital of the Company at the time of grant. There has been no change in the ESOP Schemes during the year. M/s. Makarand M. Joshi & Co., Secretarial Auditors of the Company, has certified that the Company's ESOP Schemes have been implemented in accordance with the ESOP Regulations and the Resolutions passed by the Members of the Company for the respective ESOP Schemes. The Certificate from the Secretarial Auditors confirming compliance with the aforesaid provisions will be available for inspection. The ESOP Schemes are administered by the Nomination and Remuneration

Committee ("NRC") of the Board, in accordance with the applicable provisions of the ESOP Regulations.

DEBENTURES

During the year under review, the Company has allotted 50,000 Fully paid, Secured, Rated, Redeemable, Listed, Senior Bonds in the nature of Non-Convertible Debentures ("NCDs") of face value of R1,00,000/- each for an amount of R500 Crore with a premium of R31.50 Lakhs, on private placement basis. The Company has also allotted

30,000 Fully paid, Secured, Rated, Redeemable, Listed, Senior Bonds in the nature of NCDs of face value of R1,00,000/- each for an amount of R300 Crore, on private placement basis. Both the aforesaid NCDs are listed on the National Stock Exchange of India Limited ("NSE"). As on March 31, 2026, the outstanding amount of NCDs is 1,970 Crore, comprising 1,000 Crore raised through public issuance and 970 Crore through private placement, which are listed on NSE and/or BSE Limited.

The Company has duly serviced all interest obligation on the NCDs and there has been no default in payment of interest or repayment of principal amount during the year under review.

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

Beacon Trusteeship Limited

5W, 5th Floor, The Metropolitan, Bandra Kurla Complex, Bandra (East), Mumbai, Maharashtra 400 051 Tel: +91 22 4606 0278 Website: https://beacontrustee.co.in

COMMERCIAL PAPERS

During the year under review, the Company has issued Commercial Papers ("CPs") as short-term borrowing instruments, which are listed on NSE and BSE Limited ("BSE"). As on March 31, 2026, the outstanding amount of CPs is R9,720 Crore. The Company has duly honoured and made timely repayment of all its CPs that matured during the year under review and there has been no default in repayment of principal or payment of interest thereon.

DEPOSITS

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

CREDIT RATING

During the year under review, the Long-term Credit Rating of the Company has been upgraded to "[ICRA] AA+ (Stable)" from "[ICRA]AA (Positive)" by ICRA Limited.

Accordingly, the Credit Rating agencies have affirmed/reaffirmed/assigned the below credit ratings:

The aforesaid ratings indicate a very strong degree of safety regarding timely servicing of financial obligations and reflect the confidence of the rating agencies in the Company's credit profile and financial strength.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) & 134(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended from time to time), the Annual Return of the Company in prescribed e-Form MGT-7 for the FY 2025-26 is available on the website of the Company at https://www.motilaloswal.com/ content/dam/mofsl-website-adobe/investorrelations/ draft-mgt-7-mofsl-fy2025-26.pdf.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion & Analysis for the year under review as stipulated under Regulation 34 of the Listing

Regulations is presented in a separate section forming part of the Annual Report.

SUBSIDIARY COMPANIES

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

During the Financial Year ended March 31, 2026, Motilal Oswal International Wealth Management Limited was incorporated in the Dubai International Financial Centre ("DIFC"), Dubai, as a Step-Down Wholly-Owned Subsidiary of the Company through MO Alternate Investment Advisors Private Limited, a Wholly-Owned Subsidiary. Further, Motilal Oswal Asset Management (IFSC) Limited was incorporated as a Wholly-Owned Subsidiary in GIFT City, Gandhinagar, Gujarat. These incorporations are aimed at strengthening the Group's presence in the DIFC and the International Financial Services Centre ("IFSC"), respectively.

Accordingly, as on the date of this Board's Report, the Company has 21 Subsidiaries (including Step-Down Subsidiaries). The Company does not have any Associate Company(ies) or Joint Venture Company(ies) within the meaning of Section 2(6) of the Act as on March 31, 2026.

Material Subsidiaries

During the FY 2025-26, the following Subsidiaries were identified as Material Subsidiaries of the Company in accordance with the criteria prescribed under the Listing Regulations and in accordance with the Policy on Determination of Material Subsidiaries:

Further, based on the Consolidated Financial Statements of the Company as on March 31, 2026, MOmentum CapEdge Limited has also been identified as a Material

Subsidiary of the Company.

