Motilal Oswal

POWERING
AHEAD
MOTILAL OSWAL FINANCIAL SERVICES LTD.

Motilal Oswal Tower, Rahimtullah Sayani Road, Opp. Parel ST Depot, Prabhadevi, Mumbai-400025
www.motilaloswalgroup.com ANNUAL REPORT 2019-20
CONTENTS
MDs’ MESSAGE 02
BOARD OF DIRECTORS 04
KEY PEOPLE 05
PERFORMANCE AT A GLANCE 06
BUSINESS SNAPSHOT 08
5 YEARS PERFORMANCE HIGHLIGHTS 10

POWERING AHEAD BOARD’S REPORT 13
These are challenging times for the economy,
business and humankind. With an Unknown &
Unknowable environment , times are tough
for business. But when the going gets tough; MANAGEMENT DISCUSSION & ANALYSIS 48
the tough get going. It’s what we at Motilal
Oswal Financial Services believe in. With a
strong balance sheet, a passionate team and a REPORT ON CORPORATE GOVERNANCE 57
positive, enterprising attitude; we hope to sail
over any hurdles that come our way. After all,
“Tough times don’t last; tough people do”. BUSINESS RESPONSIBILITY REPORT 77
FINANCIAL STATEMENTS 85
04
CONTENTS
MDs’ MESSAGE 02
BOARD OF DIRECTORS 04
KEY PEOPLE 05
PERFORMANCE AT A GLANCE 06
BUSINESS SNAPSHOT 08
5 YEARS PERFORMANCE HIGHLIGHTS 10

POWERING AHEAD BOARD’S REPORT 13
These are challenging times for the economy,
business and humankind. With an Unknown &
Unknowable environment , times are tough
for business. But when the going gets tough; MANAGEMENT DISCUSSION & ANALYSIS 48
the tough get going. It’s what we at Motilal
Oswal Financial Services believe in. With a
strong balance sheet, a passionate team and a REPORT ON CORPORATE GOVERNANCE 57
positive, enterprising attitude; we hope to sail
over any hurdles that come our way. After all,
“Tough times don’t last; tough people do”. BUSINESS RESPONSIBILITY REPORT 77
FINANCIAL STATEMENTS 85
04
MDs ’ MESSAGE
Dear Shareholders,
continue to engage on a wide cross-section of mandated transactions across capital markets and
The nature of FY2020 remained volatile and challenging advisory. As the markets recover, we expect a number of these transactions to conclude
for the overall markets with various macro-level successfully.
headwinds like weak auto sales, muted growth in
personal and consumer loans and sluggish rural demand. On our Housing Finance business, our efforts were concentrated in building a newer version of
Adding to these woes was the default of a major housing business with alignment of processes remaining the utmost priority. Our senior management
finance company, escalation in US-China trade tensions team with all functional heads (Risk, Credit, Technical, Legal, Collections) is now in place. We have
and fall in oil prices. Even then, equity markets enjoyed a verticalised the organizational structure with independent sales, credit, collection and legal
bull run for most part of the year with the Sensex and teams. There was a significant reduction in NPAs in FY20 post sell of NPA book to ARC. After
Nifty touching an all-time high in January. But with the implementing several changes in Aspire along with parent support, it has now culturally aligned
origination and spread of coronavirus and significant with MOFSL group. Hence, we have changed the name of “Aspire Home finance” to “Motilal Oswal
lockdown imposed by the government, economic activity Home Finance” which will yield multiple benefits. Going forward, our focus will continue to make
was severely disrupted. India’s growth engines (private our Housing Finance business a turn-around story.
Mr. Motilal Oswal consumption, private investment and exports) slowed In our fund based businesses (comprising of sponsor commitments to quoted equity and private
Managing Director & down significantly due to tightening credit and poor equity funds), most of the gains are still unrealized and yet to be booked in our reported P/L. As per
Chief Executive Officer customer sentiment. Despite such challenges during the IND-AS, these gains are a part of our reported earnings. Our QGLP philosophy, niche expertise in
year, our company withstood the volatility and continued equities, proven track record and belief in ‘skin in the game’, augurs well for our fund based
to march towards achieving linearity in the business. We continue to remain optimistic on the business.
growth potential of all our business verticals given the robust fundamental structure and revival in
macro-conditions. Our consolidated revenues for FY2020 stood at ` 2,411 crores and consolidated Some of the key highlights of FY2020 include 9% growth in PAT of Asset Management business, 4%
operating PAT for FY20 was at ` 398 cr, +56% YoY. Operating PAT is excluding MTM on fund based growth in PAT of Broking business, profit of ` 39 crore for Home Finance business in FY20, Index
investments. FY20 reported profit was lower at ` 183 cr on account of MTM loss on fund based Funds launch in AMC. We have maintained dividend payout policy with dividend payout ratio of
investments. Our RoE, excluding other comprehensive income, stands lower on YoY basis at 6.6%. 39%. Company has also initiated Buyback of equity shares upto ` 1.5 bn (excluding tax).
Going forward, our focus on knowledge, talent, processes, technology, brand & culture and inter- Our strategy to diversify our business model towards linear sources of earnings has showed
segment synergies will pave the road for achieving milestones across all business verticals. results with bulk of the revenue pie now coming from new businesses. Asset & Wealth businesses
Despite regulatory changes on fees and AUM de-growth driven by market correction during the are now the largest contributor to profits and ahead of the Capital market businesses. Going
year, PAT of our Asset Management business grew 9% YoY. Our AMC AUM which includes MFs, forward, with expectations of profits from our efforts in Housing Finance and scalability of other
PMS and AIFs stood at ` 29,691 crores at the end of FY2020. We firmly believe in our QGLP businesses, we remain excited for the future prospects of the company.
(Quality, Growth, Longevity and Price) philosophy which has rewarded us over the years in terms Although, International Monetary Fund slashed its FY21 growth projection for India to 1.9% (from
of performance and will continue to follow and improvise it. Our AMC business has always been 5.8% projected in January), India stands to benefit in this uncertain environment. Many global
the promoter of trail based model and hence the ban on upfront fee structure has been in our MNCs are likely to consider diversifying their manufacturing operations from China to India given
favour. Slab wise Total Expense Ratio (TER) changes has triggered higher redemption in 1st quarter the low corporate tax rate, skilled population, relatively low wages and a large domestic market.
of the year resulting in negative net flows for the quarter. However, improvement in performance Also, the growing demand for affordable housing industry stands positive for our business.
of most of the schemes and effort of right communication to customers resulted in positive net Sustenance of macros at reasonable levels augurs well for our business and industry as a whole. As
flows for the remaining quarters. The impact of TER change has been shared with distributors in these macro trends open up opportunities, our experience and emphasis on ‘knowledge first’ give
same proportion of commission sharing, so net impact to us is lower. During the year PE busienss us the ability to capture these growth prospects.
AUM has witnessed growth of 3% YoY to reach ` 6,530 crore led by successful fund raising of IREF-4
fund. We did not record any carry income during the year. Our Wealth Management business got
impacted on account of lower net sales during the year led by challenging market conditions and
With best wishes,
adverse regulatory measures. Because of this, our AUM declined to ` 15,624 crores. But we have
been successful in adding new families. With the improvement in the vintage of RMs, the
profitability of our Wealth Management business is poised for further traction.
On the Capital Markets front, the suppressed sentiments and dip in FII flows had an impact on
Sincerely,
primary and secondary markets. Despite such headwinds, we were successful in adding around
2.5 lakh clients taking the total Retail client base to ~14.5 lakh. Our distribution AUM has reached Motilal Oswal
above ` 9,034 crore and has huge head-room for growth as the client penetration stands at ~16% Managing Director & Chief Executive Officer
of our retail client base. In Institution Equities business, our rankings and clientele continued to Motilal Oswal Financial Services Ltd.
remain robust. The Investment Banking business during the year remained under pressure as
primary market activities almost dried up as companies put their capital raising plans on hold. We
02
04 03
MDs ’ MESSAGE
Dear Shareholders,
continue to engage on a wide cross-section of mandated transactions across capital markets and
The nature of FY2020 remained volatile and challenging advisory. As the markets recover, we expect a number of these transactions to conclude
for the overall markets with various macro-level successfully.
headwinds like weak auto sales, muted growth in
personal and consumer loans and sluggish rural demand. On our Housing Finance business, our efforts were concentrated in building a newer version of
Adding to these woes was the default of a major housing business with alignment of processes remaining the utmost priority. Our senior management
finance company, escalation in US-China trade tensions team with all functional heads (Risk, Credit, Technical, Legal, Collections) is now in place. We have
and fall in oil prices. Even then, equity markets enjoyed a verticalised the organizational structure with independent sales, credit, collection and legal
bull run for most part of the year with the Sensex and teams. There was a significant reduction in NPAs in FY20 post sell of NPA book to ARC. After
Nifty touching an all-time high in January. But with the implementing several changes in Aspire along with parent support, it has now culturally aligned
origination and spread of coronavirus and significant with MOFSL group. Hence, we have changed the name of “Aspire Home finance” to “Motilal Oswal
lockdown imposed by the government, economic activity Home Finance” which will yield multiple benefits. Going forward, our focus will continue to make
was severely disrupted. India’s growth engines (private our Housing Finance business a turn-around story.
Mr. Motilal Oswal consumption, private investment and exports) slowed In our fund based businesses (comprising of sponsor commitments to quoted equity and private
Managing Director & down significantly due to tightening credit and poor equity funds), most of the gains are still unrealized and yet to be booked in our reported P/L. As per
Chief Executive Officer customer sentiment. Despite such challenges during the IND-AS, these gains are a part of our reported earnings. Our QGLP philosophy, niche expertise in
year, our company withstood the volatility and continued equities, proven track record and belief in ‘skin in the game’, augurs well for our fund based
to march towards achieving linearity in the business. We continue to remain optimistic on the business.
growth potential of all our business verticals given the robust fundamental structure and revival in
macro-conditions. Our consolidated revenues for FY2020 stood at ` 2,411 crores and consolidated Some of the key highlights of FY2020 include 9% growth in PAT of Asset Management business, 4%
operating PAT for FY20 was at ` 398 cr, +56% YoY. Operating PAT is excluding MTM on fund based growth in PAT of Broking business, profit of ` 39 crore for Home Finance business in FY20, Index
investments. FY20 reported profit was lower at ` 183 cr on account of MTM loss on fund based Funds launch in AMC. We have maintained dividend payout policy with dividend payout ratio of
investments. Our RoE, excluding other comprehensive income, stands lower on YoY basis at 6.6%. 39%. Company has also initiated Buyback of equity shares upto ` 1.5 bn (excluding tax).
Going forward, our focus on knowledge, talent, processes, technology, brand & culture and inter- Our strategy to diversify our business model towards linear sources of earnings has showed
segment synergies will pave the road for achieving milestones across all business verticals. results with bulk of the revenue pie now coming from new businesses. Asset & Wealth businesses
Despite regulatory changes on fees and AUM de-growth driven by market correction during the are now the largest contributor to profits and ahead of the Capital market businesses. Going
year, PAT of our Asset Management business grew 9% YoY. Our AMC AUM which includes MFs, forward, with expectations of profits from our efforts in Housing Finance and scalability of other
PMS and AIFs stood at ` 29,691 crores at the end of FY2020. We firmly believe in our QGLP businesses, we remain excited for the future prospects of the company.
(Quality, Growth, Longevity and Price) philosophy which has rewarded us over the years in terms Although, International Monetary Fund slashed its FY21 growth projection for India to 1.9% (from
of performance and will continue to follow and improvise it. Our AMC business has always been 5.8% projected in January), India stands to benefit in this uncertain environment. Many global
the promoter of trail based model and hence the ban on upfront fee structure has been in our MNCs are likely to consider diversifying their manufacturing operations from China to India given
favour. Slab wise Total Expense Ratio (TER) changes has triggered higher redemption in 1st quarter the low corporate tax rate, skilled population, relatively low wages and a large domestic market.
of the year resulting in negative net flows for the quarter. However, improvement in performance Also, the growing demand for affordable housing industry stands positive for our business.
of most of the schemes and effort of right communication to customers resulted in positive net Sustenance of macros at reasonable levels augurs well for our business and industry as a whole. As
flows for the remaining quarters. The impact of TER change has been shared with distributors in these macro trends open up opportunities, our experience and emphasis on ‘knowledge first’ give
same proportion of commission sharing, so net impact to us is lower. During the year PE busienss us the ability to capture these growth prospects.
AUM has witnessed growth of 3% YoY to reach ` 6,530 crore led by successful fund raising of IREF-4
fund. We did not record any carry income during the year. Our Wealth Management business got
impacted on account of lower net sales during the year led by challenging market conditions and
With best wishes,
adverse regulatory measures. Because of this, our AUM declined to ` 15,624 crores. But we have
been successful in adding new families. With the improvement in the vintage of RMs, the
profitability of our Wealth Management business is poised for further traction.
On the Capital Markets front, the suppressed sentiments and dip in FII flows had an impact on
Sincerely,
primary and secondary markets. Despite such headwinds, we were successful in adding around
2.5 lakh clients taking the total Retail client base to ~14.5 lakh. Our distribution AUM has reached Motilal Oswal
above ` 9,034 crore and has huge head-room for growth as the client penetration stands at ~16% Managing Director & Chief Executive Officer
of our retail client base. In Institution Equities business, our rankings and clientele continued to Motilal Oswal Financial Services Ltd.
remain robust. The Investment Banking business during the year remained under pressure as
primary market activities almost dried up as companies put their capital raising plans on hold. We
02
04 03
BOARD OF DIRECTORS KEY PEOPLE
Capital Market
Businesses
RAAMDEO AGRAWAL MOTILAL OSWAL NAVIN AGARWAL AJAY KUMAR MENON ABHIJIT TARE
Non-Executive Chairman Managing Director & Managing Director CEO, Broking & Distribution Business,
Chief Executive Officer Whole-time Director, MOFSL
Asset & Wealth

Management
Businesses
VIVEK PARANJPE PRAVEEN TRIPATHI SHARDA AGARWAL REKHA SHAH AASHISH SOMAIYAA VIRENDRA SOMWANSHI
Independent Director Independent Director Independent Director Independent Director Managing Director & CEO,
Asset Management Business
Kailash Purohit
Company Secretary and Compliance Officer
Statutory Auditors
M/s Walker Chandiok & Co. LLP, Chartered Accountants
Housing Finance
Business
Internal Auditors
M/s. Aneja Associates
VIJAY KUMAR GOEL
Registrar and Share Transfer Agent CEO
Link Intime India Private Limited.
C - 101, 247 Park, L.B.S. Marg, Vikroli (West), Mumbai - 400083
E-mail: [email protected]
Registered Office
Motilal Oswal Financial Services Limited (MOFSL)
Regd. Office: Motilal Oswal Tower, Rahimtullah Sayani Road, Opp. Parel ST Depot,
Prabhadevi, Mumbai – 400025.
CIN: L67190MH2005PLC153397
Website: www.motilaloswalgroup.com RAMNIK CHHABRA SUDHIR DHAR PANKAJ PUROHIT
Board: +91 22 7193 4200 / 7193 4263 Group Head, Marketing Group Head, Human Resource Group Head,
& Administration Information Technology
Fax: +91 22 5036 2365
Email: [email protected] Business
Enablers
SHALIBHADRA SHAH
Chief Financial Officer
04 05
BOARD OF DIRECTORS KEY PEOPLE
Capital Market
Businesses
RAAMDEO AGRAWAL MOTILAL OSWAL NAVIN AGARWAL AJAY KUMAR MENON ABHIJIT TARE
Non-Executive Chairman Managing Director & Managing Director CEO, Broking & Distribution Business,
Chief Executive Officer Whole-time Director, MOFSL
Asset & Wealth

Management
Businesses
VIVEK PARANJPE PRAVEEN TRIPATHI SHARDA AGARWAL REKHA SHAH AASHISH SOMAIYAA VIRENDRA SOMWANSHI
Independent Director Independent Director Independent Director Independent Director Managing Director & CEO,
Asset Management Business
Kailash Purohit
Company Secretary and Compliance Officer
Statutory Auditors
M/s Walker Chandiok & Co. LLP, Chartered Accountants
Housing Finance
Business
Internal Auditors
M/s. Aneja Associates
VIJAY KUMAR GOEL
Registrar and Share Transfer Agent CEO
Link Intime India Private Limited.
C - 101, 247 Park, L.B.S. Marg, Vikroli (West), Mumbai - 400083
Registered Office
Motilal Oswal Financial Services Limited (MOFSL)
Regd. Office: Motilal Oswal Tower, Rahimtullah Sayani Road, Opp. Parel ST Depot,
Prabhadevi, Mumbai – 400025.
CIN: L67190MH2005PLC153397
Website: www.motilaloswalgroup.com RAMNIK CHHABRA SUDHIR DHAR PANKAJ PUROHIT
Board: +91 22 7193 4200 / 7193 4263 Group Head, Marketing Group Head, Human Resource Group Head,
& Administration Information Technology
Fax: +91 22 5036 2365
Email: [email protected] Business
Enablers
SHALIBHADRA SHAH
Chief Financial Officer
04 05
PERFORMANCE AT A GLANCE
Consolidated Revenue (` Crore); & 5-Year CAGR Dividend & Earning Per Share
CAGR: 26% 43
2,569 2,456 25
2,411
20 12
1,924
10 12
1,081 3.0 3.5 5.5 8.5 8.5 4.0

773
FY15 FY16 FY17 FY18 FY19 FY20
DPS (`) EPS (`)
Note: Revenues for FY18, FY19 & FY20 are excluding MTM on fund based investments.
Revenue Composition % Net Worth (` Crore)
10% 6% 9% 2% 29%
14% 22%
3% 24%
20% 30% 23% 22%
20%
30% 30%
24% 27%
26% 12% 12% 11%
62% 7%
45% 42% 44% 48%
38%
1,295 1,437 1,786 2,886 3,053 3,086
FY15 FY16 FY17 FY18 FY19 FY20 FY15 FY16 FY17 FY18 FY19 FY20
Capital Market Asset & Wealth Mgt Housing Finance Fund based Networth ROE
Assets Under Management Advice (` Crore)

PAT Trend (` Crore)
131,299
123,244
6,370
CAGR: 22% 4,694 107,632
448 35,640 38,893 6,530
82,832
3,073 29,691
398 14,713 17,464
360 20,303 7,506
47,074 9,572 15,624
36,656 10,100 9,034
256 2,796 4,393
2,158 10,478
169 6,098 6,443 60,691 59,000
145 4,235 44,963 46,754
22,709 25,579
DP Distribution Wealth AMC PE
06 Note: PAT numbers are post minority. PAT for FY18, FY19 & FY20 are excluding MTM on fund based investments.
07
PERFORMANCE AT A GLANCE
Consolidated Revenue (` Crore); & 5-Year CAGR Dividend & Earning Per Share
CAGR: 26% 43
2,569 2,456 25
2,411
20 12
1,924
10 12
1,081 3.0 3.5 5.5 8.5 8.5 4.0

773
DPS (`) EPS (`)
Note: Revenues for FY18, FY19 & FY20 are excluding MTM on fund based investments.
Revenue Composition % Net Worth (` Crore)
10% 6% 9% 2% 29%
14% 22%
3% 24%
20% 30% 23% 22%
20%
30% 30%
24% 27%
26% 12% 12% 11%
62% 7%
45% 42% 44% 48%
38%
1,295 1,437 1,786 2,886 3,053 3,086
FY15 FY16 FY17 FY18 FY19 FY20 FY15 FY16 FY17 FY18 FY19 FY20
Capital Market Asset & Wealth Mgt Housing Finance Fund based Networth ROE
Assets Under Management Advice (` Crore)

PAT Trend (` Crore)
131,299
123,244
6,370
CAGR: 22% 4,694 107,632
448 35,640 38,893 6,530
82,832
3,073 29,691
398 14,713 17,464
360 20,303 7,506
47,074 9,572 15,624
36,656 10,100 9,034
256 2,796 4,393
2,158 10,478
169 6,098 6,443 60,691 59,000
145 4,235 44,963 46,754
22,709 25,579
DP Distribution Wealth AMC PE
06 Note: PAT numbers are post minority. PAT for FY18, FY19 & FY20 are excluding MTM on fund based investments.
07
BUSINESS SNAPSHOT
Broking & Distribution Private Equity

Ÿ In FY20, the total retail client base stood at 14,48,935, with a CAGR of 16% from FY16-20 Ÿ PE and RE AUM stood at ` 6,530 crores, +3% YoY across three growth capital funds, and four
Ÿ The client acquisitions stood at ~2,42,000 in FY20, registering a YoY growth of 72% real estate funds
Ÿ Our financial product distribution AUM stood at ` 9,034 crores as of Mar 2020, with only 16% of Ÿ Growth capital funds have been successful in gaining investors’ confidence with stellar returns
total client base tapped over the years. IBEF I have delivered a portfolio XIRR of ~27%
Ÿ Online volumes contribute ~57% of the total retail volumes traded Ÿ IBEF III stands fully raised at ~` 23 bn and already deployed ~` 9.8 bn across 6 investments, and
the fund is extensively evaluating opportunities across its preferred sectors
Ÿ Research and advisory continue to be the strong base of broking services
th
Ÿ IREF II and III fully deployed, generating 21%+ IRR on exited investments
Ÿ MOFSL gets inducted in the HALL OF FAME at the 10 Financial Advisor Awards
Ÿ IREF IV achieved its final close in February 2020 at ` 11.48 billion. The fund has deployed ` 530
crores across 9 investments
Institutional Equities
Ÿ Ranked #1 in Overall Sales, Sales Trading & Corporate Access and #2 in Best Local Brokerage awards Wealth Management
category at Asia Money Brokers Poll 2019
Ÿ Our wealth AUM stood at ` 15,624 crores as of Mar 2020
Ÿ Focus driven differentiated research products with 250+ companies covering 21 sectors
Ÿ The client acquisition saw an encouraging growth with the number of families under our
Ÿ Continued to acquire new empanelment and maintained it with +700 institutions business, increasing 13% YoY to 4,186
Ÿ Continued our successful trend in conducting ‘AGIC’ which saw the participation of around 1000 Ÿ Our trail revenues, which account for 70% of total revenues, now cover 80% of fixed costs
investors
st
Ÿ Investments in strong RM addition suppressed reported profitability
Ÿ Conducted our 1 Annual Midcap Conference in 2019
st
Ÿ New MD & CEO has joined us with over 20+ years of experience in Wealth Management
Ÿ Launched our 1 edition of the virtual conference in 2020 Industry
Investment Banking Housing Finance

Ÿ FY2020 has been a year under pressure, the primary reason being volatile market sentiments, Ÿ Normalcy restored in profitability in FY20. We have reported a profit of ~` 39 cr in FY20. We
which led many companies to put their capital-raising plans on hold have quarterly exit PPOP/ PBT run rate at ` 40 cr / ` 28 cr, respectively
Ÿ Continue to have rich pipeline, and are constantly engaging on a wide cross-section of mandated Ÿ Name changed from Aspire Home Finance to ‘Motilal Oswal Home Finance’ with effect from
transactions across capital markets and advisory th
28 May, 2019. This name change has yielded multiple benefits
Ÿ Received rating upgrade from CRISIL to AA-/ Stable in May 2019
Asset Management Ÿ New book performance continues to remain encouraging with only 3 cases are in NPAs out of
Ÿ Registered highest ever profit of ` 160 cr in FY20, a growth of 9% YoY ~5000 cases disbursed i.e., 0.1% NPAs
Ÿ AMC AUM stood at ` 29,691 crores as of Mar 2020. AUM was down mainly due to market Ÿ Asset quality has improved significantly with GNPAs at 1.8% and NNPA at 1.36% in FY20.
correction. AAUM stood at ` 36,774 in FY20 Ÿ Limited borrowing repayments for the next 1 year, strong undrawn borrowing lines, and ALM
Ÿ Mutual Fund AUM, PMS AUM, and AIF AUM stood at ` 15,980 crores, ` 11,628 crores, and ` 1,891 places us in a comfortable liquidity situation
crores respectively as of Mar 2020 Ÿ We have strong Liability Mobilizations from various Banks & Institutions at competitive rates
Ÿ Our rank in Equity AUM was 15, whereas we continued to remain the market leader in PMS and Strong support from the parent group Motilal Oswal Financial Services
industry Ÿ Strong Capital adequacy ratio of 47.6% with Tier I at 46% in FY20
Ÿ Our share of Alternate assets, comprising of PMS & AIF, is the highest among AMC’s at ~46%.
Ÿ Forayed into Passive Category with the launch of Index Funds
*All data as of Mar 2020
04
08 09
BUSINESS SNAPSHOT
Broking & Distribution Private Equity

Ÿ In FY20, the total retail client base stood at 14,48,935, with a CAGR of 16% from FY16-20 Ÿ PE and RE AUM stood at ` 6,530 crores, +3% YoY across three growth capital funds, and four
Ÿ The client acquisitions stood at ~2,42,000 in FY20, registering a YoY growth of 72% real estate funds
Ÿ Our financial product distribution AUM stood at ` 9,034 crores as of Mar 2020, with only 16% of Ÿ Growth capital funds have been successful in gaining investors’ confidence with stellar returns
total client base tapped over the years. IBEF I have delivered a portfolio XIRR of ~27%
Ÿ Online volumes contribute ~57% of the total retail volumes traded Ÿ IBEF III stands fully raised at ~` 23 bn and already deployed ~` 9.8 bn across 6 investments, and
the fund is extensively evaluating opportunities across its preferred sectors
Ÿ Research and advisory continue to be the strong base of broking services
th
Ÿ IREF II and III fully deployed, generating 21%+ IRR on exited investments
Ÿ MOFSL gets inducted in the HALL OF FAME at the 10 Financial Advisor Awards
Ÿ IREF IV achieved its final close in February 2020 at ` 11.48 billion. The fund has deployed ` 530
crores across 9 investments
Institutional Equities
Ÿ Ranked #1 in Overall Sales, Sales Trading & Corporate Access and #2 in Best Local Brokerage awards Wealth Management
category at Asia Money Brokers Poll 2019
Ÿ Our wealth AUM stood at ` 15,624 crores as of Mar 2020
Ÿ Focus driven differentiated research products with 250+ companies covering 21 sectors
Ÿ The client acquisition saw an encouraging growth with the number of families under our
Ÿ Continued to acquire new empanelment and maintained it with +700 institutions business, increasing 13% YoY to 4,186
Ÿ Continued our successful trend in conducting ‘AGIC’ which saw the participation of around 1000 Ÿ Our trail revenues, which account for 70% of total revenues, now cover 80% of fixed costs
investors
st
Ÿ Investments in strong RM addition suppressed reported profitability
Ÿ Conducted our 1 Annual Midcap Conference in 2019
st
Ÿ New MD & CEO has joined us with over 20+ years of experience in Wealth Management
Ÿ Launched our 1 edition of the virtual conference in 2020 Industry
Investment Banking Housing Finance

Ÿ FY2020 has been a year under pressure, the primary reason being volatile market sentiments, Ÿ Normalcy restored in profitability in FY20. We have reported a profit of ~` 39 cr in FY20. We
which led many companies to put their capital-raising plans on hold have quarterly exit PPOP/ PBT run rate at ` 40 cr / ` 28 cr, respectively
Ÿ Continue to have rich pipeline, and are constantly engaging on a wide cross-section of mandated Ÿ Name changed from Aspire Home Finance to ‘Motilal Oswal Home Finance’ with effect from
transactions across capital markets and advisory th
28 May, 2019. This name change has yielded multiple benefits
Ÿ Received rating upgrade from CRISIL to AA-/ Stable in May 2019
Asset Management Ÿ New book performance continues to remain encouraging with only 3 cases are in NPAs out of
Ÿ Registered highest ever profit of ` 160 cr in FY20, a growth of 9% YoY ~5000 cases disbursed i.e., 0.1% NPAs
Ÿ AMC AUM stood at ` 29,691 crores as of Mar 2020. AUM was down mainly due to market Ÿ Asset quality has improved significantly with GNPAs at 1.8% and NNPA at 1.36% in FY20.
correction. AAUM stood at ` 36,774 in FY20 Ÿ Limited borrowing repayments for the next 1 year, strong undrawn borrowing lines, and ALM
Ÿ Mutual Fund AUM, PMS AUM, and AIF AUM stood at ` 15,980 crores, ` 11,628 crores, and ` 1,891 places us in a comfortable liquidity situation
crores respectively as of Mar 2020 Ÿ We have strong Liability Mobilizations from various Banks & Institutions at competitive rates
Ÿ Our rank in Equity AUM was 15, whereas we continued to remain the market leader in PMS and Strong support from the parent group Motilal Oswal Financial Services
industry Ÿ Strong Capital adequacy ratio of 47.6% with Tier I at 46% in FY20
Ÿ Our share of Alternate assets, comprising of PMS & AIF, is the highest among AMC’s at ~46%.
Ÿ Forayed into Passive Category with the launch of Index Funds
*All data as of Mar 2020
04
08 09
5 YEARS PERFORMANCE HIGHLIGHTS
(` in Lacs; unless otherwise stated)
Year Ended March 31 2020 2019 2018 2017 2016

Total Operating Revenue (excluding fund based MTM) 241,056 245,573 256,867 173,830 102,978
Total Operating Expense 186,119 208,384 192,326 136,433 85,611
Profit before Exceptional Item and Tax 54,937 37,189 64,541 37,397 17,367
Exceptional Item Income/(Expenses) - - - -6,125 -
Operating Profit Before Tax 54,937 37,189 64,541 43,522 17,367
Tax Expenses (excluding tax on fund based MTM) 14,399 11,147 18,710 13,404 6,122
Operating Profit after Tax before OCI & Minority Interests 40,538 26,042 45,831 30,118 11,245
Minority Interests Profit 702 436 1,002 1,060 255
Operating Profit after Tax before OCI 39,836 25,606 44,829 29,058 10,990
Fund Based MTM after Tax -21,497 3,789 17,397 6,940 5,918
Profit after Tax before OCI 18,339 29,396 62,226 35,999 16,908
Other comprehensive income
Total comprehensive income after Minority Interests
-5,986
12,353
-289
29,106
11,121
73,347 35,999
-
16,908
-
Annual Report 2019-20
Paid up Equity Capital 1,481 1,457 1,451 1,445 1,422
Net Worth 308,630 305,344 288,590 178,603 143,651
Book Value Per Share 208.44 209.60 198.91 123.64 101.04
Basic Earnings per share (` 1 each) 12.47 20.21 43.00 25.14 11.94
Diluted Earnings per share (` 1 each) 12.20 19.67 42.32 24.79 11.74
(“MTM” denotes “Mark to Market” & “OCI” denotes “Other Comprehensive Income”)
04
10 11
Annual Report 2019-20
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Board’s Report
Dear Members,
The Directors of your Company have the pleasure in presenting the Fifteenth Board’s Report together with the Audited Financial
Statements for the financial year ended March 31, 2020.
Financial Results
The summary of the Company’s financial performance, both on a consolidated and standalone basis, for the Financial Year (“FY”) 2019-20
as compared to the previous FY2018-19 is given below:
(R in Lakhs)
Particulars Consolidated Standalone
2019-20 2018-19 2019-20 2018-19
Total Revenue 236,541 246,174 130,639 124,869
Profit before Interest, Depreciation, Taxation and exceptional items 81,937 91,870 35,318 51,579
Interest 49,447 51,685 12,924 10,428
Depreciation 3,971 2,395 2,984 1,801
Profit before taxation 28,519 37,790 19,410 39,350
Add/(Less) : Provision for Taxation
Current Tax 13,371 18,426 7,056 8,914
Deferred Tax (6,424) (9,100) (7,326) (1,927)
Less : Tax for earlier year(s) 32 (61) – –
Tax Expenses 6,979 9,265 (270) 6,987
Profit after Taxation from Continuing Operations 21,540 28,526 19,680 32,363
Loss from discontinuing operations before tax – – – (186)
Tax on discontinuing operations – – – 54
Loss from discontinuing operations after tax – – – 132
Share of Profit from Associates and Joint Ventures (net of taxes) (2,582) 1,306 – –
Profit for the Period 18,958 29,831 19,680 32,231
Add/Less: Other Comprehensive Income (OCI)
Acturial gain/(loss) 201 190 57 34
Fair value gain/(loss) of investment held through FVOCI (6,914) (470) (4,489) (737)
Tax on OCI 727 (10) 499 74
Total Comprehensive Income 12,972 29,541 15,747 31,603
Less: Total comprehensive income attributable to (618) (436) –
Non-controlling interests
Total comprehensive income attributable to Owners of parent 12,354 29,105 15,747 31,603
Add: Balance brought forward from previous year 2,17,715 2,05,063 185,181 167,001
Profit Available for appropriation 12,354 29,105 15,747 31,602
Less: Appropriations
Transfer to Statutory Reserve (782) (42) – –
Transfer to Capital redemption Reserve – (245) – –
Interim Dividend and Final Dividend (12,984) (12,505) (12,491) (12,374)
Dividend Distribution Tax (2,603) (2,733) (2) (1,048)
Expected Credit Loss Impairment reserve (62) – – –
Transfer to General Reserve 133 – – –
Transfer to Minority interest 1,148 (928) – –
Balance of Profit carried forward 2,14,919 2,17,715 188,435 185,181
MOTILAL OSWAL FINANCIAL SERVICES LIMITED 13

Board’s Report (Contd..)
FINANCIAL PERFORMANCE
Standalone
The standalone revenues in FY2019-20 stood at R 1,306 crores vs R 1,249 crores in FY2018-19. Total expenses (before interest
and depreciation) for the year came in at R 953 crores which increased by 30% over previous year. People cost increased 12% to
R 312 crores. Operating expenses increased by 5% to R 333 crores. Other costs were R 150 crores, an increase of 11% over previous
year. The profit before depreciation, interest, exceptional items and taxation (EBITDA) stood at R 353 crores. Reported net profit for
the year came in at R 197 crores.
Consolidated
The consolidated revenues during the year under review were R 2,365 crores, a decrease of 4% as compared to the previous year.
Broking and related income grew 8% YoY to R 1,225 crores. The average daily traded volumes (ADTO) for the equity markets during
FY2019-20 stood at R 14.44 lakh crores, up 45% YoY from R 9.93 lakh crores in FY2018-19. The overall Cash market ADTO reported
growth of 11% YoY at R 39,068 crores in FY2019-20. Delivery saw growth of 3% YoY to R 9,140 crores v/s 8% de-growth in FY2018-19.
Within derivatives, future volumes increased 0.4% YoY to R 87,950 crores while options rose 51% to R 13.17 lakh crores. Amongst
cash market participants, retail constitutes 52% of total cash volume, institution constitutes 25% of total cash volume and prop
constitutes 23%. The proportion of DII in the cash market was 10.1%. The increase in demat accounts during the year stood at 13%
with total number of accounts as on March, 2020 at 4.08 crores. The revival in market sentiments is expected to give push to the
primary market activities and overall volumes.
– The company had more than 14,48,935 retail broking and distribution clients growing at a CAGR of 16% from FY2019-20. Client
acquisition stood at ~2,42,000 during the year, +72% YoY.
– The distribution revenues contribute 15% / 9.3% of the gross / net total income respectively with continual traction in distribution
business. Our financial product distribution AUM was R 9,034 crores as of March, 2020, with net sales of R 924 crores in FY2020.
– Investment banking fee saw a decline over the previous year, to R 12 crores. The overall market volatility caused due to various
issues like economic slowdown, global trade war and the COVID-19 pandemic kept the IPO & QIP transactions muted during
the year. The pipeline remains robust and is likely to fructify once the pandemic ends.
– Asset management income declined by 4% YoY to R 556 crores, as compared to last year. Total assets under management / advice
across mutual funds, PMS and private equity businesses was R 29,691 crores, down 24% YoY. Within this, the mutual fund AUM
was down 20% YoY to R 15,981 crores, PMS AUM was down 27% YoY to R 11,628 crores and AIF AUM was R 1,891 crores. The
company entered into the arena of passive investing and launched six index funds this year.
– The private equity income excluding the share of lumpy profits on investment exits stood at R 107 crores. The income from
wealth management business stood at R 100.7 crores. The wealth management AUM continued to attract assets with closing
AUM for FY2020 at R 15,624 crores.
– Housing finance related gross income of R 233 crores. The focus was more on improving the asset quality and risk management.
HFC loan book was R 3,667 crores, as of March, 2020
In line with the long term strategy to grow RoE sustainably, Motilal Oswal Financial Services Limited (MOFSL) had made strategic
allocation of capital to long term RoE enhancing opportunities like Motilal Oswal Home Finance Limited, and sponsor commitments to
our mutual fund and private equity funds. As of March, 2020, our total quoted equity investments stood at R 1,220 crores. Unrealized
gain on all investments was ~R 172 crores.
Total expenses (before interest and depreciation) for the year at R 1,546 crores registered a marginal increase of 0.2% over previous
year. Profit before depreciation, interest, exceptional items and taxation (EBITDA) stood at R 819 crores, a decline of 11% from the
previous year. Profit for the year (post minority interest) declined by 26% to R 209 crores.
The detailed results of operations of the Company are given in the Management Discussion & Analysis forming part of this Report.
FUTURE OUTLOOK
Our strategy to diversify our business model towards more annuity sources of earnings is showing definite results. The annuity
nature of earnings in the new businesses like asset based businesses and housing finance business has brought in visibility of our
earnings. Our businesses have stood strong in the volatile year of FY2020 while maintaining operating parameters. Our brand is now
being recognized across each of our businesses. The opportunity size in all our business segments is still huge, and our businesses
are well placed to benefit from the growth potential they offer.
14 ANNUAL REPORT 2019-20

CONSOLIDATED FINANCIAL STATEMENT

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 issued thereunder (as amended from time to
time), the Consolidated Financial Statement of the Company for the FY2019-20 have been prepared in compliance with applicable
Indian Accounting Standards and on the basis of Audited Financial Statement of the Company and its subsidiaries, as approved by
the respective Board of Directors.
The Consolidated Financial Statement together with the Auditors’ Report forms part of this Annual Report.
COVID-19 – MOFSL POWERING AHEAD

The COVID-19 pandemic continues to spread rapidly across the globe including India. The COVID-19 outbreak was declared a global
pandemic by the World Health Organization and has caused social and economic disruption. As the human toll mounts, so does
the capital markets damage.
The Indian government had announced nationwide lockdown in India. In this nation-wide lock-down period, though all the services
across the nation were suspended (except the specified essential services), some establishments including securities market
intermediaries could operate and were exempted from the lock-down. Accordingly, your Company continued its operations through
minimal staff working at office premises and rest all working from home.
Your Company adopted several measures to fight against COVID-19 and to ensure business continuity across its offices and branches.
Some of the measures taken by the Company are as follows:
– Contribution of R 5 crores at Group level to Prime Minister’s Relief Fund and R 1 crore to Maharashtra Chief Minister’s Relief
Fund
– Payment of Bonus to reward the efforts put in by employees in FY2019-20 and Salaries were credited in advance for the month
of April, 2020
– Implementation of various Operational Plans for Business Continuity and Associate Safety
– ‘Work from Home’ facility for employees was provided 1 week in advance before announcement of lockdown without
compromising any commitments
– IT infrastructure support was rolled out overnight to help our employees shift to this new work paradigm
– Necessary Food & Stay Arrangements at Office for Business Critical Employees (BCEs) i.e. employees working from Office
Premises
– Providing Appreciation Certificate(s) to BCEs
– Conducting temperature checks of all employees / staffs / visitors at entry of all offices / branches
– Various online contest / challenges were conducted to keep employees engaged, motivated and connected by allowing them
to showcase their other skills / talents.
– Motivational mails sent by CEO / HR head and awareness mails circulated by HR team.
– Conducting Virtual Meetings
– Following of social distancing norms i.e. minimum 6 ft distance to be followed
– No entry in Offices / Branches for external visitors
– Provision of hand sanitizers and N95 masks, compulsory hand sanitization for all individuals at frequent intervals and daily
periodic sanitization of offices, work-area etc.
– HR team personally ensuring the well-being of employees through calls
Your Company strongly believes that when the going gets tough; the tough get going. With a strong balance sheet, a passionate team
and a positive, enterprising attitude; we hope to sail over any hurdle that come our way. Tough times don’t last; tough people do.
INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

The Information on the state of affairs of the Company has been given as part of Management Discussion & Analysis Report forming
part of Annual Report of the Company.
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 of the Company and the date of this Report.

DIVIDEND
The Board of Directors of the Company has approved the Dividend Distribution Policy (“Policy”) in line with the
requirements of the Listing Regulations. The Board of Directors at its Meeting held on March 21, 2020 has amended the
policy thereby changing the circumstances under which shareholders may not expect dividend and financial parameters mentioned
in the Policy. The Policy is appended as “Annexure 1” to the Board’s Report and is also been uploaded on the Company’s website at
https://www.motilaloswalgroup.com/Downloads/IR/206776066708.-Dividend-Distribution-Policy.pdf
The Board of Directors of the Company at its meeting held on January 22, 2020, had declared and paid an Interim Dividend of R 4.00/-
per Equity Share for the FY2019-20, out of the profits of the Company for the third quarter and nine months ended December 31, 2019,
on 14,79,98,193 Equity Shares of face value of R 1/- each, aggregating to R 59,19,92,772/-.
CREDIT RATING
During the year under review, ICRA Limited reaffirmed the long term credit rating of [ICRA] AA” Rating with a stable outlook to the
Non-Convertible Debentures (“NCDs”) Programme of R 350 crores of the Company.
CRISIL Limited reaffirmed the Credit Rating of “CRISIL A1+” and India Rating & Research Private Limited has also reaffirmed the
Credit Rating of “IND A1+” to the Commercial Programme of R 1,300 Crores of the Company. Accordingly, there was no revision
in the credit ratings during the year under review. The ratings indicate a very strong degree of safety regarding timely servicing of
financial obligations.
Further, CRISIL has upgraded credit rating to AA- with a stable outlook from earlier A+ (stable) for Long Tem Borrowings Programme
of Motilal Oswal Home Finance Limited, material subsidiary of the Company.
Further, during the year under review, the Company does not have any fixed deposit programme or any scheme or proposal involving
mobilization of funds in India or abroad during the year under review.
SHARE CAPITAL
During the year under review, the Company has allotted 10,55,432 Equity Shares under various Employee Stock Option Schemes of the
Company. Further, the Company has allotted 13,30,928 equity shares under preferential allotment for consideration other than cash.
Pursuant to the allotment of the Equity Shares, the paid up Equity Share Capital of the Company as on March 31, 2020 is
R 14,80,66,718/- (Rupees Fourteen Crores Eighty Lakhs Sixty Six Thousand Seven Hundred and Eighteen only).
The Authorised Share Capital of the Company as on March 31, 2020 is R 149,00,00,000/- divided into 92,50,00,000 Equity Shares of
R 1/- each and 56,50,000 Preference Shares of R 100/- each.
BUY-BACK OF EQUITY SHARES

The Board of Directors at its Meeting held on March 21, 2020 approved the proposal of Buy-back of equity shares of the Company
from the open market through the stock exchanges for a total amount not exceeding R 150,00,00,000/- at a price not exceeding
R 650/- per equity share. The Buy-back period commenced on April 01, 2020.
DEBENTURES
1,500 NCDs of R 10 Lakhs each aggregating to R 150 Crores issued by the Company are outstanding as on March 31, 2020.
The details of the Debenture Trustee of the Company is as under:
Vistra ITCL (India) Limited
IL & FS Financial Centre,
Plot No C22, G Block, 7th Floor, Bandra Kurla Complex,
Bandra – East, Mumbai - 400051
Direct: +91 22 6593662, Website: www.vistraitcl.com
EMPLOYEE STOCK OPTION SCHEMES

The disclosures required to be made under the SEBI (Share Based Employee Benefits) Regulations, 2014 (“SBEB Regulations”) (as
amended from time to time), are available on the website of the Company at www.motilaloswalgroup.com.
Further, the Company confirms that all the Employee Stock Options Schemes of the Company are falling under direct route and
not Trust route and accordingly the provisions related to Trust route as specified in the SBEB Regulations are not applicable to the
aforesaid schemes of the Company. Further, all the permanent employees (except the persons as mentioned in the regulations) of the
Company, its holding company and its subsidiary companies are entitled to participate in said schemes of the Company. Further, the

Company confirms that the Company has not granted employee stock options equal to or exceeding one percent of the issued capital
of the Company at the time of grant of stock options to any employees of the Company / Holding Company / Subsidiary Company.
The certificate from the Statutory Auditors, confirming compliance with the aforesaid provisions is available on the website of the
Company at www.motilaloswalgroup.com
The Employee Stock Option Schemes are administered by the Nomination and Remuneration Committee of the Board of the Company,
in accordance with the applicable SBEB Regulations.
SUBSIDIARY COMPANIES
The Company along with its subsidiaries, offers a diversified range of financial products and services such as Loan against Securities,
Investment Activities, Private Wealth Management, Broking and Distribution, Asset Management, Housing Finance, Institutional
Equities, Private Equity and Investment Banking.
Further, the Company has incorporated wholly owned subsidiary namely Glide Tech Investment Advisory Private Limited (“GTIAPL”)
at Mumbai on November 25, 2019 to provide registered investment advisory services through IT enabled platform.
As of March 31, 2020, the Company had 19 subsidiaries (including step down subsidiaries). The details of these subsidiaries are set
out in form MGT-9 forming part of the Annual Report. There are no associate companies or joint venture within the meaning of
Section 2(6) of the Act as on March 31, 2020.
Further, pursuant to the provisions of Section 136(1) of the Act, the financial statement for the period ended March 31, 2020 of
each subsidiary of the Company is available on the website of the company at www.motilaloswalgroup.com.
MATERIAL SUBSIDIARIES
As required under Regulations 16(1)(c) and 46 of the Listing Regulations, the Board of Directors has approved the Policy
on Determination of Material Subsidiaries (“Policy”). The said policy is available on the website of the Company at
https://www.motilaloswalgroup.com/Downloads/IR/212618793Policy-on-Determination-of-Material-Subsidiaries.pdf. Accordingly,
Motilal Oswal Home Finance Limited (“MOHFL”), Motilal Oswal Asset Management Company Limited (“MOAMC”) and Motilal Oswal
Finvest Limited (“MOFL”) are material subsidiaries of the Company.
INVESTMENT IN SUBSIDIARIES
During the year under review, the Company paid the initial subscription money of R 1,00,00,000/- comprising of 10,00,000 equity
shares of R 10/- each towards incorporation of GTIAPL and R 2,40,00,000/- comprising of 24,00,000 equity shares of R 10/- each
towards incorporation of Motilal Oswal Finsec IFSC Limited and acquired 1,98,83,877 equity shares of R 10/- each of MOFL, wholly
owned subsidiary of the Company.
Further, the Company acquired 1,79,63,624 equity shares of R 1/- each of MOAMC, 13,200 equity shares of R 1/- each of Motilal
Oswal Wealth Management Limited (“MOWML”) and 1,274 equity shares of R 10/- each of MOPE Investment Advisors Private
Limited (“MOPE”), subsidiaries of the Company, from employees of MOAMC / MOWML / MOPE respectively in exchange of allotment
of equity shares of the Company on preferential basis i.e. for consideration other than cash, to said employees in accordance with
swap arrangement entered by the Company with employees and respective aforesaid subsidiary companies.
PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES

As required under Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on the highlights of performance of
subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company has been
appended as “Annexure 2” to the Board’s Report. Pursuant to the provisions of Section 129(3) of the Act, a statement containing
salient features of financial statement of subsidiaries in Form AOC-1 is annexed to the Consolidated Financial Statement in the
Annual Report. In accordance with provisions of Section 136 of Act, the separate audited financial statement in respect of each of
the subsidiary company is also available on the website of your Company at www.motilaloswalgroup.com. These documents will
also be available for inspection in electronic mode.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposits from the public.
BOARD OF DIRECTORS
The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and
Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors.

The Company has 8 (Eight) Directors comprising of 1 (One) Non-Executive Chairman, 1 (One) Managing Director & Chief Executive
Officer, 1 (One) Managing Director, 1 (One) Whole-time Director and 4 (Four) Independent Directors. The complete list of Directors
of the Company has been provided in the Report on Corporate Governance forming part of this Report.
During the year under review, the Board of Directors at its Meeting held on July 31, 2019 appointed Mr. Raamdeo Agarawal as
Non-Executive Chairman of the Company w.e.f. October 14, 2019 at the remuneration of R 12 lacs per annum by way of monthly
commission of R 1 lac per month, as his term as Joint Managing Director has expired on closure of business hours of October 13, 2019
and he continues as Non-Executive Director of the Company.
Section 152 of the Act provides that unless the Articles of Association provide for the retirement of all directors at every AGM, not
less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose
period of office is liable to determination by retirement of directors by rotation. Accordingly, Mr. Navin Agarwal, Managing Director
will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The details of Mr. Navin Agarwal
is stated in the notice of the AGM of the Company.
The resolution for the re-appointment of Mr. Navin Agarwal as detailed in the Notice of AGM would be placed for your approval at
the ensuing AGM.
MEETINGS AND COMPOSITION OF BOARD OF DIRECTORS AND COMMITTEE(S)

The details of the Meetings of the Board and Committee(s) of the Company held during FY2019-20 are disclosed in the Report on
Corporate Governance forming part of Annual Report of the Company.
The Composition of Board and Committee(s) as on March 31, 2020 are disclosed in the Report on Corporate Governance.
DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted the declaration of independence, as required pursuant to provisions of the Section 149(7)
of the Act, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations and are not disqualified from continuing as Independent Directors of the Company. Further, all the Independent
Directors have confirmed their registration on Independent Directors Databank. These declarations / confirmations have been placed
before the Board.
DISCLOSURE ON MAINTENANCE OF COST RECORDS

The Company engaged in Stock Broking Activity during the year under review is not required to maintain cost records in accordance
with the provisions of the Act.
FAMILIARIZATION PROGRAMMES
The Company has familiarized the Independent Directors with the Company, their roles, responsibilities in the
Company, nature of industry in which the Company operates, business model of the Company, various businesses in
the group etc. The details of the familiarization Programmes are available on the website of the Company at
https://www.motilaloswalgroup.com/Downloads/IR/315816220Familiarization-Programmes-for-Independent-Director_2020.pdf
CODE OF CONDUCT
Pursuant to Regulation 26(3) of the Listing Regulations, all the Directors of the Company have affirmed compliance with the Code
of Conduct of the Company.
KEY MANAGERIAL PERSONNEL

During the year under review, due to the appointment of Mr. Raamdeo Agarawal as Non-Executive Chairman of the Company, he
ceases to be the Key Managerial Personnel of the Company w.e.f. October 14, 2019.
As at March 31, 2020, the Company has the following Key Managerial Personnel:
1) Mr. Motilal Oswal – Managing Director & Chief Executive Officer
2) Mr. Navin Agarwal – Managing Director
3) Mr. Ajay Menon – Whole-time Director
4) Mr. Shalibhadra Shah – Chief Financial Officer
5) Mr. Kailash Purohit – Company Secretary & Compliance Officer

COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations, as amended from time to time,
requires the Nomination and Remuneration Committee (“NRC”) to formulate a Policy relating to the remuneration for the Directors,
Key Managerial Personnel (“KMP”), Senior Management and other employees of the Company and recommend the same for
approval of the Board.
Accordingly, in compliance to provisions to the aforesaid provisions, the Nomination and Remuneration Policy of the Company is available on the
website of the Company at https://www.motilaloswalgroup.com/Downloads/IR/724496156Nomination-and-Remuneration-Policy.pdf.
The salient features of the Policy are given below:-
Appointment criteria and qualifications:
1. The Committee 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 Committee 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 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
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.
• Evaluation:
The performance evaluation shall be carried out as given below:-
Performance Evaluation by Of Whom

Nomination and Remuneration Committee Every Director’s performance
Board of Directors – All Directors and Board and Committees as a whole
– All Independent Directors excluding the Director being evaluated
Independent Directors Review the performance of Non Independent Directors and Chairman of the Company
The Committee shall carry out evaluation of performance of every Director at regular interval (yearly).
• Removal:
Due to reasons for any disqualification mentioned in the Act, rules made there under or under any other applicable Act, rules
and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP
or Senior Management subject to the provisions and compliance of the said Act, rules and regulations.
• Retirement:
The Director, KMP and Senior Management shall retire as per the applicable provisions of the Act and the prevailing internal
policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same
position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.
PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON, KMP AND SENIOR MANAGEMENT

• General:
1. The remuneration / compensation / commission etc. to Managerial Person, KMP and Senior Management will be determined
by the Committee 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 Committee 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.
• 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 Committee in accordance with the statutory provisions of the Act and the rules made
there under 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 Committee 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.
• 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
there under for the time being in force.
2. Sitting Fees:
The Non-Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or
Committee thereof.
Provided that the amount of such fees shall not exceed the maximum amount as provided in the Act, per meeting of the
Board or Committee 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 shareholders,
subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the
Act.
PERFORMANCE EVALUATION
Pursuant to the provisions of section 134(3)(p) and Schedule IV of the Act and in accordance to Regulation 17(10), 25(4) of the
Listing Regulations, the Board has carried out the annual performance evaluation of the Board as a whole, various Committees of
the Board and of the individual Directors. The performance evaluation of the Independent Directors was carried out by the entire
Board. The Directors expressed their satisfaction with the evaluation process. The manner in which the evaluation has been carried
out has been explained in the Corporate Governance Report annexed to this Report.
A declaration to the effect that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Act has
also been received from Independent Directors of the Company.
The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of
the criteria such as Transparency, Performance, etc.

In a separate meeting of Independent Directors, performance of non-independent Directors, performance of the Board as a whole
and performance of the Chairman was evaluated, taking into account the views of the executive directors and nonexecutive directors.
The same was discussed in the Board meeting that followed the meeting of independent directors, at which the performance of the
Board, its committee and individual Directors was also discussed.
PARTICULARS OF EMPLOYEES
In accordance with the provisions of Section 197(12) of the Act, the ratio of the remuneration of each Director to the median employee’s
remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report and has been
appended as “Annexure 3” to the 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 provisions of Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
In accordance with the provisions of Section 197 of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the annexure pertaining to the names and other particulars of employees is
available for inspection in electronic mode. Any shareholder interested in obtaining a copy of the said Annexure may write to the
Company Secretary & Compliance Officer in this regard.
The Board of Directors affirms that the remuneration paid to employees of the Company is as per the Nomination and Remuneration
Policy of the Company.
REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance for the year under review, is forming part of the Annual Report. The certificate from the Statutory
Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated in Regulation 34 and
Schedule V to the Listing Regulations is annexed to the Report on Corporate Governance.
BUSINESS RESPONSIBILITY REPORT

In terms of Regulation 34(2)(f) of the Listing Regulations, top 1000 listed entities based on their market capitalisation as on March 31,
are required to prepare a Business Responsibility Report (“BRR”) forming part of the Annual Report.
Accordingly, the Company has prepared the BRR describing the initiatives taken by the Board from an environmental, Social and
Governance perspective and has also constituted the Business Responsibility Committee to overview the Business Responsibility
Report and frame and overview such polices as may be required from time to time.
The said BRR is forming part of Annual Report of the Company and is also uploaded on the website of the Company at
www.motilaloswalgroup.com.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139(2) of the Act and the rules made thereunder, the Members at their Twelfth Annual General
Meeting (“AGM”) held on July 27, 2017, had appointed M/s. Walker Chandiok & Co. LLP, Chartered Accountants, as the Statutory
Auditors of the Company for a term of five years, i.e. from the conclusion of Twelfth AGM till the conclusion of the Seventeenth AGM.
Mr. Sudhir Pillai, Partner, Walker Chandiok & Co. LLP, Chartered Accountants, Statutory Auditors, has signed the Audited Financial
Statements of the Company.
STATUTORY AUDITORS’ REPORT

The Statutory Auditors’ Report issued by Walker Chandiok & Co. LLP for the year under review does not contain any qualification,
reservations or adverse remarks. The Notes to the Accounts referred to in the Auditors’ Report are self-explanatory and therefore do
not call for any further clarifications under Section 134(3)(f) of the Act. Further, pursuant to 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.
SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (as amended from time to time), the Company had appointed M/s. U. Hegde and Associates, Practicing Company
Secretaries, to undertake the Secretarial Audit of the Company for the FY2019-20.
The Secretarial Audit Report is appended as “Annexure 4” to the Board’s Report.

Further, the Secretarial Compliance Report for the financial year ended March 31, 2020 was obtained from M/s. U. Hegde and
Associates, Practicing Company Secretaries , in relation to compliance of all applicable SEBI Regulations / circulars / guidelines issued
thereunder, pursuant to requirement of Regulation 24A of Listing Regulations.
There is no adverse remark, qualifications or reservation in the Secretarial Audit Report and Secretarial Compliance Report.
Further, pursuant to the provisions of Regulation 24A of Listing Regulations, the Secretarial Audit Report of MOHFL and MOAMC
is available at website of the Company at www.motilaloswalgroup.com. However, since MOFL became material subsidiary from
April 01, 2020, the secretarial audit report of MOFL will be annexed with Board’s Report of FY2020-21.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The initiatives take by the Company for conservation of energy and technology absorption is provided in Business Responsibility
Report annexed to this Report.
Details of the foreign exchange earnings and outgo are given in the Note No. 47 to the Financial Statement.
TRANSFER OF SHARES PERTAINING TO UNCLAIMED / UNPAID DIVIDEND TO INVESTOR EDUCATION AND

PROTECTION FUND
Pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the shares of
the shareholders in respect of whom the dividend is unpaid / unclaimed for seven consecutive years are required to be transferred
to Investor Education and Protection Fund (“IEPF”) after giving an opportunity to 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 accordingly informed them that
in the event of failure to claim said divided, the unpaid / unclaimed dividend along with shares pertaining to unpaid / unclaimed
dividend would be transferred to IEPF.
Subsequently, the Company has transferred 1,243 equity shares to IEPF on September 16, 2019 and 55 equity shares
on November 29, 2019 under review. The details of such shares are available on the website of the Company at
https://www.motilaloswalgroup.com/Investor-Relations/Disclosures/IEPF. The concerned shareholders are requested to claim the
said shares by directly approaching IEPF Authority.
Disclosure of Details of Unclaimed Equity Shares in the Suspense Account:

Pursuant to Regulation 34 and Schedule V of Listing Regulations, the Company reports the following details in respect of unclaimed
equity shares that are kept in Specific Demat Accounts of Motilal Oswal Financial Services Limited.
Particulars Number of Shareholders Number of Equity shares

Aggregate Number of Shareholders and the outstanding shares in the suspense 5 575
account lying as on April 1, 2019
Number of Shareholders who approached the Company for transfer of shares – –
from suspense account during the year
Number of Shareholders to whom shares were transferred from the suspense – –
account during the year
Aggregate Number of Shareholders and the outstanding shares in the suspense 5 575
account lying as on March 31, 2020
DEPOSITORY SYSTEM
The Equity Shares of the Company are compulsorily tradable in electronic form. As on March 31, 2020, out of the Company’s total
paid-up Equity Share Capital comprising of 14,80,66,718 Equity Shares, only 27,060 Equity Shares are in physical form and the
remaining shares are in electronic form (demat form). In view of the numerous advantages offered by the Depository System, the
Members holding shares in physical form are advised to avail the facility of dematerialization.
DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors confirm that, to the best of its knowledge and belief:
1) in the preparation of the annual accounts, 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, 2020 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;
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.
INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to 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 has been received from the Auditors of the Company for inefficiency or inadequacy of such controls.
VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 read with Section 177(9) of the Act and as
per Regulation 22 of the Listing Regulations, the Company has framed Vigil Mechanism / Whistle Blower Policy (“Policy”) to enable
Directors and employees to report genuine concerns or grievances, significant deviations from key management policies and reports
any non-compliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior / conduct etc.
The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees
have been denied access to the Audit Committee of the Board.
The objective of this mechanism is to maintain a redressal system which can process all complaints concerning questionable accounting
practices, internal controls, or fraudulent reporting of financial information.
The Policy framed by the Company is in compliance with the requirements of the Act and Listing Regulations and available on the website
of the Company at https://www.motilaloswalgroup.com/Downloads/IR/1677814951Vigil-MechanismWhistle-Blower-Policy.pdf
CORPORATE SOCIAL RESPONSIBILITY

The Company recognizes the responsibilities towards society and strongly intends to contribute towards development of knowledge
based economy.
In accordance with the requirements of the provisions of Section 135 of the Act, the Company has constituted a Corporate Social
Responsibility (“CSR”) Committee. The composition and terms of reference of the CSR Committee is provided in the Corporate
Governance Report forming part of Annual Report.
The Company has also formulated a CSR Policy which is available on the website of the Company at
https://www.motilaloswalgroup.com/Downloads/IR/148712535002.-CSR-Policy.pdf. Further, the detailed CSR initiatives undertaken
by the Company is available at https://www.motilaloswal.com/foundation/
In the wake of COVID-19 pandemic, the Company extended and will continue to extend full support and co-operation in adhering
to the directives issued by from the Government and steps taken by the Government to overcome the crisis. In order to further
strengthen the efforts, your Company alongwith other group companies has contributed R 5 crores to PM-CARES fund and R 1 crore
to Maharashtra Chief Minister’s Relief Fund. Additionally, your Company is also supporting local Non-Government Organisations
(NGOs) and groups to provide food and other essential services to needy people. Further, your Company supported “Stand with
Daily Wage Earners’ initiative and raised R 10 lacs through contribution by employees, friends and family.
During the year under review, as a part of the on-going social commitment, your Company supported several educational projects
across the country. The Company is delighted with the inauguration of Motilal Oswal- KISS Residential School (Bolangir, Odisha)
which will provide free education to 2000 tribal children. Your Company has also joined a collective philanthropic effort of building
a world class university at Punjab to offer new age technological education and simultaneously also sponsoring the expansion of
hostel facility for Chartered Accountant aspirants in Mumbai. Further, the Company is tirelessly working towards improving the
quality of education in the schools of Wada district near Mumbai. 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 made contribution through Motilal Oswal Foundation, a not-for-profit charitable company incorporated under
Section 25 of the Companies Act, 1956 and to various other not-for-profit organisations.
An Annual Report on activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended from
time to time) has been appended as “Annexure 5” to the Board’s Report.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE
COMPANY
The details of loans, guarantees and investments are given in the Notes to the Financial Statement forming part of Annual Report
of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Board of Directors has approved the policy on transactions with related parties (“RPT Policy”), pursuant to the
recommendation of the Audit Committee. In line with the requirements of the Act and Listing Regulations, the Company
has formulated the RPT Policy which is also available on the Company’s website at
https://www.motilaloswalgroup.com/Downloads/IR/1568199502MOFSL_Policy-on-Materiality-and-Dealing-with-Related-Party-Transactions.pdf
All related party transactions entered into during the FY2019-20 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 Committee, were placed before the Audit Committee on a
quarterly basis for its review.
During the year under review, there were no material contracts or arrangements or transactions entered into by the Company with
related parties pursuant to Section 188 of Act and accordingly Form AOC-2 is not applicable.
The Directors draw attention of the Members to Note No. 52 to the Standalone Financial Statement which sets out related party
disclosures.
COMPLIANCE WITH SECRETARIAL STANDARD – 1

The Company has complied with Secretarial Standard-1 (SS-1) on meeting of Board of Directors.
BUSINESS RISK MANAGEMENT

The Company realizes the importance of Enterprise Risk Management (“ERM”) framework and had taken early initiatives towards
its implementation. The Company has also formulated group risk management policy.
A systematic approach has been adopted that originates with the identification of risk, categorization and assessment of identified
risk, evaluating effectiveness of existing controls and building additional controls to mitigate risk and monitoring the residual risk
through effective Key Risk Indicators (“KRI”). The implementation is being carried out in phased manner with the objective to
encompass the entire line of businesses.
Effective ERM involves a robust implementation of three lines of defense - first line of defense is the front-line employees, the second
line of defense is the risk and compliance function and the third line of defense is external and internal auditors. To build an effective
risk culture significant effort has been made towards robustness of these lines of defense.
In the opinion of Board, there are no elements of risks threatening the existence of the company.
POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace. Appropriate reporting
mechanisms are in place for ensuring protection against Sexual Harassment and the right to work with dignity.
During the year under review, the Company has not received any complaint in this regard.
Further, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details of said Committee is
covered in the Report on Corporate Governance forming part of Annual Report of the Company.

EXTRACT OF ANNUAL RETURN AS REQUIRED AND PRESCRIBED UNDER SECTION 92(3) OF THE ACT AND RULES
MADE THEREUNDER
The Section 134(3)(a) of the Act has been amended vide notification of Section 36 of the Companies (Amendment), 2017 with
effective from July 31, 2018 by the Ministry of Corporate Affairs (“MCA”) which requires company to provide “the web address, if
any, where annual return referred to in Section 92(3) has been placed. Further, as the amendment to Section 92(3) of the Act vide
provisions of Section 23 of the Companies (Amendment), 2017 is not yet notified by the MCA as on date of this Report, the extract
of Annual Return in MGT-9 as required under Section 92(3) of the Act and prescribed in Rule 12 of the Companies (Management
and Administration) Rules, 2014 is appended as “Annexure 6” to the Board’s Report. The Annual Return will be uploaded on the
website of the Company at www.motilaloswalgroup.com.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status
and company’s operations in future during the year under review.
ACKNOWLEDGEMENT
The Directors express their sincere gratitude to the Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, National
Stock Exchange of India Limited, Ministry of Finance, Ministry of Corporate Affairs, 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.
For and on behalf of the Board of

Motilal Oswal Financial Services Limited
Raamdeo Agarawal
Place : Mumbai Chairman
Date: May 11, 2020 (DIN: 00024533)

Annexure 1 to the Board’s Report
DIVIDEND DISTRIBUTION POLICY

INTRODUCTION
The Securities and Exchange Board of India (“SEBI”) has notified the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”) which shall be applicable to all listed entity with effect from December 01, 2015.
Subsequently, SEBI has issued the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second
Amendment) Regulations, 2016 containing the additional Regulation 43A consisting of provisions for formulation of Dividend
Distribution Policy which shall be applicable to top five hundred listed entities based on market capitalization as on March 31 of
every financial year.
Accordingly, in compliance to the provision of aforesaid Regulation, the Board of Directors of the Company has approved the Dividend
Distribution Policy.
1. NEED FOR THE POLICY

Predictability of returns is a very important factor driving shareholder value creation. Motilal Oswal Financial Services Limited
has always believed in shareholder value creation and this policy is one of the means of achieving the objective of shareholder
value maximisation.
2. SCOPE
2.1 This policy is aimed at giving a general guidance to the equity shareholders (“Shareholder”) of the Company on the dividend
including interim dividend pay-out by the Company in various performance scenarios.
2.2 This policy is in no way intended to minimise or prejudice the rights of the Board of Directors (“Board”) and / or the
Shareholders’ to declare dividends at the rate at which they in their absolute discretion deem necessary in the interest of
the Company and its Shareholders.
3 POLICY STATEMENT
3.1 The Shareholders’ may refer to the various circumstances, parameters and factors as referred to in Clause 3.2, Clause 3.3
and Clause 3.4 respectively for the guidance on the likelihood of declaration of dividend by the Board and the Company.
The Board of the Company shall be guided by all of the factors and parameters as referred to aforementioned clauses for
proposing quantum and rate of dividend declaration.
3.2 Circumstances under which the Shareholders of the Company;
3.2.1 May expect dividend
The Shareholders may expect dividend in all financial years where the Company has both on a standalone and
consolidated basis earned a net profit after tax (“Profit”). The Company will strive to pay steadily rising dividend
every year in lieu of increase in profits. The dividend pay-out will be calibrated in the range up to 25% - 35% of the
consolidated net profits of the Company and subject to the financial parameters referred to in Clause 3.3 and internal
and external factors referred to in Clause 3.4.
3.2.2 May not expect dividend
In circumstances where the financial position of the Company is such that the Company has no profits or retained
earnings available for distribution as dividend or in case cash is proposed to be allocated for capital restructuring, it
will be prudent for the Shareholders to not expect any dividend declaration.
3.3 Financial parameters that shall be considered while declaring dividend:

a) Profit in absolute terms – The profits earned by the Company is the major factor of consideration in case of payment
of dividend.
b) Growth Rate – The growth rate is the percentage change in profit during the specific time period.
c) Outstanding Capital Commitments – The Company set aside the certain amount for meeting the outstanding capital
commitments of the Company.
d) Availability of surplus funds for:
(i) Additional investments in Subsidiaries of the Company – The Company make Non Current investments in
Subsidiaries of the Company on regular basis.
(ii) Investment in various products of its group companies.
(iii) Working capital requirements – The funds are also utilised for meeting the working capital requirements of the
Company.

Annexure 1 to the Board’s Report (Contd..)
(iv) Capital expenditure requirement.

(v) Corporate action related to capital restructuring.
(vi) General corporate purpose(s), including contingencies.
(vii) Such other purpose(s) as the Board may think deem fit from time to time.
3.4 Internal and external factors that shall be considered for declaration of dividend:
3.4.1 Past Dividend History – The dividend paid by the Company in past is major factor considered for payment of dividend
3.4.2 Impact of dividend declaration on share price of the Company – The dividend declaration also impact the share price
of the Company since it encourages investors to purchase shares of the Company.
3.4.3 Sector performance and industry trend – The Company also consider the area of economy in which businesses share
the same or a related service i.e. trend followed in the financial services industry
3.4.4 Taxation and other regulatory concern – The taxation and other regulatory aspects are also considered
3.4.5 Market Risks - The market risk exposure impacting the Company is measured for declaration of dividend
3.4.6 Stipulations / Covenants of loan agreements
3.4.7 Any other relevant factors that the Board may deem fit to consider before declaring Dividend
3.5 Policy as to how the retained earnings shall be utilized

Retained earnings shall unless transferred to any reserves (other than general reserves) be available for disposal by the
Board as they deem fit in their absolute discretion in the interest of all Shareholders and may be utilized for distribution of
dividends in accordance with past dividend distribution trend of the Company after considering the factors and parameters
as referred to in Clause 3.3 and Clause 3.4.
3.6 Parameters that shall be adopted with regard to various classes of shares
3.6.1 Non-cumulative Preference Shares: The Company shall declare dividend to non-cumulative preference shareholders
in accordance with the terms of the issue of such preference shares. In case if the terms of such preference shares
provide an option to the Company to not declare any dividend in case of a year in which the Company has earned
profit then the Board shall be guided by the same parameters and factors for equity shareholders as provided in
Clause 3.3 and Clause 3.4 in determining whether dividend should be declared and the quantum and rate of dividend
declaration.
3.6.2 Cumulative Preference Shares: The Company shall declare dividend to cumulative preference shareholders in
accordance with the terms of the issue of such preference shares. In case if the terms of such preference shares
provide an option to the Company to not declare any dividend in case of a year in which the Company has earned
profit then the Board shall be guided by the same parameter and factors for equity shareholders as provided in
Clause 3.3 and Clause 3.4 in determining whether dividend should be declared and the quantum and rate of dividend
declaration. In case of cumulative preference shares apart from the above the Board shall also consider and have
regard to the negative impact on the equity shareholders in case of the preference shareholders being entitled to
voting rights due to non-payment of dividend.
3.6.3 Shares with differential rights or other shares: The Board of Directors shall decide on a case to case basis for any
other category of shares, whether all or any of the factors and parameters as specified in Clause 3.3 and Clause 3.4
should be made applicable for such other class of shares in order to determine the quantum and rate of dividend
declaration.
4 AMENDMENT IN POLICY
To the extent any change / amendment is required in terms of any applicable law, the Managing Director / Chief Financial
Officer / Company Secretary of the Company shall be severally authorised to review and amend the Policy, to give effect to
any such changes / amendments. Such amended Policy shall be periodically placed before the Board for noting and necessary
ratification immediately after such changes.
Raamdeo Agarawal
Date : May 11, 2020 (DIN : 00024533)

The financial performance of each of the subsidiaries included in the Consolidated financial statement are
detailed below:-
v In Lakhs
Sr. Name of the Subsidiary Turnover Profit / (Loss) before Tax Profit / (Loss) after Tax
No
Current Previous Growth Current Previous Growth Current Previous Growth
Period Period % Period Period % Period Period %
(A) INDIAN SUBSIDIARIES
1 Motilal Oswal Investment Advisors Limited 959 3,515 -73% (1,375) 794 -273% (1,183) 524 -326%
2 MOPE Investment Advisors Private Limited 6,672 6,316 6% 2,748 2,279 21% 1,991 1,587 25%
3 Motilal Oswal Commodities Broker Private Limited 15 (83) 118% (5) (199) 97% (4) (236) 98%
4 Motilal Oswal Fincap Private Limited 68 4 1805% 64 (6) 1183% 64 (6) 1196%
5 Motilal Oswal Finvest Limited 3,410 1,569 117% (1,066) 155 -789% (1,045) 210 -598%
6 Motilal Oswal Asset Management Company Limited 48,158 57,808 -17% 13,692 23,332 -41% 10,111 15,267 -34%
7 Motilal Oswal Trustee Company Limited 6 11 -50% (3) 3 -186% (4) 2 -265%
8 Motilal Oswal Wealth Management Limited 9,675 11,039 -12% 437 2,159 -80% 260 1,529 -83%
9 Motilal Oswal Securities International Private Limited 147 145 1% 19 20 -5% 0 15 -98%
10 Motilal Oswal Home Finance Corporation Limited 57,644 64,841 -11% 6,092 (21,156) 129% 3,908 (13,688) 129%
11 Motilal Oswal Real Estate Investment Advisors Private (2) 0 -3130% (3) (1) -317% (3) (1) -304%
Limited
12 Motilal Oswal Real Estate Investment Advisors II 4,413 3,528 25% 1,621 1,260 29% 1,147 877 31%
Private Limited
13 Motilal Oswal Capital Limited 128 51 150% 35 (26) 232% 24 (20) 222%
14 Motilal Oswal Finsec IFSC Limited – – – 8 – – 8 – –
15 Glide Tech Investment Advisory Private Limited – – – (77) – – (62) – –
COMPANIES INCORPORATED OUTSIDE INDIA
1 Motilal Oswal Capital Markets (Hong Kong) Private Limited 87 156 -45% (11) 27 -142% (11) 27 -142%
2 Motilal Oswal Capital Markets (Singapore) Private Limited 311 270 15% 45 35 29% 43 34 26%
3 Motilal Oswal Asset Management (Mauritius) 251 101 150% (9) (150) 94% (9) (150) 94%
Private Limited
4 Indian Business Excellence Management Company 1,527 1,925 -21% 618 825 -25% 600 806 -26%

Raamdeo Agarawal
Date : May 11, 2020 (DIN : 00024533)

Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
(i) Ratio of the remuneration of each Director to the median remuneration of the Employees of the Company for the financial year
2019-20, the percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company
Secretary during the financial year 2019-20:
Sr. No Name of Director/KMP Designation Ratio of Remuneration of Percentage

each Director/KMP to median Increase in
remuneration of Employees Remuneration
1. Mr. Raamdeo Agarawal(1) Non-Executive Chairman NA –
2. Mr. Motilal Oswal Managing Director and Chief Executive Officer 75.19 Nil
3. Mr. Navin Agarwal(2) Managing Director 257.63 Nil
4. Mr. Ajay Menon Whole-time Director 76.80 11.11%
5. Mr. Vivek Paranjpe Independent Director
6. Mr. Praveen Tripathi Independent Director
2.35 Nil
7. Ms. Sharda Agarwal Independent Director
8. Ms. Rekha Shah Independent Director
9. Mr. Shalibhadra Shah Chief Financial Officer 38.11 10%
10. Mr. Kailash Purohit Company Secretary and Compliance Officer 7.01 15%
(1)
Mr. Raamdeo Agarawal was holding position of Managing Director till October 13, 2019. Subsequently, ceased to be
Managing Director and was appointed as Non-Executive Chairman w.e.f. October 14, 2019. Hence, it is not feasible to
calculate the percentage increase in his remuneration.
(2)
Perquisite value on exercise of Employee Stock Options is excluded.
Note:- The Non-Executive Directors of the Company are entitled for sitting fees and commission as per the statutory provisions
and within the limits approved by the shareholders. The details of remuneration paid to Non-Executive Directors during the
year under review are provided in the Report on Corporate Governance and Annexure 6 to the Board’s Report.
(ii) The percentage increase in the median remuneration of employees in the financial year:
The percentage increase of median remuneration of employees in the financial year is 40.65%. The increase is due to change
in total count of employees due to resignation and appointments.
(iii) The Company has 4,178 permanent employees on the rolls of Company as on March 31, 2020.
(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and
point out if there are any exceptional circumstances for increase in the managerial remuneration:
Particulars % Increase in Remuneration
Employees other than Managerial Personnel 10%
Managerial Personnel 7.22%
There are no exceptional circumstances for the increase in managerial remuneration.
(v) It is hereby affirmed that the remuneration paid during the year is as per the Nomination and Remuneration Policy of the
Company.

