Disclosure document

We confirm that:

1. The Disclosure Document forwarded to the Board is in accordance with the SEBI (Portfolio Managers) Regulations, 2020 and the guidelines and directives issued by the Board from time to time.
2. The disclosures made in the document are true, fair and adequate to enable the investors to make a well-informed decision regarding entrusting the management of the portfolio to us / investment through the Portfolio Manager.
3. The Disclosure Document has been duly certified by an independent Chartered Accountant. The details of the Chartered Accountant are as follows:

Optima Wealth Private Limited, Portfolio Manager — Date: 17 August, 2026; Place: Mumbai

Indranil Dutta, Principal Officer — Address: Tulsi Villa, Poddar Road, Santacruz (West), Mumbai - 400054, MH; Phone: 7001523182; E-mail: indranil@optima.ai

Part I – Static Section

1. Disclaimer Clause

This Document has been prepared in accordance with the SEBI (Portfolio Managers) Regulations, 2020 and filed with SEBI. This Document has neither been approved nor disapproved by SEBI nor has SEBI certified the accuracy or adequacy of the contents of this Document.

The distribution of this Document in certain jurisdictions may be restricted or totally prohibited and accordingly, persons who come into possession of this Document are required to inform themselves about and to observe any such restrictions.

2. Definitions

In this Disclosure Document, unless the context otherwise requires, the following words and expressions shall have the meaning assigned to them:

1. “Act” means the Securities and Exchange Board of India Act, 1992.
2. “Accreditation Agency” means a subsidiary of a recognized stock exchange or a subsidiary of a depository or any other entity as may be specified by SEBI from time to time.
3. “Accredited Investor” means any person who is granted a certificate of accreditation by an accreditation agency who: (i) in case of an individual, HUF, family trust or sole proprietorship has: (a) annual income of at least two crore rupees; or (b) net worth of at least seven crore fifty lakh rupees, out of which not less than three crores seventy-five lakh rupees is in the form of financial assets; or (c) annual income of at least one crore rupees and minimum net worth of five crore rupees, out of which not less than two crore fifty lakh rupees is in the form of financial assets. (ii) in case of a body corporate, has net worth of at least fifty crore rupees; (iii) in case of a trust other than family trust, has net worth of at least fifty crore rupees; (iv) in case of a partnership firm set up under the Indian Partnership Act, 1932, each partner independently meets the eligibility criteria for accreditation: Provided that the Central Government and the State Governments, developmental agencies set up under the aegis of the Central Government or the State Governments, funds set up by the Central Government or the State Governments, qualified institutional buyers as defined under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, Category I foreign portfolio investors, sovereign wealth funds and multilateral agencies and any other entity as may be specified by the Board from time to time, shall deemed to be an accredited investor and may not be required to obtain a certificate of accreditation.
4. “Advisory Services” means advising on the portfolio approach, investment and divestment of individual Securities in the Client’s Portfolio, entirely at the Client’s risk, in terms of the Regulations and the Agreement.
5. “Agreement” or “Portfolio Management Services Agreement” or “PMS Agreement” means agreement executed between the Portfolio Manager and its Client for providing portfolio management services and shall include all schedules and annexures attached thereto and any amendments made to this agreement by the parties in writing, in terms of Regulation 22 and Schedule IV of the Regulations.
6. “Applicable Law/s” means any applicable statute, law, ordinance, regulation, rule, order, bye-law, administrative interpretation, writ, injunction, directive, judgment or decree or other instrument including the Regulations which has a force of law, as is in force from time to time.
7. “Assets Under Management” or “AUM” means aggregate net asset value of the Portfolio managed by the Portfolio Manager on behalf of the Clients.
8. “Associate” means (i) a body corporate in which a director or partner of the Portfolio Manager holds either individually or collectively, more than twenty percent of its paid-up equity share capital or partnership interest, as the case may be; or (ii) a body corporate which holds, either individually or collectively, more than twenty percent of the paid-up equity share capital or partnership interest, as the case may be of the Portfolio Manager.
9. “Benchmark” means an index selected by the Portfolio Manager in accordance with the Regulations, in respect of each Investment Approach to enable the Clients to evaluate the relative performance of the Portfolio Manager.
10. “Board” or “SEBI” means the Securities and Exchange Board of India established under section 3 of the Securities and Exchange Board of India Act, 1992.
11. “Business Day” means any day, which is not a Saturday, Sunday, or a day on which the banks or stock exchanges in India are authorized or required by Applicable Laws to remain closed or such other events as the Portfolio Manager may specify from time to time.
12. “Client(s)” / “Investor(s)” means any person who enters into an Agreement with the Portfolio Manager for availing the services of portfolio management as provided by the Portfolio Manager.
13. “Custodian(s)” means an entity registered with the SEBI as a custodian under the Applicable Laws and appointed by the Portfolio Manager, from time to time, primarily for custody of Securities of the Client.
14. “Depository” means the depository as defined in the Depositories Act, 1996 (22 of 1996).
15. “Depository Account” means an account of the Client or for the Client with an entity registered as a depository participant under the SEBI (Depositories and Participants) Regulations, 1996.
16. “Direct on-boarding” means an option provided to clients to be on-boarded directly with the Portfolio Manager without intermediation of persons engaged in distribution services.
17. “Disclosure Document” or “Document” means the disclosure document for offering portfolio management services prepared in accordance with the Regulations.
18. “Distributor” means a person/entity who may refer a client to avail services of Portfolio Manager in lieu of commission/charges (whether known as channel partners, agents, referral interfaces or by any other name).
19. “Eligible Investors” means a Person who: (i) complies with the Applicable Laws, and (ii) is willing to execute necessary documentation as stipulated by the Portfolio Manager.
20. “Fair Market Value” means the price that the Security would ordinarily fetch on sale in the open market on the particular date.
21. “Foreign Portfolio Investors” or “FPI” means a person registered with SEBI as a foreign portfolio investor under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019 as amended from time to time.
22. “Financial Year” means the year starting from April 1 and ending on March 31 in the following year.
23. “Funds” or “Capital Contribution” means the monies managed by the Portfolio Manager on behalf of the Client pursuant to the Agreement and includes the monies mentioned in the account opening form, any further monies placed by the Client with the Portfolio Manager for being managed pursuant to the Agreement, the proceeds of sale or other realization of the portfolio and interest, dividend or other monies arising from the assets, so long as the same is managed by the Portfolio Manager.
24. “Group Company” shall mean an entity which is a holding, subsidiary, associate, subsidiary of a holding company to which it is also a subsidiary.
25. “HUF” means the Hindu Undivided Family as defined in Section 2(31) of the IT Act.
26. “Investment Approach” is a broad outlay of the type of Securities and permissible instruments to be invested in by the Portfolio Manager for the Client, taking into account factors specific to Clients and Securities and includes any of the current Investment Approach or such Investment Approach that may be introduced at any time in future by the Portfolio Manager.
27. “IT Act” means the Income Tax Act, 1961, as amended and restated from time to time along with the rules prescribed thereunder.
28. “Large Value Accredited Investor” means an Accredited Investor who has entered into an Agreement with the Portfolio Manager for a minimum investment amount of ten crore rupees.
29. “Non-resident Investors” or “NRI(s)” shall mean non-resident Indian as defined in Section 2 (30) of the IT Act.
30. “NAV” shall mean Net Asset Value, which is the price; that the investment would ordinarily fetch on sale in the open market on the relevant date, less any receivables and fees due.
31. “NISM” means the National Institute of Securities Markets, established by the Board.
32. “Person” includes an individual, a HUF, a corporation, a partnership (whether limited or unlimited), a limited liability company, a body of individuals, an association, a proprietorship, a trust, an institutional investor and any other entity or organization whether incorporated or not, whether Indian or foreign, including a government or an agency or instrumentality thereof.
33. “Portfolio” means the total holdings of all investments, Securities and Funds belonging to the Client.
34. “Portfolio Manager” means Optima Wealth Private Limited, a Private Company incorporated under the Companies Act, 2013, registered with SEBI as a portfolio manager bearing registration number INP000010159 and having its registered office at Tulsi Villa, Poddar Road, Santacruz (West), Mumbai- 400054, Maharashtra.
35. “Principal Officer” means an employee of the Portfolio Manager who has been designated as such by the Portfolio Manager and is responsible for: (i) the decisions made by the Portfolio Manager for the management or administration of Portfolio of Securities or the Funds of the Client, as the case may be; and (ii) all other operations of the Portfolio Manager.
36. “Regulations” or “SEBI Regulations” means the Securities and Exchange Board of India (Portfolio Managers) Regulations, 2020, as amended/modified and reinstated from time to time and including the circulars/notifications issued pursuant thereto.
37. “Related Party” means – (i) a director, partner or his relative; (ii) key managerial personnel or his relative; (iii) a firm, in which a director, partner, manager or his relative is a partner; (iv) a private company in which a director, partner or manager or his relative is a member or director; (v) a public company in which a director, partner or manager is a director or holds along with his relatives, more than two per cent. of its paid-up share capital; (vi) anybody corporate whose board of directors, managing director or manager is accustomed to act in accordance with the advice, directions or instructions of a director, partner or manager; (vii) any person on whose advice, directions or instructions a director, partner or manager is accustomed to act: Provided that nothing in sub-clauses (vi) and (vii) shall apply to the advice, directions or instructions given in a professional capacity; (viii) anybody corporate which is— (A) a holding, subsidiary or an associate company of the Portfolio Manager; or (B) a subsidiary of a holding company to which the Portfolio Manager is also a subsidiary; (C) an investing company or the venturer of the Portfolio Manager― The investing company or the venturer of the Portfolio Manager means a body corporate whose investment in the Portfolio Manager would result in the Portfolio Manager becoming an associate of the body corporate; (ix) a related party as defined under the applicable accounting standards; (x) such other person as may be specified by the Board: Provided that, (a) any person or entity forming a part of the promoter or promoter group of the listed entity; or (b) any person or any entity, holding equity shares: (i) of twenty per cent or more; or (ii) of ten per cent or more, with effect from April 1, 2023; in the listed entity either directly or on a beneficial interest basis as provided under section 89 of the Companies Act, 2013, at any time, during the immediately preceding Financial Year; shall be deemed to be a related party;
38. “Securities” means security as defined in Section 2(h) of the Securities Contract (Regulation) Act, 1956, provided that securities shall not include any securities which the Portfolio Manager is prohibited from investing in or advising on under the Regulations or any other law for the time being in force.

