Nuvama Postal Ballot for ESAR Scheme and Remuneration Revisions

Postal Ballot Details

Cut-off Date: Thursday, June 25, 2026
Dispatch Date: Wednesday, July 1, 2026 (electronic mode only)
Remote E-voting Period: Commences 9:00 AM IST on Friday, July 3, 2026, and ends 5:00 PM IST on Saturday, August 1, 2026.
E-voting Service Provider: MUFG Intime India Private Limited (RTA)
Scrutinizer: CS Nilesh Shah (or CS Mahesh Darji or CS Hetal Shah) of M/s. Nilesh Shah and Associates
Result Declaration: The results, along with the scrutinizer's report, will be declared and displayed on the company's website and the websites of the stock exchanges after the e-voting period concludes. The resolutions are deemed passed on Saturday, August 1, 2026, if approved.
Notice Availability: Hosted on the company's website (www.nuvama.com), RTA's website (https://instavote.linkintime.co.in/), and the websites of BSE and NSE.

Special Business Items for Shareholder Approval

Item No. 1: Approval of "Nuvama Wealth Management Limited Employee Stock Appreciation Rights Scheme 2026" (ESAR 2026) for eligible employees of the Company

Resolution Type: Special Resolution
Purpose: To formulate and implement the ESAR 2026 scheme.
ESAR Pool Size: 1,37,00,000 (One Crore Thirty Seven Lakh) ESAR units.
Underlying Share Pool: The exercise of these ESARs is settleable into not more than 1,37,00,000 Equity Shares of face value ₹2 each.
Key Terms:
ESARs represent the right to receive appreciation in the value of underlying equity shares, settled via issuance of new shares.
ESAR price will be the market price, subject to a discount of up to 10%.
Minimum vesting period: 1 year. Maximum vesting period: 6 years.
Exercise period: 1 to 5 years from each vesting date.
Maximum grant to any single employee cannot exceed 1% of issued capital without prior shareholder approval.
The scheme involves a new issue of shares; no secondary acquisition or trust is involved.
The Nomination and Remuneration Committee (NRC) will administer the scheme.
Estimated Dilution: The document states the ESAR pool represents ~7.5% of current paid-up capital but estimates the actual dilution upon exercise to be materially lower (approx. 3.0-3.5%), linked to share price appreciation.
Rationale: To align employee interests with long-term performance and shareholder value, retain talent, and provide a capital-efficient incentive compared to stock options.

Item No. 2: Extension of ESAR 2026 to eligible employees of Subsidiary companies

Resolution Type: Special Resolution
Purpose: To extend the benefits of the approved ESAR 2026 scheme to employees of the company's subsidiaries.
Costs: Costs associated with grants to subsidiary employees will be reimbursed by the respective subsidiaries.

Item No. 3: Extension of ESAR 2026 to eligible employees of Associate companies

Resolution Type: Special Resolution
Purpose: To extend the benefits of the approved ESAR 2026 scheme to employees of the company's associates.
Estimated Limit: Grants to associate company employees are estimated not to exceed 0.25% of current share capital, resulting in approx. 0.10-0.12% dilution.
Costs: Costs associated with grants to associate employees will be reimbursed by the respective associates.

Item No. 4: Revision of remuneration of Mr. Ashish Kehair (DIN: 07789972), Managing Director & CEO

Resolution Type: Special Resolution
Effective: From the date of shareholder approval until the end of his current tenure (September 20, 2027).
Revised Remuneration Structure:
Salary: Not exceeding ₹5.50 crores per annum.
Performance Bonus: Up to 3 times the annual salary per annum.
Perquisites: Medical, life, personal accident insurance, gratuity (capped at ₹20 lakhs), and other company rules-based perquisites. Aggregate cost of insurance ~₹95,000 p.a.
Annual Increment: The Board/NRC is authorized to approve annual increments not exceeding 12% p.a. of the salary.
Equity Instruments: Equity-based instruments granted are not part of perquisites or the overall remuneration limit.
Inadequate Profits: Approval is sought to pay the above remuneration even in years of inadequate profits or no profits, exceeding limits specified under Section 197 of the Companies Act, 2013.
Background: Mr. Kehair was reappointed until Sep 20, 2027, at the 31st AGM (Aug 5, 2024). His current salary is ₹4.44 cr p.a. (effective Apr 1, 2026), and he received a performance bonus of ₹9.90 cr for FY26.

Item No. 5: Revision of remuneration of Mr. Shiv Sehgal (DIN: 07112524), Executive Director

Resolution Type: Special Resolution
Effective: From the date of shareholder approval until the end of his current tenure (January 10, 2028).
Revised Remuneration Structure:
Salary: Not exceeding ₹4.00 crores per annum.
Performance Bonus: Up to 3 times the annual salary per annum.
Perquisites: Medical, life, personal accident insurance, gratuity (capped at ₹20 lakhs), and other company rules-based perquisites. Aggregate cost of insurance ~₹95,000 p.a.
Annual Increment: The Board/NRC is authorized to approve annual increments not exceeding 12% p.a. of the salary.
Equity Instruments: Equity-based instruments granted are not part of perquisites or the overall remuneration limit.
Inadequate Profits: Approval is sought to pay the above remuneration even in years of inadequate profits or no profits, exceeding limits specified under Section 197 of the Companies Act, 2013.
Background: Mr. Sehgal was reappointed until Jan 10, 2028, at the 31st AGM (Aug 5, 2024). His current salary is ₹3.26 cr p.a. (effective Apr 1, 2026), and he received a performance bonus of ₹7.25 cr for FY26.

Financial Performance Context (FY26)

Consolidated Revenue: ₹4,649.65 crores
Consolidated Profit After Tax: ₹1,040.26 crores
Standalone Revenue: ₹1,204.31 crores
Standalone Profit After Tax: ₹567.23 crores
Client Assets: Exceeding ₹4.5 trillion
Return on Equity (RoE): 28.1%
Promoter Holding: PAGAC Ecstasy Pte. Limited holds 53.26% as of March 31, 2026.

Voting Instructions

Detailed instructions for remote e-voting for various types of members (individual demat, physical, non-individual, custodians) are provided, including login methods for NSDL and CDSL holders.