Disclaimers & Disclosures

Research Analyst Registration Disclosure

As per SEBI Circular SEBI/HO/IMD/IMD-II CIS/P/CIR/2023/30 dated April 6, 2023

PHD Capital Private Limited is a SEBI-registered Research Analyst operating under the SEBI (Research Analysts) Regulations, 2014. Below are the key registration details:

• Name of Research Analyst: PHD Capital Private Limited
• Type of Registration: Research Analyst
• SEBI Registration Number: INH000016126
• BSE Enlistment Number: – 6152
• Registration Validity: May 08, 2024 – Perpetual
• Registered Office Address: Sadpur-Maslandpur Habra-1 Maslandapur, Basirhat Road, Parganas North, Maslandapur, Barasat, West Bengal, 743289
• Contact Number: 03216297100
• Email ID: researchdesk@phdcapital.in

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Disclosure

The purpose of the document is to provide essential information about the Research Services in a manner to assist and enable the prospective client/client in making an informed decision for engaging in Research services before onboarding.

• History, Present business and Background

PHD Capital Private Limited, is registered with SEBI as Research Analyst with registration no. INH000016126. The Research Analyst got its registration on May 08, 2024 and is engaged in offering research and recommendation services.

• Terms and conditions of Research Services

The Research Services will be limited to providing independent research recommendation and shall not be involved in any investment advisory or portfolio allocation services.

The Research Analyst never guarantees the returns on the recommendation provided. Investor shall take note that Investment/trading in stocks/Index or other securities is always subject to market risk. Past performance is never a guarantee of same future results.

The Research Analyst shall not be responsible for any loss to the Investors.

• Disciplinary history

There are no pending material litigations or legal proceedings against the Research Analyst.

As on date, no penalties / directions have been issued by SEBI under the SEBI Act or Regulations made there under against the Research Analyst relating to Research Analyst services.

• Details of its associates

Details of associates, where applicable, and material relationships relevant to the Research Analyst's activities shall be disclosed in accordance with applicable regulatory requirements.

• Disclosures with respect to Research and Recommendations Services

• The Research Analyst, its officers, employees or associates may have interests or holdings in securities that are the subject matter of research or recommendations, where applicable. Any material interest or holding shall be disclosed in accordance with applicable regulatory requirements.

• The Research Analyst shall identify and disclose any actual or potential conflict of interest arising from any connection or association with an issuer of products/securities, including any material information or relationship that may affect its objectivity or independence.

• Where the Research Analyst, its officers, employees or associates have received or may receive any compensation from the company that is the subject matter of a recommendation, such compensation or relationship shall be disclosed as required under applicable regulations.

• Where the Research Analyst, its officers, employees or associates have managed or co-managed a public offering of any company, such relationship shall be disclosed where required under applicable regulatory requirements.

• Where the Research Analyst, its officers, employees or associates have received or may receive compensation for investment banking, merchant banking or brokerage services from the subject company in the past twelve months, the same shall be disclosed as applicable.

• Where the Research Analyst, its officers, employees or associates have received or may receive compensation for products or services other than those specified above from the subject company, such compensation or relationship shall be disclosed where required.

• Any compensation or other benefit received or receivable by the Research Analyst, its officers, employees, associates or any relevant third party in connection with a research report or recommendation shall be disclosed where applicable under the regulatory framework.

• Where the subject company is or has been a client of the Research Analyst, its officers, employees or associates during the preceding twelve months, such relationship shall be disclosed where required under applicable regulations.

• Where the Research Analyst, its officers, employees or associates have served or currently serve as an officer, director or employee of the subject company, the same shall be disclosed as applicable.

• Where the Research Analyst has engaged or is engaged in market-making activities in relation to the subject company, such activity shall be disclosed in accordance with applicable regulatory requirements.

• Standard Warning

“Investment in securities market are subject to market risks. Read all the related documents carefully before investing.”

• Disclaimer

“'Registration granted by SEBI, enlistment with BSE and certification from NISM in no way guarantee performance of the intermediary or provide any assurance of returns to investors.”

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Research Disclaimer & Disclosures

PHD capital Private Limited is registered as a corporate Research Analyst under SEBI (Research Analyst) Regulations, 2014., also Registered with AMFI as a Corporate Mutual Fund Distributor. Our businesses include distribution of financial products like mutual funds and providing Financial Education.

We hereby declare that our activities were neither suspended nor we have defaulted with any stock exchange authority with whom we are registered in last five years. We have not been debarred from doing business by SEBI or any other authorities; nor has our certificate of registration been cancelled by SEBI at any point of time.

We offer our research services to clients as well as our prospects.

This document is not for public distribution and has been furnished to you solely for your information and must not be reproduced or redistributed to any other person. Persons into whose possession this document may come are required to observe these restrictions.

This material is for the personal information of the authorized recipient, and we are not soliciting any action based upon it. This report is not to be construed as an offer to sell or the solicitation of an offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. It is for the general information of clients of PHD capital Private Limited. It does not constitute a personal recommendation or consider the particular investment objectives, financial situations, or needs of individual clients.

We have reviewed the report, and in so far as it includes current or historical information, it is believed to be reliable though its accuracy or completeness cannot be guaranteed. Neither PHD capital Private Limited, nor any person connected with it, accepts any liability arising from the use of this document. The recipients of this material should rely on their own investigations and take their own professional advice. Price and value of the investments referred to in this material may go up or down. Past performance is not a guide for future performance. Certain transactions -including those involving futures, options and other derivatives as well as non-investment grade securities – involve substantial risk and are not suitable for all investors. Reports based on technical analysis centres on studying charts of a stock’s price movement and trading volume, as opposed to focusing on a company’s fundamentals and as such, may not match with a report on a company’s fundamentals.

Opinions expressed are our current opinions as of the date appearing on this material only. While we endeavour to update on a reasonable basis the information discussed in this material, there may be regulatory, compliance or other reasons that prevent us from doing so. Prospective investors and others are cautioned that any forward-looking statements are not predictions and may be subject to change without notice. Our other businesses may make investment decisions that are inconsistent with the recommendations expressed herein.

We, along with our affiliates, associates, officers, directors, employees, and research analysts (including their relatives) worldwide, may: (a) from time to time, hold long or short positions in, and buy or sell the securities of, the companies mentioned herein, or (b) be engaged in transactions involving such securities, earning brokerage or other compensation, or act as market makers in the financial instruments of the subject company or companies discussed herein. We may also act as advisors, lenders, or borrowers to such companies, or have other potential or material conflicts of interest with respect to any recommendation, information, or opinions presented at the time of publication of the Research Report or during public appearances.

PHD Capital Private Limited may have proprietary long or short positions in the mentioned securities and, therefore, may be considered interested. The views provided herein are general in nature and do not consider the risk appetite or investment objectives of any particular investor. Readers are advised to seek independent professional advice before making any investment decisions. This should not be construed as an invitation or solicitation to do business with PHD Capital Private Limited. PHD Capital Private Limited does not offer any promise or assurance of a favourable view for any particular industry, sector, or business group. Investors are encouraged to consider all risk factors, including their financial condition and suitability to their risk-return profile, and to seek professional advice before investing.

The analyst for this report certifies that all of the views expressed in this report accurately reflect his or her personal views about the subject company or companies and its or their securities, and no part of his or her compensation was, is or will be, directly or indirectly related to specific recommendations or views expressed in this report.

No part of this material may be duplicated in any form and/or redistributed without PHD Capital Private Limited prior written consent.

Ratings

Definitions of ratings:

CMP (Current Market Price): The live trading price of a stock at the time of recommendation.

Entry Price: The specific price at which a stock is recommended to be bought or Sold.

Buy: A recommendation to purchase a stock for making profit expecting its price to rise.

Sell: A recommendation to Sell a stock for making profit expecting its price to fall.

Hold: A neutral recommendation to neither buy nor sell, suggesting the stock will perform in line with the market and keeping the position intact.

Book Partially: Exiting a portion of your Position to lock in some profit, while keeping the rest.

Exit: The recommendation to cut the whole position either to take profit or cut losses.

Book Loss: Exiting the whole position to book the accumulated loss.

Book Full Profit(Book Profit): Exiting the whole position to take all the accumulated gains.

Revise Stop Loss (SL): Adjusting pre-set loss-limiting price.

Trailing Stop Loss: Adjusting pre-set loss-limiting price, usually to protect profits as the
stock price increases.

Revise Target: Adjusting the expected future price of a stock based on new information or price action.

1st/ 2nd/ 3rd targets: Staggered price goals for a stock, suggesting points at which to partially book profits.

ROI (Return on Investment): A percentage showing how much profit has been made compared to the initial investment

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Details of Associates

Research Analyst has served as an officer, director or employee of subject company(ies): No

We or our associates may have received compensation from the subject company(ies) in the past 12 months

We or our associates have managed or co-managed public offering of securities for the subject company(ies) in the past 12 months: No

We or our associates may have received compensation for investment banking or merchant banking or brokerage services from the subject company(ies) in the past 12 months. We or our associates may have received any compensation for products or services other than investment banking or merchant banking or brokerage services from the subject company(ies) in the past 12 months. We or our associates may have received compensation or other benefits from the subject company(ies) or third party in connection with the research report. Our associates may have financial interest in the subject company(ies).

Research Analyst or his/her relative’s financial interest in the subject company(ies): No

PHD Capital Private Limited has financial interest in the subject company(ies) at the end of the week immediately preceding the date of publication of Research Report: No

Our associates may have actual/beneficial ownership of 1% or more securities of the subject company(ies) at the end of the month immediately preceding the date of publication of Research Report

Research analyst or his/her relatives, have actual/beneficial ownership of 1% or more securities of the subject company(ies) at the end of the month immediately preceding the date of publication of Research Report or date of the public appearance: No.

PHD Capital Private Limited has actual/beneficial ownership of 1% or more securities of the subject company(ies) at the end of the month immediately preceding the date of publication of Research Report or date of the public appearance: No

By referring to any particular sector, PHD Capital Private Limited does not provide any promise or assurance of favourable view for a particular industry or sector or business group in any manner. The investor is requested to take into consideration all the risk factors including their financial condition, suitability to risk return profile and take professional advice before investing. Such representations are not indicative of future results.

Subject company(ies) may have been client during twelve months preceding the date of distribution of the research report.

Our research should not be considered as an advertisement or advice, professional or otherwise. The investor is requested to take into consideration all the risk factors including their financial condition, suitability to risk return profile and the like and take professional advice before investing.

Investments in securities market are subject to market risks. Read all the related documents carefully before investing.

Registration granted by SEBI and certification from NISM in no way guarantee performance of the intermediary or provide any assurance of returns to investors.

Derivatives are a sophisticated investment device. The investor is requested to take into consideration all the risk factors before actually trading in derivative contracts.

Compliance Officer Details:

Compliance Officer: Mr. Pradip Halder ( CEO & FOUNDER )
Email: compliance@phdcapital.in , Telephone No.: 032-1629-7100

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TERMS AND CONDITIONS OF RESEARCH SERVICES

Parties to these Terms and Conditions:

1. Research Analyst: PHD Capital Private Limited is a SEBI Registered Research Analyst having its registered office address at Office Sadpur-Maslandpur Habra-1 Maslandapur, Basirhat Road, Parganas North, Maslandapur, Barasat, West Bengal, 743289

1. Hereinafter referred to as the "Research Analyst" or “RA”;

1. Client: The individual or entity subscribing to or availing research services provided by the Research Analyst, hereinafter referred to as the "Client."

1. Availing The Services:

The Client hereby accepts the research services and confirms to avail the research services on its own discretion provided by the Research Analyst (“RA”), and the Research Analyst agrees to provide such services in accordance with the terms and conditions set forth underneath.

1. Obligations on RA and Client:

The client and the Research Analyst shall be bound by all applicable regulations, rules, circulars, and amendments issued by SEBI, including the SEBI (Research Analysts) Regulations, 2014 and all the other notifications of the Government, if any from time to time.

1. Client Information and KYC:

The client is bound, upon acceptance of services, to submit all requisite documents as requested by the research analyst and help the RA to complete the KYC process.

“The client hereby gives consent to the research analyst to fetch his KYC documents from the KYC Registration Agency (KRA).”

1. Standard Terms of Service:

The Client acknowledges and gives his consent to be bound by the terms set forth herewith, as well as any applicable amendments or updates provided by the Research Analyst.

The client hereby agrees:

1. I / We have read and understood the terms and conditions applicable to a research analyst as defined under regulation 2(1)(u) of the SEBI (Research Analyst) Regulations, 2014, including the fee structure.

1. I / We are subscribing to the research services for our own benefit and consumption, and any reliance placed on the research report provided by the Research Analyst shall be based on our own judgment and assessment of the conclusions contained in the research report.

I / We understand that:

1. Any investment made based on the recommendations in the research report is subject to market risk.
2. Recommendations in the research report do not provide any assurance of returns.
3. There is no recourse to claim any losses incurred on investments made based on the recommendations in the research report.

• Declaration by Research Analyst:

The Research Analyst further declares that,

1. It is duly registered with SEBI as an RA having Registration No.: INH000016126

, Date of Registration: 08^th May, 2024.

1. It has registration and qualifications required to render the services contemplated under the RA Regulations, and the same are valid and subsisting.
2. The services provided by the RA do not conflict with or violate any provision of law, rule, regulation, contract, or other instrument to which it is a party or to which any of its property is or may be subject.
3. The maximum fee that may be charged by the RA is ₹1.51 lakhs per annum per family of clients.
4. The recommendations provided by the RA do not provide any assurance of returns.

1. Consideration And Mode of Payment:

1. The client shall duly pay the fees to the RA as specified in the invoice or as otherwise agreed in writing between the client and the RA. No research service shall be rendered and no fee shall be charged until the client’s consent to the applicable terms and conditions has been received and duly recorded.
2. The Client agrees to make all payments via: Validated and Exclusive UPI IDs /Net banking/Payment Gateway or any other verified banking channel. Client shall not pay any fees in cash.
3. The Client hereby agrees to pay the fees in the Bank account of Research Analyst only. The RA shall not be liable for any payment made to third party account.

1. Risk Factors:

The Client understands that the services provided by the Research Analyst involve inherent risks, and the Client agrees to bear full responsibility for any financial or other consequences arising from the use of these services.

Investment in the market is subject to market risk, and is also subject to the following:

1. Trading in equities, derivatives, and other securities are subject to market risks and there is no assurance or guarantee of returns.
2. Past performance does not indicate future performance.
3. Research recommendations may not always be profitable, as actual market movements may differ from anticipated trends.
4. The Research Analyst is not responsible or liable for any losses resulting from research recommendations.
5. Investment in securities market are subject to market risks. Read all the related documents carefully before investing.
6. Registration granted by SEBI, Enlistment as RA with Exchange, and certification from NISM do not guarantees the performance of the intermediary or provide any assurance of returns to investors.

1. Conflict of Interest:

The RA shall adhere to the applicable regulations/circulars/directions specified by SEBI from time to time in relation to disclosure and mitigation of any actual or potential conflict of interest. Some of disclosures are as follows:

1. The Research Analyst or any of its officer/employee does not trade in securities which are subject matter of recommendation.

2. There are no actual or potential conflicts of interest arising from any connection to or association with any issuer of products/ securities, including any material information or facts that might compromise its objectivity or independence in the carrying on of Research Analyst services. Such conflict of interest shall be disclosed to the client as and when they arise.

3. Research Analyst or its employee or its associates have not received any compensation from the company which is subject matter of recommendation.

Client is advised to refer the detailed disclosure provided on our website.

1. Termination of Service and Refund of Fees:

The Agreement may be terminated by the client, if the Research Analyst fails to provide the research recommendations. However, the client cannot terminate the agreement solely based on not achieving the desired returns or incurring the losses from trading on the recommendations or the client discontinues the services without a valid reason, or in case of force majeure.

The RA may suspend or terminate rendering of research services to client on account of suspension/cancellation of registration of RA by SEBI and shall refund the residual amount to the client.

In case of suspension of certificate of registration of the RA for more than 60 (sixty) days or cancellation of the RA registration, RA shall refund the fees, on a pro rata basis for the period from the effective date of cancellation/ suspension to end of the subscription period.

1. Grievance Redressal:

In the event of grievances related to non-receipt of the research report, missing content, or deficiencies in services, the Client may raise a grievance. The Research Analyst will ensure Redressal within 7 working days of such complaint.

The client is required to follow the following procedure for any grievance:

• Step 1: The client should first contact the RA at the contact details mentioned below:

Contact No.: +917074751778

Mail ID: support@phdcapital.in

• Step 2: In case, if the client is unsatisfied, he can lodge a complaint with the SEBI through SEBI’s SCORES platform at www.scores.sebi.gov.in.

• Step 3: The client can also consider to seek resolution through the Online Dispute Resolution (ODR) mechanism through SMART ODR Portal: https://smartodr.in.

DISCLAIMER: The client is strictly required to follow the procedure as mentioned above, otherwise the RA shall not be liable delay in resolution of the grievance.

NOTE: Clients are advised to read the Do's and Don’ts for dealing with the Research Analyst, as mentioned in SEBI Master Circular No. SEBI/HO/MIRSD-POD-1/P/CIR/2024/49 dated May 21, 2024, or any updates provided by SEBI in the future.

The clients are requested to go through all the Disclaimers, Disclosures, Refund Policy and information as mentioned on its website.

1. Artificial Intelligence (AI) Disclosure:

The Research Analyst uses Artificial Intelligence (AI) tools to the extent specified in the research services provided to the client. The extent of such use is disclosed to the client at the time of providing the terms and conditions of the research services and may be updated or further disclosed where required. The Research Analyst remains responsible for the research services provided to the client, including the security, confidentiality and integrity of client data.

1. Most Important Terms and Conditions:

1. These terms and conditions, and consent thereon are for the research services provided by the Research Analyst (RA) and RA cannot execute/carry out any trade (purchase/sell transaction) on behalf of, the client. Thus, the clients are advised not to permit RA to execute any trade on their behalf.
2. The fee charged by RA to the client will be subject to the maximum of amount prescribed by SEBI/ Research Analyst Administration and Supervisory Body (RAASB) from time to time (applicable only for Individual and HUF Clients).

Note:

2.1. The current fee limit is Rs 1,51,000/- per annum per family of client for all research services of the RA.

2.2. The fee limit does not include statutory charges.

2.3. The fee limits do not apply to a non-individual client / accredited investor.

1. RA may charge fees in advance if agreed by the client. Such advance shall not exceed the period stipulated by SEBI; presently it is one year (SEBI Circular SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/48 dated 02-Apr-2025, 'Relaxation of provision of advance fee restrictions in case of Investment Advisers and Research Analysts'.) In case of pre-mature termination of the RA services by either the client or the RA, the client shall be entitled to seek refund of proportionate fees only for unexpired period. RA shall not charge any breakage fee.
2. Fees to RA may be paid by the client through any of the specified modes like cheque, online bank transfer, UPI, etc. Cash payment is not allowed. Optionally the client can make payments through Centralized Fee Collection Mechanism (CeFCoM) managed by BSE Limited (i.e. currently recognized RAASB).
3. The RA is required to abide by the applicable regulations/ circulars/ directions specified by SEBI and RAASB from time to time in relation to disclosure and mitigation of any actual or potential conflict of interest. The RA will endeavor to promptly inform the client of any conflict of interest that may affect the services being rendered to the client.
4. Any assured/guaranteed/fixed returns schemes or any other schemes of similar nature are prohibited by law. No scheme of this nature shall be offered to the client by the RA.
5. The RA cannot guarantee returns, profits, accuracy, or risk-free investments from the use of the RA’s research services. All opinions, projections, estimates of the RA are based on the analysis of available data under certain assumptions as of the date of preparation/publication of research report.
6. Any investment made based on recommendations in research reports are subject to market risks, and recommendations do not provide any assurance of returns. There is no recourse to claim any losses incurred on the investments made based on the recommendations in the research report. Any reliance placed on the research report provided by the RA shall be as per the client’s own judgement and assessment of the conclusions contained in the research report.
7. 'Registration granted by SEBI, enlistment with BSE and certification from NISM in no way guarantee performance of the intermediary or provide any assurance of returns to investors.
8. For any grievances,

Step 1: the client should first contact the RA using the details mentioned herewith:

Step 2: If the resolution is unsatisfactory, the client can also lodge grievances through SEBI’s SCORES platform at www.scores.sebi.gov.in

Step 3: The client may also consider the Online Dispute Resolution (ODR) through the Smart ODR portal at https://smartodr.in.

1. Clients are required to keep contact details, including email id and mobile number/s updated with the RA at all times.
2. The RA shall never ask for the client’s login credentials and OTPs for the client’s Trading Account Demat Account and Bank Account. Never share such information with anyone including RA.

1. Optional Centralised Fee Collection Mechanism:

There is an optional ‘Centralized Fee Collection Mechanism for Investment Advisors and Research Analysts’ (CeFCoM) for fee payments. The Research Analyst has presently not opted for the same and once the Research Analyst gets registered for it, then thereafter said mechanism will be available for the client.

1. Confidentiality:

Client shall not share any confidential information with third party without prior consent from the RA which has come to its knowledge.

1. Dispute:

No suit, prosecution or other legal proceeding shall lie against the Research Analyst for any damage caused or likely to be caused by anything which is done in good faith or intended to be done under the provisions of the Securities and Exchange Board of India (Research Analyst) Regulations, 2014.

Any Disputes between the parties shall be resolved through arbitration or other methods mutually agreed upon, in accordance with applicable legal and regulatory guidelines.

1. Severability:

If any provision of this Terms and Conditions is found to be invalid, illegal, or unenforceable, the remaining provisions will remain in full effect, provided the essential purpose of the Terms and Conditions is not undermined.

1. Force majeure:

Neither party shall be held liable for failure or delay in performance under this Terms and Conditions due to circumstances beyond their reasonable control, including but not limited to natural disasters, government actions, or other unforeseen events.

The client hereby agrees to abide with the terms and conditions of the research services.

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Refund Policy

Clients may request cancellation of the subscription or termination of the Research Analyst services in accordance with the applicable terms and conditions. In such cases, where a refund is applicable, the fees shall be refunded on a pro-rata basis for the unexpired period of the subscription, after adjusting the fees attributable to the period for which the services have already been provided, along with applicable statutory taxes or charges, as applicable.

No refund shall be payable for the period for which the Research Analyst services have already been provided.

In the event of suspension of the Research Analyst's registration for more than 60 (sixty) days or cancellation of the Research Analyst registration, the applicable fees shall be refunded to the client on a pro-rata basis for the unexpired period of the subscription.

No separate administrative, processing or breakage fee shall be deducted from the amount refundable for the unexpired period.

Investment in securities markets are subject to market risks. Profits and losses incurred due to the use of our recommendations are solely the responsibility of the client.

By subscribing to our services and making payment, the client acknowledges that they have read, understood, and agreed to this Refund Policy, as well as the disclaimer, disclosure, and other terms mentioned on our website.

For any questions or assistance regarding our Refund Policy, please contact us at:

Phone: 91-7074751778
Email: support@phdcapital.in

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Grievance Redressal Mechanism

We value your trust and are committed to addressing any concerns or complaints promptly and transparently. Clients may reach out to us through any of the following channels:

• Email: Write to us at complain@phdcapital.in for any queries or grievances.
• Phone: Call us at +91- 7074751778 during working hours.
• Post: You may also send a written complaint to our registered office at:
  Sadpur-Maslandpur, Habra-1, Maslandapur, Basirhat Road, 24 Parganas North, BARASAT, WEST BENGAL, 743289.

The grievance shall be redressed promptly and not later than 21 calendar days from the date of receipt of the grievance.

Research service deficiencies: Grievances relating to non-receipt of a research report, missing pages, inability to download a research report, or any other deficiency in research services shall be addressed within 7 business working days from receipt of the grievance.

Escalation Matrix

Below are the key contacts you may approach based on the nature or escalation level of your concern:

Still Not Satisfied?

If your grievance remains unresolved even after contacting the above authorities:

1. Raise your concern through SEBI’s SCORES Portal (SEBI Complaints Redress System):
   https://scores.sebi.gov.in/
2. Still dissatisfied? Proceed to Online Dispute Resolution (ODR):
   https://smartodr.in

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ANNEXURE A

INVESTOR CHARTER IN RESPECT OF RAs

A. Vision and Mission Statements for investors

• Vision Invest with knowledge & safety.
• Mission Every investor should be able to invest in right investment products based on their needs, manage and monitor them to meet their goals, access reports and enjoy financial wellness.

B. Details of business transacted by the Research Analyst with respect to the investors

• To publish research report based on the research activities of the RA
• To provide an independent unbiased view on securities.
• To offer unbiased recommendation, disclosing the financial interests in recommended securities.
• To provide research recommendation, based on analysis of publicly available information and known observations.
• To conduct audit annually
• To ensure that all advertisements are in adherence to the provisions of the Advertisement Code for Research Analysts.
• To maintain records of interactions, with all clients including prospective clients (prior to onboarding), where any conversation related to the research services has taken place.

C. Details of services provided to investors (No Indicative Timelines)

• Onboarding of Clients
• Sharing of terms and conditions of research services
• Completing KYC of fee paying clients
• Disclosure to Clients:
• To disclose, information that is material for the client to make an informed decision, including details of its business activity, disciplinary history, the terms and conditions of research services, details of associates, risks and conflicts of interest, if any
• To disclose the extent of use of Artificial Intelligence tools in providing research services
• To disclose, while distributing a third party research report, any material conflict of interest of such third party research provider or provide web address that directs a recipient to the relevant disclosures
• To disclose any conflict of interest of the activities of providing research services with other activities of the research analyst.
• To distribute research reports and recommendations to the clients without discrimination.
• To maintain confidentiality w.r.t publication of the research report until made available in the public domain.
• To respect data privacy rights of clients and take measures to protect unauthorized use of their confidential information
• To disclose the timelines for the services provided by the research analyst to clients and ensure adherence to the said timelines
• To provide clear guidance and adequate caution notice to clients when providing recommendations for dealing in complex and high-risk financial products/services
• To treat all clients with honesty and integrity
• To ensure confidentiality of information shared by clients unless such information is required to be provided in furtherance of discharging legal obligations or a client has provided specific consent to share such information.