3. Description

History, Present Business and Background of the portfolio manager.

Optima Wealth Private Limited has been incorporated with the objective of providing technology-driven and systematic portfolio management services, based on quantitative investment strategies, supported by structured risk management frameworks and technology-enabled processes.

Since its incorporation, Optima Wealth Private Limited has focused on the development of proprietary quantitative models, portfolio construction methodologies, and the necessary technology infrastructure for portfolio management, monitoring, and reporting.

Promoters of the Portfolio Manager, directors and their background.

Optima Group Private Limited

Optima Group Private Limited (“Optima Group”) is a private limited company incorporated on May 19, 2025 under the provisions of the Companies Act, 2013. The Portfolio Manager is a wholly owned subsidiary of Optima Group. Optima Group is primarily involved in technology development and services.

Param Mukul Patel – Director & Promoter

Educational Qualification:

1. Masters in Computer Science from University of Southern California
2. Bachelors in Computer Science from University of Southern California
3. Bachelors in Science (Applied and Computational Mathematics) from University of Southern California

Experience Details:

Mukul Pratapchandra Patel – Director

Educational Qualification: Bachelors in Engineering from Sardar Patel College of Engineering

Experience Details:

Meghana Mukul Patel – Director

Educational Qualification: Bachelor of Commerce from Mithibai College of Arts, Chauhan Institute of Science and Amrutben Jivanlal College of Commerce and Economics

Experience Details:

Top 10 group companies/firms of the Portfolio Manager on turnover basis (latest audited financial statements may be used for this purpose)

Optima Group Private Limited

Details of the services being offered: Discretionary/Non-Discretionary/Advisory

The Portfolio Manager primarily carries on Discretionary Portfolio Management Services (DPMS) and if opportunity arises thereafter, then it may propose to render Non-Discretionary Portfolio Management Services (NDPMS) and Advisory Services. The key features of all the said services are provided as follows:

Discretionary Services:

Under DPMS, the choice as well as the timings of the investment decisions rest solely with the Portfolio Manager and the Portfolio Manager can exercise any degree of discretion in the investments or management of assets of the Client. The Securities invested/divested by the Portfolio Manager for Clients may differ from Client to Client. The Portfolio Manager’s decision (taken in good faith) in deployment of the Client’s account is absolute and final and cannot be called in question or be open to review at any time during the currency of the Agreement or any time except on the ground of fraud, malafide intent, conflict of interest (other than those already disclosed in the Agreement) or gross negligence. This right of the Portfolio Manager shall be exercised strictly in accordance with the Applicable Laws. Periodical statements in respect of the Client’s Assets Under Management (AUM) shall be sent to the respective Clients in accordance with the Agreement and the Regulations.

Non-Discretionary Services:

Under NDPMS, the assets of the Client are managed in consultation with the Client. Under this service, the assets are managed as per the requirements of the Client after due consultation with the client. The Client has complete discretion to decide on the investment (quantity and price or amount). The Portfolio Manager inter alia manages transaction execution, accounting, recording or corporate benefits, valuation and reporting aspects on behalf of the Client.

Advisory Services:

The Portfolio Manager may provide investment advisory services, in terms of the Regulations, which shall include the responsibility of advising on the portfolio strategy and investment and divestment of individual securities on the Clients portfolio, for an agreed fee structure and for a defined period, entirely at the Client's risk; to all eligible category of Investors who can invest in Indian market including NRIs, FIIs, etc. The Portfolio Manager shall be solely acting as an advisor to the portfolio of the Client and shall not be responsible for the investment / divestment of Securities and / or any administrative activities on the Client's portfolio. The Portfolio Manager shall provide advisory services in accordance with such guidelines and / or directives issued by the regulatory authorities and / or the Client, from time to time, in this regard.