Pursuant to the provisions of Regulation 16(1)(c) read with Regulation 46 of the Listing Regulations, the Board has approved the Policy on Determination of Material Subsidiaries. The said Policy is available on the website of the Company and can be accessed at https://www. motilaloswal.com/content/dam/mofsl-website-adobe/ investorrelations/policy-on-determining-material-subsidiary.pdf

The Company has complied all the applicable Corporate Governance requirements prescribed under the Listing Regulations in respect of its Material Subsidiaries during the FY 2025-26.

Investment in the Subsidiaries

During the year under review, the Company has made following investment in its Subsidiaries through subscription to right issues:

Performance and Financial Position of the Subsidiaries

As required under Rule 8(1) of the Companies (Accounts) Rules, 2014 (as amended from time to time), a report on the highlights of performance of the Subsidiaries and their contribution to the overall performance of the Company has been appended as Annexure 1 to this Board's Report. Further, pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 (as amended from time to time), a statement containing salient features of the Financial Statements of the Subsidiaries of the Company, in Form AOC-1, is annexed to the Consolidated Financial Statements which forms part of the Annual Report.

In accordance with the provisions of Section 136 of the Act, the separate Audited Financial Statements of each Subsidiary Company are available on the website of your Company at www.motilaloswal.com/investor-relations. These documents will be available for inspection in electronic mode. Members can inspect the same up to the date of the Annual General Meeting ("AGM"), by sending an e-mail to the Company at shareholders@motilaloswal. com. The Company will provide a copy of the Audited Financial Statements of each Subsidiary Company to any Member upon request.

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

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

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

a A statement containing all significant transactions and arrangements entered into by the Subsidiary

Companies is placed before the Company's Board. a Presentations are made to the Company's Board on business performance of major Subsidiaries of the

Company by the senior management.

BOARD, COMMITTEES OF THE BOARD & KEY MANAGERIAL PERSONNEL

Composition of the Board

The composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an optimum combination of Executive, Non-Executive and Independent Directors. As on March 31, 2026, the Board comprised 14 (Fourteen) Directors including 1 (One) Non-Executive Chairman, 1 (One) Managing Director & Chief Executive Officer, 1 (One) Managing Director, 2 (Two) Whole-time Directors, 2 (Two) Non-Executive Directors and 7 (Seven) Independent

Directors. The complete list of Directors of the Company has been provided in the Report on Corporate Governance forming part of the Annual Report.

The size and composition of the Board are commensurate with the scale, complexity, and nature of the Company's business. The Board comprises individuals with diverse professional backgrounds, expertise, skills, industry knowledge, and experience, providing an appropriate balance of perspectives and competencies required for effective governance and strategic oversight.

Appointment/Re-appointment of Directors

During the year under review, following Directors were appointed/re-appointed on the Board of the Company by the Members of the Company, other than Directors liable to retire by rotation:

Further, subsequent to the financialyear ended March 31, 2026, following Directors were appointed by the Board, subject to approval of the Members of the Company:

(1) In view of the upcoming completion of the 2nd (Second) term of Mr. Chitradurga Narasimha Murthy on June 30, 2026 and Mr. Chandrashekhar Karnik on September 15, 2026, as Independent Directors of the Company.

Directors retiring by rotation

In accordance with Section 152 of the Act and Articles of Association of the Company, Mr. Raamdeo Agarawal (DIN: 00024533) and Mr. Navin Agarwal (DIN: 00024561) will retire by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment. Based on the recommendation of the NRC, the Board recommends their re-appointment(s) for the approval of the Members of the Company. The brief profile of Mr. Raamdeo Agarawal and Mr. Navin Agarwal are included in the Notice of the AGM of the Company. The details of the Directors along with the rationale for their proposed appointment/re-appointment, as mentioned above, are included in the Notice convening the Twenty-First AGM of the Company.

Meetings of the Board

During the year under review, the Board met 5 (Five) times to discuss and approve various matters including Financials Statements, appointment/reappointments of Directors, appointment of Secretarial

Auditors, issuance of NCDs through private placement, change in Senior Management Personnel, enhancement of the limit under Section 186, declaration of Interim Dividend, Annual Operating Plan and various other businesses. For further details, please refer to the Report on Corporate Governance forming part of the Annual Report. The maximum interval between any two consecutive meetings did not exceed 120 (One Hundred and Twenty) days, as prescribed in the Act and the Listing Regulations.