Raamdeo Agarawal
Date : May 11, 2020 (DIN : 00024533)

SECRETARIAL AUDIT REPORT

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2020

To,
The Members,
CIN- L67190MH2005PLC153397
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by Motilal Oswal Financial Services Limited (MOFSL). Secretarial Audit was conducted in a manner that provided me a
reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the company
and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of
secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended
on March 31, 2020 has generally complied with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by Motilal Oswal Financial
Services Limited (“the Company”) for the financial year ended on March 31,2020 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder (to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings);
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (w.r.t
Preferential Issue of Equity shares for consideration other than cash)
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulation 2014;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding
the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company
during the audit period) and
(h) The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018
(vi) I have relied on the representation made by the Company and its officer and compliance mechanism prevailing in the Company
and on examination of documents on test check basis for compliance of the following specific applicable laws.
1) Bye-laws, Rules, Regulations, Guidelines, Circulars & Notifications issued by SEBI, Stock Exchanges & Depositories and
applicable to Depository Participant & Registered Broker
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Uniform Listing Agreement(s) entered into by the Company with BSE Limited and National Stock Exchange of India
Limited pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors
and Independent Directors. Further there were no changes in the composition of the Board of Directors that took place during the
period under review.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least
seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items
before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.
I further report that there are adequate systems and processes in the company commensurate with the size and operations of the
company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period there were following specific events /action reported having major bearing on company’s
operations;
1) Issue & Allotment of 11,27,992 equity shares of R 1/- on preferential basis for consideration other than cash after seeking
approval of members at the Annual General Meeting held on July 31, 2019 .
2) Issue & Allotment of 202,936 equity shares of R 1/- on preferential basis for consideration other than cash after seeking approval
of members by way of Postal ballot on September 26, 2019.
3) Board approval for Buyback of equity shares vide it’s meeting held on March 21, 2020 representing 7.51% and 6.64% of the
aggregate of the total paid-up equity share capital and free reserves of the Company based on the audited standalone and
consolidated financial statements of the Company as at March 31, 2019 respectively at R 650/- per share.
For U. HEDGE & ASSOCIATES,

Company Secretaries
Firm Registration No.: 001076N/N500013
Umashankar K Hegde
(Proprietor)
Place : Mumbai COP No- 11161 # M.No- A22133
Date : May 11, 2020 UDIN : A022133B000222234

Annual Report on Corporate Social Responsibility (“CSR”)

[Pursuant to Companies (Corporate Social Responsibility Policy) Rules, 2014]
As required under Section 135(4) of the Companies Act, 2013 and Rule 9 of Companies (Accounts) Rules, 2014, the details with
respect to CSR are as follows:
1) A brief outline of the Company’s CSR Policy, including overview of projects or programs proposed to be undertaken and a
reference to the web-link to the CSR policy and projects or programs:
The Company recognizes its responsibilities towards society and strongly intends to contribute towards development of knowledge
based economy. Accordingly, the Company intends to carry out initiatives for supporting education. The Company’s endeavor is
to provide liberal arts education at low cost, providing education to children from different background etc. The CSR Policy has
been formulated in accordance with the provisions of Section 135 of the Companies Act, 2013 and is available on the website
of the Company at https://www.motilaloswalgroup.com/Downloads/IR/148712535002.-CSR-Policy.pdf
2) Composition of CSR Committee:
The composition of CSR Committee is disclosed in the Report on Corporate Governance forming part of the Annual Report.
3) Average Net Profit of the Company for the last three financial years is R 2,333,119,044/-
4) Prescribed CSR expenditure and details of CSR spend:
Particulars Amount (R )
Prescribed CSR expenditure 46,662,381
Amount spent as CSR 59,545,501
Amount unspent –
5) Manner in which amount spent during the financial year:

(Amount in R)
CSR project or activity Sector in which project is Location of Amount Amount spent Cumulative Amount
Identified covered the project/ outlay on the projects expenditure spent - Direct
program (budget) or programs. Sub up to the or through
project or heads- (a) Direct reporting implementing
programs expenditure & (b) period Agency
wise Overheads (1)
Hostel construction Promoting Education Maharashtra 14,225,918 14,225,918 14,725,918 Through
Motilal Oswal
Foundation
(“MOF”)
PM CARES Fund Promoting Preventive New Delhi- 10,000,000 10,000,000 10,000,000 Directly
Health Care Delhi
School Construction project Promoting Education Odisha 9,000,000 9,000,000 45,137,736 MOF
at Odisha
Construction of School Promoting Education West Bengal 7,606,000 7,606,000 7,606,000 MOF
Building
Construction of technical Promoting Education Punjab 4,570,055 4,570,055 4,570,055 MOF
institution
Environmental Environmental Maharashtra 3,822,403 3,822,403 3,822,403 MOF
Sustainability drip irrigation Sustainability
Empowering Tribals and Promoting Education Maharashtra 2,500,000 2,500,000 2,600,000 MOF
Rural people to make them
socially strong educationally
aware and economically
vibrant and self-reliant
School development Promoting Education Maharashtra 2,065,911 2,065,911 3,162,411 MOF
project

(Amount in R)
CSR project or activity Sector in which project is Location of Amount Amount spent Cumulative Amount
Identified covered the project/ outlay on the projects expenditure spent - Direct
program (budget) or programs. Sub up to the or through
project or heads- (a) Direct reporting implementing
programs expenditure & (b) period Agency
wise Overheads (1)
Mid-day meal Eradicating Hunger Maharashtra 1,500,000 1,500,000 3,700,000 MOF
Road safety project Promoting Education Maharashtra 1,200,000 1,200,000 1,200,000 MOF
English Language lab Promoting Education Gujrat 768,435 768,435 768,435 MOF
Flood relief Eradicating Hunger Maharashtra 500,000 500,000 1,750,000 MOF
Reach out to the Destitutes Eradicating Hunger Maharashtra 500,000 500,000 500,000 MOF
who would be facing
maximum distress for their
daily meals and other
requirements
Medical Treatment Promoting Preventive Delhi, Odisha, 350,000 350,000 350,000 MOF
Health Care Maharashtra
School support program Promoting Education Maharashtra 339,000 339,000 1,026,100 MOF
Career Guidance Session to Promoting Education Maharashtra 226,937 226,937 401,936 MOF
Children
Reading program & Library Promoting Education Maharashtra 178,500 178,500 253,500 MOF
Tree Plantation Environmental Maharashtra 66,000 66,000 133,000 MOF
Sustainability
Footwear for tribal children Promoting Preventive Maharashtra 51,342 51,342 51,342 MOF
Health Care
Food provision to the Eradicating Hunger Maharashtra 50,000 50,000 50,000 MOF
needy people
Educational program Promoting Education Maharashtra 25,000 25,000 76,000 Directly
Total 59,545,501 59,545,501
(1)
The amount spent on all the projects are direct expenditure.
6) Responsibility Statement:
The CSR Committee confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and
Policy of the Company.

Motilal Oswal Raamdeo Agarawal

Managing Director, Chief Executive Chairman
Officer and Chairman-CSR Committee (DIN: 00024533)
Place : Mumbai (DIN: 00024503)
Date : May 11, 2020

Form No. MGT–9

EXTRACT OF ANNUAL RETURN
as on the financial year ended on March 31, 2020
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. Registration and Other Details:

i) CIN L67190MH2005PLC153397
ii) Registration Date May 18, 2005
iii) Name of the Company Motilal Oswal Financial Services Limited
iv) Category/Sub-Category of the Company Company limited by Shares / Non-Govt. company
v) Address of the Registered Office & Motilal Oswal Tower, Rahimtullah Sayani Road,
contact details Opposite Parel ST Depot, Prabhadevi, Mumbai-400025
Tel: +91 22 7193 4200/4263
Fax: +91 22 5036 2365
Email: [email protected]
vi) Whether listed company Yes
vii) Name, Address & contact details of the Link Intime India Private Limited,
Registrar and Transfer Agent, if any C-101, 247 Park, L. B. S Marg, Vikhroli West, Mumbai - 400083.
Tel: +91 22 49186000 Fax:+91 22 49186060
II. Principal Business Activity of the Company

Sr. Name and Description of main NIC Code of the Product / service % to total turnover of the company
No. products / services
1 Brokerage Income 6612 62.65%
2 Interest Income 6612 13.62%
III. Particulars of Holding, Subsidiary and Associate Companies

Sr. Name & Address of the Company CIN/GLN Holding / % of Applicable
No Subsidiary / shares Section
Associate held
1. Passionate Investment Management Private Limited (PIMPL) U67120MH1995PTC092014 Holding 57.35 2(46)
Motilal Oswal Tower, Rahimtullah Sayani Road, Opposite Parel
ST Depot, Prabhadevi, Mumbai-400025.
2. Motilal Oswal Investment Advisors Limited (MOIAL) U67190MH2006PLC160583 Subsidiary 100 2(87)
Motilal Oswal Tower, 10th Floor, Rahimtullah Sayani Road,
Opposite Parel ST Depot, Prabhadevi, Mumbai-400025.
3. MOPE Investment Advisors Private Limited (MOPE) U67110MH2006PTC161128 Subsidiary 87.16 2(87)
4. Motilal Oswal Commodities Broker Private Limited (MOCBPL) U65990MH1991PTC060928 Subsidiary 100 2(87)
5. Motilal Oswal Fincap Private Limited (MOFPL) U65100MH2007PTC170211 Subsidiary 100 2(87)

Sr. Name & Address of the Company CIN/GLN Holding / % of Applicable

No Subsidiary / shares Section
Associate held
6. Motilal Oswal Finvest Limited (MOFL) U65100MH2006PLC165469 Subsidiary 100 2(87)
7. Motilal Oswal Asset Management Company Limited (MOAMC) U67120MH2008PLC188186 Subsidiary 98.64 2(87)
8. Motilal Oswal Trustee Company Limited (MOTC) U93090MH2008PLC188187 Subsidiary 100 2(87)
9. Motilal Oswal Wealth Management Limited (MOWML) U67110MH2002PLC135075 Subsidiary 100 2(87)
10. Motilal Oswal Securities International Private Limited (MOSIPL) U65929MH2011PTC219141 Subsidiary 100 2(87)
11. Motilal Oswal Capital Markets (Hong Kong) 59035781-000-09-11-0 Subsidiary 100 2(87)
Private Limited (MOCMPL(HK))
36/F, Tower Two, Times Square, 1, Matheson Street,
Causeway Bay, Hong Kong
12. Motilal Oswal Capital Markets (Singapore) Pte. Limited 201129401Z Subsidiary 100 2(87)
(MOCMPL(SP))
80 Raffles Place #32- 01 UOB Plaza Singapore (048624).
13. Motilal Oswal Home Finance Limited (MOHFL) U65923MH2013PLC248741 Subsidiary 80.43 2(87)
14. Motilal Oswal Real Estate Investment Advisors U74999MH2013PTC248200 Subsidiary 87.16 2(87)
Private Limited (MORE)
15. Motilal Oswal Real Estate Investment Advisors II U67190MH2014PTC253958 Subsidiary 78.44 2(87)
Private Limited (MORE II)
16. India Business Excellence Management Company (IBEMC) 65644C1/GBL Subsidiary 87.16 2(87)
IFS Court, Bank Street, Twenty Eight Cyber City, Ebene 72201,
Mauritius.
17. Motilal Oswal Asset Management(Mauritius) 127396C1/GBL Subsidiary 98.64 2(87)
Private Limited (MOAMC(M))
4th Floor, Raffles Tower, 19 Cybercity, Ebene, Mauritius
18. Motilal Oswal Capital Limited (MOCL) U65100MH2016PLC285990 Subsidiary 98.64 2(87)
19. Motilal Oswal Finsec IFSC Limited (MOFIL) U65929GJ2018PLC102209 Subsidiary 100 2(87)
Unit No. 312, Third Floor, Signature Building, Block 13-B, Zone
1, GIFT SEZ Gandhinagar, GJ 382355
20. Glide Tech Investment Advisory Private Limited (GTIAPL) U65990MH2019PTC333563 Subsidiary 100 2(87)

IV. Shareholding Pattern (Equity Share Capital Breakup as % of Total Equity)

i) Category-wise Share Holding :-
Category of Shareholders Shareholding at the beginning of the year Shareholding at the end of the year %
(As on April 1, 2019) (As on March 31, 2020) Change
Demat Physical Total % of Demat Physical Total % of during
Total Total the year
Shares Shares
(A) Shareholding of
Promoter and Promoter
Group
[1] Indian
(a) Individuals / Hindu 2,03,24,142 0 2,03,24,142 13.95 1,64,53,237 0 1,64,53,237 11.11 -2.84
Undivided Family
(b) Central Government/ 0 0 0 0.00 0 0 0 0.00 0.00
State Government(s)
(c) Financial 0 0 0 0.00 0 0 0 0.00 0.00
Institutions / Banks
(d) Any Other (Specify) 0 0 0 0.00 0 0 0 0.00 0.00
Persons Acting In Concert 17,22,250 0 17,22,250 1.19 19,19,480 0 19,19,480 1.30 0.11
Bodies Corporate 8,03,45,667 0 8,03,45,667 55.15 8,49,23,363 0 8,49,23,363 57.35 2.20
Sub Total (A)(1) 10,23,92,059 0 10,23,92,059 70.29 10,32,96,080 0 10,32,96,080 69.76 -0.53
[2] Foreign
(a) Individuals 0 0 0 0.00 0 0 0 0.00 0.00
(Non-Resident
Individuals / Foreign
Individuals)
(b) Government 0 0 0 0.00 0 0 0 0.00 0.00
(c) Institutions 0 0 0 0.00 0 0 0 0.00 0.00
(d) Foreign Portfolio 0 0 0 0.00 0 0 0 0.00 0.00
Investor
(e) Any Other (Specify) 0 0 0 0.00 0 0 0 0.00 0.00
Sub Total (A)(2) 0 0 0 0.00 0 0 0 0.00 0.00
Total Shareholding of 10,23,92,059 0 10,23,92,059 70.29 10,32,96,080 10,32,96,080 69.76 -0.53
Promoter and Promoter
Group(A)=(A) (1)+(A) (2)
(B) Public Shareholding
[1] Institutions
(a) Mutual Funds / UTI 22,10,117 0 22,10,117 1.52 61,78,972 0 61,78,972 4.17 2.65
(b) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
(c) Alternate Investment 0 0 0 0.00 2,63,770 0 2,63,770 0.18 0.18
Funds
(d) Foreign Venture 0 0 0 0.00 0 0 0 0.00 0.00
Capital Investors
(e) Foreign Portfolio 1,93,91,235 0 1,93,91,235 13.31 1,44,68,264 0 1,44,68,264 9.77 -3.54
Investor
(f) Financial 41,392 0 41,392 0.02 3,10,949 0 3,10,949 0.21 0.19
Institutions / Banks
(g) Insurance Companies 0 0 0 0.00 1,941 0 1,941 0.00 0.00
(h) Provident 0 0 0 0.00 0 0 0 0.00 0.00
Funds / Pension Funds
(i) Any Other (Specify) 0 0 0 0 0 0 0 0 0
Sub Total (B)(1) 2,16,42,744 0 2,16,42,744 14.85 2,12,23,896 0 2,12,23,896 14.33 -0.52

Category of Shareholders Shareholding at the beginning of the year Shareholding at the end of the year %
(As on April 1, 2019) (As on March 31, 2020) Change
Demat Physical Total % of Demat Physical Total % of during
Total Total the year
Shares Shares
[2] Central Government / 0 0 0 0.00 0 0 0 0.00 0.00
State Government(s) /
President of India
Sub Total (B)(2) 0 0 0 0.00 0 0 0 0.00 0.00
[3] Non-Institutions
(a) Individuals
(i) Individual 72,40,173 28,260 72,68,433 4.99 72,57,609 27,060 72,84,669 4.92 -0.07
shareholders
holding nominal
share capital upto
R 1 lakh
(ii) Individual 39,87,627 0 39,87,627 2.74 71,05,766 0 71,05,766 4.80 2.06
shareholders
holding nominal
share capital in
excess of R 1 lakh
(b) NBFCs registered 19,850 0 19,850 0.01 22,694 0 22,694 0.02 0.01
with RBI
(c) Employee Trusts 0 0 0 0.00 50 0 50 0.00 0.00
(d) Overseas Depositories 0 0 0 0.00 0 0 0 0.00 0.00
(holding DRs)
(balancing figure)
(e) Any Other (Specify) 0 0 0 0.00 0 0 0 0.00 0.00
IEPF 13,051 0 13,051 0.00 14,349 0 14,349 0.00 0.00
Trusts 1,500 0 1,500 0.00 0 0 0 0.00 0.00
Hindu Undivided 2,66,987 0 2,66,987 0.18 2,46,577 0 2,46,577 0.17 -0.01
Family
Non Resident Indians 1,01,857 0 1,01,857 0.07 89,249 0 89,249 0.06 -0.01
(Non Repat)
Other Directors 70,04,010 0 70,04,010 4.81 77,68,290 0 77,68,290 5.25 0.44
Non Resident Indians 16,18,472 0 16,18,472 1.11 2,65,838 0 2,65,838 0.18 -0.93
(Repat)
Clearing Member 3,38,473 0 3,38,473 0.23 55,200 0 55,200 0.04 -0.19
Bodies Corporate 10,25,295 0 10,25,295 0.70 6,94,060 0 6,94,060 0.47 -0.23
Sub Total (B)(3) 2,16,17,295 28,260 2,16,45,555 14.86 2,35,19,682 27,060 2,35,46,742 15.91 1.05
Total Public 4,32,60,039 28,260 4,32,88,299 29.71 4,47,43,578 27,060 4,47,70,638 30.24 0.53
Shareholding(B)=(B)
(1)+(B)(2)+ (B)(3)
Total (A)+(B) 14,56,52,098 28,260 14,56,80,358 100.00 14,80,39,658 27,060 14,80,66,718 100.00 0.00
(C) Non Promoter - Non Public
[1] Custodian / DR Holder 0 0 0 0.00 0 0 0 0.00
[2] Employee Benefit Trust 0 0 0 0.00 0 0 0 0.00
(under SEBI (Share
based Employee Benefit)
Regulations, 2014)
Total (A)+(B)+(C) 14,56,52,098 28,260 14,56,80,358 100.00 14,80,39,658 27,060 14,80,66,718 100.00 0.00

ii) Shareholding of Promoters

Sr. Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in
No. (As on April 1, 2019) (As on March 31, 2020) sharehold-
No. of Shares % of total % of Shares No. of Shares % of total % of Shares ing during
held shares Pledged/ held shares Pledged/ the year
of the encumbered of the encumbered
Company to total shares Company to total shares
1 Passionate Investment Management 8,03,43,667 55.15 0 8,49,21,363 57.35 0 2.2
Pvt. Ltd - Proprietary Account
2 Mr. Motilal Gopilal Oswal 1,01,62,071 6.98 0 85,25,972 5.76 0 -1.22
3 Mr. Raamdeo Ramgopal Agrawal 1,01,62,071 6.98 0 79,27,265 5.35 0 -1.63
4 Raamdeo Ramgopal Agrawal-HUF 6,50,000 0.45 0 6,50,000 0.44 0 -0.01
5 Mrs. Suneeta Raamdeo Agrawal 2,95,400 0.20 0 2,95,400 0.20 0 0
6 Mrs. Vimla Motilal Oswal 1,25,240 0.09 0 1,25,240 0.08 0 -0.01
7 Mr. Karoon Ramgopal Agarawal 1,00,000 0.07 0 1,00,000 0.07 0 0
8 Mrs. Suman Agrawal 1,00,000 0.07 0 1,00,000 0.07 0 0
9 Mr. Vinay Agrawal 1,00,000 0.07 0 1,00,000 0.07 0 0
10 Mr. Vaibhav Agrawal 0 0 0 1,00,000 0.07 0 0.07
11 Mrs. Vedika Karnani (Agrawal) 0 0 0 1,00,000 0.07 0 0,07
12 Mr. Sukhdeo Ramgopal Agarawal 80,200 0.06 0 78,500 0.05 0 -0.01
13 Mrs. Anita Agrawal 80,000 0.06 0 80,000 0.05 0 -0.01
14 Mr. Satish Agrawal 79,020 0.05 0 78,020 0.05 0 0
15 Mr. Govind Deo Agarawal 55,770 0.04 0 55,770 0.04 0 0
16 Mr. Rajendra Gopilal Oswal 55,000 0.04 0 55,000 0.04 0 0
17 Mrs. Vimala Devi 1,500 0.00 0 1,430 0.00 0 0
18 OSAG Enterprises LLP 2,000 0.00 0 2,000 0.00 0 0
19 Motilal Gopilal Oswal-HUF 120 0.00 0 120 0.00 0 0
Total 10,23,92,059 70.29 0.00 10,32,96,080 69.76 0 -0.53
iii) Change in Promoters’ Shareholding

Sr. Name & Type of Transaction Shareholding at the Transactions during the year Cumulative Shareholding
No. beginning of the year during the year
April 1, 2019 (April 1, 2019 to March 31, 2020)
No. of shares % of total Date of transaction* No. of shares No of shares % of total
held shares of the held shares of the
company company
1 Passionate Investment
Management Pvt. Ltd.
At the beginning of the year 8,03,43,667 55.02
Market Purchase August 08, 2019 3,06,574 8,06,50,241 55.23
Market Purchase August 14, 2019 1,88,784 8,08,39,025 54.94
Market Purchase September 20, 2019 75,058 8,09,14,083 54.95
Inter-se Transfer October 09, 2019 28,16,632 8,37,30,715 56.86
Inter-se Transfer February 04, 2020 8,54,273 8,45,84,988 57.15
Market Purchase March 12, 2020 18,487 8,46,03,475 57.14
Market Purchase March 16, 2020 1,44,799 8,47,52,988 57.24
Market Purchase March 17, 2020 1,55,000 8,49,07,988 57.34
At the end of the year 8,49,21,363 57.35

Sr. Name & Type of Transaction Shareholding at the Transactions during the year Cumulative Shareholding
April 1, 2019 (April 1, 2019 to March 31, 2020)
No. of shares % of total Date of transaction* No. of shares No of shares % of total
held shares of the held shares of the
company company
2 Mr. Motilal Gopilal Oswal
Inter-se Transfer October 09, 2019 -14,08,316 87,53,755 5.94
Inter-se Transfer February 04, 2020 -2,27,783 85,25,972 5.76
At the end of the year 85,25,972 5.76
3 Mr. Raamdeo Ramgopal Agrawal
Transfer (Gift) November 04, 2019 -100,000 86,53,755 5.87
Transfer (Gift) November 04, 2019 -100,000 85,53,755 5.80
4 Mr. Satish Agrawal
At the beginning of the year 79,020 0.05
Market Sale May 23, 2019 -1,000 78,020 0.05
At the end of the year 78,020 0.05
5 Mr. Vaibhav Agrawal
At the beginning of the year 0 0
Transfer (Gift) November 04, 2019 100,000 100,000 0.07
6 Mrs. Vedika Karnani
(Agrawal)
At the beginning of the year 0 0
Transfer (Gift) November 04, 2019 100,000 100,000 0.07
7 Mr. Sukhdeo Agarawal
Market Sale November 21, 2019 -1,700 78,500 0.05
8 Mrs. Vimala Devi
Market Sale June 10, 2019 -70 1,430 0.00
* Date of Transfer has been considered as the date on which the beneficiary position was provided by the Depositories to your Company.
Notes:
1. Paid up Share Capital of the Company (Face Value R 1.00/- each) at the end of the year is 14,80,66,718 Shares.
2. The details of holding has been clubbed based on PAN.
3. % of total Shares of the Company is based on the paid up Capital of the Company at the end of the Year.

(iv) Shareholding Pattern of top ten Shareholders* (other than Directors, Promoters & Holders of GDRs & ADRs)
Sr. Name & Type of Shareholding at the beginning Transactions during the year Cumulative Shareholding at
No. Transaction of the year - 2019 the end of the year - 2020
No. of Shares % of Total Date of Transaction No. of Shares No of Shares % of Total
Held Shares of The Held Shares of the
Company Company
1 Franklin Templeton Investment Funds
At the beginning of the year 41,10,965 2.8219 4110965 2.8219
Sale 20 Dec 2019 -773483 33,37,482 2.2540
Sale 27 Dec 2019 -106370 32,31,112 2.1832
Sale 17 Jan 2020 -12600 32,18,512 2.1747
Sale 24 Jan 2020 -19595 31,98,917 2.1615
Sale 07 Feb 2020 -18348 31,80,569 2.1491
Sale 14 Feb 2020 -2235 31,78,334 2.1475
Sale 21 Feb 2020 -10500 31,67,834 2.1405
Sale 28 Feb 2020 -74504 30,93,330 2.0891
2 ICICI Prudential Banking And Financial Services Fund
At the beginning of the 20 0.0000 20 0.0000
year
Purchase 17 May 2019 34 54 0.0000
Purchase 24 May 2019 17 71 0.0000
Purchase 05 Jul 2019 17 88 0.0001
Purchase 26 Jul 2019 17 105 0.0001
Purchase 16 Aug 2019 17 122 0.0001
Purchase 23 Aug 2019 18 140 0.0001
Purchase 30 Aug 2019 17 157 0.0001
Purchase 27 Sep 2019 38 195 0.0001
Purchase 30 Sep 2019 17 212 0.0001
Purchase 04 Oct 2019 17 229 0.0002
Purchase 11 Oct 2019 17 246 0.0002
Purchase 18 Oct 2019 2 248 0.0002
Purchase 25 Oct 2019 17 265 0.0002
Purchase 22 Nov 2019 17 282 0.0002
Purchase 29 Nov 2019 32691 32,973 0.0223
Purchase 06 Dec 2019 54287 87,260 0.0590
Purchase 13 Dec 2019 49131 1,36,391 0.0922
Purchase 20 Dec 2019 996510 11,32,901 0.7655
Purchase 27 Dec 2019 22 11,32,923 0.7655
Purchase 10 Jan 2020 18 11,32,941 0.7655
Purchase 31 Jan 2020 336 11,33,277 0.7657
Purchase 07 Feb 2020 139103 12,72,380 0.8597
Purchase 14 Feb 2020 1 12,72,381 0.8597
Purchase 21 Feb 2020 100 12,72,481 0.8598
Purchase 28 Feb 2020 33635 13,06,116 0.8821
Purchase 06 Mar 2020 89736 13,95,852 0.9427
Purchase 13 Mar 2020 192 13,96,044 0.9428
Purchase 20 Mar 2020 189810 15,85,854 1.0710
Purchase 27 Mar 2020 152401 17,38,255 1.1740
Purchase 31 Mar 2020 114076 18,52,331 1.2510

Company Company
3 Mr. Rajat Rajgarhia
At the beginning of the year 17,02,838 1.1689 17,02,838 1.1689
Purchase (ESOP) 07 Jun 2019 40,000 17,42,838 1.1771
4 UTI - Hybrid Equity Fund
Purchase 05 Apr 2019 1,00,000 9,22,917 0.6335
Sale 31 May 2019 -16,740 9,06,177 0.6212
Sale 07 Jun 2019 -13,656 8,92,521 0.6118
Sale 14 Jun 2019 -27,087 8,65,434 0.5933
Purchase 02 Aug 2019 7,543 8,72,977 0.5979
Purchase 09 Aug 2019 52,770 9,25,747 0.6340
Purchase 16 Aug 2019 11,294 9,37,041 0.6417
Purchase 23 Aug 2019 3,018 9,40,059 0.6438
Purchase 30 Aug 2019 17,271 9,57,330 0.6556
Purchase 20 Sep 2019 38,551 9,95,881 0.6763
Purchase 27 Sep 2019 31,057 10,26,938 0.6974
Purchase 04 Oct 2019 762 10,27,700 0.6979
Purchase 11 Oct 2019 9,999 10,37,699 0.7047
Purchase 18 Oct 2019 5,000 10,42,699 0.7081
Purchase 01 Nov 2019 1,22,934 11,65,633 0.7916
Purchase 06 Dec 2019 18,574 11,84,207 0.8004
Purchase 13 Dec 2019 11,138 11,95,345 0.8079
Sale 20 Dec 2019 -100,000 10,95,345 0.7401
Purchase 10 Jan 2020 2,32,092 13,27,437 0.8969
Purchase 31 Jan 2020 51,260 13,78,697 0.9316
Purchase 07 Feb 2020 93,339 14,72,036 0.9946
Purchase 14 Feb 2020 5,422 14,77,458 0.9983
Purchase 21 Feb 2020 24,377 15,01,835 1.0148
Purchase 28 Feb 2020 11,343 15,13,178 1.0220
Purchase 06 Mar 2020 41,468 15,54,646 1.0500
Purchase 13 Mar 2020 26,451 15,81,097 1.0678
Sale 20 Mar 2020 -6,122 15,74,975 1.0637
Purchase 27 Mar 2020 5,502 15,80,477 1.0674
5 Reliance Capital Trustee
Co Ltd - A/C Nippon India
Banking Fund
At the beginning of the year 3613 0.0025 3,613 0.0025
Purchase 05 Apr 2019 291 3,904 0.0027
Purchase 12 Apr 2019 648 4,552 0.0031
Purchase 19 Apr 2019 252 4,804 0.0033
Purchase 26 Apr 2019 72 4,876 0.0033
Purchase 03 May 2019 74 4,950 0.0034
Sale 10 May 2019 -785 3,165 0.0022
Purchase 17 May 2019 180 3,345 0.0023

Company Company
Purchase 24 May 2019 85 3,430 0.0024
Purchase 31 May 2019 999 4,429 0.0030
Purchase 07 Jun 2019 216 4,645 0.0032
Sale 14 Jun 2019 -45 4,600 0.0032
Purchase 21 Jun 2019 99 4,699 0.0032
Purchase 29 Jun 2019 33 4,732 0.0032
Purchase 05 Jul 2019 270 5,002 0.0034
Purchase 12 Jul 2019 117 5,119 0.0035
Purchase 19 Jul 2019 247 5,366 0.0037
Purchase 26 Jul 2019 108 5,474 0.0037
Purchase 02 Aug 2019 7 5,481 0.0038
Purchase 09 Aug 2019 234 5,715 0.0039
Purchase 16 Aug 2019 45 5,760 0.0039
Purchase 23 Aug 2019 54 5,814 0.0040
Purchase 30 Aug 2019 129 5,943 0.0041
Purchase 06 Sep 2019 27 5,970 0.0041
Purchase 13 Sep 2019 63 6,033 0.0041
Purchase 20 Sep 2019 63 6,096 0.0041
Purchase 27 Sep 2019 1,936 8,032 0.0055
Purchase 04 Oct 2019 36 8,068 0.0055
Purchase 11 Oct 2019 216 8,284 0.0056
Purchase 18 Oct 2019 54 8,338 0.0057
Purchase 01 Nov 2019 5,00,081 5,08,419 0.3453
Purchase 08 Nov 2019 8,00,568 13,08,987 0.8889
Sale 15 Nov 2019 -123 13,08,864 0.8888
Sale 22 Nov 2019 -96 13,08,768 0.8846
Sale 29 Nov 2019 -2,262 13,06,506 0.8831
Purchase 06 Dec 2019 4,143 13,10,649 0.8859
Purchase 13 Dec 2019 60 13,10,709 0.8859
Purchase 20 Dec 2019 4 13,10,713 0.8856
Purchase 27 Dec 2019 174 13,10,887 0.8857
Purchase 31 Dec 2019 8 13,10,895 0.8858
Purchase 03 Jan 2020 240 13,11,135 0.8859
Purchase 10 Jan 2020 51 13,11,186 0.8859
Purchase 17 Jan 2020 408 13,11,594 0.8862
Sale 24 Jan 2020 -10,674 13,00,920 0.8790
Sale 31 Jan 2020 -264 13,00,656 0.8788
Purchase 07 Feb 2020 424 13,01,080 0.8791
Purchase 14 Feb 2020 84 13,01,164 0.8792
Sale 21 Feb 2020 -368 13,00,796 0.8789
Purchase 28 Feb 2020 10,912 13,11,708 0.8859
Sale 06 Mar 2020 -1,201 13,10,507 0.8851
Purchase 13 Mar 2020 1,360 13,11,867 0.8860
Sale 20 Mar 2020 -733 13,11,134 0.8855
Purchase 27 Mar 2020 32,844 13,43,978 0.9077
Purchase 31 Mar 2020 424 13,44,402 0.9080

Company Company
6 J P Morgan Funds
Sale 12 Apr 2019 -3290 12,84,600 0.8818
Purchase 19 Apr 2019 21742 13,06,342 0.8967
Purchase 26 Apr 2019 5872 13,12,214 0.9007
Sale 03 May 2019 -20309 12,91,905 0.8868
Sale 10 May 2019 -1618 12,90,287 0.8857
Purchase 17 May 2019 25759 13,16,046 0.9034
Transfer 24 May 2019 -27755 12,88,291 0.8843
Purchase 31 May 2019 16985 13,05,276 0.8948
Purchase 07 Jun 2019 10704 13,15,980 0.9021
Sale 14 Jun 2019 -22690 12,93,290 0.8865
Sale 21 Jun 2019 -14025 12,79,265 0.8761
Sale 20 Mar 2020 -13943 12,65,322 0.8546
Sale 27 Mar 2020 -15514 12,49,808 0.8441
7 JP Morgan Indian
Investment Company
(Mauritius) Limited
8 Mr. Vinodkumar
Harakchand Daga
At the beginning of the 0 0.0000 0 0.0000
year
Purchase 06 Dec 2019 38,009 38,009 0.0257
Purchase 20 Dec 2019 23,419 61,428 0.0415
Purchase 03 Jan 2020 15,000 76,428 0.0516
Purchase 10 Jan 2020 1,00,000 1,76,428 0.1192
Purchase 17 Jan 2020 2,00,000 3,76,428 0.2543
Purchase 14 Feb 2020 4,73,000 8,49,428 0.5739
Purchase 28 Feb 2020 2,31,917 10,81,345 0.7303
Sale 13 Mar 2020 -27,700 10,53,645 0.7116
9 TIMF Holdings
10 Kuwait Investment
Authority Fund 226
At the beginning of the year 1148829 0.7886 11,48,829 0.7886
Sale 24 Jan 2020 -14,000 11,34,829 0.7668
Sale 07 Feb 2020 -43,000 10,91,829 0.7377
Sale 14 Feb 2020 -6,000 10,85,829 0.7337
Sale 21 Feb 2020 -24,500 10,61,329 0.7171

Company Company
Sale 28 Feb 2020 -150,767 9,10,562 0.6150
11 Franklin Asian Equity Fund
Sale 08 Nov 2019 -131,091 12,08,830 0.8209
Sale 15 Nov 2019 -192,084 10,16,746 0.6905
Sale 22 Nov 2019 -622,278 3,94,468 0.2666
Sale 29 Nov 2019 -4,547 3,89,921 0.2636
Sale 06 Dec 2019 -350,565 39,356 0.0266
Sale 13 Dec 2019 -23,736 15,620 0.0106
* The Top Ten Shareholders as on April 1, 2019 and March 31, 2020 are been considered for the above disclosure
** Date of Purchase/Sale has been considered as the date on which the beneficiary position was provided by the Depositories
to your Company.
(v) Shareholding of Directors and Key Managerial Personnel (KMP)
Sr. Name of the Director/KMP Shareholding at the Transactions during the year Cumulative Shareholding
(As on April 1, 2019) (April 1, 2019 to March 31, 2020)
No. of shares % of total Date of transaction* No. of shares No. of shares % of total
shares of the shares of the
Company Company
1. Mr. Raamdeo Agarawal
(Non-Executive Chairman)
Transfer (Gift) November 04, 2019 -1,00,000 86,53,755 5.87
Transfer (Gift) November 04, 2019 -1,00,000 85,53,755 5.80
2. Mr. Motilal Oswal (Managing
Director & Chief Executive
Officer)
At the end of the year – – 85,25,972 5.76
3. Mr. Navin Agarawal
(Managing Director)
At the beginning of the year 70,04,010 4.80
Purchase (ESOP) November 19, 2019 364,000 1,10,62,071 6.98
At the end of the year – – 73,68,010 4.98
4. Mr. Ajay Menon
(Whole-Time Director)
At the beginning of the year 4,00,000 0.27

Sr. Name of the Director/KMP Shareholding at the Transactions during the year Cumulative Shareholding
(As on April 1, 2019) (April 1, 2019 to March 31, 2020)
No. of shares % of total Date of transaction* No. of shares No. of shares % of total
shares of the shares of the
Company Company
5 Mr. Vivek Paranjpe
(Independent Director)
At the beginning of the year – – – –
At the end of the year – – – –
6 Mr. Praveen Tripathi
7 Mrs. Sharda Agarwal
8 Mrs. Rekha Shah
At the beginning of the year 280 0.00
At the end of the year 280 0.00
9 Mr. Shalibhadra Shah
(Chief Financial Officer)
At the beginning of the year 23,001 0.01 – –
At the end of the year – – 23,001 0.01
10 Mr. Kailash Purohit
(Company Secretary)
*Date of Transfer has been considered as the date on which the beneficiary position was provided by the Depositories to your Company.
V. Indebtedness
Indebtedness of the Company including interest outstanding / accrued but not due for payment
(R in Lakhs)
Particulars Secured Loans Unsecured Deposits Total
excluding deposits Loans Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 122,180 19,771 – 141,952
ii) Interest due but not paid – – – –
iii) Interest accrued but not due – 1,044 – 1,044
Total (i+ii+iii) 122,180 20,815 – 142,995
Change in Indebtedness during the financial year
Additions 10,000 100,985 110,985
Reduction 89,247 20,815 110,062
Net Change -79,247 80,170 – 923
Indebtedness at the end of the financial year
i) Principal Amount 42,933 100,039 – 142,972
ii) Interest due but not paid – – – –
iii) Interest accrued but not due – 946 – 946
Total (i+ii+iii) 42,933 100,985 – 143,918

VI. Remuneration of Directors and Key Managerial Personnel

(Amount in R)
Sr. Particulars of Remuneration Name of the MD / WTD / Manager Total
No. Mr. Raamdeo Mr. Motilal Mr. Navin Mr. Ajay Amount
Agarawal(1) Oswal Agarwal Menon
1 Gross salary
(a) Salary including Variables as per provisions 14,838,710 24,040,000 82,320,100 24,514,409 145,713,219
contained in Section 17(1) of the Income Tax, 1961
(b) Value of perquisites under Section 17(2) of the 1,968,175 0 (2)
95,479,300 39,600 97,487,075
Income tax Act, 1961
(c) Profits in lieu of salary under Section 17(3) of the – – – – –
Income Tax Act, 1961
2 Stock option (Number of options) – – – – –
3 Sweat Equity – – – – –
4 Commission – – – – –
– as % of profit – – – – –
– others (specify) – – – – –
5 Others, please specify – – – – –
Total (A) 16,806,885 24,040,000 177,799,400 24,554,009 243,200,294
Ceiling as per the Act Within the overall limits of 10% of the Net Profit of the Company
(1)
Remuneration details is till October 13, 2019
(2)
Include Perquisite value of R 95,431,700 on exercise of Employee Stock Options
A. Remuneration to other Directors: (Amount in R)
Particulars of Remuneration Independent Directors Non- Total

Executive Amount
Director
Mr. Vivek Mr. Praveen Mrs. Sharda Mrs. Rekha Mr. Raamdeo
Paranjpe Tripathi Agarwal Shah Agarawal (1)
(a) Fee for attending board and Committee 1,80,000 2,40,000 1,50,000 1,80,000 – 7,50,000
meetings
(b) Commission 7,50,000 7,50,000 7,50,000 7,50,000 6,00,000 36,00,000
(c) Others, please specify – – – – – –
Total (B) 9,30,000 9,90,000 9,00,000 9,30,000 6,00,000 43,50,000
Total Managerial Remuneration = (A) + (B)
Overall Ceiling as per the Act. Within the overall limits of 1% of the Net Profit of the Company
Appointed as Non-Executive Chairman w.e.f. October 14, 2019
(1)
B. Remuneration to Key Managerial Personnel other than MD / Manager / WTD (Amount in R)
Sr. Gross Salary Mr. Motilal Mr. Shalibhadra Mr. Kailash Total Amount
No. Oswal (CEO) Shah (CFO) Purohit (CS)
1 (a) Salary including Variables as per provisions – 12,097,604 2,241,003 14,338,607
contained in Section 17(1) of the Income
Tax, 1961
(b) Value of perquisites under Section 17(2) of – 32,400 – 32,400
the Income Tax Act, 1961
(c ) Profits in lieu of salary under Section 17(3) – – – –
of the Income Tax Act, 1961

Sr. Gross Salary Mr. Motilal Mr. Shalibhadra Mr. Kailash Total Amount
No. Oswal (CEO) Shah (CFO) Purohit (CS)
2 Stock Option (Number of options) – – – –
3 Sweat Equity – – – –
4 Commission – – – –
– as % of profit – – – –
– others, specify – – – –
5 Others, please specify – – – –
Total – 12,130,004 2,241,003 14,371,007
VII. Penalties / Punishment / Compounding of Offences(Under Companies Act , 2013): None

Raamdeo Agarawal
Date : May 11, 2020 (DIN: 00024533)

Management Discussion and Analysis
FY2020 was a challenging year for Indian market. NDA secured second term in the general elections and announced several economic
measures to revive domestic economic growth that has slumped to lowest in decade led by weak auto sales, muted growth in
personal and consumer loans and sluggish rural demand. The year saw various domestic events like default of a major housing
finance company, removal of Article 370 of the Constitution of India, revival of a major private bank, merger of public sector banks
etc. On global front the major events that made headlines include escalation in US China trade tensions and subsequently agreement
on phase I of trade deal, sharp rate cuts by US Fed and European Central Bank (ECB) bringing it back to all-time lows, completion
of BREXIT, fall in oil prices etc. However, the single biggest event of the year, which happened in last quarter, was origination and
spread of corona virus pandemic. The virus that originated in China rapidly covered all major countries, especially in the month of
March, 2020. Many economies implemented shutdown – partial or full and consequently economic activity was severely disrupted
globally. This also resulted in a fall in most asset classes including equities, commodities and currencies. In India, to check the
spread of the virus, government announced lockdown for 21 days till April 14 and later on extended it to May 31. Government first
announced an economic stimulus package worth R 1.7 trillion to help millions of low income cope with lockdown and a second
package of R 20 lakh crore later on to revive the country’s economy. A host of measures were taken by RBI to help liquidity conditions
in the economy which included Repo rate cut by 115 bps to 4%, moratorium of three months of EMIs on all outstanding loans which
was later on extended by another three months till August end, auction of targeted long term repo operations worth R 1 crore etc.
Although, International Monetary Fund slashed its FY2021 growth projection for India to 1.9% from 5.8% projected in January, India
stands to benefit in this uncertain environment. Disruption in global supply chain has highlighted risk of overdependence on a single
country. Many global MNCs are likely to consider diversifying their manufacturing operations from China and India could be a likely
beneficiary given the low corporate tax rate, skilled population, relatively low wages and a large domestic market. Thus, once the
situation stabilizes, India could see relatively stronger recovery.
Equity Markets-
Market had a roller coaster ride in FY2020. Both Sensex and Nifty closed at an all-time high of 42,273 and 12,430 respectively in the
month of January. Then came corona virus and as the pandemic rampaged across the world, Sensex and Nifty ended the year with
large negative returns. With India in midst of a complete lockdown, Sensex and Nifty closed at 29,469 and 8,598 levels respectively
in March, 2020.
FIIs sold massively during the month of March, 2020 with net equity outflows of R 620 billion but still ended FY2020 with net inflows
of R 65 billion. The size of outflow in March, 2020 was highest ever in one month and was around 0.4% of Indian market capitalization.
DIIs also witnessed net inflows of R 1293 billion which was 79% higher than the previous year.
Benchmark Indices Performance in FY2020 Historical P/E (x) Ratios of Nifty 50
35 –
30 –
8.8% 25 –
-11.0% -10.8%
-13.8% 20 – 19.38
-18.8% -18.0% 15 –
-22.1%
-26.0% 10 –
5–
India China US Hong- Korea Japan UK Germany
(Nifty) (Shan- (S&P Kong (Kospi) (Nikkei) (FTSE) (DAX) 0–
ghai 500) (Hang- 29-MAR- 29-MAR- 29-MAR- 29-MAR- 29-MAR- 29-MAR- 29-MAR- 29-MAR- 29-MAR- 29-MAR- 29-MAR- 29-MAR- 29-MAR-
Comp) Seng) 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
Source: Bloomberg Source: NSE

Management Discussion and Analysis (Contd..)
Quarter-wise Returns (YoY) of NSE Indices Volatility (Standard Deviation) of benchmark indices
across Market-Cap categories 2.0%
USA:DJIA India:Nifty 1.7%

Nifty 50 Nifty 500
1.1% 1.1%
1.9%
1.0%
7.1% 6.9%
0.9% 8.0%
1.0% 0.8% 0.8% 0.8%
-0.5% Q2FY20 Q4FY20 0.7% 0.7% 0.7%
7.0%
Q1FY20 Q3FY20 0.6%
-3.3% -3.8%
-29.4%-29.2% FY2013 FY2014 FY2015 FY2016 FY2017 FY2018 FY2019 FY2020
Source: NSE Source: Bloomberg
Business Streams and Outlook:

Motilal Oswal Financial Services Limited (MOFSL) is diversified financial services company with stock broking business activity. MOFSL
operates in businesses such as Retail and Institutional broking, Investment banking, Asset Management, Wealth Management,
Private equity and Housing finance. In each of the businesses MOFSL offers unique value proposition to its customers and creates
its niche in each of the business segment and command premium position over peers. MOFSL carries its lending business by running
Loan against shares book under the name of Motilal Oswal Finvest Limited and retail mortgage backed lending in affordable housing
segment under the name of Motilal Oswal Home Finance Ltd.
Ratings: During the year, CRISIL Limited reaffirmed the Credit Rating of “CRISIL A1+” the Commercial Paper Programme of
R 1,300 crores of the Company. CRISIL Limited assigned the Credit Rating of “CRISIL A1+” to the Commercial Paper Programme of
R 2,500 crores and reaffirmed “CRISIL A1+” to the Commercial Paper Programme of R 500 crores of Motilal Oswal Finvest Limited,
a subsidiary of the Company. ICRA Limited reaffirmed the credit rating of “[ICRA] AA(Stable)” rating with a stable outlook to the
NCD Programme of R 350 crores of the company. India Ratings and Research reaffirmed rating of “IND A1+” to Commercial Paper
Programme of R 1,300 crores of Motilal Oswal Financial Services Limited. India rating also reaffirmed rating of “IND A1+” to Commercial
Paper Programme of R 1,000 crores and assigned a new rating of “IND A1+” to Commercial Paper Programme of R 2,000 crores of
Motilal Oswal Finvest Limited, a subsidiary of the Company. The ratings indicate a strong degree of safety regarding timely servicing
of financial obligations.
Broking Business
Industry Facts
The average daily traded volumes (ADTO) for the equity markets during FY2020 stood at R 14.44 lakh crores, up 45% YoY from R 9.93
lakh crores in FY2019. The overall Cash market ADTO reported growth of 11% YoY at R 39,068 crores in FY2020. Delivery saw growth
of 3% YoY to R 9,140 crores v/s 8% de-growth in FY2018-19. Within derivatives, future volumes increased 0.4% YoY to R 87,950
crores while options rose 51% to R 13.17 lakh crores. Amongst cash market participants, retail constitutes 52% of total cash volume,
institution constitutes 25% of total cash volume and prop constitutes 23%. The proportion of DII in the cash market was 10.1%.
The increase in demat accounts during the year stood at 13% with total number of accounts as on March, 2020 at 4.08 crores. The
revival in market sentiments is expected to give push to the primary market activities and overall volumes.
Average Daily Volumes Segment-wise Overall ADTO Cash Market mix (%)
(R Lakh Crores) Proportions (%)
Cash F&O Delivery Industry Futures Options DII FII Prop Retail
2% 2% 1% 1% 1% 9% 9% 10% 10% 10%

14.4 5% 4% 3% 3% 1%
9% 6% 22% 20% 16% 15% 15%
17% 15% 12%
9.9 20% 17% 18% 22% 23%
6.8 14.0
77% 79% 83% 88% 91%
4.2 9.6 49% 54% 55% 53% 52%
3.0 6.5
2.8 3.8
0.2 0.2 0.3 0.4 0.4
FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2016 FY 2017 FY 2018 FY 2019 FY 2020
Source: NSE,BSE Source: BSE, NSE Source: NSE,BSE

Even though Indian equities witnessed continued net inflows from FIIs for most of the part of the financial year, with November
recording the highest since March 2019, still the total net inflows for FY2020 saw a major decline from the previous year. This was
mainly due to the highest ever sell-off by FIIs in the month of March, led by coronavirus-induced jitters. Contrary to that, net inflows
from DIIs in March was highest ever recorded. Despite volatilities and uncertainties, Indian households are seen to hold the interest
in equity and equity products with expectations of higher returns than traditional fixed income products.
FII net inflows into equities (R bn) Increase in demat accounts (crores) DII net inflows into equities (R bn)
New Accounts (mn) Existing Accounts (mn)
1293
4.8 1,145
4.0
4.1
561 2.5 804
2.0 721
260 269
23.3 25.4 27.8 31.9 35.9 308
65
-142
Our Broking Business

Research and advisory form the foundation of the company’s broking services. Brokerage serves participants across FIIs, domestic
institutions, HNIs and retail. This business comprises of two distinct units - Retail Broking & Distribution and Institutional Equities.
Retail Segment: Services offered include equities, derivatives, commodities, currency, depository services, distribution of investments
products like portfolio management services, mutual funds, primary equity offerings and other investment products.
Depository and distribution AUM (R bn) Retail broking and distribution clients Active clients upward trend (bn)
DP Assets (R bn) Distribution (R bn) 14,48,935

Active clients Market Share (clients)
CAGR: 16%
11,99,923
96 10,51,448
90
75 8,51,448
7,88,957
3% 4% 4% 4%
44 3%
18
256 450 607 590 468 0.17 0.21 0.31 0.32 0.38
Motilal Oswal Financial Services was successful in expanding its retail client base despite market headwinds during the year. The
company had more than 14,48,935 retail broking and distribution clients growing at a CAGR of 16% from FY2016-20. Client acquisition
stood at ~2,42,000 during the year, +72% YoY. Reflecting on the experiences and learnings in broking business, we adopted franchisee
based model few years ago. This model has yielded dividends across cycles, particularly in down-cycles. We have started with Insurance
broking business this year and registered strong premium collection in first year of business, envisaging future business potential.
We have tie-ups with HDFC Life, ICICI Pru Life and Bajaj Life for life insurance products. Our business focus remained to improve our
scale and competitiveness through enhanced customer experience, high-quality advisory, digital initiatives, assets-based product
distribution, system-driven trading products and network expansion. We have robust dedicated advisory desks for mass-retail and
affluent clientele. Our focus on knowledge, advisory, and client segmentation differentiates us from the threats of discount brokers.
We are progressively developing our distribution arm to achieve linearity in the cyclical nature of broking business. The distribution
revenues contribute 15% / 9.3% of the gross / net total income respectively with continual traction in distribution business. Our
financial product distribution AUM was R 9,034 crores as of Mar 2020, with net sales of R 924 crores in FY2020. Our leverage on our
strong retail network to cross sell financial products provides room for scaling up the business. In addition, our client penetration
at 16% of our total retail client base paves the way for growth scalability.

We have made several investments in our digital initiatives to improve client servicing, cost and speed. Our app portfolio includes
MO Investor and MO Trader, designed to match different consumer needs and experience. Our online volumes contribute ~57% of
the total retail volumes traded in March, 2020.
Institutional Broking: Our institutional broking provide offerings in the forms of cash and derivatives to domestic and foreign
institutions. We continued to acquire new empanelment and maintained it with +700 institutions. We witnessed improvement in
rank in several key accounts led by broad-based team servicing. We stood #1 in Overall Sales, Sales Trading & Corporate Access and
#2 in Best Local Brokerage awards category at Asia Money Brokers Poll 2019. We continued to strengthen our competitive positioning
through research offerings, corporate access outreach and sales and trading capabilities. Our research product portfolio in FY2020
consisted of 250+ companies covering 21 sectors. Our corporate access domain has always been a focus area with execution of
successful events like Annual Global Investor Conference (AGIC) and many unique events in India. We continued our successful trend
in conducting ‘AGIC’ in Aug 2019 and India Financials Day in Dec 2019. We also launched our 1st edition of Virtual Conference amid
lockdown period. Also, we engaged with several sectoral experts for domestic events.
Investment Banking
Industry Facts
The year witnessed a lull period for IPO/ECM deals owing to the lack of confidence in the emerging markets. The financial year saw
38 IPOs as compared to 42 in FY2019. The amount of funds raised through IPOs in FY2020 was ~R 27,336 crores vs ~R 36,405 crores in
FY2019. Some of the successful IPOs in FY2020 were IRCTC, CSB Bank, Polycab India, Metropolis Healthcare, Spandana Sphoorthy etc.
The number of QIPs remained at stagnant at 13 in FY2020. The amount of funds raised through QIPs in FY2020 was R 51,216 crores,
vs R 10,489 crores in the previous year.
Fund Raising - IPO Markets (R cr) M&A Deals (R cr)

IPO Amount ( Cr) IPO Issue Deal Value (R Cr) Deal Volume
1066 1086
81 1001 926
833
53
42 42
98,984 38
34,322 36,615 36,405 1,96,130 3,44,668 2,66,664 5,36,077 2,63,250

27,336
FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2016 FY 2017 FY 2018 FY 2019 FY 2020
Source: VC Circle, Internal Data Source: VC Circle, Internal Data
Our Investment Banking Business

FY2020 has been a year under pressure, the primary reason being volatile market sentiments which led many companies to put their
capital raising plans on hold. We follow an expertise-led approach focusing on specific sub-segments of strength, where we have
relationships and track record. Sectoral focus on BFSI, Auto, Consumer, Healthcare and Industrials will yield benefits in the medium
to long term. We continue to have rich pipeline, and are constantly engaging on a wide cross-section of mandated transactions
across capital markets and advisory. As the markets recover, we expect a number of these transactions to conclude successfully.
Asset Management
Industry Facts
Overall mutual fund industry AUM was R 22.26 lakh crores in FY2020. On the front of equity mutual fund (excluding arbitrage and
including balanced and ELSS), AUM stood at R 8.13 lakh crores contributing 37% of the total AUM. Despite higher gross flows, the net
inflows stood lower at R 0.6 lakh crore vs R 1.2 lakh crores in FY2019. The total flows to equity funds were impacted due to higher
redemptions with net outflows in Q4FY2020. The highlight of FY2020 includes rising SIP accounts and flows. The total SIP accounts
stood at 3.1 crores while the SIP contribution increased 8% from R 92,693 crores in FY2019 to R 1,00,084 crores in FY2020. During the
year, the asset management companies were exposed to various regulatory changes like slab wise TER on AUM (from April 1, 2019),
increase in ticket size in PMS from R 25 lakhs to R 50 lakhs, ban on set-up fees and upfront commission in PMS, Direct PMS scheme
option. The rationale behind the regulatory change is to act in favour on investors which bodes well for the industry in the long term.

Mutual fund AUM by Asset Class (R bn) Equity Net inflows (R bn) Equity MF AUM (R bn)
Others Balanced Liquid/Money Market
Debt Oriented ETFs (other than Gold) Equity Oriented
2% 1% 0% 3% 0%
3% 5% 8% 8% 6%
16% 18% 16% 18% 22%
10,207
2,608 8,667 8,129
46% 42% 37% 30% 32%
5,859
3% 6% 6% 1,187 4,060
1% 3% 1,070
937
558
31% 31% 36% 35% 34%
SIP gaining share in rising Equity AUM (R bn) Investor A/Cs in MF industry Equity assets as a % of BSE Mcap on a rise
SIP Flows (R bn) Flows in Equity MF (R bn) No. of Folios (in cr.) No. of SIP A/cs (in cr.) BSC MCap (in R tn)
8.2 8.7 Industry Equity AUM as % of Eq MCap
7.1
5.5 151
2,608 7% 142
4.8 7%
122 8%
7% 113
95
3.1 6%
2.6
1,070 1,187 1,001 2.1
937 927
672 558 1.2
317 439
0.9
Source: AMFI
Our Asset Management Business

Motilal Oswal Asset Management (MOAMC) operates PMS, AIF and Mutual Fund (MF) in the public equities space. MOAMC has
crafted its niche with majority of AUM in equities. Our public market AUM was R 29,691 crores as of March, 2020 after achieving
its peak in January 2020 at R 41,100 crores. As of March, 2020, our Mutual Fund AUM stood at R 15,980 crores, PMS AUM was at
R 11,628 crores and AIF AUM was at R 1,891 crores. The effect of industry wide impact on net sales was also seen in our AMC’s net
sales which stood at R 38 crores in FY2020. We firmly believe in our QGLP philosophy which has rewarded us over the years in terms
of performance and will continue to hold and improvise it. Our AMC business has always been the promoter of trail based model
and hence, the ban on upfront fee structure has been in our favour. Slab wise TER on AUM has triggered higher redemption in 1st
quarter of the year resulting in negative net flows for the quarter. However, improvement in performance of most the schemes and
effort of right communication to customers resulted in positive net flows for the remaining quarters of FY2020. The impact of TER
change has been shared with distributors in same proportion of commission sharing, so net impact to us is lower. On a blended basis,
our net yields stand at 0.84% in FY2020. As of Mar 2020, ~19% of our non-MF AUM was performance-fee-linked, within which AIF
was entirely performance-based. We aim to push more performance-linked AUM in both PMS and AIF, as it should help push net
yields. Our rank in Equity AUM was 15 whereas we continued to remain market leader in PMS industry. Our ~1.9% market share
in Equity MF AUM is expected to improve as we scale up further. We have significantly invested in branding and advertising in past
few years and the same has started realizing benefits in terms of brand-recall in the long term. While our business has built a strong
positioning across the domestic institution segment, it is now in process of tapping global pools of capital with offshore initiatives.
We are expecting traction in our offshore assets, going forward.
MOAMC AUM (R Crores) Market share (Equity-AUM) of MOAMC mutual funds
38,893
35,640
AUM CAGR:
30% 29,691
2.0% 1.9% 1.9%
20,303 1.5%
1.3%
10,478
FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2016 FY 2017 FY 2018 FY 2019 FY 2020

Private Equity
Industry Facts
2019 emerged as a favourable year for PE investments in India touching $37 bn, according to data from Venture Intelligence. 74
PE investments were pegged at and above $100 mn accounting for 74% of the total investments which included five investments
worth $1 bn. The infrastructure industry took the large share of the pie with 40% of the investments attracting $14.7 billion with
74 deals. Meanwhile, the energy industry led by Brookfield’s $1.9 bn investment in Reliance Pipeline Infra also saw a growth in
investments taking the share to $4.9 bn. The RIL-Brookfield partnership further extended into telecom, with the Canadian investor
agreeing to push about $3.7 bn in an SPV that will acquire a controlling stake in Jio’s tower infrastructure company. IT companies
also saw an appreciation in investments with PayTM raking $1 bn by US-based T Rowe Price. The industry received 32% of the total
PE investments in the year passing by as 9 new unicorn companies were raised, which include Delhivery, Dream11, BigBasket, Rivigo,
Druva Software, Icertis, Citius Tech, Ola Electric, and Lenskart. In the past few years, the government was successful in implementing
friendly regulations like removal of initial public offering (IPO) lock up for AIF investors, banks being allowed to invest in AIF 1 and 2
domestically, and clarification on the characterisation of tax for AIF and blanket exemption from angel tax for all start-ups. This put
together is expected to bode well for the private markets in the long term.
PE-VC Investments in India Sectors wise Deal Proportion
Amount ($ bn) No. of Deals IT Energy
36.2 37.0
Telecom BFSI Others
877 846
967
937
24.1 861
32%
17.6 31%
13.3
12% 13%
12%
CY2015 CY2016 CY2017 CY2018 CY2019
Source: Venture Intelligence
Our Private Equity Business

Our PE arm manages three growth capital funds and four real estate funds. The QGLP philosophy is extended in private equity
business too. The growth funds focus on themes that may benefit from structural changes like domestic consumption, domestic
savings, infrastructure, etc. MOPE Funds have been successful in gaining investors’ confidence with stellar returns over the years.
IBEF I has delivered a portfolio XIRR of 27.9%. Fund II has committed 100% across 11 investments so far after raising commitments
from marquee institutions and exits from fund will contribute, going forward. Strong performance and positioning has enabled
MOPE to raise Fund III (“IBEF-III”) in very quick succession to Fund II. Fund III was launched in FY2018, which, after exhausting its
green-shoe option, stands fully raised at ~R 2,300 crores. IBEF III has already deployed around ~R 980 crores across 6 investments
and, the Fund is extensively evaluating opportunities across its preferred sectors.
The encouraging performance is not limited to growth funds but real estate funds too. IREF I has fully exited from all 7 investments,
translating into ~118% capital returned to investors. IREF II is fully deployed across 14 investments. The Fund has secured 10 complete
exits and 1 structured exit and has returned money equaling 125.4% of the Fund Corpus back to the investors. Average IRR on exited
investments is 21.4%. IREF III has deployed R 1,354 crores including reinvestments across 24 investments. The Fund has secured 6
full exits and has returned money equaling 26.4% representing income earned & distributed to its investors. Average IRR on exited
investments is 22.4%. IREF IV, launched in the third quarter of 2018 achieved its final close in February 2020 at R 1,148 crores. The
fund has deployed R 530 crores across 9 investments. Going forward, our focus will be on opportune on growth stories in private
space and provide best returns through our existing and future funds.
Wealth Management
Industry Facts
As per latest Karvy Wealth Report, India’s individual wealth stands at R 430 lakh crores as of FY2019 which has grown at 10% on YoY
basis. More-over the proportion of financial assets in the total wealth has grown to 61% in FY2019 from 58% in FY2017. The financial
assets grew at 11% YoY to R 262 lakh crores. The year witnessed an increase in share of cash, provident fund and mutual funds. The
proportion of equity and equity products in the financial asset mix declined from 21% in 2018 to 20% in 2019. The composition of
equities in overall assets is still very less in India, as compared to the world. In the last 5 years, HNI population in India has grown by
64% to reach 2.56 lakhs in 2018 from 1.56 lakhs in 2014. It is estimated that individual wealth in India will grow at a CAGR of 13.2%
over next 5 years which is more than the global average.

Growth in individual wealth held in financial and Individual wealth in

physical assets (R Lakh Crores) various financial assets in 2019 (%)
Financial Assets Physical assets
19.9 21.3
168
156 17.5
14.1
13.1
7.8
262 6.3
236
Direct FDs & Insurance Saving Cash PF Others

FY 2018 FY 2019 Equity Bonds Deposit
Source: Karvy Private Wealth Report 2019
Our Wealth Management Business

Our wealth AUM stood at R 15,624 crores during FY2020. We implemented conservative approach in Relationship Manager (RM)
additions in this volatile year and rather focused more on training and knowledge development. We follow philosophy of ‘home
grown talent’ which involves lower-cost junior RMs to assist the senior RMs to expand their books, while getting mentored to
take a bigger role in the future. The rise in RM vintage and play of operating leverage will lead to scaling up of margins. The client
acquisition too saw an encouraging growth with number of families under our business increasing 13% YoY to 4,186. This traction
was largely a result of our RM base and our advisory capabilities. Our product mix contains ~61% of the equity products which
helps in garnering higher yields. Also, inclination towards trail based model since inception has kept the business immune from any
regulatory changes. Our trail revenues, which account for 70% of total revenues, now cover 80% of fixed costs. This will provide
cushion to margins in downturn.
Housing Finance
Industry Facts
As per ICRA’s report, the total outstanding housing credit as on December 2019 stood at R 20.7 lakh crores. Out of the total
outstanding credit, Housing Finance Companies (HFCs) and Non-Banking Financial Corporations (NBFCs) contributed around R 7 lakh
crores. The share of HFCs in the credit portfolio remained consistent at 34% even after slower growth in disbursements. The dip in
growth was due to lower disbursements because of continued funding constraints for the sector. Also, the HFCs resorted to higher
activity in securitization of assets/portfolio sale outs to maintain the liquidity balance. The stagnant growth in HFCs was opportune
by banks which led to overall market growth of ~13% till December 2019. The share of CP borrowings remained at 5% of the overall
borrowings of HFCs as on December 2019. The CP borrowings have largely been refinanced by bank borrowings, the share of which
increased to 26% as on December 2019 from 24% as on March 31, 2019, and by securitization, the share of which increased to 14%
of the overall borrowing mix from 12% during the same period. The Covid-19 induced slowdown is likely to impact the performance
of HFCs. Although various initiatives have been taken by the Government and the RBI to bolster the segment, the business growth
and key performance parameters are expected to weaken over the next 1-2 quarters. As per ICRA, the housing credit growth is
expected in the range of 7%-10% in FY2021. The growth is estimated to be slower in H1 FY2021 while recovery in H2 FY2021 would
depend on the overall economic turnaround.
YoY Trend in housing credit in India (R Lakh Crores) Industry’s Borrowings mix in all HFCs
HFCs Bank Off Balance Sheet Others NHB Re-finance FD CP NCD Bank
20.7
19.1
9% 13% 14%
16.6 4% 4% 4%
14.3 14% 13% 15%
12.3 13.7 10% 6%
12.2 5%
10.4 10.3
8.8 9.1 42% 39% 34%
7.9
6.6
5.7
6.3 6.9 7.0 24% 26%
3.1 3.8 4.4 5.2 19%
FY 2014 FY 2015 FY 2016 FY 2017 FY 2018 FY 2019 9MFY2020 FY 2018 FY 2019 9MFY2020
Source: ICRA
Our Housing Finance Business

We cater to pure-retail affordable housing space through Motilal Oswal Home Finance (previously known as Aspire Home Finance
Corporation). During the year, we concentrated our efforts in re-building our home finance business in terms of processes, system,
manpower and structure to strengthen our business. As a result, we followed a conservative approach in our disbursements which

stood at R 192 crores in FY2020. The loan book stood at R 3,667 crores across 47,900+ families as of Mar 2020. Our average ticket-size
at sourcing stood at R 8.8 lakhs in FY2020. We have put in place a vertical organization structure comprising sales, credit, collection
and technical team. The implementation of cluster level credit layer along with 4 layer credit approval system based on loan ticket
sizes and differentiated pricing methodology for loans based on risk type should likely result in improve underwriting, going forward.
MOHFL has sold NPA book of R 424 cr at ~50% haircut this has resulted in multiple benefits including lower NPAs. We have received
credit rating upgrade from CRISIL to AA-/Stable from earlier A+/Stable. This rating upgrade was on account of corrective measures
taken with visible positive developments on new management team, strengthening collections and recovery teams, enhanced credit
appraisal and risk monitoring and strong capital position. This also represents the conviction we have over our efforts to revive this
business. Our gearing declined to 3.4x as of Mar 2020. Our liability profile remains diversified with ~51% of the borrowings from
the capital markets in the form of NCDs and ~49% from banks. MOHFL had credit lines from 22 banks as of Mar 2020. We have
limited borrowing repayments for next 1 year, strong undrawn borrowing lines and ALM places us in comfortable liquidity situation.
We have invested significantly in technology to reduce operational costs and turnaround-times. Also, the mobile apps for sales and
credit teams coupled with newly framed processes are expected to deliver much better outcomes in future. FY2020 loan portfolio
consisted of salaried and self-employed in the ratio of 55:45. However, going forward, our focus would be more on self-employed
segment which will enhance our yields.
Fund based activities focusing on ‘skin in the game’ approach and enhancing Return on Equity
In line with the long term strategy to grow RoE sustainably, MOFSL had made strategic allocation of capital to long term RoE enhancing
opportunities like Motilal Oswal Home Finance Ltd, and sponsor commitments to our mutual fund and private equity funds. As of
Mar 2020, our total quoted equity investments stood at R 1,220 crores. Unrealized gain on all investments was ~R 172 crores. These
unrealized gains on investments have been reported in the P/L account for the year. The reported ROE was 6.6% for the year and
will grow followed by exits in private equity funds, as and when they reach their exit-stage.
Key Ratios
The ROE during the year FY2020 stood at 6.6% vs 10.8% in FY2019. Drop in ROE was primarily on account of MTM based loss. EBITDA
and Net profit margins stood at 37% and 9% respectively in FY2020 (after intercompany adjustments). Debt to Equity ratio stood at 1.5x.
Opportunities and Threats

Opportunities
• Long-term economic outlook positive, will lead to opportunity for financial services
• Growing Financial Services industry’s share of wallet for disposable income.
• Regulatory reforms would aid greater participation by all class of investors
• Leveraging technology to enable best practices and processes
• Corporates looking at consolidation / acquisitions / restructuring opens out opportunities for the corporate advisory business
Threats
• Execution risk
• Short term economic slowdown impacting investor sentiments and business activities
• Slowdown in global liquidity flows
• Increased intensity of competition from local and global players
• Market trends making other assets relatively attractive as investment avenues
Strengths
• Strong Brand name
‘Motilal Oswal’ is a well-established brand among retail and institutional investors in India. MOFSL believes that its brand is
associated with high quality research and advice as well as corporate values like integrity and excellence in execution. The
company has been able to leverage its brand awareness to grow its businesses, build relationships and attract and retain talented
individuals.
• Experienced top management
The promoters, Mr Motilal Oswal and Mr Raamdeo Agrawal are qualified chartered accountants with over three decades of
experience each in the financial services industry. The top management team comprises qualified and experienced professionals,
with a successful track record. The company believes that its management’s entrepreneurial spirit, strong technical expertise,
leadership skills, insight into the market and customer needs provide it with a competitive strength, which will help to implement
its business strategies.

• Integrated financial services provider

The broad range of offerings under Broking and Distribution, Institutional Equities, Asset Management, Wealth Management,
Investment Banking, Private Equity and Housing Finance business, helps to foresee client requirements and provide full-fledged
services under single platform. The production and distribution of all financial products and services helps the company’s
advisors and clients to attain client’s financial objectives with best in class services.
• Independent and insightful research
MOFSL believes that its understanding of equity as an asset class and business fundamentals drives the quality of its research
and differentiates it from its competitors. The research team is focused on equities, derivatives and commodities.
• One of largest distribution network – 2,500+ outlets across 600 cities
MOFSL’s financial products and services are distributed through a pan-India network. The business has grown from a single
location to a nationwide network spread across 2,500+ business locations operated by business associates or directly through
own branches in 600 cities. This extensive network provides opportunities to cross sell products and services, particularly as
the company diversifies into new business streams. In addition to the geographical spread, MOFSL also offers an online channel
to service customers.
• Established leadership in Franchisee business

One of the key strengths has been the successful establishment of the franchisee business. The company’s relationship with
the franchisees has become stronger as they grew. MOFSL has multiple business partner models in franchising and is strongly
committed to enhance growth and profitability of each of its franchisee.
• Strong risk management
Risk exposure is monitored and controlled through a variety of separate but complementary financial, credit, operational,
compliance and legal reporting systems. Risk management department analyses this data in conjunction with the company’s
risk management policies and takes appropriate action where necessary to minimize risk.
• State of art infrastructure

MOFSL has consolidated its businesses under one Corporate Office – Motilal Oswal Towers. The integration of multiple MOFSL
businesses provides a great opportunity to present a holistic solution to client needs and facilitates the “One Firm” philosophy. The
infrastructure has been extensively leveraged upon to build deeper connect with our customers, business partners and corporates.
• Financial prudence
MOFSL’s operating margins continue to remain stable despite the fluctuations in market volumes and revenues. This is a result
of creating a robust business model that can withstand the cyclical fluctuations in business volumes and simultaneously capture
the opportunities provided by the structural growth of India. During the year, CRISIL Limited reaffirmed the Credit Rating of
“CRISIL A1+” the Commercial Paper Programme of R 1,300 crores of the Company. CRISIL Limited assigned the Credit Rating
of “CRISIL A1+” to the Commercial Paper Programme of R 2,500 crores and reaffirmed “CRISIL A1+” to the Commercial Paper
Programme of R 500 crores of Motilal Oswal Finvest Limited, a subsidiary of the Company. ICRA Limited reaffirmed the credit
rating of “[ICRA] AA(Stable)” rating with a stable outlook to the NCD Programme of R 350 crores of the company. India Ratings
and Research reaffirmed rating of “IND A1+” to Commercial Paper Programme of R 1,300 crores of Motilal Oswal Financial
Services Limited. India rating also reaffirmed rating of “IND A1+” to Commercial Paper Programme of R 1,000 crores and assigned
a new rating of “IND A1+” to Commercial Paper Programme of R 2,000 crores of Motilal Oswal Finvest Limited, a subsidiary of
the Company. The ratings indicate a strong degree of safety regarding timely servicing of financial obligations.
Risks and concerns

The company is primarily exposed to credit risk, interest rate risk, liquidity risk and operational risks. Internally, it has constituted
the Asset Liability Management Committee to manage these risks. This team identifies, assesses and monitors all principal risks in
accordance with defined policies and procedures. The committee is headed by the Chairman & Managing Director.
The Board Level Committees viz. Audit Committee and Risk Management Committee oversee risk management policies and
procedures. It reviews credit and operational risks while the Asset Liability Management Committee reviews policies in relation to
investment strategy and other risks like interest rate risk and liquidity risk.
Internal control systems and their adequacy

The company’s internal control systems are adequate and provide, among other things, reasonable assurance of recording transactions
of operations in all material respects and of providing protection against significant misuse or loss of company assets.
Internal audit is conducted by Aneja and Associates, to assess the adequacy of the internal controls procedures and processes, and
their reports are reviewed by the Audit Committee of the Board. Policy and process corrections are undertaken based on inputs
from the internal auditors.

Report on Corporate Governance
REPORT ON CORPORATE GOVERNANCE

[As per regulation 34(3) read along with Schedule V(C) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)]
Corporate Governance Philosophy

The Company has set itself the objective of achieving excellence in its business. As a part of its growth strategy, the Company believes
in adopting the ‘best practices’ that are followed in the area of Corporate Governance. The Company’s Philosophy on corporate
governance oversees business strategies and ensures fiscal accountability, ethical corporate behavior and fairness to all stakeholders
comprising regulators, employees, customers, vendors, investors and the society at large.
The Company continuously monitors its governance practices and benchmarks itself to the best governed companies across the
industry. The Company believes in pursuing holistic growth and realizes its responsibility towards its stakeholders and environment.
The Board considers itself as a Trustee of its Shareholders and acknowledges its responsibilities towards them for creation and
safeguarding their wealth. The Company’s comprehensive Corporate Governance practices ensures that the Company always works
optimally, protecting the best interests of the stakeholders and withholding the reputation and status of the Company.
Board of Directors (“Board”)

Composition of Board:
The Company is in compliance with the provisions of Section 149 of the Companies Act, 2013 (“the Act”) and Regulation 17 of the
Listing Regulations. As on March 31, 2020, the Board consists of Eight Directors comprising of Three Executive Directors, one Non
Executive Director and Four Independent Directors including two Woman Directors. The Company has a Non-Executive Chairman &
he is Promoter of the Company and thus, 50% (Fifty Percent) of the total number of Directors are Independent. The Management of
the Company is headed by Mr. Motilal Oswal, Managing Director & Chief Executive Officer of the Company, who operates under the
supervision and control of the Board. The Board reviews and approves strategy and oversees the actions and results of management
to ensure that the long-term objectives of enhancing stakeholders’ values are met.
All the Independent Directors have confirmed to the Board that they meet the criteria for Independence in terms of the definition
of ‘Independent Director’ stipulated under Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Act. These
confirmations have been placed before the Board.
There were no material, financial and / or commercial transactions entered into between the Senior Management and the Company
which could have potential conflict of interest with the Company at large. None of the Directors of the Company are inter-se related
to each other.
Board Process:
The Board meets at regular intervals to discuss and decide on Company’s business policy and strategy apart from other normal
business. The Board Meetings (including Committee Meetings) of the Company are scheduled after getting confirmation on dates
from Directors well in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.
However, in case of a special and urgent business need, the Board’s approval is taken by passing resolution(s) by circulation, as
permitted by law, which is noted in the subsequent Board Meeting.
The detailed Agenda together with the relevant attachments is circulated to the Directors in advance. All major agenda items are
backed by comprehensive background information to enable the Board to take informed decisions.
Where it is not practicable to circulate any document in advance or if the agenda is of a confidential nature, the same is tabled at
the meeting. In special and exceptional circumstances, consideration of additional or supplementary items is taken up with the
approval of the Chair and majority of the Independent Directors. Senior Management Personnel are invited to the Board / Committee
meeting(s) to provide additional inputs for the items being discussed by the Board / Committees thereof as and when necessary.
The Chairman / Managing Director apprises the Board at every meeting on the overall performance of the Company, followed by
the detailed presentation by Chief Financial Officer of the Company.
The Company Secretary is responsible for preparation of the Agenda and convening of the Board and Committee meetings. The
Company Secretary attends all the meetings of the Board and its Committees, advises / assures the Board on Compliance and
Governance principles and ensures appropriate recording of minutes of the meetings.
For facilitating circulation of Board folders in electronic form and reducing consumption of papers, the Company has adopted a
web-based application for transmitting Agenda, Minutes and other papers relating to Board / Committee Meeting(s). The Directors
of the Company receive the Board papers in electronic form through this application, which can be accessed only through i-Pad. The

Report on Corporate Governance (Contd..)
application meets the high standards of security and integrity that is required for storage and transmission of Board / Committee
Agenda and Minutes in electronic form.
The Board provides the overall strategic direction and periodically reviews strategy and business plans, annual operating and
capital expenditure budgets and oversees the actions and results of the management to ensure that the long term objectives of
enhancing shareholders’ values are met. The Board also, inter alia, considers and reviews investment and exposure limits, adoption
of quarterly / half-yearly / annual results, transactions pertaining to purchase / disposal of property, major accounting provisions
and write-offs, Minutes of Meetings of the Audit and other Committees of the Board, Minutes of the Meetings of the Subsidiary
Companies and information on recruitment of officers at the Board level and the Key Managerial Personnel. The Board periodically
reviews compliance reports of all laws applicable to the Company.
The draft Minutes of the proceedings of the meetings of the Board / Committee(s) are circulated to all the members of the Board
or the Committee for their perusal, within fifteen days from the date of the conclusion of the Meeting. Comments, if any, received
from the Directors are incorporated in the Minutes, in consultation with the Chairman. The Minutes are approved by the members
of the Board / Committee(s), prior to the next meeting and confirmed thereat.
Information to the Board:

The Board has complete access to the information within the Company, which inter alia includes–
• Annual revenue budgets and capital expenditure plans of the Company and its subsidiaries.
• Quarterly results and results of operations of subsidiaries.
• Financing plans of the Company.
• Minutes of the meetings of the Board of Directors and Committees of the Board.
• Minutes of the Board Meetings of subsidiaries.
• Details of potential acquisitions or collaboration agreement, if any.
• Material default, if any, in the financial obligations to and by the Company or substantial non-payment for services rendered,
if any.
• Any issue, which involves possible public liability claims of substantial nature, including any judgment or order, if any, which
may have strictures on the conduct of the Company.
• Developments in respect of human resources.
• Non-compliance of any regulatory, statutory nature or listing requirements and investor service such as non-payment of dividend,
delay in share transfer, etc., if any.
Performance Evaluation:
In terms of provisions of the Act read with Rules issued there under and Regulations 17 and 19 of the Listing Regulations, the
Board, on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board.
Accordingly, the performance evaluation of the Board, each Director and the Committees was carried out for the financial year ended
March 31, 2020. The evaluation of the Directors was based on various aspects which, inter alia, included the level of participation
in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with the environment and
effectiveness of their contribution, etc.
Meeting of Independent Directors:

Section 149(8) of the Act read with Schedule IV of the Act requires the Independent Directors of the Company to hold at least
one meeting in a financial year, without the attendance of non-independent directors and senior management. The Independent
Directors of the Company met on May 11, 2019, pursuant to the provisions of the Act and the Listing Regulations. The Chairman of
said Meeting of Independent Directors was Mr. Praveen Tripathi.
Familiarization Programmes for Independent Directors:

The Company has familiarized the Independent Directors of the Company with Programmes which aims to provide them in
depth insight and understanding of the Company’s business and operations, which enables and assists them in performing their
role as Independent Directors of the Company. The Company’s Policy of conducting the familiarization programmes along with
the details of the programmes imparted to the Independent Directors has been disclosed on the website of the Company at
https://www.motilaloswalgroup.com/Downloads/IR/315816220Familiarization-Programmes-for-Independent-Director_2020.pdf

Matrix setting out the Skills / expertise / competence of the Board of Directors:

The following is the list of core skills / expertise / competencies possessed by the Board of Directors of the Company, which are
essential for the functioning of the Company in an effective manner:
Sr. No. Skills/expertise/competences Name of the Directors
1. Business Expertise (Broking & Distribution, Wealth Management, Housing Mr. Motilal Oswal, Mr. Raamdeo Agarawal, Mr. Navin
Finance, Private Equity, Institutional Equities, Investment Banking, Asset Agarwal, Mr. Ajay Menon, Ms. Sharda Agarwal
Management, Loan Against Securities)
2. Corporate Finance & Fund based Mr. Motilal Oswal, Mr. Raamdeo Agarawal, Mr. Navin
Agarwal, Mr. Ajay Menon, Mr. Praveen Tripathi.
3. Legal, Compliance & Governance, Information Technology Mr. Motilal Oswal, Mr. Raamdeo Agarawal, Mr. Ajay
Menon, Ms. Rekha Shah
4. Market Research, Marketing & Human Resource Mr. Raamdeo Agarawal, Mr. Navin Agarwal, Mr. Vivek
Paranjpe, Mr. Praveen Tripathi, Ms. Sharda Agarwal
Board Meetings held during the year:

During the FY2019-20, the Board met Seven times i.e. on May 11, 2019, July 05, 2019, July 31, 2019, August 26, 2019, October 24, 2019,
January 22, 2020 and March 21, 2020. The maximum gap between any two meetings was not more than one hundred and twenty
days. The required quorum was present at all the above meetings. The meetings of the Board are generally held at the Registered
Office of the Company.
Attendance & Other details:

The attendance of the members of the Board at the meetings held during the FY2019-20 and at the previous Annual General Meeting
(“AGM”) held on July 31, 2019 and also the number of other Directorships and Memberships / Chairpersonship of Committees held
by them as on March 31, 2020 are as follows:
Name of the Director Category DIN Board Meetings Attendance Number of Directorships and No. of
at the Committee Membership/ Independent
previous Chairpersonship (including in Company) Directorships
No. of No. of AGM Directorship(1) Member(2) Chairman(2) (3) (including
meetings held meetings in Company)
during the year attended
Mr. Raamdeo Agarawal P, C & NED 00024533 7 7 Present 8 3 – –
Mr. Motilal Oswal P, MD&CEO 00024503 7 7 Present 8 3 1 –
Mr. Navin Agarwal MD 00024561 7 7 Present 6 3 – –
Mr. Ajay Menon WTD 00024589 7 6 Present 4 1 1 –
Mr. Vivek Paranjpe ID 03378566 7 6 Present 2 1 – 2
Ms. Rekha Shah ID 07072417 7 6 Present 4 4 1 1
Mr. Praveen Tripathi ID 03154381 7 7 Present 5 1 1 1
Ms. Sharda Agarwal ID 00022814 7 5 Present 4 2 1 2
P – Promoter, C – Chairman, MD&CEO – Managing Director & Chief Executive Officer
WTD – Whole-Time Director, ID – Independent Director, NED – Non-Executive Director
Notes:
(1)
Section 8 companies are excluded.
(2)
Memberships include Chairpersonship. Only memberships of Audit Committee and Stakeholders Relationship Committee are
considered. This includes memberships in deemed public company.
(3)
Only Equity listed companies are considered.
• None of the Directors on the Board are Member of more than 10 Committees and Chairman of more than 5 Committees
across all listed entities in which they hold Directorship.
• None of the Independent Directors hold office as an Independent Director in more than seven equity listed companies.
• Further, no Executive Director of the Company is serving as an Independent Director in any company.