4. Penalties, pending litigation or proceedings, findings of inspection or investigation for which action may have been taken or initiated by any regulatory authority

5. Services Offered

A. Discretionary Portfolio Management Services:

The Portfolio Manager offers the below mentioned Discretionary Portfolio Management Services as per the following Investment Approaches.

INVESTMENT APPROACH – “OPTIMA INDEX”

Strategy Type

Multi-Asset

Investment objective

The investment objective is to generate long-term capital appreciation for investors through a systematic approach to maximize risk adjusted returns.

Description of types of securities

Client monies shall be invested across Equity shares and equity-related instruments, Debt and Fixed Income instruments, Commodities (including Gold ETFs, Silver ETFs, and related instruments), and REITs/InvITs, issued by companies and entities in India, global equity and equity-related instruments accessed through overseas ETFs, feeder funds, or other permitted structures and subject to applicable RBI/SEBI limits on overseas investment by portfolio managers, exchange-traded and permitted Derivative instruments as permitted under applicable SEBI/PMS Regulations, and Cash and cash equivalents and other permissible asset classes as permitted under the Regulations

The Portfolio Manager shall not invest Client funds under this Investment Approach in securities of its associates/related parties. In respect of debt and hybrid securities, the Portfolio Manager shall not invest in below investment grade securities.

Basis of selection of such types of securities as part of the investment approach

Optima Index Investment Approach uses our proprietary portfolio management system to arrive at predictions of return and risk for securities in our investable universe.

Allocation of portfolio across types of securities

The investment shall be made in the following Asset Class -

Equity & equity-related instruments, Global equity (through permitted structures), Debt & Fixed Income instruments, Commodities (incl. Gold/Silver ETFs and related instruments), REITs / InvITs, Derivatives, Cash / Cash equivalents, another eligible mode of investment and /or forms investment within the meaning of the regulation and those approved by SEBI from time to time.

Benchmark to compare performance

NSE Multi Asset Index 1 – Equity : Arbitrage : REITs/InvITs = 50 : 40 : 10

Basis for choice of benchmark

Given the Investment Approach spans equity, gold, silver, and a hedging overlay, a single-asset equity benchmark would not be representative. A Multi-Asset Index has therefore been adopted to reflect the blended asset composition.

Minimum investment

The minimum value of Funds/investments which will be accepted towards initial corpus under Multi Asset Investment Approach would be decided by the Portfolio Manager from time to time and the minimum sum will not be less than the amount stipulated by the Regulations from time to time. The uninvested amounts forming part of the Client's Assets may be at the discretion of the Portfolio Manager held in cash.

Indicative tenure or investment horizon

3 – 5 Years

Lock-in period

No lock in period.

Exit loads

There shall be no levy of exit load on withdrawal of monies being managed under this approach.

Redemptions / Partial withdrawals

The minimum amount of partial withdrawals shall be at the discretion of the portfolio manager and shall be allowed only to such extent that portfolio value after recovery of fees, charges, and payment of withdrawal amount is not less than the minimum investment specified in the Minimum investment clause in this schedule.

Risks associated with the investment approach

Please refer to Clause 6 of Disclosure Document for Risk Factors.

INVESTMENT APPROACH – “YOUR OPTIMA”

Strategy Type

Multi-Asset

Investment objective

Your Optima is a multi-asset Investment Approach under which each Client's portfolio is individually constructed based on the Client's risk profile and preferences. The key objective is to maximize return while minimizing risk (covariance) relative to the clients declared exposure. No guaranteed returns are offered under this Investment Approach.

Description of types of securities

Client monies shall be invested across Equity shares and equity-related instruments, Debt and Fixed Income instruments, Commodities (including Gold ETFs, Silver ETFs, and related instruments), and REITs/InvITs, issued by companies and entities in India, global equity and equity-related instruments accessed through overseas ETFs, feeder funds, or other permitted structures and subject to applicable RBI/SEBI limits on overseas investment by portfolio managers, exchange-traded and permitted Derivative instruments as permitted under applicable SEBI/PMS Regulations, and Cash and cash equivalents and other permissible asset classes as permitted under the Regulations

The Portfolio Manager shall not invest Client funds under this Investment Approach in securities of its associates/related parties. In respect of debt and hybrid securities, the Portfolio Manager shall not invest in below investment grade securities.

Basis of selection of such types of securities as part of the investment approach

Your Optima uses our proprietary portfolio management system to arrive at predictions of return and risk for securities in our investable universe. The Client’s risk profile, preferences, and declared exposure are the inputs considered to construct their optimal portfolio.

Because portfolio construction is personalized, individual Client portfolios under Your Optima may differ materially from one another and from any other Investment Approach offered by the Portfolio Manager. Performance of one Client's portfolio is not indicative of another's.

Allocation of portfolio across types of securities

The investment shall be made in the following Asset Class -

Equity & equity-related instruments, Global equity (through permitted structures), Debt & Fixed Income instruments, Commodities (incl. Gold/Silver ETFs and related instruments), REITs / InvITs, Derivatives, Cash / Cash equivalents, another eligible mode of investment and /or forms investment within the meaning of the regulation and those approved by SEBI from time to time.

Benchmark to compare performance

NSE Multi Asset Index 1 – Equity : Arbitrage : REITs/InvITs = 50 : 40 : 10

Basis for choice of benchmark

Given the Investment Approach spans equity, gold, silver, and a hedging overlay, a single-asset equity benchmark would not be representative. A Multi-Asset Index has therefore been adopted to reflect the blended asset composition.

Minimum investment

The minimum value of Funds/investments which will be accepted towards initial corpus under Multi Asset Investment Approach would be decided by the Portfolio Manager from time to time and the minimum sum will not be less than the amount stipulated by the Regulations from time to time. The uninvested amounts forming part of the Client's Assets may be at the discretion of the Portfolio Manager held in cash.

Indicative tenure or investment horizon

3 – 5 Years

Lock-in period

No lock in period

Exit loads

There shall be no levy of exit load on withdrawal of monies being managed under this approach.

Redemptions / Partial withdrawals

The minimum amount of partial withdrawals shall be at the discretion of the portfolio manager and shall be allowed only to such extent that portfolio value after recovery of fees, charges, and payment of withdrawal amount is not less than the minimum investment specified in the Minimum investment clause in this schedule.

Risks associated with the investment approach

Please refer to Clause 6 of Disclosure Document for Risk Factors.

The policies for investments in associates/group companies of the portfolio manager and the maximum percentage of such investments therein subject to the applicable laws/regulations/ guidelines.

Pursuant to a SEBI circular SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2022/112 dated August 22, 2022 ('the Notification'), a Portfolio Manager has to obtain prior consent from the investors before investing their funds in the securities of its 'associates' / 'related party' entities. Optima Wealth does not intend to invest in the securities of any 'related party'/ ‘associate' entities as defined in the Notification for the foreseeable future. However, if for any reason, Optima Wealth decides to invest investors' funds in the securities of any of its 'related party' or 'associate' entities, we will adhere to the Circular and follow the procedures as laid down therein.