D. Details of grievance redressal mechanism and how to access it

1. 1. Investor can lodge complaint/grievance against Research Analyst in the following ways:

Mode of filing the complaint with research analyst

In case of any grievance / complaint, an investor may approach the concerned Research Analyst who shall strive to redress the grievance immediately, but not later than 21 days of the receipt of the grievance.

Mode of filing the complaint on SCORES or with Research Analyst Administration and Supervisory Body (RAASB)

1. i. SCORES 2.0 (a web based centralized grievance redressal system of SEBI for facilitating effective grievance redressal in time-bound manner) (https://scores.sebi.gov.in)

Two level review for complaint/grievance against Research Analyst:

• First review done by designated body (RAASB)
• Second review done by SEBI

1. ii. Email to designated email ID of RAASB
2. 2. If the Investor is not satisfied with the resolution provided by the Market Participants, then the Investor has the option to file the complaint/ grievance on SMARTODR platform for its resolution through online conciliation or arbitration.

With regard to physical complaints, investors may send their complaints to:

Office of Investor Assistance and Education,
Securities and Exchange Board of India,
SEBI Bhavan, Plot No. C4-A, ‘G’ Block,
Bandra-Kurla Complex, Bandra (E),
Mumbai - 400 051

E. Rights of investors

• Right to Privacy and Confidentiality
• Right to Transparent Practices
• Right to fair and Equitable Treatment
• Right to Adequate Information
• Right to Initial and Continuing Disclosure

Right to receive information about all the statutory and regulatory disclosures

• Right to Fair & True Advertisement
• Right to Awareness about Service Parameters and Turnaround Times
• Right to be informed of the timelines for each service
• Right to be Heard and Satisfactory Grievance Redressal
• Right to have timely redressal
• Right to Exit from Financial product or service in accordance with the terms and conditions agreed with the research analyst
• Right to receive clear guidance and caution notice when dealing in Complex and High-Risk Financial Products and Services
• Additional Rights to vulnerable consumers

Right to get access to services in a suitable manner even if differently abled

• Right to provide feedback on the financial products and services used
• Right against coercive, unfair, and one-sided clauses in financial agreements

F. Expectations from the investors (Responsibilities of investors)

Do’s

1. i. Always deal with SEBI registered Research Analyst.
2. ii. Ensure that the Research Analyst has a valid registration certificate.
3. iii. Check for SEBI registration number.

Please refer to the list of all SEBI registered Research Analyst which is available on SEBI website in the following link:

https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi (opens in a new tab)

=yes&intmId=14)

1. iv. Always pay attention towards disclosures made in the research reports before investing.
2. v. Pay your Research Analyst through banking channels only and maintain duly signed receipts mentioning the details of your payments. You may make payment of fees through Centralized Fee Collection Mechanism (CeFCoM) of RAASB if research analyst has opted for the mechanism. (Applicable for fee paying clients only)
3. vi. Before buying/ selling securities or applying in public offer, check for the research recommendation provided by your Research Analyst.
4. vii. Ask all relevant questions and clear your doubts with your Research Analyst before acting on recommendation.
5. viii. Seek clarifications and guidance on research recommendations from your Research Analyst, especially if it involves complex and high risk financial products and services.
6. ix. Always be aware that you have the right to stop availing the service of a Research Analyst as per the terms of service agreed between you and your Research Analyst.
7. x. Always be aware that you have the right to provide feedback to your Research Analyst in respect of the services received.
8. xi. Always be aware that you will not be bound by any clause, prescribed by the research analyst, which is contravening any regulatory provisions.
9. xii. Inform SEBI about Research Analyst offering assured or guaranteed returns.

Don’ts

1. i. Do not provide funds for investment to the Research Analyst.
2. ii. Don’t fall prey to luring advertisements or market rumors.
3. iii. Do not get attracted to limited period discount or other incentive, gifts, etc. offered by Research Analyst.
4. iv. Do not share login credential and password of your trading, demat or bank accounts with the Research Analyst.

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INTERNAL POLICY ON CONFLICT OF INTEREST ARISING FROM DEALINGS OR TRADING IN SECURITIES OF SUBJECT COMPANY:

1. Objective

The objective of this Policy is to establish internal policies and control procedures to identify, prevent, manage and disclose any actual or potential conflict of interest arising from dealings or trading in securities of a subject company, in accordance with Regulation 15(1)(i) of the SEBI (Research Analysts) Regulations, 2014.

The Policy is intended to ensure that personal interests, investments or dealings of the Research Analyst do not compromise the objectivity, independence or integrity of research activities or recommendations.

2. Identification of Conflict of Interest

The Research Analyst shall identify any actual or potential conflict of interest that may arise due to:

• Any direct or indirect holding or investment in securities of the subject company;
• Any dealing or trading in securities of the subject company;
• Any financial or commercial interest in the subject company;
• Any personal relationship or other interest that may reasonably be perceived to affect the objectivity of the research;
• Any other circumstance which may create an actual or potential conflict between the personal interest of the Research Analyst and the interest of the clients or the integrity of the research recommendation.

3. Restrictions on Dealing and Trading

The Research Analyst shall not undertake any dealing or trading in the securities of a subject company in a manner that creates or may create a conflict of interest with the research recommendation or research activity.

The Research Analyst shall exercise due care to ensure that personal investment decisions do not influence the preparation, modification or publication of any research report or recommendation.

Where the Research Analyst has an existing investment or financial interest in the securities of a subject company, such interest shall be appropriately identified, evaluated and disclosed wherever required.

4. Disclosure of Conflict

Any actual or potential conflict of interest arising from dealings or trading in securities of the subject company shall be appropriately disclosed to the concerned clients/investors and/or in the research report, as applicable under the applicable regulatory requirements.

The disclosure shall be made in a clear and timely manner so that the recipient of the research report or recommendation is aware of the relevant conflict before relying upon the research.

5. Recusal from Research Activity

Where an actual or potential conflict of interest is significant and may compromise, or reasonably appear to compromise, the objectivity of the research, the Research Analyst shall take appropriate measures to manage such conflict.

Where necessary, the concerned Research Analyst shall refrain from participating in the preparation, review or issuance of the relevant research report or recommendation until the conflict has been appropriately addressed.

6. Prohibition on Misuse of Conflict

The Research Analyst shall not use any research report, recommendation, unpublished research information or knowledge of the proposed research recommendation for obtaining any personal or financial benefit.

Personal dealings or trading shall not be undertaken with the intention of benefiting from the anticipated impact of the Research Analyst's own research recommendation.

7. Monitoring and Records

The Research Analyst shall maintain appropriate records relating to conflicts of interest, relevant disclosures and measures taken to manage such conflicts.

The Research Analyst shall periodically review such records and ensure continued compliance with this Policy and the applicable provisions of the SEBI (Research Analysts) Regulations, 2014.

8. Compliance with the Policy

The Research Analyst shall ensure that all dealings and trading in securities of subject companies are conducted in a manner consistent with this Policy and applicable regulatory requirements.

Any violation of this Policy shall be appropriately reviewed and corrective measures shall be undertaken to prevent recurrence.

9. Review of Policy

This Policy shall be reviewed periodically and whenever there is any change in the applicable regulatory framework or in the business activities of the Research Analyst that may have a bearing on conflict-of-interest management.

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Code of Conduct- Securities Dealing Procedures in terms of SEBI
(Research Analysts) Regulations, 2014

INTRODUCTION
SEBI vide its Notification No. LAD-NRO/GN/2014-15/07/1414 dated 1st September, 2014 has
notified SEBI (Research Analysts) Regulations, 2014 which are effective on/after expiry of 29th
November, 2014 (Ninetieth day from the date of their publication if official gazette). These regulations
have been introduced by SEBI with the objective of fostering transparency in security research and
provide the investors with more reliable and useful information to make investment decisions.
These Code of Conduct – Securities Dealing Procedures are being implemented in line with these
regulations.

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COMMISSION DISCLOSURE:

PHD Capital Private Limited is an AMFI-registered Mutual Fund Distributor bearing ARN No. 301724 and is empaneled with various Asset Management Companies ("AMCs") for distribution of Mutual Fund schemes.

We distribute Regular Plan Mutual Fund schemes and may receive trail commission from the respective AMCs for investments made by investors through us. The commission received or receivable may vary depending upon the Mutual Fund scheme, plan, category, AMC, assets mobilized and other applicable factors.

The commission received or receivable by us may constitute a potential conflict of interest. Investors are advised to consider all relevant factors, including the scheme's features, risks, costs, investment objective and suitability, before making any investment decision.

Details of the commission received or receivable for different competing Mutual Fund schemes, as applicable, are available here (opens in a new tab).

The Mutual Fund schemes distributed through us are Regular Plans and involve payment of commission to the Mutual Fund Distributor. Investors may also consider Direct Plans and other investment options available in the market before making an investment decision.

The Company does not guarantee or assure any return or performance of any Mutual Fund scheme. Mutual Fund investments are subject to market risks. Investors are advised to read all scheme-related documents carefully before investing.

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Investor Charter:

Vision

To provide transparent, compliant, and efficient financial product distribution services while ensuring fair treatment and access to relevant information for investors.

Mission

To operate in accordance with applicable regulatory guidelines and maintain high standards of integrity, transparency, and professionalism in mutual fund distribution services.

Rights of Investors

As an investor, you have the right to:

• Receive accurate and complete information about financial products before investing
• Know the commission earned by the distributor on your investments
• Receive transaction confirmations, account statements, and portfolio reports
• Have access to grievance redressal mechanisms
• Have your complaints acknowledged and addressed in a timely manner
• Escalate unresolved complaints through SEBI SCORES (https://scores.sebi.gov.in/) or SMART ODR (https://smartodr.in)
• Access personal data and exercise applicable rights under relevant data protection laws
• Be treated in a fair and transparent manner

Obligations of Investors

As an investor, you are expected to:

• Provide accurate and complete information during onboarding and KYC
• Read all relevant product and scheme-related documents carefully before investing
• Keep personal and contact details updated
• Complete KYC formalities as required
• Maintain records of investment documents and communications
• Understand that investments are subject to market risks

Service Standards

PHD Capital Private Limited endeavors to:

• Process transactions as per timelines prescribed by product providers and platforms
• Acknowledge and address investor queries and complaints in a timely manner
• Maintain confidentiality of investor data in accordance with applicable laws
• Disclose commissions earned on investor transactions
• Ensure that no returns are guaranteed or assured

Do's and Don'ts

Do's:

• Read scheme and product documents carefully before investing
• Verify distributor details on the AMFI website (www.amfiindia.com)
• Complete KYC formalities
• Review investments periodically
• Report discrepancies promptly

Don'ts:

• Do not invest based on unverified information or rumors
• Do not sign blank forms or issue blank cheques
• Do not invest in products without understanding associated risks
• Do not expect assured returns from market-linked investments

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We are an AMFI-registered Mutual Fund Distributor (MFD) bearing ARN: 301724

• We are an AMFI-registered Mutual Fund Distributor bearing ARN: 301724

• We hold a valid Employee Unique Identification Number (EUIN): E573916 which is quoted along with our ARN on all applicable Regular Plan transactions, including execution-only transactions.

• The mutual fund schemes offered through us are Regular Plans, under which commission is payable to us as the Mutual Fund Distributor.

• We do not sell or recommend mutual fund products on the basis of indicative or assured returns, indicative yields or regular income, including by comparing mutual fund investments with fixed deposits or other assured-return products.

• We may receive trail commission and other permissible remuneration in connection with mutual fund investments, including referral fees from lending partners where mutual fund units are pledged as security for a loan. Such financial incentives do not form the basis for recommending any particular scheme or transaction.

• Any request for change of distributor/ARN shall be processed in accordance with the applicable AMFI and regulatory requirements, including the prescribed investor signature verification, notification and objection process and applicable cooling-off period.

• Investors may avail nomination or opt-out declaration, as applicable, and may use MITRA (Mutual Fund Investment Tracing and Retrieval Assistant) for tracing inactive or unclaimed mutual fund folios.

• We maintain appropriate records relating to investors, including KYC records and correspondence relating to scheme or transaction suitability and investor consent/dissent, as applicable.

• We provide the applicable service timelines and grievance escalation mechanism through our Investor Charter and designated grievance contact mechanism.

• The applicable commission rates and scheme offer documents, including SID, SAI and KIM, are made available through the relevant links provided on our platform.

• Where we engage any sub-distributor, we ensure that such sub-distributor holds a valid ARN and complies with applicable SEBI regulations, AMFI guidelines and the AMFI Code of Conduct, including applicable annual self-certification requirements.

Rights & Obligations Of Investors (opens in a new tab)

Investor Rights

• Right to receive complete and accurate information about any Mutual Fund scheme before investing.
• Right to know all costs, commissions, and fees (including trail commission received from AMCs).
• Right to transparent, timely grievance redressal within 15 working days.
• Right to access, correct, and request deletion of personal data under DPDPA 2023.
• Right to invest in Direct Plans directly with AMCs at a lower expense ratio.
• Right to escalate unresolved complaints to SEBI SCORES and SMART ODR.
• Right to receive periodic portfolio statements and Consolidated Account Statement (CAS).

Investor Obligations

• Provide accurate and complete KYC and personal information.
• Read Scheme Information Document (SID), Statement of Additional Information (SAI), and Key Information Memorandum (KIM) before investing.
• Inform us of any changes in personal details, bank accounts, or nominees.
• Review portfolio statements and CAS regularly.
• Do not share login credentials, OTPs, or passwords with anyone — including our staff.
• Comply with FATCA / CRS self-certification requirements.
• Report suspicious communications (phishing, impersonation) immediately.

Distributor Obligations

• Act in the investor's best interest per AMFI Code of Conduct.
• Conduct proper risk profiling before any scheme recommendation.
• Disclose all commissions transparently.
• Not guarantee or promise any specific returns.
• Resolve grievances within 15 working days and maintain the complaints register.
• Maintain investor records as per regulatory requirements.
• Comply with all SEBI and AMFI guidelines including the Master Circular for MFDs.

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Important Links

The following links are provided for the convenience of investors and users to access official regulatory portals, industry bodies, investor education resources, transaction platforms, KYC facilities, and other relevant financial resources. PHD Capital does not control, operate, or assume responsibility for the content, availability, accuracy, or services provided through external websites. Users are advised to independently verify the information available on such external websites.

Regulatory & Investor Protection

AMFI & Mutual Fund Resources

Exchanges & Depositories

Mutual Fund Transaction & Investor Service Platforms

KYC & KRA Resources

Regulatory Code & Guidelines

Disclaimer: PHD Capital does not own, operate, endorse, or control the external websites listed above and shall not be responsible for the content, accuracy, availability, privacy practices, or services provided by such third-party websites. Investors are advised to review the terms, policies, and information available on the respective official websites before relying upon or using any such services.

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PHD Capital Private Limited is a SEBI-registered corporate Research Analyst, with SEBI Registration Number: INH000016126, and License Validity May 08, 2024 – Perpetual. We are also AMFI registered as a corporate Mutual Fund Distributor with License Number: ARN-301724, valid until July 16, 2027. We are also APMI registered as a corporate PMS Distributor with License Number: APRN00865, Valid From 04/09/2024 Till 03/09/2027. Our CIN Number is U67190WB2020PTC237908, and GST Number is 19AALCP2303H1ZH.

PHD Capital Private Limited is Distributor of Portfolio Management Services offered by Prabhudas Lilladhar Private Limited (Portfolio Manager).

PHD Capital Private Limited is merely acting as a facilitator by referring you to Portfolio Manager upon your request, and the assistance provided by PHD Capital Private Limited shall not be considered as an advice/recommendation/ representation by PHD Capital Private Limited to avail Portfolio Management Services. Investment through Portfolio Management Services is subject to risks and there is no guarantee, implied or otherwise, that the general objectives of the product or any other specific performance targets will be achieved. Certain investments can be subject to sudden and large falls in value that could equal or exceed the amount invested. Please read the Disclosure Document relating to PMS Services carefully and evaluate your suitability before investing. Your decision to avail of Portfolio Management Services shall be at your own volition and risk.

Except to the extent required by current laws and/or regulations, PHD Capital Private Limited does not make any warranty, express or implied, including the warranties of merchantability and fitness for a particular purpose nor assumes any legal liability or responsibility for the accuracy, completeness, reliability or usefulness of any information contained on this Portal. Past performance is not necessarily a guide to future performance.

Use of Statements/opinions/recommendations, which contain words, or phrases such as “will”, “expect”, “should”, “believe” and similar expressions or variations of such expressions, that are “forward looking statements”. Actual results may differ materially from those suggested by the forward looking statements. PHD Capital Private Limited including its affiliates, and any of its officers directors, personnel and employees, shall not liable for any loss, damage of any nature, including but not limited to direct, indirect, punitive, exemplary, consequential, as also any loss of profit in any way arising from the use of services of Portfolio Manager in any manner whatsoever.

The names of the Portfolio Strategy do not indicate its future prospects and returns in any manner. The data placed herein are extracted from the factsheet, disclosure documents and other material shared by Portfolio Manager. PHD Capital Private Limited have taken due care while compiling and posting this data, however, in no event PHD Capital Private Limited shall be liable for any errors and/or omissions in the information or the consequences of the use of information as posted on this Portal.

PHD Capital Private Limited may tie-up with one or more portfolio managers registered with SEBI offering PMS services having different/ diversified investment objectives from time to time. As a distributor, PHD Capital Private Limited does not assume any responsibility or liability arising from the sale of any product and the investor’s contract for purchase/sale is directly with the product provider. PHD Capital Private Limited may earn a distribution/ referral fee(s) from the product provider on completion of sale of such products.

The provision of any service or products provided by Portfolio Manager through PHD Capital Private Limited portal shall be expressly subject to the particular terms and conditions as contained in the contract for the supply of such services (Portfolio Manager- Client Agreement). Any warranties or representations made in relation to the provision of PMS Services shall be limited to those incorporated the contract only.

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LOAN AGAINST MUTUAL FUNDS (LAMF)

REGULATORY, REFERRAL & RISK DISCLOSURE

This Loan Against Mutual Funds – Regulatory, Referral & Risk Disclosure ("Disclosure") is issued by PHD Capital Private Limited ("PHD Capital", "Company", "we", "us" or "our") and shall be read together with the Company's Terms & Conditions, Privacy Policy, Consent & Data Sharing Notice, Disclaimer, Grievance Redressal Policy and other applicable policies and disclosures available on the Platform.

This Disclosure governs the manner in which PHD Capital may introduce, refer or facilitate access to loan facilities offered against eligible mutual fund units through third-party banks, NBFCs, financial institutions or other eligible lending entities ("Lender(s)").

This Disclosure is intended to provide Users with transparent information regarding the role of PHD Capital, the role of the concerned Lender, the nature and risks associated with loans against mutual fund units and the applicable referral and grievance mechanisms.

1. PURPOSE AND SCOPE

PHD Capital may, from time to time, facilitate access to loan facilities against eligible mutual fund units by referring or connecting interested Users with third-party Lenders.

The facility commonly referred to as a Loan Against Mutual Funds ("LAMF") is a credit facility under which eligible mutual fund units held by an investor may be accepted as security/collateral by the concerned Lender, subject to the Lender's eligibility criteria, internal credit policies, applicable regulatory requirements and the terms of the applicable loan documentation.

The availability of such facility, the type of mutual fund units eligible as security, the permissible loan amount, Loan-to-Value ("LTV") ratio, margin requirements, rate of interest, tenure, repayment terms, charges and other conditions shall be determined solely by the concerned Lender.

PHD Capital does not independently determine or guarantee the terms of any loan facility offered by a third-party Lender.

2. ROLE AND CAPACITY OF PHD CAPITAL

PHD Capital acts as a referral and facilitation partner in relation to certain loan opportunities offered by third-party Lenders.

Unless expressly stated otherwise and subject to applicable law, PHD Capital:

• Does not itself sanction or approve loans;
• Does not itself determine the creditworthiness or eligibility of a borrower;
• Does not itself determine the interest rate or other commercial terms of a loan;
• Does not itself disburse the loan amount;
• Does not itself receive or hold loan proceeds on behalf of the borrower;
• Does not itself create, maintain or enforce any security interest over mutual fund units;
• Does not itself hold custody of the borrower's mutual fund units;
• Does not guarantee the approval or sanction of any loan;
• Does not guarantee the amount of loan that may be sanctioned;
• Does not guarantee the interest rate, tenure or other terms offered by the Lender; and
• Does not act as the issuer, guarantor or principal obligor in respect of any loan facility offered by a third-party Lender.

The final decision to sanction, reject, modify or otherwise process a loan application shall rest solely with the concerned Lender.

Any referral, introduction or facilitation by PHD Capital shall not constitute a representation that the User is eligible for, or will necessarily receive, a loan facility.

3. DETAILS AND REGULATORY STATUS OF THE ACTUAL LENDER

The loan facility shall be provided by the concerned Lender and not by PHD Capital, unless expressly stated otherwise.

Before or at the point of referral, PHD Capital shall disclose to the User the identity and relevant regulatory details of the concerned Lender. Such disclosure shall include, as applicable:

• Name of Lender: DSP Finance Private Limited
• Type of Entity: Bank / NBFC / Financial Institution / Other
• Applicable Regulatory Status: NBFC-ICC (Investment and Credit Company), not accepting public deposits
• RBI Registration / Licence Details, where applicable: Certificate of Registration (COR) No. N-13.02486
• Website: https://www.dspfin.com/
• Customer Care: support@dspfin.com
• Grievance Redressal Contact: Mr. Nikhil Vibhuti, Grievance Redressal Officer — 022-41484529, grievance.officer@dspfin.com
• Registered Office: 11th Floor, Mafatlal Centre, Nariman Point, Mumbai, Maharashtra – 400021

PHD Capital shall refer Users only to entities that are duly registered, licensed or otherwise legally permitted to undertake the relevant lending activity in the appropriate regulatory capacity.

Before making any referral, PHD Capital shall satisfy itself, based on the information and documents reasonably available to it, that the concerned Lender holds the applicable registration, licence or authorization required for the relevant activity and that the Lender is not making any prohibited or unauthorized claim of guaranteed returns, assured returns or performance in relation to any security or investment product, where such restriction is applicable.

PHD Capital shall maintain appropriate records of the regulatory status and relevant particulars of the Lenders to whom referrals are made and shall take reasonable steps to verify that such regulatory status remains applicable at the time of referral.

Users are also advised to independently verify the regulatory status, credentials and terms of the concerned Lender before entering into any loan agreement.

Where the Lender is a regulated entity, the Lender shall remain responsible for complying with the regulatory requirements applicable to its lending activities.

4. LOAN APPROVAL AND CREDIT ASSESSMENT

The sanction and disbursement of any loan facility shall be subject to the credit assessment and underwriting policies of the concerned Lender.

The Lender may consider various factors, including but not limited to:

• Applicant's identity and KYC status;
• Credit history and credit score;
• Financial profile;
• Income and repayment capacity;
• Nature and value of the mutual fund units;
• Eligibility of the relevant mutual fund scheme;
• Applicable LTV ratio;
• Applicable margin requirements;
• Existing liabilities;
• Loan purpose;
• Documentation requirements; and
• Any other criteria prescribed by the Lender.

PHD Capital does not have authority to guarantee or assure the outcome of such assessment.

A User's existing relationship with PHD Capital, including any mutual fund distribution relationship, shall not by itself create any entitlement to obtain a loan.

5. MUTUAL FUND UNITS AS SECURITY

Under a LAMF facility, eligible mutual fund units may be required to be pledged, lien-marked or otherwise provided as security in favour of the concerned Lender in accordance with the applicable legal and operational framework.

The specific mechanism for creation, perfection, maintenance and release of security shall be determined by the concerned Lender and the relevant intermediaries, depositories, registrars or other service providers involved in the transaction.

The User acknowledges that, once mutual fund units are pledged or otherwise encumbered as security:

• The User's ability to redeem, transfer or otherwise deal with such units may be restricted;
• The User may be required to obtain the Lender's consent for certain transactions;
• The Lender may have rights over the pledged/secured units in accordance with the applicable loan agreement;
• The security may remain effective until the loan and all related obligations are duly discharged; and
• The release of the security shall be subject to the Lender's applicable process and confirmation of fulfilment of the relevant obligations.

Users are advised to carefully review the security and pledge documentation before accepting the loan facility.

6. LOAN-TO-VALUE ("LTV") AND MARGIN REQUIREMENTS

The loan amount available against mutual fund units may be determined with reference to the value of the eligible mutual fund units and the applicable LTV or margin requirements prescribed by the concerned Lender and applicable regulatory framework.

The value attributed to mutual fund units for lending purposes may differ from the amount originally invested by the User and may be subject to the valuation methodology adopted by the concerned Lender.

The applicable LTV, margin and valuation methodology may vary depending upon:

• Type of mutual fund scheme;
• Nature of the underlying assets;
• Equity or debt orientation;
• Liquidity of the scheme;
• Applicable regulatory requirements;
• Lender's internal credit policy; and
• Other factors determined by the Lender.

For banks, RBI's framework has prescribed specific conditions for advances against mutual fund units, including requirements relating to eligible units, lock-in period, valuation by reference to NAV/repurchase price or market value, as applicable, and margin/quantum requirements. The exact terms applicable to a particular facility should therefore be verified with the concerned Lender.

PHD Capital does not independently determine or guarantee the applicable LTV or margin.

7. MARKET VALUE AND MARGIN CALL RISK

The value of mutual fund units may fluctuate due to market movements and changes in the Net Asset Value ("NAV") of the relevant scheme.

A decline in the value of the pledged mutual fund units may result in:

• Reduction in the available borrowing limit;
• Requirement to provide additional security;
• Requirement to repay part of the outstanding loan;
• Requirement to maintain additional margin; or
• Other consequences as specified in the loan agreement.

Users should carefully review the Lender's terms relating to margin maintenance and the consequences of any shortfall.

PHD Capital does not guarantee that the value of the mutual fund units will remain sufficient to support the outstanding loan amount.

8. INTEREST, FEES AND OTHER CHARGES

The applicable interest rate, processing fee, documentation charges, renewal charges, prepayment or foreclosure charges, penal charges, taxes and other costs shall be determined by the concerned Lender.

Before accepting the loan facility, Users are advised to carefully review the complete schedule of charges and applicable loan documentation provided by the Lender.