Committees of the Board

The Board has set-up various Committees in compliance with business requirements and the relevant provisions of applicable laws laying down well-documented terms of reference for all Committees. Details with respect to the composition, terms of reference and number of

Meetings held, etc. are included in the Report on Corporate Governance forming part of the Annual Report. During the year under review, all the recommendations/ submissions made by the Audit Committee and other Committees of the Board were accepted by the Board.

Separate Meeting of Independent Directors

As stipulated in the Code for Independent Directors under the Act and the Listing Regulations, 2 (Two) separate Meetings of the Independent Directors of the Company were held on April 25, 2025 and October 30, 2025 to review various matters including the performance of Non-Independent Directors (including the Chairman) and the Board as a whole, and to appoint Lead Independent Director. The Independent Directors also assessed the quality, quantity and timeliness of the flow of information between the Company's Management and the Board, which is necessary to effectively and reasonably perform and discharge their duties.

Declaration by Independent Directors

All the Independent Directors of the Company have submitted their declarations of independence as required under the provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations. These declarations affirm that the independent of the management and they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are not disqualified from continuing as Independent Directors of your Company. Further, the veracity of the above declarations has been assessed by the Board in accordance with Regulation 25(9) of the Listing

Regulations.

Based on the declarations received and the outcome of the performance evaluation process, the Board is of the opinion that the Independent Directors of the Company uphold the highest standards of integrity and possess the requisite qualifications, expertise and experience (including the proficiency) and competency required to effectively discharge their duties and responsibilities.

The Independent Directors collectively bring diverse experience and expertise across areas including financial services, business and industry knowledge, corporate governance, risk management, finance and accounting, legal and regulatory matters, digital and information technology, leadership and human capital management, strategy, sustainability and ESG, and other disciplines relevant to the Company's business.

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

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following officials of the Company are the Key Managerial Personnel ("KMP"), as on the date of this Report:

During the period under review, there were no changes in the KMP of the Company.

FAMILIARIZATION PROGRAMMES

The Company believes in continuously familiarizing its

Independent Directors and Non-Executive Directors with the Company's business, industry dynamics, regulatory environment, business model, governance framework Directorsare and key developments to enable them to effectively discharge their duties and responsibilities.

Upon appointment, Directors are provided with a formal Letter of Appointment setting out, inter-alia, their roles, duties, responsibilities, rights and obligations under the

Act and the Listing Regulations. They are also familiarized with the Company's operations, organisational structure, business segments, risk management framework and the businesses of the Motilal Oswal Group.

Further, on an ongoing basis as a part of Agenda of the Board/Committee Meetings, presentations are regularly made to the Independent Directors on various matters, inter-alia, covering the business strategies, management structure, management development, quarterly and annual results, budgets, reviews of internal audit, risk management framework, operations of the Subsidiaries, corporate governance, sustainability and ESG initiatives and Corporate Social Responsibility activities, etc. The details of familiarization and training programmes imparted to Directors during the year are provided under

Principle 1 of the BRSR forming part of the Annual Report. Pursuant to provisions of Regulation 25 and 46 of the Listing Regulations, the Company has adopted a Policy on Familiarization Programmes for Independent Directors. The Policy and details of the Familiarization Programmes conducted are available on the website of the Company and can be accessed at https://www.motilaloswal.com/ content/dam/mofsl-website-adobe/investorrelations/64 6484996familiarization-programmes-for-independent-director-2026.pdf

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

Section 178 of the Act and Regulation 19 read with Para A of Part D of Schedule II of the Listing Regulations require the NRC to formulate a Policy relating to the remuneration for the Directors, KMP, Senior Management and other employees of the Company; and recommend the same for approval of the Board.

The Company, based on the recommendations of the NRC, has framed a Nomination and Remuneration Policy relating to appointment of Directors, payment of managerial remuneration, Director's qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178 of the Act and Regulation 19 read with Para A of Part D of Schedule II of the Listing Regulations.

Accordingly, in compliance to the aforesaid provisions, the Nomination and Remuneration Policy of the Company is available on the website of the Company and can be accessed at https://www.motilaloswal.com/content/dam/ mofsl-website-adobe/investorrelations/nomination-and-remuneration-policy.pdf

The salient features of the Nomination and Remuneration

Policy are given below:

Appointment criteria and qualifications:

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

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

3. The Company shall not appoint or continue the employment of any person as Managing Director/ Whole-time Director/Manager who- (a) is below the age of twenty-one years or has attained the age of seventy years.

Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of the

Shareholders by passing a Special Resolution based on the explanatory statement annexed to the Notice for such motion indicating the justification for extension of appointment beyond seventy years.

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

(b) is an undischarged insolvent or has at any time been adjudged as an insolvent; (c) has at any time suspended payment to his creditors or makes, or has at any time made, a composition with them; or (d) has at any time been convicted by a court of an offence and sentenced for a period of more than six months.

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

Removal:

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

a Retirement:

The Director, KMP and Senior Management shall retire as per the applicable provisions of the Act and the prevailing internal policy of the Company. The

Board will have the discretion to retain the Director, KMP, Senior Management in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company

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

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

2. The remuneration and commission to be paid to Managerial Person shall be as per the statutory provisions of the Act and Listing Regulations, and the rules made there under for the time being in force.

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

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

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

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

a Remuneration to Managerial Person, KMP and Senior Management:

1. Fixed pay:

Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the NRC in accordance with the statutory provisions of the Act and the Rules made thereunder for the time being in force.

The break-up of the pay scale and quantum of perquisites including employer's contribution to Provident Fund(s), pension scheme(s), medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the NRC and approved by the Shareholders and such other approval, wherever required.

2. Variable Pay:

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

3. Provision for excess remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managerial Person in accordance with the provisions of Schedule V of the Act. If any Managerial Person draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without such approval, wherever required, he/she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company.

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

4. Malus and Clawback Provisions

In line with good governance and ensure accountability, the following Malus and Clawback Provisions shall apply to the remuneration (including deferred bonus or stock incentives) of Managerial Personnel, KMPs, Senior Management and other eligible employees as may be decided by the NRC: Malus Clause Unvested or unpaid variable pay may be forfeited in case of misconduct, gross negligence, regulatory breach, significant underperformance, or financial restatement. Clawback Clause Paid or vested incentives may be recovered in events of fraud, wilful misconduct, integrity breach, or any act causing reputational or financial harm to the Company. This would be applied anytime for a period of 3 years or such other period as may be determined by the NRC from the date of the payment or exercise of vested benefit

a Remuneration to Non-Executive/Independent Director:

1. Remuneration/Commission:

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

2. Sitting Fees:

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

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

3. Limit of Remuneration/Commission:

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

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

During the year under review, the Policy was amended to carry out changes as suggested by the

Board/NRC.

BOARD DIVERSITY

The Company believes that diversity of thought, experience and expertise enriches Board deliberations, promotes balanced decision-making, and supports sustainable long-term value creation. While identifying and recommending candidates for appointment to the Board, due consideration is given to an appropriate mix of skills, experience, professional expertise, integrity, independence, gender and domain knowledge. Further, the details of the Board Diversity Matrix, including the skills and expertise of the Directors, are provided in the Corporate Governance Report forming part of the Annual

Report.

The Company has adopted a Policy on Board's Diversity as part of its Nomination and Remuneration Policy, which provides the framework for promoting an appropriate mix of skills, experience and diversity on the Board in line with the Company's strategic priorities and governance objectives. The said Policy is available on the website of the Company at https://www.motilaloswal.com/ content/dam/mofsl-website-adobe/investorrelations/ nomination-and-remuneration-policy.pdf

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3)(p) and Schedule IV of the Act and in accordance with Regulation 17(10) and 25(4) of the Listing Regulations, the Board has carried out the annual performance evaluation of the Board as a whole, various Committees of the Board and Individual Directors. The performance evaluation of Independent Directors was carried out by the entire Board of the Company excluding the Director being evaluated. The Board reviewed the performance of Individual

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

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

The Board noted that the outcome of the performance evaluation reflected a high degree of satisfaction with the functioning and effectiveness of the Board, its Committees, and Individual Directors including the Chairman of the Company. The Board also deliberated on the observations and recommendations arising from the evaluation process and reaffirmed its commitment to continuously strengthening governance standards through focused familiarisation programmes, knowledge enhancement sessions, and ongoing development of skills and competencies relevant to the Company's evolving business and regulatory environment.

Further, the Company has taken necessary steps to comply with the suggestions which had arisen from the Board performance evaluation for previous years.