6. Risk Factors

General Risks Factors

1. Investment in Securities, whether on the basis of fundamental or technical analysis or otherwise, is subject to market risks which include price fluctuations, impact cost, basis risk etc.
2. The Portfolio Manager does not assure that the objectives of any of the Investment Approach will be achieved and investors are not being offered any guaranteed returns. The investments may not be suitable to all the investors.
3. The Portfolio Manager has no track record in the field of portfolio management services. However, the Principal Officer, directors and other key management personnel of the Portfolio Manager have rich individual experience.
4. The names of the Investment Approach do not in any manner indicate their prospects or returns.
5. Appreciation in any of the Investment Approach can be restricted in the event of a high asset allocation to cash, when stock appreciates. The performance of any Investment Approach may also be affected due to any other asset allocation factors.
6. When investments are restricted to a particular or few sector(s) under any Investment Approach; there arises a risk called non-diversification or concentration risk. If the sector(s), for any reason, fails to perform, the Portfolio value will be adversely affected.
7. Each Portfolio will be exposed to various risks depending on the investment objective, Investment Approach and the asset allocation. The investment objective, Investment Approach and the asset allocation may differ from Client to Client. However, generally, highly concentrated Portfolios with a lesser number of stocks will be more volatile than a Portfolio with a larger number of stocks.
8. The values of the Portfolio may be affected by changes in the general market conditions and factors and forces affecting the capital markets, in particular, level of interest rates, various market related factors, trading volumes, settlement periods, transfer procedures, currency exchange rates, foreign investments, changes in government policies, taxation, political, economic and other developments, closure of stock exchanges, etc.
9. The Portfolio Manager shall act in fiduciary capacity in relation to the Client’s Funds and shall endeavour to mitigate any potential conflict of interest that could arise while dealing in a manner which is not detrimental to the Client.
10. Client Personalization Risk: The investment approach takes into account Client-specific preferences and objectives when constructing and managing portfolios. As a result, portfolios and investment outcomes may differ materially across clients, even over the same period and under similar market conditions. Accordingly, the performance of any portfolio managed for another client may not be comparable to, or indicative of, the performance of the Client’s Portfolio.
11. Company risk: The performance of the investment approach will depend upon the business performance of the portfolio entity and its future prospects. The Portfolio Manager’s focus on studying the business and the sustainability with focus on studying the balance sheet and numbers will help the Portfolio Manager in mitigating these company risks.
12. Valuation risk: The Portfolio Manager will assess the portfolio entities from varied valuation numbers, Portfolio Manager is definitely wary of overpaying and will consider various parameters in order to establish whether the valuations are reasonable while investing and reassess the same from time to time.
13. Market Risk: Portfolio performance is subject to fluctuations arising from changes in market conditions, economic factors, interest rates, and investor sentiment, which may impact the value of securities held in the portfolio.
14. Technology and Model Risk: The investment approach may utilize technology-enabled tools and analytical models to support portfolio personalization and decision-making. Such tools are subject to limitations, assumptions, and potential inaccuracies, and may not always predict market movements or outcomes accurately.

Risk associated with equity and equity related instruments

1. Equity and equity related instruments by nature are volatile and prone to price fluctuations on a daily basis due to macro and micro economic factors. The value of equity and equity related instruments may fluctuate due to factors affecting the securities markets such as volume and volatility in the capital markets, interest rates, currency exchange rates, changes in law/policies of the government, taxation laws, political, economic or other developments, which may have an adverse impact on individual Securities, a specific sector or all sectors. Consequently, the value of the Client’s Portfolio may be adversely affected.
2. Equity and equity related instruments listed on the stock exchange carry lower liquidity risk, however the Portfolio Manager’s ability to sell these investments is limited by the overall trading volume on the stock exchanges. In certain cases, settlement periods may be extended significantly by unforeseen circumstances. The inability of the Portfolio Manager to make intended Securities purchases due to settlement problems could cause the Client to miss certain investment opportunities. Similarly, the inability to sell Securities held in the Portfolio may result, at times, in potential losses to the Portfolio, should there be a subsequent decline in the value of Securities held in the Client's Portfolio.
3. Risk may also arise due to an inherent nature/risk in the stock markets such as, volatility, market scams, circular trading, price rigging, liquidity changes, de-listing of Securities or market closure, relatively small number of scrip’s accounting for a large proportion of trading volume among others.

Risk associated with debt and money market securities

1. Interest Rate Risk: Fixed income and money market Securities run interest-rate risk. Generally, when interest rates rise, prices of existing fixed income Securities fall and when interest rate falls, the prices increase. In case of floating rate Securities, an additional risk could arise because of the changes in the spreads of floating rate Securities. With the increase in the spread of floating rate Securities, the price can fall and with decrease in spread of floating rate Securities, the prices can rise.
2. Liquidity or Marketability Risk: The ability of the Portfolio Manager to execute a sale/purchase order is dependent on the liquidity or marketability. The primary measure of liquidity risk is the spread between the bid price and the offer price quoted by a dealer. The Securities that are listed on the stock exchange carry lower liquidity risk, but the ability to sell these Securities is limited by the overall trading volumes. Further, different segments of Indian financial markets have different settlement cycles and may be extended significantly by unforeseen circumstances.
3. Credit Risk: Credit risk or default risk refers to the risk that an issuer of a fixed income security may default (i.e., will be unable to make timely principal and interest payments on the security). Because of this risk corporate debentures are sold at a higher yield above those offered on government Securities which are sovereign obligations and free of credit risk. Normally, the value of a fixed income security will fluctuate depending upon the changes in the perceived level of credit risk as well as any actual event of default. The greater the credit risk, the greater the yield required for someone to be compensated for the increased risk.
4. Reinvestment Risk: This refers to the interest rate risk at which the intermediate cash flows received from the Securities in the Portfolio including maturity proceeds are reinvested. Investments in fixed income Securities may carry re-investment risk as interest rates prevailing on the interest or maturity due dates may differ from the original coupon of the debt security. Consequently, the proceeds may get invested at a lower rate.

Risk associated with derivatives instruments

1. The use of derivatives requires an understanding not only of the underlying instrument but of the derivative itself. Derivative products are leveraged instruments and can provide disproportionate gains as well as disproportionate losses to the investor. Execution of such strategies depends upon the ability of the Portfolio Manager to identify such opportunities. Identification and execution of the strategies to be pursued by the Portfolio Manager involve uncertainty and decisions of Portfolio Manager may not always be profitable. No assurance can be given that the Portfolio Manager will be able to identify or execute such strategies.
2. Derivative products are specialized instruments that require investment techniques and risk analysis different from those associated with stocks and bonds. Derivatives require the maintenance of adequate controls to monitor the transactions entered into, the ability to assess the risk that a derivative adds to the portfolio and the ability to forecast the price of interest rate movements correctly. The risks associated with the use of derivatives are different from or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Other risks include settlement risk, risk of mispricing or improper valuation and the inability of the derivative to correlate perfectly with underlying assets, rates and indices, illiquidity risk whereby the Portfolio Manager may not be able to sell or purchase derivatives quickly enough at a fair price.
3. Gold/Silver ETF performance is subject to global commodity price volatility, INR–USD movements, and ETF tracking error against underlying metal prices.
4. Option premiums reduce net returns whenever the protection recovers less than it cost. Hedges may prove imperfect: the underlying may not track the portfolio's composition, and the strike and expiry chosen may not match the timing or size of a decline. Protection also costs more in stressed markets, as volatility rises and spreads widen.