PHD Capital does not guarantee that any particular interest rate, fee or charge will be available to a User.

The User shall be solely responsible for understanding and complying with the payment obligations specified in the loan agreement.

9. REPAYMENT OBLIGATIONS

The User shall remain solely responsible for repayment of the loan, interest and other applicable charges in accordance with the terms of the loan agreement entered into with the concerned Lender.

Failure to make timely repayment may result in consequences including, but not limited to:

• Levy of applicable penal charges;
• Accrual of additional interest or other charges;
• Adverse impact on the borrower's credit profile;
• Enforcement of security rights by the Lender;
• Invocation or enforcement of pledge/security over eligible mutual fund units; and
• Other remedies available to the Lender under the loan agreement and applicable law.

Users should carefully review the consequences of default before availing the facility.

10. RISK OF ENFORCEMENT OF SECURITY

In the event of default or failure to comply with the terms of the loan agreement, the concerned Lender may exercise its rights over the pledged or secured mutual fund units in accordance with the applicable loan agreement and law.

Such enforcement may result in the sale, redemption or other realization of the secured units, as permitted under the applicable framework.

The value realized from such enforcement may be lower than:

• The original investment amount;
• The value of the mutual fund units at the time of investment; or
• The outstanding loan amount.

Accordingly, Users should fully understand the consequences of default and the Lender's rights before availing a LAMF facility.

11. MUTUAL FUND INVESTMENT RISK

A loan against mutual fund units does not eliminate or reduce the investment risks associated with the underlying mutual fund investment.

The NAV of mutual fund units may rise or fall depending upon market conditions and the performance of the underlying portfolio.

The User shall continue to bear the investment risk associated with the mutual fund units, notwithstanding the fact that such units have been provided as security for a loan.

The User should therefore carefully evaluate:

• The underlying mutual fund scheme;
• Investment objective;
• Risk profile;
• Asset allocation;
• Historical performance;
• Liquidity;
• Applicable expenses; and
• Other relevant factors,

before making any investment decision.

12. NO LINKAGE OR CONDITIONING OF MUTUAL FUND INVESTMENT

Where PHD Capital is engaged in the distribution of mutual fund products and also refers Users to third-party Lenders for loan facilities, the two activities shall remain separate.

The availability or consideration of a loan facility against mutual fund units shall not be represented as a condition for purchasing, subscribing to or investing in any particular mutual fund scheme through PHD Capital.

Similarly, a User's decision to invest in mutual funds through PHD Capital shall not, by itself, guarantee or create an entitlement to receive a loan facility from any third-party Lender.

Any participation in mutual fund investment shall remain voluntary and subject to the User's independent decision.

13. FUNCTIONAL LIMITATIONS OF PHD CAPITAL'S PLATFORM

Where PHD Capital facilitates referrals to third-party Lenders for LAMF facilities, the Platform shall function only as a referral or facilitation interface and shall not perform functions reserved for the concerned regulated Lender or other regulated entity.

Accordingly, unless expressly permitted under applicable law and regulatory requirements:

• PHD Capital shall not capture, accept, process or execute loan orders or loan applications on behalf of the Lender;
• PHD Capital shall not sanction, approve or reject loan applications;
• PHD Capital shall not independently determine the LTV, interest rate, loan amount, margin or other lending terms;
• PHD Capital shall not receive or collect loan funds, repayment amounts or other monies on behalf of the Lender;
• PHD Capital shall not hold or control the User's pledged mutual fund units;
• PHD Capital shall not create or enforce security over the User's mutual fund units; and
• Where the relevant process requires the User to complete an application, transaction or other lending activity, the User shall be redirected to the concerned Lender's own authorized interface, platform or application process.

Any information relating to loan amounts, interest rates, LTV, charges or other terms displayed by PHD Capital, if any, shall be for general or indicative informational purposes only and shall not constitute an offer, sanction or commitment by the Lender.

14. NO GUARANTEE OR ASSURANCE

PHD Capital does not guarantee or assure:

• Approval or sanction of any loan;
• The amount of loan that may be sanctioned;
• The applicable interest rate;
• The tenure of the loan;
• The LTV ratio;
• The valuation of mutual fund units;
• The continued eligibility of any mutual fund units;
• The continued availability of the loan facility;
• The absence of margin requirements;
• The absence of default consequences;
• The release of security within any particular period; or
• Any particular financial outcome.

Any indicative loan amount, interest rate, LTV or other information displayed on the Platform shall be treated as indicative only and shall remain subject to confirmation by the concerned Lender.

15. NO INVESTMENT ADVICE OR CREDIT ADVICE

Unless separately authorized and registered under applicable law, PHD Capital's referral or facilitation of access to a loan facility shall not constitute:

• Investment advice;
• Financial advice;
• Credit advice;
• Legal advice;
• Tax advice; or
• A recommendation to borrow against mutual fund units.

PHD Capital does not represent that availing a loan against mutual fund units is suitable or appropriate for every investor.

Users should independently assess their financial circumstances, repayment capacity, investment objectives and risk tolerance and may obtain independent professional advice before availing any loan facility.

16. REFERRAL FEE / COMMISSION DISCLOSURE

PHD Capital may receive referral fees, commissions or other commercial consideration from third-party banks, NBFCs, financial institutions, lending platforms or other permitted entities in connection with referring or facilitating access to certain loan facilities, where applicable.

Any such referral arrangement shall not be construed as:

• A guarantee of loan approval;
• An assurance of any particular loan terms;
• A representation regarding the creditworthiness of the User;
• A recommendation to borrow; or
• A guarantee regarding the suitability of the loan facility.

Where applicable, the nature of such commercial arrangement shall be disclosed in accordance with applicable laws and regulatory requirements.

17. THIRD-PARTY LENDER DISCLAIMER

Any referral, link, redirection or introduction from PHD Capital's Platform to a third-party Lender is provided solely for facilitating access to the relevant loan facility.

PHD Capital does not control:

• The Lender's credit assessment;
• Loan approval process;
• Interest rates;
• Loan terms;
• Loan documentation;
• Disbursement process;
• Security creation;
• Pledge or lien process;
• Repayment administration;
• Recovery process; or
• Enforcement of security.

The User shall be bound by the terms and conditions, loan agreement, privacy policy, fair practices code and other applicable policies of the concerned Lender upon availing its services.

PHD Capital shall not be responsible for any loss, delay, rejection, technical failure, transaction failure or other consequence arising solely from the acts or omissions of the concerned Lender, except to the extent directly attributable to PHD Capital's own acts, omissions or negligence.

18. REGULATORY RESPONSIBILITY AND REFERRAL COMPLIANCE

The actual Lender shall be responsible for complying with the regulatory framework applicable to its lending activities.

PHD Capital shall undertake referrals only to entities that are duly registered, licensed or otherwise authorized to undertake the relevant activity in the appropriate regulatory capacity.

PHD Capital shall take reasonable steps to verify the regulatory status of the concerned Lender before making a referral and shall not knowingly refer Users to an entity that is not appropriately authorized for the relevant activity.

Where applicable, PHD Capital shall also take reasonable steps to satisfy itself that the concerned referred entity does not make any prohibited claim of assured returns, guaranteed returns or performance in relation to securities or investment products where such claims are prohibited under applicable law or regulation.

Depending upon the nature and regulatory status of the Lender, applicable requirements may include those relating to:

• Customer due diligence and KYC;
• Credit assessment;
• Fair lending practices;
• Disclosure of interest and charges;
• Loan documentation;
• Grievance redressal;
• Data protection;
• Digital lending, where applicable;
• Outsourcing and Lending Service Provider arrangements, where applicable; and
• Other applicable RBI or statutory requirements.

PHD Capital does not represent that it itself is a bank, NBFC, regulated lender or Lending Service Provider ("LSP") unless it holds the relevant status and authorization.

19. DATA SHARING AND USER CONSENT

Where PHD Capital is required to share a User's Personal Data with a third-party Lender for facilitating the requested loan referral or application, such sharing shall be undertaken in accordance with applicable data protection laws and PHD Capital's Privacy Policy and Consent & Data Sharing Notice.

Where consent is required, PHD Capital shall obtain the User's consent for the specific purpose of sharing the relevant Personal Data with the concerned Lender.

The User may decline to provide information that is not mandatory. However, refusal to provide information that is necessary for processing or facilitating the requested loan referral may result in the relevant service not being available.

Where the applicable digital lending framework requires specific borrower consent or restrictions on data collection, the concerned regulated entity and/or LSP shall comply with the requirements applicable to its role.

20. GRIEVANCE REDRESSAL

A. Grievances relating to PHD Capital

For grievances relating specifically to PHD Capital's referral services, communications or conduct, Users may contact:

Grievance Redressal Officer: PRADIP HALDER
Email: compliance@phdcapital.in
Phone: 032-1629-7100
Address: Sadpur-Maslandpur, Habra-1, Maslandapur, Basirhat Road, 24 Parganas North, BARASAT, WEST BENGAL, 743289

PHD Capital shall endeavor to address such grievances in accordance with its applicable grievance redressal mechanism.

B. Grievances relating to the Loan Facility

For grievances relating to:

• Loan sanction or rejection;
• Interest rate;
• Loan amount;
• Loan documentation;
• Disbursement;
• Repayment;
• Interest or charges;
• Pledge/lien creation;
• Release of security;
• Margin requirements;
• Default;
• Recovery; or
• Enforcement of security,

the User should first approach the concerned Lender through its designated grievance redressal mechanism.

Where the concerned Lender is a regulated entity covered by the applicable RBI grievance framework, the User may pursue the escalation mechanism prescribed for that entity, including the applicable RBI Integrated Ombudsman Scheme, where eligible and applicable.

PHD Capital shall not represent that every grievance relating to a third-party loan facility can be escalated through PHD Capital's own grievance mechanism.

21. INVESTOR / BORROWER CAUTION

Before availing a loan against mutual fund units, Users are advised to carefully consider:

• Their ability to repay the loan;
• The applicable interest rate and total borrowing cost;
• The applicable LTV and margin requirements;
• The possibility of fluctuation in the NAV of the mutual fund units;
• The possibility of a margin shortfall;
• The consequences of default;
• The Lender's rights over the pledged units;
• The possibility of enforcement of security;
• The impact of borrowing on their overall financial position; and
• Any applicable tax, legal or financial implications.

A User should not avail a loan merely because a loan facility is available against an existing mutual fund investment.

22. IMPORTANT DISCLOSURE REGARDING MUTUAL FUND DISTRIBUTION

PHD Capital may separately act as a distributor of mutual fund products, where applicable and subject to its applicable registration and regulatory status.

The provision of mutual fund distribution services and the referral of loan facilities against mutual fund units are separate activities.

No User shall be required to purchase, subscribe to or invest in any particular mutual fund scheme as a condition for obtaining a loan facility, and no User shall be guaranteed a loan facility merely by investing in mutual funds through PHD Capital.

Users should make independent decisions regarding both mutual fund investments and borrowing requirements.

23. INTELLECTUAL PROPERTY

Any intellectual property, including content, text, images, graphics, illustrations, charts, designs, logos and other materials available on the Platform, shall remain the property of PHD Capital or the respective rights holder.

Such materials shall not be copied, reproduced, modified, republished, transmitted, distributed or otherwise used for commercial or non-personal purposes without prior written permission from the relevant rights holder, except as permitted under applicable law.

24. AMENDMENT AND REGULATORY SUPREMACY

PHD Capital reserves the right to amend, modify or update this Disclosure from time to time to reflect changes in applicable laws, regulations, regulatory directions, business arrangements or services.

Any updated version shall be made available on the Platform and shall be effective from the date specified therein.

In the event of any conflict or inconsistency between this Disclosure and any applicable law, regulation, circular, notification, regulatory direction or order issued by a competent authority, the applicable law or regulatory requirement shall prevail.

IMPORTANT BORROWER WARNING

A Loan Against Mutual Funds is a credit facility and not an investment product. The loan is subject to interest, charges, repayment obligations and the terms and conditions prescribed by the concerned Lender.

The value of mutual fund units offered as security may fluctuate due to market conditions. A decline in the value of such units may result in additional margin requirements or other consequences as specified by the Lender. In case of default, the Lender may exercise its rights over the pledged or secured mutual fund units in accordance with the applicable loan agreement and law.

PHD Capital does not guarantee or assure loan approval, sanction, disbursement, interest rate, loan amount or any other terms of the loan facility.

es and repayment obligations before availing any loan facility.

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REGULATORY DISCLOSURE & REFERRAL DISCLAIMER

This Bond Investment – Regulatory Disclosure & Referral Disclaimer ("Disclaimer") is issued by PHD Capital Private Limited ("PHD Capital", "Company", "we", "us" or "our") and shall be read together with the Company's Terms & Conditions, Privacy Policy, Consent & Data Sharing Notice, Risk Disclosures, Grievance Redressal Policy and other applicable policies and disclosures available on the Platform.

This Disclaimer applies to bond and debt investment opportunities that may be introduced, referred or facilitated by PHD Capital through third-party platforms, service providers and/or regulated entities.

1. ROLE AND CAPACITY OF PHD CAPITAL

PHD Capital acts as a referral partner for certain bond and debt investment opportunities made available through third-party platforms, intermediaries and/or regulated entities.

PHD Capital does not provide any research, research report, research recommendation or research-based analysis in respect of the bond or debt securities referred or facilitated through the Platform. The Company's bond and debt referral activities shall remain separate from its research activities and shall be undertaken in accordance with the applicable requirements relating to segregation of research and distribution activities, including Regulation 26C of the SEBI (Research Analysts) Regulations, 2014, as applicable.

PHD Capital does not itself operate an Online Bond Platform ("OBP") or act as an Online Bond Platform Provider ("OBPP"), unless expressly stated otherwise and PHD Capital is duly authorized and registered to undertake such activities under the applicable regulatory framework.

The referral or introduction of an investment opportunity by PHD Capital should not be construed as PHD Capital operating an OBP, acting as an OBPP, or providing any regulated service for which separate registration or authorization is required.

Where a User expresses an interest in a bond or debt investment opportunity, PHD Capital may, based on the User's request or interest, provide relevant information and/or refer, redirect or connect the User with the concerned third-party platform, intermediary or service provider.

The actual investment-related activities, including, as applicable, investor onboarding, KYC, account opening, order placement, execution, payment, settlement, allotment, holding, custody, redemption and maturity-related processes, shall be undertaken by the concerned issuer, broker, intermediary, OBPP, exchange, clearing corporation, depository, registrar or other relevant service provider, as applicable.

PHD Capital shall not be responsible for obligations or services that are solely attributable to such third-party entities, except to the extent directly attributable to the acts or omissions of PHD Capital.

PHD Capital’s bond and debt investment referral activities shall be restricted to listed debt securities, listed municipal debt securities, listed securitized debt instruments, debt securities proposed to be listed through a public issue, listed Government securities, State Development Loans (SDLs), Treasury Bills and listed Sovereign Gold Bonds, as permitted under applicable regulatory requirements. PHD Capital shall not refer or facilitate any unlisted, privately placed or otherwise non-permitted bond or debt securities.

2. DETAILS OF THIRD-PARTY PLATFORM / SERVICE PROVIDER

Where PHD Capital refers or redirects a User to an Online Bond Platform Provider (OBPP), PHD Capital shall mandatorily disclose to the User, before or at the point of referral, the name of the OBPP, its regulatory registration number and stock exchange membership number. The User shall be provided these details to enable independent verification of the OBPP’s regulatory status before proceeding with the referral or investment.

Such information may include:

• Name of the third-party platform/entity;
• Applicable regulatory registration details;
• Stock exchange membership details, where applicable;
• Registered office and contact details;
• Website/platform details; and
• Applicable grievance redressal mechanism.

The User is advised to independently verify the regulatory status, registration details, credentials and services of the concerned third-party platform or entity before proceeding with any investment or transaction.

Where the referred entity is an Online Bond Platform Provider (OBPP), the User should independently verify its applicable regulatory registration and status before using its services.

PHD Capital shall refer Users only to entities duly registered with SEBI in the appropriate regulatory capacity, as applicable. Before making any referral, PHD Capital shall satisfy itself that the referred entity holds the required registration and does not make any prohibited claim of returns or performance in respect of securities, in accordance with applicable SEBI regulations.

Third-Party Platform / Service Provider Details, where applicable:

Name: Grip Broking Private Limited (Grip Invest)
Regulatory Registration No.: SEBI Stock Broker Registration No. INZ000312836; Depository Participant Reg. No. IN-DP-809-2025
Stock Exchange Membership No.: NSE Member Code 90319
Website: https://www.gripinvest.in/
Grievance Contact: Ms. Jyotsna, Compliance Officer — 93555 90389, complianceofficer@gripinvest.in

The above information may vary depending upon the particular bond, debt security, issuer or platform referred to by PHD Capital.

3. NATURE OF BOND AND DEBT INVESTMENTS

Investment in bonds and other debt securities involves various risks and is not equivalent to a bank deposit or a guaranteed investment product.

Depending upon the nature, structure and terms of the relevant security, investments may be subject to, among others:

• Credit risk;
• Default risk;
• Interest rate risk;
• Liquidity risk;
• Market risk;
• Reinvestment risk;
• Downgrade risk;
• Issuer-specific risk;
• Settlement and operational risks; and
• Risk of delay and/or default in payment of principal and/or interest.

The value and liquidity of a bond or debt security may be affected by prevailing market conditions, interest rates, credit quality of the issuer and other economic and market factors.

An investor may receive less than the amount originally invested, particularly where the security is sold or exited before maturity or where the issuer fails to make payments in accordance with the terms of the security.

4. NO GUARANTEE OR ASSURANCE

PHD Capital does not guarantee, assure or represent:

• Any fixed, assured or guaranteed return on investment;
• Repayment of principal or payment of interest;
• Timely payment of interest, principal or redemption proceeds;
• The creditworthiness or financial position of any issuer;
• The future market value or liquidity of any bond or debt security;
• The absence of default, delay or loss; or
• Any particular investment outcome or return.

Any historical return, yield, coupon, projected return, credit rating or other indicative information should not be interpreted as a guarantee or assurance of future performance.

Credit ratings are opinions provided by credit rating agencies and are subject to change. A credit rating does not eliminate the possibility of default, delay or loss.

5. REGULATORY RISK WARNING

Where applicable, the prescribed regulatory risk warning relating to investments in debt securities, municipal debt securities and securitized debt instruments shall be displayed in the manner and form prescribed under the applicable regulatory framework.

The following risk warning shall be displayed wherever applicable:

"Investments in debt securities/ municipal debt securities/ securitized debt instruments are subject to risks including delay and/ or default in payment. Read all the offer related documents carefully".

The applicability, placement and manner of display of any prescribed regulatory warning shall be determined based on the nature of the communication, product and applicable regulatory requirements.

6. INVESTOR'S INDEPENDENT DECISION AND DUE DILIGENCE

All investment decisions shall be taken independently by the User after evaluating the relevant investment opportunity and considering the User's own financial circumstances, investment objectives, risk appetite and investment horizon.

Before investing, Users are advised to carefully review and understand, as applicable:

• Offer documents and information memoranda;
• Key Information Document ("KID"), where applicable;
• Terms and conditions of the relevant security;
• Details and financial position of the issuer;
• Credit rating and rating rationale;
• Coupon/interest rate;
• Tenure and maturity;
• Redemption and repayment terms;
• Security or collateral, where applicable;
• Liquidity and exit options;
• Applicable taxes, charges and fees;
• Risk factors and disclosures; and
• Other relevant information provided by the issuer or concerned regulated entity.

PHD Capital does not guarantee or assure that any bond or debt security is suitable, profitable or appropriate for a particular User.

Users should conduct their own due diligence and may seek independent financial, legal, tax or other professional advice, as appropriate, before making an investment decision.

PHD Capital’s Platform shall not capture or execute orders, display ISIN-level prices, yields or quantities, or collect or hold investor funds in relation to bond transactions. Users shall be redirected to the interface of the concerned SEBI-registered Online Bond Platform Provider (OBPP) for any order placement, transaction execution, payment or other investment-related activity.

Interest income from bonds and debt securities may be taxable at the applicable rate/slab, and tax may be deducted at source (TDS), as applicable. The tax treatment of capital gains may differ where a security is sold or redeemed before maturity and shall depend on applicable tax laws. The price displayed for a security may differ from its coupon rate or other issuer-level economics. The applicable minimum lot size or denomination shall be disclosed before investment, as applicable.

Interest income from bonds and debt securities may be taxable at the applicable tax rate/slab, and TDS may apply, as per applicable law. The tax treatment of capital gains may vary in case of sale or redemption before maturity. The displayed price may differ from the coupon rate or other pricing economics of the security. The applicable minimum lot size or denomination shall be disclosed before investment.

7. REFERRAL FEE / COMMISSION DISCLOSURE

PHD Capital may, where applicable, receive a referral fee, commission, distribution fee or other commercial consideration from a third-party platform, intermediary, issuer or other permitted entity in connection with referring or facilitating access to certain bond or debt investment opportunities.

Such referral fee, commission, distribution fee or other commercial consideration is received in connection with the referral or facilitation activity and shall not relate to any research report, research recommendation or research-based analysis in respect of the bond or debt securities referred or facilitated through the Platform.

Where applicable, the nature of such commercial arrangement shall be disclosed to the User in accordance with applicable laws and regulatory requirements.

Any referral fee or commercial consideration received by PHD Capital shall not be construed as:

• A guarantee of returns;
• An assurance of repayment;
• An endorsement of the creditworthiness of the issuer;
• A representation regarding the safety or liquidity of the investment; or
• A representation that the investment is suitable for the User.

Referral / Commission Disclosure, where applicable:

PHD Capital may receive referral fees, commissions, or other commercial consideration from third-party entities in connection with certain bond and debt investment referrals, where applicable.

The User is advised to consider the existence of such commercial arrangements while making an independent investment decision.

9. THIRD-PARTY PLATFORM DISCLAIMER

Any link, referral, redirection or introduction from PHD Capital's Platform to a third-party bond platform, issuer, intermediary or service provider is provided solely to facilitate access to the relevant service or investment opportunity.

PHD Capital does not control the operations, content, policies, technology, transaction processing or services of such third-party entities.

Upon accessing or using a third-party platform, Users may be subject to the terms and conditions, privacy policy, risk disclosures and other applicable policies of that third party.

PHD Capital shall not be responsible for any loss, delay, error, technical issue, transaction failure or other consequence arising solely from the acts or omissions of the concerned third-party platform or service provider, except to the extent directly attributable to PHD Capital's own acts, omissions or negligence.

10. REGULATORY STATUS AND NO REPRESENTATION AS OBPP

PHD Capital's referral activities shall not be construed as PHD Capital operating an Online Bond Platform or acting as an Online Bond Platform Provider ("OBPP").

Where PHD Capital refers a User to an actual OBPP or other regulated entity, the User is advised to independently verify the regulatory status and registration details of the concerned entity.

The regulatory requirements applicable to an OBPP, stock broker, issuer, exchange, depository or other regulated entity shall apply to such entity in accordance with the nature of its activities and regulatory status.

PHD Capital shall not represent or imply that it itself holds any regulatory registration, membership or authorisation that it does not actually hold.

11. DATA SHARING AND USER CONSENT

Where it is necessary to share a User's Personal Data with a third-party platform, intermediary or service provider for facilitating a referral or requested service, such sharing shall be undertaken in accordance with applicable data protection laws and PHD Capital's Privacy Policy and Consent & Data Sharing Notice.

Where consent is required, PHD Capital shall obtain the User's consent for the collection, processing and sharing of relevant Personal Data for the specific purpose for which such data is required.

Users may decline to provide information that is not mandatory. However, refusal to provide information that is necessary for facilitating the requested referral or service may result in the relevant service or referral not being available.

12. GRIEVANCE REDRESSAL

A. Grievances relating to PHD Capital

For grievances relating specifically to PHD Capital's referral activities, communications, conduct or services, Users may contact:

Grievance Redressal Officer: PRADIP HALDER
Email: compliance@phdcapital.in
Phone: 032-1629-7100
Address: Sadpur-Maslandpur, Habra-1, Maslandapur, Basirhat Road, 24 Parganas North, BARASAT, WEST BENGAL, 743289

PHD Capital shall endeavor to address grievances received by it in accordance with its applicable grievance redressal mechanism and applicable regulatory requirements.

B. Grievances relating to third-party platforms or transactions

For grievances relating to:

• Bond order placement or execution;
• Payment or settlement;
• Allotment;
• Redemption or maturity;
• Demat or custody;
• Issuer-related matters; or
• Services provided by a third-party platform or regulated intermediary,

the User should first approach the concerned third-party entity through its designated grievance redressal mechanism.

Where the concerned entity is a regulated entity covered under the applicable securities-market grievance redressal framework, the User may pursue the remedies available under the applicable regulatory framework, including SEBI SCORES and/or the Online Dispute Resolution (ODR) mechanism, wherever applicable.

The availability and applicability of SCORES, ODR, exchange grievance mechanisms or other dispute resolution mechanisms shall depend upon the nature of the grievance and the regulatory status of the concerned entity.

Users should refer to the grievance redressal mechanism of the relevant entity for the appropriate escalation process.

13. INVESTOR CAUTION

Investors are advised not to rely solely upon:

• Promotional material;
• Illustrations;
• Historical data;
• Indicative yields;
• Credit ratings;
• Projected returns; or
• Any other marketing or informational material,

while making investment decisions.

Investors should independently assess whether the relevant bond or debt security is appropriate for their financial objectives, risk appetite, investment horizon and financial circumstances.

No communication issued by PHD Capital shall be interpreted as a promise, assurance or guarantee of investment returns or repayment.

14. NO INVESTMENT ADVICE

Unless PHD Capital is separately authorized and registered to provide investment advisory services, any information, introduction, referral or facilitation provided through the Platform shall not be construed as personalised investment advice, financial advice, legal advice or tax advice. For avoidance of doubt, the bond and debt referral activities covered under this Disclaimer do not constitute research services or research recommendations in respect of the referred bond or debt securities.

PHD Capital does not undertake to assess the suitability or appropriateness of any bond or debt security for any particular User.

Users are encouraged to obtain independent professional advice wherever considered necessary.