Details of Directorship in Listed Entities as on March 31, 2020:

The details of directorship held by Directors of the Company in other listed entities as on March 31, 2020 are as follows:-
Sr. No. Name of the Director Name of the Listed Entity* Category of Directorship
1 Mr. Vivek Paranjpe Power Mech Projects Limited Independent Director
2 Ms. Sharda Agarwal Future Lifestyles Fashion Limited Independent Director
*Equity Listed Entities are covered
Committees of the Board:

With a view to have a more focused attention on the business and for better governance and accountability, the Board has constituted
including but not limited to various below mentioned Committees under the Act and Listing Regulations for compliance and / or
administrative purpose. All decisions pertaining to the constitution of the Committees, appointment of members and fixing of terms
of reference for the Committee is taken by the Board of Directors. The Committees make specific recommendations to the Board
on various matters whenever required. All observations, recommendations and decisions of the Committees are placed before the
Board for information or for approval:-
1) Audit Committee;
2) Nomination and Remuneration Committee;
3) Stakeholders Relationship Committee;
4) Corporate Social Responsibility Committee;
5) Risk Management Committee;
6) Finance Committee
7) Business Responsibility Committee
1) Audit Committee
The terms of reference of the Committee are as follows:
1. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the
financial statement are correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the
Board for approval, with particular reference to:
a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms
of clause (c) of sub-section 3 of Section 134 of the Act.
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the exercise of judgment by management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer
document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds
of public or rights issue and making appropriate recommendations to the Board to take up steps in this matter;
7. Reviewing and monitoring the auditor’s independence and performance and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing
and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud
or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit
discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case
of non-payment of declared dividends) and creditors;
18. To review the functioning of the Whistle Blower mechanism/Vigil Mechanism;
19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function
or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.
20. To review the utilization of loans and / or advances from / investment by the holding company in the subsidiary exceeding
rupees 100 crore or 10% of the asset size of the subsidiary.
Composition, Meetings and Attendance:
During the FY2019-20, the Audit Committee met five times i.e. on May 11, 2019, July 05, 2019, July 31, 2019, October 24, 2019
and January 22, 2020. The maximum gap between any two meetings was not more than one hundred and twenty days.
The details of the Composition of the Committee, number of meetings held and the attendance of the Members are given
herein below:-
Name of the Member Category Designation in the Committee No. of Meetings
Held Attended
Mr. Praveen Tripathi ID Chairman 5 5
Mr. Vivek Paranjpe ID Member 5 4
Ms. Sharda Agarwal ID Member 5 3
Ms. Rekha Shah ID Member 5 5
Mr. Raamdeo Agarawal (1)
C&NED Member 3 3
(1) Ceased to be Member w.e.f. July 31, 2019.

Mr. Sudhir Pillai, Partner of Walker Chandiok & Co. LLP, Chartered Accountants, Statutory Auditors and Mr. Naren Aneja,
Aneja & Associates, Internal Auditors are permanent invitees to the Audit Committee Meetings. The internal auditor reports
directly to the Audit Committee.
2) Nomination and Remuneration Committee

1. Formulate criteria to qualify individuals who may become Director or who may be appointed in senior management level
of the Company and recommend to the Board of such appointments and removal.
2. Carry out performance evaluation of all Directors.
3. Formulate the criteria for determining qualifications, positive attributes and independence of a Director.
4. Recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other
employees. The policy shall be referred as Nomination and Remuneration policy.
5. To decide on the commission payable to the Directors within the prescribed limit and as approved by the shareholders of
the Company.

6. To devise the policy on Board’s diversity.

7. To formulate, implement and administer Employee Stock Option Scheme(s) of the Company and grant stock options to
the employees.
8. To recommend to the Board, all remuneration, in whatever form, payable to Senior Management.
9. To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification,
amendment or modification, as may be applicable.
10. To decide whether to extend or continue the term of appointment of the independent director on the basis of report of
performance evaluation of independent director.
During the FY2019-20, the Committee met three times i.e. on May 11, 2019, July 31, 2019 and October 24, 2019. The
details of the Composition of the Committee, number of meetings held and the attendance of the Members are given
herein below:-
Held Attended
Mr. Vivek Paranjpe ID Chairman 3 2
Mr. Raamdeo Agarawal(1) C& NED Member 1 1
Mr. Motilal Oswal (2)
MD&CEO Member 2 2
Mr. Praveen Tripathi ID Member 3 3
Mr. Sharda Agarwal ID Member 3 2
(1) Appointed as Member w.e.f. October 14, 2019.

(2) Ceased to be Member w.e.f. October 13, 2019.
Nomination and Remuneration Policy:

The success of the organization in achieving good performance and good governing practice depends on its ability to attract
and retain individuals with requisite knowledge and excellence as Executive and Non-Executive Directors. With this objective,
the Board and the Nomination and Remuneration Committee decides on the appointment and remuneration to be paid to the
Non-Executive Directors.
While deciding on the remuneration to the Directors, the Board and Nomination and Remuneration Committee considers the
performance of the Company, the current trends in the industry, the qualifications of the appointee, his experience, level of
responsibility, past performance and other relevant factors.
The Board and Nomination and Remuneration Committee carry the performance evaluation of the Directors. Accordingly,
on the basis of the report of the performance evaluation of Directors including Independent Directors, the Company decides
whether to extend or continue the term of appointment of the Independent Directors. The criteria of performance evaluation
of Directors includes the effectiveness in decision making, effectively facilitates the Board Meeting, demonstrating knowledge,
etc.
The detailed Policy of the Company on Nomination and Remuneration including the criteria of making payments to
Directors, Key Managerial Personnel (“KMP”) and Senior Management is uploaded on the Website of the Company at
https://www.motilaloswalgroup.com/Downloads/IR/724496156Nomination-and-Remuneration-Policy.pdf
Remuneration to Directors:
Mr. Motilal Oswal, Mr. Raamdeo Agarawal and Passionate Investment Management Private Limited are the Promoters of the
Company.
Mr. Motilal Oswal, Mr. Navin Agarwal and Mr. Ajay Menon, draws remuneration from the Company. Mr. Raamdeo Agarawal was
appointed as Joint Managing Director for the period of 5 years from October 14, 2014 to October 13, 2019 and was accordingly
drawing monthly remuneration from the Company for the said period. Since his tenure has expired on October 13, 2019, he
continued as Non-Executive Director and was appointed as Non-Executive Chairman w.e.f. October 14, 2019. Apart from the
reimbursement of expenses incurred in discharge of their duties and the sitting fees and commission that the Independent
Directors would be entitled to receive under the Act, none of the Independent Directors has any other material pecuniary

relationship or transactions with the Company, its Promoters, its Directors, its Management, its Subsidiary Companies and its
Associate Companies which would affect their independence.
Remuneration to the Executive Directors

(Amount in r)
Name of the Director Category Salary (1) Variable Pay Perquisites Total
Mr. Raamdeo Agarawal (2)
C & NED 14,838,710 – 1,968,175 16,806,885
Mr. Motilal Oswal MD&CEO 24,040,000 – – 24,040,000
Mr. Navin Agarwal MD 22,320,100 60,000,000 (3)
95,479,300 177,799,400
Mr. Ajay Menon WTD 9,514,409 15,000,000 39,600 24,554,009
Total 243,200,294
(1)
Based on policy formulated by the NRC and approved by the Board.
(2)
(3)
Include Perquisites value of R 95,431,700 on exercise of Employee Stock Options
• The aforesaid Managerial remuneration does not include Provision for Gratuity and Insurance Premiums for medical and
life.
• The Executive Directors are provided with various benefits including reimbursement of expenses, leave travel concession
etc.
• None of the Executive Directors of the Company have received the pension and severance fees from the Company. Also,
the Company has not entered into the service contracts and there is no provision of notice period in the Company for
Directors.
Remuneration paid to Non-Executive Directors

The Independent Directors are paid a sitting fees of R 20,000/- for every Meeting of the Board and R 10,000/- for every meeting
of the Committees of the Board attended by them. The shareholders of the Company at the Annual General Meeting held on
July 27, 2017 approved the payment of Commission up to an amount not exceeding 1% of the Net Profits of the Company
computed in accordance with the provisions of Section 198 and other applicable provisions of the Act, to Independent Directors
of the Company for period of five years with effect from April 1, 2017. The Nomination and Remuneration Committee at its
Meeting held on May 11, 2020 approved the payment of Commission of R 7.50 lakhs to each Independent Director of the
Company for the FY2019-20. Mr. Raamdeo Agarawal, Non-Executive Non-Independent Director of the Company is not paid any
sitting fees for attending Board Meetings & various Committee Meetings. However, the Board, pursuant to the recommendation
of Nomination and Remuneration Committee, at its meeting held on July 31, 2019 has approved the payment of remuneration
of R 12 lacs per annum by way of monthly commission of R 1 lac per month to Mr. Raamdeo Agarawal, Non-Executive Chairman
of the Company.
Details of the sitting fees & commission paid to the Non-Executive Directors for the FY2019-20 are given herein below:-
(Amount in R)
Name of the Director Category Sitting Fees for Sitting Fees for Commission Total
Board Meeting Committee Meeting
Mr. Raamdeo Agarawal(1) C & NED – – 600,000 600,000
Mr. Vivek Paranjpe ID 120,000 60,000 750,000 930,000
Mr. Praveen Tripathi ID 140,000 100,000 750,000 990,000
Ms. Sharda Agarwal ID 100,000 50,000 750,000 900,000
Ms. Rekha Shah ID 120,000 60,000 750,000 930,000
(1)
In accordance with the provisions of the Act and Listing Regulations, Independent Directors are not eligible for any employee
stock options.

Shares held by the Non-Executive Directors

Details of the Equity Shares of the Company held by the Non-Executive Directors as on March 31, 2020 is given herein below:-
Name of the Director Category No. of Equity Shares held
Mr. Raamdeo Agarawal NED 79,27,265
Mr. Vivek Paranjpe ID Nil
Mr. Praveen Tripathi ID Nil
Ms. Sharda Agarwal ID Nil
Ms. Rekha Shah ID 280
3) Stakeholders Relationship Committee

1. To address requests / resolve grievances of security holders including complaints related to transfer / transmission of
securities, non-receipt of balance sheet, non-receipt of declared dividends / interests, etc.
2. To monitor and transfer the amounts / shares transferable to Investor Education and Protection Fund (“IEPF”).
3. To approve transfer / transmissions of securities.
4. Taking decision on waiver of requirement of obtaining the Succession Certificate/Probate of Will on case to case basis.
5. To address the remat / demat requests of security holders for rematerialisation / dematerialisation of securities.
6. To issue duplicate share / debenture certificate(s) reported lost, defaced or destroyed as per the laid down procedure and
to resolve the grievances of security holders of the Company.
7. Attending to complaints of security holders routed by SEBI (SCORES) / Stock Exchanges / RBI or any other Regulatory
Authorities.
8. Specifically look into the various aspects of interest of shareholders, debenture holders and other security holders.
9. Review of measures taken for effective exercise of voting rights by shareholders.
10. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by
the Registrar & Share Transfer Agent.
11. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends
and ensuring timely receipt of dividend warrants / annual reports / statutory notices by the shareholders of the Company.
12. Any other matters that can facilitate better investor services and relations.
During the FY2019-20, the Committee met once i.e. on October 24, 2019. The details of the Composition of the Committee,
number of meeting held and the attendance of the Members are given herein below:-
Held Attended
Ms. Rekha Shah ID Chairperson 1 1
Mr. Raamdeo Agarawal C & NED Member 1 1
Mr. Motilal Oswal MD&CEO Member 1 1
Mr. Navin Agarwal MD Member 1 1
The Committee meets as and when required, to deal with the investor related matters.
Details of queries and grievances received and attended by the Company during the FY2019-20 are given herein below:
Sr. Nature of Complaint Pending as on Received during Disposed off Pending as on
No. April 1, 2019 the year during the year March 31, 2020
i. SEBI / Stock Exchange Complaints 0 1 1 0
ii. Non-receipt of Dividend warrant/Interest – – – –
iii. Non-receipt of Share Certificate – – – –
iv. Non-receipt of Annual Report – – –
v. Others – – – –
Total 0 1 1 0

SEBI Complaints Redress System (SCORES)

Securities and Exchange Board of India (“SEBI”) administers a centralised web based complaints redress system (“SCORES”). It
enables investors to lodge and follow up complaints and track the status of redressal online on the website at www.scores.gov.in.
It also enables the market intermediaries and listed companies to receive the complaints from investors against them, redress
such complaints and report redressal of such complaints. All the activities starting from lodging of a complaint till its disposal are
carried online in an automated environment and the status of every complaint can be viewed online at any time. The Company
has registered itself on SCORES and endeavors to resolve all investor complaints received through SCORES.
All complaints have been redressed to the satisfaction of the shareholders and none of them were pending as on March 31, 2020.
4) Corporate Social Responsibility Committee

1. Formulate and recommend to the Board, a Corporate Social Responsibility (“CSR”) Policy which shall indicate the activities
to be undertaken by the Company as specified in Schedule VII.
2. Recommend the amount of expenditure to be incurred on the activities referred to in Clause (1).
3. Monitor the Corporate Social Responsibility Policy of the Company from time to time.
4. Update the Board on the implementation of various programmes and initiatives.
During the FY2019-20, the Committee met twice i.e. on May 11, 2019 and October 24, 2019. The details of the Composition of
the Committee, number of meetings held and the attendance of the Members are given herein below:-

Held Attended
Mr. Motilal Oswal MD Chairman 2 2
Mr. Raamdeo Agarawal C&NED Member 2 2
Mr. Praveen Tripathi ID Member 2 2
The CSR Policy devised in accordance with Section 135 of the Act and the details about CSR Policy and initiatives and activities
undertaken by the Company on CSR during the financial year 2019-20 is annexed as “Annexure-5” to the Board’s Report.
5) Risk Management Committee

The Company has a well-defined risk management framework in place and Risk Management Committee, which ensures that
the management controls risks through means of a properly defined framework. In addition, the Board has formulated and
adopted a risk management policy. The risk management framework adopted by the Company is discussed in the Management
Discussion and Analysis chapter annexed to the Board’s Report. The Board assesses the risk and the procedures being followed
by the Company and steps taken by it to mitigate these risks.
1. Reviewing and approving the risk management policy and associated framework, processes and practices of the Company
on an annual basis;
2. Ensuring the appropriateness of the Company in taking measures to achieve prudent balance between risk and reward in
both ongoing and new business activities;
3. Evaluating significant risk exposure of the Company and assessing Management’s action to mitigate / manage the exposure
in timely manner;
4. Laying down the risk tolerance limits and Monitoring risk exposures at periodic intervals;
5. Reporting to the Board on periodical basis;
6. Assist the Board in effective operation of risk management system by performing specialized analyses and quality reviews;
7. Maintaining a group-wise and aggregated view on the risk profile of the Company in addition to the solo and individual
risk profile;
8. Reviewing, investigating the instances reported for unethical behavior of employees or Senior Management Officials and
taking suitable disciplinary action against such employees.

9. Overviewing and Identifying the wilful defaulters;

10. Monitoring and Reviewing of the Risk Management Plan including Cyber Security.
Composition:
The details of the Composition of the Committee are given herein below:-
Name of the Member Category Designation in the Committee
Mr. Motilal Oswal MD Chairman
Mr. Navin Agarwal MD Member
Mr. Ajay Menon WTD Member
Mr. Shalibhadra Shah CFO Member
CFO: Chief Financial Officer
6) Finance Committee
1. To review, evaluate and approve the Investments to be made by the Company;
2. To borrow monies from Banks, financial institution, Body Corporate(s) or any other person for funding capital requirement
of the Company and its subsidiaries, the amount outstanding at any point of time not exceeding the overall limit of
R 7,500 crores;
3. To create Pledge / hypothecate / mortgage and / or charge on both movable and immovable assets not exceeding the overall
limit of R 10,000 crores;
4. To provide loans to any Body Corporate/Person not exceeding the overall limit of R 2,000 crores and / or give guarantee or
provide security in connection to loan to any other body corporate or person not exceeding R 4,000 crores;
5. Allotment of Shares, Debentures and other securities;
6. Acquisition by way of subscription, purchase of otherwise the securities of any body corporate including investment in
private equity funds and real estate funds not exceeding overall limits of R 3,000 crores;
7. Affix common seal of the Company on instruments or deeds or on any document(s) as may be required in the presence of
at least one Director or such other person as the Committee may appoint for the purpose;
8. Investments, Deployment, Liquidation and re-deployment of surplus funds of the Company, temporary or otherwise, from
time to time, in units of mutual fund schemes, units of liquid funds, Discounting of Bills of Exchange, unit of collective
investment schemes, inter-corporate deposits, derivatives, Foreign Exchange, Government Securities, national savings
certificates, postal savings certificates, and subject to the provision of Section 186 of the Companies Act, 2013 and investment
in any other marketable / financial instrument and any other instrument traded on the Stock Exchange(s) and Commodity
Exchange(s) from time to time, the amount to be invested at any point of time not exceeding R 5,100 crores;
9. Review and monitoring of the business policies and operational decisions as set by the Board, from time to time;
10. Supervision and review of the performance of various operational activities on an ongoing basis;
11. Authorise negotiations and arrangements for operational and administrative requirements;
12. Opening and closing current / cash credit / overdraft / fixed deposit or other accounts including depository accounts with
any scheduled bank and / or depository participant, authorize the officials of the Company to operate the same and to vary
the existing authorization in respect of these accounts;
13. Issue of Power of Attorneys/Delegation Letter to the Officials of the Company;
14. Execute, sign, certify any agreement, MOU, undertaking, document, deed and other writings in relation to the day-to-day
matters;
15. Authorise Officials of the Company to initiate legal action, sign documents / deeds / undertakings and other writings and
represent the Company in litigation and settle any legal disputes in connections with any legal proceedings by or against
the Company;
16. Registration, renewal / continuation of registration and continuing compliance and observance of various provisions of Shops
& Establishment, Sales Tax, Service Tax, Professional tax and such other legislations and rules, regulations and directions

made or issued there under;

17. To undertake all activities to act as sponsor and to decide quantum of investment and / or commitment in these funds,
schemes, trusts and to do all such acts, deeds, and things as may be necessary in this regard;
18. Grant of authority to avail online payment gateway facility;
19. To take decisions with respect to matters of acquisition, disposal and utilization of premises (by way of sale, purchase,
lease, leave & license or otherwise) for and on behalf of the Company;
20. To open, operate and close Bank Accounts / Demat Accounts;
21. To acquire broking & distribution business and other businesses of various entities, in one or more tranches, for total
consideration value up to R 25 crores and to sign, file and submit documents for obtaining regulatory approvals, if any, in
this regard and carry out such other incidental & ancillary matters;
22. To sign and execute all forms and other documents for the foregoing purposes and to do all such acts as may be ancillary
or incidental to the foregoing purposes;
23. Any other incidental or other matter in the ordinary course of business, including delegation of powers for routine matters,
and / or may be delegated by the Board, from time to time.
Composition:
Mr. Motilal Oswal MD&CEO Chairman
Mr. Raamdeo Agarawal C&NED Member
Mr. Navin Agarwal MD Member
Mr. Ajay Menon WTD Member
7) Business Responsibility Committee

1. Ensuring proper pursuance to Listing Regulation, the company is required to include Business Responsibility Report in the
Annual Report of the Company
2. Constituted to overview the Business Responsibility Report
3. Frame and overview such polices as may be required from time to time
Composition:
Mr. Motilal Oswal MD&CEO Chairman
Mr. Sudhir Dhar Group Head – Human Resources and Administration Member
The Company Secretary is Permanent Invitee
Policy on Prevention of Sexual Harassment of Women at Workplace

The Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees.
The Company is committed to provide an environment, which is free of discrimination, intimidation and abuse. The Company
believes that it is the responsibility of the organisation to protect the integrity and dignity of its women employees and also to
avoid conflicts and disruptions in the work environment due to such cases. The Company has adopted a ‘Policy against Sexual
Harassment’ as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Sexual
Harassment Act”) and an Internal Complaints Committee has also been set up to redress complaints received regarding sexual
harassment. As per the policy, any women employee may report her complaint to the Committee. We affirm that adequate
access was provided to any complainant who wish to register a complaint under the policy.

Sr. Category No. of complaints filed No. of complaints disposed of No. of complaints pending
No. during FY2019-20 during FY2019-20 as on end March 31, 2020
1. Sexual Harassment Nil N.A. N.A.
2. Discriminatory employment Nil N.A. N.A.
Management Discussion and Analysis

The Annual Report has a detailed chapter on Management Discussion and Analysis.
General Body Meetings

The details of the Annual General Meetings held during past three years are given herein below:-
No. Date Venue Time Special Resolutions passed
12th AGM July 27, 2017 Motilal Oswal Tower, 4.30 p.m. i) Re-appointment of Mr. Vivek Paranjpe (DIN:03378566) as an
Rahimtullah Sayani Road, Independent Director of the Company
Opposite Parel ST Depot, ii) Re-appointment of Mr. Praveen Tripathi (DIN: 03154381) as an
Prabhadevi, Independent Director of the Company
Mumbai – 400 025.
iii) Re-appointment of Ms. Sharda Agarwal (DIN: 00022814) as an
Independent Director of the Company
iv) Authorization to offer or invite subscription, issue and allot
Secured/Unsecured Redeemable Non-Convertible Debentures
(“NCDs”) on Private Placement basis, aggregating up to
R 1000 Crores
v) Approval of Motilal Oswal Financial Services Limited - Employees
Stock Option Scheme – VIII for Issuance of Stock Options to
employees of the Company
vi) Approval of Motilal Oswal Financial Services Limited - Employees
Stock Option Scheme – VIII for Issuance of Stock Options to the
employees of present / future subsidiary companies / holding
Company
vii) Payment of Remuneration to Non-Executive Directors
13th AGM September Motilal Oswal Tower, 4.00 p.m. i) Authorization to offer or invite subscription, issue and allot
27, 2018 Rahimtullah Sayani Road, Secured / Unsecured Redeemable Non-Convertible Debentures
Opposite Parel ST Depot, (“NCDs”) on Private Placement basis, aggregating up to
Prabhadevi, R 2000 Crores
Mumbai – 400 025. ii) Approval to Subsidiary, Motilal Oswal Asset Management
Company Limited for selling, Leasing and Disposing of its Assets
in excess of twenty percent of its total assets, respectively in any
financial year
14th AGM July 31, 2019 Motilal Oswal Tower, 4.00 p.m. Issuance of Equity Shares on Preferential basis
Rahimtullah Sayani Road,
Opposite Parel ST Depot,
Prabhadevi,
Mumbai – 400 025.
Postal Ballot Resolution(s)

During the FY2019-20, the approval of the shareholders was sought by way of postal ballot vide notice dated August 26, 2019 in
respect of the Special Resolution for obtaining approval for Issuance of Equity Shares on Preferential Basis.
The details of Voting is given below:-
No. of votes polled No. of Votes – in % of Votes in favour No. of Votes – % of Votes against No. of Invalid votes
favour on votes polled Against on votes polled
11,80,78,429 11,80,78,309 99.9999 120 0.0001 5

Procedure for Postal Ballot:

The Company had provided its Shareholders the facility to exercise their right to vote on the Postal Ballot through the Remote
E-voting & Postal Ballot Form on the resolution as set out in the Notice of the Postal Ballot. The Company had engaged the Central
Depository Services (India) Limited (“CDSL”) to provide Remote E-voting facility.
The Company appointed Mr. Umashankar Hegde, Practicing Company Secretary as the Scrutinizer to scrutinize the entire Postal
Ballot Process. The Scrutinizer submitted his report to the Chairman on completion of Scrutiny on September 26, 2019 and
consolidated results of the said postal ballot were announced and the said results were made available at the Company’s website
at https://www.motilaloswalgroup.com/Downloads/IR/1664475162VotingResults_PostalBallot.pdf and also placed at the registered
office of the Company. The Resolution mentioned above was passed by the shareholders with the requisite majority in favour of
the Company.
No Special Resolution requiring Postal Ballot is being proposed on or before the ensuing AGM of the Company.
Means of Communication:
The Company publishes quarterly, half-yearly and annual results generally either in Free Press Journal, Financial Express, Business
Standard and Navshakti newspapers. The Company’s results and official news releases are displayed on the Company’s website at
www.motilaloswalgroup.com. Presentations made to the Institutional Investors and analysts are also uploaded on the Company’s
website.
The Company informs BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) about all price sensitive matters
or such other matters which in its opinion are material and of relevance to the members and the same are also displayed on the
Company’s website. Further, in compliance to the provisions of Regulation 30 of the Listing Regulations, the Company has disclosed
on its website, a duly approved Policy on determination of materiality of events.
NSE Electronic Application Processing System (NEAPS) and BSE Corporate Compliance & Listing Centre (’Listing Centre‘): The
NEAPS and BSE Listing Centre are a web-based application designed by NSE and BSE for corporates. All periodical compliance filings
like shareholding pattern, corporate governance report, media releases, among others are filed electronically on NEAPS and the
Listing Centre.
General Shareholders’ Information

Annual General Meeting Date, Time and Venue July 30, 2020 at 04.00 P.M.
Motilal Oswal Tower, Rahimtullah Sayani Road, Opposite Parel ST Depot, Prabhadevi,
Mumbai-400 025.
Financial Year April 1, 2019 to March 31, 2020
Dividend Payout Date The Company has paid interim dividend of R 4.00/- per Equity Share.
Listing on Stock Exchanges 1. BSE
2. NSE
The requisite Annual listing fees for financial year 2020-21 have been paid in full to
BSE and NSE.
Stock Code/ISIN No.
Equity: BSE: 532892
NSE: MOTILALOFS
Debt: Series C: INE886I07030
Market Price Data:

High, Low and Close Price during each month in the last financial year at BSE and NSE:-
Month BSE (R) NSE (R)
High Price Low Price High Price Low Price
April, 2019 750.05 600.65 751.50 602.50
May, 2019 855.00 658.00 855.90 658.00
June, 2019 800.65 665.00 800.00 665.00
July, 2019 732.75 519.00 707.00 517.45

Month BSE (R) NSE (R)

High Price Low Price High Price Low Price
August, 2019 610.90 480.40 611.15 489.10
September, 2019 749.00 544.25 750.00 543.00
October, 2019 667.00 580.65 668.00 581.20
November, 2019 810.00 647.20 809.55 642.20
December, 2019 788.55 720.00 788.00 720.00
January, 2020 903.50 757.75 905.40 757.30
February, 2020 839.00 733.70 836.00 735.00
March, 2020 774.80 426.00 774.75 426.00
Performance in comparison to broad-based indices such as BSE Sensex, S&P CNX Nifty etc.:
The Company is the constituent of the BSE – 500. The performance of the Company’s shares relative to the BSE Sensex, BSE – 500
and S&P CNX Nifty is given in the chart below:-
MOFSL Share performance versus BSE Sensex
BSE Sensex Close MOFSL BSE Price

46000 – – 900
43000 – – 800
40000 – – 700
37000 – – 600
34000 – – 500
31000 – – 400
28000 – – 300
25000 – – 200
Apr-19 –
May-19 –
Jun-19 –
Jul-19 –
Aug-19 –
Sep-19 –
Oct-19 –
Nov-19 –
Dec-19 –
Jan-20 –
Feb-20 –
Mar-20 –
MOFSL Share performance versus BSE – 500
BSE 500 Close MOFSL BSE Price

17000 – – 900
16000 – – 800
15000 – – 700
14000 – – 600
13000 – – 500
12000 – – 400
11000 – – 300
10000 – – 200
Apr-19 –
May-19 –
Jun-19 –
Jul-19 –
Aug-19 –
Sep-19 –
Oct-19 –
Nov-19 –
Dec-19 –
Jan-20 –
Feb-20 –
Mar-20 –

MOFSL Share performance versus S&P CNX Nifty
S&P CNX Nifty Close MOFSL BSE Price

14000 – – 900
13000 – – 800
12000 – – 700
11000 – – 600
10000 – – 500
9000 – – 400
8000 – – 300
7000 – – 200
Apr-19 –
May-19 –
Jun-19 –
Jul-19 –
Aug-19 –
Sep-19 –
Oct-19 –
Nov-19 –
Dec-19 –
Jan-20 –
Feb-20 –
Mar-20 –
In case the securities are suspended from trading, Not Applicable
the Directors Report shall explain the reason thereof
Registrar and Share Transfer Agent for Equity Shares Link Intime India Private Limited
C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai-400083.
Tel: +91 22 49186000
Fax: +91 22 49186060, Email: [email protected]
Website: www.linkintime.co.in
Share Transfer System The Board has delegate the authority for approving transfer, transmission etc. of
the Company’s securities to Stakeholders Relationship Committee. The Stakeholders
Relationship Committee meets as and when required to consider the transfer,
transmission of shares etc. and attend to shareholder grievances.
Distribution of Shareholding:
Distribution of the shareholding of the equity shares of the Company by size and by ownership class as on March 31, 2020:
Number of Shares held No. of Shareholders Total No. of shares held in the category % of shareholding
Up to 500 31,965 20,58,511 1.39
501-1000 796 5,98,712 0.40
1001-2000 432 6,30,072 0.42
2001-3000 159 3,97,426 0.27
3001-4000 74 2,66,422 0.18
4001 – 5000 57 2,65,789 0.18
5001 – 10000 117 8,51,841 0.58
10001 & Above 261 14,29,97,945 96.58
Total 33,861 14,80,66,718 100.00
Category wise Shareholding pattern as on March 31, 2020:

Sr. No. Category No. of Shares % to Share Capital
1) Promoters & promoter group 10,32,96,080 69.76
2) Mutual Funds / Financial Institutions / Banks / Foreign Institutional 2,09,58,185 14.15
Investors
3) NRIs / OCBs 3,55,087 0.24

Sr. No. Category No. of Shares % to Share Capital

4) Bodies Corporate 6,94,060 0.47
5) Public 1,43,90,435 9.72
6) Directors 77,68,290 5.24
7) Others 6,04,581 0.42
Total 14,80,66,718 100
Dematerialization of Shares and liquidity As on March 31, 2020, 99.98% of the total equity share capital was held in
dematerialized form with National Securities Depository Limited and Central
Depository Services (India) Limited and 27,060 Equity shares were held in Physical form.
Outstanding GDRs / ADRs / Warrants or any As on March 31, 2020, the Company did not have any outstanding GDRs / ADRs / Warrants
Convertible instruments, conversion date and likely or any Convertible instruments (excluding ESOPs).
impact on equity
Commodity price risk or foreign exchange risk and Not Applicable
hedging activities
Plant Locations The Company is in the business of broking and distribution; therefore, it does not
have any manufacturing plants.
Address for Correspondence Link Intime India Pvt. Limited
(Registrar and Transfer Agent)
C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai-400083.
Tel: +91 22 49186000, Fax: +91 22 49186060
Email: [email protected]
Website: www.linkintime.co.in
Name and Address of the Compliance Officer Mr. Kailash Purohit
Company Secretary & Compliance Officer
Motilal Oswal Tower, Rahimtullah Sayani Road, Opp. Parel ST Depot, Prabhadevi,
Mumbai – 400025
Tel: +91-22-7199 2334, Fax: +91-22-5036 2365
List of all credit ratings obtained along with any The details of credit rating obtained by the Company is included in Board’s Report
revisions thereto during the relevant financial year. forming part of Annual Report of the Company
Disclosures:
i) The Company has complied with all the requirements of regulatory authorities. No material penalties / strictures were imposed
on the Company by stock exchanges or SEBI or any statutory authority on any matter related to capital market during last three
years.
ii) Whistle Blower Policy / Vigil Mechanism
Pursuant to the provisions of Regulation 22 of the Listing Regulations and section 177 of the Act, the Company established
a Vigil Mechanism / Whistle Blower Policy for Directors and employees to report genuine concerns about unethical behavior,
actual or suspected fraud or violation of the company’s code of conduct or ethics policy.
This mechanism provides for adequate safeguards against victimization of director(s) / employee(s) who avail the mechanism
and makes provision for direct access to the Chairman of the Audit Committee. The policy has been uploaded on the website
of the Company at We affirm that no director/employee of the Company was denied access to the Audit Committee.
iii) The Company has complied with all the mandatory requirements of the Listing Regulations.
iv) The Company has complied with the following non-mandatory requirements as prescribed in Regulation 27 Schedule II Part E
of the Listing Regulations: -

a) The Company is in the regime of unmodified financial statements.

b) The internal auditor of the Company reports directly to the Audit Committee.
v) The Company has complied with the Corporate Governance requirements specified in
Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the SEBI Listing Regulations.
vi) M/s. U. Hegde and Associates, Practicing Company Secretary certified that none of the directors of the Company have been
debarred or disqualified from being appointed or continuing as director of the Company by SEBI or Ministry of Corporate Affairs
or any such statutory authority.
vii) Total fees paid to M/s. Walker Chandiok & Co. LLP, Chartered Accountants, Statutory Auditors on consolidated basis is
R 114.24 Lakhs for the FY2019-20.
viii) In terms of the amendments made to the Listing Regulations, the Board of Directors confirm that during the year, it has accepted
all recommendations received from its mandatory committees.
ix) Subsidiary Companies
According to the Regulation 16(1)(c) of the Listing Regulations, a “Material subsidiary” shall mean a subsidiary, whose income
or net worth (i.e. paid up capital and free reserves) exceeds 10% of the consolidated income or net worth respectively, of the
listed entity and its subsidiaries in the immediately preceding accounting year. The Company has two Material subsidiaries
namely Motilal Oswal Home Finance Limited (“MOHFL”) and Motilal Oswal Asset Management Company Limited (“MOAMC”)
as on March 31, 2020. The debentures of MOHFL are listed on BSE and units of mutual funds of MOAMC are listed on NSE and
BSE.
As required under the Listing Regulations, the Company has formulated policy for determining material subsidiaries which has been
uploaded on the Company’s website at https://www.motilaloswalgroup.com/Downloads/IR/212618793Policy-on-Determination-
of-MaterialSubsidiaries.pdf
x) Related Party Transactions
The Company has obtained the approval of members, on July 31, 2019, for enhancing the limits for acquisition of securities,
give any guarantee and or loans and enter into any other transactions with Motilal Oswal Home Finance Limited (MOHFL),
in one or more tranches, within a period of four years from the date of approval of the resolution i.e. July 31, 2019. Further,
during the year under review, the Company has not entered into any materially significant transactions with any of the Directors,
Management, Subsidiaries or Related parties.
Further, the details of all Related Party Transactions including aforesaid transactions entered during the year under review are
presented in the Note No. 52 forming part of standalone financial statement of the Company.
Additionally, the details of all material transactions with related parties are disclosed quarterly in the compliance report on
corporate governance.
Further, as required under Regulation 23 of the Listing Regulations, the Company has formulated a Policy on Materiality and
dealing with Related Party Transactions which has been uploaded on the Company’s website at
https://www.motilaloswalgroup.com/Downloads/IR/1568199502MOFSL_Policy-on-Materiality-and-Dealing-with-Related-Party-Transactions.pdf
xi) CEO / CFO Certification
The Chief Executive Officer and the Chief Financial Officer of the Company give annual certification on financial reporting and
internal controls to the Board in terms of Regulation 17(8) of the Listing Regulations. The Chief Executive officer and Chief
Financial Officer also give quarterly certification on financial results while placing the financial results before the Board in terms
of Regulation 33(2) of the Listing Regulations. The annual certificate given by the Chief Executive Officer and the Chief Financial
Officer is annexed to the Report.
xii) Code of Conduct
The Board has laid down the Code of Conduct for its Directors and for Senior Management of the Company. The Code has been posted on the Company’s
website at https://www.motilaloswalgroup.com/Downloads/IR/1584990557Code-of-Conduct-for-Directors-and-Senior-Management.pdf
All Board members and Senior Management have affirmed compliance with the Code of Conduct of Board of Directors and
Senior Management. A declaration signed by the Chief Executive Officer, Chairman & Managing Director to this effect is annexed
to the report.
xiii) Disclosure of Accounting Treatment in Preparation of Financial Statements
The Company has adopted Indian Accounting Standards (Ind AS) with effect from April 1, 2018 and the effective date of such
transition is April 01, 2017, with comparative figures being restated to make them comparable. The financial statements have

been prepared in accordance with the recognition and measurement principles laid down in Ind AS notified under Section 133
of Companies Act, 2013 read with relevant Rules issued thereunder and other accounting principles generally accepted in India.
xiv) Details of utilization of funds raised through preferential allotment or qualified institutional placement as specified under
Regulation 32(7A).
Since, the Company has issued shares on preferential basis for consideration other than cash in financial year 2019-20, the
Company is not required to provide details of utilization of funds.

Chief Executive Officer’s Declaration on Code of Conduct
As required by Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the CEO declaration for Code of Conduct is given below:
To,
The Members of
I, Motilal Oswal, Managing Director & Chief Executive Officer of the Company, declare that all Board Members and Senior Management
of the Company have affirmed compliance with the Code of Conduct of Board of Directors and Senior Management of the Company
for the financial year 2019-20.
For Motilal Oswal Financial Services Limited
Motilal Oswal
Place : Mumbai Managing Director & Chief Executive Officer
Date : May 11, 2020 (DIN: 00024503)

Independent Auditor’s Certificate on Corporate Governance
To,
The Members of
1. This certificate is issued in accordance with the terms of our engagement letter dated 20 April 2020.
2. We have examined the compliance of conditions of corporate governance by Motilal Oswal Financial Services Limited (‘the
Company’) for the year ended on 31 March, 2020, as stipulated in Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2),
and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘Listing Regulations’).
Management’s Responsibility
3. The compliance of conditions of corporate governance is the responsibility of the management. This responsibility includes the
designing, implementing and maintaining operating effectiveness of internal control to ensure compliance with the conditions
of corporate governance as stipulated in the Listing Regulations.
Auditor’s Responsibility
4. Pursuant to the requirements of the Listing Regulations, our responsibility is to express a reasonable assurance in the form
of an opinion as to whether the Company has complied with the conditions of corporate governance as stated in paragraph
2 above. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for
ensuring the compliance with the conditions of corporate governance. It is neither an audit nor an expression of opinion on
the financial statements of the Company.
5. We have examined the relevant records of the Company in accordance with the applicable Generally Accepted Auditing Standards
in India, the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India
(‘ICAI’), and Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply
with the ethical requirements of the Code of Ethics issued by the ICAI.
6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms
that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.
Opinion
7. Based on the procedures performed by us and to the best of our information and according to the explanations provided to us,
in our opinion, the Company has complied, in all material respects, with the conditions of corporate governance as stipulated
in the Listing Regulations during the year ended 31 March, 2020.
We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the management has conducted the affairs of the Company.
Restriction on use
8. This certificate is issued solely for the purpose of complying with the aforesaid regulations and may not be suitable for any
other purpose.
For Walker Chandiok & Co. LLP

Chartered Accountants
Firm Registration No.: 001076N/N500013
Sudhir N. Pillai
Partner
Membership No.: 105782
Place: Mumbai
Date: May 11, 2020

Business Responsibility Report
BUSINESS RESPONSIBILITY REPORT

[As per Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]
Background
As per the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (as amended
from time to time), top 1000 listed entities (based on market capitalisation on BSE Limited (“BSE”) and National Stock Exchange of
India Limited (“NSE”) are required to include a Business Responsibility Report (“BRR”) in the Annual Report.
Motilal Oswal Financial Services Limited (“MOFSL”) is a public limited company listed on BSE and NSE. Pursuant to Amalgamation
of Motilal Oswal Securities Limited (“MOSL”) with MOFSL and their respective Shareholders (“Scheme”) being effective from
August 21, 2018, MOFSL carries on the business of MOSL with effect from August 21, 2018. After receipt of SEBI approval on February
5, 2019, MOFSL is now a SEBI registered Trading Member registered with BSE, NSE, Multi Commodity Exchange of India Limited
(“MCX”) and National Commodity & Derivatives Exchange Limited (“NCDEX”). MOFSL is now a SEBI registered Depository Participant
registered with Central Depository Services of India Limited (“CDSL”) and National Securities Depository Limited (“NSDL”). MOFSL
execute transactions in capital markets / equity derivatives / commodity derivatives / currency derivatives segments on behalf of its
clients which include retail customers (including high net worth individuals), mutual funds, foreign institutional investors, financial
institutions and corporate clients. Besides stock broking, it also offers a bouquet of financial products and services to its client base.
It is registered with the SEBI as Research Analyst, Investment Advisor, Portfolio Manager and with various other bodies / agencies
like IRDA, AMFI, CERSAI, KRA agencies (CVL, Dotex, NDML, CAMS and Karvy) etc. Further, MOFSL, along with its subsidiaries, offers
a diversified range of financial products and services such as loan against shares, investment activities, private wealth management,
broking and distribution, asset management business, housing finance, institutional equities, private equity and investment banking.
Our Business Responsibility (“BR”) Report includes our responses to questions on our practice and performance on key principles
defined by Regulation 34(2)(f) of Listing Regulations, covering topics across environment, governance and stakeholder relationships.
SECTION A: GENERAL INFORMATION ABOUT THE COMPANY

Sr. No. Particulars Company Information
1. Corporate Identity Number (CIN) of the Company L67190MH2005PLC153397
2. Name of the Company Motilal Oswal Financial Services Limited (MOFSL)
3. Registered address Motilal Oswal Tower, Rahimtullah Sayani Road, Opp. Parel ST Depot,
Prabhadevi, Mumbai-400025, India
4. Website www.motilaloswalgroup.com
5. E-mail ID [email protected]
6. Financial Year reported April 01, 2019 to March 31, 2020
7. Sector(s) that the Company is engaged in (industrial NIC Code: 6612 - Engaged in providing broking related activity
activity code-wise)
8. List three key products/services that the Company The Company is engaged in Broking business activity. Further, through
manufactures/provides (as in balance sheet) its subsidiaries offers a diversified range of financial products and
services such as Loan against shares, Investment activities, Private
wealth management, Asset management, Housing finance, Institutional
equities, Private equity and Investment banking.
9. Total number of locations where business activity is (a) Number of International Locations (Provide details of major 5) :
undertaken by the Company Nil
(b) Number of National Locations: 36
10. Markets served by the Company National

Business Responsibility Report (Contd..)
SECTION B: FINANCIAL DETAILS OF THE COMPANY

Sr. No. Particulars Company Information
1. Paid up Capital (R In lakhs) 1,481
2. Total Turnover (R In lakhs) 1,26,949
3. Total Profit after Taxes (R In lakhs) 19,680
4. Total Spending on Corporate Social Responsibility (CSR) as Please refer Annexure 5 to Board’s Report forming part of the
percentage of profit after tax (%) Annual Report.
5. List of activities in which expenditure in 4 above has been Please refer Annexure 5 to Board’s Report forming part of the
incurred Annual Report.
For further details on CSR activities, kindly refer Annexure 5 to the Board’s Report.
SECTION C: OTHER DETAILS

1. Does the Company have any Subsidiary Company / Companies?
Yes. The details of all the subsidiary companies is included in Annexure 2 to the Board’s Report.
2. Do the Subsidiary Company / Companies participate in the BR Initiatives of the parent company? If yes, then
indicate the number of such subsidiary company(s)?
Yes, the Company’s Business Responsibility Policy is applicable to all its 19 Subsidiary Companies as on March 31, 2020. The
policies and processes adopted across all the companies within Motilal Oswal Group (“MO Group”) are largely uniform.
3. Do any other entity / entities (e.g. suppliers, distributors etc.) that the Company does business with,
participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity / entities?
[Less than 30%, 30-60%, More than 60%]:
No, other business partners of the Company do not directly participate in the Company’s BR initiatives. The Company endeavors
to encourage its Franchisees / suppliers / distributors (wherever possible) to participate in the initiatives towards BR and to adopt
practices which would help them to carry out business in a fair manner.
SECTION D: BR INFORMATION
1. Details of Director / Directors responsible for BR:
(a) Details of the Director / Directors responsible for implementation of the BR policy / policies
The following members of the BR Committee are collectively responsible for implementation of the BR polices of the
Company.
Sr. No. DIN Name Designation
1. 00024503 Mr. Motilal Oswal Managing Director & Chief Executive Officer
2. Not Applicable(1) Mr. Sudhir Dhar Group Head - Human Resources & Administration

He is not a Director on the Board of the Company
(1)
(b) Details of the BR head

Sr. No. Particulars Details
1. DIN(1) Not Applicable
2. Name Mr. Sudhir Dhar
3. Designation Group Head - Human Resources & Administration
4. Telephone Number +91 22 7193 4200
5. E-mail ID [email protected]
(1) He is not a Director on the Board of the Company

2. Principle-wise (as per National Voluntary Guidelines) BR Policy / Policies

(a) Details of compliance
Sr. No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1. Do you have a policy / policies for Y NA# Y Y Y Y Y Y Y
2. Has the policy being formulated in consultation with the Y – Y Y Y Y Y Y Y
relevant stakeholders?
3. Does the policy conform to any national / international The policies adopted by the Company are in conformity with
standards? the applicable rules and regulations.
4. Has the policy being approved by the Board? If yes, has Policies wherever stated have been approved by the
it been signed by MD / owner / CEO / appropriate Board Board / Committee of the Board / Senior Management of the
Director? Company and followed across entities within MO Group.
5. Does the Company have a specified committee of the Y – Y Y Y Y Y Y Y
Board / Director / Official to oversee the implementation
of the policy?
6. Indicate the link for the policy to be viewed online As per regulatory requirement, the policies of the Company
have been uploaded on the website of the Company
at www.motilaloswalgroup.com
7. Has the policy been formally communicated to all relevant Yes
internal and external stakeholders?
8. Does the Company have in-house structure to implement Yes, the Company has constituted the BR Committee to
the policy / policies. implement the policies
9. Does the Company have a grievance redressal mechanism Y – Y Y Y Y Y Y Y
related to the stakeholders’ grievances related to the
policy / policies?
10. Has the company carried out independent audit / evaluation The evaluation of policies are carried out by internal &
of the working of this policy by an internal or external statutory Auditors during audit process at an appropriate
agency? interval.
# Considering the business of the Company, Principle 2 is not applicable
(b) If answer to Sr. No. 1 against any principal is “No”, please explain why (tick up to two options)
Sr. No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1. The Company has not understood the principles. – – – – – – – – –
2. The Company is not at a stage where it finds itself in a – – – – – – – – –
position to formulate and implement the policies on specific
principles.
3. The Company does not have financial or manpower – – – – – – – – –
resources available for the task.
4. It is planned to be done within the next six months. – – – – – – – – –
5. It is planned to be done within next one year. – – – – – – – – –
6. Any other reason (please Specify). –
The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business released by the
Ministry of Corporate Affairs had adopted nine areas of Business Responsibility as given below briefly: -
P1 - Business should conduct and govern themselves with Ethics, Transparency and Accountability
P2 - Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle
P3 - Businesses should promote the wellbeing of all employees
P4 - Businesses should respect the interest of, and be responsive towards all stakeholders, especially those who are
disadvantaged, vulnerable and marginalized

P5 - Business should respect and promote human rights

P6 - Business should respect, protect and make efforts to restore the environment
P7 - Businesses, when engaged in influencing public and regulatory policy, should do so in responsible manner
P8 - Businesses should support inclusive growth and equitable development
P9 - Businesses should engage with and provide value to their customers and consumers in a responsible manner
3. Governance related to BR
(a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO assess the BR performance of the
Company. Within 3 months, 3-6 months, Annually, More than 1 year.
This Report is reviewed by the Board of Directors on Annual basis.
(b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it
is published?
The BRR has been made available on the website of the Company at www.motilaloswalgroup.com. The BRR is reviewed and
published annually.
SECTION E: PRINCIPLE-WISE PERFORMANCE

Principle 1 – Business should conduct and govern themselves with ethics, transparency and accountability
1. Does the policy relating to ethics, bribery and corruption cover only the company? Does it extend to the Group / Joint
Ventures / Suppliers / Contractors / NGOs / Others?
Yes
• Ethics form a core part of the Company’s core principles. Moreover, the Company has a separate whistle blower policy and
it extends to all its subsidiaries.
• The Company has adopted a Code of Conduct for the Company’s Directors and Senior Management (including employees)
which is available on the intranet / internet of the Company and is applicable to all companies within MO Group.
• We also expect our clients to abide by these principles in their dealings with us.
• Further, the Company is abided to take suitable action if any, fraud has been communicated by the auditor of Company.
• Company in order to have at ethical business model of working also emphasis on non-cash transaction.
• The Company also has an exhaustive manual and online portal on human resources which covers all aspects pertaining
to employment with Group which encourages principles of ethics, transparency and accountability. Further, the Company
arranges lot of training, conduct seminars for employees to abide by the Company’s policies in true spirit.
The Whistle Blower Policy/Vigil Mechanism of the Company is uploaded on the website of the Company at
https://www.motilaloswalgroup.com/Downloads/IR/1677814951Vigil-MechanismWhistle-Blower-Policy.pdf
and Code of Conduct of the Company is uploaded on the website of the Company at
https://www.motilaloswalgroup.com/Downloads/IR/1584990557Code-of-Conduct-for-Directors-and-Senior-Management.pdf
2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily
resolved by the management? If so, provide details thereof, in about 50 words or so.
The Company has not received any complaint governing this principle.
Principle 2 – Business should provide goods and services that are safe and contribute to sustainability throughout
their life cycle
1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and / or
opportunities.
Nil. The Company is into service sector and hence it does not manufacture any goods, however, the Company endeavours to
serve social and economic opportunities.
Further, the Company emphasizes on reducing dependence on paper communications and encourage use of electronic means
of communication which serves towards environmental protection and sustainable growth. The Company has planted trees
and shrubs in and around the office building to restore the environment. Further, the employees of the Company have also
planted trees & made seed balls at Keshav Shrishti, Uttan, during the year under review.

2. For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of
product (optional):
Since, the Company is not involved in any manufacturing activity, the reporting on use of energy, water, raw material etc. is not
applicable. However, the Company is equipped with rainwater harvesting system and recycles waste water to reuse as flush
water and in watering plants. Further, there is thermal insulator which help in reducing the heat transfer thereby improving
cooling inside the building and hence reducing power consumption.
3. Does the Company have procedures in place for sustainable sourcing (including transportation)?
Since the Company is not involved in any manufacturing activity, the reporting on sustainable sourcing is not applicable. The
only raw material required is the fund for which possible sources have been trapped at appropriate time to enable the Company
to raise the required fund at competitive interest rates.
4. Has the Company taken any steps to procure goods and services from local & small producers, including communities
surrounding their place of work?
The Company wherever practically possible and feasible, has tried to improve the capacity and capability of local and small vendors
by patronizing them to supply / provide different services required by the Company for its day to day administration / operation.
5. Does the Company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of products
and waste (separately as <5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or so.
Since the Company is not involved in any manufacturing activity, the reporting on recycle mechanism is not applicable. However,
the solid waste management is done by recycling paper, tissue, plastic bottles and cardboard waste.
Further, the IT wastes are outsourced to vendor which disposes off the wastes as per proper waste disposal mechanism. Also
the old papers and documents are scrapped in such a manner such that they may be recycled.
Principle 3 – Business should promote the wellbeing of all employees

1. Please indicate the Total number of employees:
The total numbers of employees as on March 31, 2020 – 4,178.
2. Please indicate the Total number of employees hired on temporary / contractual / casual basis:
Nil
3. Please indicate the Number of permanent women employees:
The total number of women employees as on March 31, 2020 - 1010.
4. Please indicate the Number of permanent employees with disabilities:
The number of employees with disabilities as on March 31, 2020 - 1.
5. Do you have an employee association that is recognized by Management:
There is no employee association. However, mechanisms are in place for employees to represent their issues, if any, and the
same is resolved amicably.
6. What percentage of your permanent employees are members of this recognized employee association?
Not Applicable
7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in
the last financial year and pending, as on the end of the financial year:
Sr. No. Category No of complaints filed during the financial year No of complaints pending as on
end of the financial year
1 Child labour / forced MOFSL does not hire child labour, forced labour or Not Applicable
labour / involuntary labour involuntary labour – No reported case
2 Sexual harassment Nil Not Applicable
3 Discriminatory employment None Not Applicable
8. What percentage of your under mentioned employees were given safety & skill up-gradation training in the last year?
(a) Permanent Employees: 89% of our permanent employees (including women employees) have received training in the last
year. Employees based in India, undergo fire drill and fire safety training every year.

(b) Permanent Women Employees: 93% of our women employees (except employees who were on long medical leave) have
undergone the training.
(c) Casual / Temporary / Contractual Employees: 85% of Casual / Temporary / Contractual employees have undergone the
training.
(d) Employees with Disabilities: All employees with disabilities have undergone the training.
Principle 4: Business should respect the interests of, and be responsive towards all stakeholders especially those
who are disadvantaged, vulnerable and marginalized
1. Has the Company mapped its internal and external stakeholders? Yes / No
Yes. The Company has identified its stakeholders in the BR Policy. These include, but are not limited to shareholders, employees,
clients, business partners and the wider community.
2. Out of the above, has the Company identified the disadvantaged, vulnerable & marginalized stakeholders.
Yes, the Company’s CSR Committee identifies disadvantaged, vulnerable & marginalized stakeholders through its dedicated
team and directs the CSR activities of the Company towards such stakeholders.
3. Are there any special initiatives taken by the Company to engage with the disadvantaged, vulnerable and marginalized
stakeholders. If so, provide details thereof, in about 50 words or so.
The Company engages with each of its stakeholders through a variety of forums. The details of the engagement with such
stakeholders has been laid out in the CSR report of the Company in Annexure 5 to the Board’s Report forming part of Annual
Report.
Principle 5 – Business should respect and promote human rights

1. Does the policy of the Company on human rights cover only the Company or extend to the Group / Joint
Ventures / Suppliers / Contractors / NGOs / Others?
Yes. The Policy on human rights extend to Company and its Group Company. Further, the Company encourage others to follow
to extend possible while having relation with Company.
2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved
by the management?
The Company has not received any complaint governing this principle.
Principle 6 – Business should respect, protect and make efforts to restore the environment
1. Does the policy related to Principle 6 cover only the Company or extends to the Group /Joint Ventures / Suppliers /
Contractors / NGOs / others.
Presently, the Policy related to Principle 6 is applicable to the MO Group.
2. Does the company have strategies / initiatives to address global environmental issues such as climate change, global warming,
etc? Y / N. If yes, please give hyperlink for webpage etc.
The Company is engaged in the industry of providing services and not manufacturing of any goods, hence is a non-pollutant
Company, however it has a deep concern for the protection and sustainability of environment owing to which it intends to be
actively involved in activities for protection of environment.
The Company emphasizes on reducing dependence on paper communications and encourages use of electronic means of
communication which serves towards environmental protection and sustainable growth.
Further, the Company has stopped the usage of plastic cups, bottles and straws for beverages and instead has distributed glass
mugs to all the employees.
3. Does the Company identify and assess potential environmental risks? Y / N
Yes, the Company, on a periodic basis, assess various risks affecting the Company and its stakeholders including environmental
risks.
4. Does the Company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50
words or so. Also, if yes, whether any environmental compliance report is filed?
The Company does not have any project related to Clean Development Mechanism.
However, the employees of the Company undertakes various clean-up programs e.g. cleaning beaches, national parks etc.

5. Has the Company undertaken any other initiatives on clean technology, energy efficiency, renewable energy, etc. Y / N. If
yes, please give hyperlink for web page etc.
The Company uses LED lights on all floors which consumes 45% less power. The office space is provided with motion sensors
to ensure that the lights are on only when the person is present. Further, the Company’s building is covered with aluminium
fins all around. These fins do not allow the sun rays to permeate through the glass directly. 65% to 70% of direct sun rays are
refracted and hence minimum power is utilized for cooling.
The Company has opted for efficient processes in order to minimize adverse impact on the environment. High priority is given
towards energy efficiency for selecting or changing over to new system to have less carbon emission initiatives.
6. Are the Emissions / Waste generated by the company within the permissible limits given by CPCB/SPCB for the financial year
being reported?
Not Applicable
7. Number of show cause / legal notices received from CPCB / SPCB which are pending (i.e. not resolved to satisfaction) as on
end of Financial Year
Nil
Principle 7 – Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible
manner
1. Is your company a member of any trade and chamber or association? If Yes, Name only those major ones that your business
deals with:
The Company is presently not a member of any trade and chamber or association.
2. Have you advocated / lobbied through above associations for the advancement or improvement of public good? Yes / No; if
yes specify the broad areas ( drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies,
Energy security, Water, Food Security, Sustainable Business Principles, Others)
Not applicable
Principle 8 – Businesses should support inclusive growth and equitable development

1. Does the Company have specified programmes / initiatives / projects in pursuit of the policy related to Principle 8?
The Company with its vision of equitable development and in adherence to social responsibility towards society as imposed
under Section 135 of Companies Act, 2013, has been engaged into activities of providing education to under privileged children
and its employees have also been serving towards assisting organisation for providing education by taking time out from their
day to day activities.
The Company being in the business of providing financial services, conducts various investor programs from time to time viz.
Annual Global Investor Conference (AGIC), Motilal Oswal Business Impact Conference (MOBIC), etc.
2. Are the programmes / projects undertaken through in-house team / own foundation / external NGO / government
structures / any other organization?
Yes. The projects, programmes are undertaken through in house teams and with the help of NGOs. The Company also undertake
various CSR projects through Motilal Oswal Foundation, Section 25 Company incorporated as per the Companies Act, 1956.
3. Have you done any impact assessment of your initiative?
The Company as part of its CSR expenditure monitoring initiative has called for status reports immediately on contribution from
the various Implementation agencies (NGOs) with which it has partnered while expending its CSR funds. The Implementation
agencies (NGOs) submit their report with details of all those beneficiaries who have benefitted from the project and also the
overall implementation of the project. Even before disbursement of funds the representatives of the Company conduct a field
visit to the project site and try to assess the overall feasibility of the project which is considered to be funded.
4. What is your Company’s direct contribution to community development projects- Amount in INR and the details of the
projects undertaken?
The Company has spent an amount of INR 1,659 lakhs at group level in the Financial Year 2019-20 towards programs / projects
through various NGOs and other organizations in three areas of its focus, namely Education and Medical Treatment, PM Cares
Fund for COVID-19.
For further details, kindly refer Note 49 of Consolidated Financial Statement.

5. Have you taken steps to ensure that this community development initiative is successfully adopted by the community?
The Company periodically monitors the outcome of the community development initiatives in relation to the objectives.
Principle 9 - Businesses should engage with and provide value to their customers and consumers in a responsible
manner
1. What percentage of customer complaints / consumer cases are pending as on the end of financial year.
The percentage of customer complaints pending as on the end of financial year – 2.02%
2. Does the Company display product information on the product label, over and above what is mandated as per local laws?
The Company is engaged in Broking Business as on March 31, 2020 and hence this is not applicable.
3. Is there any case filed by any stakeholder against the Company regarding unfair trade practices, irresponsible advertising
and / or anti-competitive behaviour during the last five years and pending as on end of financial year. If so, provide details
thereof, in about 50 words or so.
The Company has not been served complaint with any activities involving unfair trade practices, irresponsible advertising and / or
anti-competitive behaviour during preceding five years which is pending as on the end of Financial Year 2019-20.
4. Did your Company carry out any consumer survey / consumer satisfaction trends?
The Company has not carried out any formal consumer survey / consumer satisfaction trends. However, the Company keeps
track of responses / comments on social media network.

Raamdeo Agarawal
Date : May 11, 2020 (DIN: 00024533)

Independent Auditor’s Report
To the Members of Motilal Oswal Financial Services Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS
Opinion
1. We have audited the accompanying standalone financial statements of Motilal Oswal Financial Services Limited (‘the Company’),
which comprise the Balance Sheet as at 31 March 2020, the Statement of Profit and Loss (including Other Comprehensive
Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the
significant accounting policies and other explanatory information.
2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Companies Act, 2013 (‘Act’) in the manner so required and give
a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting
Standards (‘Ind AS’) specified under section 133 of the Act, of the state of affairs (financial position) of the Company as at
31 March 2020, and its profit (financial performance including other comprehensive income), its cash flows and the changes
in equity for the year ended on that date.
Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that are relevant to our audit of
the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
4. We draw attention to Note 64 relating to carrying value of Investments in Real Estate Funds and Private Equity Funds amounting
to R 50,162 lakhs as at March 31, 2020. As described in the note, the carrying value of such investments is subject to the
uncertainties related to the impact of the COVID 19 pandemic. Our opinion is not modified in respect of this matter.
Audit Matters
5. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone
financial statements of the current period. These matters were addressed in the context of our audit of the financial statements
as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
6. We have determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter How our audit addressed the key audit matter
Information Technology system for the financial reporting
process
(i) The Company is highly dependent on its information Our key audit procedures with the involvement of our
technology (IT) systems for carrying on its operations IT specialists included, but were not limited to, the
which require large volume of transactions to be following:
processed on a daily basis. Further, the Company’s • In relation to key accounting and financial reporting
accounting and financial reporting processes are systems, we obtained an understanding of the Company’s
dependent on the automated controls enabled by IT General Controls (ITGC), IT infrastructure and identified
IT systems which impacts key financial accounting IT applications, databases and operating systems that are
and reporting items such as Brokerage income, Trade relevant to our audit Also, obtained an understanding of
receivable ageing amongst others. The controls key automated controls operating over such identified
implemented by the Company in its IT environment IT applications;
determine the integrity, accuracy, completeness and
validity of data that is processed by the applications and • Obtained understanding of IT infrastructure i.e. operating
is ultimately used for financial reporting. systems and databases supporting the identified
systems and related data security controls in relation to
We have focused on user access management, change large number of users working on the entity’s systems
management, segregation of duties, developer access remotely in the light of COVID-19;
to the production environment and changed to IT

Independent Auditor’s Report (Contd..)
environment and data migration from one system • Tested the design and operating effectiveness of the
to another system. Further, we also focussed on key Company’s IT controls over IT applications as identified
automated controls relevant for financial reporting. above;
Further, the prevailing COVID-19 situation has caused • For the IT applications identified above, tested sample
the required IT applications to be made accessible to of key IT general controls particularly logical access,
the employees on a remote basis. password management, change management and
(ii) System Migration of Broking operations system aspects of IT operational controls. Tested that requests
During the year ended 31 March, 2020; the Company for access to systems were appropriately reviewed and
has migrated to new Broking operations system from authorised; tested controls around Company’s periodic
its erstwhile system for its broking and other related review of access rights; inspected requests of changes
operations. Such significant system change increases to systems for appropriate approval and authorization;
the risk to the internal financial controls environment. • Tested related interfaces, configuration and other
These changes represent a financial reporting risk while application layer controls identified during our audit and
migration takes place as controls and processes that report logic for system generated reports relevant to
have been established over the period are updated and the audit mainly for Brokerage income, Trade receivable
migrated into a new environment. ageing for evaluating completeness and accuracy;
Accordingly, since our audit strategy has focused on • Where deficiencies were identified, tested compensating
key IT systems and controls due to pervasive nature controls or performed alternative procedures.
including the complexity of the IT environment and System Migration
included extensive testing of automated controls and
general controls followed by significance of the activity • Reviewed data migration process followed by the
involved in the migration process; we have determined Company with regard to migration of critical masters
the IT systems and controls as a key audit matter for and accounts from erstwhile system to the new system;
current year audit. • Evaluated the controls established by the management
for the migration activity to ensure the activity has been
completed appropriately;
• Evaluated the design and tested the operating
effectiveness of key automated controls both before
and after the migration, including IT general controls;
• Obtained an understanding of the cut off procedures
which were followed surrounding the conversion
activities. This included, assessment of impact on access
privileges and segregation of duties and review of
account balances for the completeness and accuracy of
information.
Valuation of Unquoted Equity investment carried at fair
value
Refer note 2.6 for significant accounting policies and note Our audit procedures in relation to valuation of investment
55 for financial disclosures with the involvement of our valuation experts included, but
were not limited to, the following:
As at 31 March 2020, the Company held Investment in Design/Controls:
Shubham Housing Development Finance Company Private • Obtained a detailed understanding of the management’s
Limited amounting to R 3,197 Lacs which represents 0.52% process and controls for determining the fair valuation
of the total asset of the Company as at 31 March 2020. of the investment. The understanding was obtained by
The investment is not traded in the active market. The fair performance of walkthroughs which included inspection
valuation of this investment is determined by a management- of documents produced by the Company and discussion
appointed independent valuation expert based on discounted with those involved in the process of valuation;
cash flow method. The process of computation of fair • Evaluated the design and the operational effectiveness
valuation of investment include use of unobservable inputs of relevant key controls over the valuation process,
and management judgements and estimates which are including the Company’s review and approval of the
complex.

The key assumptions underpinning management’s assessment estimates and assumptions used for the valuation
of fair value of the investments, include application of liquidity including key authorization and data input controls,
discounts; calculation of discounting rates and the estimation independent price verification performed by the
of projections of revenues, projections of future cash flows, management expert and model governance and
growth rates. valuation.
The valuation of this investment was considered to be one Substantive tests:
of the areas which required significant auditor attention and • Assessed the appropriateness of the valuation
was one of the matters of most significance in the standalone methodology of investment in accordance with the
financial statements due to the materiality of total value of Company’s policy and tested the mathematical accuracy
investments to the standalone financial statements and the of the management’s model adopted for the investment;
complexity involved in the valuation of these investments.
• Obtained the valuation reports done by the management’s
expert and assessed the expert’s competence, objectivity
and independence in performing the valuation of this
investment;
• Ensured the appropriateness of the carrying value of the
investment in the financial statements and the gain or
loss recognised in the financial statements as a result of
such fair valuation; and
• Ensured the appropriateness of the disclosures in
accordance with the applicable accounting standards
• Obtained written representations from the management
and those charged with governance whether they
believe significant assumptions used in valuation of the
investments are reasonable.
Information other than the Financial Statements and Auditor’s Report thereon
7. The Company’s Board of Directors is responsible for the other information. The other information comprises the information
included in the Annual Report, but does not include the financial statements and our auditor’s report thereon. The Annual
Report is expected to be made available to us after the date of this auditor’s report.
Our opinion on the financial statements does not cover the other information and we will not express any form of assurance
conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above
when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate
the matter to those charged with governance.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
8. The accompanying standalone financial statements have been approved by the Company’s Board of Directors. The Company’s
Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these
standalone financial statements that give a true and fair view of the state of the financial position, financial performance
including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the Ind AS specified under section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance
of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and
are free from material misstatement, whether due to fraud or error.
9. In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless

management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
10. Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements

11. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
12. As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether
the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether
the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
13. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
14. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
15. From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
16. As required by section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration to its directors
during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.
17. As required by the Companies (Auditor’s Report) Order, 2016 (‘the Order’) issued by the Central Government of India in terms
of section 143(11) of the Act, we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order.
18. Further to our comments in Annexure I, as required by section 143(3) of the Act, we report, to the extent applicable, that:
a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the of our audit of the accompanying standalone financial statements;
b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our
examination of those books

c) the standalone financial statements dealt with by this report are in agreement with the books of account;
d) in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;
e) on the basis of the written representations received from the directors and taken on record by the Board of Directors,
none of the directors is disqualified as on 31 March 2020 from being appointed as a director in terms of section 164(2)
of the Act;
f) we have also audited the internal financial controls with reference to financial statements of the Company as on 31 March
2020 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that
date and our report dated 11 May 2020 as per Annexure II expressed unmodified opinion;
g) with respect to the other matters to be included in the Auditor’s Report in accordance with rule 11 of the Companies
(Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the
explanations given to us:
i. the Company, as detailed in note 38(c) to the standalone financial statements, has disclosed the impact of pending
litigations on its financial position as at 31 March 2020;
ii. the Company did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses as at 31 March 2020;
iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection
Fund by the Company during the year ended 31 March 2020
iv. the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the
period from 8 November 2016 to 30 December 2016, which are not relevant to these standalone financial statements.
Hence, reporting under this clause is not applicable.
For Walker Chandiok & Co LLP

Firm’s Registration No.: 001076N/N500013
Sudhir N. Pillai
Partner
UDIN: 20105782AAAADG7140
Place: Mumbai
Date : 11 May 2020

Annexure I to the Independent Auditor’s report of the Even Date to the members of Motilal Oswal Financial
Services Limited on Standalone Financial Statement for the Year ended 31 March, 2020
ANNEXURE I
Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the
Company and taking into consideration the information and explanations given to us and the books of account and other records
examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of
Property, plant and equipment.
(b) All Property, plant and equipment have not been physically verified by the management during the year, however, there
is a regular program of verification once in three years, which, in our opinion, is reasonable having regard to the size of
the Company and the nature of its assets. No material discrepancies were noticed on such verification.
(c) The title deeds of all the immovable properties (which are included under the head ‘Property, plant and equipment’) are
held in the name of the Company.
(ii) The Company does not have any inventory. Accordingly, the provisions of clause 3(ii) of the Order are not applicable.
(iii) The Company has granted unsecured loans to companies covered in the register maintained under Section 189 of the Act;
and with respect to the same:
(a) in our opinion the terms and conditions of grant of such loans are not, prima facie, prejudicial to the company’s interest.
(b) the schedule of repayment of the principal and the payment of the interest has not been stipulated and hence we are
unable to comment as to whether repayments/receipts of the principal amount and the interest are regular;
(c) there is no overdue amount in respect of loans granted to such companies.
(iv) In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans, investments,
guarantees and security.
(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the
Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are
not applicable.
(vi) The Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in
respect of Company’s services. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.
(vii) (a) Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, goods and service
tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable,
have generally been regularly deposited to the appropriate authorities, though there has been a slight delay in a few
cases. Undisputed amounts payable in respect of stamp duty, which were outstanding at the year-end for period of more
than six months from the date they become payable are as follows:
Statement of arrears of statutory dues outstanding for more than six months:
Name of the statute Nature of Amount Period to which Due Date Date of Payment
the dues (R in lakhs) the amount relates
Indian Stamp Act, 1899 Stamp Duty 104 FY 2016-17 Not paid as on 11
Not Available as May 2020.
Indian Stamp Act, 1899 Stamp Duty 150 FY 2017-18 Stamp Duty is Not paid as on 11
collected in States May 2020
Indian Stamp Act, 1899 Stamp Duty 196 FY 2018-19 where Payment and Not paid as on 11
Levy Mechanism is May 2020
Indian Stamp Act, 1899 Stamp Duty 128 FY 2019-20 not established. Not paid as on 11
May 2020
(b) The dues outstanding in respect of income-tax, sales-tax, service-tax, duty of customs, duty of excise and value added
tax on account of any dispute, are as follows:

Statement of Disputed Dues:

Name of the statute Nature of Amount Amount Paid under Period to which the Forum where
due (Rin Lacs) Protest (Rin Lacs) amount relates dispute is pending
Income Tax Act, 1961 Income Tax 3 2 2009-10 Commissioner of
Income Tax (Appeals)
Income Tax Act, 1961 Income Tax 16 2012-13 Commissioner of
3
Income Tax Act, 1961 Income Tax 2 2012-13 Income Tax Appellate
–
Tribunal.
Income Tax Act, 1961 Income Tax 2 – 2013-14 Income Tax Appellate
Tribunal.
137
14
(viii) The Company has not defaulted in repayment of loans or borrowings to any financial institution or a bank or government or
any dues to debenture-holders during the year.
(ix) In our opinion, the Company has applied moneys raised by way of the term loans for the purposes for which these were raised.
The Company did not raise moneys by way of initial public offer/ further public offer (including debt instruments).
(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period
covered by our audit.
(xi) Managerial remuneration has been paid and provided by the company in accordance with the requisite approvals mandated
by the provisions of Section 197 of the Act read with Schedule V to the Act.
(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.
(xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable,
and the requisite details have been disclosed in the financial statements etc., as required by the applicable Ind AS.
(xiv) During the year, the Company has made preferential allotment of shares. In respect of the same, in our opinion, the Company
has complied with the requirement of Section 42 of the Act and the Rules framed thereunder. Further, no amount has been
raised from the preferential allotment of shares during the year, as the allotment was for the consideration towards acquisition
of shares in Subsidiary companies, units of private equity funds and Partnership interest. During the year, the Company did
not make private placement of shares, fully/partly convertible debentures.
(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with
them covered under Section 192 of the Act.
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Sudhir N. Pillai
Partner
Place: Mumbai
Date : 11 May 2020

Annexure II to the Independent Auditor’s report of the Even Date to the members of Motilal Oswal Financial
Services Limited on Standalone Financial Statement for the Year ended 31 March, 2020
ANNEXURE II
Independent Auditor’s Report on the internal financial controls with reference to the standalone financial
statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)
1. In conjunction with our audit of the standalone financial statements of Motilal Oswal Financial Services Limited (‘the Company’)
as at and for the year ended 31 March 2020, we have audited the internal financial controls with reference to the standalone
financial statements of the Company as at that date.
Responsibilities of Management and Those Charged with Governance for Internal Financial Controls
2. The Company’s Board of Directors is responsible for establishing and maintaining internal financial controls based on the
internal financial controls with reference to financial statements criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
(‘the Guidance Note’) issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the
design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring
the orderly and efficient conduct of the Company’s business, including adherence to the Company’s policies, the safeguarding
of 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, as required under the Act.
Auditor’s Responsibility for the Audit of the Internal Financial Controls with Reference to Standalone Financial
Statements
3. Our responsibility is to express an opinion on the Company’s internal financial controls with reference to standalone financial
statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute
of Chartered Accountants of India (‘ICAI’) prescribed under Section 143(10) of the Act, to the extent applicable to an audit of
Company’s internal financial controls with reference to standalone financial statements, and the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting (‘the Guidance Note’) issued by the ICAI. Those Standards and the Guidance
Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether adequate internal financial controls with reference to standalone financial statements were established and maintained
and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with
reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with
reference to standalone financial statements includes obtaining an understanding of such internal financial controls, assessing
the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks
of material misstatement of the financial statements, whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on
the Company’s internal financial controls with reference to standalone financial statements.
Meaning of Internal Financial Controls with Reference to Standalone Financial Statements
6. A company’s internal financial controls with reference to standalone financial statements is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A company’s internal financial controls with reference
to standalone financial statements include those policies and procedures that (1) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material
effect on the financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Standalone Financial Statements
7. Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including
the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may
occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to standalone
financial statements to future periods are subject to the risk that the internal financial controls with reference to standalone
financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Opinion
8. In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to standalone
financial statement and such controls were operating effectively as at 31 March 2020, based on the internal financial controls
with reference to financial statements criteria established by the Company considering the essential components of internal
control stated in the Guidance Note issued by the ICAI.