Risk associated with investments in mutual fund schemes

1. Mutual funds and securities investments are subject to market risks and there is no assurance or guarantee that the objectives of the schemes will be achieved. The various factors which impact the value of the scheme’s investments include, but are not limited to, fluctuations in markets, interest rates, prevailing political and economic environment, changes in government policy, tax laws in various countries, liquidity of the underlying instruments, settlement periods, trading volumes, etc.
2. As with any securities investment, the NAV of the units issued under the schemes can go up or down, depending on the factors and forces affecting the capital markets.
3. Past performance of the sponsors, asset management company (AMC)/fund does not indicate the future performance of the schemes of the fund.
4. The Portfolio Manager shall not be responsible for liquidity of the scheme’s investments which at times, be restricted by trading volumes and settlement periods. The time taken by the scheme for redemption of units may be significant in the event of an inordinately large number of redemption requests or of a restructuring of the schemes.
5. The Portfolio Manager shall not be responsible, if the AMC/ fund does not comply with the provisions of SEBI (Mutual Funds) Regulations, 1996 or any other circular or acts as amended from time to time. The Portfolio Manager shall also not be liable for any changes in the offer document(s)/scheme information document(s) of the scheme(s), which may vary substantially depending on the market risks, general economic and political conditions in India and other countries globally, the monetary and interest policies, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally.
6. The Portfolio Manager shall not be liable for any default, negligence, lapse error or fraud on the part of the AMC/the fund.
7. While it would be the endeavor of the Portfolio Manager to invest in the schemes in a manner, which will seek to maximize returns, the performance of the underlying schemes may vary which may lead to the returns of this portfolio being adversely impacted.
8. The scheme specific risk factors of each of the underlying schemes become applicable where the Portfolio Manager invests in any underlying scheme. Investors who intend to invest in this portfolio are required to and are deemed to have read and understood the risk factors of the underlying schemes.
9. In case of investment in mutual funds, there exists risk of fund redemption when the fund temporarily stops accepting redemption requests due to lack of liquidity in underlying securities.

Risk arising out of Non-diversification

1. The investment according to the investment objective of a Portfolio may result in concentration of investments in a specific security / sector/ issuer, which may expose the Portfolio to risk arising out of non-diversification. Further, the portfolio with an investment objective to invest in a specific sector / industry would be exposed to risk associated with such sector / industry and its performance will be dependent on performance of such sector / industry. Similarly, the portfolios with investment objectives to have larger exposure to certain market capitalization buckets, would be exposed to risk associated with underperformance of those relevant market capitalization buckets. Moreover, from the style orientation perspective, concentrated exposure to value or growth stocks based on the requirement of the mandate/strategy may also result in risk associated with this factor.

Risk arising out of investment in Associate and Related Party transactions

1. All transactions of purchase and sale of securities by portfolio manager and its employees who are directly involved in investment operations shall be disclosed if found having conflict of interest with the transactions in any of the client’s portfolio.
2. The Portfolio Manager may utilize the services of its group companies or associates for managing the portfolios of the client. In such scenarios, the Portfolio Manager shall endeavor to mitigate any potential conflict of interest that could arise while dealing with such group companies/associates by ensuring that such dealings are at arm’s length basis.
3. The Portfolios may invest in its Associates/ Related Parties relating to portfolio management services and thus conflict of interest may arise while investing in securities of the Associates/Related Parties of the Portfolio Manager. Portfolio Manager shall ensure that such transactions shall be purely on arms’ length basis and to the extent and limits permitted under the Regulations. Accordingly, all market risk and investment risk as applicable to securities may also be applicable while investing in securities of the Associates/Related Parties of the Portfolio Manager.

7. Nature of expenses

The following are indicative types of expenses. The exact basis of charge relating to each of the following services shall be annexed to the Portfolio Management Services Agreement which will be entered into between the Portfolio Manager and the Client, and the agreements in respect of each of the services availed at the time of execution of such agreements.

1. Direct Option: Allows Investors to invest in PMS Strategy without paying distributors commission.

Indicative Nature of Expenses for Clients

The Portfolio Manager will endeavour to keep the costs bare minimum for the benefit of its client.

All Fees and charges are subject to GST.

8. Taxation

General

The following information is based on the tax laws in force in India as of the date of this Disclosure Document and reflects the Portfolio Manager’s understanding of applicable provisions. The tax implications for each Client may vary significantly based on residential status and individual circumstances. As the information provided is generic in nature, Clients are advised to seek guidance from their own tax advisors or consultants regarding the tax treatment of their income, losses, and expenses related to investments in the portfolio management services. The Client is responsible for meeting advance tax obligations as per applicable laws.

Tax deducted at source

In the case of resident clients, the income arising by way of dividend, interest on securities, income from units of mutual fund, etc. from investments made in India are subject to the provisions of tax deduction at source (TDS). Residents without Permanent Account Number (PAN) are subjected to a higher rate of TDS.

In the case of non-residents, any income received or accrues or arises; or deemed to be received or accrue or arise to him in India is subject to the provisions of tax deduction at source under the IT Act. The authorized dealer is obliged and responsible to make sure that all such relevant compliances are made while making any payment or remittances from India to such non-residents. Also, if any tax is required to be withheld on account of any future legislation, the Portfolio Manager shall be obliged to act in accordance with the regulatory requirements in this regard. Non-residents without PAN or tax residency certificate (TRC) of the country of his residence are currently subjected to a higher rate of TDS.

The Finance Act, 2021 introduced a special provision to levy higher rate for TDS for the residents who are not filing income-tax return in time for previous two years and aggregate of TDS is INR 50,000 or more in each of these two previous years. This provision of higher TDS is not applicable to a non-resident who does not have a permanent establishment in India and to a resident who is not required to furnish the return of income.

Long term capital gains

Where investment under portfolio management services is treated as investment, the gain or loss from transfer of Securities shall be taxed as capital gains under section 45 of the IT Act.

Period of Holding

The details of period of holding for different capital assets for the purpose of determining long term or short term capital gains are explained hereunder:

Definition of Specified Mutual Fund:

Before 1st April 2025:

“Specified Mutual Fund” means a Mutual Fund by whatever name called, where not more than thirty-five per cent of its total proceeds is invested in the equity shares of domestic companies.

On and after 1st April 2025:

“Specified Mutual Fund” means, ––

1. a Mutual Fund by whatever name called, which invests more than sixty-five per cent. of its total proceeds in debt and money market instruments; or
2. a fund which invests sixty-five per cent. or more of its total proceeds in units of a fund referred to in sub-clause (a).

Definition of debt and money market instruments:

“Debt and money market instruments” shall include any securities, by whatever name called, classified or regulated as debt and money market instruments by the Securities and Exchange Board of India.

Definition of Market Linked Debenture:

“Market Linked Debenture” means a security by whatever name called, which has an underlying principal component in the form of a debt security and where the returns are linked to the market returns on other underlying securities or indices, and includes any security classified or regulated as a market linked debenture by SEBI.

For listed equity shares in a domestic company or units of equity oriented fund or business trust

The Finance Act 2018 changed the method of taxation of long-term capital gains from transfer of listed equity shares and units of equity oriented fund or business trust.