SUCCESSION PLAN

Pursuant to the provisions of the Listing Regulations, the

Company has in place a comprehensive Succession

Planning Policy to ensure orderly succession for the Board of Directors and Senior Management Personnel and to support long-term business continuity and sustainable growth.

The NRC, in consultation with the Board and the Human Resources function, periodically reviews leadership requirements, identifies critical roles and competencies, and oversees succession planning and leadership development initiatives. The Company follows a structured talent management framework focused on identification and development of high-potential talent through performance and potential assessments, Individual Development Plans ("IDPs"), targeted learning and development programmes, leadership interventions, mentoring, and periodic reviews, with the objective of building a robust pipeline of future leaders.

The Board is satisfied that the Company has appropriate mechanisms in place to ensure leadership continuity, facilitate planned and unplanned transitions, and strengthen organisational resilience through a systematic and merit-based succession planning process.

PARTICULARS OF EMPLOYEES

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

In terms of first proviso to Section 136 of the Act, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding the information on employees' particulars as required pursuant to the provisions of Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time). The said information pertaining to the names and other particulars of employees will be available for inspection by the Members. The Members can inspect the same up to the date of the AGM, by sending an e-mail to the Company at shareholders@motilaloswal.com. Any Member interested in obtaining a copy of the said Annexure may write an e-mail to the Company on the aforementioned e-mail id in this regard.

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

GOVERNANCE

Report on Corporate Governance

A detailed Report on Corporate Governance in terms of the provisions of Schedule V of the Listing Regulations for the FY 2025-26, is forming part of the Annual Report. Further, a Certificate from M/s. Makarand M. Joshi & Co., Secretarial Auditors of the Company, confirming compliance with conditions of Corporate Governance as stipulated in Regulation 34 read with Schedule V to the Listing Regulations is annexed to the Report on Corporate

Governance.

Code of Conduct

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

Vigil Mechanism/Whistle Blower Policy

The Company is committed to fostering a culture of integrity, transparency, accountability, and ethical conduct across its operations. It encourages its Directors, employees, and other stakeholders to uphold Company's values, and conduct business with integrity & highest standards of ethics and professionalism.

Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 (as amended from time to time) and Regulation 22 of the Listing Regulations, the Company has framed a Vigil Mechanism/Whistle Blower Policy to enable Directors and employees to encourage and empower the employees / stakeholders to report genuine concerns or grievances, significant deviations from key management policies and report instances of any non-compliance and wrong practices, e.g., unethical behavior, fraud, violation of law and inappropriate behavior/conduct etc. without any fear of reprisal, retaliation, discrimination or harassment of any kind.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the

Directors or employees has been denied access to the

Audit Committee of the Board.

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

The Company is taking several initiatives to encourage employees to report incidences of any fraud or unusual events. During the year under review, the Company has initiated periodic email, SMS and poster campaigns for educating employees on the process of whistle blowing, creating awareness and encouraging employees to blow the whistle and report incidences of any concerns.

The Whistle Blower Policy framed by the Company is in compliance with the requirements of the Act and Listing Regulations, and is available on the website of the Company and can be accessed at https://www. motilaloswal.com/content/dam/mofsl-website-adobe/ investorrelations/vigil-mechanism-whistle-blower-policy. pdf

Prevention of Sexual Harassment of Women at Workplace

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

The details of complaints received, disposed and pending during the FY 2025-26 are as follows:

After necessary enquiries, the aforesaid complaints were appropriately handled by the Internal Complaints

Committee of the Company and stands closed as on date.

Compliance on the Maternity Benefit Act, 1961

The Company complies with the provisions of the Maternity Benefit Act, 1961 and provides maternity benefits categorization and assessment to eligible women employees. Adequate facilities and support are provided in line with statutory requirements.

Gender-wise Workforce Bifurcation

As on March 31, 2026, the Company had a total workforce of 7,616 employees, comprising 5,625 male employees, 1,991 female employees and no transgender employees.

The Company remains committed to promoting diversity and inclusion within its workforce.

Further details on employee metrics, including category-wise employee distribution and diversity ratios, are provided in the BRSR forming part of the Annual Report.

New Labour Codes

The Central Government, vide notifications published in the Official Gazette on November 21, 2025, brought into effect the Code on Wages, 2019, Code on Social Security, 2020, Industrial Relations Code, 2020, and Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as the "New Labour Codes"). These codes replace and consolidate 29 existing Central labour laws.