Sudhir N. Pillai
Partner
Place: Mumbai
Date : 11 May 2020

Balance Sheet
Particulars Note As at 31-Mar-20 As at 31-Mar-19

R in Lakhs R in Lakhs
I. ASSETS
1. Financial assets
(a) Cash and cash equivalents 4 67,668 25,799
(b) Bank balance other than (a) above 5 52,640 30,652
(c) Receivables
(i) Trade receivables 6 47,831 1,18,413
(ii) Other receivables 820 12
(d) Loans 7 19,963 52,363
(e) Investments 8 3,78,019 3,09,495
(f) Other financial assets 9 13,325 3,300
Sub - total financial assets (A) 5,80,266 5,40,034
2. Non - financial assets
(a) Current tax assets (net) 10 1,338 23
(b) Investment Property 11 7,813 8,279
(c) Property, plant and equipment 12A 20,785 18,424
(d) Intangible assets under development 12B – 130
(e) Other intangible assets 12C 2,139 1,404
(f) Other non - financial assets 13 4,249 2,330
Sub - total non - financial assets (B) 36,324 30,590
Total assets (A+B) 6,16,590 5,70,624
II. LIABILITIES AND EQUITY
Liabilities
1. Financial liabilities
(a) Payables
(i) Trade payables
(i) total outstanding dues of micro enterprise and small enterprise
(ii) total outstanding dues of creditors other than micro 14 156,675 114,629
enterprise and small enterprise
(ii) Other payables
(i) total outstanding dues of micro enterprise and small enterprise
(ii) total outstanding dues of creditors other than micro
enterprise and small enterprise
(b) Debt securities 15 106,659 39,771
(c) Borrowings (Other than debt securities) 16 36,313 102,180
(d) Deposits 17 12 5
(e) Other financial liabilities 18 29,199 37,115
Sub - total financial liabilities (A) 328,858 293,700
2. Non - financial liabilities
(a) Current tax liabilities (net) 19 583 –
(b) Provisions 20 7,999 7,397
(c) Deferred tax liabilities (net) 21 1,161 8,986
(d) Other non - financial liabilities 22 1,575 1,185
Sub - total non - financial liabilities (B) 11,318 17,568
3. Equity:
(a) Equity share capital 23 1,481 1,457
(b) Other equity 24 274,933 257,899
Sub - total equity (C) 276,414 259,356
Total Liabilities and equity (A+B+C) 616,590 570,624
The accompanying notes 1 to 64 form an integral part of the financial statements

This is the Balance Sheet referred to in our report of even date
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants Motilal Oswal Financial Services Limited
Firm Registration No. 001076N/N500013
Sudhir N. Pillai Motilal Oswal Raamdeo Agarawal
Partner Managing Director and Chief executive officer Non-Executive Chairman
Membership Number: 105782 DIN : 00024503 DIN : 00024533
Shalibhadra Shah Kailash Purohit
Chief Financial Officer Company Secretary
Place : Mumbai Place : Mumbai
Date : 11th May 2020 Date : 11th May 2020

Statement of Profit and Loss
Particulars Note For the year ended For the year ended
31-Mar-20 31-Mar-29
REVENUE FROM OPERATIONS
(i) Interest income 25 17,291 17,254
(ii) Dividend income 26 13,986 8,093
(iii) Rental income 27 2,084 2,482
(iv) Fees and commission income 28
- Brokerage and fees income 79,538 71,035
- Other commission income 10,937 10,835
(v) Net gain on fair value changes 29 – 8,216
(vi) Other operating income 30 3,113 3,812
1) Total revenue from operations 126,949 121,727
2) Other income 31 3,690 3,142
3) Total Income (1 + 2) 130,639 124,869
EXPENSES
(i) Finance cost 32 12,924 10,428
(ii) Fees and commission expense 33 33,310 31,832
(iii) Impairment on financial instruments 34 1,439 681
(iv) Net loss on fair value changes 29 15,849 –
(v) Employee benefits expense 35 31,171 27,906
(vi) Depreciation, amortisation and impairment 36 2,984 1,801
(vii) Other expenses 37 13,552 12,871
4) Total expenses 111,229 85,519
5) Profit before tax (3 - 4) 19,410 39,350
Profit before tax from continuing operations 19,410 39,350
Tax expense 54
(i) Current tax 7,056 8,914
(ii) Deferred tax credit (7,326) (1,927)
6) Total tax expenses (270) 6,987
7) Profit after tax from continuing operations (5-6) 19,680 32,363
Loss from discontinuing operations before tax – (186)
Tax on discontinuing operations – 54
8) Loss from discontinuing operations after tax – (132)
9) Profit for the period (7+8) 19,680 32,231
Other comprehensive income / (loss)
(i) Items that will not be reclassified to profit or loss
(a) Actuarial gain / (loss) on post retirement benefit plans 57 35
(b) Fair value gain / (loss) of investment (4,489) (737)
(c) Tax impact on the above 499 74
10) Other comprehensive income / (loss) (3,933) (628)
Total comprehensive income for the period (9 + 10) 15,747 31,603
Earnings per share for continuing operations (Face Value R 1 per equity share) 41
Basic (amount in R) 13.39 22.25
Diluted (amount in R) 13.09 21.65
Loss per share for discontinued operations (Face Value R 1 per equity share)
Basic (amount in R) – (0.09)
Diluted (amount in R) – (0.09)
This is the Statement of Profit and Loss referred to in our report of even date

Cash Flow Statement
Particulars For the year ended For the year ended

31-Mar-20 31-Mar-19
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit before taxation 19,410 39,164
Adjustment for:
Net loss / (gain) on fair value change 28,188 6,467
Employee stock option scheme cost 1,323 1,580
Interest Expense 261 –
Depreciation, amortisation and impairment 2,984 1,801
Dividend income (13,986) (8,093)
Profit on sale of investment (12,339) (14,278)
Provision for diminution in value of investments – 5
Gain on partnership firm (89) (959)
Profit on sale of Property, plant and equipment(net) (93) –
Impairment on financial instruments 1,439 676
Operating profit before working capital changes 27,098 26,363
Adjustment for working capital changes
1) Increase / (decrease) in provision 660 (2,569)
2) Increase / (decrease) in borrowings (65,867) 20,585
4) Increase / (decrease) in other financial liabilities (10,266) 10,596
5) Increase / (decrease) in trade payables 42,046 17,020
6) (Increase) / decrease in loans 32,400 56,635
7) Increase / (decrease) in debt securities 66,887 (41,457)
8) (Increase) / decrease in other non financial liabilities 390 747
9) (Increase) / decrease in other financial assets (9,895) (992)
10) (Increase) / decrease in other non financial asset (1,868) (687)
11) (Increase) / decrease in trade receivables 68,334 (44,305)
12) (Increase) / decrease in fixed deposit (21,963) (25,428)
13) (Increase) / decrease in liquid investment (41,768) 26,920
Cash generated from operations 86,188 43,428
Direct taxes paid (net) (7,788) (7,811)
Net cash generated from operating activities of continuing operations 78,400 35,617
Net cash generated from operating activities of discontinuing operations – (4,997)
Net cash generated from operating activities (A) 78,400 30,620
B. CASH FLOW FROM INVESTING ACTIVITIES

Proceeds from sale of investment 6,864 31,816
Purchase of equity shares in subsidiary company (25,380) (30,989)
Purchase of Investments (19,429) (16,923)
Purchase of Property, plant and equipment (4,853) (1,084)
Sale of Property, plant and equipment 162 –
Sale of Investment Property 397 –
Purchase of intangibles and intangible asset under development (1,278) (894)
Dividend Income 13,986 8,093
Net cash generated from financing activities of continuing operations (29,531) (9,981)
Net cash generated from financing activities of discontinuing operations – (3)
Net cash generated from investing activities (B) (29,531) (9,984)

Cash Flow Statement (Contd..)

31-Mar-20 31-Mar-19
C. CASH FLOW FROM FINANCING ACTIVITIES
Cash Payment of lease liability and interest (1,092) –
Increase in lease liabilities (net) 3,182 –
Proceeds from issue of equity shares 11 6
Proceeds from deposits received 3,410 1,446
Proceeds of deposits received 6 (1,187)
Dividend paid (including Dividend distribution tax) (12,493) (13,422)
Increase / (decrease) in Unpaid Dividend (24) 3
Net cash used in financing activities (C) (7,000) (13,154)
Net increase in cash and cash equivalents during the year (A +B +C) 41,869 7,482
Cash and cash equivalents as at beginning of the year
Cash in hand 31 27
Cheque on hand – –
Scheduled bank - In current account 14,993 18,048
Fixed deposit with banks (Maturity within 3 months) 10,775 242
Total 25,799 18,317
Cash and cash equivalents as at end of the year :
Cash in hand 26 31
Cheque on hand – –
Scheduled bank - In current account 31,064 14,993
Fixed deposit with banks (Maturity within 3 months) 36,578 10,775
Total 67,668 25,799
Reconciliation of cash and cash equivalents as above with cash and bank
balances
Cash and cash equivalents as at end of the year as per above 31,090 15,024
Add:- Fixed deposit with banks (Maturity within 3 months) 36,578 10,775
Total Cash and bank balances equivalents as at end of the year 67,668 25,799
Notes :
(i) The above Statement of Cash Flows has been prepared under indirect method as set out in Ind AS 7, ‘Statement of Cash Flows’, as specified
under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standard) Rules, 2015 (as amended).
(ii) Figures in brackets indicate cash outflows.
This is the Cash Flow Statement referred to in our report of even date


Statement of Changes in Equity
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY

INFORMATION
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2020
(a) Equity share capital
Particulars Equity share capital
Number of shares Amount R in Lakhs
As at 01 April 2018 14,50,83,558 1,451
Changes during the year due to exercise of ESOS 5,96,000 6
As at 01 April 2019 14,56,80,358 1,457
Changes during the year due to exercise of ESOS 10,55,432 11
Changes during the year due to preferential issue 13,30,928 13
As at 31 March 2020 14,80,66,718 1,481
(b) Other Equity R in Lakhs

Particulars Reserves and Surplus Other comprehensive Total
income
Capital Capital Securities Share Statutory General Debenture Retained Equity Actuarial
Redemption Reserve Premium based Reserves reserve redemption earnings instruments gain / (losses)
Reserve payment (under Sec reserve through other on post
reserve 45IC of RBI comprehensive retirement
Act, 1934) income benefit plans
Balance as at 01 April 2018 71 14 48,766 2,739 12,124 4,420 1,558 155,973 10,692 335 236,692
Due to exercise of options – – 891 – – – – – – – 891
Additions during the year – – 1,446 1,580 – 12,124 1,795 32,231 (653) 25 48,548
Transfer to general reserve – – – – (12,124) – – – – – (12,124)
Transfer to debenture – – – – – (1,795) – – – – (1,795)
redemption reserve
Dividends – – – – – – – (13,422) – – (13,422)
Transfer to Securities – – – (891) – – – – – – (891)
premium
Balance as at 31 March 2019 71 14 51,103 3,428 – 14,749 3,353 174,782 10,039 360 257,899
Balance as at 01 April 2019 71 14 51,103 3,428 – 14,749 3,353 174,782 10,039 360 257,899
Due to exercise of options – – 1,018 – – – – – – – 1,018
Additions during the year – – 12,457 1,323 – 3,353 – 19,680 (3,976) 43 32,880
Transfer to general reserve – – – – – – (3,353) – – – (3,353)
Dividends – – – – – – – (12,493) – – (12,493)
Transfer to Securities premium – – – (1,018) – – – – – – (1,018)
Balance as at 31 March 2020 71 14 64,578 3,733 – 18,102 – 181,969 6,063 403 274,933

Notes to Financial Statement
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY

INFORMATION
NOTE 1: CORPORATE INFORMATION
Motilal Oswal Financial Services Limited (“MOFSL” or ‘the Company’) is a public limited company and incorporated under the
provisions of Companies Act. The Company is domiciled in India and the addresses of its registered office and principal place of
business are disclosed in the introduction to the annual report.
The Company is registered with Securities and Exchange Board of India (‘SEBI’) under the Stock brokers and sub brokers Regulations,
1992 and is a member of Bombay Stock Exchange Limited, National Stock Exchange of India Limited, Multi Commodity Exchange
of India Ltd. and National Commodity and Derivatives Exchange Limited. The Company acts as a stock broker and commodities
broker to execute proprietary trades and also trades on behalf of its clients which include retail customers (including high net worth
individuals), mutual funds, foreign institutional investors, financial institutions and corporate clients. It is registered with Central
Depository Services (India) Limited and National Securities Depository Limited in the capacity of Depository Participant and also
registered with SEBI in capacity of Research Analyst and Investment Advisor.
The Financial statements were approved for issuance by the Company’s Board of Director on 11 May 2020.
NOTE 2 : SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these financial statements are set out below.
2.1 Basis of preparation

(i) Compliance with Ind AS
The financial statements of the Company comply in all material aspects with Indian Accounting Standards (Ind AS) notified
under Section 133 of the Companies Act, 2013 (“the Act”) read with Companies (Indian Accounting Standards) Rules, 2015
and other relevant provisions of the Act.
The financial statements have been prepared using the significant accounting policies and measurement bases summarized
as below. Accounting policies have been consistently applied except where a newly issued accounting standard is initially
adopted or a revision to the existing accounting standard requires a change in the accounting policy hitherto in use.
(ii) Historical cost convention
The financial statements have been prepared on a historical cost basis, except for the following:
• Certain Financial instruments are measured at fair value;
• Assets held for sale – measured at fair value less cost to sell;
• Defined benefit plans – plan assets measured at fair value; and
• Share based payments
(iii) Preparation of financial statements
The Company is covered in the definition of Non-Banking Financial Company as defined in Companies (Indian Accounting
Standards) (Amendment) Rules, 2016. As per the format prescribed under Division III of Schedule III to the Companies Act,
2013 on 11 October 2018, the Company presents the Balance Sheet, the Statement of Profit and Loss and the Statement
of Changes in Equity in the order of liquidity. A maturity analysis of recovery or settlement of assets and liabilities within 12
months after the reporting date and more than 12 months after the reporting date is presented in note 58.
(iv) Use of estimates and judgments
The preparation of financial statements in conformity with Ind AS requires management to make estimates, judgments, and
assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities (including
contingent liabilities) and disclosures as of the date of financial statements and the reported amounts of revenue and expenses
for the reporting period. Actual results could differ from these estimates. Accounting estimates and underlying assumptions
are reviewed on an ongoing basis and could change from period to period. Appropriate changes in estimates are recognized
in the period in which the Company becomes aware of the changes in circumstances surrounding the estimates. Any revisions
to accounting estimates are recognized prospectively in the period in which the estimate is revised and future periods. The
estimates and judgments that have significant impact on carrying amount of assets and liabilities at each balance sheet date
are discussed at note 3.

Notes to Financial Statement (Contd..)
(v) Determining whether an arrangement contains a lease

The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a
lease requires significant judgment. The Company uses significant judgement in assessing the lease term (including anticipated
renewals) and the applicable discount rate. The Company determines the lease term as the non-cancellable period of a lease,
together with both periods covered by an option to extend the lease if the Company is reasonably certain to exercise that
option; and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that
option.
2.2 Revenue Recognition

The Company recognizes revenue from contracts with customers based on a five step model as set out in Ind AS 115, Revenue
from Contracts with Customers, to determine when to recognize revenue and at what amount. Revenue is measured based
on the consideration specified in the contract with a customer. Revenue from contracts with customers is recognised when
services are provided and it is highly probable that a significant reversal of revenue is not expected to occur.
Revenue is measured at fair value of the consideration received or receivable. Revenue is recognised when (or as) the Company
satisfies a performance obligation by transferring a promised service (i.e. an asset) to a customer. An asset is transferred when
(or as) the customer obtains control of that asset.
When (or as) a performance obligation is satisfied, the Company recognizes as revenue the amount of the transaction price
(excluding estimates of variable consideration) that is allocated to that performance obligation.
The Company applies the five-step approach for recognition of revenue:
• Identification of contract(s) with customers;
• Identification of the separate performance obligations in the contract;
• Determination of transaction price;
• Allocation of transaction price to the separate performance obligations; and
• Recognition of revenue when (or as) each performance obligation is satisfied.
(i) Brokerage fee income
It is recognised on trade date basis and is exclusive of goods and service tax and securities transaction tax (STT) wherever
applicable.
(ii) Research and advisory income
Research and advisory income is accounted for on an accrual basis in accordance with the terms of the respective
agreements entered into between the Company and the counter party.
(iii) Interest income
Interest income is recognized on accrual basis.
(iv) Dividend income
Dividend income is recognized in the Statement of profit and loss on the date that the Company’s right to receive payment
is established, it is probable that the economic benefits associated with the dividend will flow to the entity and the amount
of dividend can be reliably measured. This is generally when the shareholders approve the dividend.
(v) Portfolio management commission income
Portfolio management commissions is recognised on an accrual basis in accordance with the terms of the agreement
entered with asset management company.
(vi) Rental income
Lease income from operating leases where the Company is a lessor is recognized in income on a straight-line basis over
the lease term unless the receipts are structured to increase in line with expected general inflation to compensate for
the expected inflationary cost increases. The respective leased assets are included in the balance sheet based on their
nature.
(vii) Profit and loss from partnership firm / LLP
Profit and loss from partnership firm / LLP are accounted on accrual basis and as per terms of respective Partnership /
LLP agreement.

2.3 Income Tax

The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the
applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences and to unused tax losses. Current and deferred tax is recognized in Statement of profit and loss, except
to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is
also recognized in other comprehensive income or directly in equity, respectively.
Current Tax
Current tax is measured at the amount of tax expected to be payable on the taxable income for the year as determined in
accordance with the provisions of the Income Tax Act, 1961. Current tax assets and current tax liabilities are off set when there
is a legally enforceable right to set off the recognized amounts and there is an intention to settle the asset and the liability on
a net basis.
Deferred Tax
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognized if
they arise from the initial recognition of goodwill. Deferred tax is determined using tax rates (and laws) that have been enacted
or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax
asset is realized or the deferred income tax liability is settled.
Deferred tax assets are recognized for all deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilize those temporary differences and losses.
Deferred tax liabilities are not recognized for temporary differences between the carrying amount and tax bases of investments
in subsidiaries and associates where the Company is able to control the timing of the reversal of the temporary differences
and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities
and when the deferred tax balances relate to the same taxation authority.
2.4 Leases
For any new contracts entered into on or after 1 April 2019, the Company considers whether a contract is, or contains a lease.
A lease is defined as ‘a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period
of time in exchange for consideration’. The Company assess whether it has the right to direct ‘how and for what purpose’ the
asset is used throughout the period of use.
Measurement and recognition of leases as a lessee
The Company has adopted lnd AS 116 “Leases” using the cumulative catch-up approach. Company has recognized Right of
Use assets as at 1 April 2019 for leases previously classified as operating leases and measured at an amount equal to lease
liability (adjusted for related prepayments/ accruals). The Company has discounted lease payments using the incremental
borrowing rate for measuring the lease liability.
The Company depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier
of the end of the useful life of the right-of-use asset or the end of the lease term. The Company also assesses the right-of-use
asset for impairment when such indicators exist.
Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance
fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and
payments arising from options reasonably certain to be exercised.
Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured
to reflect any reassessment or modification, or if there are changes in in-substance fixed payments
When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss
if the right-of-use asset is already reduced to zero.
The Company has elected to account for short-term leases and leases of low-value assets using the practical expedients.
Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognized as an expense
in Statement of profit and loss on a straight-line basis over the lease term.
When the Company revises its estimate of the term of any lease, it adjusts the carrying amount of the lease liability to reflect
the payments to make over the revised term, which are discounted using a revised discount rate. The carrying value of lease

liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised,
except the discount rate remains unchanged. In both cases an equivalent adjustment is made to the carrying value of the
right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term. If the carrying
amount of the right-of-use asset is adjusted to zero, any further reduction is recognised in statement of profit and loss.
For contracts that both convey a right to the Company to use an identified asset and require services to be provided to the
Company by the lessor, the Company has elected to account for the entire contract as a lease, i.e. it does allocate any amount
of the contractual payments to, and account separately for, any services provided by the supplier as part of the contract
2.5 Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits
held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or
less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
2.6 Financial instruments

Initial recognition and measurement:
Financial assets and financial liabilities are recognized when the entity becomes a party to the contractual provisions of the
instrument. Regular way purchases and sales of financial assets are recognized on trade-date, the date on which the Company
commits to purchase or sell the asset.
At initial recognition, the Company measures a financial asset or financial liability at its fair value plus or minus, in the case of
a financial asset or financial liability not at fair value through profit or loss, transaction costs that are incremental and directly
attributable to the acquisition or issue of the financial asset or financial liability, such as fees and commissions. Transaction costs
of financial assets and financial liabilities carried at fair value through profit or loss are expensed in Statement of profit and
loss. Immediately after initial recognition, an expected credit loss allowance (ECL) is recognized for financial assets measured
at amortized cost.
When the fair value of financial assets and liabilities differs from the transaction price on initial recognition, the entity recognizes
the difference as follows:
a) When the fair value is evidenced by a quoted price in an active market for an identical asset or liability (i.e. a Level 1
input) or based on a valuation technique that uses only data from observable markets, the difference is recognized as a
gain or loss.
b) In all other cases, the difference is deferred and the timing of recognition of deferred day one profit or loss is determined
individually. It is either amortized over the life of the instrument, deferred until the instrument’s fair value can be
determined using market observable inputs, or realized through settlement.
When the Company revises the estimates of future cash flows, the carrying amount of the respective financial assets or
financial liability is adjusted to reflect the new estimate discounted using the original effective interest rate. Any changes are
recognized in Statement of profit and loss.
Fair value of financial instruments:
Some of the Company’s assets and liabilities are measured at fair value for financial reporting purpose. Fair value is the price
that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at
the measurement date regardless of whether that price is directly observable or estimated using another valuation technique.
Fair value measurements under Ind AS are categorized into Level 1, 2, or 3 based on the degree to which the inputs to the
fair value measurement are observable and the significance of the inputs to the fair value measurement in its entirety, which
are described as follows:
– Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at
measurement date
– Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly
or indirectly; and
– Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs) that the
Company can access at measurement date.
Information about the valuation techniques and inputs used in determining the fair value of various assets and liabilities are
disclosed in Note 55.

Financial assets
(i) Classification and subsequent measurement
The Company has applied Ind AS 109 and classifies its financial assets in the following measurement categories:
• Fair value through profit or loss (FVTPL);
• Fair value through other comprehensive income (FVOCI); or
• Amortised cost.
1. Financial assets carried at amortised cost
a financial asset is measured at the amortised cost if both the following conditions are met:
• The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
• Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and
interest (SPPI) on the principal amount outstanding. After initial measurement, such financial assets are subsequently
measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking
into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR
amortisation is included in interest income in the Statement of Profit and Loss.
2. Equity instruments
Equity instruments are instruments that meet the definition of equity from the issuer’s perspective; that is, instruments
that do not contain a contractual obligation to pay and that evidence a residual interest in the issuer’s net assets.
All investments in equity instruments classified under financial assets are initially measured at fair value, the Company
may, on initial recognition, irrevocably elect to measure the same either at FVOCI or FVTPL. The Company makes such
election on an instrument-by-instrument basis. Fair value changes on an equity instrument is recognised as revenue from
operations in the Statement of Profit and Loss unless the Company has elected to measure such instrument at FVOCI. Fair
value changes excluding dividends, on an equity instrument measured at FVOCI are recognized in OCI. Amounts recognised
in OCI are not subsequently reclassified to the Statement of Profit and Loss. Dividend income on the investments in equity
instruments are recognised as ‘Revenue from operations’ in the Statement of Profit and Loss.
3. Investments in mutual funds
Investments in mutual funds are measured at fair value through profit and loss (FVTPL).
(ii) Impairment
The Company recognizes impairment allowances using Expected Credit Losses (“ECL”) method on all the financial assets
that are not measured at FVTPL:
ECL are probability-weighted estimate of credit losses. They are measured as follows:
• Financials assets that are not credit impaired – as the present value of all cash shortfalls that are possible within 12
months after the reporting date.
• Financials assets with significant increase in credit risk - as the present value of all cash shortfalls that result from all
possible default events over the expected life of the financial assets.
• Financials assets that are credit impaired – as the difference between the gross carrying amount and the present value
of estimated cash flows.
Financial assets are written off/fully provided for when there is no reasonable of recovering financial assets in its entirety
or a portion thereof.
However, financial assets that are written off could still be subject to enforcement activities under the Company’s recovery
procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in the Statement
of Profit and Loss.
(iii) Derecognition
A financial asset is derecognised only when:
The Company has transferred the rights to receive cash flows from the financial asset or retains the contractual rights to
receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more
recipients.
Where the Company has transferred an asset, the Company evaluates whether it has transferred substantially all risks and
rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the entity has not

transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised.
Where the Company has neither transferred a financial asset nor retains substantially all risks and rewards of ownership
of the financial asset, the financial asset is derecognised if the Company has not retained control of the financial asset.
Where the Company retains control of the financial asset, the asset is continued to be recognised to the extent of
continuing involvement in the financial asset.
Financial liabilities
(i) Initial recognition and measurement
All financial liabilities are recognised when the Company becomes a party to the contractual provisions of the financial
instrument and are measured initially at fair value adjusted for transaction costs.
(ii) Subsequent measurement
Financial liabilities are subsequently measured at amortised cost using the EIR method. Financial liabilities carried at
fair value through profit or loss is measured at fair value with all changes in fair value recognised in the Statement
of Profit and Loss.
(iii) Derecognition
A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expires.
2.7 Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable
right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the
liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the
normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.
2.8 Financial guarantee contracts and loan commitments

Financial guarantee contracts are contracts that require the issuer to make specified payments to reimburse the holder for a
loss it incurs because a specified debtor fails to make payments when due, in accordance with the terms of a debt instrument.
Such financial guarantees are given to banks, financial institutions and others on behalf of customers to secure loans, overdrafts
and other banking facilities.
Financial guarantee contracts are initially measured at fair value and subsequently measured at the higher of:
• The amount of the loss allowance; and
• The premium received on initial recognition less income recognized in accordance with the principles of Ind AS 115.
2.9 Property, plant and equipment

Property, plant and equipment are stated at cost of acquisition less accumulated depreciation. Cost includes expenditure that
is directly attributable to the acquisition and installation of the assets.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it
is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be
measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced.
All other repairs and maintenance are charged to Statement of profit and loss during the reporting period in which they are
incurred.
Depreciation methods, estimated useful lives and residual value
Depreciation is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated
useful life prescribed under Schedule II to the Companies Act, 2013. The Company provides pro-rata depreciation from the
month in which the asset is first put to use, till date the assets are sold or disposed. Leasehold improvements are amortised
over the term of underlying lease.
Assets Useful life
Leasehold Improvements Over the primary lease period or useful life. Whichever is less.
Furniture and Fixtures 10 years
Office Equipments 5 years
Computers 3 years
Vehicles 8 to 10 years

Derecognition:
The carrying amount of an item of property, plant and equipment is derecognized on disposal or when no future economic
benefits are expected from its use or disposal. Gains and losses on disposals are determined by comparing proceeds with
carrying amount and are recognized in the statement of profit and loss when the asset is derecognized.
2.10 Intangible assets

Measurement at recognition:
Intangible assets are recognized where it is probable that the future economic benefit attributable to the assets will flow
to the Company and its cost can be reliably measured. Intangible assets are stated at cost of acquisition less accumulated
amortization and impairment, if any.
Expenditure incurred on acquisition/development of intangible assets which are not put/ready to use at the reporting date is
disclosed under intangible assets under development. The Company amortizes intangible assets on a straight-line basis over
the five years commencing from the month in which the asset is first put to use. The Company provides pro-rata amortization
from the day the asset is put to use.
Assets Useful life
Computer Software 5 years
Derecognition:
The carrying amount of an intangible asset is derecognized on disposal or when no future economic benefits are expected
from its use or disposal. Gains and losses on disposals are determined by comparing proceeds with carrying amount and are
recognized in the statement of profit and loss when the asset is derecognized.
2.11 Investment Property

Property that is held for long-term rental yields or for capital appreciation or both, and that is not used by the group for
business purposes, is classified as investment property. Investment property is measured initially at its cost, including related
transaction costs and where applicable borrowing costs. Subsequent expenditure is capitalised to the asset’s carrying amount
only when it is probable that future economic benefits associated with the expenditure will flow to the group and the cost
of the item can be measured reliably. All other repairs and maintenance costs are expensed when incurred. When part of an
investment property is replaced, the carrying amount of the replaced part is derecognized.
2.12 Impairment of non-financial assets

At each reporting date, the Company assesses whether there is any indication based on internal/external factors, that an asset
may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. The recoverable
amount of asset is the higher of its fair value or value in use. Value in use is based on the estimated future cash flows, discounted
to their present value using a pre-tax discount rate that reflects the current market assessment of time value of money and
the risks specific to it. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which
the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount and the reduction
is treated as an impairment loss and is recognised in the statement of profit and loss. All assets are subsequently reassessed
for indications that an impairment loss previously recognised may no longer exist. An Impairment loss is reversed if there
has been a change in estimates used to determine the recoverable amount. Such a reversal is made only to the extent that
the assets carrying amount would have been determined, net of depreciation or amortization, had no impairment loss been
recognised.
2.13 Provisions and contingencies:

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. Provisions are measured at the best estimate of the expenditure
required to settle the present obligation at the reporting date.
Provisions are determined by discounting the expected future cash flows (representing the best estimate of the expenditure
required to settle the present obligation at the balance sheet date) at a pre-tax rate that reflects current market assessments
of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.
Expected future operating losses are not provided for.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of

the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources
will be required to settle the obligation or a reliable estimate of the amount cannot be made.
2.14 Employee benefits

(i) Short-term obligations
Short-term employee benefits are recognized as an expense at the undiscounted amount in the Statement of Profit and
Loss for the year in which the related services are rendered. The Company recognises the costs of bonus payments when
it has a present obligation to make such payments as a result of past events and a reliable estimate of the obligation can
be made.
(ii) Post-employment obligations
Defined contribution plan:
Contribution paid/payable to the recognised provident fund, which is a defined contribution scheme, is charged to the
Statement of Profit and Loss in the period in which they occur.
Defined benefits plan:
Gratuity is post-employment benefit and is in the nature of defined benefit plan. The liability recognised in the Balance
Sheet in respect of gratuity is the present value of defined benefit obligation at the Balance Sheet date together with
the adjustments for unrecognised actuarial gain or losses and the past service costs. The defined benefit obligation is
calculated at or near the Balance Sheet date by an independent actuary using the projected unit credit method. Actuarial
gains and losses comprise experience adjustment and the effects of changes in actuarial assumptions are recognized in
the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the
statement of changes in equity and in the balance sheet.
(iii) Other long-term employee benefits obligations
Heritage club benefit
Heritage club benefits are recognised as liability at the present value of defined benefits obligation as at the Balance
Sheet date. The defined obligation benefit is calculated at the Balance Sheet date by an independent actuary using the
projected unit credit method.
Compensated absences
The Company does not have a policy of encashment of unavailed leaves for its employees but are permitted to carry
forward subject to a prescribed maximum day. Provision is made for expected cost of accumulating compensated absences
as a result of unused leave entitlement which has accumulated as at the balance sheet date.
2.15 Share-based payments

Employee Stock Option Scheme (ESOS)
The Employees Stock Options Scheme (“the Scheme”) has been established by the Company. The Scheme provides that
employees are granted an option to subscribe to equity share of the Company that vests on the satisfaction of vesting conditions.
The fair value of options granted under ESOS is recognized as an employee benefits expense with a corresponding increase
in equity. The total amount to be expensed is determined reference to the fair value of the options granted excluding the
impact of any service conditions. Information about the valuation techniques and inputs used in determining the sale value
of assets and liabilities disclosed in note 53.
The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions
are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to
vest based on the service conditions. It recognizes the impact of the revision to original estimates, if any, in Statement of profit
and loss, with a corresponding adjustment to equity.
2.16 Foreign currency translation

(i) Functional and presentation currency
Items included in financial statements of the Company are measured using the currency of the primary economic
environment in which the Company operates (‘the functional currency’). The financial statements are presented in Indian
rupee (INR), which is MOFSL’s functional and presentation currency.

(ii) Translation and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation
of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are recognized in Statement
of profit and loss.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the
date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported
as part of the fair value gain or loss. For example, translation differences on non - monetary assets and liabilities such as
equity instruments held at fair value through profit or loss are recognized in Statement of profit and loss as part of the
fair value gain or loss and translation differences on non-monetary assets such as equity investments classified as FVOCI
are recognized in other comprehensive income.
2.17 Dividends
Provision is made for the amount of any dividend declared, being appropriately authorized and no longer at the discretion of
the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.
2.18 Earnings per share

a) Basic earnings per share
Basic earnings per share is calculated by dividing the net profit for the period (excluding other comprehensive income)
attributable to equity share holders of the Company by the weighted average number of equity shares outstanding during
the financial year, adjusted for bonus element in equity shares issued during the year.
b) Diluted earnings per share
Diluted earnings per share is computed by dividing the net profit for the period attributable to equity shareholders by
the weighted average number of shares outstanding during the period as adjusted for the effects of all diluted potential
equity shares except where the results are anti-dilutive.
2.19 Rounding of amounts

All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakhs as per the requirements.
2.20 Events after reporting date

Where events occurring after the balance sheet date provide evidence of conditions that existed at the end of the reporting
period, the impact of such events is adjusted within the financial statements. Otherwise, events after the balance sheet date
of material size or nature are only disclosed.
2.21 Recent accounting developments

Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards. There is no such
notification which would have been applicable to the Company from 1 April 2020
NOTE 3 : KEY ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of financial statements requires management to make judgments, estimates and assumptions in the application
of accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from
these estimates. Estimates and underlying assumptions are reviewed on ongoing basis. Any changes to accounting estimates are
recognized prospectively.
Information about critical judgments in applying accounting policies, as well as estimates and assumptions that have the most
significant effect on the amounts recognised in the financial statements are included in the following notes:
(a) Provision and contingent liability: On an ongoing basis, Company reviews pending cases, claims by third parties and other
contingencies. For contingent losses that are considered probable, an estimated loss is recorded as an accrual in financial
statements. Loss Contingencies that are considered possible are not provided for but disclosed as Contingent liabilities in
the financial statements. Contingencies the likelihood of which is remote are not disclosed in the financial statements. Gain
contingencies are not recognized until the contingency has been resolved and amounts are received or receivable.
(b) Allowance for impairment of financial asset: The Company applies expected credit loss model (ECL) for measurement and
recognition of impairment loss. The Company recognises lifetime expected losses for all contract assets and / or all trade
receivables that do not constitute a financing transaction. At each reporting date, the Company assesses whether the loans

have been impaired. The Company is exposed to credit risk when the customer defaults on his contractual obligations. For the
computation of ECL, the loan receivables are classified into three stages based on the default and the aging outstanding. The
Company recognises life time expected credit loss for trade receivables and has adopted simplified method of computation
as per Ind AS 109. The Company considers outstanding overdue for more than 90 days for calculation of expected credit loss.
(c) Recognition of deferred tax assets: Deferred tax assets are recognised for unused tax-loss carry forwards and unused tax
credits to the extent that realisation of the related tax benefit is probable. The assessment of the probability with regard to
the realisation of the tax benefit involves assumptions based on the history of the entity and budgeted data for the future.
(d) Defined benefit plans: The cost of defined benefit plans and the present value of the defined benefit obligations are based
on actuarial valuation using the projected unit credit method. An actuarial valuation involves making various assumptions
that may differ from actual developments in the future. These include the determination of the discount rate, future salary
increases and mortality rates. Due to the complexities involved in the valuation and its long - term nature, a defined benefit
obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
(e) Stock based compensation: The Company account for stock-based compensation by measuring and recognizing as compensation
expense the fair value of all share-based payment awards made to employees based on estimated grant date fair values. The
determination of fair value involves a number of significant estimates. The Company uses the Black Scholes option pricing
model to estimate the value of employee stock options which requires a number of assumptions to determine the model
inputs. These include the expected volatility of Company’s stock and employee exercise behavior which are based on historical
data as well as expectations of future developments over the term of the option. As stock-based compensation expense
is based on awards ultimately expected to vest. Management’s estimate of exercise is based on historical experience but
actual exercise could differ materially as a result of voluntary employee actions and involuntary actions which would result
in significant change in our stock-based compensation expense amounts in the future.
(f) Property, plant and equipment and Intangible Assets: Management reviews the estimated useful lives and residual values of
the assets annually in order to determine the amount of depreciation to be recorded during any reporting period. The useful
lives and residual values as per schedule II of the Companies Act, 2013 or are based on the Company’s historical experience
with similar assets and taking into account anticipated technological changes, whichever is more appropriate.
(g) Leases - The Company evaluates if an arrangement qualifies to be a lease as per IND AS 116.
– The Company determines lease term as a non-cancellable period of a lease, together with both the period covered by
an option to extend the lease if the Company is reasonably certain to exercise lessee options.
– The determination of the incremental borrowing rate used to measure lease liabilities.
NOTE 4 : CASH AND CASH EQUIVALENTS

As at As at
31-Mar-20 31-Mar-19
Cash on hand 26 31
Balance with banks
– In current accounts 31,064 14,993
– Fixed deposit with banks (Maturity within 3 months) 36,578 10,775
Total 67,668 25,799

NOTE 5 : BANK BALANCE OTHER THAN (4) ABOVE

As at As at
31-Mar-20 31-Mar-19
Earmarked balances (unpaid dividend account) 44 19
Fixed deposit with banks (with original maturity more than 3 months)* 44,902 24,939
Fixed deposits (maturity more than 12 months)* 7,694 5,694
52,640 30,652
*Fixed deposits are pledged with exchange and banks for meeting margin requirements and for obtaining bank guarantee respectively.
NOTE 6 : RECEIVABLES
As at As at
31-Mar-20 31-Mar-19
Trade receivables
Considered good - secured* 33,671 83,622
Considered good - unsecured 15,263 35,854
Less: Allowances for impairment losses (1,103) (1,063)
47,831 118,413
Other receivables
Rent Receivables others – –
Receivable from subsidiary companies 820 12
Total 820 12
No trade or other receivable are due from directors or other officers of the company either severally or jointly with any other
person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner,
a director or a member.
*Secured against securities given as collateral by the customer
NOTE 7 : LOANS
As at As at
31-Mar-20 31-Mar-19
Loans - At amortised cost
(A) Others
Loans repayable on demand 14 14
Loan to employees 167 179
Margin trading facility 19,849 47,562
Loans to related parties (subsidiaries) – 4,626
Less : Impairment loss allowance (67) (18)
Total (A) Net 19,963 52,363

As at As at
31-Mar-20 31-Mar-19
(B) Secured / Unsecured
Secured by tangible assets 19,849 47,562
Unsecured 181 4,819
Total (B) Net 19,963 52,363
C) Loans in India
Public sector – –
Others 20,030 52,381
Total (C) Net 19,963 52,363
Stage wise break up of loans

(i) Low credit risk (Stage 1) 19,963 52,363
(ii) Significant increase in credit risk (Stage 2) – –
(iii) Credit impaired (Stage 3) – –
Total 19,963 52,363
NOTE 8 : INVESTMENTS
Particulars Shares / Units Amount as at
Subsidiary/ 31-Mar-20 31-Mar-19 31-Mar-20 31-Mar-19
others Number Number R in Lakhs R in Lakhs
1) Investment at amortised cost
(a) Investment in subsidiaries
Motilal Oswal Finvest Limited Subsidiary 4,93,60,089 2,94,76,206 55,035 30,035
Motilal Oswal Securities International Private Limited Subsidiary 45,69,200 45,69,200 457 457
Motilal Oswal Wealth Management Limited Subsidiary 8,13,200 8,00,000 1,521 1,226
Motilal Oswal Asset Management Company Limited Subsidiary 66,81,63,624 65,00,00,000 13,981 6,501
Motilal Oswal Trustee Company Limited Subsidiary 1,00,000 1,00,000 10 10
Motilal Oswal Capital Markets (Honkong) Private Limited Subsidiary 60,00,000 60,00,000 412 412
Motilal Oswal Capital Markets (Singapore) Pte. Limited Subsidiary 13,61,111 13,61,111 1,041 1,041
Motilal Oswal Home Finance Limited (Formerly known Subsidiary 4,83,62,67,897 4,83,62,67,897 56,633 56,633
as Aspire Home Finance Corporation Limited)
Motilal Oswal Commodities Brokers Private Limited Subsidiary 4,10,044 4,10,044 90 90
Motilal Oswal Investment Advisors Limited Subsidiary 10,00,000 10,00,000 4,137 4,137
MOPE Investment Advisors Private Limited Subsidiary 51,274 50,000 1,260 5
Motilal Oswal Fincap Private Limited Subsidiary 30,00,000 30,00,000 300 300
Glide Tech Investment Advisory Private Limited Subsidiary 10,00,000 – 100 –
Motilal Oswal Finsec IFSC Ltd Subsidiary 24,00,000 – 240 –
Total 135,217 100,847
(b) Investment in equity shares
Shubham Housing Development Finance Company Private Others 21,377 21,377 462 265
Limited
Shriram New Horizons Limited Others 7,50,000 7,50,000 1,013 1,013
Central Depository Services India Limited Others 100 100 0 0
Total 1,475 1,278


(c) Investment in preference shares and debentures
Compulsory Convertible preference shares of Shubham Others 2,20,260 2,20,260 2,735 2,735
Housing Development Finance Company Private Limited
Total 2,735 2,735
2) Investment at fair value through other comprehensive
income
Investment in equity shares
AU Finance (India) Limited* Others 32,81,796 32,81,796 16,584 19,546
Investment through Portfolio Management Services (PMS)
Bajaj Finance Ltd. Others 5,075 – 112 –
City Union Bank Ltd. Others 1,71,016 – 221 –
Federal Bank Limited Others 1,86,835 – 77 –
ICICI Bank Ltd Others 97,402 – 315 –
J&k Bank Others 1,09,353 – 14 –
Kotak Mahindra Bank Ltd. Others 63,211 – 819 –
Max Financial Service ltd. Others 62,453 – 240 –
Colgate Palmolive (India) Limited Others 14,203 – 178 –
Emami Limited Others 42,176 – 72 –
Glaxosmithkline Consumer Healthcare Ltd Others 2,637 – 263 –
Page Industries Ltd. Others 2,686 – 456 –
Godrej Indus Others 49,711 – 141 –
Voltas Ltd Others 1,14,731 – 547 –
Alkem Laboratories Ltd. Others 8,431 – 196 –
Ipca lab ltd. Others 23,748 – 331 –
Bharat Forge Ltd. Others 44,601 – 105 –
Bosch Ltd. Others 1,582 – 149 –
Eicher Motors Ltd. Others 1,583 – 207 –
L&T technology Services Ltd. Others 19,835 – 230 –
Tech Mahindra Limited Others 34,954 – 198 –
AEGIS Logistics Limited Others 76,167 – 106 –
Hindustan Petroleum Corporation Ltd. Others 73,780 – 140 –
Container Corporation of India Ltd. Others 38,560 – 128 –
Bayer Cropscience Limited Others 3,125 – 108 –
Cummins India Ltd. Others 22,498 – 74 –
Engineers In Others 46,627 – 28 –
Cash & Cash Equivalent Others – – 19 –
Total 22,058 19,546
3) Investment at fair value through profit and loss
(a) Investments in real estate funds
India Realty Excellence Fund II LLP Others – – 3,525 4,504
India Realty Excellence Fund III Others 99,91,452 97,92,497 11,824 10,208
India Realty Excellence Fund IV Others 65,00,000 35,00,000 6,932 3,500
Contrarian Vriddhi Fund I LLP Others 1,000 1,000 180 138
Total 22,461 18,350
(b) Investment in units of mutual funds
Motilal Oswal MoSt Focused 25 Fund Others 4,11,08,111 4,11,08,111 8,357 9,556
Most Focused 30 Fund Others 7,41,14,633 7,41,14,633 15,377 20,095
Most Shares N100 ETF Others 18,330 18,330 108 91


Most Focused Multicap 35 Fund Growth Others 12,88,76,056 13,68,23,821 26,569 37,231
Most Shares M50 ETF Others 59,499 59,499 50 67
MOSt Shares Midcap 100 ETF Others 5,07,650 5,07,650 64 95
Most Focused Long Term Fund Others 1,90,816 1,90,816 28 35
Motilal Oswal Nifty Midcap 150 Index Fund - Direct Others 3,53,715 – 28 –
Growth Option
Motilal Oswal Nifty 500 Fund - Direct Growth Option Others 92,658 – 7 –
Motilal Oswal Nifty Bank Index Fund - Direct Growth Option Others 22,044 – 2 –
Motilal Oswal Nifty Smallcap 250 Index Fund - Direct Others 19,498 – 1 –
Growth Option
Motilal Oswal Nifty 50 Index Fund - Direct Growth Option Others 2,00,704 – 14 –
Motilal Oswal Nifty Next 50 Index Fund - Direct Growth Others 69,847 – 5 –
Option
Total 50,610 67,170
(c) Investment in alternative investment funds
Motilal Oswal Focused Growth Opportunities Fund Others 72,80,244 72,80,244 785 1,100
Motilal Oswal Focused Growth Opportunities Fund Others 25,287 25,287 5 7
(Carry units)
Motilal Oswal Focused Multicap Opportunities Fund Others 1,01,72,664 1,01,72,664 749 1,103
Motilal Oswal Focused Multicap Opportunities Fund Others 82,500 82,500 6 9
(Carry units)
Motilal Oswal Select Opportunities Fund Others 1,00,85,273 99,85,273 930 1,086
Motilal Oswal Select Opportunities Fund (Carry units) Others 1,00,000 1,00,000 10 11
Motilal Oswal Focused Business Advantage Fund Others 1,00,00,000 1,00,00,000 991 1,179
Motilal Oswal Focused Business Advantage Fund (Carry Others 1,00,000 1,00,000 12 12
units)
Motilal Oswal Focused Emergence Fund Others 1,17,19,700 1,17,19,700 599 961
Motilal Oswal Rising India Fund Others 97,49,870 97,49,870 909 1,033
Motilal Oswal Select Opportunities Fund Series II Others 30,00,000 – 218 –
Motilal Oswal Equity Opportunities Fund Others 81,18,297 – 649 –
Total 5,863 6,501
(d) Investment in private equity funds
India Business Excellence Fund I Others 475 475 4,601 6,058
India Business Excellence Fund II Others 6,82,500 6,82,500 7,810 10,265
India Business Excellence Fund II (Carry units) Others 1,022 997 10 10
India Business Excellence Fund III Others 29,76,095 29,76,095 15,461 12,717
Total 27,882 29,050
Total (I) 268,301 245,477
(e) Investment in units of liquid mutual funds
Reliance Liquid Fund - Treasury Plan - Growth Plan - Growth Others – 3,19,337 – 12,598
Option
Reliance Liquidity Fund - Growth Plan - Growth Option Others – 2,24,102 – 1,897
Reliance Banking and PSU Debt Direct Growth Fund Others – 13,29,06,806 – 18,067
Reliance Medium Term Fund - Direct Growth Plan - Others – 1,51,18,164 – 6,062
Growth Option
Birla Sunlife Cash Plus Direct Plan Growth Others 28,14,162 28,14,162 8,993 8,455
ICICI pru money market - Direct plan Others 44,78,928 18,71,220 13,158 5,172
Kotak floater short term - Direct plan Growth Others 2,63,772 1,36,066 10,590 5,149
UTI money market fund - Direct Growth Others – 1,71,136 – 5,238


HDFC Liquid Fund -Direct Plan - Growth Option Others 4,62,880 69,999 18,083 2,575
HDFC Overnight Fund - Direct Plan - Growth Others 3,36,837 – 10,002 –
SBI Savings Fund Direct Plan Growth Others 1,54,53,896 – 5,002 –
SBI Liquid Fund Direct Plan Growth Others 3,21,835 – 10,006 –
Nippon India Liquid Fund Direct Plan Growth Plan Others 2,06,307 – 10,007 –
Nippon India Overnight Fund Direct Growth Plan Others 93,30,743 – 10,002 –
Mirae Asset Cash Management Fund - Direct Plan - Others 1,19,427 – 2,502 –
Growth
Axis Liquid Direct Fund - Growth Others 4,56,713 – 10,067 –
L&T Liquid Fund Direct Plan Growth Option Others 91,928 – 2,501 –
Total (II) 110,913 65,213
Total (I+II) (A) 3,79,214 310,690
Investment in India 377,761 309,237
Investment Outside India 1,453 1,453
Total (B) 379,214 310,690
Less Allowance for impairment loss 1,195 1,195
Total 378,019 309,495
*The Company has designated its equity investments as FVOCI on the basis that these are not held for trading and held for strategic
NOTE 9 : OTHER FINANCIAL ASSETS

As at As at
31-Mar-20 31-Mar-19
Electricity and other deposits 1,206 978
Deposits with exchange 11,453 1,673
Receivable from exchanges 666 649
Total 13,325 3,300
NOTE 10 : CURRENT TAX ASSETS (NET)

As at As at
31-Mar-20 31-Mar-19
Advance tax (Net of provision) 1,338 23
Total 1,338 23
NOTE 11 : INVESTMENT PROPERTY

As at As at
31-Mar-20 31-Mar-19
Balance at the beginning of the year 8,279 7,764
Addition during the year – 570
Deduction during the year (410) –
Depreciation for the year (56) (55)
Total 7,813 8,279

Fair value of Investment property

Building 23,854 15,815
Estimation of fair value
The fair value of investment property have been determined by an independent
valuer, who has professional experience as well as adequate expertise in the location
and category of the investment property. The value is determined based on the rate
prescribed by government authorities for commercial property. The resultant fair value
estimates for investment property is included in level 2.
Amounts recognised in the statement of profit and loss in relation to investment
Rental Income from investment property (Refer note 27) 2,084 2,482
Direct operating expenses arising from investment property that generated rental – –
income during the period
Direct operating expenses arising from investment property that did not generate rental – –
income during the period
NOTE 12 : PROPERTY PLANT AND EQUIPMENTS

Current year (R in Lakhs)
Particulars Gross block Accumulated depreciation / amortization Net block
Balance Additions Disposals Balance Balance Additions Disposals Balance Balance Balance
as at As at as at As at As at As at
1-Apr-19 31-Mar-20 1-Apr-19 31-Mar-20 31-Mar-19 31-Mar-20
Property, plant and equipment
Land 2,667 – – 2,667 – – – – 2,667 2,667
Buildings 19,217 443 110 19,550 6,412 510 5 6,917 12,805 12,633
Plant and machinery 7,261 692 – 7,953 5,694 505 – 6,199 1,566 1,754
Furniture and fixtures 2,390 159 – 2,549 1,692 89 – 1,781 698 768
Vehicles 799 58 – 857 523 72 – 595 276 262
Office equipments 3,684 320 – 4,004 3,273 201 – 3,474 412 530
Right of use(Office – 3,181 – 3,181 – 1,010 – 1,010 – 2,171
Premise)
Total (A) 36,018 4,853 110 40,761 17,594 2,387 5 19,976 18,424 20,785
Intangible assets under – – – – – – – – – –
development
Total (B) – – – – – – – – – –
Intangible assets
Goodwill 90 – – 90 90 – – 90 – –
Computer software 4,584 852 – 5,436 3,180 534 – 3,714 1,404 1,722
BSE / MCX Cards 648 – – 648 648 – – 648 – –
Custom Right 684 424 1,108 684 7 – 691 – 417 –
Total (C) 6,006 1,276 – 7,282 4,602 541 – 5,143 1,404 2,139
Total (A) + (B)+(C) 42,024 6,129 110 48,043 22,196 2,928 5 25,119 19,828 22,924
Previous Year (R in Lakhs)

Property, plant and
equipment
Land 2,667 – – 2,667 – – – – 2,667 2,667
Buildings 19,791 193 768 19,217 6,011 545 144 6,412 13,780 12,805


Plant and machinery 6,912 349 – 7,261 5,553 142 – 5,694 1,359 1,566
Furniture and fixtures 2,347 43 – 2,390 1,583 109 – 1,692 764 698
Vehicles 612 187 – 799 458 65 – 523 154 276
Office equipments 3,369 315 – 3,684 2,830 443 – 3,273 539 412
Total (A) 35,698 1,087 768 36,018 16,435 1,304 144 17,594 19,263 18,424
Intangible assets under – 130 – 130 – – – – – 130
development
Total (B) – 130 – 130 – – – – – 130
Intangible assets
Goodwill 90 – – 90 90 – – 90 – –
Computer software 3,820 764 – 4,584 2,736 444 – 3,180 1,085 1,404
BSE / MCX Cards 648 – – 648 648 – – 648 – –
Custom Right 684 – – 684 684 – – 684 – –
Total (C) 5,242 764 – 6,006 4,157 444 – 4,602 1,085 1,404
Total (A) + (B) + (C) 40,940 1,981 768 42,154 20,592 1,748 144 22,196 20,348 19,958
NOTE 13 : OTHER NON-FINANCIAL ASSETS

As at As at
31-Mar-20 31-Mar-19
Capital advances 466 144
For supply of services 1,180 629
Prepaid expenses 504 409
Others 1,160 70
Tax receivables 939 1,078
Total 4,249 2,330
NOTE 14 : PAYABLES
As at As at
31-Mar-20 31-Mar-19
Trade payables
(i) total outstanding dues of micro enterprise and small enterprise (Refer note no. 45) – –
(ii) total outstanding dues of creditors other than micro enterprise and small 156,675 114,629
enterprise
Total 156,675 114,629

NOTE 15 : DEBT SECURITIES

As at As at
31-Mar-20 31-Mar-19
At Amortised cost
Commercial paper (Unsecured)
(i) from banks – –
(ii) from other parties 91,659 19,771
Others (Secured)
Redeemable non-convertible debenture* 15,000 20,000
Total (A) 106,659 39,771
Debt securities in India 106,659 39,771

Debt securities outside India – –
Total (B) 106,659 39,771
*Redeemable non-convertible debenture

Series C - 150 Crores, Redemption date - 3 July 2020, Coupon rate - 8.53% PA
Assets Cover available in case of Non Convertible Debt Securities :
i) First Gala no. L- 105 on first floor, Rajlaxmi Commercial Complex, Village Klaher, Taluka Bhiwandi (District Thane) admeasuring
about 1718 square feet built up equivalent to 159.66 sq mt.
ii) The Loan receivables of the Company of both present and future to the extent of required security cover.
iii) Mutual fund investment by the Company of both present and future to the extent of required security cover.
iv) Units of Private Equity funds owned by the Company.
NOTE 16 : BORROWINGS (OTHER THAN DEBT SECURITIES)

As at As at
31-Mar-20 31-Mar-19
At Amortised cost
Term loans
(i) from banks (secured)*# 6,500 9,000
(ii) from other parties(secured)* 10,000 –
Demand loans
(i) from banks (secured)* 11,433 88,180
(ii) from other parties(secured)* – 5,000
(iiI) from related parties(unsecured) 8,380 –
36,313 102,180
Borrowing in India 36,313 102,180

Borrowing outside India – –
Total 36,313 102,180
* Term loan from banks is secured against units of mutual funds and approved list of shares and securities. Demand loans from
banks and other parties are secured against the property, plant and equipment and trade receivables of the company respectively.
# It consists of loan of R 6,500 Lakhs from Kotak Mahindra Bank Limited which is repayable on 12 June 2020 and secured against
units of mutual funds and approved list of shares and securities

NOTE 17 : DEPOSITS
As at As at
31-Mar-20 31-Mar-19
Security deposit (against premises given on lease) 12 5
Total 12 5
NOTE 18 : OTHER FINANCIAL LIABILITIES

As at As at
31-Mar-20 31-Mar-19
Margin money 22,006 31,565
Interest accrued but not due on borrowings 946 1,044
Unpaid dividend 44 36
Accrued salaries and benefits 62 25
Other payables (includes payable to vendors) 2,818 3,021
Other provisions (includes provision for expenses) 897 1,305
Book overdraft 76 119
Lease liability (Refer note 43) 2,350 –
Total 29,199 37,115
NOTE 19 : CURRENT TAX LIABILITIES

As at As at
31-Mar-20 31-Mar-19
Provision for income taxes 583 –
Total 583 –
NOTE 20 : PROVISIONS
As at As at
31-Mar-20 31-Mar-19
Provision for employee benefits
Compensated absences 462 72
Gratuity and heritage obligation (Refer note 42) 1,756 1,481
Service charges 21 21
ExGratia / Incentive payable (Refer note 42) 5,760 5,823
Total 7,999 7,397
NOTE 21 : DEFERRED TAX LIABILITIES (NET)

As at As at
31-Mar-20 31-Mar-19
Deferred Tax Liabilities (net) (refer note 54) 1,161 8,986
Total 1,161 8,986

NOTE 22 : OTHER NON-FINANCIAL LIABILITIES

As at As at
31-Mar-20 31-Mar-19
Advance received from customers 1,575 1,185
Total 1,575 1,185
NOTE 23 : SHARE CAPITAL

As at 31-Mar-20 As at 31-Mar-19
Number of R in lakhs Number of R in lakhs
shares shares
Authorised
Equity shares of R 1 each ( previous year R 1 each) 92,50,00,000 9,250 92,50,00,000 9,250
Preference shares of R 100 (Previous year R 100 each) 56,50,000 5,650 56,50,000 5,650
93,06,50,000 14,900 93,06,50,000 14,900
Issued, subscribed and paid up

Equity shares of R 1 each fully paid up ( previous year R 1 each) 14,80,66,718 1,481 14,56,80,358 1,457
Of the above, 8,49,21,363 shares (Previous year 8,03,43,667)
held by holding company Passionate Investment Management
Private Limited
14,80,66,718 1,481 14,56,80,358 1,457
2.1 Terms / rights attached to shares

Equity shares :
The Company has one class of equity shares having a par value of R 1 each (previous year: having a par value of R 1 each).
Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holder of the
equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all the preferential
amounts. However, no such preferential amounts exists currently. The distribution will be in proportion to the number of
equity shares held by the shareholders. The Company declares and pays dividend in Indian rupees. The dividend proposed
by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting.
During the year ended 31 March 2020, dividend recognized as distribution to equity shareholders was R 8.50 per share consisting
of final dividend of R 4.50 per share for previous year ended 31 March 2019 and interim dividend of R 4 per share for year
ended 31 March 2020. The total dividend appropriated amounts to R 12,491 lakhs (Previous Year: R 12,374 lakhs) and dividend
distribution tax of R 2,567.50 lakhs (Previous year: R 2,543.40 lakhs) has been paid by utilizing credit of dividend distribution
tax of R 2,567.50 lakhs(Previous year R 1,495.40 lakhs) and by paying through bank Nil (Previous year R 1048 lakhs).
Preference shares :
The Company has only one class of preference shares having a par value of R 100 each and there are no preference shares
issued and subscribed as on 31 March 2020 and 31 March 2019.
2.2 Reconciliation of number of shares outstanding

Number of In R Number of In R
shares shares
At beginning of the year 14,56,80,358 1,457 14,50,83,558 1,451
Stock options exercised under the ESOS 10,55,432 11 5,96,800 6
Preferential Issue* 13,30,928 13 – –
At the end of the year 14,80,66,718 1,481 14,56,80,358 1,457
* Note: Shares were allotted for consideration other than cash.

2.3 Shares holder having more than 5% equity holding in the Company
Name of shareholder As at 31-Mar-20 As at 31-Mar-19
No. of shares % of holding No. of shares % of holding
held held
Passionate Investment Management Private Limited 8,49,21,363 57.35 8,03,43,667 55.15
Mr. Motilal Oswal 85,25,972 5.76 1,01,62,071 6.98
Mr. Raamdeo Agarawal 79,27,265 5.35 1,01,62,071 6.98
Mr. Navin Agarwal 73,68,010 4.98 70,04,010 4.81
2.4 Shares held by holding company

Name of shareholder As at 31-Mar-20 As at 31-Mar-19
No. of shares held % of holding No. of shares held % of holding
Passionate Investment Management Private Limited 8,49,21,363 57.35 8,03,43,667 55.15
2.5 The Company has not issued any bonus shares or bought back any shares preceding to the year 31 March 2020. During the
year 13,30,928 equity shares were issued for consideration other than cash (Previous year Nil).
NOTE 24 : OTHER EQUITY

Capital redemption Reserve
Balance at the beginning of the reporting period 71 71
Balance at the end of the reporting period 71 71
Capital Reserve
Balance at the beginning of the reporting period 14 14
Balance at the end of the reporting period 14 14
Securities premium
Add: during the year 12,457 1,446
Add: Transfer from ESOS Reserve 1,018 891
Balance as at end of the year 64,578 51,103
Share option outstanding account
Balance at the beginning of the reporting period 3,428 2,739
Transfer to securities premium (1,018) (891)
Option granted during the year (Refer note 53) 1,323 1,580
Balance at the end of the reporting period 3,733 3,428
Statutory reserve (under Sec 45IC of RBI Act, 1934)
Balance at the beginning of the reporting period – 12,124
Transfer to general reserve – (12,124)
Balance at the end of the reporting period – –
General reserve
Transfer to debenture redemption reserve – (1,795)
Transfer from debenture redemption reserve 3,353 –
Transfer from statutory reserve – 12,124

Debenture Redemption Reserve

Transfer from general reserve – 1,795
Transfer to general reserve (3,353) –
Balance at the end of the reporting period – 3,353
Retained earnings
Transfer from Statement of Profit and Loss 15,747 31,602
Interim dividend (5,920) (5,824)
Final dividend (6,571) (6,550)
Dividend distribution tax (2) (1,048)
274,933 257,899
Capital redemption reserve

The capital redemption reserve is created to be utilised towards redemption of preference shares. The reserve will be utilised in
accordance with provision of the Act.
Capital reserve
It is made out of capital profits earned. The same is not available for profit distribution.
Securities premium
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provision
of the Companies Act, 2013.
Share option outstanding account
Share based payment expense pertaining to outstanding portion of the option not yet exercised.
General reserve
The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general
reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items
included in the general reserve will not be reclassified subsequently to statement of profit and loss. General reserve is used to
transfer to debenture redemption reserve.
Retained earnings
Retained earnings represents surplus / accumulated earnings of the Company and are available for distribution to shareholders.

Other comprehensive income consist of remeasurement gains / losses on defined benefit plans, gain / (loss) of equity instruments
carried through FVTOCI.
NOTE 25 : INTEREST INCOME

For the year ended For the year ended
31-Mar-20 31-Mar-19
On financial assets measured at amortised cost
Interest on loans 708 430
Interest on deposits with banks 3,743 581
Other interest income on :
Margin funding 4,802 6,844
Delayed payment by customers 8,038 9,399
Total 17,291 17,254

NOTE 26 : DIVIDEND INCOME

31-Mar-20 31-Mar-19
Dividend income
From investments 95 28
From subsidiary companies 13,891 8,065
Total 13,986 8,093
NOTE 27 : RENTAL INCOME

31-Mar-20 31-Mar-19
Rent income from operating leases 2,084 2,482
Total 2,084 2,482
NOTE 28 : FEES AND COMMISSION INCOME

31-Mar-20 31-Mar-19
Brokerage and fees income
Brokerage income 75,858 66,780
Research and advisory fees 1,139 1,899
Depository income 2,541 2,356
79,538 71,035
Other commission income
Portfolio management fees and commission 10,937 10,835
Total 10,937 10,835
NOTE 29 : NET GAIN ON FAIR VALUE CHANGES

31-Mar-20 31-Mar-19
Net gain / (loss) on financial instruments at fair value through profit or loss
Realised 12,339 14,683
Unrealised gain / (loss) (28,188) (6,467)
Total (15,849) 8,216

NOTE 30 : OTHER OPERATING INCOME

31-Mar-20 31-Mar-19
Partnership gain from private equity fund
From Fund 89 959
Other operating revenue
Commission – 5
Others 3,024 2,848
Total 3,113 3,812
NOTE 31 : OTHER INCOME

31-Mar-20 31-Mar-19
Interest on staff loans 10 10
Profit / (loss) on sale of fixed assets 93 –
Business support and other miscellaneous income (Refer note 46) 3,587 3,132
Total 3,690 3,142
NOTE 32 : FINANCE COST

31-Mar-20 31-Mar-19
On instruments measured at amortized cost
Interest on borrowings 3,399 2,036
Interest on debt securities 8,397 8,215
Other borrowing cost 867 177
Interest on lease 261 –
Total 12,924 10,428
NOTE 33 : FEES AND COMMISSION EXPENSE

31-Mar-20 31-Mar-19
Brokerage sharing with intermediaries 32,317 31,025
Depository charges 365 358
Advisory and other fees 628 449
Total 33,310 31,832

NOTE 34 : IMPAIRMENT ON FINANCIAL INSTRUMENTS

31-Mar-20 31-Mar-19
Investments – 5
Trade Receivables 90 289
Bad debts 1,349 387
Total 1,439 681
NOTE 35 : EMPLOYEE BENEFITS EXPENSE

31-Mar-20 31-Mar-19
Salary, bonus and allowances 28,413 24,978
Share based payments (Refer note 53) 1,062 1,344
Contribution to provident and other funds (Refer note 51) 625 474
Gratuity and other long term benefits (Refer note 42) 504 389
Staff welfare expenses 567 721
Total 31,171 27,906
NOTE 36 : DEPRECIATION AND AMORTISATION EXPENSE

31-Mar-20 31-Mar-19
Depreciation on Property, plant and equipment 1,377 1,302
Amortisation on other intangible assets 541 444
Depreciation on investment property 56 55
Depreciation on lease (Refer note 43) 1,010 –
Total 2,984 1,801
NOTE 37 : OTHER EXPENSES

31-Mar-20 31-Mar-19
Rent 338 1,024
Rates and taxes 239 239
Insurance 307 212
Legal and professional fees 1,235 1,164
Remuneration to auditors (Refer note 40) 38 22
Advertisement expenses 540 553
Marketing and brand promotion 2,472 2,097
Printing and Stationary 549 384
Communication and data charges 1,361 1,459
Travelling, lodging and boarding expenses 1,786 1,602
Repairs - building 55 121


31-Mar-20 31-Mar-19
Repairs and maintenance - others 286 220
Computer maintenance and software charges 852 892
Power and fuel 660 545
Foreign exchange (Gain) / Loss 3 27
Service charges 594 437
Expenditure on Corporate Social Responsibility (Refer note 61) 695 517
Donations 18 38
Miscellaneous expenses 1,524 1,318
Total 13,552 12,871
NOTE 38 : CONTINGENT LIABILITY AND COMMITMENT (TO THE EXTENT NOT PROVIDED FOR)
As at As at
31-Mar-20 31-Mar-19
Contingent liabilities:
(i) Guarantees / securities given (Refer note a) 108,834 84,892
(ii) Demand in respect of income tax matters for which appeal is pending (Refer note b) 6,116 4,673
(iii) Claim against the company (Refer note c) 1,023 1,184
Capital commitments:
(i) Estimated amount of contracts remaining to be executed on capital account (net of 1,002 280
advances)
(ii) Uncalled liability on shares and other investments partly paid:
1) India Realty Excellence Fund III – 199
2) India Business Excellence Fund III 12,797 18,154
3) India Realty Excellence Fund IV 3,500 6,500
(a) Guarantees and securities given
1) The Company has given Corporate Guarantees of R 84,749 lakhs (Previous year: R 77,007 lakhs) to Banks and NCD holders
for its subsidiary Motilal Oswal Home Finance Limited.
2) The Company has provided bank guarantees aggregating to R 24,085 lakhs as on 31 March 2020 for the following purposes
to:
i) National Stock exchange - R 12.500 lakhs for meeting margin requirements.
ii) Bombay Stock exchange - R 10,000 lakhs for meeting margin requirements.
iii) Unique Identification Authority - R 25 lakhs for security deposit
iv) Hindalco Industries Limited - R 1,500 lakhs for margin deposit
v) Municipal Corporation of Greater Mumbai - R 5 lakhs for security deposit.
vi) Bombay High Court - R 54.96 lakhs for security deposit
The Company has pledged fixed deposits with banks aggregating of R 1,382 lakhs for obtaining bank guarantee.
(b) Demand in respect of income tax matters for which appeal is pending is R 6,115.92 lakhs (Previous year R 4,673.38 lakhs).
This is disputed by the Company and hence not provided for in the books of accounts. The Company has paid demand by way
of deposit / adjustment of refund of R 1,128.19 lakhs (Previous year R 338.68 lakhs) till date. Above liability does not include
interest u/s 234B and 234C as the same depends on the outcome of the demand.
The Company is contesting the demands and the management believes that its position will likely be upheld in the appellant
process. No tax expenses has been accrued in the financial statement for the tax demand raised. The management believes that
ultimate outcome of this proceeding will not have a material adverse effect on the Company’s financial position and results of
operations.

(c) Claims against the Company:

Pending against forum Number of cases As at Number of cases as As at
as on 31-Mar-20 31-Mar-20 on 31-Mar-19 31-Mar-19
Civil cases 25 1,023 26 1,184
Consumer court cases – – – –
Arbitration cases – – – –
Total 25 1,023 26 1,184
Note :
The proceedings held at exchange level are considered as “Arbitration”
The proceedings / Appeals held at Supreme court / High court / District court are considered as “Civil cases”.
The proceedings held at consumer court are considered as “Consumer cases”.
(d) The Hon’ble Supreme Court has, in a recent decision dated 28 February 2019, ruled that special allowance would form part of
basic wages for computing the Provident Fund (PF) contribution. While the Company is evaluating the implications of the order,
the company taken impact of its PF contribution prospectively and would record any further effect in its financial statements,
on receiving additional clarity on the subject.
NOTE 39 : SEGMENT REPORTING

As per IND AS 108 para 4, Segment has been disclosed in Consolidated financial statement, Hence no separate disclosure has been
given in standalone financial statements of the Company.
NOTE 40 : REMUNERATION TO AUDITORS (EXCLUSIVE OF TAXES)

As at As at
31-Mar-20 31-Mar-19
As Auditors:
Statutory audit 33 24
Tax audit – –
In other capacity:
Out of pocket expenses – –
Certification 5 1
Total 38 25
NOTE 41 : EARNINGS PER EQUITY SHARE

31-Mar-20 31-Mar-19
Net profit attributable to equity shareholders from continuing operations [A] (R in lakhs) 19,680 32,363
Loss attributable to equity shareholders from discontinuing operations [B] (R in lakhs) – (132)
Net profit attributable to equity shareholders for calculation of Basic EPS [A+B] (R in lakhs) 19,680 32,231
Weighted average number of equity shares issued [C] (face value of R 1 each) (In numbers) 147,023,376 145,432,053
Basic earnings per share from continuing operations [A/B] (R) 13.39 22.25
Loss per share from discontinuing operations [B/C] (R) – (0.09)
Net Profit attributable to equity shareholders from continuing operations [D] (R in lakhs) 19,680 32,363
Loss attributable to equity shareholders from discontinuing operations [E] (R in lakhs) – (132)
Less : Impact on net profit due to exercise of diluted potential equity shares [F] – –
Net profit attributable to equity shareholders for calculation of diluted EPS 19,680 32,231
[(D+E)-F] (R in lakhs)


31-Mar-20 31-Mar-19
Weighted average of equity shares issued (face value of R 1 each) (In numbers) [G] 147,023,376 145,432,053
Weighted number of additional equity shares outstanding for diluted EPS (In numbers) [H] 3,301,812 4,021,647
Weighted number of equity shares outstanding for diluted EPS (In numbers) [I=G+H] 150,325,188 149,453,700
Diluted earnings per share from continuing operations [D-F/I] (R) 13.09 21.65
Diluted loss per share from dicontinuing operations [E-F/I] (R) – (0.09)
NOTE 42 : PROVISIONS MADE FOR THE YEAR ENDED 31 MARCH 2020 COMPRISES OF:
Particulars Opening balance as at Provided during the Provision reversed / Closing balance As at
1-Apr-19 year paid during the year 31-Mar-20
Ex-gratia 5,823 5,760 5,823 5,760
Provision for gratuity 1,366 398 152 1,612
Heritage benefits 116 27 – 143
Compensated absences 72 462 72 462
Total 7,377 6,647 6,047 7,977
Particulars Opening balance as at Provided during the Provision reversed / Closing balance As at
1-Apr-18 year paid during the year 31-Mar-19
Ex-gratia 8,441 5,823 8,441 5,823
Provision for gratuity 1,181 229 45 1,366
Heritage benefits 60 56 – 116
Total 9,721 6,180 8,525 7,377
NOTE 43 : LEASE
The Company has taken various office premises on operating lease for the period which ranges from 12 months to 106 months with
an option to renew the lease by mutual consent on mutually agreeable terms.
Effective 1 April 2019, the Company adopted Ind AS 116 “Leases” and applied the standard to all lease contracts existing on
1 April 2019 using the modified retrospective method and has taken the cumulative adjustment to retained earnings, on the date
of initial application. Consequently, the Company recorded the lease liability at the present value of the lease payments discounted
at the incremental borrowing rate and the right of use asset at its carrying amount as if the standard had been applied since the
commencement date of the lease, but discounted at the Company’s incremental borrowing rate at the date of initial application.
Comparatives as at and for the year ended 31 March 2019 have not been retrospectively adjusted and therefore will continue to be
reported under the accounting policies included as part of our Annual Report for year ended 31 March 2019.
The adoption of the new standard Ind AS 116, resulted in recognition of ‘Right of Use’ (ROU) asset of R 2,840 lakhs and a lease
liability of R 2,840 lakhs. Ind AS 116 will result in an increase in cash in flows from operating activities and an increase in cashout
flows from financing activities on account of lease payments.
The weighted average incremental borrowing rate applied to lease liabilities as at 1 April 2019 is 8.20 %.
Information about leases for which the company is a lessee are presented below:
(A) Right of use assets for the year ended 31 March 2020
Particulars Amount
R in Lakhs
Balance as at 1 April 2019 –
Adjustment on transition to Ind AS 116 2,840
Movement during the year 341
Depreciation on Right-Of-Use (ROU) assets (1,010)
Balance as at 31 March 2020 2,171

(B) Lease liabilities for the year ended 31 March 2020

Particulars Amount
R in Lakhs
Adjustment on transition to In AS 116 2,840
Add: Interest cost accrued during the period 261
Less: Payment of lease liabilities (1,092)
(C) Maturity analysis - Discounted Cashflows of Contractual maturities of lease liabilities as at 31 March 2020
Particulars Amount
R in Lakhs
Less than three months 276
Three to twelve months 547
One to five years 1,340
More than five years 187
Total 2,350
(D) Amount recognised in statement of profit & loss for the year ended 31 March 2020
Particulars Amount
R in Lakhs
Interest cost on lease liabilities 261
Depreciation on right of use assets 1,010
Rental Expenses recorded for short-term lease payments and payments for leases of low-value 338
assets not included in the measurement of the lease liability
(E) Amount recognised in statement of cash flows for the year ended 31 March 2020
Particulars Amount
R in Lakhs
Cash payments for the principal & interest portion of the lease liability within financing activities (1,092)
Short-term lease payments, payments for leases of low-value assets and variable lease payments 338
not included in the measurement of the lease liability within operating activities.
Comparatives as at and for the year ended 31 March 2019 have not been retrospectively adjusted and therefore expected future
minimum commitments as at 31 March 2019 during the non-cancellable period under the lease arrangements have been presented
below, based on the financial statements for the year ended 31 March 2019. Further there are no short term or low value leases,
for which Company carries any material commitments.
As at As at
31-Mar-20 31-Mar-19
Within one year – 860
Later than one year but not later than five years – 729
Later than five years – –
– 1,589

NOTE 44 : RATINGS ASSIGNED BY CREDIT RATING AGENCIES

1) Crisil Limited reaffirmed the Credit Rating of “”CRISIL A1+”” (pronounced ‘CRISIL A One Plus’) to the Commercial Paper Programme
of R 130,000 lakhs (Previous year 130,000 lakhs) of the Company.
2) India Ratings and Research affirmed the Credit Rating of “”IND A1+”” (pronounced ‘IND A One Plus’) to the Commercial Paper
Programme of R 130,000 lakhs (Previous year 130,000 lakhs) of the Company.
3) ICRA has reaffirmed the rating of “”ICRA AA”” rating with stable outlook (pronounced ICRA double A rating with stable outlook’)
to the long term debt programme of the Company for R 35,000 lakhs in the current year (Previous year R 35,000 lakhs).
These ratings indicate strong degree of safety regarding timely servicing of financial obligations.
NOTE 45 : DUE TO MICRO AND SMALL ENTERPRISES

The Company has sent letters to vendors to confirm whether they are covered under Micro, Small and Medium Enterprise Development
Act 2006 as well as they have filed required memorandum with prescribed authority. Based on and to the extent of the information
received by the Company from the suppliers regarding their status under the Micro, Small and Medium Enterprises Development
Act, 2006 (MSMED Act) and relied upon by the auditors, the relevant particulars as at the year end are furnished below:
31-Mar-20 31-Mar-19
The Principal amount remaining unpaid at the year end – –
The Interest amount remaining unpaid at the year end – –
The amount of interest paid by the buyer under MSMED Act, 2006 along with the – –
amounts of the payment made to the supplier beyond the appointed day during each
accounting year
The amount of interest due and payable for the year (where the principal has been paid – –
but interest under the MSMED Act, 2006 not paid)
The amount of interest accrued and remaining unpaid at the year end – –
The amount of further interest due and payable even in the succeeding year, until such – –
date when the interest dues as above are actually paid to the small enterprise, for the
purpose of disallowance as a deductible expenditure under section 23
The balance of MSMED parties as at the year end – –
NOTE 46 : BUSINESS SUPPORT

The company provides business support to its subsidiaries, fellow subsidiaries for activities like finance, accounting, human resources,
information technology, back office operations, corporate planning, administrative services and various other services for which it
recovers business support charges.
NOTE 47 : FOREIGN CURRENCY TRANSACTIONS

(i) Expenditure in foreign currency (On accrual basis)
31-Mar-20 31-Mar-19
Travelling lodging and boarding expenses 201 259
Marketing commission 6 6
Membership fees – 7
Computer maintenance and software charges 266 247
Lodging and boarding expenses 10 77
Training charges 25 19
Advisory and other fees 378 346
Total 886 961

(ii) Income in foreign currency (On accrual basis)

31-Mar-20 31-Mar-19
Total 1,132 1,374
NOTE 48 : AMOUNT OF MARGIN MONEY AND SHARES RECEIVED FROM CLIENTS AND OUTSTANDING
ARE AS FOLLOWS OF THE COMPANY
Particulars In the form of Bank Guarantees Received in bank
Securities at and Fixed Deposits
market Value*
As at 31 March 2020 153,081 5,183 21,418
As at 31 March 2019 192,492 2,710 28,979
* Margin money received in the form of securities from clients is held by the company in accordance with regulation. Out of this,
securities worth R 159,099 lakhs are pledged with exchange as on 31 March 2020.
NOTE 49 : UNHEDGED FOREIGN CURRENCY EXPOSURE

a) Receivables
Particulars Currency As at As at
31-Mar-20 31-Mar-19
Foreign currency exposure outstanding USD (USA Dollar) 0.93 0.78
INR (Indian Rupees) 68.00 54.28
GBP (Pound Sterling) – 0.12
INR (Indian Rupees) – 11.21
Foreign currency receivable in next 5 USD (USA Dollar) 0.93 0.78
years including interest INR (Indian Rupees) 68.00 54.28
Unheeded foreign currency exposure USD (USA Dollar) 0.93 0.78
b) Payables
31-Mar-20 31-Mar-19
Foreign currency exposure outstanding USD (USA Dollar) 0.85 0.75
HKD (Hongkong Dollar) 4.21 –
INR (Indian Rupees) 40.60 –
SGD (Singapore Dollar) 4.00 2.45
Foreign currency receivable in next 5 USD (USA Dollar) 0.85 0.75
years including interest INR (Indian Rupees) 63.48 52.59

31-Mar-20 31-Mar-19
Unhedged foreign currency exposure USD (USA Dollar) 0.85 0.75
c) Investments
31-Mar-20 31-Mar-19
Foreign currency exposure outstanding HKD (Hongkong Dollar) 60.00 60.00
INR (Indian Rupees) 1,040.88 1,040.88
Foreign currency receivable in next 5 HKD (Hongkong Dollar) NA NA
years including interest INR (Indian Rupees) NA NA
SGD (Singapore Dollar) NA NA
INR (Indian Rupees) NA NA
Unhedged foreign currency exposure HKD (Hongkong Dollar) 60.00 60.00
INR (Indian Rupees) 1,040.88 1,040.88
NOTE 50 : PROPOSED DIVIDEND

The final dividend proposed for the year is as follows

31-Mar-20 31-Mar-19
On Equity Shares of R 1 each
Amount of dividend proposed (R in lakhs) – 6,556
Dividend distribution tax on proposed dividend (R in lakhs) – 1,348
Dividend per equity share (R) – 4.50
NOTE 51 : EMPLOYEE BENEFITS

Disclosure pursuant to Ind AS -19 “Employee benefits” is given as below:

Contribution to defined contribution plans, recognised as expense for the year is as under :
31-Mar-20 31-Mar-19
Employers’ contribution to provident fund 625 474
Defined benefit plan:

The Company provides for gratuity benefit which is a defined benefit plan covering all its eligible employees. This plan is unfunded.
The gratuity benefits are subject to a maximum limit of upto R 20,00,000.