15. INTELLECTUAL PROPERTY

Any intellectual property, including content, text, images, graphics, charts, illustrations, designs, logos and other materials available on the Platform, shall remain the property of PHD Capital or the respective rights holder.

Such materials shall not be copied, reproduced, modified, republished, uploaded, transmitted, distributed or otherwise used for commercial or non-personal purposes without obtaining prior written permission from the relevant rights holder, except as permitted under applicable law.

16. AMENDMENT AND REGULATORY SUPREMACY

PHD Capital reserves the right to amend, modify or update this Disclaimer from time to time to reflect changes in applicable laws, regulations, regulatory directions, business practices or services.

The updated version shall be made available on the Platform and shall be effective from the date specified therein.

In the event of any conflict or inconsistency between this Disclaimer and any applicable law, regulation, circular, notification, direction or order issued by a competent regulatory authority, the applicable law or regulatory requirement shall prevail.

IMPORTANT INVESTOR WARNING

Investments in debt securities/ municipal debt securities/ securitized debt instruments are subject to risks including delay and/ or default in payment. Read all the offer related documents carefully.

Investments in bonds and debt securities are subject to market, credit, liquidity, interest-rate and other risks. PHD Capital does not guarantee or assure any return, repayment of principal or payment of interest. Investors are advised to independently evaluate the relevant investment opportunity and carefully read all applicable offer-related documents and risk disclosures before investing.

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Master Terms of Use:

1. Introduction

PHD Capital Private Limited (hereinafter referred to as the "Company", "PHD Capital", "we", "us" or "our"), is a company duly incorporated under the provisions of the Companies Act, 2013, bearing Corporate Identification Number (CIN): U67190WB2020PTC237908, having its registered office at Sadpur - Maslandapur Habra -1, Maslandapur, North 24 Parganas, Basirhat Road, Parganas North, Maslandapur, West Bengal, India – 743289.

PHD Capital operates as a technology-enabled financial services platform with the objective of facilitating access to and providing certain financial products and related services to eligible users through its mobile application. The Company provides access to different financial products and services in accordance with the nature of the respective service, the regulatory framework applicable thereto, and the capacity in which the Company is permitted to act.

The Company holds an applicable AMFI Registration Number (ARN - 301724) and is engaged in the distribution of mutual fund products in its capacity as a Mutual Fund Distributor, subject to the applicable laws, rules, regulations, circulars, guidelines and regulatory requirements governing mutual fund distribution. The Company is also registered with the Securities and Exchange Board of India ("SEBI") as a Research Analyst- INH000016126, and provides research-related services in its capacity as a SEBI-registered Research Analyst, subject to the applicable provisions of the SEBI (Research Analysts) Regulations, 2014, as amended from time to time, and other applicable regulatory requirements.

In addition to the aforesaid regulated activities, PHD Capital operates its digital platform through which users may access or be facilitated in accessing certain other financial products and services offered either directly by the Company in its applicable capacity or through third-party regulated entities, financial institutions, intermediaries, platforms, lenders, issuers, distributors, service providers or other authorized partners, as applicable.

The Application is designed to provide users with access to a consolidated digital interface covering multiple financial product categories. Depending upon the nature of the product or service selected by a User, PHD Capital may act as a Mutual Fund Distributor, SEBI-registered Research Analyst, referral or facilitation partner, distribution partner, or technology-enabled intermediary/facilitator, as may be applicable to the relevant service.

Accordingly, the role and responsibilities of PHD Capital may differ from one service to another. The User acknowledges that the mere availability of a product or service on, or through, the Application does not mean that PHD Capital itself is the issuer, lender, investment product manufacturer, Online Bond Platform Provider ("OBPP"), custodian, trustee, stock broker, bank, Non-Banking Financial Company ("NBFC"), or other regulated entity in relation to every product or service made available through the Application. The specific role of PHD Capital in relation to each service shall be determined in accordance with the relevant Service Schedule forming part of these Terms of Use.

The Application currently provides access to or facilitates access to the following broad categories of services:

1.1 Mutual Fund Distribution Services

PHD Capital, in its capacity as an AMFI-registered Mutual Fund Distributor, facilitates the distribution of mutual fund schemes offered by eligible Asset Management Companies ("AMCs") and/or through relevant transaction platforms, registrars, transfer agents and other authorized service providers, as applicable.

Through the Application, eligible Users may be provided access to information relating to mutual fund schemes and may be facilitated in making investments, including, where available and applicable, lump-sum investments, Systematic Investment Plans ("SIPs"), Systematic Transfer Plans ("STPs"), switches and redemptions, subject to the terms and conditions of the relevant mutual fund schemes and applicable regulatory requirements.

The actual mutual fund investment is subject to the applicable scheme-related documents, including the Scheme Information Document ("SID"), Key Information Memorandum ("KIM"), Statement of Additional Information ("SAI"), applicable addenda and other relevant documents. Mutual fund investments are subject to market risks and the User is required to read all relevant scheme-related documents carefully before investing.

PHD Capital may receive commission or other permissible remuneration from AMCs or other applicable sources in accordance with the applicable regulatory framework. The nature of such remuneration and applicable disclosures shall be made available to the User as required under applicable laws and regulations.

As an AMFI-registered Mutual Fund Distributor (ARN holder), the Company may review and analyse the mutual fund products and schemes referred to or made available through the Platform in accordance with the applicable SEBI regulations, AMFI guidelines and applicable regulatory requirements. Any such analysis shall be provided for informational and distribution-related purposes and shall not be construed as independent investment advice.

Incidental Investment Advice Disclosure

The Distributor may provide investment advice to its clients incidental to its primary activity of distribution of mutual fund products, as permitted under Regulation 4(d) of the SEBI (Investment Advisers) Regulations, 2013, and applicable regulatory requirements.

The mutual fund scheme being subscribed to through this platform is a Regular Plan, under which commission is payable to the Mutual Fund Distributor (MFD). Investors are advised to review the applicable scheme offer documents, including the Scheme Information Document (SID), Statement of Additional Information (SAI) and Key Information Memorandum (KIM), before investing.

1.2 Research Analyst Services

PHD Capital, in its capacity as a SEBI-registered Research Analyst, may provide research-related services and research products to eligible Users through the Application, subject to the applicable regulatory framework governing Research Analysts.

Such services may include research reports, research-based analysis, market-related information, securities research and other services permitted under the applicable regulatory framework. The nature, scope, fees and other applicable terms of such services shall be specified separately in the relevant service-specific terms and disclosures.

Research-related content made available through the Application shall be provided in accordance with the applicable regulatory requirements. Such research does not constitute any assurance or guarantee of returns or profits, and all investment decisions shall remain solely with the User. The User acknowledges that securities markets are subject to market risks and that past performance or historical information should not be construed as an assurance of future performance.

The Research Analyst services provided by PHD Capital shall be distinct from its activities as an AMFI-registered Mutual Fund Distributor, and the respective regulatory capacities and applicable disclosures shall be maintained separately.

For Research Analyst services, the Company may charge a maximum fee of Rs. 1,51,000 per annum per family of client, applicable to individual and Hindu Undivided Family (HUF) clients who are not Accredited Investors, exclusive of applicable statutory charges. The fee applicable to non-individual clients and Accredited Investors shall be as mutually agreed between the parties.

The Company shall provide its Research Analyst services through a separately identifiable department/division maintained at arm’s length from its mutual fund distribution business. Client-level segregation shall not presently be required where the research universe and distribution universe do not overlap. However, if the Company at any time provides research services in respect of any product that it distributes, the applicable client-level segregation requirements shall apply.

1.3 Bond Referral and Facilitation Services

The Application may facilitate access to investment opportunities in bonds and other fixed-income securities by referring or redirecting eligible Users to third-party bond platforms, intermediaries, distributors, issuers or other authorized entities, as applicable.

PHD Capital's role under this service is primarily to act as a referral and/or facilitation partner. PHD Capital does not itself operate as an Online Bond Platform Provider ("OBPP") merely by providing such referral or facilitation services and does not itself undertake the execution, clearing, settlement, custody or holding of bonds or investor funds in connection with transactions carried out through third-party platforms, unless expressly stated otherwise and permitted under applicable law.

Where a User chooses to invest in bonds or other fixed-income products through a third-party platform or intermediary to which the User has been referred or redirected, the relevant investment transaction shall be undertaken directly with such third-party entity and shall be governed by the terms, conditions, disclosures and regulatory framework applicable to such entity and the relevant product.

PHD Capital may receive referral fees, distribution remuneration or other permissible consideration from the relevant third-party platform, intermediary or partner for successful referrals or other qualifying activities, where applicable. Any such material remuneration or potential conflict of interest shall be disclosed to the User in accordance with applicable requirements.

A referral or facilitation by PHD Capital shall not, by itself, be construed as investment advice, a recommendation, solicitation or assurance of the suitability, safety, liquidity, creditworthiness or profitability of any bond or fixed-income product, unless expressly provided by PHD Capital in its separately regulated capacity and in accordance with applicable law.

1.4 Loan Facilitation and Referral Services Against Mutual Funds and Deposits

The Application may provide Users with access to or facilitate referrals for loan products or financing facilities secured against eligible financial assets, including, where applicable, mutual fund investments and deposits.

Under this service, PHD Capital may act as a referral, lead-generation and/or facilitation partner for banks, NBFCs, financial institutions, lenders or other authorized lending partners. PHD Capital itself does not, merely by facilitating or referring a User, act as the lender or assume responsibility for sanctioning, approving or disbursing the loan.

The final decision regarding eligibility, credit assessment, sanction, interest rate, loan amount, tenure, security, pledge or lien requirements, documentation, repayment terms, processing fees and other applicable terms shall be determined solely by the relevant lending institution or authorized partner in accordance with its internal policies and applicable laws.

PHD Capital may receive referral fees, commission or other permissible remuneration from the relevant lending partner for eligible referrals or successful loan facilitation, where applicable. The User acknowledges that submission of a loan application or referral through the Application does not guarantee approval or sanction of any loan facility.

The specific terms applicable to loan facilitation, including the role of PHD Capital, the role of the lending institution and the applicable security or pledge arrangements, shall be governed by the relevant Service Schedule and the terms and conditions of the concerned lender.

1.5 Loan / Overdraft Against Fixed Deposit and Referral Services

The Application may facilitate access to loan, overdraft or other credit facilities offered against Fixed Deposits or other eligible deposits maintained with banks, financial institutions, NBFCs or other authorized entities, as may be made available from time to time and subject to applicable laws and regulations.

PHD Capital may act as a distribution, referral, sourcing or facilitation partner for such loan or credit facilities, as applicable. Unless expressly stated otherwise, PHD Capital does not itself accept deposits, sanction or disburse loans, provide credit facilities, determine the terms of any loan or overdraft facility, or assume any obligations or liabilities of the relevant lender or financial institution.

The availability, eligibility, approval, interest rate, loan-to-value ratio, tenure, repayment terms, margin requirements, processing fees, foreclosure or premature closure conditions, security requirements and other terms and conditions relating to any loan or overdraft facility against Fixed Deposit shall be determined solely by the relevant lender or financial institution and shall be subject to its applicable policies, terms and conditions.

PHD Capital may receive commission, referral fees, sourcing fees, distribution remuneration or other permissible consideration from the relevant lender, financial institution or partner for referring or facilitating Users, where applicable. The availability of any loan or credit facility through the Application shall not be construed as a guarantee, endorsement or assurance by PHD Capital regarding the approval of such facility, the financial soundness of the lender, or the terms, suitability or performance of the facility, except to the extent expressly required under applicable law.

1.6 Nature of the Platform and Third-Party Services

The Application is intended to provide Users with a consolidated digital interface through which different financial products and services may be accessed, distributed, researched, referred or facilitated, depending upon the nature of the relevant service.

Certain products and services available through the Application may be provided, processed, executed or fulfilled by third-party entities. Such third parties may include, without limitation, AMCs, mutual fund transaction platforms, RTAs, bond platforms, issuers, banks, NBFCs, financial institutions, lending partners, deposit providers, payment gateways, technology service providers and other authorized service providers.

Where a product or service is provided by a third party, PHD Capital's role shall be limited to the extent expressly stated in the applicable Service Schedule and/or the relevant agreement with such third party. The User may be required to accept additional terms and conditions, complete separate KYC or onboarding formalities, provide additional information, or enter into separate contractual arrangements with such third-party entity.

The User acknowledges that each financial product or service carries its own risks, costs, eligibility criteria, regulatory requirements and contractual terms. Accordingly, the User is advised to carefully review the relevant product documents, offer documents, terms of service, risk disclosures and other applicable documentation before proceeding with any transaction or availing any service.

Nothing contained in these Terms of Use shall be construed as creating a relationship between PHD Capital and the User beyond the specific capacity in which PHD Capital provides or facilitates the relevant service.

The Application may, from time to time, be modified, expanded, discontinued or supplemented with additional products or services. The availability of any particular product or service may depend upon the User's eligibility, geographical location, regulatory restrictions, product availability and other applicable conditions.

These Terms of Use, together with the Service-Specific Schedules, Privacy Policy, Risk Disclosures, regulatory disclosures and any other applicable policies or agreements made available on or through the Application, shall collectively govern the User's access to and use of the Application and the services provided or facilitated through it.

2. The Platform/Mobile Application:

The mobile application 'PHD Capital' (hereinafter referred to as “Application") is owned and operated by PHD Capital Private Limited.

PHD Capital Private Limited (“PHD Capital") is in the business of distribution of financial products through its mobile technology platform. PHD Capital requests you to carefully go through these terms & conditions ("Terms & Conditions") to avail the access to the distribution network of PHD Capital through its mobile technology platform. If you continue to browse and use this Application, you are agreeing to comply with, abide by and be bound by all the obligations as stipulated in the following terms and conditions of use, which together with our privacy policy and any other applicable policies which are incorporated herein by way of reference or available by hyperlink, shall govern PHD Capital, relationship with you in relation to this application. These Terms & Conditions supersede all previous oral and written terms and conditions (if any) communicated to you and shall act as an Agreement between PHD Capital and Users. It is further clarified that the Company reserves the right to execute any additional separate agreement with the Users with respect to any specific terms and conditions and/or commercials and thus, these Terms and Conditions, and such additional agreement(s) and the Platform Agreement shall be read and construed together.

THE USE OF THIS APPLICATION IS SUBJECT TO THE FOLLOWING

• Terms & Conditions:

Definitions

"User", "You/you", "Your/your" means any person or user or Registered user or viewer or Registered Customer who views, browses, accesses or uses our PHD Capital;

"Use" or "Using" means to browse, access, view, copy, availing Services or other benefit from using the Application;

“PHD Capital" or "us" or "we" or "our" shall mean and refer to PHD Capital Private Limited and its affiliates, officers, employees, agents, partners and licensors.

"AMC" shall mean and include Asset Management Company listed on BSE.

"BSE" shall mean Bombay Stock Exchange.

"Bond Platform" shall mean any third-party platform, issuer, intermediary, or other entity through which bonds, debentures, or other eligible fixed-income securities may be made available to Users through referral, distribution, or other permitted arrangements.

"Fixed Deposit" or "FD" shall mean fixed deposit products offered by banks, companies, financial institutions, or other eligible issuers, as may be made available to Users through the Platform by way of referral, distribution, or other permitted arrangements.

"Loan Against Mutual Fund" or "LAMF" shall mean a loan or credit facility offered by a third-party bank, non-banking financial company, lender, or other eligible financial institution against eligible mutual fund units or investments, subject to the terms, conditions, eligibility criteria, and approval of the respective lender.

"Mutual Fund Services" shall mean services relating to mutual fund investments, including facilitating or distributing mutual fund products and schemes through the Platform, in accordance with applicable laws, regulations, and regulatory requirements.

"Platform" shall mean the website, mobile application, digital interface, or any other online or offline medium operated or made available by the Company through which various financial products and services may be accessed, facilitated, distributed, referred, or offered to Users.

"Research and Recommendation Services" shall mean research, analysis, and investment recommendations relating to equity securities, derivatives, futures and options ("F&O"), and such other securities or financial instruments as may be covered by the Company's research activities, provided by the Company in its capacity as a SEBI-registered Research Analyst, wherever applicable.

"Services" shall mean, collectively, all products, facilities, activities, and services made available, facilitated, distributed, or referred through the Platform from time to time, including but not limited to Mutual Fund Services, Research and Recommendation Services, Bond-related Services, Loan Against Mutual Fund Services, and referrals for Fixed Deposit Services, as well as any other services that may be introduced by the Company from time to time, subject to applicable laws and regulatory requirements.

"Force Majeure Event" means any event due to any cause beyond the reasonable control of PHD Capital, including without limitations, unavailability of any communication systems, breach, or virus in the processes or payment or delivery mechanism, sabotage, fire, flood, explosion, acts of god, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking, unauthorized access to computer data and storage devices, computer crashes, malfunctioning in the computer terminal or the systems getting affected by any malicious, destructive or corrupting code or program, mechanical or technical errors/failures or power shut down, faults or failures in telecommunication etc.

“Application" or “Mobile Application" means PHD Capital, the mobile Application accessed through or downloaded from the Play store or App store i.e. Android or IOS.

"Services" means the products, facilities and services made available to Users through the Platform/Mobile Application from time to time, which may include, without limitation:

1. Mutual Fund Distribution Services – facilitating access to and distribution of mutual fund schemes offered by eligible Asset Management Companies (AMCs) through applicable channels and intermediaries;
2. Loan / Overdraft Against Fixed Deposit (OAM Against FD) Services – facilitating access to loan, overdraft or other permissible credit facilities against eligible Fixed Deposits, as may be offered by banks, financial institutions, NBFCs or other authorized lenders;
3. Bond and Fixed Income Product Services – facilitating access to eligible bonds, debentures, fixed-income securities or other permissible fixed-income investment products offered by authorized issuers or intermediaries;
4. Financial Product Referral and Facilitation Services – facilitating referrals, enquiries, applications or access to other permissible financial products and services offered by eligible banks, financial institutions, NBFCs, corporates or other authorized entities, as may be made available from time to time.
5. Research & Recommendation Services: Providing research reports, research-based analysis, market-related information, securities research and investment recommendations in respect of securities and financial instruments, through the Company in its capacity as a SEBI-registered Research Analyst, subject to the applicable regulatory requirements;
6. Referral Platform for Fix deposits with Banks: Facilitating access to and referrals for Fixed Deposit products offered by eligible banks through the Platform, subject to the terms, conditions, eligibility criteria and applicable regulatory requirements of the respective issuing bank;

The Services may be provided directly by PHD Capital or through its affiliates, partners, distributors, intermediaries, financial institutions, banks, NBFCs, AMCs, issuers or other authorized third-party service providers, as applicable. The specific terms, conditions, eligibility criteria, fees, charges, risks and other applicable conditions relating to each Service shall be governed by the respective product provider or service provider and the applicable laws and regulations.

"RTA" shall mean Registrar and Transfer Agent.

"Registered User" or "Registered Customer" shall mean and include the users or customers who have an Account with PHD Capital to avail the Services or any part thereof, as provided on the Application.

"SIP" shall mean Systematic Investment Plans

"STP" shall mean Systematic Transfer Plans

"NAV" shall mean Net Asset Value

"Account" shall mean the account opened with PHD Capital by the Registered Users, for use of the Application or for making investments through the Application.

“Platform Agreement” shall mean the Technology Platform Usage Services Agreement entered into between the Company and the Partner (as defined therein) with respect to use of the Company’s platform by the Partner to provide the above mentioned services.

Application use:

User acknowledges that in accessing and using the Services offered by PHD Capital, user may utilize the content and Services offered on the PHD Capital Application. User agrees to follow the terms and conditions for the use of the Application as may be specified by PHD Capital from time to time. Notwithstanding such acceptance of the PHD Capital usage terms, User acknowledges and agrees to the following, that:

Login Credentials should be kept safe and secure to prevent unauthorized access to your PHD Capital account. If you think that the security of your PHD Capital account has been compromised, change your password and contact us immediately for further assistance, on the following e-mail: support@phdcapital.in.

- PHD Capital (PHD Capital Private Limited) is an AMFI registered mutual funds distributor (ARN - 301724) and enables Users to purchase units of various mutual funds, details of which shall be made available on the Application, from time to time.

- The investment account of the user will be activated after PHD Capital completes the verification process on the personal information provided at the time of enrollment and in accordance with the Know Your Client ("KYC") guidelines issued by the Securities and Exchange Board of India ("SEBI").

- User shall not to copy, reproduce, sell, redistribute, publish, enter into a database, display, perform, modify, transmit, license, create derivatives from, transfer or in any way exploit any part of any information, content, materials, services available from or through the Application, except that which user may download for personal, non‐commercial use.

- User will not use PHD Capital Applications for any purpose that is unlawful, or prohibited by these Terms. User also agrees that user will not use the Applications in any manner that could damage, disable or impair the Application or interfere with any other person’s use of PHD Capital applications.

- The software and hardware underlying the Applications as well as other internet related software which are required for accessing the Applications are the legal property of the respective vendors. The permission given by PHD Capital to access the application will not convey any proprietary or ownership rights in the above software/ hardware. User agrees that User shall not attempt to modify, translate, disassemble, decompile or reverse engineer the software/hardware underlying the Application or create any derivative product based on the software / hardware.

- PHD Capital is not responsible for the availability of content or other services on third party sites linked from the PHD Capital Applications. User agrees and is aware that access of hyperlinks to other internet sites are at users’ own risk and the content, accuracy, opinions expressed, and other links provided by these sites are not verified, monitored or endorsed by PHD Capital in any way. PHD Capital does not make any warranties and expressly disclaims all warranties express or implied, including without limitation, those of merchantability and fitness for a particular purpose, title or non-infringement with respect to any information or services or products that are available or advertised or sold through these third-party websites.

- PHD Capital reserves the right to amend or supplement these PHD Capital Application Terms from time to time. In case of any amendment or modification to these Terms, PHD Capital shall notify the Users of such changes through a valid mode of communication within 30 days from the date of such amendment or modification. The updated Terms shall also be made available on the PHD Capital Application/platform for the Users' reference. The User shall be responsible for reviewing the Terms periodically for any updates or changes. The User agrees that the information and assistance provided on the PHD Capital Application are true to the knowledge of PHD Capital and should not be construed as investment advice, and that PHD Capital shall have no liability for any discrepancy in such information or assistance.

- Mere use of the Application, shall be construed as your intent to contract with us and shall constitute your binding obligations, with us.

- User understands that it is users responsibility to check the PHD Capital Application's Terms carefully before accessing or using or transacting on our application.

- As long as User complies with these Terms and Conditions, we grant user a personal, non-exclusive, non-transferable, limited privilege to enter and use the Application. User acknowledges and understands that use of the Application shall be at your own risk and has the discretion of not using the Application.

- PHD Capital shall not be liable if any transaction does not fructify or may not be completed or for any failure on part of the Application to perform any of its obligations under these terms and conditions or those applicable specifically to its services/facilities if performance is prevented, hindered or delayed by a Force Majeure event and in such case its obligations shall be suspended for so long as the Force Majeure event continues.

- All information submitted by the User to PHD Capital, whether through the PHD Capital Applications or otherwise, shall remain the property of the User, except to the extent that such information is required to be used by PHD Capital for providing, facilitating or improving its services, in accordance with applicable laws and the Company's Privacy Policy. Any ideas, concepts, know-how or techniques shared by the User may be used by PHD Capital only to the extent reasonably necessary for providing or improving its services and in accordance with applicable privacy and data protection requirements.

- The User expressly authorizes PHD Capital to collect, process, use, and share such personal, financial, investment, and other relevant information or documents as may be necessary or required for availing, facilitating, processing, or providing any of the products and services offered or facilitated through the Platform. The User hereby expressly consents to submit or share such information and documents, as may be required from time to time, for the purpose of availing the relevant services.

- Not all the products and services offered on Application are available in all geographic areas and User may not be eligible for all the products or services offered by PHD Capital on the Application. PHD Capital reserves the right to determine the availability and eligibility for any product or service.

AVAILING OF SERVICES

Service(s) shall be availed in accordance with the Terms and Conditions mentioned herein. User agrees that PHD Capital and / or the company may at its sole discretion vary the terms and conditions or withdraw any of the facilities provided herein from time to time. Further information is elaborated under “Termination of Service"

REGISTRATION OF THE USER

Access to PHD Capital Services will be granted by PHD Capital only to Registered Customers of PHD Capital, post the enrollment for the Services. User shall provide the required details and the documents for the purpose of the registration and enrollment. For the purpose of registering on the Application:

A valid phone number has to be provided and a password has to be created.

For the purpose of enrollment and using the Services of PHD Capital, the User has to provide the following details:

• Pan Card details and a copy of the PAN card
• Bank Account Details and a cancelled cheque leaf
• Address proof
• Photograph
• Signature

The above provided information/details shall be uploaded by the User in soft copy form on the Application at the time of enrollment. Once the information is received by PHD Capital, the executive of PHD Capital shall co-ordinate with the User, for obtaining an attestation from the Registered Users, if required. Upon completion of the attestation requirements, the documents shall be provided to the concerned regulatory authority/mutual fund company for the purpose of opening an account with PHD Capital for the transaction to be made by the Users.

During the registration process, the customer will be prompted to sign on the mobile screen. PHD Capital will capture the signature of the customer and will utilize only for the purpose of completing the registration formalities – namely, KYC form and BSE Account Opening Form. The signature does not allow PHD Capital to undertake any transactions other than specified here.

Kindly Note: In the event, if any discrepancy is found, in any of the information provided by the User, for example, information in any of the documents provided does not match with the adjoining documents, such mismatch shall lead to the rejection of the documents. The privacy of the documents provided or any such personally identifiable information provided to PHD Capital, shall be maintained in accordance with the privacy policy of the Application.

User agrees that any and / or all information that may be provided by you to PHD Capital from time to time, including but not limited to contact information, address and tax related information or any other information required under existing or future KYC or other norms and laws, may be shared by PHD Capital with the regulatory authorities/mutual funds/BSE/AMCs/RBI or their respective authorized service providers, auditors, legal and tax consultants in compliance with the extant legal provisions from time to time.

There may be an exit load applicable to certain mutual fund schemes which is mentioned in the respective offer documents including Scheme Information Document (SID) /Key Information Memorandum (KIM) and addendums issued thereto from time to time (collectively referred to as "scheme related documents"). User shall read all the scheme related documents before making any transaction on PHD Capital.