Pursuant to the implementation of the New Labour Codes, the Company reassessed its employee benefit obligations including those arising from the revised definition of wages and the expanded social security coverage under the new framework. Based on such assessment, the Company has recognised the resultant impact, wherever applicable, in its financial statements.

RISK MANAGEMENT

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

The Company recognizes the importance of an Enterprise Risk Management ("ERM") framework and had taken early initiatives toward its implementation. The Company has also formulated a Group Risk Management Policy. Further, the Company, being a Qualified Stock Broker ("QSB") in terms of the SEBI circular bearing reference no. SEBI/HO/ MIRSD/MIRSD PoD 1/P/CIR/2023/24 dated February 06, 2023 read with the various Exchange Circulars issued in this regard (as amended from time to time), has adopted a separate, clear and well documented Risk Management Framework. This framework encompasses all relevant risks that may be borne by the Company, addresses the root causes of such risks, ensures early identification and further ensures that corrective actions to be taken against future incidents, assesses the likely impact of probable risk events on various aspects of the Company's functioning, and assigns accountability and responsibility to KMP within the organization.

A systematic approach has been adopted that begins with the identification, of risks; evaluates the effectiveness of existing controls; builds additional controls to mitigate risks; and monitors residual risks through effective Key Risk Indicators. Implementation is being carried out in a phased manner with the objective of encompassing the entire line of businesses.

Effective ERM involves a robust implementation of the three lines of defense the first line being front line employees, the second line being the risk and compliance function and the third line being external and internal auditors. Significant effort has been made to strengthen these lines of defense and build an effective risk culture.

Further, pursuant to the provisions of Regulation 21 of the Listing Regulations, the Board has constituted a Risk Management Committee ("RMC"), details of which are provided in the Report on Corporate Governance. The composition of the RMC is in conformity with the Listing Regulations, with a majority of members being Directors of the Company. The RMC is authorized, inter-alia, to monitor and review risk assessment, mitigation and management plans from time to time, and to report the adequacy and effectiveness of these processes to the Audit Committee/ Board on a periodic basis.

In the opinion of the Board, there are no elements of risk threatening the existence of the Company. The details of the composition of the RMC and its terms of reference are provided in the Report on Corporate

Governance, which forms part of the Annual Report.

C O M P L I A N C E W I T H S E C R E T A R I A L STANDARD

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

SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), M/s. Makarand M. Joshi & Co., Company Secretaries, were appointed as the Secretarial Auditors of the Company by the Members at the 20 th AGM of the Company held on July 15, 2025 for a term of 5 (Five) consecutive years commencing from the FY 2025-26 to the FY 2029-30.

The Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICSI and are not disqualified to continue as Auditors and are eligible to hold office as Auditors of the Company.

Secretarial Audit & Annual Secretarial Compliance Report

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

Pursuant to the provisions of Regulation 24A of the Listing Regulations, Annual Secretarial Compliance Report for the Financial Year ended March 31, 2026 was obtained from M/s. Makarand M. Joshi & Co., Company Secretaries. There is no adverse remark, qualifications or reservation in the Secretarial Audit Report and Annual Secretarial

Compliance Report of the Company.

Secretarial Audit of the Material Subsidiaries

In terms of the provisions of Regulation 24A of the Listing Regulations, the Secretarial Audit Report of the Material Subsidiaries i.e. MOAMC, MOFL & MOHFL received from their respective Secretarial Auditors for the FY 2025-26 are available at website of the Company at www.motilaloswal. com/investor-relations/disclosures.

STATUTORY AUDITORS

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

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

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

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

Statutory Auditors' Report

The Statutory Auditors' Report issued by M/s. Singhi & Co. for the year under review does not contain any qualification, reservations, adverse remarks or disclaimer. The Notes to Accounts referred to in the Auditors' Report are self-explanatory, therefore, do not call for any further clarifications under Section 134(3)(f) of the Act. Further, pursuant to the provisions of Section 143(12) of the Act, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.

MAINTENANCE OF COST RECORDS & COST AUDIT

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

INTERNAL AUDITORS

The Board at its Meeting held on April 27, 2023 had appointed M/s. BDO India LLP as the Internal Auditors of the Company for a term of 5 (Five) years commencing from the FY 2023 24 to the FY 2027 28 for conducting internal Audit in accordance with the provisions of Section 138 of the Act read with Rules made thereunder. Subsequently, during the year under review, the Board at its Meeting held on April 29, 2026 had appointed M/s. Aneja Associates, Chartered Accountants, as the Internal Auditors of the Company for the FY 2026 27, in place of M/s. BDO India LLP, as part of the Company's evolving business strategy and with a view to strengthening the internal audit framework.