The following table set out the status of the gratuity plan as specified under section 133 of the Companies Act, 2013, read with Rule
7 of the Companies (Accounts) Rules 2014 (as amended) under Ind AS 19 “Employee benefits” and the reconciliation of opening
and closing balances of the present value of the defined benefit obligation.
(R in Lakhs)
Particulars Gratuity (unfunded) Other long term benefits
Year ended Year ended Year ended Year ended
31-Mar-20 31-Mar-19 31-Mar-20 31-Mar-19
I) Acturial assumptions
Mortality IALM (2012-014) IALM (2006-08) IALM (2012-014) IALM (2006-08)
Ultimate Ultimate Ultimate Ultimate
Discount Rate (per annum) 4.80% 7.12% 4.80% 7.12%
Rate of escalation in salary (per annum) 10.64% 11.00% – –
Expected rate of return on plan assets (per – – – –
annum)
Employee Attrition Rate (Past Service) PS: 0 to 40 : 50.05% PS: 0 to 37 : 43.93% PS: 0 to 40 : 50.05% PS: 0 to 37 : 43.93%
Expected average remaining service 1 1.27 1 1.23 to 1.27
I) Changes in present value of obligations (PVO)
PVO at beginning of period 1,366 77 116 60
Interest cost 78 4 – –
Current service cost 366 3 27 56
Past service cost - (non vested benefits) – – – –
Past service cost - (vested benefits) – – – –
Transfer In-Liability 14 1,143 – –
Transfer Out-Liability (3) (7) – –
Benefits paid (152) (45) – –
Contributions by plan participants – – – –
Business Combinations – – – –
Curtailments – – – –
Settlements – – – –
Actuarial (Gain) / Loss on obligation (57) 191 – –
PVO at end of period 1,612 1,366 143 116
II) Interest expense
III) fair value of plan assets
Fair Value of Plan Assets at the beginning – – – –
Interest income – – – –
IV) Net Liability
PVO at beginning of period 1,366 77 – –
Fair Value of the Assets at beginning report – – – –
Net Liability 1,366 77 – –
V) Net Interest – –
Interest Expenses 78 4 – –
Interest Income – – – –
Net Interest 78 4 – –
VI) Actual return on plan assets
Less Interest income included above – – – –
Return on plan assets excluding interest income – – – –
VII) Actuarial (Gain) / loss on obligation
Due to Demographic Assumption (54) (304) – –
Due to Financial Assumption 54 92 – –
Due to Experience (57) 403 – –
Total Actuarial (Gain) / Loss (57) 191 – –

(R in Lakhs)
31-Mar-20 31-Mar-19 31-Mar-20 31-Mar-19
VIII) Fair Value of Plan Assets
Opening Fair Value of Plan Asset – – – –
Adjustment to Opening Fair Value of Plan Asset – – – –
Return on Plan Assets excl. interest income – – – –
Interest Income – – – –
Contributions by Employer 152 45 – –
Contributions by Employee – – – –
Benefits Paid (152) (45) – –
Fair Value of Plan Assets at end – – – –
IX) Past Service Cost Recognised
Past Service Cost- (non vested benefits) – – – –
Past Service Cost -(vested benefits) – – – –
Average remaining future service till vesting of – – – –
the benefit
Recognised Past service Cost- non vested benefits – – – –
Recognised Past service Cost- vested benefits – – – –
Unrecognised Past Service Cost- non vested – – – –
benefits
X) Amounts to be recognized in the balance sheet
and statement of profit & loss account
PVO at end of period 1,612 1,366 – –
Fair Value of Plan Assets at end of period – – – –
Funded Status (1,612) (1,366) – –
Net Asset / (Liability) recognized in the balance (1,612) (1,366) – –
sheet
XI) Expense recognised in the statement of profit
and loss
Net Interest 78 4 – –
Past service cost - (non vested benefits) – – – –
Past service cost - (vested benefits) – – – –
Curtailment Effect – – – –
Settlement Effect – – – –
Unrecognised past service cost - non vested – – – –
benefits
Actuarial (Gain) / Loss recognized for the period – – – –
Expense recognized in the statement of profit and 444 7 27 56
loss
XII) Other Comprehensive Income (OCI)
Actuarial (Gain) / Loss recognized for the (57) 191 – –
period
Asset limit effect – – – –
Return on Plan Assets excluding net interest – – – –
Unrecognized Actuarial (Gain) / Loss from – – – –
previous period
Total Actuarial (Gain) / Loss recognized in (OCI) (57) 191 – –

(R in Lakhs)
31-Mar-20 31-Mar-19 31-Mar-20 31-Mar-19
XIII) Movement in liability recognized in balance sheet
Opening net liability 1,366 77 116 60
Adjustment to opening balance – – – –
Transfer In-Liability 14 1,143 – –
Expenses as above 444 7 27 56
Contribution paid (152) (45) – –
Other Comprehensive Income(OCI) (57) 191 – –
Closing net liability 1,612 1,366 143 116
XIV) Schedule III of The Companies Act 2013
Current liability 735 552 116 81
Non - current liability 877 815 27 35
XV) Projected Service Cost 31 Mar 2021 416 366 – –
XVI) Asset Information
Cash and Cash Equivalents – – – –
Gratuity Fund – – – –
Debt Security - Government Bond – – – –
Equity Securities - Corporate debt securities – – – –
Other Insurance contracts – – – –
Property – – – –
Total Itemized Assets – – – –
XVIII) Sensitivity Analysis
DR: Discount Rate ER : Salary escalation rate:
PVO DR +1% PVO DR +1% PVO ER +1% PVO ER +1%
PVO 1,587 1,342 1,627 1,382
XIX) Expected Payout

Expected Expected Expected Expected Outgo Expected Outgo Expected Outgo
Year Outgo First Outgo Second Outgo Third Fourth Fifth Six to ten years
Pay-outs 735 424 255 151 86 96
XX) Asset Liability Comparisons
Year 31/03/2016 31/03/2017 31/03/2018 31/03/2019 31/03/2020
PO at End of period 40 44 77 1,366 1,612
Plan Assets – – – – –
Surplus / (Deficit) (40) (44) (77) (1,366) (1,612)
Experience adjustments on plan assets
NOTE 52 : RELATED PARTY DISCLOSURE

As per Ind AS 24 - Related Party Disclosures, specified under section 133 of the Companies Act, 2013, read with The Companies
(Indian Accounting Standards) Rules, 2015, the name of related party where control exists / able to exercise significant infulence
along with the transactions and year end balances with them as identified and certified by the management are as follows:
I. List of related parties and their relationship

a) Holding Company
– Passionate Investment Management Private Limited

b) Subsidiary / Step-down subsidiaries companies

– Motilal Oswal Investment Advisors Limited (formerly known as Motilal Oswal Investment Advisors Private Limited)
– MOPE Investment Advisors Private Limited
– Motilal Oswal Commodities Broker Private Limited
– Motilal Oswal Finvest Limited (formerly known as Motilal Oswal Capital Markets Limited)
– Motilal Oswal Wealth Management Limited
– Motilal Oswal Fincap Private Limited (formerly known as Motilal Oswal Insurance Brokers Private Limited)
– Motilal Oswal Asset Management Company Limited
– Motilal Oswal Asset Management (Mauritius) Private Limited
– Motilal Oswal Trustee Company Limited
– Motilal Oswal Capital Market (Hong Kong) Private Limited
– Motilal Oswal Capital Markets (Singapore) Pte. Limited
– Motilal Oswal Securities International Private Limited
– Motilal Oswal Real Estate Investment Advisors Private Limited
– Motilal Oswal Real Estate Investment Advisors II Private Limited
– Motilal Oswal Home Finance Limited (Formerly known as Aspire Home Finance Corporation Limited)
– India Business Excellence Management Company
– Motilal Oswal Capital Limited
– Motilal Oswal Finsec IFSC Limited
– Glide Tech Investment Advisory Private Limited
c) Associate
– India Realty Excellence Fund II LLP
– India Business Excellence Fund III
d) Key management personnel
– Mr. Motilal Oswal Managing Director and Chief executive officer
– Mr. Raamdeo Agarawal Non-Executive Chairman
e) Relatives of Key management personnel
– Vimla Oswal – Spouse of Managing Director and Chief executive officer
– Pratik Oswal – Son of Managing Director and Chief executive officer
– Ansi Oswal – Daughter in law of Managing Director and Chief executive officer
– Pratiksha Mehta – Daughter of Managing Director and Chief executive officer
– Vimaladevi Salecha – Sister of Managing Director and Chief executive officer
– Rajendra Gopilal Oswal – Brother of Managing Director and Chief executive officer
– Suneeta Agarawal – Spouse of Non–Executive Chairman
– Vaibhav Agarwal – Son of Non-Executive Chairman
– Vedika Karnani – Daughter in law of Non-Executive Chairman
– Dr. Karoon Ramgopal Agarawal – Brother of Non-Executive Chairman
– Vinay R. Agrawal – Brother of Non-Executive Chairman
– Sukhdeo Ramgopal Agarawal – Brother of Non-Executive Chairman
– Govinddeo R. Agarawal – Brother of Non-Executive Chairman
– Satish Agrawal – Brother of Non-Executive Chairman
– Suman Agrawal – Sister of Non-Executive Chairman
– Anita Anandmurthy Agrawal – Sister of Non-Executive Chairman

f) Enterprises in which Key Managerial Personnel have control

– OSAG Enterprises LLP
g) Enterprises in which Key Managerial Personnel and their relatives exercise significant influence
– Raamdeo Agarawal (HUF )
– Navshital Consultants LLP
– Textile Exports Private Limited
– Motilal Oswal Foundation (Trust)
– Motilal Oswal HUF
– Like Minded Wealth Creation Trust
II. Transactions with related parties

R in Lakhs
Nature of Name of the related party Subsidiaries / Holding Company Key managerial Total
transaction step-down / fellow personnel/relative
subsidiaries* of key managerial
personnel /associates
For the For the For the For the For the For the For the For the
year ended year ended year ended year ended year ended year ended year ended year
31-Mar-20 31-Mar-19 31-Mar-20 31-Mar-19 31-Mar-20 31-Mar-19 31-Mar-20 ended
31-Mar-19
Interest Motilal Oswal Wealth (3) (9) – – – – (3) (9)
(Income)/ Management Limited
Expense Motilal Oswal Home (210) (57) – – – – (210) (57)
Finance Limited
Motilal Oswal Wealth – 19 – – – – – 19
Management Limited
Motilal Oswal – (2) – – – – – (2)
Commodities Broker
Private Limited
Motilal Oswal Asset – (7) – – – – – (7)
Management Company
Limited
Motilal Oswal Fincap – (2) – – – – – (2)
Private Limited
Motilal Oswal Finvest (441) (452) – – – – (441) (452)
Limited
Motilal Oswal Finvest 259 56 – – – – 259 56
Limited
Motilal Oswal Investment (39) (37) – – – – (39) (37)
Advisors Limited
Passionate Investment – – – (2) – – – (2)
Management Private Ltd.
Motilal Oswal Real Estate (1) (12) – – – – (1) (12)
Investment Advisors II
Private Limited
MOPE Investment Advisors (13) (29) – – – – (13) (29)
Private Limited
Like Minded Wealth – – – – – (4) – (4)
Creation Trust
Total interest (707) (605) – (2) – (4) (707) (611)
received
Total interest 259 75 – – – – 259 75
paid

R in Lakhs
31-Mar-19
Managerial Mr. Motilal Oswal – – – – 240 241 240 241
remuneration Mr. Raamdeo Agarawal – – – – 168 277 168 277
paid**
Total managerial – – – – 408 518 408 518
re m u n e rat i o n
paid
Referral Motilal Oswal Real Estate (26) (79) – – – – (26) (79)
fees / advisory Investment Advisors II
fees (received) Private Limited
Private Limited Referral
fees IREF 4
Motilal Oswal Capital – (33) – – – – – (33)
Markets (Hongkong) Pte
Limited
Motilal Oswal Securities 147 144 – – – – 147 144
International Private
Limited
Motilal Oswal Capital 305 270 – – – – 305 270
Market (Singapore) Pte
Limited
Total referral (56) (129) – – – – (56) (129)
fees / advisory
fees (received)
Total referral 452 414 – – – – 452 414
fees / advisory
fees paid
Placement fees MOPE Investment Advisors (677) (882) – – – – (677) (882)
Private Limited
Private Limited
Total placement (895) (1,232) – – – – (895) (1,232)
fees (received)
Business Passionate Investment – – (1) (1) – – (1) (1)
support service Management Private Ltd.
(Received) / Paid OSAG Enterprises LLP – – – – (1) (1) (1) (1)
OSAG Enterprises LLP – – – – 57 – 57 –
Motilal Oswal Securities (2) (2) – – – – (2) (2)
Limited
Motilal Oswal Wealth (806) (694) – – – – (806) (694)
Management Limited
Motilal Oswal Home (225) (225) – – – – (225) (225)
Finance Limited

R in Lakhs
31-Mar-19
Motilal Oswal Asset (1,214) (1,157) – – – – (1,214) (1,157)
Management Company
Limited
Advisors Limited
Private Limited
Motilal Oswal Fincap (2) – – – – – (2) –
Private Limited
Motilal Oswal Finvest (24) – – – – – (24) –
Limited
Glide Tech Investment (3) – – – – – (3) –
Advisory Private Limited
Private Limited
Total Business (3,296) (3,098) (1) (1) (1) (1) (3,298) (3,100)
support service
received
Total Business – – – – 57 – 57 –
support service
paid
Training fees Motilal Oswal Capital 66 49 – – – – 66 49
Market Limited
Total Training 66 49 – – – – 66 49
fees (paid)
Set up fees MOPE Investment Advisors (6) (197) – – – – (6) (197)
Private Limited
Private Limited
Total Set up fees (81) (334) – – – – (81) (334)
Brokerage on Motilal Oswal Asset (50) (514) – – – – (50) (514)
mutual fund Management Company
Limited
Total Brokerage (50) (514) – – – – (50) (514)
on mutual fund
Brokerage Motilal Oswal Wealth 1,036 689 – – – – 1,036 689
sharing Management Limited
Total Brokerage 1,036 689 – – – – 1,036 689
sharing
Marketing Motilal Oswal Wealth (9) (4) – – – – (9) (4)
commission Management Limited
Total Marketing (9) (4) – – – – (9) (4)
commission

R in Lakhs
31-Mar-19
Portfolio Motilal Oswal Asset (5,402) (4,993) – – – – (5,402) (4,993)
management Management Company
service Limited
distribution fees
Total Portfolio (5,402) (4,993) – – – – (5,402) (4,993)
management
service
distribution fees
Alternate Motilal Oswal Asset (444) (319) – – – – (444) (319)
Investment fund Management Company
income Limited
Total Alternate (444) (319) – – – – (444) (319)
Investment fund
income (set up
fees)
Rent (received) Motilal Oswal Real Estate (0) (0) – – – – (0) (0)
/ paid Investment Advisors
Private Limited
Advisors Limited
Private Limited
Motilal Oswal Asset (585) (585) – – – – (585) (585)
Management Company
Limited
Motilal Oswal Fincap (0) (0) – – – – (0) (0)
Private Limited
Motilal Oswal Wealth 110 110 – – – – 110 110
Management Limited
Finance Limited
Management Limited
Passionate Investment – – (1) (1) – – (1) (1)
Glide Tech Investment (3) – – – – – (3) –
Motilal Oswal Real Estate (102) (102) – – – – – –
Private Limited
Textile Exports Private – – – – 16 16 16 16
limited
Motilal Oswal Securities (7) (7) – – – – (7) (7)
International Private Ltd.
Motilal Oswal Capital Ltd. – (0) – – – – – (0)

R in Lakhs
31-Mar-19
Motilal Oswal Finvest Ltd. (24) (14) – – – – (24) (14)
Total rent (2,045) (2,119) (1) (1) – – (2,046) (2,106)
(received)
Total rent paid 110 110 – – 16 16 126 126
Brokerage Motilal Oswal Investment – (85) – – – – – (85)
Advisors Limited
Motilal Oswal – – – – 6 4 6 4
Raamdeo Agarawal – – – – 7 3 7 3
Total Brokerage – (85) – – 13 7 13 (78)
Reimbursement Motilal Oswal Wealth 84 75 – – – – 84 75
of expenses Management Limited
(received) / paid Motilal Oswal Investment 30 27 – – – – 30 27
Advisors Limited
MOPE Investment Advisors 28 34 – – – – 28 34
Private Limited
Motilal Oswal Real Estate 15 – – – – – 15 –
Private Limited
Motilal Oswal Asset 85 76 – – – – 85 76
Management Company Ltd.
Motilal Oswal Home 51 77 – – – – 51 77
Finance Limited
Glide Tech Investment 1 – – – – – 1 –
Motilal Oswal Finvest Ltd. 4 1 – – – – 4 1
Total – – – – – – – –
reimbursement
of expenses
(received)
Total reimburse- 298 290 – – – – 298 290
ment of expenses
paid
Partnership gain India Realty Excellence – – – – 89 959 89 959
accrued Fund II LLP
Total partnership – – – – 89 959 89 959
gain accrued
Gain on sale of India Realty Excellence – – – – 121 359 121 359
investment Fund II LLP
Total Gain on sale – – – – 121 359 121 359
of investment
Donation Motilal Oswal Foundation – – – – 472 409 472 409
(Trust)
Total donation – – – – 472 409 472 409
paid

R in Lakhs
31-Mar-19
Commission for Motilal Oswal Asset 68 51 – – – – 68 51
Pledge / Bank Management Company
Guarantee Limited
Finance Limited
Total Commi- (140) 5 – – – – (140) 5
ssion for Pledge
Dividend Motilal Oswal – – – – 798 979 798 979
(received) / paid Raamdeo Agarawal – – – – 774 946 774 946
Motilal Oswal-HUF – – – – 0 0 0 0
Raamdeo Agarawal (HUF) – – – – 55 55 55 55
Suneeta Agarawal – – – – 25 25 25 25
Vimla Oswal – – – – 11 11 11 11
Rajendra Gopilal Oswal – – – – 5 5 5 5
Dr. Karoon Ramgopal – – – – 9 9 9 9
Agarawal
Vinay R. Agrawal – – – – 9 9 9 9
Sukhdeo Ramgopal – – – – 7 7 7 7
Agarawal
Govinddeo R. Agarawal – – – – 5 5 5 5
Suman Agrawal – – – – 9 9 9 9
Satish Agrawal – – – – 7 7 7 7
Anita Anandmurthy Agrawal – – – – 7 7 7 7
Vimladevi Salecha – – – – 0 0 0 0
Vedika Karnani – – – – 4 – 4 –
Vaibhav Raamdeo Agarwal – – – – 4 – 4 –
Osag Enterprises LLP – – – – 0 0 0 0
Passionate Investment – – 6,965 6,629 – – 6,965 6,629
MOPE Investment Advisors (1,473) – – – – – (1,473) –
Private Limited
Motilal Oswal Asset (12,418) (6,565) – – – – (12,418) (6,565)
Management Company
Limited
Motilal Oswal – (1,500) – – – – – (1,500)
Commodities Broker
Private Limited
Total dividend (13,891) (8,065) – – – – (13,891) (8,065)
(received)
Total dividend – – 6,965 6,629 1,729 2,074 8,694 8,703
paid
** Managerial remuneration does not include provision for gratuity and Insurance premiums for medical and life.
Note: Income / Liability figures are shown in brackets.

II. Transactions with related parties:

R in Lakhs
Nature of Name of the related party Subsidiaries / step- Holding Company Key managerial Total
transaction down / fellow personnel / relative
personnel / associates
year ended year ended year ended year ended year ended year ended year ended year ended
31-Mar-20 31-Mar-19 31-Mar-20 31-Mar-19 31-Mar-20 31-Mar-19 31-Mar-20 31-Mar-19
Subscription/ Motilal Oswal Home – 56,633 – – – – – 56,633
purchase of Finance Limited
equity shares Motilal Oswal Finvest 25,000 30,035 – – – – 25,000 30,035
Private Limited
Motilal Oswal Wealth 295 – – – – – 295 –
Management Limited
Motilal Oswal Asset 7,480 – – – – – 7,480 –
Management Company Ltd.
MOPE Investment Advisors 1,255 – – – – – 1,255 –
Private Limited
Motilal Oswal Finsec IFSC 240 – – – – – 240 –
Limited
Total 34,370 86,668 – – – – 34,370 86,668
Loans Motilal Oswal Real Estate 641 911 – – – – 641 911
given / (received) Investment Advisors II
Private Limited
Motilal Oswal Commodities – 8,801 – – – – – 8,801
Broker Private Limited
Motilal Oswal Asset – 7,120 – – – – – 7,120
Management Company
Limited
Motilal Oswal Fincap – 238 – – – – – 238
Private Limited
Motilal Oswal Finvest 317,521 163,947 – – – – 317,521 163,947
Limited
Motilal Oswal Investment 420 4,983 – – – – 420 4,983
Advisors Limited
MOPE Investment Advisors 775 3,850 – – – – 775 3,850
Private Limited
Passionate Investment – – 298 – – – 298
Management Private
Limited
Motilal Oswal Wealth 1,025 3,670 – – – – 1,025 3,670
Management Limited
Motilal Oswal Home 108,300 – – – – – 108,300 –
Finance Limited
Total Loans 428,682 193,520 – 298 – – 428,682 193,818
given / (received)
Loans Motilal Oswal Real Estate (691) (861) – – – – (691) (861)
repayment Investment Advisors II
(received) / given Private Limited
Motilal Oswal – (8,801) – – – – – (8,801)
Commodities Broker
Private Limited

R in Lakhs
Motilal Oswal Asset – (7,120) – – – – – (7,120)
Management Company
Limited
Motilal Oswal Fincap – (238) – – – – – (238)
Private Limited
Motilal Oswal Finvest (327,182) (162,666) – – – – (327,182) (162,666)
Limited
MOPE Investment Advisors (2,000) (2,625) – – – – (2,000) (2,625)
Private Limited
Motilal Oswal Investment (2,190) (3,213) – – – – (2,190) (3,213)
Advisors Limited
Passionate Investment – – – (298) – – – (298)
Management Private
Limited
Motilal Oswal Wealth (1,325) (3,370) – – – – (1,325) (3,370)
Management Limited
Motilal Oswal Home (108,300) – – – – – (108,300) –
Finance Limited
Total loans (441,688) (188,894) – (298) – – (441,688) (189,192)
repayment
(received)/
given
Outstanding balances:
Loans and Motilal Oswal – (0) – – – – – (0)
advances Commodities Broker
(payable/ Private Limited
receivable MOPE Investment Advisors – 1,225 – – – – – 1,225
(including Private Limited
interest) Motilal Oswal Investment – 1,771 – – – – – 1,771
Advisors Limited
Motilal Oswal Asset – (0) – – – – – (0)
Management Company
Limited
Motilal Oswal Real Estate – (0) – – – – – (0)
Investment Advisors
Private Limited
Motilal Oswal Finvest (8,384) 1,260 – – – – (8,384) 1,260
Limited
Motilal Oswal Wealth – 300 – – – – – 300
Management Limited
Motilal Oswal Real Estate – 50 – – – – – 50
Private Limited
Total loan (8,384) (0) – – – – (8,384) (0)
and advances
(payable)

R in Lakhs
Total loan – 4,606 – – – – – 4,606
and advances
receivable
Other Motilal Oswal Investment 21 12 – – – – 21 12
receivables / Advisors Limited
(payable) MOPE Investment Advisors (4) (4) – – – – (4) (4)
Private Limited
MOPE Investment Advisors 23 – – – – – 23 –
Private Limited
Motilal Oswal Wealth 5 – – – – – 5 –
Management Limited
Management Limited
Motilal Oswal 34 37 – – – – 34 37
Commodities Broker
Private Limited
Motilal Oswal Real Estate 114 452 – – – – 114 452
Private Limited
Motilal Oswal Asset 567 602 – – – – 567 602
Management Company
Limited
Motilal Oswal Asset (31) – – – – – (31) –
Management Company
Limited
Motilal Oswal Finvest – (23) – – – – – (23)
Limited
Motilal Oswal Finvest 1 – – – – – 1 –
Limited
Markets (Singapore) Pte.
Limited
Motilal Oswal Capital (202) (122) – – – – (202) (122)
Markets (Singapore) Pte.
Limited
Motilal Oswal Capital (41) (41) – – – – (41) (41)
Markets (Hongkong)
Private Limited
Motilal Oswal Fincap Private (5) – – – – – (5) –
Limited
Glide Tech Investment 6 – 6
Motilal Oswal Securities – 16 – – – – – 16
Limited
Motilal Oswal Securities (9) – – – – – (9) –
Limited

R in Lakhs
OSAG Enterprises LLP – – – – 1 – 1 –
Motilal Oswal Real Estate 0 – – – – – 0 –
Investment Advisors
Private Limited
Motilal Oswal Home (17) – – – – – (17) –
Finance Limited
Motilal Oswal Home 104 23 – – – – 104 23
Finance Limited
Total others (637) (239) – – – – (637) (239)
(payables)
Total others 960 1,199 – – 1 – 961 1,199
receivables
Corporate Motilal Oswal Home 84,749 74,200 – – – – 84,749 74,200
guarantee Finance Limited
given (to the
extent of
outstanding
amount)
Total corporate 84,749 74,200 – – – – 84,749 74,200
guarantees
Rent deposits Motilal Oswal Wealth 55 55 – – – – 55 55
(liabilities)/ Management Limited
assets
Total rent 55 55 – – – – 55 55
deposits assets
Outstanding balance in respect of investments in related parties

R in Lakhs
Investments Motilal Oswal Commodities 90 90 - - - - 90 90
Broker Private Limited
Motilal Oswal Investment 4,137 4,137 - - - - 4,137 4,137
Advisors Limited
MOPE Investment Advisors 1,260 5 - - - - 1,260 5
Private Limited
Motilal Oswal Fincap 118 118 - - - - 118 118
Private Limited
Motilal Oswal Home 56,633 56,633 - - - - 56,633 56,633
Finance Limited
Motilal Oswal Finvest 55,035 30,035 - - - - 55,035 30,035
Limited

R in Lakhs
Motilal Oswal Securities 457 457 – – – – 457 457
Limited
Motilal Oswal Wealth 1,521 1,226 – – – – 1,521 1,226
Management Limited
Motilal Oswal Asset 13,981 6,501 – – – – 13,981 6,501
Management Company
Limited
Motilal Oswal Trustee 10 10 – – – – 10 10
Company Limited
Markets (Honkong) Private
Limited
Motilal Oswal Finsec IFSC 240 – – – – – 240 –
Limited
Motilal Oswal Capital 1,041 1,041 – – – – 1,041 1,041
Markets (Singapore) Pte
Limited
India Business Excellence – – – – 15,461 12,717 15,461 12,717
Fund III
India Realty Excellence – – – – 3,525 4,504 3,525 4,502
Fund II LLP
NOTE 53 : DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION PURCHASE PLAN

Details of stock options : The Company has four employees stock option schemes
Motilal Oswal Financial Services Limited -Employees Stock Option Scheme -V (ESOS-V)
The Scheme was approved by Board of Directors on 18 October 2007 and by the shareholders on 4 December 2007 by postal ballot
and is for issue of 2,500,000 options representing 2,500,000 Equity shares of R 1 each
Motilal Oswal Financial Services Limited -Employees Stock Option Scheme -VI (ESOS-VI)
The Scheme was approved by Board of Directors on 21 April 2008 and by the shareholders in AGM dated 08 July 2008 and is for
issue of 5,000,000 options representing 5,000,000 Equity shares of R 1 each
Motilal Oswal Financial Services Limited -Employees Stock Option Scheme -VII (ESOS-VII)
The Scheme was approved by Board of Directors on 19 July 2014 and by the shareholders in AGM dated 22 August 2014 and is for
Motilal Oswal Financial Services Limited -Employees Stock Option Scheme -VIII (ESOS-VIII)
The activity in the (ESOS-V),(ESOS-VI), ESOS (VII) and ESOS (VIII) during the year ended 31 March 2020 and 31 March 2019 is set below:


31-Mar-20 31-Mar-19
In Numbers Weighted In Numbers Weighted
Average Exercise Average Exercise
Price (In R) Price (In R)
ESOP-V : (Face value of R 1 each)
Option outstanding as at beginning of the year 3,36,900 306.84 5,56,140 249.03
Add Granted – – – –
Less: Exercised 1,76,400 244.39 2,19,240 160.19
Less: Forfeited – – – –
Less: Lapsed 12,500 296.15 – –
Option outstanding as at end of the year 1,48,000 382.18 3,36,900 306.84
Exercisable at the end of the year 58,250 355.91 70,625 291.00
ESOP-VI : (Face value of R 1 each)
Less: Exercised 1,52,932 239.67 94,660 148.64
Less :Lapsed 60,250 499.57 – –
Option outstanding as at end of the year 45,385 572.75 2,58,567 358.48
Exercisable at the end of the year – – 1,30,699 182.38
ESOP-VII : (Face value of R 1 each)
Less: Exercised 7,26,100 360.97 2,82,900 340.26
Less :Lapsed 2,03,700 445.06 – –
Exercisable at the end of the year 2,35,895 435.26 3,03,050 389.35
The (ESOP-VIII) : (Face value of R 1/- each)
Option outstanding, beginning of the Year. 10,00,000 867.45 – –
Add Granted 10,55,000 610.96 10,00,000 867.45
Less: Exercised – – – –
Less :Lapsed 88,500 867.45 – –
Exercisable at the end of the year 91,150 867.45 – –
Employees’ Stock Options Scheme (ESOS) :

Particulars Scheme V Scheme VI Scheme VII Scheme VIII
Date of grant Various Dates Various Dates Various Dates Various Dates
Date of board approval Various Dates Various Dates Various Dates Various Dates
Date of Shareholder’s approval 4 December 2007 8 July 2008 22 August 2014 27 July 2017
Method of settlement Equity shares Equity shares Equity shares Equity shares

Particulars Scheme V Scheme VI Scheme VII Scheme VIII

Vesting period 1 year to 5 years 1 year to 5 years 1 year to 7 years 1 year to 4 years
Weighted average remaining contractual life (Vesting period)
Granted but not vested 3.83 years 4.58 years 3.97 years 5.42 years
(Previous year 1.51 years) (Previous year 2.19 years) (Previous year 1.96 years) (Previous year NA)
Vested but not exercised 2.42 years 2.86 years 2.48 years NA
(Previous year 0.00 years) (Previous year 0.50 years) (Previous year NA years) (Previous year NA)
Weighted average share price R 789.48 R 805.83 R 735.01
NA
at the date of exercise for stock (Previous year R 1086.99) (Previous year R 1127.32) (Previous year 1072.67)
(Previous year NA)
options exercised during the year
Exercise period Within 1 to 3 years of vesting of options
Vesting conditions Vesting of options would be subject to continued employment with the Company and / or its holding / subsidiary
and thus the options would vest on passage of time. In addition to this, the Remuneration / Compensation
Committee may also specify certain performance parameters subject to which the options would vest. In
case of performance based vesting, the options would vest on achievement of performance parameters
irrespective of the time horizon.
Granted but not vested 3.67 years 4.23 years 3.79 years 5.10 years
(Previous year 3.83 years) (Previous year 4.58 years) (Previous year 3.97 years) (Previous year 5.42 years)
Vested but not exercised 2.21 years NA 2.42 years 2.42 years
(Previous year 2.42 years) (Previous year 2.86 years) (Previous year 2.48 years) (Previous year NA)
Weighted average share price R 658.53 R 643.86 R 659.86 NA
at the date of exercise for stock (Previous year R 789.48) (Previous year R 805.83) (Previous year 735.01) (Previous year NA)
options exercised during the year
Exercise period Within 1 to 3 years of vesting of options
Vesting conditions Vesting of options would be subject to continued employment with the Company and / or its
holding / subsidiary and thus the options would vest on passage of time. In addition to this, the
Remuneration / Compensation Committee may also specify certain performance parameters subject
to which the options would vest. In case of performance based vesting, the options would vest on
achievement of performance parameters irrespective of the time horizon.
Weighted Average Fair Value R 169.59 R 300.39 R 206.29 R 251.57
of options (granted but not (Previous year R 127.42) (Previous year R 215.25) (Previous year R 178.19) (Previous year R 321.06)
vested) as on grant date
Range of Risk free interest rate 6.05% - 7.8% 6.05% - 7.8% 6.97% - 7.8% 6.18% - 7.37%
Dividend yield 1% 1% 1% 0.5% - 1.38%
Expected volatility 40% 40% 40% 40%
Exercise Pricing Formula

Scheme V
Exercise price shall be the closing price of the Company’s equity shares quoted on the BSE immediately preceding the date of Grant
of the Stock Options, which for this purpose shall be the date on which the Committee grant the Stock Options, discounted by such
percentage as may be determined by the Committee in the best interest of the various stakeholders in the prevailing market conditions
Scheme VI
Exercise price shall be the closing price of the Company’s Equity Shares, prior to the date of grant of the Options, on the Stock Exchanges
where the highest trading volume is recorded, discounted / increased by such percentage as may be determined by the Committee.
Scheme VII

Scheme VIII
Other Information regarding employee share based payment plan is as below :
31-Mar-20 31-Mar-19
Expense arising from employee share based payment plans 1,062 1,344
Total carrying amount at the end of the period of ESOP Reserve 3,733 3,428
The Company provides a sensitivity analysis to show the impact to the Company’s profit before taxation in the event that forfeiture
and performance condition assumptions exceed or are below the Company’s estimations by the stated percentages.
Impact on the income statement of a change in leaver assumptions For the year ended For the year ended
31-Mar-20 31-Mar-19
(+)5% (65) (68)
(-)5% 66 83
NOTE 54 : TAX EXPENSE

The Company pays taxes according to the rates applicable in India. Most taxes are recorded in the income statement and relate to
taxes payable for the reporting period (current tax), but there is also a charge or credit relating to tax payable for future periods
due to income or expenses being recognised in a different period for tax and accounting purposes (deferred tax). Tax is charged to
equity when the tax benefit exceeds the cumulative income statement expense on share plans. The Company provides for current
tax according to the tax laws of India using tax rates that have been enacted or substantively enacted by the balance sheet date.
Management periodically evaluates positions taken in tax returns in respect of situations in which applicable tax regulation is subject
to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities.
Deferred tax is provided, using the liability method, on temporary differences at the reporting date between the tax bases of assets
and liabilities and their carrying amounts for financial reporting purposes. Deferred tax is recognised in respect of all temporary
differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation
to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. A deferred tax asset is
recognised when it is considered recoverable and herefore recognised only when, on the basis of all available evidence, it can be
regarded as probable that there will be suitable taxable profits against which to recover carried forward tax losses and from which
the future reversal of underlying temporary differences can be deducted. Deferred tax is measured at the average tax rates that are
expected to apply in the periods in which the temporary differences are expected to reverse, based on tax rates and laws that have
been enacted or substantively enacted by the balance sheet date.
31-Mar-20 31-Mar-19
Current tax expense
Current tax for the year 7,056 8,914
Total current tax expense 7,056 8,914
Deferred taxes
Change in deferred tax liabilities (7,326) (1,927)
Net deferred tax expense (7,326) (1,927)
(270) 6,987
Tax recognised through other comprehensive income:

Remeasurement of defined benefit plan 14 10
Equity instruments through other comprehensive income (513) (84)
Total (499) (74)


31-Mar-20 31-Mar-19
Tax reconciliation (for profit and loss)
Profit / (loss) before income tax expense 19,410 39,164
Tax at the rate of 25.17% (for 31 March 2019 - 21.55%) 4,885 8,439
Tax effect of amounts which are not deductible / not taxable in calculating taxable
income
Exempt Income (4,046) (1,744)
Change due to deferred tax (1,095) 228
Acturial gain (14) (10)
Others – 20
Income tax expense (270) 6,933
Effective tax rate

31-Mar-20 31-Mar-19
Effective tax rate 25.168% 21.5488%
In the financial year 2019-20, the government enacted a change in income tax rate from 30% basic rate to 22% and from 12% of
surcharge to 10%. However, the government had given an option to either opt for new tax regime or continue with old tax regime
and in the context of the same the company has opted for new tax regime. Accordingly the effective income tax rate for financial
year 2019-20 is 25.168%
Net Deferred Tax

31-Mar-20 31-Mar-19
Deferred tax liability on account of :
Timing difference on Property, plant and equipment as per books and Income 1,395 1,888
Tax Act, 1961
Loss on private equity investment 5 7
Deferred tax on IND AS adjustments 742 8,265
Total deferred tax liabilities (A) 2,142 10,160
Deferred tax assets on account of:
Expenses allowable u/s. 43B on payment basis 409 509
Allowance on impairment 294 387
Provision for impairment of non-current investments 278 278
Total deferred tax assets (B) 981 1,174
Net deferred tax Liablity / (Assets) (A-B) 1,161 8,986

Deferred tax related to the following: R in Lakhs
Particulars As at 31 Recognised Recognised As at 31 Recognised Recognised As at 1

March 2020 through profit through Other March 2019 through profit through Other April 2018
and loss Comprehensive and loss Comprehensive
Income Income
Deferred tax liabilities on account of:
Timing difference on Property, plant 1,395 (493) – 1,888 252 – 1,637
and equipment as per books and
Sign on bonus pending write off – – – – (6) – 6
Loss on private equity investment 5 (2) – 7 (4) – 11
Deferred tax on IND AS adjustments 742 (7,024) (499) 8,265 (2,154) (74) 10,494
Total deferred tax liabilities 2,142 (7,519) (499) 10,160 (1,912) (74) 12,148
Expenses allowable u/s. 43B on 409 (100) – 509 91 – 418
payment basis
Allowance on impairment 294 (93) – 387 60 – 328
Interest accrued on optionally – – – – (69) – 69
redeemable convertible debenture
Rent income – – – – (74) – 74
Business loss carried forward – – – – (22) – 22
Provision for impairment of non- 278 – – 278 29 – 249
current investments
Total deferred tax assets 981 (193) – 1,174 15 – 1,160
Total deferred tax Assets/liability (net) 1,161 (7,326) (499) 8,986 (1,927) (74) 10,988
NOTE 55 : FAIR VALUE MEASUREMENT

I. Accounting classification and fair values
The following table shows the carrying amount and fair values of financial assets and financial liabilities, including their levels
in the fair value hierarchy:
R in Lakhs
Particulars Carrying amount Fair value
31-Mar-2020 FVPL FVOCI Amortised cost Total Level 1 Level 2 Level 3 Total
Financial assets
Cash and cash equivalents – – 67,668 67,668
Bank balance other than – – 52,640 52,640
cash and cash equivalents
above
Receivables –
(I) Trade receivables – – 47,831 47,831
(II) Other receivables – – 820 820
Loans – – 19,963 19,963
Investments 220,926 22,058 135,035 378,019 183,581 5,863 53,540 242,984
Other financial assets – – 13,325 13,325
Total financial assets 220,926 22,058 337,282 580,266 183,581 5,863 53,540 242,984
Payables
(I) Trade payables

R in Lakhs
(i) total outstanding dues – – – –
of micro enterprises and
small enterprises
(ii) total outstanding dues – – 1,56,675 1,56,675
of creditors other than
micro enterprises and
small enterprises
Debt securities – – 106,659 106,659
Borrowings (Other than – – 36,313 36,313
debt securities)
Deposits – – 12 12
Other financial liabilities – – 29,199 29,199
Total financial liabilities – – 328,858 328,858 – – – –
The carrying value and fair value of financial instruments by categories as of 31 March 2019 are as follows:
R in Lakhs
Financial assets
Cash and cash equivalents – – 25,799 25,799
Bank balance other than cash – – 30,652 30,652
and cash equivalents above
Receivables –
(I) Trade receivables – – 118,413 118,413
(II) Other receivables – – 12 12
Loans – – 52,363 52,363
Investments 189,284 19,546 100,665 309,495 151,930 6,501 50,399 208,830
Other financial assets – – 3,300 3,300
Total financial assets 189,284 19,546 331,204 540,034 151,930 6,501 50,399 208,830
Payables
(I) Trade payables
(i) total outstanding dues – – – –
of micro enterprises and
small enterprises
(ii) total outstanding dues – – 114,629 114,629
of creditors other than
micro enterprises and
small enterprises
Debt securities – – 39,771 39,771
Borrowings (Other than – – 102,180 102,180
debt securities)
Deposits – – 5 5
Other financial liabilities – – 37,115 37,115
Total financial liabilities – – 293,700 293,700 – – – –
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity
securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial
assets held by the group is the current bid price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives)
is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on
entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included
in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
This is the case for unlisted equity securities and investment in private equity funds, real estate funds.
II. Valuation techniques used to determine fair value
Specific valuation techniques used to value financial instruments include :
• Quoted equity investments - Quoted closing price on stock exchange
• Mutual fund - net asset value of the scheme
• Alternative investment funds - net asset value of the scheme
• Unquoted equity investments - price multiples of comparable companies.
• Private equity investment fund - NAV of the audited financials of the funds.
• Real estate fund - net asset value, based on the independent valuation report or financial statements of the company
income approach or market approach based on the independent valuation report.
III. Financial instruments not measured at fair value

Financial assets not measured at fair value includes cash and cash equivalents, trade receivables, loans and other financial
assets. These are financial assets whose carrying amounts approximate fair value, due to their short-term nature.
Additionally, financial liabilities such as trade payables and other financial liabilities are not measured at FVTPL, whose carrying
amounts approximate fair value, because of their short-term nature.
Fair value measurements using significant unobservable inputs (level 3)
The following table presents the changes in level 3 items for the periods ended 31 March 2020 and 31 March 2019:
Particulars PE - Business PE - Real Unquoted Total
Excellence Funds Estate Funds Shares
As at March 31, 2018 21,792 12,641 2,818 37,251
Additions 6,958 6,924 – 13,882
Disposals (129) (1,946) – (2,075)
Gains / (losses) recognised in statement of profit and loss 429 730 182 1,341
As at March 31, 2019 29,050 18,349 3,000 50,399
Additions 5,412 3,215 – 8,627
Disposals – (902) – (902)
Gains / (losses) recognised in statement of profit and loss (6,580) 1,799 197 (4,584)
As at March 31, 2020 27,882 22,461 3,197 53,540
Valuation inputs and relationships to fair value
The quantitative information about the significant unobservable inputs used in level 3 fair value measurements is summarised
below.
Particulars As at As at
31-Mar-20 31-Mar-19
Significant unobservable inputs

NAV of the fund at Fair value
– increase by 100 bps 503 474
– decrease by 100 bps (503) (474)
Fair value of Unquoted shares 3,197 3,000

31-Mar-20 31-Mar-19
Price Multiple
– increase by 10 % 320 300
– decrease by 10 % (320) (300)
NOTE 56 : FINANCIAL RISK MANAGEMENT

Company has operations in India. Whilst risk is inherent in the Company’s activities, it is managed through an integrated risk
management framework, including on-going identification, measurement and monitoring, subject to risk limits and other controls.
This process of risk management is critical to the Company’s continuing profitability and each individual within the Company is
accountable for the risk exposures relating to his or her responsibilities. The Company is exposed to credit risk, liquidity risk and
market risk. It is also subject to various operating and business risks.
A. Credit risk
Credit risk is the risk that the Company will incur a loss because its customers or counterparties fail to discharge their contractual obligation.
The Company manages and controls credit risk by setting limits on the amount of risk it is willing to accept for individual counterparties,
and by monitoring exposures in relations to such limits. The maximum exposure to credit risk for each class of financial instruments is the
carrying amount of that class of financial instruments presented in the financial statements. The Company’s major classes of financial
assets are cash and cash equivalents, loans, investment in mutual fund units, term deposits, trade receivables and security deposits.
Deposits with banks are considered to have negligible risk or nil risk, as they are maintained with high rated banks/financial institutions
as approved by the Board of directors. Investments primarily include investment in liquid mutual fund units that are marketable
securities of eligible financial institutions for a specified time period with high credit rating given by domestic credit rating agencies.
The management has established accounts receivable policy under which customer accounts are regularly monitored. The Company
has a dedicated risk management team, which monitors the positions, exposures and margins on a continuous basis.
Following provides exposure to credit risk for trade receivables and margin trading facility loans
31-Mar-20 31-Mar-19
Trade and other debtors (Net of impairment) 47,831 1,18,413
Margin trading facility loans (Net of impairment) 19,799 47,562
The financial instruments covered within the scope of ECL include financial assets measured at amortised cost such as trade
receivables and loans.
Trade Receivables :
The loss allowance has been measured using lifetime ECL except for financial assets on which there has been no significant
increase in credit risk since initial recognition. At each reporting date, the Company assesses whether financial assets carried
at amortised cost is credit-impaired. A financial asset is credit- impaired when one or more events that have a detrimental
impact on the estimated future cash flows of the financial asset have occurred since initial recognition.
A simplified approach has been considered for measuring expected credit losses (ECLs) of trade receivables at an amount equal
to lifetime ECLs. The ECLs on trade receivables are calculated based on actual historic credit loss experience over the preceding
three to five years on the total balance of trade receivables. For the purpose of computation of ECL, the term default implies
an event where amount due towards margin requirement and / or mark to market losses for which the client was unable to
provide funds / collaterals to bridge the shortfall, the same is termed as margin call triggered.
Based on the Industry practices and business environment in which the entity operates, Management considers unsecured
receivables as default if the payment is overdue for more than 90 days for direct customer. For franchisee customers, Aggregate
of unsecured receivables as reduced by Franchisee deposit/ future brokerages are considered as default. Management would
also consider balance in client’s family accounts and collaterals in form other than the securities while considering the secured
position of the client. Management would also consider impairment on client balance which are unsecured and overdue for
less than 90 days on case to case basis, based on their scope of recoverability. For litigation cases, management could provide

enhanced provision if the probability of outflow of economic resource is higher. If there are specific cases which are overdue
for more than 90 days and the management is very confident of its recovery in near future, impairment loss would not be
provided for such cases based on the approval of business head for each reporting period. Probability of default (PD) on these
receivables is considered at 100% and treated as credit impaired.
Loans :
Loans includes Margin Trading Facility(MTF), Loans to staff and loans to subsidiaries for which staged approach is taken into
consideration for determination of ECL.
Stage 1.
All positions in the MTF loan book are considered as stage 1 asset for computation of expected credit loss. For exposures where
there has not been a significant increase in credit risk since initial recognition and that is not credit impaired upon origination.
Margin trading facility, Loans to subsidiaries and loans to staff are considered in stage 1 for determination of ECL. Exposure
to credit risk in stage 1 is computed considering historical probability of default, market movements and macro-economic
environment.
Stage 2.
Exposures under stage 2 include dues up to 90 days pertaining to principal amount, interest and any other charges on the MTF
loan book which are unsecured. While arriving at the secured position of the client, management would also consider balance
in client’s family accounts, securities in other segment and collaterals in form other than the securities while considering the
secured position of the client. At each reporting date, the Company assesses whether there has been a significant increase
in credit risk for financial assets since initial recognition. In determining whether credit risk has increased significantly since
initial recognition, the Company uses days past due information and other qualitative factors to assess deterioration in credit
quality of a financial asset.
For credit exposures where there has been a significant increase in credit risk since initial recognition but that are not credit
impaired, a lifetime ECL is recognised
Stage 3.
Exposures under stage 3 include dues past 90 days pertaining to principal amount, interest and any other charges on MTF loan
book which are unsecured. Financial assets are assessed as credit impaired when one or more events that have a detrimental
impact on the estimated future cash flows of the asset have occurred. For financial assets that have become credit impaired,
a lifetime ECL is recognised.
Following table provide information about exposure to credit risk and ECL on Margin Trading Facility loans.
Stage As at 31-Mar-20 As at 31-Mar-19
Carrying value ECL Carrying value ECL
Stage 1 19,963 50 52,363 –
Stage 2 – – – –
Stage 3 – – – –
The movement in the allowance for impairment in respect of trade receivables is as follows:
Particulars Carrying amount Carrying amount
Opening balance 1,063 762
Impairment loss recognised 40 301
Closing balance 1,103 1,063
B. Liquidity risk
Liquidity risk is the risk that the entity will encounter difficulty in meeting the obligations associated with its financial liabilities
that are settled by delivering cash or another financial asset. The entity’s approach to managing liquidity is to ensure, as far
as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed
conditions, without incurring unacceptable losses or risking damage to the entity’s reputation

Prudent liquidity risk management requires sufficient cash and marketable securities and availability of funds through adequate
committed credit facilities to meet obligations when due and to close out market positions.
The Company has a view of maintaining liquidity with minimal risks while making investments. The Company invests its surplus
funds in short term liquid assets in bank deposits and liquid mutual funds. The Company monitors its cash and bank balances
periodically in view of its short term obligations associated with its financial liabilities.
Refer Note 58 For analysis of maturities of financial assets and financial liabilities.
C. Market Risk
Market risk is the risk that the fair value or future Cash flows of a financial instrument will fluctuate because of changes in
market prices. The objective of market risk management is to manage and control market risk exposures within acceptable
parameters, while optimizing the return.
(i) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes
in foreign exchange rates.
Foreign currency risk management
In respect of the foreign currency transactions, the company does not hedge the exposures since the management
believes that the same is insignificant in nature and will not have a material impact on the Company.
The company’s exposure to foreign currency risk at the end of reporting period is shown in note 49
(ii) Interest rate risk
The Company is exposed to Interest risk if the fair value or future cash flows of its financial instruments will fluctuate as a
result of changes in market interest rates. Fair value interest rate risk is the risk of changes in fair values of fixed interest
bearing investments because of fluctuations in the interest rates.
The Company’s interest rate risk arises from interest bearing deposits with bank and loans given to customers. Such
instruments exposes the Company to fair value interest rate risk. Management believe that the interest rate risk attached
to this financial assets are not significant due to the nature of this financial assets.
Interest rate risk exposure
The exposure of the Company’s borrowing to interest rate changes at the end of the reporting period are as follows:
Particulars As at 31-Mar-20 As at 31-Mar-19
Variable rate borrowing 19,813 93,180
Fixed rate borrowing 123,159 48,771
Total Borrowing 142,972 141,951
Sensitivity
Profit or loss is sensitive to higher/lower interest expense from borrowings as a result of changes in interest rates.
The following table demonstrates the sensitivity to a reasonably possible change in interest rates (all other variables
being constant) of the Company’s statement of profit and loss and equity.
Particulars Impact on profit after tax
31-Mar-20 31-Mar-19
Interest rates – increase by 1% (147) (690)
Interest rates – decrease by 1% 147 690
(iii) Market price risks

The Company is exposed to market price risk, which arises from FVTPL and FVOCI investments. The management monitors
the proportion of these investments in its investment portfolio based on market indices. Material investments within the
portfolio are managed on an individual basis and all buy and sell decisions are approved by the appropriate authority.
Exposure to price risk 128,874 140,617

Sensitivity to price risk

The following table summarises the impact of sensitivity of NAVs / price with all other variables held constant. The below
impact on the Company’s profit before tax is based on changes in the NAVs / price of the investments held at FVTPL/
FVOCI at balance sheet date:
Impact on profit before tax for 10% increase in NAV / price 12,887 14,062
Impact on profit before tax for 10% decrease in NAV / price (12,887) (14,062)
NOTE 57 : CAPITAL MANAGEMENT

Risk management
The company’s objectives when managing capital are to
• safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits
for other stakeholders, and
• maintain an optimal capital structure to reduce the cost of capital.
Gross debt* 142,972 141,952
Less: Cash and bank balances 120,308 56,452
Net debt (A) 22,664 85,500
Total equity (B) 276,414 259,356
Gearing ratio (A / B) 8.20% 32.97%
*Debt includes debt securities as well as borrowings.
NOTE 58 : MATURITY ANALYSIS OF ASSETS AND LIABILITIES

The table below shows an analysis of assets and liabilities analysed according to when they are expected to be recovered or settled.
R in Lakhs
Assets 31 March 20 01 April 19
Within 12 After 12 Total Within 12 After 12 Total
months months months months
Financial assets
Cash and cash equivalents 112,614 7,694 120,308 50,739 5,713 56,452
Trade receivables 47,831 – 47,831 118,413 – 118,413
Other receivables 820 – 820 12 – 12
Loans 19,963 – 19,963 52,363 – 52,363
Investments 110,913 267,107 378,020 65,213 244,281 309,494
Other financial assets – 13,325 13,325 – 3,300 3,300
292,141 288,125 580,266 286,740 253,294 540,034
Non-Financial assets
Current Tax assets – 1,338 1,338 23 – 23
Investment Property – 7,813 7,813 8,279 8,279
Property, plant and equipment – 20,785 20,785 – 18,424 18,424
Intangible assets under development – – – 130 130
Other Intangible assets – 2,139 2,139 – 1,404 1,404
Other non-financial assets 4,249 – 4,249 2,330 – 2,330
4,249 32,075 36,324 2,353 28,237 30,590
Total Assets 296,390 320,200 616,590 289,093 281,531 570,624

R in Lakhs
Assets 31 March 20 01 April 19
Liabilities
Financial Liabilities
Trade payables 156,675 – 156,675 114,629 – 114,629
Debts 106,659 – 106,659 39,771 – 39,771
Borrowings 36,313 – 36,313 102,180 – 102,180
Deposits – 12 12 – 5 5
Other financial liabilities 27,672 1,527 29,199 37,115 – 37,115
327,319 1,539 328,858 293,695 5 293,700
Non Financial Liabilities
Current tax liabilities (net) 583 – 583 – – –
Provisions 7,095 904 7,999 6,547 850 7,397
Deferred tax liabilities – 1,161 1,161 – 8,986 8,986
Other non financial liabilities 1,575 – 1,575 1,185 – 1,185
9,253 2,065 11,319 7,732 9,836 17,568
Liabilities held for sale
Total Liabilities 336,572 3,604 340,176 301,427 9,841 311,268
NOTE 59 : REVENUE FROM CONTRACT WITH CUSTOMERS

The Company derives revenue primarily from the share broking business. Its other major revenue sources are the Portfolio
management fees and commission income and Interest income.
Disaggregate revenue information
1 The table below presents disaggregate revenues from contracts with customers for the year ended 31 March 2020 and 31
March 2019. The Company believes that this disaggregation best depicts how the nature, amount, timing and uncertainty of
revenue and cash flows are affected by market and other economic factors.
Nature of Services
(a) Broking Income - Income from services rendered as a broker is recognised upon rendering of the services, in accordance
with the terms of contract.
(b) Portfolio management fees and commission income - Fees for subscription based services are received periodically but
are recognised as earned on a pro-rata basis over the term of the contract. Commissions from distribution of financial
products are recognised upon allotment of the securities to the applicant or as the case may be. Commissions and fees
recognised as aforesaid are exclusive of goods and service tax, securities transaction tax, stamp duties and other levies
by SEBI and stock exchanges.
(c) Interest Income - Interest is earned on delayed payments from clients and amounts funded to them. Interest income is
recognised on a time proportion basis taking into account the amount outstanding from customers or on the financial
instrument and the rate applicable.
(d) Depository Income-Income from services rendered on behalf of depository is recognised upon rendering of the services,
in accordance with the terms of contract.
2. Disaggregate revenue information
31-Mar-20 31-Mar-19
Operating segment :
Portfolio management fees and commission income 10,937 10,835
Interest income 17,291 17,254

3. 3. Nature, timing of satisfaction of the performance obligation and significant payment terms.
(i) Income from services rendered as a broker is recognised upon rendering of the services.
(ii) Fees for subscription based services are received periodically but are recognised as earned on a pro-rata basis over the
term of the contract.
(iii) Commissions from distribution of financial products are recognised upon allotment of the securities to the applicant or
as the case may be, on issue of the insurance policy to the applicant.
(iv) Interest is earned on delayed payments from clients and amounts funded to them as well as term deposits with banks.
(v) Interest income is recognised on a time proportion basis taking into account the amount outstanding from customers or
on the financial instrument and the rate applicable.
(vi) Income from services rendered onbehalf of depository is recognised upon rendering of the services, in accordance with
the terms of contract.
The above services are point in time in nature, and no performance obligation remains once the transaction is executed.
Fees for subscription based services are received periodically but are recognised as earned on a pro-rata basis over the term
of the contract, and are over the period in nature.
NOTE 60 : ASSETS PLEDGED AS SECURITY

The carrying amounts of assets pledged as security for borrowings are:

Financial assets
First charge
Receivables
(I) Trade receivables 40,725 57,000
Floating charge
Investments 78,744 85,941
Non-financial assets
First charge
Property, plant and equipment 57,078 41,510
Total assets pledged as security 176,547 184,451
Terms and conditions:

1. Investments, Trade receivables, Loans and Property, plant and equipments are pledge with Banks and NBFCs to against
borrowing facilities taken by the Group.
2. The margin of two times cover is provided against the loan facilities for pledge of Investments and Trade receivables and 1.67
times for Property, plant and equipment.
NOTE 61 : CORPORATE SOCIAL RESPONSIBILITY

The Ministry of Corporate Affairs has notified Section 135 of the Companies Act, 2013 on Corporate Social Responsibility with effect
from 1 April 2014. As per the provisions of the said section, the Company has undertaken the following CSR initiatives during the
financial year 2019-20.
CSR initiatives majorly includes supporting under privileged in education, medical treatments, etc. and various other charitable and
noble aids.
1) Gross amount required to be spent by the Company during the year R 466 lakhs (Previous year R 446 lakhs)
2) Amount spent during the year ended 31 March 2020 on :

R in Lakhs
Particulars Amount paid Yet to be paid Total
a) Construction / acquisition of any asset 354 – 354
b) on purposes other than (a) above 341 – 341
Total 695 – 695
Amount spent during the year ended 31 March 2019 on :

R in Lakhs
Particulars Amount paid Yet to be paid Total
a) Construction / acquisition of any asset 205 – 205
b) on purposes other than (a) above 312 – 312
Total 517 – 517
3) Above includes a contribution of R 472 lakhs (Previous year R 409 lakhs) to Motilal Oswal Foundation which is classified as
related party under Ind AS 24- “Related Party Disclosures”
NOTE 62 : SLUMP SALE

Pursuant to receipt of Order dated 30 July 2018 from the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) approving
the Scheme of Amalgamation of Motilal Oswal Securities Limited (“Transferor Company“) with Motilal Oswal Financial Services
Limited (“Transferee Company” or “Company”) and their respective shareholders (“Scheme”), the Board of Directors (“Board”) of
the Company at its Meeting held on 21 August 2018, inter-alia, has made the Scheme effective from 21 August 2018. The appointed
date is 1 April 2017.
The Company has transferred the lending business by way of a slump sale on a going concern basis, to its wholly owned subsidiary,
Motilal Oswal Finvest Limited (‘MOFL’) (formerly known as ‘Motilal Oswal Capital Markets Limited’) as contemplated in the Business
Transfer Agreement (‘BTA’) dated August 20, 2018 at a consideration of R 5,000 lakhs.
NOTE 63: NEGATIVE PRICE SETTLEMENT OF FUTURES APRIL WEST TEXAS INTERMEDIATE(WTI)
CONTRACT
On 20 April 2020 due to the significant fall in global crude oil prices, Futures April West Texas Intermediate(WTI) Contract traded
on Multi Commodity Exchange (‘MCX’) was settled in negative prices as per MCX circular dated April 21, 2020. The customers who
entered on the buy side of the contract had to settle for negative price on expiry. While entering the contract for taking exposure
on the contract value, the customers were required to pay only the margin as required by the exchange including mark to market
losses. In relation to such contracts, the Company has net receivables from the clients aggregating R 8,931 lakhs. A writ petition has
been filed in the Honourable High Court of Bombay, against negative price settlement of Crude Oil on 21 April 2020. Also MOFSL has
filed an petition u/s 9 of Arbitration Act, 1996 against one of the major client for securing recovery of an amount of R 8,074 Lakhs
. Since the condition, i.e., fall in Crude Oil price occurred subsequent to the balance sheet date, the same has been considered as
a non-adjusting event in the financial statements, in accordance with the requirements of Indian Accounting Standard - 10, Events
after the reporting period.
NOTE 64 : IMPACT OF COVID-19

The SARS-CoV-2 virus responsible for COVID-19 continues to spread across the globe and India, which has contributed to a significant
decline and volatility in global and Indian Financial Markets and a significant decrease in the economic activities. On 11 March 2020,
the COVID-19 outbreaks declared as a global pandemic by the World Health Organisation. On 24 March 2020 the Indian Government
had announced a strict 21 day lockdown which kept on getting extended across the country with gradual and modest relaxations.
The Company as a Sponsor / as a part of its Investment portfolio makes various investments in the Alternative Funds (Private Equity
Funds & Real Estate Funds). The company fair values these investments at every Balance sheet date and the Mark to Market impact
on the same is taken in the Statement of Profit & Loss for the reporting period. Fair valuation of these Investments amounting to
R 50,162 lakhs are dependent on respective Fund’s Fair value which is determined by Scheme’s Investment Manager. They are
required to make judgements, estimates and assumptions which are also based on historical experience and various other factors
including the possible effects that may result from the pandemic, that are believed to be reasonable under the current circumstances.

Given the dynamic nature of the pandemic situation, the carrying valuation of the Company’s investment in Private Equity Funds
and Real Estate Funds as at March 31, 2020, may be affected by the severity and duration of the outbreak.; however the Company
believes that it has taken into account all the possible impact of known events arising out of COVID 19 pandemic in the preparation
of financial results resulting out of fair valuation of these investments. However the impact assessment of COVID 19 is a continuing
process given its nature and duration. The Company will continue to monitor for any material changes to future economic conditions.
As per our attached report of even date


Consolidated Financial Statements
Independent Auditor’s Report
To the Members of Motilal Oswal Financial Services Limited
REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS

Opinion
1. We have audited the accompanying consolidated financial statements of Motilal Oswal Financial Services Limited (‘the
Holding Company’/‘the Company’) and its subsidiaries (the Holding Company and its subsidiaries together referred to as ‘the
Group’), its associate and joint venture, as listed in Annexure 1, which comprise the Consolidated Balance Sheet as at 31 March
2020, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Cash Flow
Statement and the Consolidated Statement of Changes in Equity for the year then ended, and a summary of the significant
accounting policies and other explanatory information.
2. In our opinion and to the best of our information and according to the explanations given to us and based on the consideration
of the reports of the other auditors on separate financial statements and on the other financial information of the subsidiaries,
associate and joint venture the aforesaid consolidated financial statements give the information required by the Companies
Act, 2013 (‘Act’) in the manner so required and give a true and fair view in conformity with the accounting principles generally
accepted in India including Indian Accounting Standards (‘Ind AS’) specified under section 133 of the Act, of the consolidated
state of affairs of the Group, its associate and joint venture, as at 31 March 2020, and their consolidated profit (including other
comprehensive income), consolidated cash flows and the consolidated changes in equity for the year ended on that date.
Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that are relevant to our audit
of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in paragraph 17 of the
Other Matters section below is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
4. We draw attention to Note 43, relating to carrying value of Investments in Real Estate Funds and Private Equity Funds amounting
to R 52,596 lakhs as at 31 March 2020. As described in the note, the carrying value of such investments is subject to the
uncertainties related to the impact of the COVID 19 pandemic. Our opinion is not modified in respect of this matter.
Key Audit Matters

5. Key audit matters are those matters that, in our professional judgment and based on the consideration of the reports of the
other auditors on separate financial statements and on the other financial information of the subsidiaries, associate and joint
venture, were of most significance in our audit of the financial statements of the current period. These matters were addressed
in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
6. We have determined the matters described below to be the key audit matters to be communicated in our report.
Information Technology system for the financial reporting
process
(i) Motilal Oswal Financial Services Limited and Motilal Our key audit procedures with the involvement of our IT
Oswal Home Finance Limited are highly dependent specialists included, but were not limited to, the following:
on its information technology (IT) systems for carrying • In relation to key accounting and financial reporting
on its operations which require large volume of systems, we obtained an understanding of both
transactions to be processed on a daily basis. Further, Company’s IT General Controls (ITGC), IT infrastructure
both Company’s accounting and financial reporting and identified IT applications, databases and operating
processes are dependent on the automated controls systems that are relevant to our audit. Also, obtained an
enabled by IT systems and information extracted from understanding of key automated controls operating over
loan management systems which impacts key financial such identified IT applications;

accounting and reporting items such as Brokerage income, • Obtained understanding of IT infrastructure i.e. operating
Trade receivable, loans and advances, interest income, systems and databases supporting the identified
impairment of loans amongst others. systems and related data security controls in relation to
large number of users working on the entity’s systems
The controls implemented by both Company in its
remotely in the light of COVID-19;
IT environment determine the integrity, accuracy,
completeness and validity of data that is processed by the • Tested the design and operating effectiveness of both
applications and is ultimately used for financial reporting. Company’s IT controls over IT applications as identified
above;
Further, the prevailing COVID-19 situation has caused
• For the IT applications identified above, tested sample
the required IT applications to be made accessible to the
of key IT general controls particularly logical access,
employees on a remote basis.
password management, change management, aspects
We have focused on user access management, change of IT operational controls and backup procedures.
management, segregation of duties, and developer • Tested that requests for access to systems were
access to the production environment and changed to appropriately reviewed and authorized; tested controls
IT environment and data migration from one system around both Company’s periodic review of access rights;
to another system. Further, we also focused on key inspected requests of changes to systems for appropriate
automated controls relevant for financial reporting. approval and authorization;
Further, the prevailing COVID-19 situation has caused • Tested related interfaces, configuration and other
the required IT applications to be made accessible to the application layer controls identified during our audit
employees on a remote basis. and report logic for system generated reports relevant
Accordingly, since our audit strategy has focused on to the audit mainly for Brokerage income, Trade
key IT systems and controls due to the pervasive nature receivable ageing, Loans and Advances, Interest income,
including the complexity of the IT environment and Impairment allowance for evaluating the completeness
included extensive testing of automated controls and and accuracy.
general controls, we have determined IT systems and • Where deficiencies were identified, tested compensating
controls as a key audit matter for the current year audit. controls or performed alternative procedures.
• Tested the design and operating effectiveness of Change
Management controls to assess authorised changes are
moved to production environment.
(ii) System Migration of Broking operations system System Migration
During the year ended 31 March 2020; the Company • Reviewed data migration process followed by the
has migrated to new Broking operations system from Company with regard to migration of critical masters
its erstwhile system for its broking and other related and accounts from erstwhile system to the new system;
operations. Such significant system change increases • Evaluated the controls established by the management
the risk to the internal financial controls environment. for the migration activity to ensure the activity has been
These changes represent a financial reporting risk while completed appropriately;
migration takes place as controls and processes that
• Evaluated the design and tested the operating
have been established over the period are updated and
migrated into a new environment. effectiveness of key automated controls both before
and after the migration, including IT general controls;
Accordingly, since our audit strategy has focused on key
IT systems and controls due to pervasive nature including • Obtained an understanding of the cut off procedures
the complexity of the IT environment and included which were followed surrounding the conversion
extensive testing of automated controls and general activities. This included, assessment of impact on
controls followed by significance of the activity involved in access privileges and segregation of duties and review
the migration process; we have determined the IT systems of account balances for the completeness and accuracy
and controls as a key audit matter for current year audit. of information.
Valuation of Unquoted investments carried at fair value
Refer note 2.9 for significant accounting policies and note 57
for financial disclosures
As at 31 March 2020, the Company held Investment in Our audit procedures in relation to valuation of investments
Shubham Housing Development Finance Company Private with the involvement of our valuation experts included, but
Limited amounting to R 3,197 Lacs which represents 0.32% were not limited to, the following:
of the total asset of the Company as at 31 March 2020.

This investment is not traded in the active market. The fair Design/Controls:
valuation of this investment is determined by a management- • Obtained a detailed understanding of the management’s
appointed independent valuation expert based on discounted process and controls for determining the fair valuation
cash flow method. The process of computation of fair of this investment. The understanding was obtained by
valuation of investment include use of unobservable inputs performance of walkthroughs which included inspection
and management judgements and estimates which are of documents produced by the Company and discussion
complex. with those involved in the process of valuation;
The key assumptions underpinning management’s assessment • Evaluated the design and the operational effectiveness of
of fair value of these investments, include application of relevant key controls over the valuation process, including
liquidity discounts; calculation of discounting rates and the the Company’s review and approval of the estimates
estimation of projections of revenues, projections of future and assumptions used for the valuation including key
cash flows, growth rates. authorization and data input controls, independent price
The valuation of this investment was considered to be one verification performed by the management expert and
of the areas which required significant auditor attention and model governance and valuation.
was one of the matters of most significance in the standalone Substantive tests:
financial statements due to the materiality of total value of
• Assessed the appropriateness of the valuation
investments to the standalone financial statements and the
methodology of investment in accordance with the
complexity involved in the valuation of these investments.
Company’s policy and tested the mathematical accuracy
of the management’s model adopted for the investment;
• Obtained the valuation reports done by the management’s
expert and assessed the expert’s competence, objectivity
and independence in performing the valuation of this
investment;
• Ensured the appropriateness of the carrying value of this
investment in the financial statements and the gain or
loss recognised in the financial statements as a result of
such fair valuation;
• Ensured the appropriateness of the disclosures in
accordance with the applicable accounting standards and
• Obtained written representations from the management
and those charged with governance whether they
believe significant assumptions used in valuation of the
investments are reasonable.
Impairment of loans and advances to customers
Refer note 2.9(ii) Financial Instruments: Impairment and Our audit procedures included, but were not limited to, the
note 3(b) Key accounting estimates and judgements for following:
significant accounting policies and note 7 for financial • Considered the Company’s accounting policies for
disclosures impairment of financial instruments and assessed
As at 31 March 2020, Motilal Oswal Home Finance Limited compliance with the policies in terms of Ind AS 109.
(‘the Company’) has reported gross loans and advances of INR • Obtained an understanding of management’s process
367,087 lacs against which an impairment loss allowance of including the key inputs and assumptions used, systems
INR 4,333 lacs is recognised as at year-end. and controls implemented in relation to impairment
allowance process.
• Obtained the policy on moratorium of loans approved
by the Board of Directors pursuant to the regulatory
announcement made by the RBI.
• Assessed and tested the design and operating effectiveness
of key internal financial controls over the loan impairment
process used to calculate the impairment charge.

Ind AS 109, Financial Instruments requires the Company • Assessed the critical assumptions used by the management
to provide for impairment of its financial assets using the including the impact due to the moratorium facility
expected credit loss (‘ECL’) approach which involves estimates availed by certain customers for estimation of allowance
for probability of loss on the financial assets over their life, for expected credit losses as at 31 March 2020, which
considering reasonable and supportable information about included:
past events, current conditions and forecasts of future • examining on sample basis, data inputs to the
economic conditions which could impact the credit quality discounted cash flow models
of the Company’s financial assets. In this process, substantial
• corroborating the forecasts of future cash flows
judgement has been applied by the management in assessing
prepared on the basis of expected repayments from
the ‘significant increase in credit risk’ in respect of following
the borrowers
matters:
a) The Company has grouped its loan portfolio based on • testing collateral valuation adopted based on internal
days past due and other qualitative criteria as mentioned policies of the Company on a sample basis
in the Credit-risk section under note 58. Loans grouped • Assessed the assumptions used by the Company for
under a particular category are assumed to represent grouping and staging of loan portfolio into various
a homogenous pool thereby expected to demonstrate categories and default buckets based on their past-
similar credit characteristics. due status and other qualitative factors identified by
b) Staging of loans and estimation of behavioral life. the management which indicate significant increase in
c) Estimation of expected loss from historical observations. credit risk. For a sample of exposures, we tested the
appropriateness of such staging.
d) Estimation of losses in respect of those groups of loans
which had no/ minimal defaults in the past. • Understood and checked the key data sources and
assumptions for data used in the ECL model used by the
The Company has developed models that derive key Company to determine impairment provisions.
assumptions used within the provision calculation such as
probability of default (PD) and loss given default (LGD). • Performed sample testing to ascertain the completeness
and accuracy of the input data used for determining the
Considering the significance of above model for impairment PD and LGD rates and agreed the data with the underlying
to the overall financial statements and the degree of books of accounts and records.
management’s estimates and judgments involved including
• Tested the arithmetical accuracy of computation of ECL
the regulatory announcement of moratorium facility for
provision performed by the Company.
certain customers, this area required significant auditor
attention to test such complex accounting estimates.
Therefore, we have determined this to be a key audit matter
for the current year audit.
7. The other auditors of the component Motilal Oswal Commodities Broker Private Limited (MOCBPL, the Company) vide their
audit report on the financial statements of the component have reported the following Key Audit Matter which has been
reproduced below:
Legal & Regulatory Risk:
Refer Note 6 point 3 of the financial statements Following are the areas where risks are assessed & procedures
Following default at NSEL in 2012 and initial investigations were followed.
by Economic Offences Wing (EOW) and complaints received • Recording of Receivables & Dues - NSEL: After scrutinizing
from investors against the broker of the now defunct spot the books of accounts & discussion with the management
exchange, NSEL and EOW in March and April 2015 had it has been found that the amounts receivable from NSEL
requested SEBI to take appropriate actions. However, In EOW (Exchange) & due to the clients have direct nexus and
report there was no allegation against MOCBPL. MOCBPL has the role of a broker only. Hence, the amount
In this matter, SEBI has issued Show Cause Notice to MOCBPL receivable from Exchange has not been provided for
in financial year i.e. 2017-18 relating to NSEL Scam, for which Doubtful debts as they are directly payable to the Clients.
management has replied accordingly. • Impact of SEBI order on the MOCBPL business: The
SEBI vide its order dated 22 February 2019, rejected MOCBPL’s Company has already ceased its Commodity Broking
registration application on the grounds that it is not fit and business from April 2018. Also, the order of SEBI signifies
proper person to hold, directly or indirectly, the certificate of that MOCBPL’s registration application as Commodities
registration as commodity derivatives broker. Broker may be rejected; however, the management does

not plan to continue its Commodities Broking business
under the company (MOCBPL). The company has also
filed an appeal against the order of SEBI before the
Securities Appellate Tribunal (SAT) & the same is currently
pending.
• The company may have to refund the brokerage charged
from the clients against which the management has
already made provision in the books of accounts.
Our procedures with respect to approaching the KAM:
– Enquiring with Accounts & Finance Team: We have
discussed with Finance team, Management & have
scrutinized books of accounts.
– Assessing management’s conclusions & ensuring that
updates regarding the matter are informed to us on timely
basis.
Our results: Based on the above procedures, whilst noting the
inherent uncertainty with such legal matters, we concluded
treatment of the matter as satisfactory.
Information other than the Consolidated Financial Statements and Auditor’s Report thereon
8. The Holding Company’s Board of Directors are responsible for the other information. The other information comprises the
information included in the Annual Report, but does not include the consolidated financial statements and our auditor’s report
thereon. The Annual Report is expected to be made available to us after the date of this auditor’s report.
Our opinion on the consolidated financial statements does not cover the other information and we will not express any form
of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information
identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate
the matter to those charged with governance.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial
Statements
9. The accompanying consolidated financial statements have been approved by the Holding Company’s Board of Directors.
The Holding Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to
the preparation of these consolidated financial statements that give a true and fair view of the consolidated state of affairs
(consolidated financial position), consolidated profit or loss (consolidated financial performance including other comprehensive
income), consolidated changes in equity and consolidated cash flows of the Group including its associate and joint venture
in accordance with the accounting principles generally accepted in India, including the Ind AS specified under section 133
of the Act. The Holding Company’s Board of Directors is also responsible for ensuring accuracy of records including financial
information considered necessary for the preparation of consolidated Ind AS financial statements. Further, in terms of the
provisions of the Act, the respective Board of Directors /management of the companies included in the Group are responsible
for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets
and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error. These financial statements have been used for the purpose of
preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

10. In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group
and of its associate and joint venture are responsible for assessing the ability of the Group and of its associate and joint venture
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless the Board of Directors either intend to liquidate the Group or to cease operations, or has no realistic
alternative but to do so.
11. Those Board of Directors are also responsible for overseeing the financial reporting process of the companies included in the
Group and of its associate and joint venture.
Auditor’s Responsibilities for the Audit of the Financial Statements

12. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
13. As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control;
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether
the Holding Company has adequate internal financial controls with reference to financial statements in place and the
operating effectiveness of such controls;
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management;
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the ability of the Group and its associate and joint venture to continue as a going concern. If we conclude that
a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and
its associate and joint venture to cease to continue as a going concern;
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether
the financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
and
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities within the Group, and
its associate and joint venture, to express an opinion on the financial statements. We are responsible for the direction,
supervision and performance of the audit of financial statements of such entities included in the financial statements,
of which we are the independent auditors. For the other entities included in the financial statements, which have been
audited by the other auditors, such other auditors remain responsible for the direction, supervision and performance of
the audits carried out by them. We remain solely responsible for our audit opinion.
14. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
15. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
16. From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in

extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matter
17. We did not audit the financial statements of nine subsidiaries, whose financial statements reflects total assets of R 50,504
lakhs and net assets of R 22,123 lakhs as at 31 March 2020, total revenues of R 13,335 lakhs and net cash inflows amounting to
R 34 lakhs for the year ended on that date, as considered in the consolidated financial statements. The consolidated financial
statements also include the Group’s share of net loss (including other comprehensive loss) of R 2,582 lakhs for the year ended
31 March 2020, as considered in the consolidated financial statements, in respect of one associate and one joint venture,
whose financial statements have not been audited by us. These financial statements have been audited by other auditors
whose reports have been furnished to us by the management and our opinion on the consolidated financial statements, in
so far as it relates to the amounts and disclosures included in respect of these subsidiaries, associate and joint venture, and
our report in terms of sub-section (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, associate
and joint venture, are based solely on the reports of the other auditors.
Further, of these subsidiaries, associate and joint venture, one subsidiary is located outside India whose financial statements
and other financial information have been prepared in accordance with accounting principles generally accepted in their
respective countries and which have been audited by other auditors under generally accepted auditing standards applicable
in their respective countries. The Holding Company’s management has converted the financial statements of such subsidiary
located outside India from accounting principles generally accepted in their respective country to accounting principles generally
accepted in India. We have audited these conversion adjustments made by the Holding Company’s management. Our opinion
on the consolidated financial statements, in so far as it relates to the balances and affairs of such subsidiary located outside
India, is based on the report of other auditors and the conversion adjustments prepared by the management of the Holding
Company and audited by us.
Our opinion above on the consolidated financial statements, and our report on other legal and regulatory requirements
below, are not modified in respect of the above matters with respect to our reliance on the work done by and the reports of
the other auditors.
18. We did not audit the financial statements of two subsidiaries, whose financial statements reflects total assets of R 505 lakhs
and net assets of R 435 lakhs as at 31 March 2020, total revenues of R 338 lakhs and net cash inflows amounting to R 90 lakhs
for the year ended on that date, as considered in the consolidated financial statements. These financial statements are
unaudited and have been furnished to us by the management and our opinion on the consolidated financial statements, in
so far as it relates to the amounts and disclosures included in respect of the aforesaid subsidiaries, and our report in terms of
sub-section (3) of Section 143 of the Act in so far as it relates to the aforesaid subsidiaries, are based solely on such unaudited
financial statements. In our opinion and according to the information and explanations given to us by the management, these
financial statements are not material to the Group.
Our opinion above on the consolidated financial statements, and our report on other legal and regulatory requirements
below, are not modified in respect of the above matter with respect to our reliance on the financial statements certified by
the management.
Report on Other Legal and Regulatory Requirements

19. As required by section 197(16) of the Act, based on our audit and on the consideration of the reports of the other auditors,
referred to in paragraph 17, on separate financial statements of the subsidiaries, associate and joint venture, we report that
the Holding Company and 15 subsidiary companies covered under the Act paid remuneration to their respective directors
during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.
20. As required by Section 143 (3) of the Act, based on our audit and on the consideration of the reports of the other auditors
on separate financial statements and other financial information of the subsidiaries, associate and joint venture, we report,
to the extent applicable, that:
a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purpose of our audit of the aforesaid consolidated financial statements;
b) in our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial
statements have been kept so far as it appears from our examination of those books and the reports of the other auditors;
c) the consolidated financial statements dealt with by this report are in agreement with the relevant books of account
maintained for the purpose of preparation of the consolidated financial statements;

d) in our opinion, the aforesaid consolidated financial statements comply with Ind AS specified under section 133 of the
Act;
e) on the basis of the written representations received from the directors of the Holding Company and taken on record
by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies
covered under the Act, none of the directors of the Group companies covered under the Act, are disqualified as on 31
March 2020 from being appointed as a director in terms of Section 164(2) of the Act.
f) with respect to the adequacy of the internal financial controls with reference to financial statements of the Holding
Company, and its subsidiary companiescovered under the Act, and the operating effectiveness of such controls, refer to
our separate report in ‘Annexure I’;
g) with respect to the other matters to be included in the Auditor’s Report in accordance with rule 11 of the Companies
(Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to
the explanations given to us and based on the consideration of the report of the other auditors on separate financial
statements as also the other financial information of the subsidiaries, associate and joint venture:
i. the consolidated financial statements disclose the impact of pending litigations on the consolidated financial position
of the Group, its associate and joint venture as detailed in Note 40 to the consolidated financial statements;
ii. the Holding Company, its associate and joint venture did not have any long-term contracts including derivative
contracts for which there were any material foreseeable losses as at 31 March 2020;
iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection
Fund by the Holding Company, and its subsidiary companies during the year ended 31 March 2020; and
iv. the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for
the period from 8 November 2016 to 30 December 2016, which are not relevant to these consolidated financial
statements. Hence, reporting under this clause is not applicable.