Investments from persons from the country other than India may not be permitted in certain mutual funds. PHD Capital their respective trustee companies shall not be liable for rejection of an application by mutual funds, where the investor is a person from a country other than India or such other prohibited investor as may be specified in the respective scheme related documents from time to time.

Purchase requests made through PHD Capital online technology platform shall be processed by the respective mutual funds only after funds sufficient to cover the purchase price and other costs and charges have been received by the respective mutual funds. Payments towards the purchase price and other costs and charges shall be made by the Registered Customers through NEFT or the payment gateway or other electronic means made available by PHD Capital on the online technology platform. If, for any reason, any transaction or request initiated by a Registered Customer through the online technology platform of PHD Capital cannot be processed, executed, or fulfilled in full, the relevant product provider, issuer, intermediary, financial institution, lender, or other concerned third party may process or fulfil such transaction or request in part or to a lesser extent, as applicable. In such circumstances, PHD Capital shall not be responsible or liable for the non-execution, partial execution, delay, or rejection of such transaction or request, to the extent attributable to the relevant third party or circumstances beyond its reasonable control.

User agrees and acknowledges that any transaction done or purported to be done by User on a business day would be processed on the next business day. The User will be allotted Mutual Fund units by the respective AMC based on the NAV applicable of that business day. This will be applicable to switch and redemption transactions also.

User acknowledges that any transactions done on a holiday would be processed on the next business day and the NAV would be applicable as per the respective scheme related documents.

The User acknowledges that once a transaction or request is placed through the Platform, the same may not be cancelled or modified where the relevant product provider, issuer, intermediary, financial institution, or other service provider does not permit such cancellation or modification. Any withdrawal, redemption, repayment, or settlement of funds or financial products shall be subject to the applicable terms, conditions, processing timelines, and policies of the relevant product or service provider.

The User acknowledges that any instruction, request, transaction, or other direction submitted through the User's Registered Account shall be deemed to have been duly authorized and placed by the User and shall be treated as a bona fide instruction of the User. The User shall be solely responsible for the accuracy and authenticity of all instructions and information submitted through the Platform.

The User confirms that the User has read and understood the relevant product-related documents, terms, conditions, disclosures, and risk factors applicable to the products or services being availed through the Platform and has independently taken the decision to proceed with the relevant transaction or service.

The User declares that all funds and investments used or proposed to be used for availing any product or service through the Platform are derived from legitimate sources and are not intended to be used for or in connection with any unlawful activity or for contravention of any applicable law, rule, regulation, notification, direction, or order issued by any governmental, regulatory, or statutory authority.

Where applicable, the Company shall disclose to the User any commission, referral fee, distribution fee, or other financial consideration received or receivable by the Company from a relevant product provider, issuer, intermediary, lender, or other third-party service provider, in accordance with applicable laws and regulatory requirements.

LINK TO THIRD PARTY

PHD Capital may provide you links to third party services ("Third Party Services"). You agree to use the Services at your sole risk and that we shall not have any liability to you for content that may be found to be offensive, indecent, or objectionable. User understands that certain Services may display, include or make available content, data, information, applications or materials from third parties ("Third Party Materials") or provide links to certain third-party websites. By using the Third-Party Services, you acknowledge and agree that PHD Capital is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or websites. PHD Capital DOES NOT WARRANT OR ENDORSE AND DOES NOT ASSUME AND WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR ANY THIRD-PARTY SERVICES, THIRD PARTY MATERIALS OR WEB SITES, OR FOR ANY OTHER MATERIALS, PRODUCTS, OR SERVICES OF THIRD PARTIES.

NO OBEJECTION FROM THE USER(S)

The User acknowledges and grants no objection to PHD Capital to facilitate transactions, instructions, requests, and relevant information of the User to the respective SEBI/RBI regulated entities, mutual funds, AMCs, banks, NBFCs, financial institutions, intermediaries, registrars, or other relevant service providers, as may be required for providing or facilitating the products and services available through the Platform. The User further authorizes PHD Capital to obtain and share such information and documents as may be necessary for processing and servicing such transactions and to contact the User regarding account servicing, transaction-related matters, product information, offers, and new services, in accordance with applicable laws and regulatory requirements.

Holding pattern and Customer details

User acknowledges and agrees that the PHD Capital holding pattern of the Registered Customer, as reflected in the PHD Capital system, is deemed to be the PHD Capital account holding pattern of the account holder/investor(s).

User also agrees there will be no changes allowed in the holding pattern of the investors associated with the Account once the Account is activated.

User agrees that once an investment is made using the holding pattern, User will not be allowed to change the holding pattern for the subscriptions.

The other requisite data (which is not part of the form) required to be reported to BSE / authorized registrar of the AMC will be extracted from PHD Capital account details maintained for the First holder. The mode of holding in all customer joint accounts is treated as "Anyone or Survivor".

Account Statement

The User acknowledges that any account statements, transaction statements, confirmations, or other regulatory communications required to be provided in relation to any product or service shall be issued by the respective AMC, issuer, lender, financial institution, intermediary, or other relevant service provider, as applicable, and not by PHD Capital, unless otherwise required under applicable law or expressly agreed by PHD Capital.

Fees and Charges

While the Services currently offered by the Company are free from mutual fund transaction charges, the Company reserves the right to levy applicable fees or charges in the future, subject to applicable laws and regulations. Notwithstanding the absence of a separate fee for any research services, such services shall be considered as provided “for consideration” where applicable under the Research Analyst Regulations.

User agrees and understands that any such charges/fees that PHD Capital may choose to levy will be in addition to those levied by the mutual funds, if any. All fees, charges and reimbursement of expenditure shall be paid or made in full by user without any counter claim, set off or withholding. All liabilities and obligations of the Registered Customer(s) under these Terms and Conditions towards PHD Capital and/or the respective product provider, issuer, intermediary, lender, financial institution, or other relevant service provider shall be joint and/or several, as the case may be, in accordance with the nature of the relevant product or service and applicable law.

LIABILITY OF PHD Capital

PHD Capital shall not in absence of gross negligence on the part of PHD Capital, be liable to User for any act, omission or delay by the mutual fund or for any claims which User may suffer or incur as a result of or in course or discharge by PHD Capital or its employees, officers, directors, nominee or agent of PHD Capital duties.

Without prejudice to the above, PHD Capital shall not be held liable for any loss or damage or failure to comply or delay in complying with its obligations under these Terms and Conditions which is caused directly or indirectly by any event or circumstances beyond PHD Capital reasonable control. These include system failure, network errors, delay or loss of data due to the above and in circumstances of acts of God, floods, epidemics, quarantine, riot, civil commotion and/or war. User further agrees that PHD Capital shall not be held liable for any losses, damages, expenses, costs, liabilities and claims of whatsoever nature caused by fraudulent or unauthorized use or access of User information, and/or signatures. PHD Capital will be under no duty to verify compliance with any restrictions on users investment powers.

PHD Capital will not be liable for any loss, damage, cost, charges or expenses directly or indirectly caused by reasons of any defects or imperfections or mechanical or other failure with relation to computer, cable, telex, telephone or postal system.

While PHD Capital will make every effort to have its computer systems available at all times, PHD Capital makes no guarantees with respect to the availability of such systems. PHD Capital will make every effort to resolve availability issues such as network problems, virus attacks etc. in an expeditious manner. Notwithstanding these, PHD Capital will as such not be liable for any loss, damage, cost, charges or expenses directly or indirectly caused by reasons of lack of such availability.

PHD Capital shall not be liable for any loss or damage caused by reason of failures or delay of the mutual fund to deliver any units purchased even though payments have been made for the same, or failure or delay in making payment in respect of any units sold, though they may have been delivered and user shall hold PHD Capital harmless and free from any claim in respect thereof. PHD Capital shall also not be liable for any delay, failure or refusal of the mutual fund in registering or transferring units to user names or for any interest, dividend or other loss caused to user arising therefrom.

In instances of third-party claims, PHD Capital shall not be liable for any failure, delay, loss, or claim arising due to any error, omission, negligence, or default attributable to the respective product provider, issuer, intermediary, lender, financial institution, or other third-party service provider.

ONLINE PAYMENT – PAYMENT GATEWAY TERMS

The funds transfer for purchase of units of mutual funds will be done by using an Electronic Payment Gateway facility, ONLY internet banking facility shall be offered for transaction on the Application, through a third-party net banking service provider registered with the Reserve Bank of India. User cannot use or permit the use of the payment gateway or any related services for any illegal or improper purposes.

Users shall utilize the Electronic Payment Gateway at their own risk. These risks would include but not be limited to the following risks and PHD Capital disclaims all liability and responsibility for any claims, losses, damages, costs of whatsoever nature arising due to such risks:

Misuse of Password: If any third party obtains access to user password of the Investments Services Account, such third party would be able to transact on PHD Capital online technology platform. User shall ensure that the terms and conditions applicable to the use of the Net Banking password as contained in the Electronic Payment Gateway for Net Banking are complied with at all times.

Internet Frauds: The Internet per se is susceptible to a number of frauds, misuse, hacking and other actions, which could affect payment instructions given using Electronic Payment Gateway or the transactions done using PHD Capital online technology platform. Whilst PHD Capital shall aim to provide security to prevent the same, there cannot be any guarantee against such Internet frauds, hacking and other actions. User shall separately evolve/evaluate all risks arising out of the same.

Mistakes and Errors: The filling in of applicable data for transfer would require proper, accurate and complete details. In the event of user account receiving an incorrect credit by reason of a mistake committed by any third party, the concerned mutual fund/AMC or the bank shall be entitled to reverse the incorrect credit at any time whatsoever without the consent of the User. User shall be liable and responsible to accept any such instructions received from the BSE, SEBI, RBI, AMC, without questions for any unfair or unjust gain obtained by PHD Capital as a result of the same.

Technology Risks: The technology for enabling the transfer of funds and the other services offered by the Electronic Payment and PHD Capital could be affected by virus or other malicious, destructive or corrupting code, program or macro. PHD Capital Application or the bank may require maintenance and during such time it may not be possible to process the user request. This could result in delays in the processing of transactions/payment instructions or failure in the processing of transactions/payment instructions and other such failures and inability. User understands that PHD Capital disclaims all and any liability, whether direct or indirect, whether arising out of loss of profit or otherwise arising out of any failure or inability by bank/mutual funds/AMCs to process any transaction/payment instructions for whatsoever reason. PHD Capital shall not be responsible for any of the aforesaid risks.

Limits: PHD Capital may from time to time impose maximum and minimum limits on funds that may be transferred by virtue of the payment transfer service given. User realizes and accepts and agrees that the same is to reduce the risks of the user. User shall be bound by such limits imposed and shall strictly comply with them.

Indemnity: User shall indemnify PHD Capital from and against all losses and damages that may be caused as a consequence of breach of any of the Electronic Payment Gateway for net banking and the terms and conditions mentioned herein above.

Authentication of the Transaction: User are authorized to make transaction only with and from the bank account(s) registered on the Application. Banks has all the right to cancel, reject and/or unauthorize the transaction made by the user, from any other account, details of which is not registered or provided to PHD Capital. Such payment which is rejected by the banks shall be notified or intimated to the user, in the morning of the next business day.

Transaction Verification: The transaction made by the user, whether approved or rejected, using the PHD Capital shall be subject to the following level of verifications:

PHD Capital: Transaction will be rejected in case the bank account though which the payment is made, is not registered with PHD Capital;

BSE: Transaction made from the bank account which is different from the account details provided by PHD Capital to BSE.

AMC: Final, rejection could be made by the AMC, upon receiving the transaction details.

Withdrawal of Facility: PHD Capital shall be entitled to withdraw this service at any time without assigning any reason whatsoever.

Binding nature of above terms and conditions: By use of this facility, user shall be deemed to have agreed to all the above terms and conditions and such terms and conditions shall bound the User in the same manner as if the user have agreed to the same in writing.

FUNCTION OF PHD Capital & DISCLAIMER

Any information, research, analysis, recommendations, product information, or other material provided or communicated by PHD Capital through its Platform, website, application, or other means shall not be construed as a guarantee of returns, profits, repayment, liquidity, or performance of any product or service. All investment, trading, borrowing, or other financial decisions made by the User shall be based on the User's own judgment and assessment of the applicable risks.

PHD Capital does not, unless expressly authorized and permitted under applicable laws:

• Guarantee or assure any returns, profits, interest, dividend, repayment, redemption, liquidity, maturity proceeds, or performance in respect of any mutual fund, bond, fixed deposit, security, or other financial product, or any outcome from research or recommendations;
• Guarantee the repayment or approval of any Loan Against Mutual Fund ("LAMF") or other loan or credit facility, which shall be subject to the independent assessment and approval of the respective lender;
• Act as the issuer, obligor, guarantor, lender, AMC, or product provider of any third-party financial product or service available through or facilitated by the Platform;
• Make any investment, trading, borrowing, redemption, or other financial decision on behalf of the User or exercise discretion over the User's funds or investments;
• Be responsible for the acts, omissions, performance, repayment obligations, creditworthiness, or default of any third-party issuer, AMC, bond platform, bank, NBFC, lender, financial institution, or other service provider;
• Sign, execute, or submit any document or instruction on behalf of the User, except where specifically authorized by the User and legally permitted;
• Receive or hold the User's funds, securities, investment proceeds, interest, dividends, maturity proceeds, or loan proceeds on behalf of the User, except where specifically permitted under applicable law; or
• Be responsible for any loss, delay, non-execution, rejection, or failure of any transaction or service arising from circumstances attributable to the relevant third party or beyond the reasonable control of PHD Capital.

The User acknowledges that all investments and financial products are subject to applicable risks and that past performance, research, analysis, or recommendations shall not be construed as indicative or guaranteeing future results. The User shall independently evaluate the suitability and risks of any product or service before proceeding with any transaction.

PHD Capital does not make any promises to the User basis the graphical representation provided on the Application. The data collected from the User to calculate the prospective investments amount in relation to the past investment history of the User shall neither be construed as an authoritative advice to the User nor be considered as an indication of future returns from the investments of the User. PHD Capital does not offer any investment advice and nothing herein or on the PHD Capital Application shall be construed as investment advice by User.

Any sum invested through PHD Capital Investment Account is not a deposit with PHD Capital and is not bank insured. The same is not endorsed or guaranteed and does not constitute obligations of PHD Capital or any of the subsidiaries associates or affiliates companies whose role in only as described in these Terms and Conditions. Investments in mutual fund are subject to investment risk, including the possible loss of principal amount invested. The value of the units purchased or not purchased will fluctuate. If User redeems the units/shares purchased, User may receive more or less than User has/had paid depending upon NAV of the units in the fund or trust at the time of redemption. Past results are not a guarantee to future performance. Past performance may or may not be sustained in the future.

NOTICES/CORRESPONDENCE

Any notice, communication, statement, or correspondence addressed by PHD Capital to the User may be sent to the contact details provided by the User at the time of registration or subsequently updated by the User. The User shall promptly notify PHD Capital and, where applicable, the relevant AMC, issuer, lender, bank, NBFC, financial institution, intermediary, registrar, BSE, or other concerned entity of any discrepancy or error in any transaction, statement, or account-related information within 7 (seven) working days of becoming aware of the same. All notices and communications shall be subject to the applicable laws, rules, regulations, circulars, and directions issued by SEBI, RBI, BSE, and other relevant regulatory or statutory authorities.

USER INFORMATION

User shall provide any and all information that may be required by PHD Capital BSE/SEBI/RBI/AMC/authorized service providers from time to time in compliance with existing legal norms and regulations, including but not limited to contact information, address and tax related information and any information required under existing or future KYC norms and laws. User agrees that PHD Capital / authorized service providers may take steps to verify the veracity of such information provided and shall co-operate with PHD Capital and respective regulators/ authorized service providers in providing all information requested by PHD Capital for the purpose of rendering the services availed by the User. User acknowledges that failure to provide such information in a timely manner may result in ineligibility to avail of some or all of the services of PHD Capital and that PHD Capital shall in no way be held liable for any losses of whatsoever nature resulting from such failure to provide information on part of the User. Any information provided by the User may be required to be shared with relevant regulatory/statutory authorities and User authorizes PHD Capital to provide all information to such regulatory / statutory authorities as and when required.

The information shall be provided by the User and shall be governed in accordance with details provided in the privacy policy.

TERMINATION OF SERVICES

PHD Capital may terminate the Services by giving 90 (ninety) days prior notice in writing to the Registered Customer provided that the Registered Customer shall not be relived of obligations hereunder notwithstanding such termination incurred prior to the date on which such termination shall become effective.

REGULATORY CAUTION

The products and services available through the Platform may be subject to different regulatory frameworks, including applicable regulations, circulars, guidelines, directions, and requirements issued by the Securities and Exchange Board of India ("SEBI"), Reserve Bank of India ("RBI"), BSE Limited ("BSE"), Association of Mutual Funds in India ("AMFI"), and other relevant regulatory or statutory authorities, as applicable to the respective product or service.

Mutual Funds: Mutual Fund investments are subject to market risks, read all scheme related documents carefully. The User should carefully consider all applicable risks, including market, liquidity, credit, interest rate, and other scheme-specific risks, before investing. There can be no assurance or guarantee that the investment objective of any scheme will be achieved, and past performance is not indicative of future results. The User should independently assess the suitability of the scheme before investing.

Research and Recommendations: Any research report, analysis, view, or recommendation provided by PHD Capital is subject to applicable SEBI regulations and disclosures. Such research or recommendations do not constitute any assurance or guarantee of returns or profits. Past performance is not indicative of future results, and the User should independently evaluate the risks and suitability of any investment or trading decision.

Bonds and Fixed-Income Products: Investments in bonds and other fixed-income securities are subject to market, interest rate, credit, liquidity, default, and other applicable risks, including the possible loss of principal. Any credit rating is not a recommendation to buy, sell, or hold a security and may be subject to revision, suspension, or withdrawal. The User should carefully review the relevant offer documents, disclosures, and risk factors before investing. Where bonds are offered through an Online Bond Platform Provider ("OBPP"), the User should verify the regulatory status of the relevant platform and intermediary, as applicable.

Loan Against Mutual Fund: Loan Against Mutual Fund or other credit facilities are subject to the eligibility criteria, credit assessment, terms, conditions, and approval of the respective lender. The Company does not guarantee loan approval, sanction, disbursement, interest rates, or other terms. Applicable RBI requirements, including those relating to digital lending, data collection, borrower consent, disclosures, and Lending Service Providers ("LSPs"), shall apply to the extent relevant to the respective lending arrangement.

Fixed Deposits: Fixed Deposits and other deposit products are subject to the terms, conditions, creditworthiness, and repayment obligations of the respective issuer or financial institution. Returns, interest payments, and repayment are subject to the applicable terms of the product and the relevant regulatory framework. The User should independently review the applicable terms, risk factors, and eligibility of the deposit before investing.

The User acknowledges that PHD Capital does not guarantee or assure any return, profit, interest, dividend, repayment, redemption, liquidity, maturity proceeds, loan approval, or performance in respect of any product or service available through or facilitated by the Platform. All investment, trading, borrowing, and financial decisions are made solely at the User's own risk and discretion.

Notwithstanding anything contained herein, no fee, charge or reimbursement shall be levied on or collected from the borrower by PHD Capital in respect of the Loan Against Mutual Fund (LAMF) services.

GOVERNING LAW AND DISPUTE RESOLUTION

All disputes and differences arising out of, under or in connection with these terms and conditions or anything done hereunder shall be within the exclusive jurisdiction only to the courts of West Bengal. These terms and conditions are subject to and shall be construed in accordance with the laws prevalent in India.

In the event of any dispute regarding the accuracy of transaction details provided by the User on the PHD Capital Application, the matter shall be resolved through the applicable grievance redressal and dispute-resolution mechanisms. The User may approach SEBI SCORES and, where applicable, SMART ODR, in addition to the existing jurisdiction clause.

BROKERAGE

For products and services availed through or facilitated by PHD Capital, the Company may receive commission, brokerage, distribution fee, referral fee, or other consideration, as applicable, from the respective Asset Management Companies ("AMCs"), Online Bond Platform Providers ("OBPPs"), bond issuers, banks, Non-Banking Financial Companies ("NBFCs"), lenders, fixed deposit issuers, financial institutions, or other relevant product or service providers.

The availability, presentation, or recommendation of any product or service shall not be based solely on the commission, fee, or other consideration received or receivable by PHD Capital. The User shall be provided with relevant product information and applicable disclosures, wherever required, to enable the User to make an informed decision.

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DISCLAIMER, RISK DISCLOSURE AND REGULATORY CAUTION

By accessing, browsing, or using the website, mobile application, or any other digital platform of PHD Capital ("Platform") operated by PHD Capital Private Limited ("Company", "we", "us", or "our"), you acknowledge and agree to the following terms, disclaimers, risk disclosures, and regulatory cautions.

1. GENERAL DISCLAIMER

All information, content, data, research, analysis, views, opinions, educational material, product information, illustrations, calculators, projections, and other materials made available through the Platform are provided for general informational, educational, or service-related purposes and, except where expressly stated otherwise and permitted under applicable law, shall not be construed as a guarantee, assurance, or promise of any return, profit, performance, repayment, or outcome.

The Company does not guarantee the accuracy, completeness, timeliness, or uninterrupted availability of any information or content made available through the Platform. Users are advised to independently evaluate all information, applicable risks, product documents, terms and conditions, and regulatory disclosures before making any investment, trading, borrowing, or other financial decision.

The Company shall not be responsible or liable for any loss, damage, cost, or liability arising from any investment, trading, borrowing, or other financial decision made by the User, except to the extent expressly provided under applicable law.

2. NO ASSURED OR GUARANTEED RETURNS

The Company does not promise, assure, or guarantee any return, profit, appreciation, income, interest, dividend, redemption value, maturity proceeds, liquidity, repayment, or performance in respect of any investment, security, mutual fund, bond, fixed deposit, or other financial product or service.

Past performance, historical returns, back-tested performance, projections, illustrations, simulations, or hypothetical outcomes shall not be construed as indicative or guaranteeing future results.

The User acknowledges that all investments and financial products involve varying degrees of risk and that the User may receive an amount lower than the amount originally invested, including possible loss of principal, depending upon the nature of the product and applicable risks.

3. MUTUAL FUND INVESTMENTS

Mutual Fund investments are subject to market risks, read all scheme related documents carefully.

Mutual Fund and securities investments are subject to market risks and there can be no assurance or guarantee that the investment objective of any scheme will be achieved. The value of Mutual Fund units and securities may go up or down depending upon various factors and forces affecting the securities and capital markets.

Past performance of a sponsor, AMC, mutual fund, or scheme does not indicate or guarantee future performance.

The User should carefully read the Scheme Information Document ("SID"), Statement of Additional Information ("SAI"), Key Information Memorandum ("KIM"), applicable addenda, and other scheme-related documents and risk factors before investing.

Where any scheme name, illustration, graphical representation, historical performance, NAV, return, or other scheme-related information is displayed, the same shall not be construed as a representation or guarantee of the quality, future prospects, returns, or performance of the scheme.

The standard statutory warning applicable to Mutual Fund advertisements and communications shall be used wherever required under applicable SEBI regulations, circulars, guidelines, or directions.

"Mutual Fund investments are subject to market risks, read all scheme related documents carefully."

4. RESEARCH AND RECOMMENDATION SERVICES

Where PHD Capital provides research reports, analysis, views, opinions, or recommendations as a SEBI-registered Research Analyst, such services shall be provided in accordance with applicable SEBI laws, regulations, circulars, and regulatory requirements.

Research reports and recommendations reflect the views and analysis of the Research Analyst as on the relevant date and are subject to change without notice. They should not be construed as a guarantee of returns or profits or as an assurance of future performance.

The User should independently assess the suitability, risk, and appropriateness of any investment or trading decision based on the User's own financial circumstances, risk appetite, objectives, and investment horizon.

The Company shall make such disclosures regarding material conflicts of interest, financial interests, ownership, compensation, and other matters as may be required under applicable SEBI regulations and the nature of the relevant research service.

Nothing contained in any research report, analysis, or recommendation shall be construed as a promise or assurance of any specific return or profit.

"Investment in securities market are subject to market risks. Read all the related documents carefully before investing."

"'Registration granted by SEBI, enlistment with BSE and certification from NISM in no way guarantee performance of the intermediary or provide any assurance of returns to investors."

5. BONDS AND FIXED-INCOME SECURITIES

Investment in bonds, debentures, non-convertible securities, and other fixed-income instruments is subject to risks, including but not limited to credit risk, default risk, interest rate risk, liquidity risk, reinvestment risk, market risk, downgrade risk, settlement risk, and issuer-specific risks, including the possible loss of principal.

The payment of interest, coupon, principal, redemption amount, or maturity proceeds is subject to the terms of the relevant instrument and the creditworthiness and obligations of the issuer and is not guaranteed by the Company.

A credit rating assigned to a security or issuer is not a recommendation to buy, sell, or hold the security and may be subject to revision, suspension, or withdrawal.

The User should carefully review the applicable offer document, information memorandum, term sheet, disclosures, credit rating, risk factors, and other relevant documents before investing.

Where bond transactions are facilitated through an Online Bond Platform Provider ("OBPP"), the User should verify the regulatory status and registration of the relevant OBPP, as applicable. The Company does not guarantee the performance, repayment obligations, creditworthiness, or default risk of any bond issuer or third-party platform or intermediary.

"Investments in bonds and other fixed-income securities are subject to risks, including credit risk, interest rate risk, liquidity risk and risk of loss of principal. Investors should read all relevant offer documents and risk disclosures carefully before investing."

6. LOAN AGAINST MUTUAL FUNDS / LOAN AND CREDIT SERVICES

Loan Against Mutual Fund ("LAMF") and other loan or credit facilities are subject to the eligibility criteria, credit assessment, underwriting, terms, conditions, interest rates, fees, collateral requirements, and approval of the respective lender.

The Company does not guarantee or assure the approval, sanction, disbursement, interest rate, tenure, loan amount, or continuation of any loan or credit facility.

Where the Company acts as a Lending Service Provider ("LSP") or facilitates a loan application with a bank, NBFC, or other regulated lender, the relevant lender shall remain responsible for the sanction and disbursement of the loan and for complying with applicable regulatory requirements.