Further, in compliance with the applicable provisions of the SEBI Act, 1992, Securities Contracts (Regulation) Act, 1956, Depositories Act, 1996 (as amended from time to time) read with various Circulars issued by the Exchanges, Depositories and Clearing Corporations, and other applicable Law, Rules and Regulations, the Board at its Meeting held on April 26, 2024 had also appointed M/s. M S K A & Associates, Chartered Accountants, as Internal Auditors for conducting half yearly internal audits up to FY 2027 28. Subsequently, as part of the Company's evolving business strategy and to ensure compliance with the regulatory framework the Board at its Meeting held on July 24, 2025 appointed M/s. Shah Kapadia & Associates, Chartered Accountants, as Internal Auditors for a term of 5 (Five) years commencing from the FY 2025 26 to the FY 2029 30, in place of M/s. M S K A & Associates. The periodic reports of the said Internal Auditors are regularly placed before the Audit Committee along with the comments of the Management on the action taken to correct any observed deficiencies on the working of the various departments.

INTERNAL FINANCIAL CONTROLS

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

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

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

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

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

The Company is accelerating the technology and digital transformation on continuous basis. It stays invested in creating a seamless digital and customer experience across digital touchpoints.

Your Company's focused approach is to keep on enhancing its in-house tech capabilities.

For detailed information on initiatives taken by the

Company for technology absorption, please refer

BRSR forming part of the Annual Report.

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

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

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

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

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

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

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

Subsequently, the Company has transferred unpaid/unclaimed dividend of Final Dividend for the FY 2017-18 amounting to R4,15,364/- on November 14, 2025. Further, 814 Equity Shares of those Shareholders who had not claimed any dividend during the consecutive 7 years, were also transferred to the IEPF on December 11, 2025. The details of such Shares are available on the website of the Company at www.motilaloswal.com/investor-relations/disclosures. The concerned Shareholders are requested to claim the said Shares by directly approaching to the IEPF Authority.

INVESTOR AWARENESS & SHAREHOLDER OUTREACH INITIATIVE – "SAKSHAM NIVESHAK" CAMPAIGN

Pursuant to the IEPF Authority's nationwide "Saksham Niveshak 100 Days Campaign", the Company undertook a focused investor awareness and shareholder outreach initiative to facilitate updation of KYC details, bank mandates and other statutory information, and to assist shareholders in claiming their unpaid/unclaimed dividends before their transfer to the IEPF. Through targeted communication and proactive engagement, the Company encouraged shareholders to regularise their records, enhance KYC compliance and safeguard their investments from transfer to the IEPF.

The initiative reflects the Company's continued commitment towards investor protection, regulatory compliance, transparent shareholder communication and facilitation of seamless investor services. The Company remains committed to undertaking such investor-centric initiatives and creating greater awareness among shareholders regarding timely updation of records and safeguarding of their investments.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the Board, to the best of their knowledge, belief and ability and explanations obtained by them, confirm that: 1) in the preparation of the Annual Financial Statements for the Financial Year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for that period; 3) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4) the Directors have prepared the annual accounts on a going concern basis; 5) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and 6) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

The Company recognizes the responsibilities towards society and strongly intends to contribute towards development of knowledge based economy. In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules") (as amended from time to time), the Company has constituted a Corporate Social Responsibility ("CSR") Committee. The composition and terms of reference of the CSR Committee are provided in the Report on Corporate Governance forming part of the Annual Report.

The Company has also formulated a CSR Policy which is available on the website of the Company at https://www. motilaloswal.com/content/dam/mofsl-website-adobe/ investorrelations/corporate-social-responsibility-policy. pdf. During the year under review, there has been no change in the said Policy.

Further, the detailed CSR initiatives undertaken by the

Company are available at www.motilaloswal.com/ foundation/index.html.