As per section 112A of the IT Act, long term capital gains exceeding INR 1 lakh arising on transfer of listed equity shares in a company or units of equity oriented fund or units of a business trust is taxable at 10%, provided such transfer is chargeable to STT. This exemption limit has been increased from INR 1 lakh to INR 1.25 lakh and tax rate has been increased from 10% to 12.5% with effect from 23 July 2024. Further, to avail such concessional rate of tax, STT should also have been paid on acquisition of listed equity shares, unless the listed equity shares have been acquired through any of the notified modes not requiring to fulfil the pre-condition of chargeability to STT.

Long term capital gains arising on transactions undertaken on a recognized stock exchange located in any International Financial Services Centre and consideration is paid or payable in foreign currency, where STT is not chargeable, is also taxed at a rate of 10%. This benefit is available to all assesses. This tax rate is increased from 10% to 12.5%.

The long term capital gains arising from the transfer of such Securities shall be calculated without indexation. In computing long term capital gains, the cost of acquisition (COA) is an item of deduction from the sale consideration of the shares. To provide relief on gains already accrued upto 31 January 2018, a mechanism has been provided to “step up” the COA of Securities. Under this mechanism, COA is substituted with FMV, where sale consideration is higher than the FMV. Where sale value is higher than the COA but not higher than the FMV, the sale value is deemed as the COA.

Specifically in case of long term capital gains arising on sale of shares or units acquired originally as unlisted shares/units upto 31 January 2018, COA is substituted with the “indexed COA” (instead of FMV) where sale consideration is higher than the indexed COA. Where sale value is higher than the COA but not higher than the indexed COA, the sale value is deemed as the COA. This benefit is available only in the case where the shares or units, not listed on a recognised stock exchange as on the 31 January 2018, or which became the property of the assesses in consideration of share which is not listed on such exchange as on the 31 January 2018 by way of transaction not regarded as transfer under section 47 (e.g. amalgamation, demerger), but listed on such exchange subsequent to the date of transfer, where such transfer is in respect of sale of unlisted equity shares under an offer for sale to the public included in an initial public offer.

The CBDT has clarified that 10% withholding tax will be applicable only on dividend income distributed by mutual funds and not on gain arising out of redemption of units.

No deduction under Chapter VI-A or rebated under Section 87A will be allowed from the above long term capital gains.

For other capital assets (securities and units) in the hands of resident of India

Long-term capital gains in respect of capital assets (all securities and units other than listed shares and units of equity oriented mutual funds and business trust) is chargeable to tax at the rate of 20% plus applicable surcharge and education cess, as applicable. The capital gains are computed after taking into account cost of acquisition as adjusted by cost inflation index notified by the Central Government and expenditure incurred wholly and exclusively in connection with such transfer. This tax rate is reduced from 20% to 12.5%; but no indexation benefit will be available with effect from 23 July 2024.

As per Finance Act, 2017, the base year for indexation purpose has been shifted from 1981 to 2001 to calculate the cost of acquisition or to take Fair Market Value of the asset as on that date. Further, it provides that the cost of acquisition of an asset acquired before 1 April 2001 shall be allowed to be taken as Fair Market Value as on 1 April 2001.

For capital assets in the hands of Foreign Portfolio Investors (FPIs)

Long term capital gains, arising on sale of debt Securities, debt oriented units (other than units purchased in foreign currency and capital gains arising from transfer of such units by offshore funds referred to in section 115AB) are taxable at the rate of 10% under Section 115AD of the IT Act. This tax rate has been increased from 10% to 12.5% with effect from 23 July 2024. Such gains would be calculated without considering benefit of (i) indexation for the COA and (ii) determination for capital gain/loss in foreign currency and reconversion of such gain/loss into the Indian currency.

Long term capital gains, arising on sale of listed shares in the company or units of equity-oriented funds or units of business trust and subject to conditions relating to payment of STT, are taxable at 10% as mentioned in para 12.10.2 above. This tax rate has been increased from 10% to 12.5% with effect from 23 July 2024.

For other capital asset in the hands of non-resident Indians

Under section 115E of the IT Act, any income from investment or income from long-term capital gains of an asset other than specified asset as defined in Section 115C (specified assets include shares of Indian company, debentures and deposits in an Indian company which is not a private company and Securities issued by Central Government or such other Securities as notified by Central Government) is chargeable at the rate of 20%. Income by way long-term capital gains of the specified asset is, however, chargeable at the rate of 10% plus applicable surcharge and cess (without benefit of indexation and foreign currency fluctuation). This tax rate has been increased from 10% to 12.5% with effect from 23 July 2024.

Short term capital gains

Section 111A of the IT Act provides that short-term capital gains arising on sale of listed equity shares of a company or units of equity oriented fund or units of a business trust are chargeable to income tax at a concessional rate of 15% plus applicable surcharge and cess, provided such transactions are entered on a recognized stock exchange and are chargeable to Securities Transaction Tax (STT). This tax rate has been increased from 15% to 20% with effect from 23 July 2024. However, the above shall not be applicable to transactions undertaken on a recognized stock exchange located in any International Financial Services Centre and where the consideration for such transaction is paid or payable in foreign currency. Further, Section 48 provides that no deduction shall be allowed in respect of STT paid for the purpose of computing Capital Gains.

Short term capital gains in respect of other capital assets (other than listed equity shares of a company or units of equity oriented fund or units of a business trust) are chargeable to tax as per the relevant slab rates or fixed rate, as the case may be.

The Specified Mutual Funds or Market Linked Debentures acquired on or after 1 April 2023 will be treated as short term capital asset irrespective of period of holding as per Section 50AA of the IT Act. The unlisted bonds and unlisted debentures have been brought within the ambit of Section 50AA of the IT Act with effect from 23 July 2024.

Profits and gains of business or profession

If the Securities under the portfolio management services are regarded as business/trading assets, then any gain/loss arising from sale of such Securities would be taxed under the head “Profits and Gains of Business or Profession” under section 28 of the IT Act. The gain/ loss is to be computed under the head “Profits and Gains of Business or Profession” after allowing normal business expenses (inclusive of the expenses incurred on transfer) according to the provisions of the IT Act.

Interest income arising on Securities could be characterized as ‘Income from other sources’ or ‘business income’ depending on facts of the case. Any expenses incurred to earn such interest income should be available as deduction, subject to the provisions of the IT Act.

Losses under the head capital gains/business income

In terms of section 70 read with section 74 of the IT Act, short term capital loss arising during a year can be set-off against short term as well as long term capital gains. Balance loss, if any, shall be carried forward and set-off against any capital gains arising during the subsequent 8 assessment years. A long-term capital loss arising during a year is allowed to be set-off only against long term capital gains. Balance loss, if any, shall be carried forward and set-off against long term capital gains arising during the subsequent 8 assessment years.

Business loss is allowed to be carried forward for 8 assessment years and the same can be set off against any business income.