The User should carefully review the Key Facts Statement ("KFS"), Annual Percentage Rate ("APR"), applicable fees and charges, repayment schedule, terms and conditions, and other loan-related disclosures provided by the regulated lender before accepting any credit facility.

The User's Personal Data shall be collected and processed only to the extent permitted or required under applicable law and the relevant lending arrangement. Where applicable, the collection and processing of data in connection with digital lending shall be subject to the RBI's applicable regulatory framework governing Regulated Entities and their Lending Service Providers.

"Loan facilities are subject to eligibility, credit assessment, approval and terms and conditions of the respective regulated lender. The Company does not guarantee approval or disbursement of any loan. Please read the applicable Key Facts Statement (KFS), Annual Percentage Rate (APR), terms and conditions and other loan-related disclosures carefully before availing any credit facility."

7. FIXED DEPOSITS

Fixed Deposits and other deposit products made available through the Platform shall be issued only by Scheduled Banks, RBI-registered deposit-taking Non-Banking Financial Companies (NBFCs), or Housing Finance Companies registered with the National Housing Bank (NHB), as applicable under the relevant regulatory framework.

The Company shall not knowingly list, promote, facilitate or make available any Unregulated Deposit Scheme through the Platform. Deposits accepted under Sections 73 and 76 of the Companies Act, 2013 shall not be made available through the Platform unless the eligibility and regulatory compliance of the relevant issuer have been appropriately verified.

Fixed Deposits and other deposit products are subject to the terms, conditions, interest rates, tenure and repayment obligations of the respective issuing institution. The Company does not guarantee the payment of interest or repayment of principal or maturity proceeds by the relevant deposit-taking institution or issuer.

Where a Fixed Deposit is placed with an eligible bank, the deposit may be covered by the applicable DICGC deposit insurance framework, subject to the eligibility, limits, conditions and exclusions prescribed under applicable law, and Users should independently verify the applicable deposit insurance coverage. Where a Fixed Deposit or other deposit product is offered by an NBFC, Housing Finance Company, company, or any other non-bank entity, such deposit shall not be treated as a bank deposit and shall not be considered automatically covered by DICGC deposit insurance, and Users should independently verify the nature and extent of any deposit protection or insurance, if applicable, before placing a deposit.

The User should carefully review the applicable deposit terms, interest rate, tenure, premature withdrawal conditions, creditworthiness of the issuer and other relevant disclosures before investing.

Fixed Deposits are subject to the terms and conditions of the respective issuing institution. Users should carefully review all applicable terms, risks and regulatory disclosures before placing a deposit.

8. ROLE OF THE COMPANY

Unless expressly authorized and permitted under applicable law, the Company does not:

• Guarantee or assure the performance, returns, repayment, redemption, liquidity, or maturity proceeds of any third-party financial product;
• Act as the issuer, obligor, guarantor, lender, AMC, trustee, or product provider of third-party products merely by facilitating or referring such products;
• Guarantee the execution, settlement, redemption, repayment, or completion of any transaction by a third-party product provider;
• Make investment, trading, borrowing, or other financial decisions on behalf of the User or exercise discretionary control over the User's investments or funds;
• Guarantee the approval or sanction of any loan or credit facility;
• Accept or hold User funds or securities except to the extent specifically permitted under applicable law and the relevant regulatory framework;
• Guarantee the accuracy or future performance of any third-party information, product, issuer, lender, or service provider; or
• Provide legal, tax, accounting, or other professional advice unless expressly authorized and permitted to do so.

9. THIRD-PARTY PRODUCTS AND SERVICE PROVIDERS

Certain products and services available through or facilitated by the Platform may be provided, issued, distributed, or serviced by third-party entities, including AMCs, mutual funds, RTAs, OBPPs, bond issuers, banks, NBFCs, lenders, financial institutions, registrars, depositories, and other intermediaries.

The Company shall not be responsible for the acts, omissions, default, creditworthiness, performance, service quality, delay, rejection, non-execution, or failure of any third-party entity, except to the extent of the Company's obligations under applicable law.

The User should independently review the terms, conditions, risk factors, and disclosures applicable to the relevant third-party product or service.

10. CALCULATORS, ILLUSTRATIONS AND PROJECTIONS

Any calculator, graphical representation, projection, simulation, illustration, estimated return, future value calculation, or other tool available on the Platform is provided for illustrative and informational purposes only.

Such calculations may be based on assumptions, historical data, User-provided information, or hypothetical rates and shall not be construed as a guarantee, prediction, assurance, or indication of actual future returns or performance.

Actual results may vary materially due to market conditions, interest rates, taxation, charges, fees, product-specific factors, and other circumstances.

11. REGULATORY FRAMEWORK

The products and services available through the Platform may be subject to different regulatory frameworks, including applicable laws, regulations, circulars, guidelines, directions, and requirements issued by the Securities and Exchange Board of India ("SEBI"), Reserve Bank of India ("RBI"), BSE Limited ("BSE"), Association of Mutual Funds in India ("AMFI"), and other relevant regulatory or statutory authorities, as applicable to the respective product or service.

The User is advised to verify the regulatory status of the relevant intermediary, issuer, OBPP, lender, bank, NBFC, AMC, or other service provider before entering into any transaction.

12. USER DUE DILIGENCE

The User is solely responsible for conducting appropriate due diligence and independently evaluating the risks, suitability, costs, charges, tax implications, liquidity, and other factors associated with any product or service before making a financial decision.

The User is encouraged to consult an appropriately qualified independent financial, legal, tax, or other professional adviser wherever necessary.

13. NO LIABILITY FOR MARKET OR THIRD-PARTY EVENTS

The Company shall not be responsible for any loss or damage arising from market movements, volatility, changes in interest rates, credit events, issuer default, rating downgrade, liquidity constraints, regulatory actions, technical failures, delays, force majeure events, or any act or omission of a third-party entity, to the extent permitted under applicable law.

Nothing contained in this Disclaimer shall exclude or limit any liability that cannot lawfully be excluded or limited under applicable law.

14. IMPORTANT REGULATORY CAUTION

Users are advised to deal only with entities that are duly registered, authorized, or regulated by the relevant regulatory authority, wherever such registration or authorization is required by law.

Users should not rely solely on advertisements, historical performance, projected returns, ratings, rankings, testimonials, or graphical representations when making investment or financial decisions.

The User should carefully read all applicable offer documents, scheme-related documents, risk disclosures, terms and conditions, KFS, information memoranda, and other relevant documents before proceeding with any investment, loan, or financial transaction.

The Company does not endorse or guarantee any third-party product or service merely by displaying, referring, facilitating, or making such product or service available through the Platform.

15. PRODUCT-SPECIFIC STATUTORY DISCLOSURES

Nothing contained in this master Disclaimer shall replace or override any product-specific statutory warning, risk disclosure, advertisement requirement, conflict-of-interest disclosure, or regulatory disclaimer required to be displayed under applicable laws, regulations, circulars, guidelines, or directions.

Where applicable, the Company shall provide additional product-specific disclosures and statutory warnings in the relevant research report, advertisement, product page, application flow, communication, or transaction interface.

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PRIVACY POLICY

We at PHD Capital (PHD Capital Private Limited), we endeavor to ensure the confidentiality, integrity, and security of your and your family’s personal information, at all times. We want you to understand how we protect your privacy when we collect and use your personal information in the course of business, as well as the measures we take to safeguard your personal information. For the purposes of this policy, “personal information” means any information that can be used to identify you personally.

This Privacy Policy explains:

HOW WE COLLECT AND USE YOUR PERSONAL INFORMATION

Pre-registration - You cannot access any section or features of PHD Capital without registering or disclosing any personal information. As and when you download and install the app, remember that we capture anonymous visitor data such as pattern of your usage of the app. We use this data together with similar data from other visitors to understand and control the usage of the app only in certain areas where our services are currently available.

Registration - To access the PHD Capital application, you will be asked to register for a registration account. This involves creating a Username and Password (collectively, “Login Credentials”)

Investment - To avail the functionality of our investment services and start investing, you will be required to provide us with certain additional information which may be personal or non-personal such as:

• Contact Details such as name, father's name, age, e-mail address etc.
• Demographic Data such as your mailing/communication postal address, pin code etc.
• Bank account details with which you will be investing
• Any other documents required under KYC norms under applicable laws of India.

(collectively, your “Registration Information”).

We further need photographic evidence verifying your bank account such as image of the first page of the passbook or any cancelled cheque in order to verify that the bank account belongs to you. Further, you will be required to share your correct banking details with us as any money withdrawn by you shall directly get deposited to your concerned bank account, as provided by you. We may also ask for additional personal information from time to time to meet new or any amended regulatory requirements or to provide you with other benefits of our Services as mutually agreed.

In case you wish to track or manage investments or financial products availed outside PHD Capital, we may require relevant information or documents associated with such investments or products, including information available through registered email accounts, statements, or other records, as may be necessary to provide the relevant services.

Where you voluntarily provide such information or documents, PHD Capital may process the same solely for the purpose of displaying, tracking, analyzing, servicing, or facilitating the relevant products and services through the Platform. In case you do not wish to provide such information, you may be required to manually upload or provide the relevant investment or financial information to access certain features or services of the Platform.

PHD Capital shall ensure that your personal information or data shall be collected only with your prior valid consent, and that it shall be used or processed only in accordance with the applicable laws including but not limited to Information Technology Act, 2000, the Digital Personal Data Protection Act 2023 when applicable, and the corresponding Rules framed thereunder, more specifically the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011  and the Privacy Policy contained herein.

It is further confirmed by PHD Capital that all personal information/ data collected is/shall be used for intended lawful purposes including but not limited to internal monitoring and compliance, administrative processes and/ or statutory compliance with applicable laws and the same are in accordance with the provisions of Information Technology Act, 2000 and the Digital Personal Data Protection Act, 2023 when applicable, and its corresponding Rules and Regulations made thereunder. PHD Capital will use personal information to better serve you and enhance your experience with the Services. We hereby set out a list of purposes for which we may use your personal and/or non-personal information. The purposes may be updated, modified, or amended from time to time in accordance with applicable laws and regulatory requirements:

• To administer, maintain, and manage your account and provide access to the Platform;
• To process, facilitate, and service transactions and requests relating to mutual funds, bonds, fixed deposits, loans against mutual funds, research and recommendations, and other products or services available through the Platform;
• To send you investment, transaction, account, and product-related information and communications;
• To provide account, transaction, investment, and other relevant statements or reports;
• To conduct research, analysis, and improve our products, services, and Platform;
• To facilitate referrals, applications, and communication with relevant AMCs, issuers, bond platforms, banks, NBFCs, lenders, financial institutions, and other service providers;
• To respond to customer service inquiries and provide support;
• To send marketing and promotional communications, where opted for or permitted under applicable law;
• To improve the functionality, security, and user experience of the Platform;
• To undertake KYC, customer due diligence, AML, fraud prevention, and risk management activities, as applicable;
• To comply with applicable laws, regulations, rules, circulars, guidelines, and requirements of SEBI, RBI, BSE, AMFI, and other regulatory, governmental, or statutory authorities; and
• To fulfil any other purpose permitted or required under applicable law or with your consent.
• To facilitate the processing of a data between you and a third party.

SHARING YOUR PERSONAL INFORMATION

Under no circumstance will we sell or rent your personal information to anyone, for any reason, at any time. Access to your Login Credentials, Registration Information, and any other personal information you provide is restricted and used in accordance with specific internal procedures in order to operate, develop or improve our services and the same shall always be in accordance with the provisions of the applicable laws.

We share your investment related information to Bombay Stock Exchange in order to verify your credentials to meet our regulatory obligations.

We may also use third party vendors, professionals such as advisors or service providers to help us provide services to you, such as maintaining the track record of your investment or couriering documents to you on our behalf or operating the payment gateway functionality of the website. Such third parties are required to maintain the confidentiality of the information we provide to them under contract and under law. We ensure to avail necessary safeguard measures while transferring your personal information to such third-parties as prescribed under the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 and other applicable laws from time to time.

We reserve the right to disclose your personal information in the scope and in situations as required by the law and when we believe in good faith that such disclosure is necessary to protect our rights, to report suspected illegal activity, comply with judicial proceedings, court orders/ statutory or regulatory orders or decisions, or legal process served on us/ our website.

We may also use Your information, and/ or permit selected third parties including service providers, on the Website, with Your prior consent, to use Your information or provide You with such information which may be of interest to You and We and/ or they may contact You about the same. If You wish to be so contacted by the third parties, any information You provide to such third parties may be read, collected, and used by them. Notwithstanding the abovementioned, You may choose to stop receiving such information from the third parties by writing to us at “PHD Capital” (email).

THIRD PARTY WEBSITES

Our website may, from time to time, contain links to and from the websites of Our partner networks, affiliates and other third parties. This Privacy Policy does not cover the collection of information by cookies or other methods by third parties. We do not control how such third parties collect information or by what means as such third parties may use their own cookies to collect information about you. Please remember that after we disclose any personal information to third parties, we can no longer control the use of such personal information, though we ensure that such third parties are subject to confidentiality obligations. Accordingly, PHD Capital will not be liable for the acts or omissions of any third party. Please check the privacy policies and the terms of the third-party websites before you submit any information to such websites.

INFORMATION STORAGE AND SECURITY

We have implemented a wide range of measures in order to ensure the security and confidentiality of your data. These include physical, electronic and administrative safeguards such as firewalls, data encryption, SSL and other up-to-date technologies.

No security measures, however, are 100% complete. Therefore, we do not promise and cannot guarantee, and thus you should not expect, that your personal information or private communications will not be collected and used by others. You should take steps to protect against unauthorized access to your password, phone, and computer by, among other things, signing off after using a shared computer, choosing a robust password that nobody else knows or can easily guess, and keeping your log-in and password private.

We cannot guarantee the security of your data while it is being transmitted over the Internet and through servers that are out of our control. We do our best to protect your personal information but we cannot ensure or warrant the security of any information you transmit to our website or Services. Therefore, if you make any data transmissions over the Internet, you are doing it at your own risk. Once we receive the data transmission, we make our best efforts to ensure its security and privacy on our systems.

In the event PHD Capital becomes aware of a personal data breach, we shall, without delay, intimate each affected user with the prescribed particulars and report the breach to the Data Protection Board of India, where applicable, in accordance with applicable law and within the prescribed timeline, including within 72 hours where required.

We assure you that we will provide necessary assistance and support to you in reporting any breach or unauthorized access to your personal information or data to the relevant authorities, as required under applicable laws.

PHD Capital has appointed a below mentioned Data Protection Officer who shall answer the questions or queries raised by you in relation to processing of your Personal Data and/ or consent provided herein, on behalf of PHD Capital and he shall be the single point of contact for the grievance redressal mechanism as provided under the provisions of applicable law.

You may request erasure of your personal data, subject to applicable law. Where retention is legally required, we shall retain the data for the prescribed period, including a minimum of five years where applicable.

Users shall confirm that they are of the applicable legal age. Where personal data of a child is processed, verifiable consent of the child's parent or lawful guardian shall be obtained. We shall not undertake tracking, behavioural monitoring or targeted advertising directed at children, except as permitted by applicable law.

We may record and retain telephone calls, SMS, messages, chats and other communications with users, including prospective clients, from the first interaction, for compliance, record-keeping and regulatory purposes, in accordance with applicable law.

For research-related services, personal data may be shared, as applicable, with the KYC Registration Agency (KRA), Research Analyst Administration and Supervisory Body, Central KYC Records Registry (CKYCRR), recognised exchanges and other relevant regulatory or service intermediaries.

Personal data may be transferred outside India only in accordance with applicable law. Critical data and records required to be maintained in India shall be stored on servers located within India.

Data Protection Officer:

Name: PHD Capital

Email Id: support@phdcapital.in

Please note that the Data Protection Officer, who is also the data grievance officer appointed by PHD Capital shall try his/her best efforts to resolve the grievances/ disputes concerning the processing of personal information/ data by PHD Capital within 30 (thirty) days of receipt of such grievance/ disputes as the case may be.

HOW YOU CAN ACCESS AND UPDATE YOUR PERSONAL INFORMATION

Your personal information is yours. As a Data Principal, you have exclusive access and control over your personal information/ data and your rights concerning such personal information/ data shall include:

1. confirmation and access to personal information/ data,
2. correction of inaccuracies of your personal information/ data,
3. You have the right to nominate another individual, in accordance with applicable law, to exercise your rights in relation to your personal data in the event of your death or incapacity.
4. portability of your personal information/ data,
5. be informed of processing activities of your personal information/ data
6. erasure of your personal information/ data and
7. withdrawal of your consent to further processing and erasure of your retained personal information/ data by PHD Capital.

These rights are available to you irrespective of the time period during which your personal information/ data is under our possession and you are entitled to enforce your aforementioned rights in the manner set out in the Digital Personal Data Protection Act, 2023.

You have the right to withdraw or revoke your consent regarding collection, storage or processing of personal information/ data at any time in the manner specified under the Digital Personal Data Protection Act, 2023, and such revocation will not result in penalty or loss of any benefits to which you are entitled otherwise.

Please understand that you are solely responsible for consequences of the withdrawal of your consent as referred to in the above paragraph, and such withdrawal of consent shall not affect the legality of processing of your personal information/ data by PHD Capital based on your consent before its withdrawal.

To access or update your personal information, please login and make changes as required. Some of these changes may require you to provide documentary evidence. As an added security measure, we may require additional proof of identity prior to such disclosure. Remember to keep your Login Credentials safe and secret to prevent unauthorized access to your PHD Capital account. If you think that the security of your account has been compromised, change your password and contact our Data Protection Officer immediately for further assistance.

MUTUAL FUND DATA – CROSS-SERVICE SHARING AND MARKETING

PHD Capital shall process and use investor information and data collected in connection with mutual fund services strictly in accordance with applicable regulatory requirements, including the applicable AMFI Code of Conduct and data-protection laws. Mutual fund investor data shall not be used or shared with other divisions, group entities or third parties for unrelated cross-marketing or promotional purposes merely by virtue of the investor's existing relationship with PHD Capital. Any sharing of such information across business divisions shall be undertaken only where necessary for providing, servicing or facilitating a requested product or service, or where otherwise permitted under applicable law and based on the requisite consent, wherever required. Consent obtained for servicing a mutual fund investment shall not automatically be treated as consent to market unrelated financial products or services.

PHD Capital shall maintain the confidentiality and security of personal data and investment-related information obtained from mutual fund investors in the course of providing or facilitating mutual fund services. Such information shall be used only for the purpose for which it was collected or otherwise in accordance with applicable law and regulatory requirements. PHD Capital shall implement appropriate technical, organizational and contractual safeguards to prevent unauthorized access, misuse, disclosure or sharing of investor data. Mutual fund investor data shall be retained only for as long as necessary for providing the relevant services or to comply with applicable legal, regulatory, contractual or record-retention requirements, following which such data shall be securely deleted, destroyed or anonymized, as applicable. Any sharing of such information with third parties, group entities or service providers shall be undertaken in accordance with applicable law, AMFI's Data Sharing Principles and the relevant contractual and regulatory requirement.

LOAN-RELATED DATA – DATA MINIMISATION AND PURPOSE LIMITATION

For loan-related services, including loans against mutual funds and loans against fixed deposits, PHD Capital shall ensure that personal and financial data is collected and processed only to the extent reasonably necessary for the relevant loan application, onboarding, KYC, credit assessment, processing, servicing, fraud prevention, regulatory compliance and other legally permissible purposes. Where PHD Capital acts as a referral partner or service facilitator for a regulated lender, relevant data may be shared with the concerned lender or service provider only for the specific purpose for which the customer has requested the relevant service and in accordance with applicable consent and regulatory requirements. Loan-related data shall not be used for unrelated purposes or cross-marketing without an appropriate lawful basis and, where required, separate informed consent.

OUR LEGAL OBLIGATION TO YOU

We are bound by the (Indian) Information Technology Act, 2000 and the Digital Personal Data Protection Act, 2023 and is compliant with all its provisions. Under Regulation 4 of the Information Technology (Reasonable Security and Procedures and Sensitive Personal Data or Information) Rules, 2011, PHD Capital Private Limited, is obliged to provide every registered user of PHD Capital with a readable copy of the information that it keeps about you. If you would like a copy, do get in touch with the Data Protection Officer at the contact details provided above.

CHANGES TO THIS PRIVACY POLICY

This Privacy Policy is published on the app in compliance with Regulation 4 of the (Indian) Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Information) Rules, 2011.

We update this Privacy Policy periodically. We will not reduce your rights under this Privacy Policy without your explicit consent. We will notify you of any changes to this Privacy Policy before or at the time of any further collection, use or processing of your personal information/ data. You are requested to visit the website/ app at regular intervals to check and keep yourself informed about the changes that have been made in the Privacy Policy.

The date of last revision appears at the top and all changes take effect immediately upon posting.

TERMINATION

If your relationship with us ends with us, we will continue to treat and protect your personal information in accordance with this Privacy Policy. That means that we may continue to share your personal information with our partners and affiliates as described above or permitted by law. However, if you notify us of your election not to have us share your personal information with others or store your personal information further, we will honor that request.

APPLICABLE LAW AND JURISDICTION

This Privacy Policy shall be governed by, construed and entered in accordance with the laws of the Republic of India, without regard to choice of law or conflict of law provisions thereof.

All disputes with respect to this Privacy Policy shall be brought and heard in the courts situated at West Bengal, India.

IF YOU HAVE ANY QUESTIONS REGARDING THIS POLICY, DO GET IN TOUCH WITH THE DATA PROTECTION OFFICER AT

Name: PHD Capital.

Email ID - support@phdcapital.in

Our Registered office address is as follows -

PHD CAPITAL PRIVATE LIMITED

Sadpur - Maslandapur Habra -1, Maslandapur, North 24 Parganas, Basirhat Road, Parganas North, Maslandapur, West Bengal, India – 743289

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COOKIE POLICY

PHD Capital Private Limited Cookie Policy

This Cookie Policy (“Policy”) explains how PHD Capital Private Limited (“PHD Capital”, “Company”, “we”, “us” or “our”) uses cookies and similar technologies when you visit or interact with our website, mobile application, web application, digital platforms, portals or other online services operated or controlled by us (collectively, the “Platform” or “Services”).

This Policy explains the types of cookies and similar technologies we use, the purposes for which they are used, the information they may collect, and how you may provide, refuse or withdraw consent. This Policy shall be read together with our Privacy Policy, Consent and Data Sharing Notice, Terms & Conditions and other applicable policies and disclosures available on the Platform.

Where consent is required under applicable law, non-essential cookies and similar technologies shall be activated only after obtaining your clear affirmative consent through the consent mechanism provided on the Platform. Your continued access or use of the Platform shall not by itself constitute consent to non-essential cookies.

If you have any questions regarding this Policy, you may contact us at:

Email: support@phdcapital.in
Phone: 032-1629-7100
Registered Office: Sadpur-Maslandpur, Habra-1, Maslandapur, Basirhat Road, 24 Parganas North, BARASAT, WEST BENGAL, 743289
Website: https://phdcapital.in

1. What Are Cookies and Similar Technologies?

Cookies are small text or data files stored on your computer, mobile phone, tablet or other device when you visit a website or use an online application.

We may also use technologies similar to cookies, including device identifiers, software development kits (SDKs), application analytics technologies, session identifiers, pixels, tags and other tracking or technical technologies.

These technologies may enable us to recognise a device, maintain secure sessions, remember preferences, understand Platform usage, improve functionality and maintain security.

Information collected through these technologies may become associated with personal data where it can be linked to an identifiable user. Where such information constitutes personal data, it shall be processed in accordance with our Privacy Policy and applicable data protection laws.

2. First-Party and Third-Party Technologies

2.1 First-Party Technologies

First-party cookies and similar technologies are placed directly by PHD Capital or by service providers acting on our behalf.

They may be used for:

• Maintaining secure user sessions;
• Login and authentication;
• Maintaining security and preventing fraud;
• Remembering user preferences;
• Recording consent and privacy preferences;
• Supporting Platform functionality; and
• Improving Platform performance.

2.2 Third-Party Technologies

Third-party cookies and similar technologies may be placed or operated by service providers integrated with our Platform.

Depending on the services actually used, such providers may include:

• Analytics providers;
• Authentication providers;
• Security and fraud prevention providers;
• Customer support and communication providers;
• Payment and transaction service providers;
• Performance monitoring providers;
• Marketing and advertising providers; and
• Other technology or infrastructure providers.

Third-party providers may process information in accordance with their own privacy policies and applicable contractual arrangements.

3. Purposes for Which We Use Cookies and Similar Technologies

We may use cookies and similar technologies for the following purposes:

3.1 Essential Platform Operations

To:

• Operate the Platform;
• Maintain user sessions;
• Enable login and authentication;
• Support requested services and functions;
• Remember necessary preferences; and
• Maintain the security and integrity of the Platform.

3.2 Security and Fraud Prevention

To:

• Detect suspicious activity;
• Prevent unauthorized access;
• Detect and prevent fraud;
• Protect user accounts and transactions;
• Identify unusual activity; and
• Protect the Platform against cyber threats and misuse.

3.3 Analytics and Performance

Where enabled with the required consent, we may use analytics technologies to understand:

• How users access and navigate the Platform;
• Which pages or features are used;
• Application and Platform performance;
• Technical errors;
• Usage trends; and
• User interaction with the Platform.

3.4 Preferences and Functionality

To remember preferences such as:

• Language;
• Display settings;
• Login preferences;
• Privacy and cookie preferences; and
• Other selections made by the user.

3.5 Marketing and Advertising

Where applicable and subject to required consent, cookies and similar technologies may be used to:

• Measure marketing campaign performance;
• Understand interaction with promotional content;
• Display relevant promotional content;
• Limit repeated advertisements; and
• Understand interaction with marketing communications.

We shall not use non-essential marketing or advertising technologies where consent is required unless the required consent has been obtained.

4. Categories of Cookies and Similar Technologies

4.1 Strictly Necessary Technologies

These are required for the operation, security and basic functionality of the Platform. Where permitted by applicable law, these technologies may operate without separate consent.

4.2 Functional Technologies

These enable the Platform to remember user preferences and provide enhanced functionality.