UDIN:
Sudhir N. Pillai
Partner
Place: Mumbai
Date: 11 May 2020

ANNEXURE 1 - LIST OF ENTITIES INCLUDED IN THE STATEMENT

List of subsidiaries
Name of the Company
Motilal Oswal Commodities Broker Private Limited
Motilal Oswal Investment Advisors Limited (Formerly known as Motilal Oswal Investment Advisors Private Limited)
MOPE Investment Advisors Private Limited
Motilal Oswal Fincap Private Limited (Formerly known as Motilal Oswal Insurance Brokers Private Limited)
Motilal Oswal Finvest Limited (Formerly known as Motilal Oswal Capital Markets Limited)
Motilal Oswal Wealth Management Limited
Motilal Oswal Asset Management Company Limited
Motilal Oswal Trustee Company Limited
Motilal Oswal Securities International Private Limited
Motilal Oswal Capital Markets (Hongkong) Private Limited
Motilal Oswal Capital Markets (Singapore) Pte. Limited
Motilal Oswal Real Estate Investment Advisors Private Limited
Motilal Oswal Real Estate Investment Advisors II Private Limited
Motilal Oswal Home Finance Limited (Formerly known as Aspire Home Finance Corporation Limited)
India Business Excellence Management Company
Motilal Oswal Asset Management (Mauritius) Private Limited
Motilal Oswal Capital Limited
Glide Tech Investment Advisory Private Limited
Motilal Oswal Finsec IFSC Limited
List of Associate
India Reality Excellence Fund II LLP
List of Joint Venture
India Business Excellance Fund III
Annexure I to the Independent Auditor’s Report of even date to the members of Motilal Oswal Financial Service
Limited on the consolidated financial statements for the year ended 31 March 2020
ANNEXURE I
Independent Auditor’s Report on the internal financial controls with reference to financial statements under Clause (i) of
Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)
1. In conjunction with our audit of the consolidated financial statements of Motilal Oswal Financial Services Limited (‘the Holding Company’)
and its subsidiaries (the Holding Company and its subsidiaries together referred to as ‘the Group’), its associate and joint venture as
at and for the year ended 31 March 2020, we have audited the internal financial controls with reference to financial statements of the
Holding Company and its 15 subsidiary companies, which are companies covered under the Act, as at that date.
Responsibilities of Management and Those Charged with Governance for Internal Financial Controls
2. The respective Board of Directors of the Holding Company and its 15 subsidiary companies, which are companies covered under the Act,
are responsible for establishing and maintaining internal financial controls based on criteria established by the Company considering
the essential components of internal control stated in the Guidance note on Audit of Internal Financial Controls over Financial Reporting
(‘the Guidance Note’) issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design,
implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly
and efficient conduct of the Company’s business, including adherence to the Company’s policies, the safeguarding of 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, as required under the Act.
Auditor’s Responsibility for the Audit of the Internal Financial Controls with Reference to Financial Statements
3. Our responsibility is to express an opinion on the internal financial controls with reference to financial statements of the Holding Company
and its 15 subsidiary companies, as aforesaid, based on our audit. We conducted our audit in accordance with the Standards on Auditing
issued by the Institute of Chartered Accountants of India (‘ICAI’) prescribed under Section 143(10) of the Act, to the extent applicable
to an audit of internal financial controls with reference to financial statements, and the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting (‘the Guidance Note’) issued by the ICAI. Those Standards and the Guidance Note require that we

comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal
financial controls with reference to financial statements were established and maintained and if such controls operated effectively in
all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference
to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements
includes obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend
on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due
to fraud or error.
5. We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports
referred to in the Other Matter paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal
financial controls with reference to financial statements of the Holding Company and its 15 subsidiary companies as aforesaid.
Meaning of Internal Financial Controls with Reference to Financial Statements
6. A company’s internal financial controls with reference to financial statements is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal financial controls with reference to financial statements include
those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorisations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls with Reference to Financial Statements
7. Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject
to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
8. In our opinion and based on the consideration of the reports of the other auditors on internal financial controls with reference to financial
statements of the 15 subsidiary companies and the Holding Company, which are companies covered under the Act, have in all material
respects, adequate internal financial controls with reference to financial statements and such controls were operating effectively as at
31 March 2020, based on criteria established by the Company considering the essential components of internal control stated in the
Guidance Note issued by the ICAI.
Other Matter
9. We did not audit the internal financial controls with reference to financial statements in so far as it relates to seven subsidiary
companies, which are companies covered under the Act, whose financial statements reflect total assets of R 48,067 lakhs and net
assets of R 19,836 lakhs as at 31 March 2020, total revenues of R 11,478 lakhs and net cash inflows amounting to R 341 lakhs for
the year ended on that date, as considered in the consolidated financial statements. The internal financial controls with reference to
financial statements in so far as it relates to such subsidiary companies have been audited by other auditors whose reports have been
furnished to us by the management and our report on the adequacy and operating effectiveness of the internal financial controls with
reference to financial statements for the Holding Company and its 15 subsidiary companies, as aforesaid, under Section 143(3)(i) of the
Act in so far as it relates to such subsidiary companies is based solely on the reports of the auditors of such companies. Our opinion
is not modified in respect of this matter with respect to our reliance on the work done by and on the reports of the other auditors.

UDIN:
Sudhir N. Pillai
Partner
Place: Mumbai
Date: 11 May 2020

Consolidated Balance Sheet
Particulars Note As at 31-Mar-20 As at 31-Mar-19

No. R in Lakhs R in Lakhs
I. ASSETS
1. Financial assets
(a) Cash and cash equivalents 4 84,352 37,368
(b) Bank balance other than (a) above 5 53,443 31,539
(c) Receivables 6
(II) Other receivables 145 76
(d) Loans 7 407,947 487,844
(e) Investments 8 308,850 268,591
(f) Other financial assets 9 14,925 9,202
Total financial assets (A) 944,215 986,353
2. Non-financial asset
(a) Current tax assets (net) 10 4,043 1,823
(b) Deferred tax assets (net) 11 12,428 14,290
(c) Investment property 12 3,465 3,518
(d) Property, plant and equipment 13(a) 27,321 24,890
(e) Capital/ Intangible assets under development 13(b) – 11
(f) Other Intangible assets 13(c) 2,548 1,802
(g) Other non-financial assets 14 17,040 15,488
Total non-financial assets (B) 66,845 61,822
Total Assets (A+B) 1,011,060 1,048,175
II. LIABILITIES AND EQUITY
Liabilities
1. Financial liabilities
(a) Payables 15
(I) Trade payables
(i) total outstanding dues of micro enterprises and small enterprises – –
(ii) total outstanding dues of creditor other than micro enterprises 179,798 139,062
and small enterprises
(b) Debt securities 16 282,326 258,160
(c) Borrowings (Other than debt securities) 17 180,355 257,612
(d) Deposits 18 12 5
(e) Other financial liabilities 19 37,464 55,878
Total financial liabilities (A) 679,955 710,717
2. Non - financial liabilities
(a) Current tax liabilities (net) 20 955 1,290
(b) Provisions 21 12,538 11,941
(c) Deferred tax liabilities (net) 22 2,699 12,148
(d) Other non - financial liabilities 23 2,624 2,656
Total non-financial liabilities (B) 18,816 28,035
3. Equity
(a) Equity share capital 24 1,481 1,457
(b) Other equity 25 307,149 303,887
(c) Non-controlling interests 3,659 4,079
Total Equity (C) 312,289 309,423
Total Liabilities and Equity (A+B+C) 1,011,060 1,048,175
Summary of significant accounting policies and other explanatory 1-63
information to the consolidated financial statements
This is the Consolidated Balance Sheet referred to in our report of even date
Partner Managing Director and Chief Executive Officer Non-Executive Chairman

Consolidated Statement of Profit and Loss
Particulars Note For the year ended For the year ended
No. 31-Mar-20 31-Mar-19
1) INCOME
(a) Revenue from operations
(a) Interest income 26 76,754 81,783
(b) Dividend income 27 194 37
(c) Rental income 28 39 363
(d) Fees and commission income 29 154,922 151,540
(e) Net gain on fair value changes 30 – 7,376
(f) Other operating income 31 3,846 3,826
Total revenue from operations 235,755 244,925
(b) Other income 32 786 1,249
Total income (a+b) (1) 236,541 246,174
2) EXPENSES :
(a) Finance costs 33 49,447 51,685
(b) Fees and commission expense 34 46,911 46,164
(c) Net loss on fair value change 30 21,902 –
(d) Impairment on financial instruments 35 9,130 36,041
(e) Employee benefits expense 36 53,980 50,177
(f) Depreciation and amortization expense 37 3,971 2,395
(g) Other expenses 38 22,681 21,922
Total expenses (2) 208,022 208,384
3) Profit before tax (3) = (1) - (2) 28,519 37,790
4) Tax expenses/ (credit) 39
(a) Current tax 13,371 18,426
(b) Deferred tax expenses / (credit) (6,424) (9,100)
(c) Short/(excess) provision for earlier years 32 (61)
Total tax expenses (4) 6,979 9,265
5) Profit after tax (5) = (3) - (4) 21,540 28,525
6) Share of profit from associates & joint venture (net of taxes) (2,582) 1,306
7) Profit/(Loss) after tax and share in profit/(loss) of associate & joint venture 18,958 29,831
8) Other comprehensive income
(a) Items that will not be reclassified to profit or loss
– Remeasurement of the defined employee benefit plans 201 190
– Fair value gain/(loss) of investment held through fair value through (6,914) (470)
other comprehensive income
(b) Tax expenses relating to items that will not be reclassified to profit or loss 727 (10)
Total other comprehensive income/(loss) (8) (5,986) (290)
9) Total comprehensive income (9) = (7)+(8) 12,972 29,541
10) Net profit attributable to:
Owners of parent 18,337 29,397
Non-controlling interests 621 434
11) Other comprehensive income attributable to:
Owners of parent (5,983) (292)
Non-controlling interests (3) 2
12) Total comprehensive income attributable to: (12) = (10)+(11)
Owners of parent 12,354 29,105
Non-controlling interests 618 436
13) Earning per share (R 1 each) 44
Basic (amount in R) 12.47 20.21
Diluted (amount in R) 12.20 19.67
Summary of significant accounting policies and other explanatory 1-63
information to the consolidated financial statements
This is the Consolidated Profit and Loss referred to in our report of even date
Consolidated Cash Flow Statement

31-Mar-20 31-Mar-19
A. CASH FLOWS FROM OPERATING ACTIVITIES
Profit before taxation 28,519 37,790
Adjustments for:
Impairment on financial instruments 9,130 36,041
Depreciation and amortisation expense 3,971 2,395
Provision for gratuity 810 755
Employee stock option expenditure 1,098 1,897
Profit / (loss) from partnership gain and joint venture (2,977) 1,808
Net loss/(gain) on fair value change 21,902 (8,025)
Profit on sale of property, plant and equipment (Net) (93) (2)
Interest income (33) (67)
Dividend income (194) (37)
Interest expense pertaining to lease liability 375 –
Operating profit 62,508 72,555
Adjustment for working capital changes:
(Increase) / decrease in trade receivables 75,742 (48,043)
(Increase) / decrease in other receivables (69) 4,754
(Increase) in other financial assets (5,723) (7,140)
(Increase) / decrease in other non financial assets (1,551) 1,279
Decrease in loans 72,207 30,871
Investment in Fixed deposit having maturity more than 3 months (21,879) (16,751)
(Net of maturity)
(Increase) / decrease in liquid investments (40,585) 15,695
Increase in trade payables 40,736 7,023
Increase in deposit 7 5
(Decrease) in other financial liabilities (17,314) (2,268)
(Decrease) in other non financial liabilities (32) (206)
(Decrease) in provision (12) (3,711)
Increase / (decrease) in borrowings (77,257) 15,063
Increase / (decrease) in debt securities 24,166 (31,584)
Cash generated from operations 110,944 37,542
Direct taxes paid net (including utilisation of MAT credit) (15,924) (18,070)
Net cash generated from Operating activities (A) 95,020 19,472
B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Property, plant and equipment (6,992) (2,659)
Purchase of Investments (58,731) (30,646)
Sale of Investments 30,240 34,633
Sale of Property, plant and equipment – 13
Interest received 33 67
Dividend received 194 37
Net cash (used in)/generated from Investing activities (B) (35,256) 1,445

Consolidated Cash Flow Statement (Contd..)

31-Mar-20 31-Mar-19
C. CASH FLOW FROM FINANCING ACTIVITIES
Issue of Share capital including Securities premium 4,039 1,826
Payment of Dividend and Dividend Distribution Tax (15,586) (15,239)
Increase/ (Decrease) in unpaid dividend (25) 4
Cash payment of lease liability and interest (1,475) –
Foreign Currency Translation Reserve 152 92
Investment by/ (purchase) from Minorities 115 (811)
Net cash (used in)/generated from Financing activities (C) (12,780) (14,128)
Net increase/(decrease) in cash and cash equivalents during the period 46,984 6,789
(A+B+C)
Cash and cash equivalents as at beginning of the period
Cash on hand 236 406
Schedule bank - In Current accounts 26,344 29,867
Cheques in hand – 2
Fixed Deposit with original maturity within 3 months 10,788 305
Cash and cash equivalents as at beginning of the period 37,368 30,580
Cash & Cash equivalents comprise of as at end of the period
Cash on hand 76 236
Schedule bank - In Current accounts 47,666 26,344
Cheques in hand – –
Fixed Deposit with original maturity within 3 months 36,610 10,788
Cash and cash equivalents as at end of the period 84,352 37,368
Notes :
(i) The above Statement of Cash Flows has been prepared under indirect method as set out in Ind AS 7, ‘Statement of Cash Flows’,
as specified under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standard) Rules, 2015
(as amended).
(ii) Figures in brackets indicate cash outflows.
This is the Statement of Consolidated Cash Flows referred to in our report of even date.

Statement of Changes in Equity
(A) Equity share capital

Particulars Equity share capital
Number of shares Amount
R in Lakhs
As at 1 April 2018 145,083,558 1,451
Stock options exercised under the ESOS 596,800 6
As at 31 March 2019 145,680,358 1,457
Stock options exercised under the ESOS 1,055,432 11
Preferential Issue* 1,330,928 13
As at 31 March 2020 148,066,718 1,481
(B) Other Equity

R in Lakhs
Particulars Reserves and surplus Items of other Total Non- Total
comprehensive income other controlling
Statutory Capital Securities Employee Capital General Debenture Foreign Impairment Retained Equity Remeasure- equity interest
reserves redemption premium stock Reserve reserve redemption currency reserve earnings instruments ments of
reserve options (on reserve translation through other defined
outstanding consolidation) reserve comprehensive benefit
reserve income plans
Balance as at 01
15,894 2,259 48,793 3,317 5,084 4,974 1,558 197 – 186,081 18,618 364 287,139 3,506 290,645
April 2018
Total
comprehensive – – – – – – – – – 29,397 (418) 126 29,105 456 29,561
income for the year
Dividends
including dividend – – – – – – – – – (15,238) – – (15,238) – (15,238)
distribution tax
Transfer to capital
– 245 – – – – – – – (245) – – – – –
redemption reserve
Transfer to statutory
42 – – – – – – – – (42) – – – – –
reserves
Transfer from
– – – – 12,124 – – – – – – – – –
statutory reserves (12,124)
Transfer to
– – 899 (899) – – – – – – – – – – –
Securities premium
Transfer to
debenture – – – – – (1,794) 1,794 – – – – – – – –
redemption reserve
Addition during the
year on account of – – 1,820 – – – – – – – – – 1,820 – 1,820
share issue
Additions during
– – – 1,897 – – – 92 – – – – 1,989 – 1,989
the year
Investment by/
(purchased from) – – – – – – – – – – – – – (811) (811)
minority
Transfer to
– – – – – – – – – (928) – – (928) 928 –
minorities
Balance as at 31
3,812 2,504 51,512 4,315 5,084 15,304 3,352 289 – 199,025 18,200 490 303,887 4,079 307,966
March 2019

Statement of Changes in Equity (Contd..)
R in Lakhs
Particulars Reserves and surplus Items of other Total Non- Total
comprehensive income other controlling
Statutory Capital Securities Employee Capital General Debenture Foreign Impairment Retained Equity Remeasure- equity interest
reserves redemption premium stock Reserve reserve redemption currency reserve earnings instruments ments of
reserve options (on reserve translation through other defined
outstanding consolidation) reserve comprehensive benefit
reserve income plans
Balance as at 01
3,812 2,504 51,512 4,315 5,084 15,304 3,352 289 – 199,025 18,200 490 303,887 4,079 307,966
April 2019
Total
comprehensive – – – – – – – – – 18,337 (6,115) 132 12,354 628 12,981
income for the year
Dividends
including dividend – – – – – – – – – (15,587) – – (15,587) – (15,587)
distribution tax
Transfer to capital
– – – – – – – – – – – – – – –
redemption reserve
Transfer to statutory
782 – – – – – – – – (782) – – – – –
reserves
Transfer from
– – – – – – – – – – – – – – –
statutory reserves
Transfer to
– – – – – – – – 62 (62) – – – – –
impairment reserve
Transfer to General
– – – – – – – – – 133 – – 133 – 133
Reserve
Transfer to
– – 1,017 (1,017) – – – – – – – – – – –
Securities premium
Transfer from
debenture – – – – – 3,352 (3,352) – – – – – – – –
redemption reserve
Addition during the
year on account of – – 3,964 – – – – – – – – – 3,964 – 3,964
share issue
Additions during
– – – 1,098 – – – 152 – – – – 1,250 – 1,250
the year
Investment by/
(purchased from) – – – – – – – – – – – – – 100 100
minority
Transfer to minorities – – – – – – – – – 1,148 1,148 (1,148) –
Balance as at 31
4,594 2,504 56,493 4,396 5,084 18,656 0.00 441 62 202,212 12,085 622 307,149 3,659 310,808
March 2020
The accompanying notes are integral part of these financial statements.

This is the Statement of Changes in Equity referred to in our report of even date.

Notes to Consolidated Financial Statement
NOTE 1 : CORPORATE INFORMATION

Motilal Oswal Financial Services Limited (“MOFSL” or ‘the Holding Company’) is a public limited company and incorporated under
the provisions of Companies Act. The Company is domiciled in India and the addresses of its registered office and principal place of
business are disclosed in the introduction to the annual report. The Holding Company is listed on the Bombay Stock Exchange (BSE)
and the National Stock Exchange (NSE).
Motilal Oswal Financial Services Limited, its subsidiaries, associate and joint venture entities (collectively, the Group) are engaged
in stock broking, asset management and mutual funds, private equity, investment banking, home finance, wealth management
services, distribution of financial products, proprietary investments and other activities in financial services.
These consolidated financial statements contain financial information of the Group and were authorized for issue by the Board of
Directors on 11 May 2020.
Information on the Group’s structure is provided in note 60.
NOTE 2 : SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these financial statements are set out below. Accounting policies
have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to the existing
accounting standard requires a change in the accounting policy hitherto in use.
2.1. Basis of preparation

(i) Compliance with Ind AS
The consolidated financial statements of the Group comply in all material aspects with Indian Accounting Standards (Ind AS)
notified under Section 133 of the Companies Act, 2013 (“the Act”) read with Companies (Indian Accounting Standards) Rules,
2015 as amended and other relevant provisions of the Act.
Accounting policies have been applied consistently over all the periods presented in these consolidated financial statements.
(ii) Historical cost convention
The consolidated financial statements have been prepared on a historical cost basis, except for the following:
• Certain Financial instruments are measured at fair values;
• Assets held for sale – measured at fair value less cost to sell;
• Defined benefit plans – plan assets measured at fair value; and
• Share based payments
(iii) Preparation of consolidated financial statements
The Holding Company is covered in the definition of Non-Banking Financial Group as defined in Companies (Indian Accounting
Standards) (Amendment) Rules, 2016. As per the format prescribed under Division III of Schedule III to the Companies Act, 2013
on 11 October 2018, the Holding Company presents the Balance Sheet, the Statement of Profit and Loss and the Statement
of Changes in Equity in the order of liquidity. A maturity analysis of recovery or settlement of assets and liabilities within 12
months after the reporting date and more than 12 months after the reporting date is presented in note 56.
(iv) Use of estimates and judgements
The preparation of consolidated financial statements in conformity with Ind AS requires management to make estimates,
judgements, and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities
(including contingent liabilities) and disclosures as of the date of consolidated financial statements and the reported amounts
of revenue and expenses for the reporting period. Actual results could differ from these estimates. Accounting estimates and
underlying assumptions are reviewed on an ongoing basis and could change from period to period. Appropriate changes in
estimates are recognized in the period in which the Group becomes aware of the changes in circumstances surrounding the
estimates. Any revisions to accounting estimates are recognized prospectively in the period in which the estimate is revised
and future periods. The estimates and judgements that have significant impact on carrying amount of assets and liabilities at
each balance sheet date are discussed at note 3.
2.2. Principles of consolidation and equity accounting

(i) Subsidiaries
The consolidated financial statements has comprised financial statements of the Company and its subsidiaries, subsidiaries
are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group

Notes to Consolidated Financial Statement (Contd..)
is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns
through its power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date on which
control is transferred to the Group. They are deconsolidated from the date that control ceases.
The acquisition method of accounting is used to account for business combinations by the Group.
The Group combines the financial statements of the Holding Company and its subsidiaries line by line adding together
like items of assets, liabilities, equity, income and expenses. Intercompany transactions, balances and unrealized gains on
transactions within the Group are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence
of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit
or loss, consolidated statement of changes in equity and balance sheet respectively. Statement of Profit and Loss including
Other Comprehensive Income (OCI) is attributable to the equity holders of the Holding Company and to the non-controlling
interest basis the respective ownership interest and such balance is attributed even if this results in controlling interest is
having a deficit balance.
(ii) Associates
Associates are all entities over which the Group has significant influence but not control or joint control. This is generally the
case where the Group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using
the equity method of accounting (see (iii) below), after initially being recognized at cost.
(iii) Equity method
Under the equity method of accounting, the investments are initially recognized at cost and adjusted thereafter to recognize
the Group’s share of the post-acquisition profits or losses of the investee in profit or loss, and the Group’s share of other
comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and
joint ventures are recognized as a reduction in the carrying amount of the investment.
When the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including
any other unsecured long-term receivables, the Group does not recognize further losses, unless it has incurred obligations or
made payments on behalf of the other entity.
Unrealized gains on transactions between the Group and its associates and joint ventures are eliminated to the extent of
the Group’s interest in these entities. Unrealized losses are also eliminated unless the transaction provides evidence of an
impairment of the asset transferred. Accounting policies of equity accounted investees have been changed where necessary
to ensure consistency with the policies adopted by the Group.
(iv) Changes in ownership interests
The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity
owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling
and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the
adjustment to non-controlling interests and any consideration paid or received is recognized within equity.
When the Group ceases to consolidate or equity account for an investment because of a loss of control, joint control or
significant influence, any retained interest in the entity is re-measured to its fair value with the change in carrying amount
recognized in profit or loss. This fair value becomes the initial carrying -amount for the purposes of subsequently accounting
for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in
other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related
assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to
profit or loss.
If the ownership interest in an associate is reduced but joint control or significant influence is retained, only a proportionate
share of the amounts previously recognized in other comprehensive income are reclassified to profit or loss where appropriate.
2.3. Revenue Recognition

The Group recognises revenue from contracts with customers based on a five step model as set out in Ind AS 115, Revenue
from Contracts with Customers, to determine when to recognize revenue and at what amount. Revenue is measured based
on the consideration specified in the contract with a customer. Revenue from contracts with customers is recognised when
services are provided and it is highly probable that a significant reversal of revenue is not expected to occur.

Revenue is measured at fair value of the consideration received or receivable. Revenue is recognized when (or as) the Group
satisfies a performance obligation by transferring a promised good or service (i.e. an asset) to a customer. An asset is transferred
when (or as) the customer obtains control of that asset.
When (or as) a performance obligation is satisfied, the Group recognizes as revenue the amount of the transaction price
(excluding estimates of variable consideration) that is allocated to that performance obligation.
The Group applies the five-step approach for recognition of revenue:
• Identification of contract(s) with customers;
• Identification of the separate performance obligations in the contract;
• Determination of transaction price;
• Allocation of transaction price to the separate performance obligations; and
• Recognition of revenue when (or as) each performance obligation is satisfied.
(i) Brokerage fee income
It is recognised on trade date basis and is exclusive of goods and service tax and securities transaction tax (STT) wherever
applicable.
(ii) Interest income
Interest income on a financial asset at amortised cost is recognised on a time proportion basis taking into account the amount
outstanding and the effective interest rate (‘EIR’). The EIR is the rate that exactly discounts estimated future cash flows of
the financial asset through the expected life of the financial asset or, where appropriate, a shorter period, to the net carrying
amount of the financial instrument. The internal rate of return on financial asset after netting off the fees received and cost
incurred approximates the effective interest rate method of return for the financial asset. The future cash flows are estimated
taking into account all the contractual terms of the instrument.
The interest income is calculated by applying the EIR to the gross carrying amount of non-credit impaired financial assets
(i.e. at the amortised cost of the financial asset before adjusting for any expected credit loss allowance). For credit-impaired
financial assets the interest income is calculated by applying the EIR to the amortised cost of the credit-impaired financial
assets (i.e. the gross carrying amount less the allowance for ECLs).
(iii) Portfolio management fee income
Performance obligations are satisfied over a period of time and portfolio management fees are recognized in accordance with
the Portfolio Management Agreement entered with respective clients, which is as follows:
a) Processing fees is recognized on upfront basis in the year of receipt;
b) Management fees is recognized as a percentage of the unaudited net asset value at the end of each month;
c) Return based fees is recognized as a percentage of annual profit, in accordance with the terms of the agreement with
clients on the completion of the period.
(iv) Mutual fund management fee income
Performance obligations are satisfied over a period of time and mutual fund management fee is recognized on monthly basis
in accordance with Investment Management Agreement and SEBI (Mutual Fund) Regulations, 1996, based on daily average
assets under management (AUM) of the Schemes of Motilal Oswal Mutual Fund.
(v) Private equity fund management fee income
Performance obligations are satisfied over a period of time and private equity fund management fee is recognized on monthly
basis in accordance with Private Placement Memorandum based on capital commitment / capital contribution of the Fund.
(vi) Alternative investment fund management fee income
Performance obligations are satisfied over a period of time and alternate investment management fee is recognized on monthly
basis in accordance with Private Placement Memorandum.
(vii) Investment advisory fees
Performance obligations are satisfied over a period of time and investment advisory fee is recognized on monthly basis in
accordance with the terms of the contract with the clients.

(viii) Research and advisory fees

Performance obligations are satisfied over a period of time and investment advisory fee is recognized on monthly basis in
accordance with the terms of the contract with the clients.
(ix) Dividend income
Dividend income is recognized in the statement of profit or loss on the date that the Group’s right to receive payment is
established, it is probable that the economic benefits associated with the dividend will flow to the entity and the amount of
dividend can be reliably measured. This is generally when the shareholders approve the dividend.
2.4. Distribution cost

Portfolio Management Services
Distribution cost for Portfolio Management Services are charged to Statement of Profit and Loss on accrual basis. Distribution
cost paid in advance is amortised over the contractual period. In respect of Portfolio Management Services, the Group has paid/
accrued commission to the distributors and has the right of recovery of such commission under pre-defined circumstances
(which includes investor exit up-to the “commitment period” as per the respective agreement entered with investor). On this
account, an asset (prepaid expenses) is recognised at the time of actual payment or becoming due for payment and charged
evenly to the Statement of Profit and Loss over the commitment period of the respective investor.
Alternate Investment Fund Services
Distribution cost for Alternate Investment Fund Management Services are charged to Statement of Profit and Loss on accrual
basis. In respect of Alternate Investment Fund Services, the Group has paid/accrued commission to the distributors and has
the right of recovery of such commission under pre-defined circumstance. On this account, an asset (prepaid expenses) is
recognised at the time of actual payment or becoming due for payment and charged evenly to the Statement of Profit and
Loss over the period of the scheme.
Fund related expenses
New fund offer expenses
Expenses relating to initial issue of Mutual Fund Schemes of the Fund are charged to the Statement of Profit and Loss in the
year in which such expenses are incurred which is in compliance with SEBI (Mutual Funds) Regulations, 1996¬
Recurring fund expenses
Expenses incurred (inclusive of advertisement / brokerage expenses) on behalf of schemes of Motilal Oswal Mutual Fund till
22nd October 2019 are recognised in the Statement of Profit and Loss unless considered recoverable from the schemes of
the Fund in accordance with the provisions of SEBI (Mutual Fund) Regulations, 1996.
2.5. Income Tax

The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the
applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences and to unused tax losses. Current and deferred tax is recognized in profit or loss, except to the extent
that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized
in other comprehensive income or directly in equity, respectively.
Current Tax:
Current tax is measured at the amount of tax expected to be payable on the taxable income for the year as determined in
accordance with the provisions of the Income Tax Act, 1961. Current tax assets and current tax liabilities are off set when there
is a legally enforceable right to set off the recognized amounts and there is an intention to settle the asset and the liability on
a net basis.
Deferred Tax:
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not
recognized if they arise from the initial recognition of goodwill. Deferred tax is also not accounted for, if it arises from initial
recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects
neither accounting profit nor taxable profit (tax loss). Deferred tax is determined using tax rates (and laws) that have been
enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred
income tax asset is realized or the deferred income tax liability is settled.

Deferred tax assets are recognized for all deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilize those temporary differences and losses.
Deferred tax liabilities are not recognized for temporary differences between the carrying amount and tax bases of investments
in subsidiaries and associates where the Group is able to control the timing of the reversal of the temporary differences and
it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities
and when the deferred tax balances relate to the same taxation authority.
2.6. Investment Property

Property that is held for long-term rental yields or for capital appreciation or both, and that is not used by the group for
business purposes, is classified as investment property. Investment property is measured initially at its cost, including related
transaction costs and where applicable borrowing costs. Subsequent expenditure is capitalised to the asset’s carrying amount
only when it is probable that future economic benefits associated with the expenditure will flow to the group and the cost
of the item can be measured reliably. All other repairs and maintenance costs are expensed when incurred. When part of an
investment property is replaced, the carrying amount of the replaced part is derecognised.
2.7. Leases
For any new contracts entered into on or after 1 April 2019, the Company considers whether a contract is, or contains a lease.
A lease is defined as ‘a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period
of time in exchange for consideration’. The Company assess whether it has the right to direct ‘how and for what purpose’ the
asset is used throughout the period of use.
Measurement and recognition of leases as a lessee
The Company has adopted Ind AS 116 “Leases” using the cumulative catch-up approach. Company has recognised Right of
Use assets as at 1 April 2019 for leases previously classified as operating leases and measured at an amount equal to lease
liability (adjusted for related prepayments/ accruals). The Company has discounted lease payments using the incremental
borrowing rate for measuring the lease liability.
The Company depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier
of the end of the useful life of the right-of-use asset or the end of the lease term. The Company also assesses the right-of-use
asset for impairment when such indicators exist.
Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance
fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and
payments arising from options reasonably certain to be exercised.
Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured
to reflect any reassessment or modification, or if there are changes in in-substance fixed payments.
When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss
if the right-of-use asset is already reduced to zero.
The Company has elected to account for short-term leases and leases of low-value assets using the practical expedients.
Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense
in profit or loss on a straight-line basis over the lease term.
When the Company revises its estimate of the term of any lease, it adjusts the carrying amount of the lease liability to reflect
the payments to make over the revised term, which are discounted using a revised discount rate. The carrying value of lease
liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised,
except the discount rate remains unchanged. In both cases an equivalent adjustment is made to the carrying value of the
right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term. If the carrying
amount of the right-of-use asset is adjusted to zero, any further reduction is recognised in statement of profit and loss.
For contracts that both convey a right to the Company to use an identified asset and require services to be provided to the
Company by the lessor, the Company has elected to account for the entire contract as a lease, i.e. it does allocate any amount
of the contractual payments to, and account separately for, any services provided by the supplier as part of the contract

2.8. Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits
held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or
less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
2.9. Financial instruments

Initial recognition and measurement
Financial assets and financial liabilities are recognized when the entity becomes a party to the contractual provisions of the
instrument. Regular way purchases and sales of financial assets are recognized on trade-date, the date on which the Group
commits to purchase or sell the asset.
At initial recognition, the Group measures a financial asset or financial liability at its fair value plus or minus, in the case of a
financial asset or financial liability not at fair value through profit or loss, transaction costs that are incremental and directly
attributable to the acquisition or issue of the financial asset or financial liability, such as fees and commissions. Transaction costs
of financial assets and financial liabilities carried at fair value through profit or loss are expensed in profit or loss. Immediately
after initial recognition, an expected credit loss allowance (ECL) is recognized for financial assets measured at amortized cost.
When the fair value of financial assets and liabilities differs from the transaction price on initial recognition, the entity recognizes
the difference as follows:
a) When the fair value is evidenced by a quoted price in an active market for an identical asset or liability (i.e. a Level 1
input) or based on a valuation technique that uses only data from observable markets, the difference is recognized as a
gain or loss.
b) In all other cases, the difference is deferred and the timing of recognition of deferred day one profit or loss is determined
individually. It is either amortized over the life of the instrument, deferred until the instrument’s fair value can be
determined using market observable inputs, or realized through settlement.
When the Group revises the estimates of future cash flows, the carrying amount of the respective financial assets or financial
liability is adjusted to reflect the new estimate discounted using the original effective interest rate. Any changes are recognized
in profit or loss.
Fair value of financial instruments
Some of the Group’s assets and liabilities are measured at fair value for financial reporting purpose. Fair value is the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date regardless of whether that price is directly observable or estimated using another valuation technique.
Information about the valuation techniques and inputs used in determining the fair value of various assets and liabilities are
disclosed in note 56.
Financial assets
(i) Classification and subsequent measurement
The Group has applied Ind AS 109 and classifies its financial assets in the following measurement categories:
• Fair value through profit or loss (FVTPL);
• Fair value through other comprehensive income (FVOCI); or
• Amortised cost.
1. Financial assets carried at amortised cost a financial asset is measured at the amortised cost if both the following
conditions are met:
• The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
• Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and
interest (SPPI) on the principal amount outstanding. After initial measurement, such financial assets are subsequently
measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking
into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR
amortisation is included in interest income in the Statement of Profit and Loss.

2. Equity instruments
Equity instruments are instruments that meet the definition of equity from the issuer’s perspective; that is, instruments
that do not contain a contractual obligation to pay and that evidence a residual interest in the issuer’s net assets.
All investments in equity instruments classified under financial assets are initially measured at fair value, the Group may,
on initial recognition, irrevocably elect to measure the same either at FVOCI or FVTPL. The Group makes such election on
an instrument-by-instrument basis. Fair value changes on an equity instrument is recognised as revenue from operations
in the Statement of Profit and Loss unless the Group has elected to measure such instrument at FVOCI. Fair value changes
excluding dividends, on an equity instrument measured at FVOCI are recognized in OCI. Amounts recognised in OCI are not
subsequently reclassified to the Statement of Profit and Loss. Dividend income on the investments in equity instruments
are recognised as ‘Revenue from operations’ in the Statement of Profit and Loss.
3. Investments in mutual funds
Investments in mutual funds are measured at fair value through profit and loss (FVTPL).
(ii) Impairment
The Group recognizes impairment allowances using Expected Credit Losses (“ECL”) method on all the financial assets that
are not measured at FVPTL:
ECL are probability-weighted estimate of credit losses. They are measured as follows:
• Financials assets that are not credit impaired – as the present value of all cash shortfalls that are possible within 12
months after the reporting date.
• Financials assets with significant increase in credit risk - as the present value of all cash shortfalls that result from all
possible default events over the expected life of the financial assets.
• Financials assets that are credit impaired – as the difference between the gross carrying amount and the present
value of estimated cash flows.
Financial assets are written off/fully provided for when there is no reasonable of recovering a financial assets in its entirety
or a portion thereof.
However, financial assets that are written off could still be subject to enforcement activities under the Group’s recovery
procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in the Statement
of Profit and Loss.
(iii) Derecognition
A financial asset is derecognised only when :
The Group has transferred the rights to receive cash flows from the financial asset or retains the contractual rights to
receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more
recipients.
Where the Group has transferred an asset, the Group evaluates whether it has transferred substantially all risks and
rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the entity has not
transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised.
Where the Group has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of
the financial asset, the financial asset is derecognised if the Group has not retained control of the financial asset. Where
the Group retains control of the financial asset, the asset is continued to be recognised to the extent of continuing
involvement in the financial asset.
(i) Initial recognition and measurement
All financial liabilities are recognised when the Company becomes a party to the contractual provisions of the financial
instrument and are measured initially at fair value adjusted for transaction costs.
(ii) Subsequent measurement
Financial liabilities are subsequently measured at amortised cost using the EIR method. Financial liabilities carried at
fair value through profit or loss are measured at fair value with all changes in fair value recognised in the Statement
of Profit and Loss.

(iii) Derecognition
A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expires.
2.10. Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable
right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the
liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the
normal course of business and in the event of default, insolvency or bankruptcy of the Group or the counterparty.
2.11. Financial guarantee contracts and loan commitments

Financial guarantee contracts are contracts that require the issuer to make specified payments to reimburse the holder for a
loss it incurs because a specified debtor fails to make payments when due, in accordance with the terms of a debt instrument.
Such financial guarantees are given to banks, financial institutions and others on behalf of customers to secure loans, overdrafts
and other banking facilities.
Financial guarantee contracts are initially measured at fair value and subsequently measured at the higher of:
• The amount of the loss allowance; and
• The premium received on initial recognition less income recognized in accordance with the principles of Ind AS 115.
2.12. Property, plant and equipment

Property, plant and equipment are stated at cost of acquisition less accumulated depreciation. Cost includes expenditure that
is directly attributable to the acquisition and installation of the assets.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when
it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be
measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced.
All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.
Depreciation methods, estimated useful lives and residual value
Depreciation is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated
useful life prescribed under Schedule II to the Companies Act, 2013. The Group provides pro-rata depreciation from the month
of installation till date the assets are sold or disposed. Leasehold improvements are amortised over the term of underlying
lease.
Assets Useful life
Building 60 years
Furniture and Fixtures 10 years
Office Equipments 5 years
Computers and Network Equipments 3 to 6 years
Plant and Machinery 15 years
Electrical Equipments 10 years
Vehicles 8 to 10 years
Leasehold Improvements Over the primary lease period or useful life. Whichever is less.
Derecognition:
The carrying amount of an item of property, plant and equipment is derecognized on disposal or when no future economic
benefits are expected from its use or disposal. Gains and losses on disposals are determined by comparing proceeds with
carrying amount and are recognized in the statement of profit and loss when the asset is derecognized.
2.13. Intangible assets

Measurement at recognition:
Intangible assets are recognized where it is probable that the future economic benefit attributable to the assets will flow to the
Group and its cost can be reliably measured. Intangible assets are stated at cost of acquisition less accumulated amortization
and impairment, if any.
Expenditure incurred on acquisition/development of intangible assets which are not put/ready to use at the reporting date
is disclosed under intangible assets under development. The Group amortizes intangible assets on a straight-line basis over

the five years commencing from the month in which the asset is first put to use. The Group provides pro-rata amortization
from the day the asset is put to use.
Asset Useful life

Computer Software 5 years
Licences Over the license period
Derecognition:
The carrying amount of an intangible asset is derecognized on disposal or when no future economic benefits are expected
from its use or disposal. Gains and losses on disposals are determined by comparing proceeds with carrying amount and are
recognized in the statement of profit and loss when the asset is derecognized
2.14. Impairment of non-financial assets

At each reporting date, the Group assesses whether there is any indication based on internal/external factors, that an asset
may be impaired. If any such indication exists, the Group estimates the recoverable amount of the asset. The recoverable
amount of asset is the higher of its value in use or its fair value. Value in use is based on the estimated future cash flows,
discounted to their present value using a pre-tax discount rate that reflects the current market assessment of time value of
money and the risks specific to it. If such recoverable amount of the asset or the recoverable amount of the cash generating
unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount and
the reduction is treated as an impairment loss and is recognised in the statement of profit and loss. All assets are subsequently
reassessed for indications that an impairment loss previously recognised may no longer exist. An Impairment loss is reversed
if there has been a change in estimates used to determine the recoverable amount. Such a reversal is made only to the extent
that the assets carrying amount would have been determined, net of depreciation or amortization, had no impairment loss
been recognised.
2.15. Provisions and contingencies:

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. Provisions are measured at the best estimate of the expenditure
required to settle the present obligation at the Balance Sheet date.
Provisions are determined by discounting the expected future cash flows (representing the best estimate of the expenditure
required to settle the present obligation at the balance sheet date) at a pre-tax rate that reflects current market assessments
of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.
Expected future operating losses are not provided for.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control
of the Group or a present obligation that arises from past events where it is either not probable that an outflow of resources
will be required to settle the obligation or a reliable estimate of the amount cannot be made.
2.16. Employee benefits

(i) Short-term obligations
Short-term employee benefits are recognized as an expense at the undiscounted amount in the Statement of Profit and
Loss for the year in which the related services are rendered. The Group recognises the costs of bonus payments when it
has a present obligation to make such payments as a result of past events and a reliable estimate of the obligation can
be made.
(ii) Post-employment obligations
ontribution paid/payable to the recognised provident fund, which is a defined contribution scheme, is charged to the
C
Statement of Profit and Loss in the period in which they occur.
Defined benefits plan:
ratuity is post-employment benefit and is in the nature of defined benefit plan. The liability recognised in the Balance
G
Sheet in respect of gratuity is the present value of defined benefit obligation at the Balance Sheet date together with
the adjustments for unrecognised actuarial gain or losses and the past service costs. The defined benefit obligation is

calculated at or near the Balance Sheet date by an independent actuary using the projected unit credit method. Actuarial
gains and losses comprise experience adjustment and the effects of changes in actuarial assumptions are recognized in
the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the
statement of changes in equity and in the balance sheet.
(iii) Other long-term employee benefit obligations
Heritage club benefit
Heritage club benefits are recognised as liability at the present value of defined benefits obligation as at the Balance
Sheet date. The defined obligation benefit is calculated at the Balance Sheet date by an independent actuary using the
projected unit credit method.
Compensated absences
T he Group does not have a policy of encashment of unavailed leaves for its employees but are permitted to carry forward
subject to a prescribed maximum days. Provision is made for expected cost of accumulating compensated absences as
a result of unused leave entitlement which has accumulated as at the balance sheet date.
2.17. Share-based payments

Employee Stock Option Scheme (ESOS)
The Employees Stock Options Scheme (“the Scheme”) has been established by the Group. The Scheme provides that employees
are granted an option to subscribe to equity share of the Group that vest on the satisfaction of vesting conditions. The fair
value of options granted under ESOS is recognized as an employee benefits expense with a corresponding increase in equity.
The total amount to be expensed is determined reference to the fair value of the options granted excluding the impact of
any service conditions. Information about the valuation techniques and inputs used in determining the fair value of options
disclosed in note 53.
The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions
are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to
vest based on the service conditions. It recognizes the impact of the revision to original estimates, if any, in profit or loss, with
a corresponding adjustment to equity.
2.18. Foreign currency translation

(i) Functional and presentation currency
Items included in consolidated financial statements of the Group are measured using the currency of the primary economic
environment in which the Group operates (‘the functional currency’). The consolidated financial statements are presented
in Indian rupee (INR), which is Group’s functional and presentation currency.
(ii) Translation and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation
of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are recognized in profit
or loss.
2.19. Dividends
Provision is made for the amount of any dividend declared, being appropriately authorized and no longer at the discretion of
the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.
2.20. Earnings per share

a) Basic earnings per share
Basic earnings per share is calculated by dividing the net profit for the period (excluding other comprehensive income)
attributable to equity share holders of the Group by the weighted average number of equity shares outstanding during
the financial year, adjusted for bonus element in equity shares issued during the year.
b) Diluted earnings per share
Diluted earnings per share is computed by dividing the net profit for the period attributable to equity shareholders by the
weighted average number of shares outstanding during the period as adjusted for the effects of all diluted potential equity
shares except where the results are anti-dilutive.

2.21. Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision
Maker of the Group.
The power to assess the financial performance and position of the Group and make strategic decisions is vested in the managing
director who has been identified as the Chief Operating Decision Maker.
The primary business of the Group comprises of “Broking and other related activities”, “Fund based activities”, “Asset
Management and Advisory”, “Investment Banking services” and “Home Finance”. The business segments have been identified
considering the nature of services, the differing risks and returns, the organization structure and the internal financial reporting
system. Broking and other related activities includes Broking services to clients, research and advisory services, financial product
distribution, depository services. Fund based activities include investment activities (Investment in securities and property)
and financing activity. Asset management and advisory includes fee based services for management of assets. Investment
Banking represents results of raising financial capital by underwriting or acting as the client’s agent in the issuance of securities.
Home Finance represents interest and other related income from affordable housing finance business.
2.22. Rounding of amounts

All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest lakhs as per
the requirements.
2.23. Events after reporting date

Where events occurring after the balance sheet date provide evidence of conditions that existed at the end of the reporting
period, the impact of such events is adjusted within the consolidated financial statements. Otherwise, events after the balance
sheet date of material size or nature are only disclosed.
2.24. Business Combination under Common Control

Business combinations under common control are accounted for using the pooling of interest method as at the date of the
acquisition, which is the date at which control is transferred to the Company. The consideration transferred in the acquisition
and the identifiable assets acquired and liabilities assumed are recognised at carrying value on their acquisition date. Goodwill
is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised
for net identifiable assets acquired and liabilities assumed.
3. KEY ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of consolidated financial statements requires management to make judgments, estimates and assumptions in the
application of accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may
differ from these estimates. Continuous evaluation is done on the estimation and judgments based on historical experience and
other factors, including expectations of future events that are believed to be reasonable. Revisions to accounting estimates are
recognised prospectively.
Information about critical judgments in applying accounting policies, as well as estimates and assumptions that have the most
significant effect to the carrying amounts of assets and liabilities within the next financial year, are included in the following notes:
(a) Provision and contingent liability: On an ongoing basis, Group reviews pending cases, claims by third parties and other
contingencies. Contingent losses that are considered probable, an estimated loss is recorded as an accrual in consolidated
financial statements. Loss Contingencies that are considered possible are not provided for but disclosed as Contingent liabilities
in the consolidated financial statements. Contingencies the likelihood of which is remote are not disclosed in the consolidated
financial statements. Gain contingencies are not recognized until the contingency has been resolved and amounts are received
or receivable.
(b) Allowance for impairment of financial asset: Judgements are required in assessing the recoverability of overdue loans and
determining whether a provision against those loans is required. Factors considered include the aging of past dues, value of
collateral and any possible actions that can be taken to mitigate the risk of non-payment.
(c) Recognition of deferred tax assets - Deferred tax assets are recognised for unused tax-loss carryforwards and unused tax
credits to the extent that realisation of the related tax benefit is probable. The assessment of the probability with regard to
the realisation of the tax benefit involves assumptions based on the history of the entity and budgeted data for the future.

(d) Defined benefit plans - The cost of defined benefit plans and the present value of the defined benefit obligations are based
on actuarial valuation using the projected unit credit method. An actuarial valuation involves making various assumptions
that may differ from actual developments in the future. These include the determination of the discount rate, future salary
increases and mortality rates. Due to the complexities involved in the valuation and its long - term nature, a defined benefit
obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
(e) Stock based compensation – The Group account for stock-based compensation by measuring and recognizing as compensation
expense the fair value of all share-based payment awards made to employees based on estimated grant date fair values. The
determination of fair value involves a number of significant estimates. The Group uses the Black Scholes option pricing model
to estimate the value of employee stock options which requires a number of assumptions to determine the model inputs.
These include the expected volatility of Group’s stock and employee exercise behavior which are based on historical data as
well as expectations of future developments over the term of the option. As stock-based compensation expense is based on
awards ultimately expected to vest. Management’s estimate of exercise is based on historical experience but actual exercise
could differ materially as a result of voluntary employee actions and involuntary actions which would result in significant
change in our stock-based compensation expense amounts in the future.
(f) Property, plant and equipment and Intangible Assets - Management reviews the estimated useful lives and residual values of
the assets annually in order to determine the amount of depreciation to be recorded during any reporting period. The useful
lives and residual values as per schedule II of the Companies Act, 2013 or are based on the Group’s historical experience with
similar assets and taking into account anticipated technological changes, whichever is more appropriate.
(g) Leases – The Group evaluates if an arrangement qualifies to be a lease as per IND AS 116.
– The Group determines lease term as a non-cancellable period of a lease, together with both the period covered by an
option to extend the lease if the Company is reasonably certain to exercise lessee options.
– The determination of the incremental borrowing rate used to measure lease liabilities.

NOTE 4 : CASH AND CASH EQUIVALENTS
As at As at
31-Mar-20 31-Mar-19
Cash on hand 76 236
Balances with banks
In current accounts 47,666 26,344
Fixed deposit with bank (maturity within 3 months) 36,610 10,788
84,352 37,368
NOTE 5 : BANK BALANCE OTHER THAN CASH AND CASH EQUIVALENTS

As at As at
31-Mar-20 31-Mar-19
Fixed Deposit with original maturity more than 3 months but less than 12 months* 45,693 25,561
Fixed Deposit with original maturity more than 12 months* 7,694 4,407
Accrued interest on fixed deposits 12 1,552
Unpaid dividend account 44 19
53,443 31,539
*Fixed deposits are pledged with exchange and banks for meeting margin requirements, for obtaining bank gaurantee and term loans.

NOTE 6 : RECEIVABLES
As at As at
31-Mar-20 31-Mar-19
(i) Trade receivables
a) Secured, considered good * 33,671 83,523
b) Unsecured, considered good 42,040 69,328
Less : Allowances for impairment losses (1,158) (1,118)
74,553 151,733
(ii) Other receivables
a) Rent receivable – 52
b) Other 145 24
145 76
74,698 151,809
* Secured against securities given as collateral by the customer
1) Trade receivables are recognised initially at fair value and subsequently measured at amortised cost less loss allowances.
The Group applies the Ind AS 109 simplified approach to measuring expected credit losses (ECLs) for trade receivables at an
amount equal to lifetime ECLs. The ECLs on trade receivables are calculated based on actual historic credit loss experience over
the preceding three to five years on the total balance of non-credit impaired trade receivables. The Group considers a trade
receivable to be credit impaired when one or more detrimental events have occurred, such as significant financial difficulty
of the client or it becoming probable that the client will enter bankruptcy or other financial reorganization. When a trade
receivable is credit impaired, it is written off against trade receivables and the amount of the loss is recognised in the income
statement. Subsequent recoveries of amounts previously written off are credited to the income statement. In line with the
Group’s historical experience, and after consideration of current credit exposures, the Group does not expect to incur any
credit losses and has not recognised any ECLs in the current year.
2) No trade or other receivable are due from directors or other officers of the Group either severally or jointly with any other
person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a
partner, a director or a member.
3) Trade receivables in case of the Group includes r 24,994 Lakhs (Previous year r 24,994 Lakhs) receivable from National Spot
Exchange Limited on behalf of customers and the same is also shown as Other Trade payable to customers at r 24,576 Lakhs
(Previous year R 24,576 Lakhs) which will become due only on receipt from National Spot Exchange Limited.
NOTE 7 : LOANS
As at As at
31-Mar-20 31-Mar-19
(A) Loans- At amortised cost
Home loans 364,312 435,747
Term loan 3,466 –
Loans repayable on demand 21,599 18,579
Loans to employees 378 409
Margin trading facility 19,849 47,561
Interest accrued 2,785 3,118
Total (A) Gross 412,389 505,414
Less : Impairment loss allowance (4,442) (17,570)
Total (A) Net 407,947 487,844

(B) Secured by tangible assets 396,302 500,909

Unsecured 16,087 4,505
Total (B) Gross 412,389 505,414
Total (B) Net 407,947 487,844
(C) Loans in India

Public sector – –
Others 412,389 505,414
Total (C) Gross 412,389 505,414
Total (C) Net 407,947 487,844
Loan book & ECL Movement Notes :

1(a) Loan book movement
31-Mar-20 31-Mar-19
Opening 487,844 554,107
Origination of new loan 13,027 372
Write-offs/sold during the year (42,116) (29,556)
Repayments received during the year (50,809) (37,079)
Closing 407,947 487,844
1(b) Break - up of loans under

31-Mar-20 31-Mar-19
Low credit risk (Stage 1) 386,769 419,380
Significant increase in credit risk (Stage 2) 14,567 28,861
Credit impaired (Stage 3) 6,611 39,603
Closing 407,947 487,844
1(c) ECL movement

31-Mar-20 31-Mar-19
Opening 17,570 11,472
ECL impact due to Write-offs (9,532) (1,928)
Addition during the year (3,596) 8,026
Closing 4,442 17,570

1(d) Break - up of ECL under

31-Mar-20 31-Mar-19
Low credit risk (Stage 1) 1,269 3,384
Significant increase in credit risk (Stage 2) 1,518 4,289
Credit impaired (Stage 3) 1,655 9,897
Closing 4,442 17,570
NOTE 8 : INVESTMENT
Sr. Particulars As at 31-Mar-20 As at 31-Mar-19
No. (Units) (Amount (Units) (Amount
R in Lakhs) R in Lakhs)
I. Investments at amortised cost
Equity Instruments - Unquoted - Fully paid-up
MF utilities India Private Limited 500,000 5 500,000 5
Total (I) 5 5
II. Investments at fair value through profit and loss account (FVTPL)
(a) Equity Instruments - Unquoted - Fully paid-up
Shriram New Horizons Limited 750,000 1,013 750,000 1,013
Less : Impairment allowance on investment (1,013) (1,013)
Shubham Housing Development Finance Co. Private Limited 21,392 462 241,652 3,000
Total (a) 462 3,000
(b) Preference Shares - Unquoted - Fully paid-up
Compulsory Convertible shares of Shubham Housing Development 220,260 2,735 – –
Finance Co. Private Limited
Total (b) 2,735 –
(c) Mutual Funds (Equity) - Quoted - Fully paid-up

Motilal Oswal Mutual Fund - Motilal Oswal MOSt Shares M100 ETF GO 735,570 92 735,570 138
Motilal Oswal Mutual Fund-Motilal Oswal MOSt Shares 396,531 156 396,531 132
NASDAQ 100 ETF -GO
Most Shares M50 ETF 59,499 50 59,499 67
Kotak Mahindra MF - Kotak Banking ETF - Dividend Payout Option 17,889 35 17,889 56
Reliance Etf Gold Bees 675 26 675 19
SBI-ETF Nifty Next 50 44,978 40 44,978 53
Motilal Oswal NASDAQ 100 FOF 200,000 26 200,000 21
Mutual Funds (Equity) -Unquoted - Fully paid-up
Motilal Oswal Most Focused Multicap 35 Fund (Direct Plan - Growth, 201,830,746 41,526 230,032,257 62,632
Dividend Reinvestment and Direct Plan Dividend Payout)
Most focused midcap 30 fund (Direct Plan - Growth, Dividend 109,157,082 22,648 109,130,459 29,569
Reinvestment and Direct Plan Dividend Payout)
Motilal Oswal Most Focused Multicap 25 Fund (Direct Plan - Growth, 64,280,248 13,068 64,280,248 14,942
Dividend Reinvestment)
Most Focused Long term Fund 190,816 28 190,816 35
Motilal Oswal Most Focused Dynamic Equity Fund 500,000 59 500,000 63
Motilal Oswal Equity Hybrid Fund - Direct (G) 500,000 49 500,000 52


Motilal Oswal Nifty Midcap 150 Index Fund - Direct Growth Option 553,715 44 – –
Motilal Oswal Nifty 500 Fund - Direct Growth Option 567,804 45 – –
Motilal Oswal Nifty Bank Index Fund - Direct Growth Option 272,044 19 – –
Motilal Oswal Nifty Smallcap 250 Index Fund - Direct Growth Option 219,498 16 – –
Motilal Oswal Nifty 50 Index Fund - Direct Growth Option 12,962,633 934 – –
Motilal Oswal Nifty Next 50 Index Fund - Direct Growth Option 4,330,591 325 – –
Motilal Oswal Large And Midcap Fund 50,500,000 4,005 – –
Mutual Funds (Debt) - Unquoted - Fully paid-up
Investment in Short Term Ultra Bond 876,376 118 876,376 111
Reliance Liquid Fund-Treasury Plan -Growth Plan Growth Option – – 319,337 12,598
Reliance Liquidity Fund-Growth Plan-Growth Option – – 224,102 1,897
Birla Sunlife Cash Plus 2,814,162 8,993 2,814,162 8,455
Motilal Oswal Liquid Fund - Direct (G) 500,000 53 500,000 51
Reliance Banking and PSU Debt FD-Dir Pl-Growth – – 132,906,806 18,067
Reliance Medium Term Fund - Direct Gr Pl-Gr Option – – 15,118,164 6,062
ICICI Pru money market - Direct plan 4,478,928 13,158 1,871,220 5,172
Kotak floater short term - Direct plan Growth 263,772 10,590 136,066 5,149
UTI money market fund - Direct Growth – – 171,136 5,238
HDFC Cash Management Liquid Units 468,037 18,284 76,861 2,827
Kotak Saving Fund Direct Plan- Growth – – 8,291,241 2,533
Kotak Saving Fund Direct Plan- Growth 2 – – 8,282,836 2,531
HDFC Overnight Fund - Direct Plan - Growth 336,837 10,001 – –
SBI Savings Fund Direct Plan Growth 15,453,896 5,002 – –
SBI Liquid Fund Direct Plan Growth 321,835 10,006 – –
Nippon India Liquid Fund Direct Plan Growth Plan 206,307 10,007 – –
Nippon India Overnight Fund Direct Growth Plan 9,330,743 10,002 – –
Mirae Asset Cash Management Fund - Direct Plan - Growth 119,427 2,502 – –
Axis Liquid Direct Fund - Growth 456,713 10,067 – –
L&T Liquid Fund Direct Plan Growth Option 91,928 2,501 – –
Total (c) 194,475 178,470
(d) Investment in Alternative Investment funds (Equity) - Unquoted -
Fully paid-up
Motilal Oswal Focused Growth Opportunities Fund 7,280,244 785 7,280,244 1,100
Motilal Oswal Focused Growth Opportunities Fund (Carry Units) 30,000 5 25,287 7
Motilal Oswal Focused Multicap Opportunities Fund 11,169,545 816 11,087,045 1,202
Motilal Oswal Focused Multicap Opportunities Fund (Carry units) 100,000 7 100,000 11
Motilal Oswal Select Opportunities fund 6,687,757 930 9,985,273 1,086
Motilal Oswal Select Opportunities fund (Carry units) 100,000 10 100,000 11
Motilal Oswal Focused Business Advantage Fund 10,000,000 991 10,000,000 1,178
Motilal Oswal Focused Business Advantage Fund (Carry units) 100,000 12 100,000 12
Motilal Oswal Focused Emergence Fund 12,802,656 654 12,802,656 1,050
Motilal Oswal Rising India Fund 9,749,870 909 9,749,870 1,033
Motilal Oswal Select Opportunities Fund Series II 3,000,000 218 – –
Motilal Oswal Equity Opportunities Fund 8,118,297 649 – –
Total (d) 5,987 6,690


(e) Partnership Firm / LLP - Real estate funds - Unquoted
Contrarian Vriddhi Fund I LLP 1,000 180 100,000,000 138
Total (e) 180 138
(f) Associates and Joint Ventures
Associates - Real estate funds- Unquoted
India Reality Excellance Fund II LLP 10,000 4,407 10,000 5,647
Joint venture - Private equity funds- Unquoted
India Business Excellence Fund III 2,976,095 15,461 2,976,095 12,717
Total (f) 19,868 18,364
(g) Private Equity Funds - Unquoted
Reliance Alternative Investment Fund - Private Equity Scheme I 509,114 51 583,470 62
Aditya Birla Private Equity - Fund I 150 66 150 66
India Business Excellence Fund 475 4,601 475 6,058
India Business Excellence Fund - C Class 0 0 0 0
India Business Excellence Fund-I 200 1 200 1
India Business Excellence Fund II 818,000 9,361 818,000 12,304
India Business Excellence Fund II - C Class 1,022 10 997 10
Real Estate Funds - Unquoted
Investment in India Realty Excellence Fund III 9,991,452 11,824 9,792,497 10,208
India Realty Excellence Fund IV 6,500,000 6,932 3,500,000 3,500
Total (g) 32,846 32,209
(h) Investment in Security receipt- Unquoted
Phoenix trust FY20-9 2,210,000 19,647 – –
Phoenix trust FY20-21 284,750 2,848 – –
Total (h) 22,494 –
Total (II) (a+b+c+d+e+f+g+h) 279,047 238,872
III. Investment at fair value through other comprehensive income FVOCI

AU Finance India Limited 3,281,796 16,584 3,281,796 19,546
Investment through Portfolio Management Services (PMS)
3M India Ltd 10 2 – –
Aegis Logistics Ltd 178,350 249 102,183 208
Ajanta Pharma Ltd 137 2 216 2
Alkem Laboratories Ltd 19,477 453 11,026 193
Asian Paints Ltd 345 6 345 5
Astral Poly Technik Ltd – – 88 1
Au Small Finance Bank Ltd 1,107 6 1,646 10
Axis Bank Ltd 2,731 10 2,088 16
Bajaj Finance Ltd 12,587 279 17,397 526
Bajaj Finserv Ltd 83 4 168 12
Balkrishna Industries Ltd 525 4 425 4
Bata India Ltd 523 6 – –
Bayer Cropscience Ltd 7,115 246 1,971 87
Bhansali Engineering Polymers Ltd – – 1,417 1


Bharat Forge Ltd 104,294 245 60,282 309
Bharat Petroleum Corporation Ltd – – 880 3
Blue Star Ltd – – 167 1
Bosch Ltd 3,693 347 2,111 384
Britania Ind. Ltd - Debentures 78 0 – –
Britannia Industries Ltd 98 3 224 7
Canfin Homes Ltd – – 4,067 14
Cholamandalam Investment And Finance Company Ltd 775 1 742 11
City Union Bank Ltd 405,331 523 270,902 555
Colgate Palmolive (India) Ltd 33,242 416 19,039 240
Container Corporation Of India Ltd 90,138 299 51,578 271
Crompton Greaves Consumer Electrcials Ltd – – 786 2
Cummins India Ltd 51,911 169 29,413 219
DCB Bank Ltd 5,933 6 2,852 6
Divis Laboratories Ltd 225 4 – –
Dr Reddy’s Laboratories Ltd 76 2 – –
Eicher Motors Ltd 3,774 494 2,178 448
Emami Ltd 97,273 165 55,097 220
Endurance Technologies Ltd – – 168 2
Engineers India Ltd 106,833 64 60,206 71
Eris Lifesciences Ltd 271 1 271 2
Federal Bank Limited 431,327 177 – –
Glaxosmithkline Consumer Healthcare Ltd (Formerly Smithkline 6,156 614 3,519 255
Beecham Consumer)
GlaxoSmithkline Pharmaceuticals Ltd 156 2 – –
Godrej Industries Ltd 116,160 329 66,449 356
Havells India Ltd – – 551 4
HDFC Asset Management Company Ltd – – 125 2
HDFC Bank Ltd 2,534 22 1,391 32
HDFC standard Life Insurance Company Ltd 5,695 25 5,023 19
Hindustan Petroleum Corporation Ltd 171,985 327 99,326 282
Hindustan Unilever Ltd 280 6 288 5
Honeywell Automation India Ltd 8 2 – –
Housing Development Finance Corporation Ltd 242 4 242 5
Icici Bank Ltd 230,448 746 55,334 222
ICICI Lombard General Insurance Company Ltd 691 7 877 9
IndusInd Bank Ltd 380 1 – –
Infosys Ltd 881 6 881 7
Interglobe Aviation Ltd – – 428 6
Ipca Laboratories Ltd 55,665 775 32,001 314
ITC Ltd 3,788 7 1,800 5
J&k Bank 142,437 18 – –
Jubilant Foodworks Ltd 650 10 118 2
Jubilant Life Sciences Ltd – – 294 2
Kajaria Ceramics Ltd 975 4 975 6


Kansai Nerolac Paints Ltd – – 782 4
Kotak Mahindra Bank Ltd 148,899 1,930 86,015 1,148
L&T Technology Services Ltd 47,365 550 27,671 435
Larsen & Toubro Infotech Ltd 568 8 811 14
Larsen & Toubro Ltd 889 7 899 12
LIC Housing Finance Ltd 4,140 10 – –
Liquid funds and cash and cash equivelents held through PMS – 58 11,144 78
Mahindra Logistics Ltd – – 2,062 11
Maruti Suzuki India Ltd 222 10 212 14
Max Financial Services Ltd 154,966 596 83,019 361
Minda Industries Ltd 1,836 4 685 2
Monsanto India Ltd (Formly Monsanto Chemicals Of India) – – 3,030 79
Motherson Sumi Systems Limited 2,988 2 – –
Multi Commodity Exchange of India Ltd 298 3 – –
Muthoot Finance Ltd 1,552 10 – –
Page Industries Ltd 6,346 1,077 3,597 898
Persistent Systems Ltd 455 3 455 3
Petronet Lng Ltd 1,246 2 3,677 9
PI Industries Ltd 300 4 172 2
Polycab India Ltd 833 6 – –
Quess Corp Ltd 1,547 3 1,980 15
RBL Bank Ltd – – 1,409 10
SBI Life Insurance Company Ltd 878 6 878 5
SRF Ltd 153 4 128 3
State Bank Of India 3,871 8 – –
Sundram Fasteners Ltd – – 748 4
Tata Consultancy Services Ltd 214 4 214 4
Teamlease Services Ltd 199 3 – –
Tech Mahindra Ltd 87,524 467 50,146 389
The Federal Bank Ltd – – 244,492 236
The Jammu & Kashmir Bank Ltd – – 142,437 76
The Ramco Cements Ltd – – 422 3
The Supreme Industries Ltd – – 100 1
Titan Company Ltd 1,760 16 990 11
Tube Investments of India Ltd 831 2 – –
United Spirits Ltd 825 4 674 4
Varroc Engineering – – 362 2
VIP Industries Ltd 1,207 3 1,207 6
Voltas Ltd 271,467 1,295 151,902 956
Wabco India Ltd – – 47 3
Whirlpool of India Ltd Equity Shares – – 377 6
J&k Bank 109,353 14
Cash & Cash Equivalent 19
Total (III) 29,799 29,714
Total (I+II+III) 308,850 268,591


(i) Investment outside India – –
(ii) Investment in India 308,850 268,591
Total 308,850 268,591
NOTE 9 : OTHER FINANCIAL ASSETS

As at As at
31-Mar-20 31-Mar-19
Rent, electricity, and other deposits 1,522 1,237
Deposits with exchange and other receivables 11,658 2,491
Securities in trade* 0 0
EMI /Pre EMI receivables on home loans 1,079 5,474
Receivable from exchanges 666 –
14,925 9,202
*Securities in trade comprises of investment in equity instruments held on behalf of clients.
NOTE 10 : CURRENT TAX ASSETS (NET)

As at As at
31-Mar-20 31-Mar-19
Advance tax and tax deducted at source (net of provisions) 4,043 1,823
4,043 1,823
NOTE 11 : DEFERRED TAX ASSETS (NET)

As at As at
31-Mar-20 31-Mar-19
Deferred tax assets (net) (also refer note 39) 12,428 14,290
12,428 14,290
NOTE 12 : INVESTMENT PROPERTY

As at As at
31-Mar-20 31-Mar-19
Opening balance 3,518 3,573
Less: Depreciation on investment property (53) (55)
3,465 3,518

Fair value of Investment property

As at As at
31-Mar-20 31-Mar-19
Building 10,582 6,719
Estimation of fair value

The fair value of investment property have been determined by an independent valuer, who has professional experience as well as
adequate expertise in the location and category of the investment property. The value is determined based on the rate prescribed
by government authorities for commercial property. The resultant fair value estimates for investment property is included in level 2.
NOTE 13 - PROPERTY, PLANT AND EQUIPMENT

Particulars Gross Block Depreciation / amortization Net Block
Balance Additions Disposal Balance Balance During Disposal Balance Balance Balance
as at 1 as at 31 as at 1 the year as at 31 as at 31 as at 31
April March April March March March
2019 2020 2019 2020 2020 2019
(a) Property, plant and
equipment
Computer 1,245 91 8 1,328 881 175 1 1,055 273 364
Furniture & Fittings 2,899 160 – 3,059 1,953 117 – 2,070 989 946
Office Equipments 4,093 329 – 4,422 3,435 235 – 3,670 752 658
Mobile Phone 1 – – 1 1 – – 1 – –
Building 24,498 443 522 24,419 6,700 529 13 7,216 17,203 17,798
Plant And Machinery 7,261 692 – 7,953 5,694 505 – 6,199 1,754 1,567
Electrical Equipment 211 1 – 212 132 35 – 167 45 79
Lease Hold Improvement 1,305 40 – 1,345 873 150 – 1,023 322 432
Land 2,667 – – 2,667 – – – – 2,667 2,667
Vehicles 1,005 182 – 1,187 627 121 – 747 439 379
Right To Use – 4,319 76 4,243 – 1,367 – 1,367 2,876 –
Total (a) 45,185 6,257 606 50,836 20,295 3,234 14 23,515 27,321 24,890
(b) Intangible assets 11 – 11 – – – – – – 11
under development
(c) Other Intangible
assets
Bse/Mcx Cards 648 – – 648 648 – – 648 – –
Pms Licence 1 – – 1 1 – – 1 – –
Customer Rights 727 425 – 1,152 727 7 – 734 418 –
Licences 19 – – 19 19 – – 19 – –
Software 5,305 1,006 – 6,311 3,503 677 (1) 4,181 2,130 1,802
Goodwill 90 – – 90 90 – – 90 (0) (0)
Total (c) 6,790 1,431 – 8,221 4,988 684 (1) 5,673 2,548 1,802
Total (a+b+c) 51,986 7,688 617 59,057 25,283 3,918 13 29,188 29,869 26,703

Particulars Gross Block Depreciation / amortization Net Block

Balance Additions Disposal Balance Balance During Disposal Balance Balance Balance
as at 01 as at 31 as at 01 the year as at 31 as at 31 as at 01
April March April March March April
2018 2019 2018 2019 2019 2018
(a) Property, plant and
equipment
Computer 1,100 150 5 1,245 731 150 – 881 364 369
Furniture & Fittings 2,841 68 10 2,899 1,813 140 – 1,953 946 1,028
Office Equipments 3,622 441 – 4,063 2,945 484 – 3,429 634 677
Mobile Phone 31 – – 31 6 – – 6 25 25
Building 24,984 296 768 24,512 6,859 565 710 6,714 17,798 18,125
Plant And Machinery 6,912 349 – 7,261 5,552 142 – 5,694 1,567 1,360
Electrical Equipment 205 6 – 211 82 50 – 132 79 123
Lease Hold 1,129 176 – 1,305 709 164 – 873 432 420
Improvement
Land 2,667 – – 2,667 – – – – 2,667 2,667
Vehicles 767 270 32 1,005 554 94 21 627 378 213
Right To Use – – – – –
Total (a) 44,258 1,756 815 45,199 19,251 1,789 731 20,309 24,890 25,007
(b) Intangible 11 – – 11 – – – – 11 11
assets under
development
(c) Other Intangible
assets
Bse/MCX Cards 648 – – 648 648 – – 648 – –
Pms Licence 1 – – 1 1 – – 1 – –
Customer Rights 727 – – 727 727 – – 727 – –
Licences 19 – – 19 19 – – 19 – –
Software 4,317 988 – 5,305 2,940 551 (12) 3,503 1,802 1,377
Goodwill 90 – – 90 90 – – 90 (0) (0)
Total (C) 5,802 988 – 6,790 4,425 551 (12) 4,988 1,802 1,377
Total (a+b+c) 50,071 2,744 815 52,000 23,676 2,340 719 25,297 26,703 26,395
NOTE 14 : OTHER NON-FINANCIAL ASSETS

As at As at
31-Mar-20 31-Mar-19
Prepaid expenses 10,377 9,355
Advances and other non-financial assets 1,579 1,093
Indirect tax credit receivable 3,336 2,313
Asset held for sale or disposal – 2,285
Others 1,160 42
Stock of stamps 6 1
Sign on bonus pending amortisation 1,154 41
Capital advance 588 400
17,040 15,488

NOTE 15 : PAYABLES
As at As at
31-Mar-20 31-Mar-19
(i) Trade payables
Total outstanding dues of Micro and small enterprises – –
Total outstanding dues of creditors other than Micro and small enterprises 179,798 139,062
179,798 139,062
*Due to Micro and Small Enterprises

The Micro and Small Enterprises have been identified on the basis of the information provided by the vendors to the Company.
As at As at
31-Mar-20 31-Mar-19
The principal amount remaining unpaid at the end of the year – –
The Interest amount remaining unpaid at the year end – –
The amount of interest paid by the buyer under MSMED Act, 2006 along with the – –
amounts of the payment made to the supplier beyond the appointed day during each
accounting year
The amount of interest due and payable for the year (where the principal has been paid – –
but interest under the MSMED Act, 2006 not paid)
The amount of interest accrued and remaining unpaid at the year end – –
The amount of further interest due and payable even in the succeeding year, until such – –
date when the interest dues as above are actually paid to the small enterprise, for the
purpose of disallowance as a deductible expenditure under section 23
The balance of MSMED parties as at the year end – –
– –
NOTE 16 : DEBT SECURITIES

As at As at
31-Mar-20 31-Mar-19
At Amortised cost
Secured
Secured redeemable non–convertible debentures 139,436 149,110
Secured Zero coupon debentures – –
Unsecured –
Unsecured redeemable non–convertible debentures 26,410 74,501
Unsecured Zero coupon debentures – –
Commercial paper 116,480 34,549
282,326 258,160
Debt Securities in India 282,326 258,160

Debt Securities Outside India – –
282,326 258,160

Security and other terms of Debt securities

1. Terms of repayment as below (Repayment schedule mentioned below excludes Unamortised borrowing cost):
As at 31 March 2020
NCD Series Units Amount Security provided Charge % Rate of Maturity

R in Lakhs Interest date
SERIES A 450 4,500 Exclusive charge over 1.11 Time of amount 10.75% 08 June
(2015-16)/3 specific receivables Outstanding and Interest 2020
amount outstanding at any
point of time
Series C 1500 15,000 First pari-passu charge on 1.25 Time of amount 8.53% 03 July 2020
all present and future trade Outstanding and Interest
receivables amount outstanding at any
point of time
SERIES M-4/ 808 8,100 Exclusive charge over 1.00 Time of amount 9.50% 16 October
FY20 /FY21 specific receivables Outstanding and Interest 2020
point of time
SERIES M-5/ 313 3,140 Exclusive charge over 1.00 Time of amount 9.35% 26
FY20 /FY21 specific receivables Outstanding and Interest November
amount outstanding at any 2020
point of time
SERIES M-1/ 1,000 10,194 Exclusive charge over 1.00 Time of amount 10.25% 30 April
FY19/FY22 specific receivables Outstanding and Interest 2021
point of time
FY20/FY22 specific receivables Outstanding and Interest November
point of time
FY20/FY22 specific receivables Outstanding and Interest December
point of time
SERIES M-6/ 334 3,354 Exclusive charge over 1.00 Time of amount 9.25% 18 May 2022
FY20/FY23 specific receivables Outstanding and Interest
point of time
FY20/FY23 specific receivables Outstanding and Interest December
point of time
SERIES A-5/ 2,000 20,000 Exclusive charge over 1.00 Time of amount 10.00% 24 March
point of time
SERIES A 997 9,970 Exclusive charge over 1.11 Time of amount 9.85% 15 May 2023
(2016-17)/07 specific receivables Outstanding and Interest
point of time


SERIES A-1/ 2,500 25,000 Exclusive charge over 1.05 Time of amount 9.85% 24 August
point of time
SERIES A-4/ 3,000 30,000 Exclusive charge over 1.05 Time of amount 10.00% 27 January
point of time
SERIES A-3/ 250 2,500 Exclusive charge over 1.00 Time of amount 10.00% 19 October
point of time
Grand Total 13,958 139,862
As at 31 March 2019

SERIES A 700 7,000 Exclusive charge over 1.05 Time of amount 10.70% 08 April
point of time
Series A 250 2,500 Mortgage of the issuer’s 1.25 Time of amount 8.50% 30 April
identified immovable Outstanding and Interest 2019
property and first pari- amount outstanding at any
passu charge on all present point of time
and future trade receivables
and / or Investments
(excluding investment in
Subsidiaries)
point of time
Series B 250 2,500 Mortgage of the issuer’s 1.25 Time of amount 8.50% 05 June
identified immovable Outstanding and Interest 2019
property and first pari- amount outstanding at any
passu charge on all present point of time
and future trade receivables
and / or Investments
(excluding investment in
Subsidiaries)
SERIES C 800 8,000 Exclusive charge over 1.00 Time of amount 10.00% 09
(2016-17)/1 specific receivables Outstanding and Interest December
point of time
SERIES C 200 2,000 Exclusive charge over 1.00 Time of amount 10.00% 23
(2016-17)/2 specific receivables Outstanding and Interest December
point of time
SERIES C 80 800 Exclusive charge over 1.00 Time of amount 10.25% 01 January
point of time


SERIES C 746 7,460 Exclusive charge over 1.00 Time of amount 10.00% 01 January
point of time
SERIES C 174 1,740 Exclusive charge over 1.00 Time of amount 10.01% 02 January
&6 amount outstanding at any
point of time
SERIES C 691 6,910 Exclusive charge over 1.00 Time of amount 10.00% 06 February
point of time
SERIES C 60 600 Exclusive charge over 1.00 Time of amount 9.80% 25 February
point of time
SERIES C 100 1,000 Exclusive charge over 1.00 Time of amount 9.80% 27 February
point of time
SERIES C 51 510 Exclusive charge over 1.00 Time of amount 9.55% 18 March
point of time
point of time
Series C 1500 15,000 First pari-passu charge on 1.25 Time of amount 8.53% 03 July 2020
all present and future trade Outstanding and Interest
receivables amount outstanding at any
point of time
SERIES M-1/ 825 9,138 Exclusive charge over 1.00 Time of amount 10.25% 30 April
point of time
SERIES A 997 9,970 Exclusive charge over 1.11 Time of amount 9.85% 15 May 2023
(2016-17)/07 specific receivables Outstanding and Interest
point of time
SERIES A-1/ 2500 25,000 Exclusive charge over 1.05 Time of amount 10.55% 24 August
point of time
SERIES A-4/ 3000 30,000 Exclusive charge over 1.05 Time of amount 10.25% 27 January
point of time
SERIES A-3/ 250 2,500 Exclusive charge over 1.00 Time of amount 10.00% 19 October
point of time
Total 14,874 149,628
Note : Repayment schedule excludes Unamortised borrowing cost of R 425 lacs and 518 lacs respectively for 31 March 2020 and
31 March 2019.