General Anti Avoidance Rules (GAAR)

GAAR may be invoked by the Indian income-tax authorities in case arrangements are found to be impermissible avoidance arrangements. A transaction can be declared as an impermissible avoidance arrangement, if the main purpose of the arrangement is to obtain a tax benefit and which satisfies one of the 4 (four) below mentioned tainted elements:

• The arrangement creates rights or obligations which are ordinarily not created between parties dealing at arm's length;
• It results in directly / indirectly misuse or abuse of the IT Act;
• It lacks commercial substance or is deemed to lack commercial substance in whole or in part; or
• It is entered into, or carried out, by means, or in a manner, which is not normally employed for bona fide purposes.

In such cases, the tax authorities are empowered to reallocate the income from such arrangement, or recharacterize or disregard the arrangement. Some of the illustrative powers are:

• Disregarding or combining or recharacterizing any step in, or a part or whole of the arrangement;
• Ignoring the arrangement for the purpose of taxation law;
• Relocating place of residence of a party, or location of a transaction or situation of an asset to a place other than provided in the arrangement;
• Looking through the arrangement by disregarding any corporate structure; or
• Recharacterizing equity into debt, capital into revenue, etc.

The GAAR provisions would override the provisions of a treaty in cases where GAAR is invoked. The necessary procedures for application of GAAR and conditions under which it should not apply, have been enumerated in Rules 10U to 10UC of the Income-tax Rules, 1962. The Income-tax Rules, 1962 provide that GAAR should not be invoked unless the tax benefit in the relevant year does not exceed INR 3 crores.

On 27 January 2017, the CBDT issued clarifications on implementation of GAAR provisions in response to various queries received from the stakeholders and industry associations. Some of the important clarifications issued are as under:

• Where tax avoidance is sufficiently addressed by the Limitation of Benefit Clause (LOB) in a tax treaty, GAAR should not be invoked.
• GAAR should not be invoked merely on the ground that the entity is located in a tax efficient jurisdiction.
• GAAR is with respect to an arrangement or part of the arrangement and limit of INR 3 crores cannot be read in respect of a single taxpayer only.

FATCA Guidelines

According to the Inter-Governmental Agreement read with the Foreign Account Tax Compliance Act (FATCA) provisions and the Common Reporting Standards (CRS), foreign financial institutions in India are required to report tax information about US account holders and other account holders to the Indian Government. The Indian Government has enacted rules relating to FATCA and CRS reporting in India. A statement is required to be provided online in Form 61B for every calendar year by 31 May. The reporting financial institution is expected to maintain and report the following information with respect to each reportable account:

1. the name, address, taxpayer identification number and date and place of birth;
2. where an entity has one or more controlling persons that are reportable persons: (a) the name and address of the entity, TIN assigned to the entity by the country of its residence; and (b) the name, address, date of birth, place of birth of each such controlling person and TIN assigned to such controlling person by the country of his residence.
3. account number (or functional equivalent in the absence of an account number);
4. account balance or value (including, in the case of a cash value insurance contract or annuity contract, the cash value or surrender value) at the end of the relevant calendar year; and
5. the total gross amount paid or credited to the account holder with respect to the account during the relevant calendar year.

Further, it also provides for specific guidelines for conducting due diligence of reportable accounts, viz. US reportable accounts and other reportable accounts (i.e. under CRS).

Goods and Services Tax on services provided by the portfolio manager

Goods and Services Tax (GST) will be applicable on services provided by the Portfolio Manager to its Clients. Accordingly, GST at the rate of 18% would be levied on fees if any, payable towards portfolio management fee.

9. Accounting policies

Following accounting policies are followed for the portfolio investments of the Client:

Client Accounting

1. The Portfolio Manager shall maintain a separate Portfolio record in the name of the Client in its book for accounting the assets of the Client and any receipt, income in connection therewith as provided under Regulations. Proper books of accounts, records, and documents shall be maintained to explain transactions and disclose the financial position of the Client’s Portfolio at any time.
2. The books of account of the Client shall be maintained on an historical cost basis.
3. Transactions for purchase or sale of investments shall be recognised as of the trade date and not as of the settlement date, so that the effect of all investments traded during a Financial Year are recorded and reflected in the financial statements for that year.
4. All expenses will be accounted on due or payment basis, whichever is earlier.
5. The cost of investments acquired or purchased shall include brokerage, stamp charges and any charges customarily included in the broker’s contract note. In respect of privately placed debt instruments any front-end discount offered shall be reduced from the cost of the investment. Sales are accounted based on proceeds net of brokerage, stamp duty, transaction charges and exit loads in case of units of mutual fund. Securities transaction tax, demat charges and Custodian fees on purchase/ sale transaction would be accounted as expense on receipt of bills. Transaction fees on unsettled trades are accounted for as and when debited by the Custodian.
6. Tax deducted at source (TDS) shall be considered as withdrawal of portfolio and debited accordingly.

Recognition of portfolio investments and accrual of income

1. In determining the holding cost of investments and the gains or loss on sale of investments, the “first in first out” (FIFO) method will be followed.
2. Unrealized gains/losses are the differences between the current market value/NAV and the historical cost of the Securities. For derivatives and futures and options, unrealized gains and losses will be calculated by marking to market the open positions.
3. Dividend on equity shares and interest on debt instruments shall be accounted on accrual basis. Further, mutual fund dividends shall be accounted on receipt basis.
4. Bonus shares/units to which the security/scrip in the portfolio becomes entitled will be recognized only when the original share/scrip on which bonus entitlement accrues are traded on the stock exchange on an ex-bonus basis.
5. Similarly, right entitlements will be recognized only when the original shares/security on which the right entitlement accrues is traded on the stock exchange on the ex-right basis.
6. In respect of all interest-bearing Securities, income shall be accrued on a day-to-day basis as it is earned.
7. Where investment transactions take place outside the stock exchange, for example, acquisitions through private placement or purchases or sales through private treaty, the transactions shall be recorded, in the event of a purchase, as of the date on which the scheme obtains an enforceable obligation to pay the price or, in the event of a sale, when the scheme obtains an enforceable right to collect the proceeds of sale or an enforceable obligation to deliver the instruments sold.

Valuation of portfolio investments

1. Investments in listed equity shall be valued at the last quoted closing price on the stock exchange. When the Securities are traded on more than one recognised stock exchange, the Securities shall be valued at the last quoted closing price on the stock exchange where the security is principally traded. It would be left to the portfolio manager to select the appropriate stock exchange, but the reasons for the selection should be recorded in writing. There should, however, be no objection for all scrips being valued at the prices quoted on the stock exchange where a majority in value of the investments are principally traded. When on a particular valuation day, a security has not been traded on the selected stock exchange, the value at which it is traded on another stock exchange may be used. When a security is not traded on any stock exchange on a particular valuation day, the value at which it was traded on the selected stock exchange or any other stock exchange, as the case may be, on the earliest previous day may be used provided such date is not more than thirty days prior to the valuation date.
2. Investments in units of a mutual fund are valued at NAV of the relevant scheme. Provided investments in mutual funds shall be through direct plans only.
3. Debt Securities and money market Securities shall be valued as per the prices given by third party valuation agencies or in accordance with guidelines prescribed by Association of Portfolio Managers in India (APMI) from time to time.
4. Unlisted equities are valued at prices provided by independent valuers appointed by the Portfolio Manager basis the International Private Equity and Venture Capital Valuation (IPEV) Guidelines on a semi-annual basis.
5. In case of any other Securities, the same are valued as per the standard valuation norms applicable to the mutual funds.