4.3 Analytics and Performance Technologies

These help us understand Platform usage, performance and technical issues and shall be used subject to applicable consent requirements.

4.4 Security and Fraud Prevention Technologies

These assist in detecting and preventing fraud, unauthorised access, automated attacks and other security threats.

4.5 Marketing and Advertising Technologies

These may be used for advertising, remarketing and campaign measurement only where permitted under applicable law and after obtaining the required consent.

5. Mobile Applications, SDKs and Device Identifiers

In addition to website cookies, our mobile and web applications may use:

• Device identifiers;
• Software Development Kits (SDKs);
• Application analytics technologies;
• Session identifiers;
• Authentication technologies;
• Pixels and tags; and
• Other similar technologies.

These technologies may collect information relating to the device, application usage, technical performance and interaction with our Services.

Where consent is required, such technologies shall be enabled only after clear affirmative consent through the applicable in-application consent or preference controls. Users may manage or withdraw their consent through the controls made available within the application or Platform.

Browser settings alone may not control SDKs, device identifiers or other application-based technologies.

6. Consent for Cookies and Similar Technologies

Where applicable law requires consent, PHD Capital shall obtain consent through a clear affirmative action before using non-essential cookies or similar technologies.

The consent mechanism may allow users to:

• Accept or reject non-essential technologies;
• Select individual categories;
• Manage preferences; and
• Withdraw or modify consent.

Pre-ticked boxes, implied consent through continued use of the Platform or silence shall not constitute affirmative consent where consent is required by applicable law.

Withdrawal of consent shall be as easy as providing consent and shall not affect the lawfulness of processing carried out before withdrawal.

7. Cookie and Technology Management

Users may manage their preferences through the cookie consent controls provided on the Platform.

For application-based technologies, including SDKs and device identifiers, users may use the relevant in-application privacy or consent controls provided by PHD Capital.

Users may also use browser or device settings to delete or restrict certain cookies. However, browser or device settings may not control all application-based technologies.

Disabling strictly necessary technologies may affect the availability or functionality of certain Services.

8. Cookies and Personal Data

Information collected through cookies or similar technologies may, depending on the circumstances, constitute personal data or become associated with personal data.

Where this occurs, such information shall be processed in accordance with our Privacy Policy, including applicable provisions relating to:

• Purpose limitation;
• Consent;
• Data security;
• Data retention;
• User rights;
• Grievance redressal; and
• Data sharing and disclosure.

The Privacy Policy and this Cookie Policy shall therefore be read together.

9. Children and Cookies

We do not knowingly use cookies or similar technologies for tracking, behavioural monitoring or targeted advertising directed at children.

Where personal data of a child is processed, applicable parental or lawful guardian consent and other requirements under applicable law shall be followed.

Where required, age declaration and appropriate consent mechanisms shall be implemented before processing children's personal data.

10. Cookie Retention

Cookies may be either session-based or persistent.

Session Cookies: These generally remain on the device during the relevant browsing session and are deleted when the session ends.

Persistent Cookies: These remain for a specified period or until deleted by the user.

The applicable retention period shall depend on the purpose, technology and service provider and shall be recorded in the applicable Cookie Table.

11. Cookie and Technology Table

The actual cookies and similar technologies deployed on the Platform shall be identified and periodically reviewed.

The Cookie Table shall be updated periodically to reflect the cookies and similar technologies actually deployed on the Platform.

12. Third-Party Services

The Platform may contain integrations, plug-ins, links or services provided by third parties.

Such third parties may use cookies or similar technologies independently when their services are accessed or used.

PHD Capital does not control the independent privacy practices of third-party providers. Users should review the relevant third-party privacy policies where applicable.

13. Financial Services and Platform Security

As PHD Capital operates a financial-services-oriented digital platform, cookies and similar technologies may be used to support:

• User authentication;
• Session management;
• Security monitoring;
• Fraud detection;
• Prevention of unauthorised activity;
• Protection against cyber threats;
• Application functionality; and
• Technical performance monitoring.

Such technologies are intended to support the secure functioning of the Platform and shall not be used to alter or influence the investment decisions of users.

14. Relationship with the Privacy Policy

This Cookie Policy forms part of PHD Capital's broader data protection framework and shall be read together with the Privacy Policy and Consent and Data Sharing Notice.

Information collected through cookies, SDKs, device identifiers and similar technologies shall not be treated as anonymous merely because it does not directly identify an individual by name. Where such information can reasonably be linked with an identifiable user, it shall be treated and protected as personal data in accordance with applicable law.

15. Changes to this Cookie Policy

PHD Capital may update this Policy to reflect changes in:

• Cookies and technologies used;
• Platform functionality;
• Third-party service providers;
• Applicable laws or regulatory requirements; or
• Business and operational practices.

Where required by applicable law, we shall provide additional notice or obtain renewed consent before implementing material changes requiring consent.

The updated Policy shall specify the applicable Effective Date/Last Updated Date.

16. Contact Us

For questions, concerns or requests relating to this Cookie Policy or our use of cookies and similar technologies, you may contact us at:

PHD Capital Private Limited
Email: support@phdcapital.in
Phone: 032-1629-7100
Registered Office: Sadpur-Maslandpur, Habra-1, Maslandapur, Basirhat Road, 24 Parganas North, BARASAT, WEST BENGAL, 743289
Website: https://phdcapital.in

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USER CONSENT AND DATA SHARING NOTICE

This Consent and Data Sharing Notice ("Consent Notice") is issued by PHD Capital ("Company", "we", "us", or "our") and shall be read together with the Company's Privacy Policy and Terms & Conditions available on the Platform.

This Consent Notice is intended to provide the User with clear and transparent information regarding the collection, processing, use, storage, and sharing of the User's Personal Data and to obtain the User's free, specific, informed, unconditional, and unambiguous consent, through clear affirmative action, for the specific products, services, and purposes selected by the User.

In accordance with the applicable provisions of the Digital Personal Data Protection Act, 2023 ("DPDP Act") and the rules made thereunder, as applicable, the User's consent shall be purpose-limited and shall apply only to the Personal Data reasonably necessary for the specific service(s) and purpose(s) selected by the User. Consent provided for one service shall not, by itself, constitute consent to process or share Personal Data for an unrelated service or purpose, unless such processing is necessary for providing the selected service, required or permitted under applicable law, or separately consented to by the User.

The Company is committed to maintaining appropriate safeguards for the protection of the User's Personal Data and to processing such data in accordance with applicable data protection laws, regulatory requirements, and the Company's Privacy Policy. The Company shall seek to limit the collection, use, storage, and sharing of Personal Data to what is reasonably necessary for the specified purposes and, where applicable, shall share such information only with relevant and authorized entities for facilitating the services selected by the User.

The User may choose the specific products and services for which the User wishes to provide consent by selecting the relevant checkbox(es) below. Where a consent is optional, the same shall be clearly identified as such. The User may also withdraw consent where consent is the basis for processing, subject to applicable law and the consequences of such withdrawal as described in this Consent Notice and the Company's Privacy Policy.

A. SERVICES SELECTED BY THE USER

Please select the services for which you wish to provide consent:

Mutual Fund Investment Services

I consent to the collection, processing, use, and sharing of my relevant Personal Data and documents with the applicable AMC, mutual fund, RTA, BSE, AMFI, KYC Registration Agency, and other relevant intermediaries or service providers, as may be necessary to facilitate, process, execute, and service my mutual fund transactions and related requests.

Equity & F&O Research and Recommendation Services

I consent to the processing and use of my relevant Personal Data for providing research reports, analysis, recommendations, related communications, account servicing, and other services associated with the Research and Recommendation Services provided by the Company, subject to applicable laws and regulatory requirements.

Bonds and Fixed-Income Investment Services

I consent to the collection, processing, use, and sharing of my relevant Personal Data and documents with the applicable Online Bond Platform Provider ("OBPP"), bond issuer, intermediary, registrar, depository, BSE, or other relevant service provider, as may be necessary to facilitate, process, execute, and service my bond or fixed-income investment transactions.

Loan Against Mutual Fund / Loan and Credit Services

I consent to the collection, processing, use, and sharing of my relevant Personal Data and documents with the applicable bank, NBFC, lender, Lending Service Provider ("LSP"), or other relevant financial institution, as may be necessary to process, facilitate, assess, or service my application for Loan Against Mutual Fund or other credit facilities.

Fixed Deposit Services

I consent to the collection, processing, use, and sharing of my relevant Personal Data and documents with the applicable bank, company, financial institution, issuer, intermediary, or other relevant service provider, as may be necessary to facilitate, process, and service my Fixed Deposit or other deposit-related transactions.

B. PURPOSE-LIMITED CONSENT

By selecting any of the above services, I expressly consent to the collection, processing, use, storage, and sharing of my relevant Personal Data, information, and documents strictly to the extent reasonably necessary for the purpose of providing, facilitating, processing, executing, administering, servicing, and communicating with respect to the specific service(s) selected by me.

Such information may include, as applicable, my identity and contact details, KYC information, financial and investment information, bank account details, transaction details, documents, and other information required for the relevant service.

I understand that my Personal Data may be shared with the relevant AMC, mutual fund, RTA, SEBI-registered intermediary, BSE, OBPP, issuer, bank, NBFC, lender, financial institution, registrar, depository, service provider, or other authorized third party, as applicable, where such sharing is necessary for the selected service or is required or permitted under applicable law.

C. REGULATORY AND LEGAL COMPLIANCE

I acknowledge and consent to the processing and sharing of my Personal Data where necessary to comply with applicable laws, regulations, rules, circulars, directions, and regulatory requirements, including those applicable to SEBI, RBI, BSE, AMFI, and other governmental, regulatory, statutory, or law enforcement authorities.

I understand that certain information may be mandatorily required for KYC, customer due diligence, AML requirements, fraud prevention, transaction processing, regulatory reporting, record maintenance, or other statutory and regulatory purposes. Where such processing is required by law, withdrawal of consent shall not affect the Company's ability to continue such processing to the extent legally required or permitted.

D. CONSENT FOR COMMUNICATIONS

Service and Transactional Communications

I consent to receiving communications relating to my selected products and services, including transaction confirmations, account-related information, statements, service updates, requests for additional documents or information, and other communications necessary for providing or servicing the relevant service.

Marketing and Promotional Communications (Optional)

I separately consent to receiving promotional communications, offers, product information, and communications regarding other products or services that may be of interest to me.

I understand that my consent for marketing and promotional communications is optional and is not a condition for availing the core products or services of the Platform, except where otherwise expressly disclosed and permitted under applicable law.

E. THIRD-PARTY DATA SHARING

I understand that certain products and services available through the Platform may be provided, facilitated, distributed, or referred through third-party entities. I expressly consent to the sharing of my relevant Personal Data with such third parties to the extent necessary for the specific service selected by me.

I understand that such third parties may process my Personal Data in accordance with their own applicable privacy policies, terms and conditions, and regulatory obligations. The Company shall share only such information as is reasonably necessary for the relevant purpose, subject to applicable law.

F. TRACKING AND EXTERNAL INVESTMENTS

Where I voluntarily choose to track or manage investments or financial products held outside the Platform, I consent to provide and permit the processing of relevant information, statements, documents, or other records for the limited purpose of displaying, tracking, analyzing, or servicing such investments or financial products through the Platform.

I understand that I may be required to provide such information voluntarily or manually upload relevant documents to access certain tracking or related features.

G. USER ACKNOWLEDGEMENT AND WITHDRAWAL OF CONSENT

I confirm that I have read and understood this Consent Notice and the Company's Privacy Policy and agree to the collection, processing, use, and sharing of my Personal Data for the specific purposes and services selected by me above.

I understand that I may withdraw my consent, subject to applicable law and the Company's prescribed process for withdrawal of consent. I further understand that withdrawal of consent may affect the Company's ability to continue providing certain services where the relevant Personal Data is necessary for providing such services or where processing is otherwise required or permitted under applicable law.

Withdrawal of consent shall not affect the lawfulness of processing carried out before such withdrawal and shall not prevent the Company from retaining or processing Personal Data where required or permitted under applicable law.

I confirm that the information and documents provided by me are true, accurate, complete, and up to date and that I am providing this consent voluntarily and for the purposes specified in this Consent Notice.

By selecting the relevant checkbox(es) and clicking "I Agree / Submit", I provide my express, informed, specific, and purpose-limited consent for the processing and sharing of my Personal Data for the selected service(s) and purposes described above.

YOUR CONSENT

By selecting the relevant option(s) on the Platform, you confirm that you have been provided with clear information regarding the relevant processing of your Personal Data and that you voluntarily provide your consent for the selected purpose(s).

I have read and understood this Consent Notice and the Privacy Policy.

I consent to the collection, processing, use, and sharing of my Personal Data for the specific service(s) selected by me below, for the purposes described in this Consent Notice.

I understand that my Personal Data may be shared with relevant third parties, including AMCs, mutual funds, RTAs, OBPPs, issuers, banks, NBFCs, lenders, financial institutions, intermediaries, registrars, depositories, and other authorized service providers, only to the extent reasonably necessary for providing or facilitating the service(s) selected by me or as required or permitted under applicable law.

I understand that I may withdraw my consent at any time where consent is the basis for processing, through the mechanism made available by the Company, and that withdrawal of consent will not affect the lawfulness of processing undertaken before such withdrawal.

I understand that withdrawal of consent may affect the Company's ability to provide or continue certain services where the relevant Personal Data is necessary for providing such services, or where processing is otherwise required or permitted under applicable law.

The specific services selected by me on the Platform and the corresponding purposes of processing and data sharing are as set out in this Consent Notice.

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MASTER GRIEVANCE REDRESSAL POLICY

1. INTRODUCTION & PURPOSE

PHD Capital Private Limited ("PHD Capital", "Company", "we", "us" or "our") operates a multi-service financial platform through which users may access or be referred to various financial products and services, including Research Analyst ("RA") services, Mutual Fund distribution and other financial products or services that may be introduced on the Platform from time to time.

PHD Capital may provide certain services directly and may, where applicable, facilitate or refer users to third-party regulated entities for specific financial products or services. Accordingly, the nature of the grievance, the entity responsible for addressing it, and the applicable regulatory or dispute-resolution mechanism may differ depending upon the service involved and the entity actually providing such service.

This Master Grievance Redressal Policy ("Policy") establishes a common framework for receiving, handling, resolving and escalating grievances relating to the services made available through the PHD Capital Platform. The Policy is intended to enable users to identify the appropriate grievance redressal route based on the nature of their complaint and the regulatory framework applicable to the relevant service.

A grievance relating to one service or entity shall not automatically fall within the jurisdiction of the regulator or grievance mechanism applicable to another service or entity. Accordingly, complaints shall be addressed and escalated to the concerned service provider, regulator, exchange, industry body, ombudsman or other dispute-resolution mechanism having jurisdiction over the specific product or service, as applicable.

This Policy consolidates the grievance redressal framework applicable to the various service verticals of PHD Capital and shall be read together with the service-specific provisions set out in this Policy and the applicable laws, regulations, circulars, guidelines and directions issued by the relevant regulatory authorities from time to time.

3. Common Grievance Registration Process
Users may raise a grievance through the designated email, telephone, post or Grievance Redressal Officer (GRO) contact details provided by PHD Capital.

The grievance should, wherever applicable, include the user's name and contact details, relevant account/transaction/reference number, details of the issue, and supporting documents.

All grievances shall be appropriately acknowledged, recorded, reviewed and resolved within the applicable regulatory timelines. PHD Capital shall maintain appropriate records of grievances and handle the information provided by users with reasonable confidentiality, in accordance with applicable law.

Email – complain@phdcapital.in

Customer Care Number – 032-1629-7100

4. Service-Wise Grievance Redressal & Escalation

4.1 Research Analyst Services

Where a grievance relates to Research Analyst ("RA") services, including research reports, recommendations, research fees, disclosures, service deficiencies or the conduct of the Research Analyst, the investor may initially approach the PHD Capital/RA Grievance Redressal Officer or Compliance Officer through the designated grievance channels.

The grievance shall be redressed promptly and not later than 21 calendar days from the date of receipt. However, grievances relating to non-receipt of a research report, missing pages, inability to download a research report, or any other deficiency in research services shall be addressed within 7 business working days from receipt of the grievance.

Escalation Route

If the grievance is not satisfactorily resolved, the investor may pursue the applicable regulatory grievance mechanism in the following sequence:

Investor → PHD Capital/RA Grievance Officer or Compliance Officer → SEBI SCORES → SMART ODR, where applicable.

The complaint should generally be lodged within one year from the cause of action, subject to the applicable framework.

SEBI Grievance Contact

Investors may also contact the SEBI Office on the toll-free helpline numbers:

1800 22 7575 / 1800 266 7575

Escalation Matrix

Below are the key contacts you may approach based on the nature or escalation level of your concern:

4.2 Mutual Fund Distribution

Where a grievance relates to Mutual Fund distribution, including purchase, redemption, switching, transaction-related matters, distributor conduct, or services provided by PHD Capital, the investor may first approach PHD Capital through its designated Grievance Redressal Officer or the concerned Mutual Fund/AMC/RTA, depending upon the nature of the grievance.

Grievance Escalation Route:

Investor → PHD Capital/GRO or Concerned Mutual Fund/AMC/RTA → AMFI → SEBI SCORES → ODR, where applicable

Where the grievance relates to the conduct of PHD Capital as a Mutual Fund Distributor, the matter may also be considered under the applicable AMFI/ARN grievance and disciplinary mechanism, including the ARN Committee, wherever applicable.

The investor should first approach the concerned Mutual Fund/AMC/RTA for grievances relating to the Mutual Fund scheme, transaction, NAV, redemption, switching or other scheme-related matters. Complaints relating specifically to PHD Capital's distribution services or conduct may be raised with PHD Capital and, where applicable, escalated through the AMFI mechanism.

Accordingly, the applicable escalation levels shall be:

• Level 1: PHD Capital / Concerned Mutual Fund, AMC or RTA
• Level 2: AMFI / applicable ARN Committee mechanism
• Level 3: SEBI SCORES
• Level 4: Online Dispute Resolution (ODR), wherever applicable

The applicable grievance shall be dealt with in accordance with the regulatory framework and timelines applicable to the concerned Mutual Fund, AMC/RTA, distributor or service provider.

This version resolves the specific concern because it does not directly jump from the AMC to SCORES/ODR and captures the AMFI and ARN Committee route before SEBI SCORES.

4.3 Referral Bonds / Debt Securities:

Where a grievance relates to Bonds or Debt Securities made available through or referred by PHD Capital, the appropriate grievance redressal route shall depend upon the nature of the complaint and the entity actually responsible for the relevant service.

• PHD-related referral, communication or conduct: The grievance may be raised with PHD Capital through its designated Grievance Redressal Mechanism.
• Product or transaction-related matters, including investment, redemption, repayment, interest, settlement or other matters relating to the security: The investor shall approach the actual issuer, OBPP, broker or other concerned regulated intermediary responsible for the relevant service.
• Further escalation: Where the grievance remains unresolved, the investor may approach the applicable SEBI, stock exchange, regulatory or other dispute-resolution mechanism having jurisdiction over the concerned entity and nature of the grievance.

PHD Capital's grievance mechanism shall apply only to matters attributable to its own services, referral activities, communication or conduct and shall not extend to independent acts, decisions or obligations of the issuer or other third-party regulated entity.

4.4 Loans Against Mutual Funds

Where a grievance relates to Loans Against Mutual Funds facilitated or referred through PHD Capital, the applicable grievance redressal route shall depend upon the nature of the complaint and the entity responsible for the relevant service.

• PHD Capital's referral/facilitation services: Complaints relating to PHD Capital's own referral, facilitation, communication or conduct may be raised with the PHD Capital Nodal Grievance Redressal Officer through the designated grievance mechanism.
• Loan-related matters: Complaints relating to loan sanction, eligibility, interest rate, loan agreement, pledge/lien, disbursement, repayment, foreclosure, charges, release of lien or any other decision or action of the lender shall be raised directly with the concerned lending institution through its grievance redressal mechanism.
• Escalation within the lender: Where applicable, the grievance may thereafter be escalated to the Internal Ombudsman of the concerned lender, in accordance with the lender's applicable regulatory framework.
• RBI escalation: Where the lender is an RBI-regulated entity and the grievance remains unresolved, the customer may approach the RBI Integrated Ombudsman Scheme, subject to applicable eligibility and conditions.
• RBI Complaint Management System: Where the complaint is rejected or remains unanswered/resolved unsatisfactorily for 30 days, the customer may approach the RBI Complaint Management System, as applicable under the relevant regulatory framework.

Grievance Timelines: PHD Capital shall acknowledge and address grievances relating to its own referral/facilitation services promptly and within the timelines prescribed under applicable law. Grievances relating to the actual lending service shall be handled within the timelines prescribed by the concerned lender and applicable RBI framework.

4.5 Loans Against Fixed Deposits

Where a grievance relates to Loans Against Fixed Deposits facilitated or referred through PHD Capital, the applicable grievance route shall depend upon the nature of the complaint and the entity responsible for the relevant service.

• PHD Capital's referral/facilitation services: Complaints relating to PHD Capital's referral, facilitation, communication or conduct may be raised with PHD Capital through its designated Grievance Redressal Mechanism.
• Loan-related matters: Complaints relating to loan sanction, eligibility, interest rate, loan agreement, lien/charge on the Fixed Deposit, disbursement, repayment, foreclosure, premature closure, charges, release of lien or any other decision or action of the lender shall be raised directly with the concerned lending bank/NBFC or other lending institution.
• Internal escalation: The grievance may thereafter be escalated through the internal grievance redressal mechanism of the concerned lender, including the Internal Ombudsman, wherever applicable.
• RBI escalation: Where the concerned lender is an RBI-regulated entity, the customer may, where applicable, escalate the grievance through the RBI Integrated Ombudsman Scheme, subject to the applicable eligibility and conditions.

PHD Capital shall be responsible only for grievances attributable to its own referral, facilitation, communication or conduct and shall not be responsible for independent decisions or actions of the concerned lender.

4.6 Issuer / Product-related Complaints

Where a grievance relates to the underlying product, issuer or actual service provider, including matters concerning the product terms, repayment, interest, maturity, default, settlement or other obligations of the issuer/service provider, the grievance shall first be raised with the concerned issuer or actual service provider through its designated grievance redressal mechanism.

Where the grievance remains unresolved, the customer may approach the applicable regulator, exchange, ombudsman or other dispute-resolution mechanism having jurisdiction over the concerned issuer/service provider and the nature of the grievance.

PHD Capital's grievance mechanism shall apply only to matters attributable to PHD Capital's own services, referral, facilitation or communication.

4.7 Technical / Platform Complaints

Complaints relating to login issues, website/application access, technical errors, payment or communication issues, inability to access documents or other platform-related deficiencies may be raised with PHD Capital or the concerned service provider, depending upon the platform or service affected.

PHD Capital shall address matters attributable to its own platform or services, while issues arising from a third-party platform, lender, issuer, broker, OBPP, AMC or other service provider shall be directed to the concerned entity.

Where required, unresolved complaints may be escalated through the regulatory or grievance redressal mechanism applicable to the affected service or entity.

5. Data Protection Grievances

Personal data related grievances shall be addressed through the designated Data Protection grievance/contact mechanism within the timelines prescribed under this Master Grievance Redressal Policy and applicable law.

In case of any technical, operational or security issue affecting personal data, reasonable efforts shall be made to resolve the issue within a reasonable time, and affected data subjects shall be updated where required.

Where applicable, unresolved grievances may be escalated to the Data Protection Board of India.

Where a grievance is not satisfactorily resolved at the applicable first-level grievance mechanism, the complainant may pursue further escalation through the regulatory, statutory, ombudsman, exchange, industry-body or dispute-resolution mechanism applicable to the concerned service and entity.

The availability, sequence and eligibility of any external escalation mechanism shall depend upon the nature of the grievance and the regulatory status of the concerned service provider. Accordingly, no external mechanism shall be deemed applicable merely because the relevant service is offered, facilitated or referred through the PHD Capital Platform.

Where applicable, external remedies may include:

• SEBI SCORES for grievances falling within the applicable SEBI framework;
• SMART ODR for eligible securities-market disputes, after following the applicable preceding grievance mechanism;
• AMFI grievance mechanism for matters falling within the applicable Mutual Fund distribution framework;
• RBI Complaint Management System / Integrated Ombudsman Scheme for eligible complaints against RBI-regulated entities, subject to the applicable conditions and timelines;
• Internal Ombudsman mechanism of the concerned regulated entity, wherever applicable; and
• Any other regulator, exchange, industry body or statutory dispute-resolution mechanism having jurisdiction over the relevant service.

The service-specific grievance routes and escalation sequence set out in this Policy shall prevail for determining the appropriate mechanism for a particular complaint.

7. Contact & Escalation Matrix

For grievances relating to services or activities attributable to PHD Capital, customers may use the following common escalation matrix. The contact details of the concerned service-specific officer shall also be displayed wherever required under applicable regulatory requirements.

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CONFLICT OF INTEREST POLICY

1. INTRODUCTION

PHD Capital Private Limited ("PHD Capital", "Company", "we", "us or "our") is committed to conducting its business with integrity, fairness, transparency and in the best interests of its clients, investors, customers and other stakeholders.

PHD Capital operates a multi-service financial platform through which it may provide, distribute, facilitate, research, recommend, refer or otherwise make available different financial products and services, either directly or through third-party regulated entities, intermediaries, issuers, lenders, platforms or service providers.

Given the nature and diversity of such activities, situations may arise in which the interests of PHD Capital, its directors, employees, associates, related parties, service providers or other stakeholders may conflict, or may reasonably be perceived to conflict, with the interests of a client or customer.

This Conflict-of-Interest Policy ("Policy") establishes the framework adopted by PHD Capital for identifying, preventing, managing, mitigating and, where appropriate, disclosing actual, potential or perceived conflicts of interest.

The objective of this Policy is to ensure that conflicts are handled in a manner that is fair, transparent and consistent with applicable laws, regulations, regulatory directions and the specific regulatory framework applicable to the relevant service.