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

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

CSR Rules has been appended as Annexure 4 to this Board's Report. Further, the Annual Action Plan on CSR activities for the FY 2025-26 is also uploaded on the website of the Company at https://www.motilaloswal.com/content/dam/ mofsl-website-adobe/investorrelations/993469022mofsl-annual-action-plan.pdf

Impact Assessment – CSR initiatives

The Company commissioned an independent impact assessment by an external impact assessment agency for 2 (Two) of its CSR initiatives implemented through Life Care & Peace Mission and Global Vikas Trust. The assessment covered: (i) the Gaushala and Animal Hospital project in Nashik, Maharashtra, which provides shelter, veterinary care, treatment and rehabilitation support to injured, sick and abandoned cattle, thereby advancing animal welfare and supporting rural communities; and (ii) the Krishikul Farmer Training Centre project in Beed, Maharashtra, which seeks to strengthen farmer capabilities through training, demonstration and knowledge-sharing initiatives, thereby contributing to improved agricultural practices, rural economic development and the long-term prosperity of farming communities.

The Impact Assessment Report for these CSR projects is available on the Company's website and may be accessed at: https://www.motilaloswal.com/content/ dam/mofsl-website-adobe/investorrelations/961434077 social-impact-assessment.pdf

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security provided in terms of the provisions of Section 186 of the Act and are disclosed under Notes to Accounts annexed to the Standalone Financial Statements for the Financial Year ended March 31, 2026 and the same forms part of the Annual Report.

P A R T I C U L A R S O F C O N T R A C T S O R ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act, the Listing

Regulations and pursuant to the recommendation of the

Audit Committee, the Company has formulated the Policy on Materiality and Dealing with Related Party Transactions ("RPT Policy") which is available on the Company's website and can be accessed at https://www.motilaloswal.com/ content/dam/mofsl-website-adobe/investorrelations/ policy-on-materiality-and-dealing-with-related-party-transactions.pdf

All related party transactions entered into during the FY 2025-26 were on an arm's length basis and in the ordinary course of business. All related party transactions were placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of unforeseen or repetitive in nature. The details of all such related party transactions entered into pursuant to the omnibus approval of the Audit Committee, were placed before the Audit Committee on a quarterly basis for its review. In terms of the Fifth Amendment of 2025 under the Listing Regulations, the Company has reviewed and updated its RPT Policy to align with the revised provisions. The Company does not project any material related party transactions for the financial year 2026-27. Accordingly, the Company has not sought prior approval from the shareholders for any related party transactions under the provisions of the Listing Regulations read with thresholds mentioned in Schedule XII of the Listing Regulations. Pursuant to the provisions of Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 (as amended from time to time), there are no transactions to be reported under Section 188(1) of the Act. Accordingly, the disclosure of related party transactions, as required in Form AOC-2 is not applicable to the Company.

Details of transactions, contracts and arrangements entered into with related parties by the Company during the FY 2025-26 are given under note no. 52 to the Standalone Financial Statements, which forms part of the Annual Report.

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

OTHER DISCLOSURES

Your Directors confirm that no disclosure or reporting is required in respect of the following matters, as there were no such transactions during the year under review: a issue of Equity Shares with differential rights as to dividend, voting, or otherwise; a change in the nature of business of the Company;

a receipt of remuneration or commission by the

Managing Director or Whole-time Directors from any of the Company's Subsidiaries; a any proceedings under the Insolvency and Bankruptcy Code, 2016, pending before the National Company Law Tribunal or any other Court by or against the Company; a any instance of one-time settlement with a Bank or Financial Institution;

a any scheme involving provision of money for the purchase of the Company's own Shares by employees or by trustees for the benefit of employees; and a issue of Shares (including Sweat Equity Shares) to employees of the Company, except for the grant of options under the Employee Stock Options Schemes referred to in this Board's Report.

ACKNOWLEDGEMENT

The Directors express their sincere gratitude to the Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited, Multi Commodity Exchange of India Limited, National Commodity & Derivatives Exchange Limited, Central Depository Services (India) Limited, National Securities

Depository Limited, NSE Clearing Limited, Indian Clearing Corporation Limited, various KRA Agencies, Registrar to an Issue and Share Transfer Agent, Insurance Regulatory and Development Authority. Ministry of Finance, Ministry of Corporate Affairs, Regional Directors, Registrar of

Companies, other government and regulatory authorities, lenders, financial institutions and the Company's Bankers for the ongoing support extended by them. The Directors also place on record their sincere appreciation for the continued support extended by the Company's stakeholders and trust reposed by them in your Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company and its Subsidiaries across all levels, resulting in successful performance during the year under review.