The Investor may contact the customer services official of the Portfolio Manager for the purpose of clarifying or elaborating on any of the above policy issues.

The Portfolio Manager may change the valuation policy for any particular type of security consequent to any regulatory changes or change in the market practice followed for valuation of similar Securities. However, such changes would be in conformity with the Regulations.

10. Investors services

The Portfolio Manager seeks to provide a high standard of service to Clients and is committed to put in place and upgrade on a continuous basis the system and procedures in this regard. The servicing will essentially involves:

• Reporting portfolio transactions, Clients’ Statement of Accounts at pre-defined frequency
• Attending and addressing any Clients’ query within minimum possible time.
• Review of Portfolio on continuous basis

Name, address and telephone number of the Investor Relations (IR) officer who shall attend to the Client’s queries and complaints:

Grievance Redressal and Dispute Settlement mechanism:

The Client Partnership Team of the Portfolio Manager shall attend to and address any Client query/concern/grievance at the earliest. The Portfolio Manager will ensure that this official is vested with the necessary authority and independence to handle Client complaints. The aforesaid official will immediately identify the grievance and take appropriate steps to eliminate the causes of such grievances to the satisfaction of the Client.

The Portfolio Manager will endeavour to address all the complaints regarding service deficiencies or causes for grievance, for whatever reason, in a reasonable manner and time.

If a client is not satisfied with the response from the IR officer, they have the option to register their complaints through SEBI’s SCORES platform. Additionally, Investors can register grievances or complaints via the Online Dispute Resolution Portal (SmartODR). The links to both portals are available on our website under the grievance section. Steps for initiation of Dispute Resolution process in accordance with SEBI Circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 dated July 31, 2023.

Level 1: Through Investor Manager’s IR Team

Investors shall first take up their grievance with the Portfolio Manager by lodging a complaint directly. The Portfolio Manager shall address such grievances promptly within a reasonable manner and time. Investors may lodge a complaint to Investor Relations Team through any of the modes mentioned below:

Contact Information: Investors can call the Investor Helpline number or send an email to the below mentioned email ID or letter to the below mentioned address on any business day between 9.00 am - 6.00 pm to register their queries / complaints.

Helpline Number: + 918657044581

Email-Id: grievance@optima.ai

Physical Letter at the registered office mentioned below: Tulsi Villa, Poddar Road, Santacruz (West), Mumbai- 400054, MH

Note: Investors shall ensure that they quote their PMS Account Code in every correspondence with the Portfolio Manager regarding their Queries or Grievances. Anonymous Queries will not be addressed in terms of this Grievance Redressal Mechanism. The IR officer will ensure prompt investor services. The Portfolio Manager will ensure that this officer is invested with the necessary authority, independence and the wherewithal to handle investor complaints.

Level 2: Through Registering on SEBI’s SCORES Portal:

If the Investor is not satisfied with the extent of grievance, the Investors may lodge their grievances by registering themselves on SEBI SCORES platform at https://scores.sebi.gov.in/.

The complaint shall be lodged on SCORES within one (1) year from the date of cause of action, where:

• The Investor approached the Portfolio Manager for redressal of the complaint and the Portfolio Manager rejected the complaint, or
• The Investor did not receive any communication from the Portfolio Manager, or
• The Investor is not satisfied with the reply received or the redressal action taken by the Portfolio Manager.

Investor Redressal team will redress the grievance within 21 calendar days of receipt of the grievance through SCORES or any other timeline as stipulated by SEBI. For detailed understanding of the process, please refer to the SEBI Circular dated September 20, 2023, SEBI/HO/OIAE/IGRD/CIR/P/2023/156.

LEVEL 3: SmartODR Portal:

After exhausting Level 1 & Level 2 options for resolution of the grievance, if the Investor is still not satisfied with the outcome, they may initiate dispute resolution through the SMARTODR Portal. The link to the SMARTODR Portal is on the website of the Company https://optima.ai/wealth/transparency/. Investors are required to register online on the SMARTODR portal in order to lodge grievances/disputes/complaints.

11. Details of the diversification policy

This policy has been laid down to ensure the risk is spread across different asset classes, issuers and time horizons within the framework laid down in the specific investment approach.

The Portfolio Manager will follow a rule-based, quantitative investment process supported by defined risk parameters, portfolio monitoring systems, and internal risk management frameworks. This will result in a well-diversified portfolio taking into consideration the risk-profiling conducted for the clients.

The Portfolio Manager shall follow a structured and documented risk profiling process, which shall include collection of client information through a risk profiling questionnaire, assessment of the client’s financial position, investment objectives, investment horizon, and risk tolerance, and alignment of the portfolio strategy with the assessed risk profile. The risk profile of each client shall be reviewed and updated periodically, or earlier in the event of any material change in the client’s circumstances.

However, the Clients need to understand that too much diversification requires large capital investment and may also lead to losses. Further, portfolio churning for achieving diversification may not be effective on a long-term basis in achieving investment goals. Accordingly, diversification shall be undertaken while balancing risk and return to achieve desired results in achieving investment goals.

Part II – Dynamic Section

12. Client Representation

Details of Client's accounts activated

The Portfolio Manager has obtained a certificate of registration to function as a portfolio manager on 08th July 2026 and therefore has no record of representing any persons/entities in the capacity of a portfolio manager.

Complete disclosure in respect of transactions with related parties as per the standards specified by the Institute of Chartered Accountants of India

The Portfolio Manager is in its first year of operation. The books of accounts for the said period are currently in the process of finalisation and statutory audit. Accordingly, the details of related party transactions, as required to be disclosed under the applicable accounting standards and regulations, are not available as on the date of this Disclosure Document. The Portfolio Manager undertakes to disclose the related party transactions in accordance with the applicable accounting standards, and shall update the same in this Disclosure Document upon completion of the audit of its financial statements.

13. Financial Performance

The Financial Performance of the Portfolio Manager based on audited accounts for the financial year ended 31st March, 2026:

The Portfolio Manager was incorporated in January 2026 and is proposing to engage in portfolio management activities for the first time after obtaining SEBI approval. Given its recent incorporation, the Portfolio Manager has not begun any operations yet and hence has no track record of any financial performance.

14. Performance of Portfolio Manager

Portfolio Management performance of the portfolio manager for the last three years, and in case of discretionary portfolio manager disclosure of performance indicators calculated using ’Time Weighted Rate of Return’ method in terms of Regulation 22 of the SEBI (Portfolio Managers) Regulations, 2020.

The Portfolio Manager has obtained a certificate of registration to function as a portfolio manager on 08th July 2026 and therefore has no record of performance of a portfolio manager.

15. Audit Observations

Audit observations of the preceding 3 years

Not Applicable. The Portfolio Manager received a certificate of registration from SEBI on 08th July 2026 for the purpose of conducting portfolio management business. Given its recent license, the Portfolio Manager has not conducted any audits and hence there are no audit observations for the preceding 3 years.

16. Details of investments in related parties

The Portfolio Manager has not invested the investors' funds in the securities of any 'related party'/ ‘associate' entities.

For Optima Wealth Private Limited

Date: 17 August, 2026

Place: Mumbai