Unsecured Debentures and Bonds As at 31 March 2020

Interest Rate Amount
R in Lakhs
11.25% 5,000
10.00% 20,000
11.40% 1,500
Total 26,500
Unsecured Debentures and Bonds As at 31 March 2019

Interest Rate Amount
R in Lakhs
10.50% 25,000
10.60% 20,000
11.00% 10,000
11.25% 4,800
11.40% 5,000
11.50% 5,000
11.75% 5,000
Total 74,800
Note : Repayment schedule excludes Unamortised borrowing cost of R 90 lacs and 299 lacs respectively for 31 March 2020 and
31 March 2019.
NOTE 17 : BORROWINGS (OTHER THAN DEBT SECURITIES)

As at As at
31-Mar-20 31-Mar-19
At Amortised cost
Term loans
(i) from banks 150,595 150,124
(ii) from other parties 10,000 17,000
Demand loans
(i) from banks 11,432 88,180
(ii) from other parties 8,381 –
Cash credit from banks (53) 2,308
Total (A) 180,355 257,612
Borrowings in India 180,355 257,612

Borrowings outside India – –
Total (B) 180,355 257,612
Secured 171,974 257,612

Unsecured 8,381 –
Total (C) 180,355 257,612

Security and other terms of loans are as follows :

a) Rate of interest of cash credit is 3M MCLR (Marginal cost of funds-based Lending Rate) + 2% and is secured by way of
hypothecation of receivables. Further, these are repayable on demand.
As at 31 March 2020
b) Terms of repayment of terms loans
Term loans from banks and NBFC (R in Lakhs)
Maturity 0-1 years 1-3 years 3-5 years >5 years Total
Rate of interest
7.00 % to 12.00 % annually* 40,316 62,500 39,587 8,192 150,595
9 % to 9.25% annually** 10,000 – – – 10,000
Total 50,316 62,500 39,587 8,192 160,595
As at 31 March 2019
Terms of repayment of terms loans
Term loans from banks and NBFC (R in Lakhs)
Maturity 0-1 years 1-3 years 3-5 years >5 years Total
Rate of interest
8.25 % to 10.25% annually* 32,880 59,472 40,691 17,081 150,124
9 % to 9.25% annually** 17,000 – – – 17,000
Total 49,880 59,472 40,691 17,081 167,124
* Secured against hypothecation of receivables i.e. loans and advances.
** Secured against units of mutual funds and approved list of shares and securities and repayable on demand.
NOTE 18 : DEPOSITS
31-Mar-20 31-Mar-19
Security deposit (against premises given on lease) 12 5
12 5
NOTE 19 : OTHER FINANCIAL LIABILITIES

31-Mar-20 31-Mar-19
Interest accrued and not due on borrowings 4,471 13,755
Interest accrued and due on borrowings 946 1,103
Unpaid dividend 44 36
Margin money 22,008 31,567
Other payables (includes payable to vendors) 4,990 4,799
Accrued salaries and benefits 581 395
Other provisions (includes provision for expenses) 1,178 1,480
Book overdraft 104 2,743
Lease liability 3,142 –
37,464 55,878

NOTE 20: CURRENT TAX LIABILITIES (NET)

As at As at
31-Mar-20 31-Mar-19
Provisions for tax (net of advance tax and tax deducted at source) 955 1,290
955 1,290
NOTE 21 : PROVISIONS
As at As at
31-Mar-20 31-Mar-19
For employee benefits (also refer note 45)
Gratuity unfunded 2,648 2,218
Heritage club benefit 274 207
Ex - gratia payable 8,929 9,315
Compensated absences 687 201
12,538 11,941
NOTE 22 : DEFERRED TAX LIABILITIES (NET)

As at As at
31-Mar-20 31-Mar-19
Deferred tax liabilities (net) (Refer note 39) 2,699 12,148
2,699 12,148
NOTE 23 : OTHER NON FINANCIAL LIABILITIES

As at As at
31-Mar-20 31-Mar-19
Advance received from customers 1,603 1,718
Withholding and other taxes payables 1,021 938
2,624 2,656
NOTE 24 : EQUITY SHARE CAPITAL

shares shares
Authorised shares
Equity shares of R 1 each (Previous year R 1 each) 925,000,000 9,250 925,000,000 9,250
Redeemable preference shares of R 100 each (Previous year R 100 each) 5,650,000 5,650 5,650,000 5,650
Total 930,650,000 14,900 930,650,000 14,900
Issued and subscribed

Equity shares of R 1 each 148,066,718 1,481 145,680,358 1,457
Paid-up
Equity shares of R 1 each 148,066,718 1,481 145,680,358 1,457
Total 148,066,718 1,481 145,680,358 1,457

a) Reconciliation of the number of equity shares outstanding at the beginning and at the end of the year.
shares shares
Outstanding at the beginning of the year 145,680,358 1,457 145,083,558 1,451
Stock options exercised under the ESOS 1,055,432 11 596,800 6
Preferential Issue* 1,330,928 13 – –
Outstanding at the end of the year 148,066,718 1,481 145,680,358 1,457
b) Terms/rights attached to shares :

Equity shares
The Company has one class of equity shares having a par value of R 1 each (previous year: having a par value of R 1 each). Each
holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holder of the equity
shares will be entitled to receive any of the remaining assets of the Company, after distribution of all the preferential amounts.
The distribution will be in proportion to the number of equity shares held by the shareholders. The Company declares and
pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in
the ensuing Annual General Meeting.
During the year ended 31 March 2020, dividend recognized as distribution to equity shareholders was R 8.50 per share
consisting of final dividend of R 4.50 per share for previous year ended 31 March 2019 and interim dividend of R 4 per share
for year ended 31 March 2020. The total dividend appropriated amounts to R 12,984 lakhs (Previous Year: R 12,505 lakhs)
and dividend distribution tax of R 2,603 lakhs (Previous year: R 2,733 lakhs)
Preference shares :
The Company has only one class of preference shares having a par value of R 100 and there are no preference shares issued
and subscribed as on 31 March 2020 and 31 March 2019.
c) Shares of the Company held by the holding

Equity shareholders As at 31-Mar-20 As at 31-Mar-19
Number % holding Number % holding
Passionate Investment Management Private Limited 84,921,363 57.35 80,343,667 55.15
d) Details of shareholders holding more than 5% of the shares in the Company

Equity shareholders As at 31-Mar-20 As at 31-Mar-19
Number % holding Number % holding
Passionate Investment Management Private Limited 84,921,363 57.35 80,343,667 55.15
Mr. Motilal Oswal 8,525,972 5.76 10,162,071 6.98
Mr. Raamdeo Agarawal 7,927,265 5.35 10,162,071 6.98
Mr. Navin Agrawal 7,368,010 4.98 7,004,010 4.81
e) Aggregate number of bonus share issued, shares issued for consideration other than cash and shares bought back the period
for Five years immediately preceding the reporting date :
Particulars For the year ended (Number of shares)
31-Mar-20 31-Mar-19 31-Mar-18 31-Mar-17 31-Mar-16 31-Mar-15
Allotted as fully paid up without 1,330,928 – – – – –
payment being received in cash
Equity shares bought back – – – – – 2,756

NOTE 25 : OTHER EQUITY

(I) Reserves and surplus :
As at As at
31-Mar-20 31-Mar-19
a) Statutory reserve
Add: Transfer from Statement of Profit and Loss for the year 782 42
Less: Transfer to general reserve – (12,124)
b) Capital redemption reserve
Add: Transfer from Statement of Profit and Loss for the year – 245
c) Securities premium
Addition during the year on account of share issue 3,964 1,820
Add: Transfer from Employee stock option reserve 1,017 899
d) Employee stock options outstanding reserve
Addition during the year 1,098 1,897
Less: Transfer to securities premium account (1,017) (899)
e) Capital reserve on consolidation
f) General reserve
Less: Transfer from/(to) debenture redemption reserve 3,352 (1,794)
Less : Transfer from capital redemption reserve/Statutory reserves – 12,124
g) Debenture redemption reserve
Add: Transfer (from)/to general reserve (3,352) 1,794
Balance as at end of the year – 3,352
h) Foreign currency translation reserve
Balance at the beginning of the year 289 197
Addition during the period 152 92
Balance as at end of the year 441 289
i) Impairment reserve
Balance at the beginning of the year –
Add: Transferred from statement of profit and loss 62
62 –

As at As at
31-Mar-20 31-Mar-19
j) Retained earnings
Add: Net profit for the year 18,337 29,397
Less: Final Dividend (8,263) (6,549)
Less: Interim Dividend (4,721) (5,956)
Less: Dividend Distribution Tax (2,603) (2,733)
Less: Transfer to Statutory Reserve (782) (42)
Less: ECL provision reserve (62) –
Less: Transfer to General Reserve 133 –
Less: Transfer to Capital Redemption reserve – (245)
Less: Minority Balance Sheet Effect 1,148 (928)
k) Other comprehensive income
Add : Other comprehensive income for the year (5,983) (292)
12,707 18,690
307,149 303,887
Nature and purpose of Other Reserve :

Statutory Reserve
The Company creates a reserve fund in accordance with the provisions of section 29C of The National Housing Bank Act, 1987 and
section 45-IC of the Reserve Bank of India Act, 1934 and transfers therein an amount of equal to/more than twenty per cent of its
net profit of the year, before declaration of dividend.
Capital Redemption Reserve
The capital redemption reserve is created to be utilised towards redemption of preference shares. The reserve will be utilised in
accordance with provision of the Act.
Securities Premium
Security premium account is use to record the premium received on issue of shares. The reserve will be utilised in accordance with
the provisions of the Act.
Employee stock options outstanding reserve
Share option outstanding account is used to recognize the grant date fair value of equity settle instruments issued to employees
under the stock option scheme of the company.
Capital reserve on consolidation
Capital reserve is the excess of net assets taken over cost of consideration paid.
General reserve
The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general
reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items
included in the general reserve will not be reclassified subsequently to statement of profit and loss. General reserve is used to
transfer to debenture redemption reserve.
Debenture redemption reserve
Debenture Redemption Reserve is created as per Rule 18(7)(b)(iii) of Companies (Share Capital and Debentures) Rules, 2014, the
same should be created before redemption of Non convertible debenture starts. Debenture Redemption Reserve is being created
by transferring from general reserve.

Foreign currency translation reserve

Foreign currency translation reserve is created out of Exchange differences in translating the financial statements of foreign operations.
Impairment reserve
Where impairment allowance under Ind AS 109 is lower than the provisioning required under prudential norms on Income Recognition,
Asset Classification and Provisioning (IRACP) (including standard asset provisioning), NBFCs shall appropriate the difference from
their net profit or loss after tax to a separate ‘Impairment Reserve’. The balance in the ‘Impairment Reserve’ shall not be reckoned
for regulatory capital. Further, no withdrawals shall be permitted from this reserve without prior permission from the Department
of Supervision, RBI.
Retained earnings
Retained earnings represents accumulated profits of the company.
Other comprehensive income consists of cumulative gains on the fair valuation of equity instruments measured at fair value through
other comprehensive income and remeasurement gains/loss on defined benefit plan.
NOTE 26 : INTEREST INCOME

For the Year ended For the Year ended
31-Mar-20 31-Mar-19
On financial assets measured at amortised cost
Interest Income on Loan
Home loans 56,347 62,837
Interest Income on other activity
Broking activity 3,766 2,101
Margin Funding 4,802 6,844
Delayed payment by customers 8,039 9,399
Interest on deposit with banks
Home loan business 20 21
Broking activity 3,780 581
76,754 81,783
NOTE 27 : DIVIDEND INCOME

31-Mar-20 31-Mar-19
Dividend Income 194 37
194 37
NOTE 28 : RENTAL INCOME

31-Mar-20 31-Mar-19
Rent received 39 363
39 363

NOTE 29 : FEES AND COMMISSION INCOME

31-Mar-20 31-Mar-19
Brokerage and related activities
Distribution income 4,061 3,261
83,835 74,514
Investment banking fees 1,190 3,713
Asset management and advisory fees
Portfolio Management Fees 36,998 37,842
Investment management and advisory fees from :
- Mutual fund 13,619 16,051
- Alternate investment funds 4,652 4,416
- Private Equity 10,276 10,308
Wealth management 4,352 4,696
69,897 73,313
154,922 151,540
NOTE 30 : NET GAIN/(LOSS) ON FAIR VALUE CHANGES

31-Mar-20 31-Mar-19
On financial instruments designated at fair value through profit or loss (21,902) 7,376
(21,902) 7,376
Fair Value changes:

Realised 14,003 15,889
Unrealised (35,905) (8,513)
(21,902) 7,376
Net gain on fair value changes included in:

Fund based activities (26,417) 564
Brokerage and related activities 4,063 5,908
Asset Management and advisory fees 250 278
Housing finance 202 626
(21,902) 7,376

NOTE 31 : OTHER OPERATING INCOME

31-Mar-20 31-Mar-19
Brokerage and operating income 2,503 1,800
Investment banking fees 19 57
Asset management fees 18 377
Fund based Income 574 929
Housing finance related 732 663
3,846 3,826
NOTE 32 : OTHER INCOME

31-Mar-20 31-Mar-19
Profit on sale of property, plant and equipment 93 2
Interest income 33 67
Other non operating income 659 1,095
Partnership gain/(loss) 0 37
Net gain or loss on foreign currency transaction and translation 1 48
786 1,249
NOTE 33 : FINANCE COST

31-Mar-20 31-Mar-19
On Financial liabilities measured at Amortised Cost
Interest on borrowings 18,952 26,837
Interest on debt securities 28,492 23,716
Other borrowing cost 1,628 1,132
Interest cost on lease liabilities 375 –
49,447 51,685

NOTE 34 : FEES AND COMMISSION EXPENSE

31-Mar-20 31-Mar-19
Brokerage sharing with intermediaries
Broking 31,281 30,263
Wealth management 278 213
31,559 30,476
Placement fees
Private equity 79 305
79 305
Depository and processing charges
Broking 365 359
Asset Management 199 159
564 518
Distribution cost and spillover expense
Portfolio management services 12,428 12,546
Alternative investment fund 1,704 1,652
14,132 14,198
Advisory referral and other expenses
Broking 111 37
Investment Banking – 56
Private equity 466 574
577 667
46,911 46,164
NOTE 35 : IMPAIRMENT ON FINANCIAL INSTRUMENTS

31-Mar-20 31-Mar-19
Impairment on financial instruments at Amortised cost
Loans (also refer note 7) 7,691 35,392
Receivables (also refer note 6) 1,439 649
9,130 36,041

NOTE 36 : EMPLOYEE BENEFITS EXPENSE

31-Mar-20 31-Mar-19
Salary, bonus and allowances 49,875 45,497
Contribution to provident fund and other benefits 1,192 979
Expenses on employee stock option scheme (also refer note 53) 1,214 1,954
Staff welfare expenses 889 992
Gratuity (also refer note 52) 810 755
53,980 50,177
NOTE 37 : DEPRECIATION AND AMORTIZATION EXPENSES

31-Mar-20 31-Mar-19
Depreciation / amortization of property, plant and equipment and 3,918 2,340
intangible assets) [also refer note. 13]
Depreciation on investment property [also refer note. 12] 53 55
3,971 2,395
NOTE 38 : OTHER EXPENSES

31-Mar-20 31-Mar-19
Rates and taxes 603 701
Rent (also refer note 40) 505 1,693
Insurance 470 376
Repairs and maintenance 378 387
Computer repairs and maintenance 969 979
Legal and professional charges 3,097 2,179
Remuneration to auditors (also refer note. 41) 153 130
Membership and subscription 46 49
Data processing charges 875 782
Marketing and brand promotion expenses 3,030 2,724
Advertisement expenses 1,748 1,802
Printing and stationery 741 638
Power and fuel 896 858
Communication expenses 1,656 1,904
Travelling and conveyance expenses 2,883 2,756
Donations 109 201
Corporate social responsibility expenses (also refer note 49) 1,659 1,090
Entertainment expenses 173 217
Foreign exchange fluctuation (14) 28
SEBI registration fees 7 10
Miscellaneous expenses 2,697 2,418
22,681 21,922

NOTE 39.1 : TAX EXPENSE

The Company pays taxes according to the rates applicable in India. Most taxes are recorded in the income statement and relate to
taxes payable for the reporting period (current tax), but there is also a charge or credit relating to tax payable for future periods
due to income or expenses being recognised in a different period for tax and accounting purposes (deferred tax). Tax is charged to
equity when the tax benefit exceeds the cumulative income statement expense on share plans. The Company provides for current
tax according to the tax laws of India using tax rates that have been enacted or substantively enacted by the balance sheet date.
Management periodically evaluates positions taken in tax returns in respect of situations in which applicable tax regulation is subject
to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities.
Deferred tax is provided, using the liability method, on temporary differences at the reporting date between the tax bases of assets
and liabilities and their carrying amounts for financial reporting purposes. Deferred tax is recognised in respect of all temporary
differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation
to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. A deferred tax asset is
recognised when it is considered recoverable and therefore recognised only when, on the basis of all available evidence, it can be
regarded as probable that there will be suitable taxable profits against which to recover carried forward tax losses and from which
the future reversal of underlying temporary differences can be deducted. Deferred tax is measured at the average tax rates that are
expected to apply in the periods in which the temporary differences are expected to reverse, based on tax rates and laws that have
been enacted or substantively enacted by the balance sheet date.
Particulars Year ended Year ended
31-Mar-20 31-Mar-19
Current tax expense
Current tax expense
Current tax for the year 13,371 18,426
Total current tax expense 13,371 18,426
Deferred taxes
Change in deferred tax liabilities (6,424) (9,100)
Net deferred tax expense (6,424) (9,100)
Short/(excess) provision for earlier years 32 (61)
6,979 9,265
NOTE 39.2 : TAX RECONCILIATION (FOR PROFIT AND LOSS)

31-Mar-20 31-Mar-19
Profit/(loss) before income tax expense 28,519 37,790
Tax rate 25.17% 29.12%
Tax at the rate 7,178 11,004
Tax effect of amounts which are not deductible / not taxable in calculating taxable income
Expenses not deductible for tax purpose 110 149
Recognition of tax on unamortised borrowings 52 (75)
Exempt income (268) (454)
Change due to deferred tax (1,444) 305
Tax adjustment of previous years 34 15
Tax rebate (72) (77)
MAT credit receivable – 9
Provision for employees benefits – (10)
Miscellaneous disallowance 10 52
Temporary tax difference – 15
Tax at different rate 1,379 (1,669)
Effective tax 6,979 9,264

NOTE 39.3 : NET DEFERRED TAX

31-Mar-20 31-Mar-19
Deferred tax liability on account of :
Timing difference on Property, plant and equipment as per books and Income Tax 1,352 1,891
Act, 1961
Unrealised gain / (loss) (182) 8,149
Amortization of distribution costs 3,870 3,484
Impairment of Loans and trade receivables (293) (387)
Provision for employees benefits (125) (94)
Carried forward losses – 326
Expenses allowable u/s. 43B on payment basis (409) (509)
Impairment of investments (278) (278)
Loss on private equity investment 5 7
MAT credit receivable (1,241) (441)
Total deferred tax liabilities (A) 2,699 12,148
Impairment of Loans and trade receivables 1,526 6,101
Carried forward losses 7,891 7,934
Timing difference on property, plant and equipments as per books and as per 229 329
Effective Interest Rate 472 (67)
Amortization of distribution costs 1,180 (852)
Provision for employees benefits 149 177
Provision for VAT 13 14
MAT credit receivable 9 945
Unrealised gain / (loss) 965 (115)
Preliminary expense 14 0
Unamortized borrowing cost (146) (284)
Deposit and rent Equalization 81 81
Provision for compensated absence 39 36
Reserve created u/s 36(1)(viii) of Income Tax Act 6 (9)
Total deferred tax assets (B) 12,428 14,290
Net deferred tax Liablity/ (Assets) (A-B) (9,729) (2,142)

NOTE 39.4 : MOVEMENT OF DEFERRED TAX

Particulars As at Recognised Recognised As at Recognised Recognised As at
31 March through through Other 31 March through through Other 01 April
2020 profit Comprehensive 2019 profit Comprehensive 2018
and loss Income and loss Income
Deferred tax liabilities on account of:
Timing difference on Property, plant and 1,352 (539) – 1,891 279 – 1,612
equipment as per books and Income Tax Act, 1961
Unrealised gain / (loss) (182) (8,331) – 8,149 (2,236) – 10,385
Amortization of distribution costs 3,870 387 – 3,484 (2,206) – 5,689
Impairment of Loans and trade receivables (294) 93 – (387) (60) – (327)
Provision for employees benefits (125) (31) – (94) (33) – (61)
Carried forward losses – (326) – 326 347 – (22)
Expenses allowable u/s 43B on payment basis (409) 100 – (509) (91) – (418)
Impairment of investments (278) – – (278) (29) – (249)
Loss on private equity investment 5 (2) – 7 (4) – 11
MAT credit receivable (1,241) (800) – (441) 1,164 – (1,605)
Sign on bonus pending write off – – – – (6) – 6
Interest accrued on ORCD – – – – 69 – (69)
Rent income – – – – 74 – (74)
Total deferred tax liabilities 2,699 (9,449) – 12,148 (2,732) – 14,878
Impairment of Loans and trade receivables 1,526 (4,574) – 6,101 2,286 – 3,814
Carried forward losses 7,891 (44) – 7,934 7,919 – 15
Timing difference on property, plant and 229 (100) – 329 89 – 240
equipments as per books and as per Income
Tax Act, 1961
Effective Interest Rate 471 538 – (67) (1,106) – 1,039
Amortization of distribution costs 1,180 2,032 – (852) (2,815) – 1,963
Provision for employees benefits 149 41 (69) 177 61 (64) 180
Provision for VAT 13 (0) – 14 (1) – 15
MAT credit receivable 9 (935) – 945 164 – 781
Unrealised gain / (loss) 965 284 796 (115) (116) 55 (53)
Preliminary expense 14 14 – 0 459 – (459)
Unamortized borrowing cost (146) 138 – (284) (311) – 27
Deposit and rent Equalization 81 – – 81 81 – (0)
Provision for compensated absence 39 3 – 36 3 – 33
Reserve created u/s 36(1)(viii) of Income Tax Act 6 14 – (9) (9) – –
Total deferred tax assets 12,428 (2,589) 727 14,290 6,703 (9) 7,595
Total deferred tax Assets/liability (net) (9,729) (6,860) (727) (2,142) (9,435) 9 7,283
Deferred tax recognised through profit and loss also includes deferred tax on associates.

NOTE 40 : CONTINGENT LIABILITIES AND COMMITMENTS TO THE EXTENT NOT PROVIDED FOR
(A) The Group has provided bank guarantees aggregating to R 24,085 lakhs (Previous year : R 7,885 lakhs) lakhs) as on 31 March
2020 for the following purposes to:
1) Bombay Stock Exchange Limited - R 10,000 lakhs (Previous year : Nil) for meeting margin requirements.
2) National Stock exchange - R 12,500 lakhs (Previous year R 6300 lakhs) for meeting margin requirements.
3) Unique Identification Authority - R 25 lakhs (Previous year R 25 lakhs) for security deposit.
4) Hindalco Industries Limited - R 1,500 lakhs (Previous year R 1500 lakhs) for margin deposit.
5) Municipal Corporation of Greater Mumbai - R 5 (Previous year R 5 lakhs) lakhs for security deposit .
6) Bombay High Court - R 55 lakhs for security deposit (Previous year - R 55 lakhs)
7) The Group has pledged fixed deposits with banks aggregating R 1,382 lakhs (Previous year R 4735 lakhs) for obtaining
Bank guarantee.
(B) Particulars As at As at
31-Mar-20 31-Mar-19
Demand in respect of income tax matters for which appeal is pending 6,264 4,839
(Refer note i)
(C) Claims against the Company:
Pending against forum Number of Cases Number of Cases
As at As at
31-Mar-20 31-Mar-19
Civil cases 25 26
Total 25 26
Pending against forum Amount Amount

As at As at
31-Mar-20 31-Mar-19
Civil cases 1,023 1,184
Total 1,023 1,184

The proceedings held at exchange level are considered as “Arbitration”
The proceedings / Appeals held at Supreme court/ High court/District court are considered as “Civil cases”.
The proceedings held at consumer court are considered as “Consumer cases”.
(D) Capital Commitments:
31-Mar-20 31-Mar-19
(i) Undrawn committed sanctions to borrowers 6,718 14,992
(ii) Estimated amount of contracts remaining to be executed on capital account 1,115 381
(iii) Uncalled Liability on shares and other investments partly paid:
(1) India Reality Excellence Fund II – –
(2) India Reality Excellence Fund III – 199
(3) India Business Excellence Fund III 12,797 18,154
(4) India Realty Excellence Fund IV 3,500 6,500

i) Demand in respect of Income Tax matters for which appeal is pending is R 6,264 lakhs (Previous year R 4,839 lakhs).
This is disputed by the Company and hence not provided for. The Company has paid demand of R 1,159 lakhs till date
(Previous year R 369 lakhs) under protest. These does not include interest u/s 234(b) & u/s 234(c) as same in the books
of accounts depends on the outcome of demand.
The Group is contesting the demands and the management believes that its position will likely be upheld in the appellant
process. No tax expenses has been accrued in the financial statement for the tax demand raised. The management believes
that ultimate outcome of this proceeding will not have a material adverse effect on the Group’s financial position and
results of operations.
NOTE 41 : AUDITORS’ REMUNERATION

31-Mar-20 31-Mar-19
As Auditors:
Statutory audit 145 125
In other capacity:
Certification 7 4
Out of pocket expenses 1 1
Total 153 130
NOTE 42 : LEASES
The Company has taken various office premises on operating lease for the period which ranges from 12 months to 108 months with
an option to renew the lease by mutual consent on mutually agreeable terms.
Effective 1 April 2019, the Company adopted Ind AS 116 “Leases” and applied the standard to all lease contracts existing on
1 April 2019 using the modified retrospective method and has taken the cumulative adjustment to retained earnings, on the date
of initial application. Consequently, the Company recorded the lease liability at the present value of the lease payments discounted
at the incremental borrowing rate and the right of use asset at its carrying amount as if the standard had been applied since the
commencement date of the lease, but discounted at the Company’s incremental borrowing rate at the date of initial application.
Comparatives as at and for the year ended 31 March 2019 have not been retrospectively adjusted and therefore will continue to be
reported under the accounting policies included as part of our Annual Report for year ended 31 March 2019.
The adoption of the new standard Ind AS 116, resulted in recognition of ‘Right of Use’ (ROU) asset of R 3,778 lakhs and a lease
liability of R 3,778 lakhs. Ind AS 116 will result in an increase in cash in flows from operating activities and an increase in cashout
flows from financing activities on account of lease payments.
The weighted average incremental borrowing rate applied to lease liabilities as at 1 April 2019 is 8.20 %.
Information about leases for which the company is a lessee are presented below:
(A) Right of use assets for the year ended 31 March 2020
Particulars Amount
R in Lakhs
Depreciation on Right-Of-Use (ROU) assets (1,366)

(B) Lease liabilities for the year ended 31 March 2020

Particulars Amount
R in Lakhs
Add: Interest cost accrued during the period 374
Less: Payment of lease liabilities (1,475)
(C) Maturity analysis - Discounted Cashflows of Contractual maturities of lease liabilities as at 31 March 2020
Particulars Amount
R in Lakhs
Less than three months 377
Three to twelve months 819
One to five years 1,752
More than five years 194
Total 3,142
(D) Amount recognised in statement of profit & loss for the year ended 31 March 2020
Particulars As at 31-Mar-20
R in Lakhs
Interest cost on lease liabilities 374
Depreciation on right of use assets 1,366
Rental Expenses recorded for short-term lease payments and payments for leases of 1,416
low-value assets not included in the measurement of the lease liability
(E) Amount recognised in statement of cash flows for the year ended 31 March 2020
Particulars As at 31-Mar-20
R in Lakhs
Cash payments for the principal & interest portion of the lease liability within financing activities (1,475)
Short-term lease payments, payments for leases of low-value assets and variable lease payments 1,416
not included in the measurement of the lease liability within operating activities.
Comparatives as at and for the year ended 31 March 2019 have not been retrospectively adjusted and therefore expected
future minimum commitments as at 31 March 2019 during the non-cancellable period under the lease arrangements have
been presented below, based on the financial statements for the year ended 31 March 2019. Further there are no short term
or low value leases, for which Company carries any material commitments.
Minimum future lease payment under non cancellable operating lease:
Not later than 1 year – 960
More than 1 year and not later 3 years – 794
Later than 5 year – 17
Total – 1,771

NOTE 43 : IMPACT OF COVID-19

The SARS-CoV-2 virus responsible for COVID -19 continues to spread across the globe and India, which has contributed to a
significant decline and volatility in global and Indian Financial Markets and a significant decrease in the economic activities.
On 11 March 2020, the COVID-19 outbreaks declared as a global pandemic by the World Health Organisation. On 24 March
2020 the Indian Government had announced a strict 21 day lockdown which kept on getting extended across the country with
gradual and modest relaxations. The Company as a Sponsor/as a part of its Investment portfolio makes various investments in
the Alternative Funds (Private Equity Funds & Real Estate Funds). The company fair values these investments at every Balance
sheet date and the Mark to Market impact on the same is taken in the Statement of Profit & Loss for the reporting period. Fair
valuation of these Investments amounting to R 52,596 lakhs are dependent on respective Fund’s Fair value which is determined
by Scheme’s Investment Manager. They are required to make judgements, estimates and assumptions which are also based on
historical experience and various other factors including the possible effects that may result from the pandemic, that are believed
to be reasonable under the current circumstances. Given the dynamic nature of the pandemic situation, the carrying valuation
of the Company’s investment in Private Equity Funds and Real Estate Funds as at 31 March 2020, may be affected by the severity
and duration of the outbreak.; however the Company believes that it has taken into account all the possible impact of known
events arising out of COVID 19 pandemic in the preparation of financial results resulting out of fair valuation of these investments.
However the impact assessment of COVID 19 is a continuing process given its nature and duration. The Company will continue to
monitor for any material changes to future economic conditions.
NOTE 44 : EARNINGS PER SHARE

Basic earnings per share
Basic earnings per share (EPS) is calculated by dividing the profit for the year by the weighted average number of ordinary shares
outstanding during the year.
Diluted earnings per share
Diluted EPS is calculated by dividing the profit for the year by the weighted average number of ordinary shares outstanding during
the year for the purpose of basic EPS plus the weighted average number of ordinary shares that would be issued on the conversion
of all the dilutive potential ordinary shares into ordinary shares.
31-Mar-20 31-Mar-19
Net Profit attributable to equity shareholders [A] 18,337 29,397
Weighted average number of equity shares for Basic EPS Face value R 1 each [B] 147,023,376 145,432,053
(In numbers)
Basic Earnings per share (EPS) on PAT (Before OCI) (R) [A/B] 12.47 20.21

31-Mar-20 31-Mar-19
Net Profit attributable to equity shareholders [A] 18,337 29,397
Less : Impact on Net profit due to exercise of diluted potential equity shares [B] – –
Net Profit attributable to equity shareholders for calculation of Diluted EPS 18,337 29,397
[C] = [A -B]
Weighted average number of equity shares issued (face value of R 1 each) 147,023,376 145,432,053
(In numbers) [D]
Weighted average number of additional equity shares outstanding for Diluted EPS 3,301,812 4,021,647
(In numbers) (E)
Weighted average number of equity shares outstanding for Diluted EPS 150,325,188 149,453,700
(In numbers) F = [D+E]
Diluted Earnings per share (EPS) on PAT (Before OCI) (R) [C/F] 12.20 19.67

NOTE 45 :
Provisions made for the year ended 31 March 2020 comprises of:
Particulars Opening balance as on Provided during the Provision Paid /reversed Closing balance as
1-Apr-19 year ended 31-Mar-20 during the year ended on 31-Mar-20
R in Lakhs R in Lakhs 31-Mar-20 R in Lakhs
R in Lakhs
Ex-gratia 9,314 9,031 9,416 8,929
Gratuity 2,218 610 180 2,648
Heritage Club 207 110 43 274
Total 11,941 10,426 9,829 12,538
Provisions made for the year ended 31 March 2019 comprises of:
Particulars Opening balance as Provided during the Provision Paid / Closing balance
on 1-Apr-18 year ended 31-Mar-19 reversed during the as on
R in Lakhs R in Lakhs year ended 31-Mar-19 31-Mar-19
Ex-gratia 12,899 9,293 12,878 9,314
Gratuity 1,969 565 316 2,218
Heritage Club 112 135 40 207
Total 15,087 10,218 13,364 11,941
NOTE 46 : PROPOSED DIVIDEND

As at As at
The final dividend proposed for the year is as follows:
31-Mar-20 31-Mar-19
On Equity Shares of R 1 each
Amount of dividend proposed including dividend distribution tax – 7,903
Dividend per equity share (R) – 4.5
NOTE 47 : CREDIT RATINGS

a) Crisil Limited reaffirmed the Credit Rating of “CRISIL A1+” (pronounced ‘CRISIL A One Plus’) to the Commercial
Paper Programme of R 1,30,000 lakhs (Previous year 1,30,000 lakhs) of the Motilal Oswal Financial Services Limited.
Crisil Limited upgraded the Credit Rating of “CRISIL AA-/Stable” (pronounced ‘CRISIL A minus rating with stable
outlook’) (previous year: “CRISIL A+/Stable”) to the non-convertible debentures and long term bank facilities; further
reaffirmed the Credit Rating of ”CRISIL A1+” (pronounced ‘CRISIL A One Plus’) to the Commercial Paper Programme
of the Motilal Oswal Home Finance Limited (Formerly known as Aspire Home Finance Corporation Limited).
CRISIL has reaffirmed its ‘CRISIL AA-/CRISIL PP-MLD AA-r/Stable/CRISIL A1+’ rating on the debt instruments and bank loan facilities
of R 10,000 lakhs each of the Motilal Oswal Home Finance Limited (Formerly known as Aspire Home Finance Corporation Limited).
Crisil Limited reaffirmed the Credit Rating of “CRISIL A1+” (pronounced ‘CRISIL A One Plus’) to the Commercial Paper Programme
of R 2,50,000 lakhs (Previous year 50,000 lakhs) of the Motilal Oswal Finvest Limited.”
b) India Ratings and Research affirmed the Credit Rating of ”IND A1+” (pronounced ‘IND A One Plus’) to the Commercial
Paper Programme of R 1,30,000 lakhs (Previous year 1,30,000 lakhs) of the Motilal Oswal Financial Services Limited.
India Ratings and Research affirmed the Credit Rating of ”IND A1+” (pronounced ‘IND A One Plus’) to the Commercial Paper
Programme of R 2,00,000 lakhs (Previous year 1,00,000 lakhs) of the Motilal Oswal Finvest Limited.”
c) ICRA has reaffirmed the rating of “ICRA AA” rating with stable outlook (pronounced ICRA A+ rating with stable outlook’) to the
long term debt programme of R 35,000 lakhs (Previous year R 35,000 lakhs) of the Motilal Oswal Financial Services Limited.
ICRA has reaffirmed the rating of ”ICRA A+” rating with stable outlook (pronounced ICRA A PLUS rating with stable outlook’)
to non-convertible debentures and long term bank facilities; further reaffirmed the Credit Rating of ”ICRA A1+” (pronounced
‘ICRA A One Plus’) to the Commercial Paper Programme of the Motilal Oswal Home Finance Limited (Formerly known as
Aspire Home Finance Corporation Limited).
ICRA has also assigned [ICRA]A+ (Stable) rating for the Sub-ordinate Debt Programme (Non-Convertible Debentures) and
PP-MLD [ICRA]A+ (Stable) rating for the Market Linked Debenture programme of the Motilal Oswal Home Finance Limited
(Formerly known as Aspire Home Finance Corporation Limited).

NOTE 48 : AMOUNT OF MARGIN MONEY AND SHARES RECEIVED FROM CLIENTS AND OUTSTANDING
AS ON 31 MARCH, 2020 ARE AS FOLLOWS:
Security Settlement for the In the form of Bank Guarantees Received in bank
Securities at and Fixed Deposits
market Value*
Year ended 31 March 2020 153,081 5,183 21,418
Year ended 31 March 2019 192,492 2,710 28,979
*Margin money received in the form of securities from clients, as per the Regulations, is held by the Company. Out of this, securities
worth R 159,099 Lakhs (Previous year R 168,113 Lakhs) are pledged with Exchange as on March 31, 2020.
NOTE 49 : CORPORATE SOCIAL RESPONSIBILITY

The Ministry of Corporate Affairs has notified Section 135 of the Companies Act, 2013 on Corporate Social Responsibility with effect
from April 1, 2014. As per the provisions of the said section, the Company has undertaken the following CSR initiatives during the
financial year 2019-20.
CSR initiatives majorly includes supporting under priviliged in education, medical treatments, etc and various other charitable and
noble aids.
a) Gross amount required to be spent by the Group during the year R 999 lakhs (Previous Year R 927 lakhs)
b) Amount spent during the year on :
Particulars Amount Paid Amount Paid
31-Mar-20 31-Mar-19
a) Construction/acquisition of any asset : 795 800
b) On purposed other than (a) above 864 290
Total 1,659 1,090
c) Above includes a contribution of R 1,033 lakhs ( Previous year R 841 lakhs) to Motilal Oswal Foundation which is classified as
related party under IndAS 24 - “Related Party Disclosures”.
NOTE 50 : ASSETS PLEDGED AS SECURITY

31-Mar-20 31-Mar-19
Financial assets
First charge
Receivables
Loans 311,025 326,501
Floating charge
Investments 101,058 118,486
First charge
Property, plant and equipment 57,078 41,510
Total assets pledged as security 509,886 5,43,497
Terms and conditions:

1. Investments, Trade receivables, Loans and Property, plant and equipments are pledge with Banks and NBFCs to against
borrowing facilities taken by the Group.
2. The margin of two times cover is provided against the loan facilities for pledge of Investments and Trade receivables and 1.67
times for Property, plant and equipment.

NOTE 51 : RELATED PARTY DISCLOSURE

I. List of related parties and their relationship
A) Holding Company
– Passionate Investment Management Private Limited
B) Enterprises in which Key Managerial Personnel have control
– OSAG Enterprises LLP
C) Enterprises in which Key Management Personnel and their relatives excersises Significant Influence:
1. Raamdeo Agarawal (HUF)
2. Textile Exports Private Limited
3. Motilal Oswal Foundation (Trust)
4. Motilal Oswal HUF
5. Like Minded Wealth Creation Trust
D) Key Management Personnel
1. Mr. Motilal Oswal – Managing Director and Chief Executive Officer
2. Mr. Raamdeo Agarawal – Non-Executive Chairman
3. Mr. Praveen Tripathi – Independent Director
4. Mr. Rekha Utsav Shah – Independent Director
5. Mrs. Sharda Agarawal – Independent Director
6. Mr. Vivek Paranjpe – Independent Director
F) Relatives of Key Management Personnel/Enterprise in which relatives of Key Management Personnel have significant
influence:-
1. Ms. Vimla Oswal – Spouse of Mr. Motilal Oswal
2. Ms. Vimladevi Salecha – Sister of Mr. Motilal Oswal
3. Mr. Rajendra Gopilal Oswal – Brother of Mr. Motilal Oswal
4. Ms. Suneeta Agarawal – Spouse of Mr. Raamdeo Agarawal
5. Dr. Karoon Ramgopal Agarawal – Brother of Mr. Raamdeo Agarawal
6. Mr. Vinay R. Agarawal – Brother of Mr. Raamdeo Agarawal
7. Mr. Sukhdeo Ramgopal Agarawal – Brother of Mr. Raamdeo Agarawal
8. Mr. Govinddeo R. Agarawal – Brother of Mr. Raamdeo Agarawal
9. Mr. Satish Agarawal – Brother of Mr. Raamdeo Agarawal
10. Ms. Suman Agarawal – Sister of Mr. Raamdeo Agarawal
11. Ms. Anita Anandmurthy Agarawal – Sister of Mr. Raamdeo Agarawal
12. Mr. Vaibhav Agarawal – Son of Mr. Raamdeo Agarawal
13. Ms.Vedika Karnani – Daughter in law of Mr. Raamdeo Agarawal
14. Mr. Pratik M Oswal – Son of Mr. Motilal Oswal
G) Associate Enterprises/Joint venture
1. India Reality Excellance Fund II LLP
2. India Business Excellence Fund III

II. Transactions with related parties and outstanding balances:

a) Transactions with related parties:
R in Lakhs
Particulars Name of the related Holding company Key managerial Associate enterprise/ Total
party personnel/relative Joint venture
of key managerial
personnel
year year year year year year year year
ended ended ended ended ended ended ended ended
Interest Passionate Investment 1 (2) – – – – 1 (2)
(income)/ Management Private
expense Limited
Like Minded Wealth – – – (4) – – – (4)
Creation Trust
Total 1 (2) – (4) – – 1 (6)
Managerial Mr. Motilal Oswal – – 240 241 – – 240 241
remuneration Mr. Pratik Oswal – – 28 – – – 28 –
Mr. Raamdeo Agarawal – – 168 277 – – 168 277
Total – – 436 518 – – 436 518
Commission Mr. Raamdeo Agarawal – – 114 – – – 114 –
paid
Total – – 114 – – – 114 –
Donation Motilal Oswal – – 1,033 841 – – 1,033 841
given Foundation (Trust)
Total – – 1,033 841 – – 1,033 841
Rent Passionate Investment (1) (1) – – – – (1) (1)
(received)/ Management Private
paid Limited
Textile Exports Private – – 16 16 – – 16 16
Limited
Total (1) (1) 16 16 – – 15 15
Business Passionate Investment (1) (1) – – – – (1) (1)
support service Management Private
(received)/paid Limited
OSAG Enterprises LLP – – 56 (1) – – 56 (1)
Total (1) (1) 56 (1) – – 55 (2)
Brokerage Mr. Motilal Oswal – – 6 4 – – 6 4
(received) Mr. Raamdeo Agarawal – – 7 3 – – 7 3
Total – – 13 7 – – 13 7
Partnership India Reality Excellence – – – – 113 1,192 113 1,192
(gain) Fund II LLP
(Gain) on sale India Reality Excellence – – – – 121 359 121 359
of investment Fund II LLP
Loans given / Passionate Investment 21 453 – – – – 21 453
(received) Management Private
Limited
Loans Passionate Investment (21) (453) – – – – (21) (453)
repayment Management Private
(received) / Limited
given

R in Lakhs
Particulars Name of the related Holding Key managerial Associate enterprise/ Total
party company / fellow personnel/relative Joint venture
subsidiaries of key managerial
personnel
Dividend paid Mr. Motilal Oswal – – 798 979 – – 798 979
Mr. Raamdeo Agarawal – – 774 946 – – 774 946
Motilal Oswal–HUF – – 0 0 – – 0 0
Raamdeo Agarawal – – 55 55 – – 55 55
(HUF)
Ms. Suneeta Agarawal – – 25 25 – – 25 25
Ms. Vimla Oswal – – 11 11 – – 11 11
Mr. Rajendra Gopilal – – 5 5 – – 5 5
Oswal
Dr. Karoon Ramgopal – – 9 9 – – 9 9
Agarawal
Mr. Vinay R. Agarawal – – 9 9 – – 9 9
Mr. Sukhdeo Ramgopal – – 7 7 – – 7 7
Agarawal
Mr. Govinddeo R. – – 5 5 – – 5 5
Agarawal
Ms. Suman Agarawal – – 9 9 – – 9 9
Mr. Satish Agarawal – – 7 7 – – 7 7
Ms. Anita Anandmurthy – – 7 7 – – 7 7
Agarawal
Ms. Vimladevi Salecha – – 0 0 – – 0 0
Ms. Vedika Karnani – – 4 – – – 4 –
Mr. Vaibhav Raamdeo – – 4 – – – 4 0
Agarawal
Osag Enterprises LLP – – 0 0 – – 0 0
Passionate Investment 6,965 6,629 – – – – 6,965 6,629
Management Private
Limited
Total 6,965 6,629 1,729 2,074 – – 8,694 8,703
Portfolio Mr. Raamdeo Agarawal – – 3 2 – – 3 2
management Mr. Vaibhav Agarawal – – 7 12 – – 7 12
services fee
Ms. Rekha Shah – – 1 0 – – 1 0
Ms. Suneeta Agarawal – – 23 19 – – 23 19
Total – – 34 33 – – 34 33

b) Outstanding balances of related parties:

R in Lakhs
Particulars Name of the related Holding Key managerial Associate enterprise/ Total
party company / fellow personnel/relative Joint venture
subsidiaries of key managerial
personnel
Investment India Business _ _ _ _ 15,461 12,717 15,461 12,717
outstanding Excellence Fund III
balance India Reality – – – – 4,406 5,212 4,406 5,212
Excellence Fund II
LLP
Note : As the liabilities for defined benefit plans are provided on actuarial basis for the Company as a whole, the amounts
pertaining to Key Management Personnel are not included.
NOTE 52 : DISCLOSURE PURSUANT TO IND AS -19 "EMPLOYEE BENEFITS" IS GIVEN AS BELOW:

a) Defined Contribution Plan
Contribution to defined contribution plans, recognised as expense for the year is as under :
Particulars 31-Mar-20 31-Mar-19

Employers Contribution to Provident Fund and Administrative Expenses 1,017 800
Employers Contribution to ESIC 130 144
Employers Contribution to NPS 45 35
Total 1,192 979
(b) Defined benefit plan

The Group provides for gratuity benefit which is a defined benefit plan covering all its eligible employees.
This plan is unfunded. The gratuity benefits are subject to a maximum limit of up to R 20 lakhs.
The following table set out the status of the gratuity plan as specified under section 133 of the Companies Act, 2013, read with
Rule 7 of the Companies (Accounts) Rules 2014 (as amended) under Ind AS 19 “Employee benefits” and the reconciliation of
opening and closing balances of the present value of the defined benefit obligation.
(R in Lakhs)
Particulars Gratuity Heritage club benefits
For the Year For the Year For the Year For the Year
ended ended ended ended
31-Mar-20 31-Mar-19 31-Mar-20 31-Mar-19
I) Acturial assumptions
Mortality IALM (2012-014) IALM (2006-08) IALM (2012-014) IALM (2006-08)
Ultimate Ultimate Ultimate Ultimate
Discount Rate (per annum) 4.80% 7.93% 3.60% 7.12%
Rate of escalation in salary (per annum) 12.68% 12.80% 0.00% 1.29%
Expected rate of return on plan assets (per – – – –
annum)
Employee Attrition Rate (Past Service) PS: 0 to 37 : 19.34% PS: 0 to 37 : 19.34% – –

(R in Lakhs)
31-Mar-20 31-Mar-19 31-Mar-20 31-Mar-19
I) Changes in present value of obligations
(PVO)
PVO at beginning of period 2,218 1,969 207 112
Interest cost 133 51 – 0
Transfer In-Liability 30 (41) – –
Benefits paid (178) (316) (10) (40)
Contributions by plan participants 1 – – –
Actuarial (Gain)/Loss on obligation (201) (190) – –
II) Interest expense
III) Fair value of plan assets – – – –
IV) Net Liability
PVO at beginning of period 2,218 1,969 207 112
Net Liability at the beginning of the period 2,218 1,969 207 112
V) Net Interest
Interest Expenses 133 51 – 0
Net Interest 133 51 – 0
VI) Actual return on plan assets – – – –
VII) Actuarial (Gain)/loss on obligation
Due to Demographic Assumption (104) (394) – –
Due to Financial Assumption 117 130 – –
Due to Experience (214) 74 – –
Total Actuarial (Gain)/Loss (201) (190) – –
VIII) Fair Value of Plan Assets
Contributions by Employer 178 316 – –
Benefits Paid (178) (316) – –
IX) Past Service Cost Recognised
Recognised Past service Cost- non vested – 6 – –
benefits
X) Amounts to be recognized in the balance
sheet and statement of profit & loss
account
Funded Status (2,648) (2,218) (273) (207)
Net Asset/(Liability) recognized in the (2,648) (2,218) (273) (207)
balance sheet
XI) Expense recognised in the statement of
profit and loss
Net Interest 133 51 – 0
Transfer In-Liability 30 (41)
Transfer Out-Liability (28) (2)
Expense recognized in the statement of 810 755 77 135
profit and loss

(R in Lakhs)
31-Mar-20 31-Mar-19 31-Mar-20 31-Mar-19
XII) Other Comprehensive Income (OCI)
Actuarial (Gain)/Loss recognized for the (201) (189) – –
period
Unrecognized Actuarial (Gain)/Loss from – (1) – –
previous period
Total Actuarial (Gain)/Loss recognized in (201) (190) – –
(OCI)
XIII) Movement in liability recognized in
balance sheet
Opening net liability 2,218 1,969 207 112
Adjustment to opening balance – – – –
Transfer In-Liability 30 (41) – –
Expenses as above 808 798 77 135
Contribution paid (178) (316) (10) (40)
Other Comprehensive Income(OCI) (201) (190) – –
Closing net liability 2,648 2,218 274 207
XIV) Projected Service Cost 31 Mar 2020 673 – – –
XV) Asset Information – – – –
XVI) Sensitivity Analysis
Particulars DR: Discount Rate ER : Salary escalation rate:

PVO DR +1% PVO DR –1% PVO ER +1% –
PVO 2,632 2,784 2,687 2,600
XVII) Expected Payout

Year Expected Outgo
First Second Third Fourth Fifth Six to ten
years
Payouts 912 583 397 280 198 445
Asset Liability Comparisons
Year 31-Mar-16 31-Mar-17 31-Mar-18 31-Mar-19 31-Mar-20
PO at End of period 354 521 1,969 2,218 2,648
Plan Assets – – – – –
Surplus / (Deficit) (354) (521) (1,969) (2,218) (2,648)
Experience adjustments on plan assets – – – – –

NOTE 53 : DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME

Details of stock options
Motilal Oswal Asset Management Company Limited -Employees’ Stock Option Scheme - I (ESOP - I)
The ESOP - I was approved by the Board of Directors at the meeting on July 22 , 2010 for grant of 20,00,000 equity shares of R 10 each.
Motilal Oswal Asset Management Company Limited -Employees’ Stock Option Scheme - II (ESOP - II)
The ESOP - II was approved by the Board of Directors at their meeting held on 21 July, 2014 for grant of 50,00,000 equity shares of
R 10 each.
During the year ended 31 March 2017, the subsidiary company Motilal Oswal Asset Management Comapny Limited has sub divided
65,000,000 equity share of R 10 each into 650,000,000 equity share of R 1 each. Hence, the options granted are also sub-divided in
the same proportion.
Motilal Oswal Financial Services Limited -Employees Stock Option Scheme -V (ESOS-V)
The Scheme was approved by Board of Directors on 18 October 2007 and by the shareholders on 4 December 2007 by postal ballot
and is for issue of 25,00,000 options representing 25,00,000 Equity shares of R 1 each
Motilal Oswal Financial Services Limited -Employees Stock Option Scheme -VI (ESOS-VI)
Motilal Oswal Financial Services Limited -Employees Stock Option Scheme -VII (ESOS-VII)
The Scheme was approved by Board of Directors on 19 July 2014 and by the shareholders in AGM dated 22 August 2014 and is for
Motilal Oswal Financial Services Limited -Employees Stock Option Scheme -VIII (ESOS-VIII)
Motilal Oswal Wealth Management Limited -Employees’ Stock Option Scheme -I’ (ESOP-I)
The ESOS - I was approved by the Board of Directors at its meeting on April 22 , 2016 and by the members at the meeting held on
April 29, 2016 consisting of 8,000 Stock Option of Rupees 10 each.
Pursuant to approval of the members at its meeting dated February 20, 2017 for subdivision of face value of equity shares from
Rupees 10 to Rupee 1 each, the total number of options allotted and granted also stands sub-divided i.e. total kitty of 80,000 stock
option of Rupee 1 each.
Motilal Oswal Home Finance Limited (formerly known as Aspire Home Finance Corporation Limited -Employees' Stock Option
Scheme 2014 - (ESOS - 2014)
The Scheme was approved by Board of Directors on 11 September 2014 and by the shareholders in EGM dated 16 October 2014 for
issue of 50,000,000 options representing 50,000,000 Equity shares of R 1 each. The grant of stock options for the aforesaid scheme
has been done in three tranches.
Motilal Oswal Home Finance Limited (formerly known as Aspire Home Finance Corporation Limited - Employees' Stock Option
Scheme 2016 (ESOS-2016)
The Scheme was approved by Board of Directors on 29 April 2016 and by the shareholders in AGM dated 07 July 2016 for issue
of 50,000,000 options representing 50,000,000 Equity shares of R 1 each. The grant of stock options for the aforesaid scheme has
been done in five tranches.
Scheme 2017 (ESOS-2017)
The Scheme was approved by Board of Directors on 25 April 2017 and by the shareholders in EGM dated 25 May 2017 for issue of
10,000,000 options representing 10,000,000 Equity shares of R 1 each. The grant of stock options for the aforesaid scheme has been
done in two tranches.
Scheme 2017 (ESOS-2017 H Co.) (Issued to Holding Company Employees)
The Scheme was approved by Board of Directors on 25 April 2017 and by the shareholders in EGM dated 25 May 2017 for issue of
30,000,000 options representing 30,000,000 Equity shares of R 1 each.

The activity in the (ESOP-I), (ESOP-II), (ESOP-V) ,(ESOP-VI), ESOP (VII), MOWML ESOP (I), MOHFL ESOS 2014, MOHFL ESOS 2016,MOHFL
ESOS 2017,MOHFL ESOS 2017 H Co. during March 2020, March 2019 is set below:
Particulars As at Weighted As at Weighted
31-Mar-20 Average 31-Mar-19 Average
In Numbers Exercise Price In Numbers Exercise Price
(In R) (In R)
The MOAMC (ESOP-I) : (Face value of R 1 each)
Option outstanding at the beginning of the year 15,000,000 13.40 16,500,000 13.40
Add: Granted – – – NA
Less: Exercised 2,100,000 13.40 1,500,000 13.40
Less: Forfeited – – – NA
Less: Lapsed – – – NA
Option outstanding end of the year 12,900,000 13.40 15,000,000 13.40
Exercisable at the end of the year 1,350,000 13.40 150,000 13.40
The MOAMC (ESOP-II) : (Face value of R 1 each)
Add: Granted – – – NA
Less: Exercised 9,424,259 2.09 13,863,624 1.93
Less: Forfeited – – – NA
Less: Lapsed – – – NA
Exercisable at the end of the year 825,741 6.04 9,850,000 1.96
The MOFSL (ESOP-V) : (Face value of R 1 each)
Option outstanding at the beginning of the year 336,900 306.84 556,140 249.03
Add: Granted – – – –
Less: Exercised 176,400 244.39 219,240 160.19
Less: Lapsed 12,500 296.15 – –
Option outstanding end of the year 148,000 382.18 336,900 306.84
The MOFSL (ESOP-VI) : (Face value of R 1 each)
Less: Exercised 152,932 239.67 94,660 148.64
Less: Lapsed 60,250 499.57 – –
Exercisable at the end of the year – – 130,699 182.38
The MOFSL (ESOP-VII) : (Face value of R 1 each)
Less: Exercised 726,100 360.97 282,900 340.26
Less: Lapsed 203,700 445.06 – –
Option outstanding end of the year 862,200 472.56 1,792,000 424.45

Particulars As at Weighted As at Weighted

31-Mar-20 Average 31-Mar-19 Average
In Numbers Exercise Price In Numbers Exercise Price
(In R) (In R)
The MOFSL (ESOP-VIII) : (Face value of R 1 each)
Option outstanding at the beginning of the year 1,000,000 867.45 – –
Add: Granted 1,055,000 610.96 1,000,000 867.45
Less: Exercised – – – –
Less: Lapsed 88,500 867.45 – –
The MOWML (ESOS-I) : (Face value of R 1 each)
Add: Granted – NA 6,000 815.00
Less: Exercised 13,200 250.00 – NA
Less: Forfeited – NA – NA
Less: Lapsed 42,800 250.00 – NA
The MOHFL (ESOS 2014) : (Face value of R 1 each)
Add Granted 17,725,000 3.00 – –
Less: Exercised 640,000 1.00 – –
Less: Lapsed 3,930,000 1.66 8,380,000 1.00
The MOHFL (ESOS 2016) : (Face value of R 1 each)
Add: Granted 10,930,000 3.50 24,100,000 3.00
Less: Lapsed 35,375,000 2.53 20,050,000 1.60
Exercisable at the end of the year 1,360,000 1.60 3,720,000 1.60
The MOHFL (ESOS 2017) - Grant I : (Face value of R 1 each)
Less: Lapsed 2,193,500 2.32 3,856,500 1.60
The MOHFL (ESOS 2017) (Holding company): (Face value of R 1 each)
Option outstanding at the beginning of the year 21,413,500 1.60 29,390,000 –
Less: Exercised 2,984,750 1.60 2,122,000 1.60
Less: Lapsed 2,834,250 1.60 5,854,500 1.60

Employees’ Stock Options Scheme (ESOP) :

Particulars MOAMC MOAMC MOFSL MOFSL MOFSL MOFSL Scheme I
Scheme I Scheme II Scheme V Scheme VI Scheme VII Scheme VIII (MOWM)
Date of Grant Various dates Various dates Various Dates Various Dates Various Dates Various Dates Various dates
Date of Board Approval Various dates Various dates Various Dates Various Dates Various Dates Various Dates 22-April-2016
Date of Shareholder’s 22-July-2010 21-July-2011 4 December 2007 8 July 2008 22 August 2014 27 July 2017 29-April-2016
approval
Method of Settlement Equity shares Equity shares Equity shares Equity shares Equity shares Equity Shares Equity Shares
Vesting Period Not later than 6 Not later than 6 1 year to 5 years 1 year to 5 1 year to 7 1 year to 4 Not later than 7
years from the years from the years years years years from the
date of grant date of grant date of grant
Weighted Average Remaining Contractual Life
Current year. -Granted 3.58 Years 7.58 Years 3.67 years 4.23 years 3.79 years 5.10 years 5.81 Years
but not Vested
Current year -Vested but 1.89 Years 5.14 Years 2.21 years NA 2.42 years 2.42 years 3.00 Years
not exercised
Current year -Weighted R 28.87 R 27.98 R 658.53 R 643.86 R 659.86 NA NA
Average Share Price at
the date of exercise for
stock options exercised
during the year
Previous year -Granted 7.23 Years 8.23 Years 3.83 years 4.58 years 3.97 years 5.42 years 3.43 Years
but not Vested
Previous year -Vested but 5 Years 5.84 Years 2.42 years 2.86 years 2.48 years NA NA
not exercised
Previous year -Weighted NA NA R 789.48 R 805.83 R 735.01 NA NA
Average Share Price at
the date of exercise for
stock options exercised
during the year
Exercise Period Within a period Within a period Within 1 to 3 years of vesting of options 1 year to 3 years
of 36 months of 84 months from the date of
from the date from the date of vesting and as
of vesting vesting per terms and
conditions of
scheme and grant
Vesting Conditions Vesting of Options would be subject to continued employment with the Company and/or its holding/subsidiary, and thus the
Options would vest on passage of time. In addition to this, the Remuneration/Compensation Committee may also specify
certain performance parameters subject to which the options would vest. In case of performance based vesting, the options
would vest on achievement of performance parameters irrespective of the time horizon. However no such performance
based vesting is mentioned in the ESOP-1 Scheme in MOWML.
Weighted Average Fair R 49.25 R 8.42 R 169.59 R 300.39 R 206.29 R 251.57 R 642.70
Value of options (granted (Previous year (Previous year (Previous year (Previous year (Previous year (Previous year (Previous year
but not vested) as on R 49.25) R 8.42) R 127.42) R 215.25) R 178.19) R 321.06) R 642.70)
grant date
Range of Risk free 6.97% 7.13% 6.05% - 7.8% 6.05% - 7.8% 6.97% - 7.8% 6.18% - 7.37% 7.37% - 7.72%
interest rate
Dividend yield 1.00% 1.00% 1.00% 1.00% 1.00% 0.5% - 1.38% 1.00%
Expected volatility 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00%

Particulars MOHFL ESOS 2014 MOHFL ESOS 2016 MOHFL ESOS 2017 MOHFL ESOS 2017
H Co.
Date of Grant Various dates Various dates Various dates Various dates
Date of Board Approval 11-September-2014 29-April-2016 25-April-2017 25-April-2017
Date of Shareholder’s approval 16-October-2014 07-July-2016 25-May-2017 25-May-2017
Method of Settlement Equity shares Equity shares Equity shares Equity shares
Vesting Period 1 year to 4 years 1 year to 4 years 1 year to 4 years 1 year to 5 years
Current year. -Granted but not Vested 3.01 year 2.71 years 2.12 years 1.39 years
Current year -Vested but not exercised 0.15 year 0.27years NIL 0.03 Years
Current year -Weighted Average Share Price at the date of 3 3.5 3.5 3.5
exercise for stock options exercised during the year
Previous year -Granted but not Vested 1.11 year 2.91 years 2.78 years 2.17 years
Previous year -Vested but not exercised NIL 0.26 year NA NA
Previous year -Weighted Average Share Price at the date of NA NA NA 3
exercise for stock options exercised during the year
Exercise Period Within a period of Within a period of 6 months from the date of vesting or in case
12 months from the of resignation, the options shall be exercised within 6 months
date of vesting or in from the date of resignation or such extended period as may
case of resignation, be decided by the Nomination and Remuneration Committee.
the options shall be
exercised within 6
months from the
date of resignation
or such extended
period as may be
decided by the
Nomination and
Remuneration
Committee.
Vesting Conditions Vesting of Options would be subject to continued employment with the Company
and/or its holding/subsidiary, and thus the Options would vest on passage of time.
In addition to this, the Remuneration/Compensation Committee may also specify
certain performance parameters subject to which the options would vest. In case of
performance based vesting, the options would vest on achievement of performance
parameters irrespective of the time horizon.
Weighted Average Fair Value of options (granted but not R 0.49 R 0.79 R 0.72 R 0.70
vested) as on grant date
Range of Risk free interest rate 7.37% - 8.40% 6.18% - 7.37% 6.79% 6.79%
Dividend yield 1.00% 1.00% 1.00% 1.00%
Expected volatility 40.00% 40.00% 40.00% 40.00%
** The vesting period of the Grant I & II of MOHFL ESOS 2014 and Grant I of ESOS 2016 has been extended from 6 months to 1 year
pursuant to the resolution passed by the nomination and remuneration committee at its meeting held on 22 January 2018.
*Expected voltality has been calculated of listed holding company shares of Motilal Oswal Financial Services Limited long term
average since listing.
The exercise pricing formula for MOAMC ESOP schemes are as under:
Scheme I
The Committee shall have the authority to determine the Exercise Price having regard to the valuation report of an independent
practicing chartered accountant that may be based on such valuation method, as may be considered suitable by him, including but
not restricted to the Net Asset Value Method, Discounted Cash Flow Method, Earnings Capitalisation Method, Dividend Yield Model,
etc. and may also rely upon the future projections of the Company which would be prepared by the management from time to time
having regard to the future potential and prospects of the Company.
The Committee shall in its absolute discretion, have the authority to grant the Options at such discount as it may deem fit.

Scheme II
The exercise pricing formula for MOWML ESOP schemes are as under:
The exercise pricing formula for MOFSL ESOP schemes are as under:
Scheme V
Exercise price shall be the closing price of the Company’s equity shares quoted on the BSE immediately preceding the date of Grant
of the Stock Options, which for this purpose shall be the date on which the Committee grant the Stock Options, discounted by such
percentage as may be determined by the Committee in the best interest of the various stakeholders in the prevailing market conditions.
Scheme VI
where the highest trading volume is recorded, discounted/increased by such percentage as may be determined by the Committee.
Scheme VII
Scheme VIII
The exercise pricing formula for MOHFL ESOS 2014, MOHFL ESOS 2016, MOHFL ESOS 2017 & MOHFL ESOS 2017 H Co are as under:
The nomination and remuneration committee shall have the authority to determine the exercise price having regard to the valuation
report of an independent practicing chartered accountant that may be based on such valuation method, as may be considered
suitable by him, including but not restricted to the Net Asset Value Method, Discounted Cash Flow Method, Earnings Capitalisation
Method, Dividend Yield Model, etc. and may also rely upon the future projections of the Company which would be prepared by the
management from time to time having regard to the future potential and prospects of the Company.
The said committee shall in its absolute discretion, have the authority to grant the options at such discount as it may deem fit.
Other Information regarding Employee Share Based Payment Plan is as below:
Particulars 2019-20 2018-19
Expense arising from employee share based payment plans 1,214 1,954
Total carrying amount at the end of the period 4,396 4,315
The Company provides a sensitivity analysis to show the impact to the Company’s profit before taxation in the event that forfeiture
and performance condition assumptions exceed or are below theCompany’s estimations by the stated percentages.
Impact on the income statement of a change in leaver assumptions For the year ended For the year ended
31-Mar-20 31-Mar-19
(+)5% (77) 87
(-)5% 94 (126)

NOTE 54 : SEGMENT REPORTING

The Chief Operating Decision Maker monitors the operating results of the business segment separately for the purpose of making
decision about resource allocation and performance assessment. Segment performance evaluated based on profit or loss and is
measured consistently with profit or loss in the financial statements. The operating segments have been identified considering the
nature of services, the differing risks and returns, the organization structure and the internal financial reporting system.
The business segment has been considered as the primary segment for disclosure. The primary business of the Group comprises of
“Broking and other related activities”, “Fund based activities”, “Asset Management and Advisory”, “Investment Banking services”
and “Home Finance”.
Broking and other related activities includes Broking services to clients, research and advisory services, financial product distribution,
depository services, etc.
Fund based activities include investment activities (Investment in securities and property) and financing activity.
Asset Management and Advisory includes fee based services for management of assets.
Investment Banking represents results of raising financial capital by underwriting or acting as the client’s agent in the issuance of
securities.
Home Finance represents interest and other related income from affordable housing finance business.
Since the business operations of the Group are primarily concentrated in India, the Group is considered to operate only in the
domestic segment.
The accounting principles consistently used in the preparation of the financial statements are also consistently applied to record
income and expenditure of individual segments.
Income and direct expenses in relation to segments are categorized based on items that can be individually identifiable to that
segment. Certain expenses such as taxes, etc. are not specifically allocable to specific segments.
Assets / Liabilities to the extent directly identifiable to a segment have been categorized separately; others have been shown as
“unallocable” in the total column. Other balance sheet items such as deferred tax liability are similarly not allocated to segments.
R in Lakhs
Particulars Broking and other Fund based Asset management Investment Home finance Unallocated Elimination Total
related activities activities and advisory banking
For the For the For the For the For the For the For the For the For the For the For the For the For the For the For the For the
year year year year year year year year year year year year year year year year
ended ended ended ended ended ended ended ended ended ended ended ended ended ended ended ended
31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar-
20 19 20 19 20 19 20 19 20 19 20 19 20 19 20 19
Revenue:
External 122,461 113,322 3,559 5,912 78,865 80,702 1,211 3,813 57,644 64,841 33 63 – – 263,773 268,653
Revenue
Inter-Segment 22,717 20,675 22,717 20,675
Revenue
Total revenue 122,461 113,322 3,559 5,912 78,865 80,702 1,211 3,813 57,644 64,841 33 63 22,717 20,675 241,056 247,978
Result:
Segment result 26,122 26,388 (29,063) 4,688 26,391 30,102 (1,019) 1,209 6,129 (20,945) (3,029) (1,848) – – 25,531 39,596
(Inclusive of
share of profit
from associate
and joint
venture)
Less: Share of 2,989 (1,805)
(profit)/loss
from associate
and joint
venture included
above
Profit before tax – – – – – – – 28,520 37,790
Tax expense
Current tax (13,371) (18,426)
Deferred tax 6,424 9,100

R in Lakhs
Particulars Broking and other Fund based Asset management Investment Home finance Unallocated Elimination Total
related activities activities and advisory banking
For the For the For the For the For the For the For the For the For the For the For the For the For the For the For the For the
year year year year year year year year year year year year year year year year
ended ended ended ended ended ended ended ended ended ended ended ended ended ended ended ended
31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar-
20 19 20 19 20 19 20 19 20 19 20 19 20 19 20 19
Short/(excess) (32) 61
provision for
earlier years
Profit from 21,540 28,525
ordinary
activities
Less: Minority (621) (434)
interest
Add : Share of (2,582) 1,306
profit/(loss)
from associate
and joint
venture (net of
taxes)
Net profit/(loss) 18,337 29,397
attributable
to Owners of
parent
Other
information:
Segment assets 397,314 365,946 204,668 201,578 28,411 31,146 167 1,715 378,057 444,525 16,848 21,148 (14,406) (17,882) 1,011,060 1,048,176
Segment 366,976 331,316 22,141 16,279 10,952 13,829 725 2,048 301,649 373,987 4,675 14,376 (8,347) (13,083) 698,771 738,752
liabilities
NOTE 55 : REVENUE FROM CONTRACTS WITH CUSTOMERS

The Group determines revenue recognition through the following steps:
1. Identification of the contract, or contracts, with a customer.
2. Identification of the performance obligations in the contract.
3. Determination of the transaction price.
4. Allocation of the transaction price to the performance obligations in the contract.
5. Recognition of revenue when, or as, we satisfy a performance obligation.
a) Nature of services
(i) Broking and other related activities - Income from services rendered as a broker is recognised upon rendering of the
services, in accordance with the terms of contract. Income from services rendered on behalf of depository is recognised
upon rendering of the services, in accordance with the terms of contract.
(ii) Interest income on loans and MTF - Interest is earned from clients on amounts funded to them and delayed payments.
Interest income is recognised on a time proportion basis taking into account the amount outstanding from customers or
(iii) Portfolio management fee, Investment management fees and advisory - The Group is an Investment Manager and
provide, investment management and administrative services to the Schemes of Motilal Oswal Mutual Fund (‘the Fund’),
provides Portfolio Management Services (‘PMS’) to clients, investment management services to Alternate Investment
Funds and provide investment advisory services to onshore and offshore clients. The Group earns Managements fees
from respective businesses.

b) Disaggregation of revenue
Revenue from contracts with customers:
(i) Broking and other related activities 83,835 74,514
(ii) Interest income on loans and MTF 76,754 81,783
(iii) Portfolio management fee, Investment management fees and advisory 71,087 77,026
231,676 233,323
Revenue disaggregation by business segment has been included insegment information (Refer note 54).
c) Contract balances
Receivables. The outstanding balance as on 31 March 2020 : INR 74,697 lakhs, 31 March 2019: INR 151,809 lakhs. (also refer
note 6)
Loans and advances. The outstanding balance as on 31 March 2020 : INR 364,312 lakhs, 31 March 2019: INR 435,747 lakhs.
(also refer note 7)
Margin funding. The outstanding balance as on 31 March 2020 : INR 19,849 lakhs, 31 March 2019: INR 47,561 lakhs. (also
refer note 7)
d) Performance obligations and timing of revenue recognisation

(i) Broking and other related activities:-
Income from services rendered as a broker is recognised upon rendering of the services.
Fees for subscription based services are received periodically but are recognised as earned on a pro-rata basis over the
term of the contract.
Commissions from distribution of financial products are recognised upon allotment of the securities to the applicant or
as the case may be, on issue of the insurance policy to the applicant.
Fees for subscription based services are received periodically but are recognised as earned on a pro-rata basis over the
term of the contract, and are over the period in nature.
(ii) Interest income on loans and MTF:-
Interest income is recognised on a time proportion basis taking into account the amount outstanding from customers or
Interest is earned on delayed payments from clients and amounts funded to them as well as term deposits with banks.
(iii) Portfolio management fee, Investment management fees and advisory:-
Performance obligation of fee from asset management and portfolio management services are completed as per the
terms and conditions of the asset management agreement. The usual payment term for the performance obligation of
the company is one to three month.
Income from advisory services is recognised upon rendering of the services.

NOTE 56 : MATURITY ANALYSIS OF ASSETS AND LIABILITIES

The table below shows an analysis of assets and liabilities analysed according to when they are expected to be recovered or settled.
R in Lakhs
Financial assets
Cash and cash equivalents 84,352 – 84,352 37,368 – 37,368
Bank balance other than cash and cash 45,749 7,694 53,443 25,561 5,978 31,539
equivalents above
Receivables
(I) Trade receivables 74,553 – 74,553 151,733 – 151,733
(II) Other receivables 145 – 145 76 – 76
Loans 56,773 351,173 407,947 92,975 394,869 487,844
Investments 117,886 190,965 308,850 70,691 197,900 268,591
Other financial assets 1,325 13,600 14,925 9,020 182 9,202
Current tax assets (net) – 4,043 4,043 – 1,823 1,823
Deferred tax assets (net) – 12,428 12,428 – 14,290 14,290
Investment property – 3,465 3,465 – 3,518 3,518
Property, plant and equipment – 27,321 27,321 – 24,890 24,890
Intangible assets under development – – – – 11 11
Other intangible assets – 2,548 2,548 – 1,802 1,802
Other non-financial assets 6,057 10,983 17,040 13,912 1,576 15,488
Total assets 386,840 624,220 1,011,060 401,336 646,839 1,048,175
Derivative financial instruments
Payables
(I) Trade payables 179,798 – 179,798 139,062 – 139,062
(II) Other payables – – – – – –
Debt securities 147,219 135,107 282,326 97,616 160,544 258,160
Borrowings (Other than debt securities) 69,699 110,656 180,355 140,837 116,776 257,612
Deposits – 12 12 5 – 5
Other financial liabilities 35,614 1,850 37,464 55,878 – 55,878
Non-financial Liabilities
Current tax liabilities (net) 955 – 955 1,290 – 1,290
Provisions 12,103 435 12,538 10,396 1,545 11,941
Deferred tax liabilities (net) – 2,699 2,699 – 12,148 12,148
Other non-financial liabilities 2,624 – 2,624 2,263 392 2,656
Total liabilities 448,012 250,759 698,771 447,348 291,405 738,753

NOTE 57 : FAIR VALUE MEASUREMENT

a) Financial instruments by category
R in Lakhs
FVPL FVOCI Amortised FVPL FVOCI Amortised
cost cost
Financial assets
Cash and cash equivalents – – 84,352 – – 37,368
Bank balance other than cash and cash – – 53,443 – – 31,539
equivalents above
Receivables
(I) Trade receivables – – 74,553 – – 151,733
(II) Other receivables – – 145 – – 76
Loans – – 407,947 – – 487,844
Investments 279,046 29,799 5 238,872 29,714 5
Other financial assets – – 14,925 – – 9,202
Total financial assets 279,046 29,799 635,370 238,872 29,714 717,767
Payables
(I) Trade payables
(i) total outstanding dues of micro enterprises – – – – – –
and small enterprises
(ii) total outstanding dues of creditors – – 179,798 – – 139,062
other than micro enterprises and small
enterprises
Debt securities – – 282,326 – – 258,160
Borrowings (Other than debt securities) – – 180,355 – – 257,612
Deposits – – 12 – – 5
Other financial liabilities – – 37,464 – – 55,878
Total financial liabilities – – 679,955 – – 710,717
b) I) Fair value hierarchy

The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date.
This section explains the judgments and estimates made in determining the fair values of the financial instruments that
are (a) recognised and measured at fair value and (b) measured at amortised cost. To provide an indication about the
reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the three
levels prescribed under the Indian Accounting standard. An explanation of each level follows underneath the table.
Level 1: Level 1 hierarchy includes financial instruments measured using unadjusted quoted prices. For example, listed
equity instruments that have quoted market price.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-
the- counter derivatives) is determined using valuation techniques which maximise the use of observable market data
and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are
observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level
3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

As at March 31, 2020

R in Lakhs
Assets and liabilities measured at fair value - Level 1 Level 2 Level 3 Total
recurring fair value measurements
Financial assets
Financial investments at FVTPL
– Mutual funds 194,475 – – 194,475
– Quoted equity and preference shares – – – –
– Alternative Investment funds – 5,987 – 5,987
– Private equity funds – – 29,553 29,553
– Real estate funds – – 23,343 23,343
– Unquoted equity and preference shares – – 3,197 3,197
– Unquoted Security receipts – – 22,494 22,494
Financial Investments at FVOCI
– Quoted equity shares 29,799 – – 29,799
Total financial assets 224,274 5,987 78,586 308,847
As at March 31, 2019

R in Lakhs
Assets and liabilities measured at fair value - Level 1 Level 2 Level 3 Total
recurring fair value measurements
Financial assets
Financial investments at FVTPL
– Mutual funds 178,470 – – 178,470
– Quoted equity and preferance shares – – – –
– Alternative Investment funds – 6,690 – 6,690
– Private equity funds – – 31,218 31,218
– Real estate funds – – 19,493 19,493
– Unquoted equity and preferance shares – – 3,000 3,000
– Unquoted Security receipts – – – –
Financial Investments at FVOCI
– Quoted equity shares 29,714 – – 29,714
II. Valuation techniques used to determine fair value

Specific valuation techniques used to value financial instruments include :
• Quoted equity investments - Quoted closing price on stock exchange
• Mutual fund - net asset value of the scheme
• Alternative investment funds - net asset value of the scheme
• Unquoted equity and preference investments - price multiples of comparable companies.
• Private equity funds - NAV of the audited financials of the funds.
• The fair values for investment in security receipt are based on the quoted market prices given by independent rating
agency.
• Real estate funds - net asset value, based on the independent valuation report or financial statements of the company
income approach or market approach based on the independent valuation report.

III. Fair value of financial instrument measured at amortised cost

Financial assets not measured at fair value includes cash and cash equivalents, trade receivables, loans and other financial
assets. These are financial assets whose carrying amounts approximate fair value, due to their short-term nature.
Additionally, financial liabilities such as trade payables and other financial liabilities are not measured at FVTPL, whose
carrying amounts approximate fair value, because of their short-term nature.
c) Fair value measurements using significant unobservable inputs (level 3)

The following table presents the changes in level 3 items for the periods ended 31 March 2020 and 31 March 2019:
Particulars Private Equity Real Estate Security Unquoted Total
Funds Funds receipts Shares
As at April 1, 2018 23,966 14,215 – 2,818 41,000
Additions 6,958 6,924 – – 13,882
Disposals (133) (2,662) – – (2,795)
Gains/(losses) recognised in statement 427 1,016 – 182 1,625
of profit and loss
As at March 31, 2019 31,218 19,493 – 3,000 53,712
Additions 5,402 3,216 22,494 – 31,112
Disposals – (972) – – (972)
Gains/(losses) recognised in statement (7,067) 1,606 – 197 (5,265)
of profit and loss
As at March 31, 2020 29,553 23,343 22,494 3,197 78,587
d) Transfers between levels 2 and 3

There are no transfers between Level 2 and Level 3 during the year
e) Valuation inputs and relationships to fair value

The quantitative information about the significant unobservable inputs used in level 3 fair value measurements is summarised
below.
i) Sensitivity analysis
31-Mar-20 31-Mar-19
Fair value of instruments 78,586 53,711
Net worth of the fund at Fair value
- increase by 1000 bps 7,859 5,371
- decrease by 1000 bps (7,859) (5,371)
NOTE 58 : FINANCIAL RISK MANAGEMENT

The Group is exposed primarily to fluctuations in credit, liquidity and price risk which may adversely impact the fair value of its
financial instrument. The Group has a risk management policy which covers risk associated with the financial assets and liabilities.
The focus of the risk management is to assess the unpredictibility of the financial environment and to mitigate potential adverse
effect on the financial performance of the Group.
The Group’s principal financial liabilities comprises of trade and other payables. The main purpose of these financial liabilities is
to finance the Group’s operations. the Group’s principal financial assets include Investments, loans, receivables and cash and cash
equivalents that derive directly from its operations.
A Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the Group’s loans and advances to customers. For risk management
reporting purposes, the Group considers and consolidates all elements of credit risk exposure.

Management of credit risk

The Board of Directors has delegated responsibility for the oversight of credit risk to the Risk Management Committee, which
in turn has appointed the Interest Rate Reset Committee (IRRC) which is the Internal committee and the meeting of the said
committee(IRRC) is conducted on a monthly basis, the objective of which is to determine the Retail prime lending rates (RPLR)
based on Market Scenarios such as borrowing costs of the Group, repo rates by Reserve Bank of India (RBI), the Interest Rate
Reset Committee recommends the Asset Liability Management Committee for the changes in the prevailing RPLR for their
further approval.
The Risk Management Committee develops the credit risk management framework, policies, procedures, reviews the same on
periodic basis which is further noted and approved by the Board of Directors. The Risk Management Committee also reviews
delinquent accounts and makes decisions on recovery actions. Credit reviews are conducted regularly to monitor the health
of the loan portfolio and to detect early signs of weaknesses and deviations.
The Risk Management Committee manages risk on a portfolio-wide basis and recommends alternative portfolio strategies,
analyses results of portfolio management actions and develops portfolio limits for each portfolio segment for approval of the
Board of Directors. Credit risk concentration is addressed by setting a credit portfolio mix limit and monitoring the limits on a
regular basis. Credit stress tests are also conducted periodically to determine the impact of security values and other stress
parameters on the loan portfolio. The Group also conducts annual valuation of delinquent accounts, to determine the actual
value and marketability of the collateral which is adequately factored in Capital Adequacy Ratio. This allows the Group to
assess the potential financial impact of losses arising from plausible adverse scenarios on the Group’s loan portfolio.
Expected credit loss measurements
(I) Expected credit loss measurement for Loans :
Ind AS 109 outlines a ‘three-stage’ model for impairment based on changes in credit quality since initial recognition
as summarised below:
1. A financial instrument that is not credit-impaired on initial recognition is classified in ‘Stage 1’ and has its credit risk
continuously monitored by the Group.
2. If a significant increase in credit risk (‘SICR’) since initial recognition is identified, the financial instrument is moved
to ‘Stage 2’ but is not yet deemed to be credit-impaired.
3. If the financial instrument is credit-impaired, the financial instrument is then moved to ‘Stage 3’.
Financial instruments in Stage 1 have their ECL measured at an amount equal to the portion of lifetime expected credit
losses that result from default events possible within the next 12 months. Instruments in Stages 2 or 3 have their ECL
measured based on expected credit losses on a lifetime basis.
The following diagram summarises the impairment requirements under Ind AS 109 (other than purchased or originated
credit-impaired financial assets):
Change in credit quality since initial recognition
Stage 1 Stage 2 Stage 3

(Initial recognition) (Significant increase in credit risk (Credit-impaired assets)
since initial recognition)
12-month expected credit losses Lifetime expected credit losses Lifetime expected credit losses
The key judgements and assumptions adopted by the Group in addressing the requirements of the standard are discussed
below:
Significant increase in credit risk (SICR)
The Group considers a financial instrument to have experienced a significant increase in credit risk when one or more of
the following quantitative, qualitative or backstop criteria have been met:
a. Quantitative criteria:
When days passed dues from the borrower is more than 30 days but less than 90 days*

b. Qualitative criteria:
If the borrower meets one or more of the following criteria:
a. In short-term forbearance
b. Direct debit cancellation
c. Extension to the terms granted*
d. Previous arrears within the last [12] months
Default and credit-impaired assets
The Group defines a financial instrument as in default, which is fully aligned with the definition of credit impaired, when
it meets one or more of the following criteria:
a. Quantitative criteria
The borrower is more than 90 days past due on its contractual payments.*
b. Qualitative criteria
The borrower meets unlikeliness to pay criteria, which indicates the borrower is in significant financial difficulty.
These are instances where:
a. The borrower is in long-term forbearance
b. The borrower is deceased
c. The borrower is insolvent
d. Concessions have been made by the lender relating to the borrower’s financial difficulty
e. It is becoming probable that the borrower will enter bankruptcy
The criteria above have been applied to home finance loans consistent with the definition of default used for internal
credit risk management purposes. The default definition has been applied consistently to model the Probability of
Default (PD), Exposure at Default (EAD) and Loss given Default (LGD) throughout the Group’s expected loss calculations.
* In accordance with the RBI guidelines relating to COVID-19 Regulatory Package, the subsidiary company Motilal
Oswal Home Finance Limited would be granting a moratorium of three months on payments of instalments and/
or interest falling due between 1 March 2020 and 31 May 2020 to eligible borrowers. For such accounts where the
moratorium is granted, the asset /Stage-wise classification shall remain stand still during the moratorium period.
(i.e. the number of days past-due shall exclude the moratorium period for the purposes of asset classification).
Measuring ECL - Explanation of inputs, assumptions and estimation techniques
The Expected Credit Loss (ECL) is measured on either a 12-month basis (12M) or Lifetime basis depending on whether
a significant increase in credit risk has occurred since initial recognition or whether an asset is considered to be credit-
impaired. Expected credit losses are the discounted product of the Probability of Default (PD), Exposure at Default (EAD),
and Loss Given Default (LGD), defined as follows:
• The PD represents the likelihood of a borrower defaulting on its financial obligation (as per “Definition of default
and credit-impaired” above), either over the next 12 months (12M PD), or over the remaining lifetime (Lifetime PD)
of the obligation.
• The exposure at default (EAD) represents the gross carrying amount of the financial instruments subject to the
impairment calculation, addressing both the client’s ability to increase its exposure while approaching default and
potential early repayments too.
To calculate the EAD for a Stage 1 loan, the Group assesses the possible default events within 12 months for the
calculation of the 12mECL.For stage 2, Stage 3 Financial Assets, , the exposure at default is considered for events
over the lifetime of the instruments.
• Loss Given Default (LGD) represents the Group’s expectation of the extent of loss on a defaulted exposure. LGD
varies by type of counterparty, type and seniority of claim and availability of collateral or other credit support. LGD
is expressed as a percentage loss per unit of exposure at the time of default. LGD is calculated on a 12-month or
lifetime basis, where 12-month LGD is the percentage of loss expected to be made if the default occurs in the next
12 months and Lifetime LGD is the percentage of loss expected to be made if the default occurs over the remaining
expected lifetime of the loan.
The ECL is determined by projecting the PD, LGD and EAD for each three bucket explained above and for each individual
exposure or collective segment. These three components are multiplied together and adjusted for the likelihood of survival

(i.e. the exposure has not prepaid or defaulted in an earlier month). This effectively calculates an ECL for each three
buckets, which is then discounted back to the reporting date and summed. The discount rate used in the ECL calculation
is the original effective interest rate or an approximation thereof.
The Lifetime PD is developed by applying a maturity profile to the current 12M PD. The maturity profile looks at how
defaults develop on a portfolio from the point of initial recognition throughout the lifetime of the loans. The maturity
profile is based on historical observed data and is assumed to be the same across all assets within a portfolio and credit
grade band. This is supported by historical analysis.
The 12-month and lifetime EADs are determined based on the expected payment profile. Estimate of an exposure at a
future default date – expected changes in exposure after the reporting date, including repayment of principal and interest,
and expected drawdowns on committed facilities. This is based on the contractual repayments owed by the borrower
over a 12 month or lifetime basis. This will also be adjusted for any expected overpayments made by a borrower. Early
repayment/refinance assumptions are also incorporated into the calculation.
The 12-month and lifetime LGDs are determined based on the factors which impact the recoveries made post default.
These vary by collateral type.
• For secured products, this is primarily based on collateral type and projected collateral values, historical discounts
to market/book values due to forced sales, time to repossession and recovery costs observed. the Group given its
experience of sale of properties taken into possession we have experienced that there is 22.5 % loss incurred on
the Outstanding amount (Principal + Interest). Hence the Group have taken 22.5% as LGD for computation of ECL
on Stage 1 / 2 and 3 books.
• For unsecured products basically written off cases , LGD’s has been maintained at 100% as loss given default as the
Group don’t foresee any cash flow on those assets.
Forward-looking economic variable/assumptions used are – such as how the maturity profile of the PDs and how
collateral values change etc. – are monitored and reviewed on a quarterly basis. While estimating the expected credit
losses, the Group reviews macro-economic developments occurring in the economy and market it operates in. On a
periodic basis, the Group analyses if there is any relationship between key economic trends like GDP, inflations rates
set by International Monetory Fund, inflation etc. with the estimate of PD, LGD determined by the Group based on
its internal data. While the internal estimates of PD, LGD rates by the Group may not be always reflective of such
relationships, temporary overlays are embedded in the methodology to reflect such macro-economic trends reasonably.
Impact of RBI Circular on subsidiary company Motilal Oswal Home Finance Limited- COVID-19 – Regulatory Package
As per Ind AS 109 - Financial Instruments, the subsidiary company Motilal Oswal Home Finance Limited has rebut the
presumption that the credit risk on a financial asset has increased significantly since initial recognition when contractual
payments are due for more than 30 days, for the customers who have availed moratorium relief through the RBI circular
of COVID-19 - Regulatory Package. The default period criteria of 90 days for the cases who has been provided moratorium
relief are accordingly freezed at the Days past due of those cases as at 1 March 2020.
In its ECL models, the subsidiary company Motilal Oswal Home Finance Limited also relies on a broad range of forward
looking information. In case of PD which represents the likelihood of a borrower defaulting on its financial obligation (as
per “Definition of default and credit-impaired” above), either over the next 12 months (12M PD), or over the remaining
lifetime (Lifetime PD) of the obligation, has created a blended PD based on the past historical movement of the customers
and an accelerated PD on the customers which has availed the moratorium benefit and expected to avail the benefit in
next 2 months. Accordingly it has computed the 12M PD and Lifetime PD.
The subsidiary company Motilal Oswal Home Finance Limited is of the opinion that it is pre-mature to predict the COVID
impact on the valuation of collaterals and hence have not changed the computation of LGD and kept the same as mentioned
earlier.
Loss allowance
The loss allowance recognised in the period is impacted by a variety of factors, as described below:
a. Transfers between Stage 1 and Stages 2 or 3 due to financial instruments experiencing significant increases (or
decreases) of credit risk or becoming credit-impaired in the period, and the consequent “step up” between 12-month
and Lifetime ECL;
b. Additional allowances for financial instruments de-recognised in the period;
c. Impact on the measurement of ECL due to changes in PDs, EADs and LGDs in the period, arising from regular refreshing
of inputs to models;

d. Financial assets derecognised during the period and write-offs of allowances related to assets that were written
off during the period. The write-off of loans with a total gross carrying amount of INR 42,116 Lakhs resulted in the
reduction of the Stage 3 loss allowance by the same amount.
Write-off policy
The Group writes off financial assets, in whole or in part, when it has exhausted all practical recovery efforts and has concluded
there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include
(i) ceasing enforcement activity and (ii) where the Group’s recovery method is foreclosing on collateral and the value of
the collateral is such that there is no reasonable expectation of recovering in full.
The Group may write-off financial assets that are still subject to enforcement activity. The Group still seeks to recover
amounts it is legally receivable in full, but which have been full / partially written off due to no reasonable expectation
of full recovery.
Modification of financial assets
The Group sometimes modifies the terms of home loans provided to customers due to commercial renegotiations, or
for distressed loans, with a view to maximising recovery.
Such restructuring activities include extended payment term arrangements, payment holidays and payment forgiveness.
Restructuring policies and practices are based on indicators or criteria which, in the judgement of management, indicate
that payment will most likely continue. These policies are kept under continuous review.
The risk of default of such assets after modification is assessed at the reporting date and compared with the risk under
the original terms at initial recognition, when the modification is not substantial and so does not result in derecognition
of the original asset. The Group monitors the subsequent performance of modified assets. The Group may determine
that the credit risk has significantly improved after restructuring, so that the assets are moved from Stage 3 or Stage 2
(Lifetime ECL) to Stage 1 (12-month ECL). This is only the case for assets which have performed in accordance with the
new terms for a year or more. Currently there hasnt been any case.
(II) Expected credit loss measurement for Trade receivables and MTF loans:
The Group applies the Ind AS 109 simplified approach to measuring expected credit losses (ECLs) for trade receivables
at an amount equal to lifetime ECLs. The ECLs on trade receivables as well as on margin trade funding (MTF) loans are
calculated based on actual historic credit loss experience over the preceding three to five years on the total balance of
non-credit impaired trade receivables.
For the purpose of computation of ECL, the term default implies an event where amount due towards margin requirement
and / or mark to market losses for which the client was unable to provide funds / collaterals to bridge the shortfall, the
same is termed as margin call triggered. When a trade receivable or MTF loans is credit impaired, it is written off against
respective financial assets and the amount of the loss is recognised in the income statement. Subsequent recoveries of
amounts previously written off are credited to the income statement.
The movement in expected credit loss- refer note 7 (Loans)
For determination of ECL on MTF loans, a staged approach is followed as below :
Stage 1 : All positions in the MTF loan book are considered as stage 1 asset for computation of expected credit loss. For
exposures where there has not been a significant increase in credit risk since initial recognition and that is not credit
impaired upon origination. Margin trading funding’s, Loans to subsidiaries and loans to staff are considered in stage 1 for
determination of ECL. Exposure to credit risk in stage 1 is computed considering historical probability of default, market
movements and macro-economic environment.
Stage 2 : Exposures under stage 2 include dues up to 90 days pertaining to principal amount, interest and any other
charges on the MTF loan book which are unsecured. While arriving at the secured position of the client, management
would also consider balance in client’s family accounts, securities in other segment and collaterals in form other than the
securities while considering the secured position of the client. At each reporting date, the Company assesses whether
there has been a significant increase in credit risk for financial assets since initial recognition. In determining whether
credit risk has increased significantly since initial recognition, the Company uses days past due information and other
qualitative factors to assess deterioration in credit quality of a financial asset.
For credit exposures where there has been a significant increase in credit risk since initial recognition but that are not
credit impaired, a lifetime ECL is recognised.

Stage 3 : Exposures under stage 3 include dues past 90 days pertaining to principal amount, interest and any other charges
on MTF loan book which are unsecured.
Financial assets are assessed as credit impaired when one or more events that have a detrimental impact on the estimated
future cash flows of the asset have occurred. For financial assets that have become credit impaired, a lifetime ECL is
recognised.
B Liquidity risk and funding management

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding
through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions.
Due to the dynamic nature of the underlying businesses, the Company treasury maintains flexibility in funding by maintaining
availability under committed credit lines.
Management monitors rolling forecasts of the Company’s liquidity position (comprising the undrawn borrowing facilities
below) and cash and cash equivalents on the basis of expected cash flows. In addition, the Company’s liquidity management
policy involves projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring balance
sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.
(i) Analysis of financial assets and liabilities by remaining contractual maturities
The table below summarises the maturity profile of the Company’s financial assets and liabilities.
As at 31 March 2020
R in Lakhs
Contractual maturities of assets and liabilities Less than 1 year 1 to 5 years above 5 Years Total
Financial assets
Cash and cash equivalents 84,352 – 84,352
Bank balance other than cash and cash 45,749 7,694 53,443
equivalents above
Receivables
(I) Trade receivables 74,553 – 74,553
(II) Other receivables 145 – 145
Loans 56,773 55,237 295,936 407,947
Investments 117,886 190,965 308,850
Other financial assets 1,325 13,600 14,925
Payables
(I) Trade payables 179,798 – 179,798
Debt securities 147,219 130,107 5,000 282,326
Borrowings (Other than debt securities) 69,699 102,436 8,220 180,355
Deposits – 12 12
Other financial liabilities 35,614 1,850 37,464
Total financial liabilities 432,330 234,405 13,220 679,955
As at 31 March 2019
R in Lakhs
Financial assets
Cash and cash equivalents 37,368 – – 37,368
Bank balance other than cash and cash 25,561 5,978 – 31,539
equivalents above
Receivables
(I) Trade receivables 151,733 – – 151,733
(II) Other receivables 76 – – 76
Loans 92,975 72,989 321,880 487,844
Investments 70,691 197,900 – 268,591
Other financial assets 9,020 182 – 9,202

R in Lakhs
Payables
(I) Trade payables 139,062 – – 139,062
Debt securities 97,616 153,074 7,470 258,160
Borrowings (Other than debt securities) 140,837 99,763 17,013 257,612
Deposits 5 5
Other financial liabilities 55,878 – – 55,878
Total financial liabilities 433,398 252,837 24,483 710,717
C Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises three types of risk: Foreign currency risk, interest rate risk and price risk.
(i) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes
in foreign exchange rates.
Foreign currency risk management
In respect of the foreign currency transactions, the Group does not hedge the exposures since the management believes
that the same is insignificant in nature and will not have a material impact on the Group.
(ii) Cash flow and fair value interest rate risk
The Group’s main interest rate risk arises from long-term borrowings/ debt securities and loans with variable rates,
which expose the Group to cash flow interest rate risk. The Group is exposed to interest rate risk as it is involved in
lending business. Interest rate risk can arise from either macro events in economy or due to company’s financial position.
Group tries to mitigate this risk by taking all positive measures which can boost profitability and strengthens company’s
balance sheet. Group takes continuous efforts to reduce its cost of funds by diversifying its liability mix and deepening
its relationship with lenders.
The Group’s fixed rate borrowings are not subject to interest rate risk as defined in Ind AS 107, since neither the carrying
amount nor the future cash flows will fluctuate because of a change in market interest rates.
Interest rate risk exposure
Out of the total Assets and Liabilities, exposure to the interest rate risk of the Group in mainly towards borrowings/ debt
securities and loan assets.
Sensitivity
Profit or loss is sensitive to higher/lower interest expense from borrowings as a result of changes in interest rates. Other
components of equity change as a result of an increase/decrease in the fair value of the cash flow hedges related to
borrowings.
The following table demonstrates the sensitivity to a reasonably possible change in interest rates (all other variables
being constant) of the Group’s statement of profit and loss and equity.
Particulars Impact on profit after tax
As at As at
31-Mar-20 31-Mar-19
Loans
Interest rates – increase by 100 basis points 2,427 3,048
Interest rates – decrease by 100 basis points 2,427 3,048
Borrowings
Interest rates – increase by 100 basis points 1,415 978
Interest rates – decrease by 100 basis points 1,415 978

Exposure of price risk

The company is exposed to price risk from its investment in mutual funds, equity shares, exchange traded funds classified
in the balance sheet at fair value through profit and loss or fair value through other comprehensive income.
The Investments held by the Company are ancillary to the Investment management business objective.
The investment in long term mutual fund is for high-RoE opportunities. They also serve as highly liquid “resources”
available for future investments in business, if required.

Exposure to price risk 175,066 197,894
Sensitivity to price risk
The following table summarises the impact of sensitivity of NAVs / price with all other variables held constant. The below
impact on the Company’s profit before tax is based on changes in the NAVs / price of the investments held at FVTPL/FVOCI
at balance sheet date:
Sensitivity 31-Mar-20 31-Mar-19
Impact on profit before tax for 10% increase in NAV/price 17,507 19,789
Impact on profit before tax for 10% decrease in NAV/price (17,507) (19,789)
NOTE 59 : CAPITAL MANAGEMENT

The Group manages its capital to ensure that the Group will be able to continue as going concern while maximizing the return to
stakeholder through the optimization of the debt and equity balance.
For the purpose of the Group’s capital management, capital includes issued capital and other equity reserves. The primary objective of
the Group’s capital management is to maximize shareholders value. The Group manages its capital structure and makes adjustments
in the light of changes in economic environment and the requirements of the financial covenants.
The capital composition is as follows:
Gross debt* 462,682 515,772
Less: Cash and bank balances 137,795 68,907
Net debt (A) 324,887 446,865
Total equity (B) 312,288 309,423
Gearing ratio (A / B) 104.03% 144.42%
*Debt includes debt securities as well as borrowings.
NOTE 60 : PRINCIPLES AND ASSUMPTIONS USED FOR CONSOLIDATED FINANCIAL STATEMENTS

AND PROFORMA ADJUSTMENTS:
a) The Consolidated Financial Statements have been prepared by applying the principles laid in the Indian Accounting Standard
(Ind AS) - 110 “Consolidated Financial Statements” and (Ind AS) - 28 “Investments in Associates and Joint Ventures” issued by
the Institute of Chartered Accountants of India for the purposes of these Consolidated Balance Sheet, Consolidated Statement
of Profit and Loss, Consolidated Statement of Cash Flows, Consolidated Statement of Changes in Equity and Summary of
significant accounting policies and other explanatory information to the consolidated financial statements, together referred
to in as ‘Consolidated Financial Statements.

The list of subsidiaries and associates in the consolidated financial statement are as under :-
Motilal Oswal Financial Services Limited (‘the Company’ or ‘the holding company’) shareholding in the following companies
as on 31 March, 2020 and 31 March, 2019 is as under:
Name of the Entities Country of Proportion of ownership interest
incorporation
As at As at
31-Mar-20 31-Mar-19
I) Name of the Subsidiary Companies
a) Direct Subsidiaries
Motilal Oswal Commodities Broker Private Limited India 100 100
MOPE Investment Advisors Private Limited India 87.16 85
Motilal Oswal Investment Advisors Limited (Formerly known as India 100 100
Motilal Oswal Investment Advisors Private Limited)
Motilal Oswal Fincap Private Limited (Formerly known as India 100 100
Motilal Oswal Insurance Brokers Pvt Ltd)
Motilal Oswal Finvest Limited (Formerly known as Motilal India 100 100
Oswal Capital Markets Ltd)
Motilal Oswal Wealth Management Limited India 100 100
Motilal Oswal Asset Management Company Limited India 98.64 97.62
Motilal Oswal Trustee Company Limited India 100 100
Motilal Oswal Securities International Private Limited India 100 100
Motilal Oswal Capital Markets (Singapore) Pte. Limited. Singapore 100 100
Motilal Oswal Capital Markets (Hong Kong) Private Limited Hong Kong 100 100
Motilal Oswal Home Finance Limited (formerly known as India 97.94 98.01
Aspire Home Finance Corporation Ltd
Motilal Oswal Finsec IFSC Limited India 100 0
Glide Tech Investment Advisory Private Limited India 100 0
b) Step down Subsidiaries
Motilal Oswal Real Estate Investment Advisors Private Limited India 87.16 85.00
Motilal Oswal Real Estate Investment Advisors II Private Limited India 78.44 76.50
India Business Excellence Management Company Mauritius 87.16 85.00
Motilal Oswal Asset Management (Mauritius) Limited Mauritius 98.64 97.62
Motilal Oswal Capital Limited India 98.64 97.62
II) Associate Enterprise
India Reality Excellence Fund II LLP India 20.44 20.44
III) Joint venture
India Business Excellance Fund III India 12.97 13.49

NOTE 61 :
Additional Disclosure pertaining to Subsidiaries/Associate as per division III of Companies Act, 2013
Name of the entity Net Assets (i.e. Total Assets Share in Profit & (Loss) Share in other Share in total
- Total Liabilities) comprehensive income comprehensive income
As % of Amount As % of Amount As % of Amount As % of Total Amount
Consolidated R in Lakhs Consolidated R in Lakhs Consolidated R in Lakhs Consolidated R in Lakhs
Net Assets Profit / (Loss) OCI Income
Parent
Motilal Oswal Financial Services 89.56% 276,414 107.32% 19,679 65.73% (3,932) 127.46% 15,746
Limited
Subsidiaries
Indian
Motilal Oswal Commodities Broker 0.29% 891 -0.02% (4) 0.00% – -0.03% (4)
Private Limited
Motilal Oswal Investment Advisors 3.25% 10,046 -6.45% (1,183) 0.03% (2) -9.59% (1,185)
Limited
(Formerly known as Motilal Oswal
Investment Advisors Private Limited)
MOPE Investment Advisors Private 1.97% 6,073 10.86% 1,991 0.14% (8) 16.05% 1,983
Limited
Motilal Oswal Finvest Limited 17.06% 52,638 -5.70% (1,045) 35.91% (2,148) -25.85% (3,193)
Capital Markets Ltd)
Motilal Oswal Wealth Management 2.57% 7,921 1.42% 260 -0.46% 27 2.33% 287
Limited
Motilal Oswal Fincap Private Limited 0.06% 183 0.35% 64 0.00% – 0.52% 64
Insurance Brokers Pvt Ltd)
Motilal Oswal Asset Management 11.17% 34,489 55.14% 10,111 -0.18% 11 81.93% 10,122
Company Limited
Motilal Oswal Trustee Company 0.01% 31 -0.02% (4) 0.00% – -0.03% (4)
Limited
Motilal Oswal Securities International 0.15% 461 0.00% 0 0.01% (1) 0.00% (0)
Private Limited
Motilal Oswal Real Estate Investment 0.00% 10 -0.02% (3) 0.00% – -0.02% (3)
Advisors Private Limited
Motilal Oswal Real Estate Investment 0.78% 2,409 6.26% 1,147 0.13% (8) 9.22% 1,140
Advisors II Private Limited
Motilal Oswal Home Finance Limited 28.10% 86,738 21.31% 3,908 -1.23% 73 32.23% 3,981
(formerly known as Aspire Home
Finance Corporation Limited)
Motilal Oswal Capital Limited 0.26% 807 0.13% 24 0.00% – 0.19% 24
Glide Tech Investment Advisory 0.01% 39 -0.34% (62) -0.03% 2 -0.49% (61)
Private Limited
Motilal Oswal Finsec IFSC Limited 0.00% – 0.04% 8 0.00% – 0.07% 8
Foreign
Motilal Oswal Capital Markets 0.05% 145 -0.06% (11) 0.00% – -0.09% (11)
(Honkong ) Private Limited
Motilal Oswal Capital Markets 0.43% 1,331 0.24% 43 0.00% – 0.35% 43
(Singapore) Pte. Limited

Name of the entity Net Assets (i.e. Total Assets Share in Profit & (Loss) Share in other Share in total
- Total Liabilities) comprehensive income comprehensive income
As % of Amount As % of Amount As % of Amount As % of Total Amount
Consolidated R in Lakhs Consolidated R in Lakhs Consolidated R in Lakhs Consolidated R in Lakhs
Net Assets Profit / (Loss) OCI Income
India Business Excellence 0.32% 973 3.27% 600 0.00% – 4.86% 600
Management Company
Motilal Oswal Asset Management 0.09% 290 -0.05% (9) 0.00% – -0.07% (9)
(Mauritius) Pvt. Ltd.
Total 156.13% 481,889 193.68% 35,514 100.05% (5,986) 239.04% 29,528
Associates & Joint Venture
Indian
India Reality Excellence Fund II LLP 1.43% 4,407 1.46% 267 0.00% – 2.17% 267
India Business Excellence Fund III 5.01% 15,461 12.62% 2,315 0.00% 18.74% 2,315
Total 6.44% 19,868 14.08% 2,582 0.00% – 20.90% 2,582
Eliminations Adjusted -61.39% (189,469) -104.37% (19,138) 0.00% – -154.92%
(19,138)
Net Total 101.18% 312,288 103.39% 18,958 100.06% (5,986) 105.02% 12,972
Minority Interest in all Subsidiaries -1.18% (3,658) -3.39% (621) -0.06% 3 -4.99% (618)
Grand Total 100.00% 308,630 100.00% 18,337 100.00% (5,982) 100.00% 12,354
NOTE 62 : NEGATIVE PRICE SETTLEMENT OF FUTURES APRIL WEST TEXAS INTERMEDIATE(WTI)

CONTRACT
On 20 April 2020 due to the significant fall in global crude oil prices, Futures April West Texas Intermediate(WTI) Contract traded
on Multi Commodity Exchange (‘MCX’) was settled in negative prices as per MCX circular dated April 21,2020. The customers who
entered on the buy side of the contract had to settle for negative price on expiry. While entering the contract for taking exposure
on the contract value, the customers were required to pay only the margin as required by the exchange including mark to market
losses. In relation to such contracts, the Company has net receivables from the clients aggregating R 8,931 lakhs. A writ petition has
been filed in the Honourable High Court of Bombay, against negative price settlement of Crude Oil on 21 April 2020. Also MOFSL has
filed an petition u/s 9 of Arbitration Act, 1996 against one of the major client for securing recovery of an amount of R 8,074 Lakhs
. Since the condition, i.e., fall in Crude Oil price occurred subsequent to the balance sheet date, the same has been considered as
a non-adjusting event in the financial statements, in accordance with the requirements of Indian Accounting Standard - 10, Events
after the reporting period.
NOTE 63 :
Amounts below 0.50 lakhs are rounded off and shown as “0”.
As per our attached Report of even Date


Financial Highlights of Subsidiary
FINANCIAL HIGHLIGHTS OF SUBSIDIARY FOR YEAR ENDED 31 MARCH 2020

Form AOC-I
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part “A”: Subsidiaries

R in Lakhs
1 Sl. No. 1 2 3 4 5 6
2 Name of the subsidiary Motilal Oswal MOPE Motilal Oswal Motilal Motilal Oswal Motilal
Investment Investment Commodities Oswal Fincap Finvest Limited Oswal Asset
Advisors Limited Advisors Private Broker Private Private Limited (MOFL) Management
Limited (MOPE) Limited (MOCBPL) (MOFPL) Company Limited
(MOAMC)
3 The date since when subsidiary 16–06–06 18–05–06 06–04–06 04–09–09 18–12–07 14–11–08
was acquired
4 Reporting period for the
subsidiary concerned, if different
The reporting period of all the subsidiaries is similar as of holding company
from the holding company’s
reporting period
5 Reporting currency and NA NA NA NA NA NA
exchange rate as on the last date
of the relevant financial year in
the case of foreign subsidiaries
6 Share capital 100 6 41 300 4,936 6,774
7 Reserves & surplus 9,946 6,067 850 (117) 47,702 27,715
8 Total assets 10,797 8,095 26,437 188 77,633 42,472
9 Total Liabilities 751 2,022 25,546 6 24,995 7,983
10 Investments 9,746 2,592 – – 49,552 26,671
11 Turnover 1,211 7,264 15 79 4,586 55,128
12 Profit before taxation (1,375) 2,748 (5) 64 (1,066) 13,692
13 Provision for taxation (191) 757 (1) 0 (21) 3,581
14 Profit after taxation (1,183) 1,991 (4) 64 (1,045) 10,111
15 Other Comprehensive Income (2) (8) – – (2,149) 11
16 Total Comprehensive Income (1,185) 1,983 (4) 64 (3,193) 10,122
17 Proposed dividend – – – – – –
18 % of shareholding 100 87.16 100 100 100 98.64

Financial Highlights of Subsidiary (Contd..)
R in Lakhs
1 Sl. No. 7 8 9 10 11 12
2 Name of the subsidiary Motilal Motilal Oswal Glide Tech Motilal Oswal Motilal Oswal Motilal
Oswal Trustee Capital Limited Investment Wealth Securities Oswal Capital
Company (MOCL) Advisory Private Management International Markets (HK)
Limited Limited Limited Private Limited Private Limited
(MOTC) (GTIAPL) (MOWML) (MOSIPL) (MOCMPL(HK))
3 The date since when subsidiary was 14–11–08 19–09–16*** 25–11–19 29–09–08 27–06–11 30–09–11
acquired
4 Reporting period for the subsidiary
concerned, if different from the The reporting period of all the subsidiaries is similar as of holding company
holding company’s reporting period
5 Reporting currency and exchange NA NA NA NA NA 1 HKD = R 9.649
rate as on the last date of the
relevant financial year in the case of
foreign subsidiaries
6 Share capital 10 800 100 8 457 412
7 Reserves & surplus 21 7 (61) 7,913 4 (267)
8 Total assets 31 813 61 9,801 501 156
9 Total Liabilities 1 7 22 1,879 40 11
10 Investments 27 201 – 7,006 –
11 Turnover 15 128 – 10,037 147 87
12 Profit before taxation (3) 35 (77) 437 19 (11)
13 Provision for taxation 1 11 (14) 177 19 –
14 Profit after taxation (4) 24 (62) 260 0 (11)
15 Other Comprehensive Income – – 2 27 (1) –
16 Total Comprehensive Income (4) 24 (61) 287 (0) (11)
18 % of shareholding 100 98.64 100 100 100 100

R in Lakhs
1 Sl. No. 13 14 15 16 17 18 19
2 Name of the subsidiary Motilal Oswal Motilal Oswal Motilal Oswal Motilal Oswal Motilal India Business Motilal
Capital Markets Home Finance Real Estate Real Estate Oswal Asset Excellence Oswal
(Singapore) Pte. Limited (formerly Investment Investment Management Management Finsec IFSC
Limited known as Aspire Advisors Private Advisors II (Mauritius) Company Limited
Home Finance Limited (MORE) Private Limited Private Limited (IBEMC) (MOFIL)
Corporation (MORE II) (MOAMC
Limited) (Mauritius))
3 The date since when 30–09–11 01–10–13 13–09–13* 07–03–14** 08–01–15*** 21–03–14* 07–05–18
subsidiary was acquired
4 Reporting period for the
subsidiary concerned, if
The reporting period of all the subsidiaries is similar as of holding company
different from the holding
company’s reporting period
5 Reporting currency and 1 SGD = R 52.539 NA NA NA 1 USD = R 1 USD = R NA
exchange rate as on the last 74.8109 74.8109
date of the relevant financial
year in the case of foreign
subsidiaries
6 Share capital 1,041 60,130 100 1 479 18 240
7 Reserves & surplus 290 26,608 (90) 2,408 (189) 955 8
8 Total assets 1,457 388,739 11 3,918 349 980 248
9 Total liabilities 127 302,001 0 1,509 59 7 0
10 Investments – – 9 0 0 1 –
11 Turnover 311 57,644 0 4,413 251 1,545 11
12 Profit before taxation 45 6,092 (3) 1,621 (9) 618 8
13 Provision for taxation 2 2,184 0 474 – 18 –
14 Profit after taxation 43 3,908 (3) 1,147 (9) 600 8
15 Other Comprehensive – 73 – (8) – – –
Income
16 Total Comprehensive 43 3,981 (3) 1,140 (9) 600 8
Income
18 % of shareholding 100 97.94 87.16 78.44 98.64 87.16 100
* through MOPE; ** through MORE; *** through MOAMC
Notes:-
1. Two subsidiaries of the company Glide Tech Investment Advisory Private Limited and Motilal Oswal Finsec IFSC Limited yet to
commence the operation.
2. There are no subsidiaries which were liquidated or sold off during the year under review.
3. Share application money is not included in total liability as well as share capital.
4. Turnover includes other income.
5. Percentage of shareholding is Effective Shareholding.

Part “B”: Associates and Joint Ventures *

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to associate companies and joint ventures
Name of Latest audited Shares of Associate/Joint Ventures Description Reason why the Networth Profit / Loss for the year
Associates/Joint Balance Sheet held by the company on the year end of how there associate/joint attributable to
Ventures Date No. Amount of is significant venture is not Shareholding i. Considered in i. Not
Investment in influence consolidated as per latest Consolidation Considered in
Associates/Joint audited Balance Consolidation
Venture Sheet
NOT APPLICABLE
* Disclosure is given only in case of associate company and not in case of other enterprises. The Group consolidates IREF II LLP as
an associates following equity accounting.

POWERING
AHEAD
MOTILAL OSWAL FINANCIAL SERVICES LTD.

Motilal Oswal Tower, Rahimtullah Sayani Road, Opp. Parel ST Depot, Prabhadevi, Mumbai-400025
www.motilaloswalgroup.com ANNUAL REPORT 2019-20
Notice
MOTILAL OSWAL FINANCIAL SERVICES LIMITED

CIN: L67190MH2005PLC153397
Registered Office: Motilal Oswal Tower, Rahimtullah Sayani Road, Opposite Parel ST Depot, Prabhadevi, Mumbai-400025, Maharashtra, India
E-mail: [email protected] | Website: www.motilaloswalgroup.com
Tel: +91 22 7193 4200 / +91 22 7193 4263 | Fax: +91 22 5036 2365
NOTICE OF THE FIFTEENTH ANNUAL GENERAL MEETING

Notice is hereby given that the Fifteenth Annual General Meeting (“AGM”) of the Members of Motilal Oswal Financial Services
Limited (“the Company”) will be held on Thursday, July 30, 2020 at IST 4.00 p.m. through Video Conferencing (“VC”) / Other Audio
Visual Means (“OAVM”) to transact the following businesses. The venue of the meeting shall deemed to be the Registered Office
of the Company at Motilal Oswal Tower, Rahimtullah Sayani Road, Opposite Parel ST Depot, Prabhadevi, Mumbai - 400 025.
ORDINARY BUSINESSES:
1. To consider and adopt the Audited Standalone Financial Statement of the Company together with the Report of the Board
of Directors and the Auditors thereon for the financial year ended March 31, 2020.
2. To consider and adopt the Audited Consolidated Financial Statement of the Company together with the Report of the
Auditors thereon for the financial year ended March 31, 2020.
3. To confirm the interim dividend paid @ R 4.00/- per Equity Share to its equity shareholders for the financial year ended
March 31, 2020.
4. To appoint a Director in place of Mr. Navin Agarwal (DIN: 00024561), who retires by rotation, and being eligible, offers
himself for re-appointment.
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:-
RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013,
Mr. Navin Agarwal (DIN: 00024561), who retires by rotation, be and is hereby re-appointed as a director liable to retire by rotation.
SPECIAL BUSINESSES:
ITEM NO. 5
Appointment of Mr. Chitradurga Narasimha Murthy (C. N. Murthy) (DIN: 00057222) as an Independent
Director of the Company
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 149, 152, 160, 161 and any other applicable provisions of the Companies
Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV to the
said Act (including any statutory modification(s) or re-enactment thereof for the time being in force), the relevant provisions of
the Articles of Association of the Company and pursuant to the recommendation made by the Nomination and Remuneration
Committee and approval of the Board, Mr. Chitradurga Narasimha Murthy (C. N. Murthy) (DIN: 00057222), being appointed
as an Additional Independent Director of the Company with effect from July 1, 2020 and who holds office up to the date of
this Annual General Meeting of the Company, be and is hereby appointed as an Independent Director of the Company for a
term of 3 years i.e. from July 1, 2020 to June 30, 2023.
RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board (including any Committee thereof) be
and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or
desirable, including without limitation to settle any question, difficulty or doubt that may arise in this regard.”

Notice (Contd..)
ITEM NO. 6
Appointment of Mr. Pankaj Bhansali (DIN: 03154793) as an Independent Director of the Company
“RESOLVED THAT pursuant to the provisions of Section 149, 152, 160, 161 and any other applicable provisions of the Companies Act,
2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV to the said Act
(including any statutory modification(s) or re-enactment thereof for the time being in force), the relevant provisions of the Articles
of Association of the Company and pursuant to the recommendation made by the Nomination and Remuneration Committee and
approval of the Board, Mr. Pankaj Bhansali (DIN: 03154793)), being appointed as an Additional Independent Director of the Company
with effect from July 1, 2020 and who holds office up to the date of this Annual General Meeting of the Company, be and is hereby
appointed as an Independent Director of the Company for a term of 3 years i.e. from July 1, 2020 to June 30, 2023.
RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board (including any Committee thereof) be and
is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or desirable,
including without limitation to settle any question, difficulty or doubt that may arise in this regard.”
ITEM NO. 7
Appointment of Mrs. Divya Momaya (DIN: 00365757) as an Independent Director of the Company
“RESOLVED THAT pursuant to the provisions of Section 149, 152, 160, 161 and any other applicable provisions of the Companies Act,
2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV to the said Act
(including any statutory modification(s) or re-enactment thereof for the time being in force), the relevant provisions of the Articles
of Association of the Company and pursuant to the recommendation made by the Nomination and Remuneration Committee and
approval of the Board, Mrs. Divya Momaya (DIN: 00365757), being appointed as an Additional Independent Director of the Company
with effect from July 1, 2020 and who holds office up to the date of this Annual General Meeting of the Company, be and is hereby
appointed as an Independent Director of the Company for a term of 3 years i.e. from July 1, 2020 to June 30, 2023.
ITEM NO. 8
Approval to Material Wholly Owned Subsidiary, Motilal Oswal Finvest Limited, for Selling, Leasing and Disposing
of its Assets in excess of twenty percent of its total assets, respectively in any financial year
To consider and if thought fit, to pass the following resolution as Special Resolution:
“RESOLVED THAT pursuant to Regulation 24(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”) and any other law for the time being in force and in accordance with the Policy on determination of material subsidiaries
adopted by Company, approval of the Company be and is hereby accorded to Motilal Oswal Finvest Limited (“MOFL”), a material
wholly owned subsidiary of the Company, to sell, lease or dispose (including by way of liquidation of its investments) its assets or
mortgage or creation of security interests of any kind and in such manner as may be agreed by the Board of Directors of MOFL and
the lenders, on all or any of the present and future immovable and / or movable properties / assets of the MOFL wherever situated,
of every nature and kind whatsoever to secure any Indian Rupee loans, debentures, advances and all other borrowings availed / to
be availed by the MOFL of its assets in any financial year in excess of twenty per cent of the total assets of MOFL and on such terms
and conditions as the Board of Directors of MOFL may deem fit.
RESOLVED FURTHER THAT any Director of MOFL or any authorised signatory be and are hereby severally authorized to negotiate
and finalize the terms and conditions for such sale or lease or dispose of the said assets and to sign such documents, deeds, writings,
letters and any other papers in connection thereto and to make modifications thereto as may be necessary or expedient and further
to authorize any of its Director(s) and / or any Officer(s) to do all such acts, deeds or things incidental or expedient thereto and as
the Board deem fit from time to time.
2 NOTICE - FIFTEENTH ANNUAL GENERAL MEETING

Notice (Contd..)
By Order of the Board
Sd/-
Kailash Purohit
(ACS: 28740)
Date: June 30, 2020
Place: Mumbai
Notes:
1. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”) vide its circular dated May 05, 2020
read with circulars dated April 08, 2020 and April 13, 2020 (collectively referred to as “MCA Circulars”) and Securities and
Exchange Board of India (“SEBI”) vide circular dated May 12, 2020 (“SEBI Circular”) permitted the holding of the Annual General
Meeting (“the AGM”) through Video Conferencing (VC) / Other Audio Visual Means (OAVM), without the physical presence of
the Members (also referred as “Shareholders”) at a common venue. In compliance with the provisions of the Companies Act,
2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), MCA Circulars
and SEBI Circular (amended from time to time), the AGM of the Company is being held through VC / OAVM and Members can
attend and participate in the ensuing AGM through VC / OAVM.
For this purpose, necessary arrangements have been made by the Company with Central Depository Services (India) Limited
(“CDSL”) and instructions for the process to be followed for attending and participating in the ensuing AGM through VC / OAVM
is forming part of this Notice.
2. The Statement as required under Section 102 of the Act relating to the Special Businesses to be transacted at the AGM is
annexed hereto. Further, the explanatory statement relating to Ordinary Business in item no. 4 to be transacted at the AGM is
also annexed hereto.
3. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration)
Rules, 2014 (as amended) and Regulation 44 of the Listing Regulations and MCA Circulars, the Company is providing facility of
Remote e-voting (E-voting from a place other than venue of the Meeting) and E-voting during AGM, to its Members in respect
of the businesses to be transacted at the AGM.
For this purpose, necessary arrangements have been made by the Company with CDSL to facilitate Remote e-voting and E-voting
during AGM. The instructions for the process to be followed for Remote e-voting and E-voting during AGM is forming part of
this Notice.
4. Pursuant to Section 105 of the Act and Rule 19 of the Companies (Management and Administration) Rules, 2014 (as amended
from time to time), a member entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and
vote, instead of himself / herself and the proxy need not be a Member of the Company. However, pursuant to MCA Circulars
and SEBI Circular, since the AGM will be held through VC / OAVM, the physical attendance of Members in any case has been
dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and
hence the Proxy Form is not annexed to this Notice.
5. Pursuant to Section 113 of the Act, representatives of Corporate Members may be appointed for the purpose of voting
through Remote e-voting or for participation and voting in the AGM to be conducted through VC / OAVM. Corporate Members
intending to attend the AGM through their authorised representatives are requested to send a Certified True Copy of the
Board Resolution and Power of Attorney, (PDF / JPG Format), authorizing its representative to attend and vote on their behalf
at the AGM. The said Resolution / Authorisation shall be sent to the Company by e-mail through its registered e-mail address
at [email protected] with a copy marked to [email protected].
6. In compliance with the aforesaid MCA Circulars and SEBI Circular, Notice of the AGM along with the Annual Report for FY 2019-20
is being sent only through electronic mode to those Members whose name appear in the Register of Members / Beneficial
Owners maintained by the Depositories as on benpos date i.e. Friday, June 26, 2020 and whose email addresses are registered
with the Company / Depositories. Members may note that the Notice and Annual Report for FY 2019-20 will also be available
on website of the Company, i.e. www.motilaloswalgroup.com, website of the Stock Exchanges i.e. BSE Limited and National

Notice (Contd..)
Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of the CDSL at
www.evotingindia.com.
7. Process for registration of e-mail ID for obtaining Annual Report in electronic mode and User ID / password for E-voting is
annexed to this Notice.
8. The Relevant documents referred to in the accompanying Notice and the Explanatory Statement, Registers and all other
documents will be available for inspection in electronic mode. Members can inspect the same up to the date of AGM, by sending
an e-mail to the Company at [email protected].
9. The Company has appointed Mr. Umashankar K. Hegde, Practicing Company Secretary as the Scrutinizer for scrutinizing the
Remote e-voting and E-voting process to ensure that the process is carried out in a fair and transparent manner.
10. Interim dividend for the financial year ended March 31, 2020 @ R 4.00/- per Equity Share was paid by February 20, 2020.
11. The Member whose name appears on the Register of Members / Beneficial Owners maintained by the Depositories as on cut-
off date i.e. Friday, July 24, 2020 will only be considered for the purpose of Remote e-voting and E-voting.
12. Voting rights shall be reckoned on the paid-up value of shares registered in the name of Members / Beneficial Owners maintained
by the Depositories as on the cut-off date i.e. Friday, July 24, 2020.
13. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of
Members of the Company will be entitled to vote at the AGM.
14. The Members attending the AGM should note that those who are entitled to vote but have not exercised their right to vote
by Remote e-voting, may vote during the AGM through E-voting for all businesses specified in the accompanying Notice. The
Members who have exercised their right to vote by Remote e-voting may attend the AGM but shall not vote at the AGM.
15. Members who are holding shares in physical form or who have not registered their email address with the Company / Depository
or any person who acquires shares of the Company and becomes a Member of the Company after the Notice has been sent
electronically by the Company, and holds shares as of the cut-off date, i.e. Friday, July 24, 2020, may obtain the User ID and
password by sending a request at [email protected] or [email protected]. However, if a Member
is already registered with CDSL for Remote e-voting and E-voting then existing User ID and password can be used for casting
vote.
16. A person who is not a Member as on the cut-off date i.e. Friday, July 24, 2020 should treat this Notice for information purpose
only.
17. Members can avail the facility of nomination in respect of the Equity Shares held by them in physical form pursuant to the
provisions of Section 72 of the Act read with rules thereunder. Members desiring to avail this facility may send their nomination
in Form SH-13 duly filled in to the Registrar & Share Transfer Agent (“RTA”) of the Company i.e. Link Intime India Private Limited.
Further, members desirous of cancelling / varying nomination pursuant to the provisions of the Act are requested to send their
requests in Form SH. 14 to RTA of the Company. These forms will be made available on request.
18. The Members who still hold share certificate(s) in physical form are advised to dematerialise their shareholding to avail the
benefits of dematerialization, which include easy liquidity, since trading is permitted in dematerialised form only, electronic
transfer, savings in stamp duty and elimination of any possibility of loss of documents and bad deliveries. Further, effective from
April 01, 2019, requests for effecting transfer of securities shall not be processed unless the securities are held in a dematerialized
form with a depository except in case of transmission or transposition of securities as per the Listing Regulations. Therefore,
the Members who still hold share certificate(s) in physical form are advised to dematerialize their shareholding at the earliest.
19. Unclaimed Dividend
Pursuant to the provisions of Section 124 and 125 of the Act read with the Investor Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividends which remain unclaimed / unpaid for a period of 7 years are
required to be transferred to Investor Education and Protection Fund (“IEPF”).
The Company requests the Members to claim the unclaimed dividends within the prescribed period. The details of the unclaimed
dividends are available on the website of the Company at www.motilaloswalgroup.com and MCA at www.iepf.gov.in. The
Members can contact Link Intime India Private Limited for claiming the unclaimed dividends standing to the credit in their
account.
20. Shares transferred to IEPF:
The Equity shares in respect to which dividend has not been encashed for seven consecutive years or more will be required to
transfer to IEPF pursuant to Section 124(6) of the Act. Relevant details in this respect are posted on the website of the Company
at www.motilaloswalgroup.com in Investor Relations section.

Notice (Contd..)
In this regard, the Company has sent intimations to the Members from time to time. The Members are requested to contact
Company or RTA to claim their dividend and in case of any pending legal disputes, provide certified copy of order from
Court / Authority restraining transfer, payment of dividend etc. During the financial year 2019-20, the Company has transferred
1,243 equity shares on September 16, 2019 and 55 equity shares on November 29, 2019 to IEPF.
21. SEBI has mandated the registration of Permanent Account Number (PAN) and Bank Account Details for all securities holders.
Members holding shares in physical form are therefore, to send duly signed letter including Folio No., Bank Account Details
(account number, 9 digit MICR code and 11 digit IFSC), e-mail IDs and mobile number along with self-attested copy of PAN Card and
original cancelled cheque to RTA / Company through e-mail at [email protected] /[email protected].
The original cancelled cheque should bear the name of the Member. Members holding shares in demat form are requested to
submit the aforesaid information to their respective Depository Participant.
22. The Company confirms that all the Employee Stock Options Schemes of the Company are falling under direct route and not Trust
route and accordingly the provisions related to Trust route as specified in the SEBI (Share Based Employee Benefits) Regulations,
2014 are not applicable to the aforesaid Schemes of the Company. Further, all the permanent employees (except the persons
as mentioned in the regulations) of the Company, its holding company and its subsidiary companies are entitled to participate
in said schemes of the Company. Further, the Company confirms that the Company has not granted employee stock options
equal to or exceeding one percent of the issued capital of the Company at the time of grant of stock options to any employees
of the Company /Holding Company /Subsidiary Company.
23. Additional Information of Directors seeking appointment / re-appointment at the ensuing AGM, as required under Regulation
36(3) of the Listing Regulations and Clause 1.2.5 of the Secretarial Standard-2 on General Meetings (“SS-2”), is annexed to the
Notice.
24. All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL,)
Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg,
Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call 1800225533.
25. Since the AGM will be held through VC / OAVM, the Route Map and Attendance Slip are not annexed to this Notice.
Voting Results:
1. The Scrutinizer shall, after the conclusion of the AGM, electronically submit the Consolidated Scrutinizer’s Report (i.e. votes
cast through Remote e-voting and E-voting during AGM) of the total votes cast in favour or against the resolution and invalid
votes, to the Chairman of the AGM or to any other person authorised by the Chairman of the Company.
2. Based on the Scrutinizer’s Report, the Company will submit within 48 hours of the conclusion of the AGM to the Stock Exchanges,
details of the voting results as required under Regulation 44(3) of the Listing Regulations.
3. The result declared along with Scrutinizer’s Report will be placed on the website of the Company at www.motilaloswalgroup.com
and on the website of CDSL at www.evotingindia.com.
INSTRUCTIONS FOR REMOTE E-VOTING AND E-VOTING DURING AGM

I. INSTRUCTIONS FOR REMOTE E-VOTING:
The detailed process, instructions and manner for availing Remote e-voting facility is provided herein below:
(i) The Remote e-voting period commences on Monday, July 27, 2020 at IST 9.30 a.m. and ends on Wednesday, July 29, 2020 at
IST 5.00 p.m. During this period, shareholders’ of the Company, holding shares either in physical form or in dematerialized
form, as on the cut-off date i.e. Friday, July 24, 2020 may cast their vote electronically. The Remote e-voting module shall
be disabled by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the AGM date would not be entitled to vote at the AGM.
(iii) The equity shareholders should log on to the E-voting website www.evotingindia.com.
(iv) Click on “Shareholders / Members” tab to cast your votes.
(v) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

Notice (Contd..)
(vi) Next enter the Image Verification as displayed and Click on Login.
(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any
company, then your existing password is to be used.
(viii) If you are a first time user follow the steps given below:
For Equity Shareholders holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for
both i.e. for equity shareholders holding shares in Demat Form and Physical Form)
• Equity shareholders who have not updated their PAN with the Company / Depository
Participant are requested to use the sequence number which is printed on Postal Ballot
Form indicated in the PAN field.
Dividend Bank Details Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in
OR Date of Birth (DOB) your demat account or in the Company records in order to login.
• If both the details are not recorded with the Company / Depository Participant, please
enter the DP ID and Client ID / Folio number in the Dividend Bank details field as
mentioned in instruction (v).
(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) Members holding shares in physical form will then directly reach the Company selection screen. However, equity shareholders
holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter
their login password in the new password field. Kindly note that this password is to be also used by the demat holders for
voting for resolutions of any other company on which they are eligible to vote, provided that company opts for E-voting
through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost
care to keep your password confidential.
(xi) For equity shareholders holding shares in physical form, the details can be used only for E-voting on the resolutions contained
in this Notice.
(xii) Click on the Electronic Voting Sequence Number (“EVSN”) for the relevant “Motilal Oswal Financial Services Limited” on
which you choose to vote.
(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select
the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you
dissent to the Resolution.
(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you
wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xviii) If demat account holder has forgotten the changed password then Enter the User ID and the image verification code and
click on Forgot Password & enter the details as prompted by the system.
(xix) Equity Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The
m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from
the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app
while voting on your mobile.
(xx) Note for Non-Individual Shareholders and Custodians
• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to
www.evotingindia.com and register themselves as Corporates.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to
[email protected].
• After receiving the login details a Compliance User should be created using the admin login and password. The
Compliance User would be able to link the account(s) for which they wish to vote on.

Notice (Contd..)
• The list of accounts linked in the login should be mailed to [email protected] and on approval of the
accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian,
if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• Alternatively Non Individual shareholders are required to send the relevant Board Resolution / Authority letter etc.
together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer
and to the Company at [email protected], if they have voted from individual tab & not uploaded same
in the CDSL E-voting system for the scrutinizer to verify the same.
(xxi) In case you have any queries or issues regarding E-voting, you may refer the Frequently Asked Questions (“FAQs”) and
E-voting manual available at www.evotingindia.com, under help section or write an email to [email protected]
or call 1800225533.
II. INSTRUCTIONS FOR E-VOTING DURING THE AGM:

1. The procedure for E-voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.
2. Only those Members, who are present in the AGM through VC / OAVM and have not casted their vote on the Resolutions
through Remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through E-voting system
available during the AGM.
3. Members who have voted through Remote e-voting will be eligible to attend the AGM. However, they will not be eligible
to vote at the AGM.
Instructions for attending the AGM through VC / OAVM:

1. Member will be provided with a facility to attend the AGM through VC / OAVM through the CDSL E-voting system. Members
may access the same at https://www.evotingindia.com under shareholders / members login tab by using the Remote e-voting
credentials. The link for VC/OAVM will be available 15 minutes before the scheduled time of AGM in shareholder / members
login tab where the EVSN of Company will be displayed.
2. The Members can join the AGM in the VC / OAVM mode 15 minutes before the scheduled time of the commencement of
the AGM by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC / OAVM
will be made available to at least 1000 members on first come first served basis.
This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors,
Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee
and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account
of first come first served basis.
3. The attendance of the Members attending the AGM through VC / OAVM will be counted for the purpose of ascertaining
the quorum under Section 103 of the Act.
4. Members are encouraged to join the AGM through Laptops / IPads for better experience.
5. Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the AGM.
6. Please note that Participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot
may experience Audio / Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable
Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
7. The Members who would like to express their views / ask questions during the AGM may register themselves as a speaker
by sending their request from their registered e-mail Id mentioning their name, demat account number / folio number,
email id, mobile number at [email protected] up to July 24, 2020 (IST 5.00 p.m.). Those Members who
have registered themselves as a speaker will only be allowed to express their views / ask questions during the AGM.
8. The Members who do not wish to speak during the AGM but have queries may send their queries from their registered e-mail
Id mentioning their name, demat account number / folio number, email id, mobile number at [email protected]
up to July 24, 2020 (IST 5.00 p.m.). These queries will be replied by the Company appropriately during the AGM. Alternatively,
members can also put question on the Q&A box available at the time of the AGM.
9. Members who need technical assistance before or during the AGM can send an email to [email protected]
or call 1800225533.

Notice (Contd..)
Instructions for Shareholders for Registration of E-Mail Address

I. Temporary Registration for Demat shareholders:
The Members of the Company holding Equity Shares of the Company in Demat Form and who have not registered their
e-mail addresses may temporarily get their e-mail addresses registered with the Company by sending the mail to the
Company at [email protected]. The Members are requested to provide details such as Name, DP ID, Client
ID / PAN, mobile number and e-mail id.
II. Permanent Registration for Demat Shareholders:
It is clarified that for permanent registration of e-mail address, the Members are requested to register their e-mail address,
in respect of demat holdings with the respective Depository Participant (“DP”) by following the procedure prescribed by
the DP.
III. Registration for Shareholders holding physical shares:
The Members of the Company holding Equity Shares of the Company in physical Form and who have not registered their
e-mail addresses may get their e-mail addresses registered with RTA of the Company i.e. Link Intime India Private Limited
by sending the request at [email protected]. The Members are requested to provide details such as Name,
Folio Number, Certificate number, PAN, mobile number and e-mail id and the image of share certificate in PDF or JPEG
format. (up to 1 MB).

Notice (Contd..)
ANNEXURE TO THE NOTICE

The Statement under Section 102 of the Companies Act, 2013 (“the Act”)
ITEM NO. 4
In terms of the provisions of section 152 of the Companies Act, 2013 (“the Act”) and in accordance with the Articles of Association of
the Company, the two third of the total number of Directors, excluding Independent Directors, shall be eligible to retire by rotation,
out of which, one-third shall retire. The Directors which are liable to retire by rotation would be those who have been longest in
office since their last appointment.
Accordingly, Mr. Motilal Oswal, Mr. Raamdeo Agarawal, Mr. Navin Agarwal and Mr. Ajay Menon, non-independent directors are
eligible to retire by rotation. However, since, Mr. Navin Agarwal and Mr. Ajay Menon were appointed on the same day i.e. August 21,
2018 and both being longest in the office, as per mutual agreement, Mr. Navin Agarwal will retire by rotation and would be eligible
for re-appointment in this Annual General Meeting.
Mr. Agarwal is the Managing Director of Motilal Oswal Financial Services Limited. He joined Motilal Oswal Group in 2000 and has
been responsible for building a market-leading position in Institutional Equities. He is a part of the Executive Board that drives
business strategy and reviews for all businesses besides capital allocation of the group.
He started his career as a Senior Analyst with Insight Asset Management in 1994. In the year 1996, he was appointed the Head of
Research and subsequently took up the additional responsibility of Portfolio Management in 1998.
Mr. Agarwal is affiliated with prestigious organizations like Institute of Chartered Accountants of India, Institute of Cost and Works
Accountant of India, Institute of Company Secretaries of India and CFA Institute, Virginia.
Mr. Agarwal has also co-authored a Book ‘India’s Money Monarchs’ featuring interactions with India’s leading investment managers.
Accordingly, the Board recommends the Ordinary Resolution set out in Item No. 4 of the Notice for approval of the Members.
Save and except Mr. Agarwal who is appointee, none of the other Directors and Key Managerial Personnel of the Company or their
respective relatives except to the extent of their shareholding, if any, in the Company are concerned or interested, financial or
otherwise, in said Resolution.
ITEM NO. 5, 6 & 7

Pursuant to the recommendation of Nomination and Remuneration Committee and approval of the Board, the Members at the Twelfth
Annual General Meeting (“AGM”) of the Company scheduled on July 27, 2017 had re-appointed Mr. Vivek Paranjpe (DIN: 03378566),
Mr. Praveen Tripathi (DIN: 03154381) and Ms. Sharda Agarwal (DIN: 00022814) as Independent Director of the Company for 2nd term
of 3 years for holding office from conclusion of Twelfth AGM of the Company till the conclusion of Fifteenth AGM of the Company,
without being liable to retire by rotation.
Since the aforesaid 2nd term of appointment as Independent Directors is set to expire in the Fifteenth AGM of the Company, on
recommendation of Nomination and Remuneration Committee, pursuant to the recommendations by Nomination and Remuneration
Committee, the Board of Directors on June 27, 2020, had appointed Mr. Chitradurga Narasimha Murthy (C. N. Murthy) (DIN: 00057222),
Mr. Pankaj Bhansali (DIN: 03154793) and Mrs. Divya Momaya (DIN: 00365757) as an Additional Independent Director(s) of the
Company, without being liable to retire by rotation, w.e.f. July 01, 2020 in accordance with the provisions of Section 161 of the
Companies Act, 2013 (“the Act”) to hold office up to this AGM of the Company. Mr. Murthy, Mr. Bhansali and Mrs. Momaya are
appointed as Director(s) of the Company w.e.f. July 01, 2020 and as Independent Director(s) of the Company for a term of 3 years
i.e. from July 01, 2020 to June 30, 2023, subject to approval of Members at the this AGM.
The brief profile of Independent Director(s) are given below:-
Brief Profile of Mr. C. N. Murthy
Mr. C. N. Murthy is a B.Tech. (Mechanical) graduate from IIT Kharagpur with 1st class (Hons). He is a trained professional Life / Executive
Coach certified by Coaching & Leadership Inc. Canada.
He is also a Marshall Goldsmith Stake Holder Centred Coach, with certifications in the practice of DiSC and Lumina Spark personality
assessments. He is a PCC Credentialed coach by International Coach Federation. He is a certified facilitator for Accountability training
by Partners in Leadership, USA, for programmes on Collaboration for Results by Dialogue Works, USA and for facilitation of Business
Simulation Exercises by Business Today, SA.
He has nearly 40 years of experience in the packaging industry working with ITC Ltd. and with a global packaging major, Huhtamaki-PPL
Limited (HPPL) (erstwhile The Paper Products Limited), headquartered in Finland and with major operations worldwide. He possesses
experience of handling Board level assignments as Executive Director & Chief Operating Officer of HPPL.

Notice (Contd..)
Mr. Murthy has 2000+ hours of coaching experience working with senior leadership teams across organisations in India and abroad.
He is actively involved in executive leadership development activity in large business houses across industry segments in India and
abroad, working with leaders at C Suite and senior leadership levels over the past 10 years. The assignments involved working with
identified highly potential people (HIPOTs) and helping them develop self-awareness and building the ability to manage greater
complexity in their lives.
Mr. Murthy is President of ICF, Mumbai Chapter and he has been invited as a Key Note and Motivational speaker by various
organisations and Associations.
He is also the sole proprietor of a consulting firm CN Consulting.
Brief Profile of Mr. Pankaj Bhansali
Mr. Pankaj Bhansali is a qualified Chartered Accountant with over 20 years of extensive experience in managing and running businesses
into financial services. He has an extensive background of delivering results in complex and challenging environments with proven
track record of setting up systems, establishing new divisions and creating synergies between various business lines.
He has held the various positions in Religare Enterprise Limited, diversified financial services group, from June, 2005 till April, 2012
in India as well as in UK. He has worked with and was associated with several other financial services groups.
He is currently the Managing Partner of Arth Capital Advisors Private limited, a boutique investment banking and advisory firm.
Brief Profile of Mrs. Divya Momaya
Mrs. Divya Momaya has done B.com from Garware College of Commerce, University of Pune and is a qualified member of Institute
of Company Secretaries of India (ICSI) and Qualified Independent Director from IICA and a member of Institute of Directors (IOD).
Mrs. Momaya is a founder mentor of D. S. Momaya & Co. and possesses more than 16 years of industry experience. She has been
into Whole-time Company Secretarial Practice for more than 12 years and is also a Board Mentor. Her Corporate Journey includes
experience with Companies like BSEL Infrastructure Realty Limited and BSE Limited.
Mrs. Momaya is also the Founder & Director of MMB Advisors Private Limited - MentorMyBoard. MentorMyBoard is an initiative to
train and groom Independent Directors, Women Directors, Executive Directors and Corporate Executives for various Board Positions.
It also helps Companies setting up Board processes and policies in companies which helps them in growing at faster pace.
She is the member and working committee member of various eminent organisations like Jain International Trade Organisation
(JITO), JITO Angel Network (JAN), IMC Chamber of Commerce and Industry, CIMSME KDO Venture Katalyst etc. She is also serving
as an Independent Director on the Board of listed entity namely Arihant Superstructures Limited.
The Company has received all disclosures / declaration from Mr. Murthy, Mr. Bhansali and Mrs. Momaya as required under various
laws. The Company has also received a declaration to the effect that they meet the criteria of independence as per the applicable
provisions of the Companies Act, 2013 & SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended from
time to time) and they have registered on the Independent Director’s Databank. The copy of the draft letter of appointment of
Independent Directors setting out their terms and conditions would be available for inspection in electronic mode. Members can
inspect the same up to the date of AGM, by sending an e-mail to the Company at [email protected].
The Board is of the view that the Company would greatly benefit from the rich and varied experience of Mr. Murthy, Mr. Bhansali
and Mrs. Momaya and accordingly recommends the Ordinary Resolution(s) set forth in Item No. 5, 6 & 7 of the Notice for approval
of the Members.
Mr. Murthy, Mr. Bhansali and Mrs. Momaya respectively, are concerned or interested in the resolution(s) of the accompanying
Notice relating to their own appointment.
None of the other Directors and Key Managerial Personnel of the Company or their respective relatives except to the extent of their
shareholding, if any, in the Company are concerned or interested, financial or otherwise, in these Resolutions.
The additional information of Director(s) seeking appointment / re-appointment at the Fifteenth AGM pursuant to Secretarial
Standards-2 (SS-2) and Listing Regulations is annexed to this Notice.
ITEM NO. 8
In accordance to the provision of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”), Motilal Oswal Finvest Limited (MOFL), qualifies to be a material subsidiary of the Company as per the
financial statement of FY 2019-20. In view of the provision of Regulation 24(6) of the Listing Regulations, selling, disposing or leasing
of assets amounting to more than twenty per cent of the assets of the material subsidiary on an aggregate basis during a financial
year shall require prior approval of shareholders of the holding Company by way of special resolution.

Notice (Contd..)
MOFL being Non-Banking Financial Company raise resources by borrowing monies from time to time from various sources for the
purpose of its business. Such borrowings may be secured by way of mortgage and / or creation of other security interests of any
kind or in respect of all or part of the immovable and / or movable properties of MOFL, both present and future, in favour of the
lenders / trustees. Such mortgage or creation of security interests may amount to disposal of assets of material subsidiary.
Further, MOFL make investments in various instruments and subsequently liquidate such investments which would amount to
disposal of assets. Accordingly, the approval of the members by way of special resolution is sought under Regulation 24(6) of the
Listing Regulations, to enable the Board of Directors of MOFL to sell, lease or dispose of its assets in any financial year in excess of
twenty per cent of the assets and on such terms and conditions as they thinks fit.
Accordingly, the Board recommends the Special Resolution set forth in Item No. 8 of the Notice for approval of the Members.
None of the Directors or Key Managerial Personnel of the Company including their relatives is, in any way interested or concerned
in the Resolution except to the extent of their shareholding, if any, in the Company.
ANNEXURE TO ITEM NO. 4, 5, 6 & 7

Additional Information of Director seeking appointment / re-appointment at the Fifteenth AGM pursuant to
SS-2 and Listing Regulations:
Name of Director Mr. Navin Agarwal Mr. C. N. Mr. Pankaj Bhansali Mrs. Divya
Murthy Momaya
Date of Birth June 4, 1971 March 21, 1951 August 12, 1975 April 25, 1979
Qualifications Chartered Accountant, Cost & Works B.Tech. Chartered Accountant Company
Accountant, Company Secretary and (Mechanical) Secretary
Chartered Financial Analyst
Date of Appointment/ August 21, 2018 July 1, 2020 July 1, 2020 July 1, 2020
Re-appointment on
the Board
Remuneration (1) (2) (2) (2)
Terms and conditions Appointed as a Director liable to retire Appointed as Appointed as an Appointed as
of appointment / by rotation. an Independent Independent Director an Independent
re-appointment Director of the of the Company for a Director of the
Company for a term of 3 years. Company for a
term of 3 years. term of 3 years.
Directorships held 1) Motilal Oswal Finvest Limited Nil 1) Netstream Networks 1) MBB Advisors
in other companies 2) Motilal Oswal Capital Limited Private Limited Private Limited
(excluding foreign 2) Arth Capital Advisors 2) Arihant
3) Motilal Oswal Investment Advisors
companies) as on date Private Limited Superstructures
Limited
3) Airpro Technology Limited
4) Motilal Oswal Real Estate Investment
Advisors II Private Limited India Private Limited
5) Motilal Oswal Home Finance 4) Eqaro Surety Private
Limited Limited
Memberships of A. Audit Committee Nil Nil Nomination and
committees across 1) Motilal Oswal Finvest Limited Remuneration
companies (only B. Nomination and Remuneration Committee
Statutory Committees Committee Arihant
as required to be Superstructures
1) Motilal Oswal Finvest Limited
constituted under the Limited
Act are considered) C. Stakeholders Relationship
Committee
1) Motilal Oswal Financial Services
Limited
2) Motilal Oswal Home Finance Limited

Notice (Contd..)
Name of Director Mr. Navin Agarwal Mr. C. N. Mr. Pankaj Bhansali Mrs. Divya
Murthy Momaya
D. Corporate Social Responsibility
Committee
1) Motilal Oswal Investment Advisors
Limited
2) Motilal Oswal Home Finance Limited
Shareholding in the 73,68,010 Nil Nil Nil
Company (Equity) as
on the date of notice
Relationship None None None None
with other
Directors / Manager /
Key Managerial
Personnel
Number of Board Seven out of Seven Meetings Not Applicable Not Applicable Not Applicable
meetings attended
during the FY 2019-20
(1) The Remuneration details is mentioned in Board’s Report of the Company.

(2) The Director would be entitled to receive sitting fees and commission as paid to other Independent Directors of the Company.
By Order of the Board

Sd/-
Kailash Purohit
(ACS: 28740)
Date: June 30, 2020
Place: Mumbai

Motilal Oswal

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POWERING

MOTILAL OSWAL FINANCIAL SERVICES LTD.

5 YEARS PERFORMANCE HIGHLIGHTS 10

5 YEARS PERFORMANCE HIGHLIGHTS 10

Asset & Wealth

Asset & Wealth

1,081 3.0 3.5 5.5 8.5 8.5 4.0

Revenue Composition % Net Worth (` Crore)

Assets Under Management Advice (` Crore)

FY15 FY16 FY17 FY18 FY19 FY20

DP Distribution Wealth AMC PE

1,081 3.0 3.5 5.5 8.5 8.5 4.0

Revenue Composition % Net Worth (` Crore)

Assets Under Management Advice (` Crore)

FY15 FY16 FY17 FY18 FY19 FY20

DP Distribution Wealth AMC PE

Broking & Distribution Private Equity

Investment Banking Housing Finance

*All data as of Mar 2020

Broking & Distribution Private Equity

Investment Banking Housing Finance

*All data as of Mar 2020

(` in Lacs; unless otherwise stated)

Year Ended March 31 2020 2019 2018 2017 2016

MOTILAL OSWAL FINANCIAL SERVICES LIMITED 13

14 ANNUAL REPORT 2019-20

CONSOLIDATED FINANCIAL STATEMENT

COVID-19 – MOFSL POWERING AHEAD

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

MOTILAL OSWAL FINANCIAL SERVICES LIMITED 15

BUY-BACK OF EQUITY SHARES

EMPLOYEE STOCK OPTION SCHEMES

16 ANNUAL REPORT 2019-20

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES

MOTILAL OSWAL FINANCIAL SERVICES LIMITED 17

MEETINGS AND COMPOSITION OF BOARD OF DIRECTORS AND COMMITTEE(S)

DECLARATION BY INDEPENDENT DIRECTORS

DISCLOSURE ON MAINTENANCE OF COST RECORDS

KEY MANAGERIAL PERSONNEL

18 ANNUAL REPORT 2019-20

COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

Performance Evaluation by Of Whom

PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON, KMP AND SENIOR MANAGEMENT

MOTILAL OSWAL FINANCIAL SERVICES LIMITED 19

• Remuneration to Managerial Person, KMP and Senior Management:

• Remuneration to Non-Executive/Independent Director:

20 ANNUAL REPORT 2019-20

REPORT ON CORPORATE GOVERNANCE

BUSINESS RESPONSIBILITY REPORT

STATUTORY AUDITORS’ REPORT

SECRETARIAL AUDIT REPORT

MOTILAL OSWAL FINANCIAL SERVICES LIMITED 21

TRANSFER OF SHARES PERTAINING TO UNCLAIMED / UNPAID DIVIDEND TO INVESTOR EDUCATION AND

Disclosure of Details of Unclaimed Equity Shares in the Suspense Account:

Particulars Number of Shareholders Number of Equity shares

DIRECTORS’ RESPONSIBILITY STATEMENT

22 ANNUAL REPORT 2019-20

INTERNAL FINANCIAL CONTROLS

VIGIL MECHANISM / WHISTLE BLOWER POLICY