2. OBJECTIVES OF THE POLICY

The primary objectives of this Policy are to:

1. identify circumstances that may give rise to actual, potential or perceived conflicts of interest;
2. establish appropriate controls and procedures to prevent conflicts from adversely affecting the interests of clients or customers;
3. ensure that clients and customers are treated fairly and transparently;
4. ensure that PHD Capital's commercial interests do not improperly influence the services, information, research, recommendations or referrals provided to clients;
5. ensure adequate disclosure of material conflicts where the conflict cannot reasonably be avoided or effectively mitigated;
6. establish appropriate segregation of activities, responsibilities and information where required;
7. prevent misuse of confidential or non-public information;
8. ensure that employees and associated persons act with due care, honesty, fairness and good faith;
9. ensure that the regulatory obligations applicable to one service are not improperly represented as applying to another service; and
10. maintain appropriate records of identified conflicts, mitigation measures and disclosures.

3. SCOPE AND APPLICABILITY

This Policy shall apply to:

• PHD Capital;
• its directors and key managerial personnel;
• employees and officers;
• compliance personnel;
• research personnel;
• persons involved in sales, distribution or referral activities;
• consultants and agents, where applicable;
• associated persons involved in regulated activities;
• persons acting on behalf of PHD Capital in connection with its financial services; and
• third-party service providers, to the extent their contractual relationship with PHD Capital requires compliance with applicable conflict-management standards.

The Policy shall apply to all activities undertaken by PHD Capital, including, as applicable:

• Research Analyst services;
• Mutual Fund distribution;
• bond and debt-security referral services;
• referral or facilitation of loans against Mutual Funds;
• referral or distribution of Fixed Deposits;
• financial product distribution;
• marketing and promotional activities;
• client onboarding;
• customer servicing;
• digital platform operations; and
• any other financial product or service introduced by PHD Capital from time to time.

The application of this Policy shall, however, be subject to the regulatory status and actual role of PHD Capital in relation to the relevant activity.

4. MEANING OF CONFLICT OF INTEREST

For the purpose of this Policy, a "Conflict of Interest" shall mean any situation, circumstance, relationship or arrangement in which:

• the interests of PHD Capital differ from, or may be inconsistent with, the interests of a client or customer;
• the interests of one client or customer may conflict with those of another client or customer;
• an employee, director or associated person has a personal or financial interest that may influence their professional judgment;
• PHD Capital or its personnel may receive a financial or other benefit from a transaction, referral or recommendation;
• commercial arrangements may create an incentive to prefer one product, issuer, lender, intermediary or service provider over another;
• confidential information obtained through one activity may improperly influence another activity; or
• a reasonable person may perceive that the independence, objectivity or fairness of PHD Capital or its personnel could be compromised.

A conflict may be actual, potential or perceived. PHD Capital shall take appropriate measures not only where an actual conflict exists but also where a potential or reasonably foreseeable conflict may arise.

5. IDENTIFICATION OF CONFLICTS OF INTEREST

PHD Capital shall maintain reasonable procedures to identify conflicts arising from:

5.1 Commercial Interests

A conflict may arise where PHD Capital receives:

• commission;
• referral fees;
• distribution fees;
• brokerage or transaction-linked remuneration;
• performance-linked compensation;
• incentives;
• volume-based remuneration;
• marketing support;
• non-monetary benefits; or
• any other commercial consideration

from a product manufacturer, issuer, lender, platform, intermediary or service provider.

Such arrangements may create an incentive to promote a particular product or service.

PHD Capital shall therefore ensure that the existence of such remuneration does not result in misleading representations or inappropriate recommendations.

5.2 Referral Arrangements

Where PHD Capital acts as a referral partner or introducer, it may receive compensation from the referred entity.

This may include referrals relating to:

• bonds and debt securities;
• loans against Mutual Funds;
• loans against Fixed Deposits;
• Fixed Deposits;
• Mutual Fund products; or
• other financial products.

The existence of a referral arrangement shall be appropriately disclosed wherever required by applicable law or regulatory requirements.

PHD Capital shall not represent that a product is recommended solely because it generates referral compensation.

5.3 Research Analyst Conflicts

In relation to Research Analyst activities, conflicts may arise where PHD Capital or its associated persons:

• hold securities that are the subject of research;
• have a financial interest in the securities;
• receive compensation linked to the performance of a security;
• have a business relationship with the issuer;
• provide other services to the issuer;
• have an ownership interest in the issuer;
• have received or expect to receive compensation from the issuer;
• have a personal relationship with the issuer or its management; or
• have any other material interest that may affect research objectivity.

All material conflicts applicable to research activities shall be identified and disclosed in accordance with the applicable SEBI framework governing Research Analysts.

Research personnel shall maintain independence and shall not allow commercial or personal interests to improperly influence research conclusions, recommendations or reports.

5.4 Mutual Fund Distribution Conflicts

PHD Capital may receive commission or other remuneration from Asset Management Companies ("AMCs") or other permitted entities for distributing Mutual Fund products.

Such remuneration may create a potential conflict between the commercial interests of PHD Capital and the interests of investors.

PHD Capital shall ensure that:

• commission arrangements are disclosed where required;
• investors are not misled regarding the nature of the relationship;
• distribution activity is not represented as independent investment advisory;
• product information is presented fairly;
• no assurance of returns is provided; and
• the investor remains responsible for making the final investment decision.

Where PHD Capital is acting as a distributor, it shall not represent itself as a SEBI-registered Investment Adviser unless separately registered in such capacity.

5.5 Bond and Debt-Security Referral Conflicts

Where PHD Capital refers customers to a third-party bond platform, OBPP, issuer or intermediary, it may receive referral compensation.

This creates a potential conflict because PHD Capital may have a commercial incentive to generate referrals.

Accordingly:

• the referral relationship shall be appropriately disclosed;
• PHD Capital shall not guarantee the safety or performance of the referred investment;
• PHD Capital shall not misrepresent its regulatory status;
• PHD Capital shall not represent itself as an OBPP unless appropriately registered;
• investors shall be directed to the actual platform or regulated entity for transaction-related matters; and
• material risks relating to the relevant bond or debt security shall not be suppressed or misrepresented for the purpose of generating referrals.

5.6 Loan Referral Conflicts

Where PHD Capital refers customers to a bank, NBFC or other lender for loans against Mutual Funds or Fixed Deposits, PHD Capital may receive referral fees or other commercial consideration.

PHD Capital shall ensure that:

• the identity of the actual lender is clearly disclosed;
• the referral relationship is disclosed where applicable;
• loan approval is not represented as guaranteed;
• PHD Capital does not misrepresent the lender's terms;
• interest rates, fees and charges are not inaccurately represented;
• customers understand that the final lending decision rests with the lender; and
• PHD Capital does not improperly influence customers to select a lender solely because of the compensation received.

5.7 Fixed Deposit Distribution Conflicts

Where PHD Capital distributes or refers Fixed Deposits, it may receive commission or other remuneration from the concerned bank, issuer or deposit-taking institution.

PHD Capital shall ensure that:

• the identity of the actual issuer is disclosed;
• the nature of PHD Capital's role is clearly communicated;
• applicable commission or remuneration disclosures are made where required;
• no guarantee is provided regarding returns beyond the terms offered by the actual issuer;
• the customer is informed of material product terms; and
• the deposit is not misrepresented as being guaranteed by PHD Capital.

6. CONFLICTS BETWEEN CLIENTS

PHD Capital recognizes that its activities may involve multiple clients or customers whose interests may differ.

PHD Capital shall take reasonable measures to ensure that:

• one client's confidential information is not improperly disclosed to another;
• one client's interests are not unfairly preferred over another;
• confidential or material non-public information is not misused;
• allocation of opportunities, where applicable, is conducted fairly;
• employees do not use client information for personal benefit; and
• conflicts between clients are appropriately identified and managed.

Where a conflict cannot be effectively managed through internal controls, PHD Capital may decline to provide the relevant service or transaction.

7. PERSONAL INTERESTS OF EMPLOYEES AND ASSOCIATED PERSONS

Directors, employees and associated persons shall avoid situations in which their personal interests materially conflict with their professional responsibilities.

Employees shall disclose to the Compliance Officer, as applicable:

• direct or indirect financial interests;
• outside business activities;
• material personal relationships;
• investments that may create a conflict;
• positions held in external entities;
• gifts or benefits that may influence decision-making; and
• any other circumstance that may reasonably create a conflict.

No employee shall use their position within PHD Capital to obtain an improper personal advantage.

8. GIFTS, ENTERTAINMENT AND NON-MONETARY BENEFITS

Employees and associated persons shall not accept gifts, hospitality, entertainment or other benefits where such acceptance may:

• influence or appear to influence their judgment;
• create an obligation towards a third party;
• compromise independence;
• influence product selection or referral decisions; or
• create an expectation of preferential treatment.

Any material gift, benefit or hospitality received in connection with business activities shall be disclosed to the Compliance Officer where required under internal procedures.

The Company may prescribe monetary thresholds and approval requirements from time to time.

9. INFORMATION BARRIERS AND CONFIDENTIALITY

Where PHD Capital undertakes multiple activities that may create information-related conflicts, appropriate information barriers shall be maintained where reasonably necessary.

Confidential information obtained through one business activity shall not be:

• improperly shared with another department;
• used for personal gain;
• used to influence research or recommendations;
• used to benefit a third-party service provider; or
• disclosed to another client without lawful authority or consent.

Access to confidential information shall be restricted to personnel who have a legitimate business or regulatory need to access such information.

10. SEPARATION OF RESEARCH AND DISTRIBUTION ACTIVITIES

Where PHD Capital undertakes both Research Analyst activities and financial product distribution or referral activities, reasonable measures shall be adopted to prevent commercial interests from improperly influencing research.

Research personnel shall maintain professional independence and shall not be subject to inappropriate pressure from sales, distribution or referral teams.

Research reports and recommendations shall be based on the research process and methodology adopted by the Research Analyst and shall not be modified solely to facilitate sales, distribution or referral objectives.

Any applicable regulatory requirements concerning segregation, disclosures, personal trading and conflicts shall be followed.

11. MANAGEMENT AND MITIGATION OF CONFLICTS

Depending on the nature and materiality of the conflict, PHD Capital may adopt one or more of the following measures:

1. avoidance of the conflict;
2. disclosure of the conflict to the affected client or customer;
3. obtaining appropriate consent, where legally permissible;
4. segregation of duties;
5. restriction of access to confidential information;
6. implementation of information barriers;
7. independent review;
8. restriction or prohibition of certain activities;
9. reassignment of responsibilities;
10. monitoring of employee conduct;
11. maintaining appropriate records; or
12. declining to undertake the relevant activity.

Disclosure shall not be treated as a substitute for appropriate controls where the conflict can reasonably be prevented or mitigated.

12. DISCLOSURE OF MATERIAL CONFLICTS

Where a material conflict cannot reasonably be avoided or adequately mitigated, PHD Capital shall make appropriate disclosure to the affected client or customer before proceeding with the relevant activity, where required.

The disclosure shall be:

• clear;
• fair;
• accurate;
• sufficiently specific;
• presented in a manner that enables the client to understand the nature and potential impact of the conflict; and
• made at an appropriate stage of the client relationship or transaction.

A generic statement that PHD Capital "may have conflicts of interest" shall not, by itself, be considered sufficient where a specific material conflict is known and requires disclosure.

13. DISCLOSURE OF REMUNERATION AND COMMERCIAL ARRANGEMENTS

PHD Capital may have commercial arrangements with third-party entities in connection with its distribution, referral or facilitation activities.

Where applicable, PHD Capital may receive:

• commission;
• referral fees;
• distribution remuneration;
• transaction-linked fees;
• service fees;
• incentives; or
• other commercial consideration.

The nature of such remuneration shall be disclosed in accordance with the regulatory framework applicable to the relevant service.

Such remuneration shall not be represented as evidence that a particular product is safe, suitable, superior or guaranteed.

14. CONFLICTS ARISING FROM THIRD-PARTY RELATIONSHIPS

PHD Capital may maintain commercial relationships with:

• AMCs;
• banks;
• NBFCs;
• bond platforms;
• OBPPs;
• issuers;
• brokers;
• exchanges;
• technology providers;
• financial institutions; and
• other regulated or unregulated service providers, as applicable.

PHD Capital shall take reasonable steps to ensure that its commercial relationship with a third party does not result in misleading representations to customers.

Where PHD Capital acts only as a referral or distribution partner, it shall clearly disclose its role and distinguish its own services from those provided by the third-party entity.

15. CONFLICTS ARISING FROM AI AND TECHNOLOGY

Where Artificial Intelligence ("AI"), automated tools, algorithms or technology-assisted systems are used in research, customer interaction, product discovery, lead generation or other business processes, PHD Capital shall take reasonable measures to identify and manage conflicts that may arise from:

• commercial incentives embedded in technology;
• preferential ranking of products;
• sponsored or paid placement;
• algorithmic bias;
• inaccurate or incomplete information;
• automated recommendations that may favour commercially beneficial products; or
• technology providers having commercial relationships with product manufacturers.

Where applicable, PHD Capital shall disclose the nature and extent of AI use in accordance with the regulatory framework governing the relevant activity.

Technology shall not be used to conceal material conflicts or create a misleading impression of independence.

16. RESPONSIBILITY OF THE COMPLIANCE OFFICER

The Compliance Officer shall be responsible for overseeing the implementation of this Policy, including, as applicable:

• maintaining the conflict-of-interest framework;
• identifying material conflicts;
• reviewing conflict disclosures;
• monitoring compliance;
• maintaining conflict registers;
• reviewing employee disclosures;
• recommending mitigation measures;
• conducting periodic reviews; and
• escalating material or unresolved conflicts to senior management or the Board, where appropriate.

The Compliance Officer may seek additional information from employees, departments or third-party service providers where required to assess a potential conflict.

17. CONFLICT OF INTEREST REGISTER

PHD Capital may maintain a Conflict of Interest Register containing, as appropriate:

• the nature of the conflict;
• the persons or activities affected;
• the date on which the conflict was identified;
• the potential impact;
• mitigation measures adopted;
• disclosures made;
• approvals obtained; and
• the date of review or closure.

Records shall be maintained in accordance with applicable regulatory and legal record-retention requirements.

18. REPORTING OF CONFLICTS

Any employee, director, officer or associated person who becomes aware of an actual, potential or perceived material conflict shall promptly report the matter to the Compliance Officer.

Failure to disclose a material conflict may constitute a violation of internal policy and may result in appropriate disciplinary or corrective action.

Clients or customers who believe that a material conflict has not been appropriately disclosed or managed may raise the matter through PHD Capital's Grievance Redressal Mechanism.

19. CLIENT DISCLOSURE AND CONSENT

Where a conflict is material and disclosure is required, PHD Capital shall provide appropriate disclosure to the affected client or customer.

Where applicable, the client may be required to acknowledge the disclosure or provide consent before the relevant service is provided.

However, client consent shall not be used to legitimize conduct that is otherwise prohibited under applicable law or regulation.

20. PROHIBITED CONDUCT

PHD Capital and its personnel shall not:

• knowingly make false or misleading representations to conceal a conflict;
• misrepresent commission or referral arrangements;
• guarantee investment returns merely to generate business;
• manipulate research or product information for commercial benefit;
• misuse confidential or material non-public information;
• improperly favour one client over another;
• use customer information for unauthorized commercial purposes;
• present referral services as independent investment advice;
• represent a third-party regulated entity's license or registration as PHD Capital's own registration; or
• engage in any activity prohibited under applicable law or regulatory requirements.

21. REVIEW OF CONFLICTS

Conflicts shall be reviewed periodically and whenever there is:

• a change in the business model;
• introduction of a new financial product or service;
• change in regulatory status;
• change in remuneration arrangements;
• appointment of a new third-party service provider;
• material change in organizational structure; or
• any other circumstance that may give rise to a new material conflict.

The Policy shall be updated where necessary to reflect changes in applicable laws, regulations, regulatory directions and business activities.

22. IMPORTANT PRINCIPLE

PHD Capital recognizes that the existence of a commercial relationship does not, by itself, constitute an impermissible conflict. However, such relationship shall be appropriately identified, managed and disclosed where required.

The fundamental principle of this Policy is that PHD Capital shall not allow its own commercial interests, remuneration arrangements, referral relationships or relationships with third-party service providers to improperly override the interests of its clients or customers or to result in misleading, unfair or deceptive conduct.

Where PHD Capital acts solely as a referral partner, distributor or facilitator, the commercial relationship and role of PHD Capital shall be transparently disclosed, and the customer shall be able to distinguish between PHD Capital's role and the role of the actual product provider, issuer, lender, platform or regulated intermediary.

23. REGULATORY OVERRIDE

This Policy shall be read together with the specific laws, regulations, circulars, master circulars, codes of conduct and regulatory requirements applicable to each service provided by PHD Capital.

Where a service is subject to a specific regulatory framework, the requirements of such framework shall prevail over any general provision contained in this Policy to the extent of any inconsistency.

Nothing contained in this Policy shall be construed as creating a regulatory obligation beyond those applicable to PHD Capital's actual activities or regulatory status.

24. POLICY REVIEW AND AMENDMENT

PHD Capital reserves the right to review, modify, amend or update this Policy from time to time to reflect:

• changes in applicable laws and regulations;
• regulatory directions;
• changes in PHD Capital's business activities;
• introduction of new products or services;
• changes in commercial or remuneration arrangements; or
• changes in industry practices.

Any revised version shall be made available through the appropriate internal or customer-facing channels, as applicable.

In the event of any conflict between this Policy and any applicable statute, regulation, circular, notification or direction issued by a competent regulatory authority, the applicable legal or regulatory requirement shall prevail.

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PHD CAPITAL PRIVATE LIMITED

Anti-Money Laundering Policy

Table of Contents

1. Overview

1. Objective

1. Need for such Policies

1. Principal Officer & Designated Director

1. Know Your Customer Policy

1. Client Due Diligence

1. Client’s Acceptance Policy

1. Risk-based approach & Risk Assessment

1. Client Identification Procedure

1. Record Keeping and Retention of Records

1. Monitoring of Transactions

1. List of Designated Individuals or Entities

1. Reporting to Financial Intelligence Unit-India

1. Employees Hiring & Training

1. Investors Education

OVERVIEW

The Prevention of Money Laundering Act, 2002 (“PMLA”) was brought into force with effect from 1^st July, 2005. Necessary Notifications / Rules under the said Act were published in the Gazette of India on July 01, 2005 by the Department of Revenue, Ministry of Finance, Government of India.

Hence, this Know Your Customer (KYC) and Anti-Money Laundering (AML) Policy (the Policy) has been prepared in accordance with the PMLA.

As per the provisions of the PMLA, every banking company, financial institution (which includes chit fund company, a co-operative bank, a housing finance institution and a non-banking financial company) and intermediary (includes a stock-broker, sub-broker, share transfer agent, banker to an issue, trustee to a trust deed, registrar to an issue, asset management company, depository participant, merchant banker, underwriter, portfolio manager, investment adviser and any other intermediary associated with the securities market and registered under Section 12 of the Securities and Exchange Board of India Act, 1992 (SEBI Act) shall have to adhere to client account opening procedures and maintain records of such transactions as prescribed by the PMLA and rules notified there.

Such transactions include:

1. All cash transactions of the value of more than Rs. 10 lakh or its equivalent in foreign currency.

1. All series of cash transactions integrally connected to each other which have been valued below Rs. 10 lakh or its equivalent in foreign currency where such series of transactions have taken place within a month and the monthly aggregate exceeds an amount of ten lakh rupees or its equivalent in foreign currency

1. All suspicious transactions whether or not made in cash and including, inter-alia, credits or debits into from any non-monetary account such as Demat account, security account maintained by the registered intermediary.

For the purpose of suspicious transactions reporting, apart from ‘transactions integrally connected’, ‘transactions remotely connected or related’ shall also be considered.

OBJECTIVE

The objective of AML Policy is to:

1. Prevent the Organisation from being used, intentionally or unintentionally, by criminal elements for money laundering activities.

1. To enable to know/understand the customers/clients and their financial dealings better which in turn help in managing their risks prudently.

1. To verify the identity, suitability, and risks involved with maintaining a business relationship with the clients.

1. To adopt and implement AML and Combating of Financing of Terrorism (CFT) standards in its day-to-day practice.

1. To have a proper Customer Due Diligence (CDD) process before registering clients.

1. To monitor and report suspicious transactions.

1. To maintain records of all transactions as required under the Regulations/Guidelines

NEED FOR SUCH POLICIES

Global measures taken to combat drug trafficking, terrorism and other organized and serious crimes have all emphasized the need to establish internal procedures that effectively serve to prevent and impede money laundering and terrorist financing.

To be in compliance with these obligations, our senior management is fully committed for establishing appropriate policies and procedures for the prevention of ML and TF and ensuring their effectiveness and compliance with all relevant legal and regulatory requirements.

The Principal Officer has the ultimate responsibility for adoption and implementation of this Policy. PHD Capital Private Limited endeavours to ensure compliance and adoption of KYC/AML regulations by all its directors, employees, and agents, by means of this policy.

PRINCIPAL OFFICER & DESIGNATED DIRECTOR

The Firm has designated the Principal Officer who shall be responsible for implementation and compliance of this policy and shall include the following:

• Compliance of the provisions of the PMLA and AML Guidelines
• Monitoring the implementation of Anti Money Laundering (AML) and Combating Financing of Terrorism (CFT) Policy
• Reporting of Transactions and sharing of information as required under the law
• Ensuring submission of periodical reports to Top Management. The report shall mention if any suspicious transactions are being looked into by the respective business groups and if any reporting is to be made to the authorities.

Details of Principal Officer

Name: Mr. Pritam Sardar

Designation: Principal Officer

Contact No.: +91 032-1629-7101

Mail Id: principalofficer@phdcapital.in

Details of Designated Director

Name: Mr. Pradip Halder

Designation: Designated Director

Contact No.: +91 032-1629-7100

Mail Id: ceo@phdcapital.in

The duty of Designated Director will be to ensure compliance with the obligations under the

Act and Rules. The Designated Director shall also oversee the compliance position of AML

norms and perform various functions as required under this Policy.

KNOW YOUR CUSTOMER POLICY

Know Your Client or KYC, as popularly known across the industry, is the process of identifying a client before signing him/her as an investor under a specific fund. KYC norms mandate Financial Institutions and Financial Intermediaries to obtain and verify personal and contact information of their clients in accordance with the laid down norms. Regardless of the amount invested, KYC is mandatory for all applications.

KYC Registration is a one-time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (eg. Broker, DP, Mutual Fund, Investment Adviser etc.), you need not undergo the same process again when you approach another intermediary.

PHD Capital Private Limited reserves a right to suspend or discontinue the service in case client fails to provide KYC information such as Permanent Account Number (PAN), AADHAR, Passport, etc. which is mandatory by virtue of provisions of SEBI Regulations. Further, the firm will not be held responsible for any discontinuance of service for those clients who have not submitted the KYC information as required to the firm.

The Organisation has an ongoing employee training programme so that the members of the staff are adequately trained in KYC procedures. It is crucial that all those concerned fully understand the rationale behind the KYC policies and implement it consistently.

CLIENT DUE DILIGENCE (CDD)

The Client Due Diligence (CDD) measures comprise the following:

1. Obtaining sufficient information in order to identify persons who beneficially own or control the securities account. Whenever it is apparent that the securities acquired or maintained through an account are beneficially owned by a party other than the client, that party shall be identified using client identification and verification procedures. The beneficial owner is the natural person or persons who ultimately own, control or influence a client and/or persons on whose behalf a transaction is being conducted. It also incorporates those persons who exercise ultimate effective control over a legal person or arrangement

1. Verify the client’s identity using reliable, independent source documents, data or information

1. Identify beneficial ownership and control, i.e. determine which individual(s) ultimately own(s) or control(s) the client and/or the person on whose behalf a transaction is being conducted

1. Not to accept clients with identity matching with a person known to have criminal Background.

1. Understand the ownership and control structure of the client.

1. Conduct ongoing due diligence and scrutiny, i.e. performing ongoing scrutiny of the transactions and account throughout the course of the business relationship.

1. Updating periodically all documents, data or information of all clients and beneficial owners collected under the CDD process.

Reliance on Third Party for Carrying Out Client Due Diligence

Reliance may be placed on a third party for the purpose of:

1. identification and verification of the identity of a client and

1. determination of whether the client is acting on behalf of a beneficial owner, identification of the beneficial owner and verification of the identity of the beneficial owner.

Such third party shall be regulated, supervised or monitored for, and have measures in place for compliance with CDD and record-keeping requirements in line with the obligations under the PMLA.

CLIENT’S ACCEPTANCE POLICY

PHD Capital Private Limited has further developed customer acceptance policies and procedures that aim to identify the types of customers that are likely to pose a higher than the average risk of money laundering or terrorist financing. By establishing such policies and procedures, we are in a better position to apply customer due diligence on a risk sensitive basis depending on the type of customer business relationship or transaction.

In a nutshell, the following safeguards shall be followed while accepting the clients:

• No account shall be opened in a fictitious / Benami name or on an anonymous basis.

• Factors of risk perception of the client shall be clearly defined having regard to clients’ location, nature of business activity, trading turnover etc. and manner of making payment for transactions undertaken. These parameters will enable to classify the clients into low, medium and high risk. Clients of special category may, if necessary, be classified even higher. Such clients require higher degree of due diligence and regular update of KYC profile.

• Documentation requirement and other information shall be collected in respect of different classes of clients depending on perceived risk and having regard to the requirement to the Prevention of Money Laundering Act 2002, guidelines issued by RBI and SEBI from time to time.

• Operational Due Diligence process will be revisited when there is suspicions of money laundering or financing of terrorism.

RISK – BASED APPROACH

It is generally recognized that certain clients may be of a higher or lower risk category depending on the circumstances such as the client’s background, type of business relationship or transaction etc. As such, each of the client due diligence measures on a risk sensitive basis shall be applied. The basic principle preserved in this approach is that an enhanced client due diligence process shall be adopted for higher risk categories of clients. Conversely, a simplified client due diligence process may be adopted for lower risk categories of clients.

RISK ASSESSMENT

Risk assessment to be carried out to identify, assess and take effective measures to mitigate money laundering and terrorist financing risk with respect to clients, countries or geographical areas, nature and volume of transactions, payment methods used by clients, etc. The risk assessment shall also take into account any country specific information that is circulated by the Government of India and SEBI from time to time, as well as, the updated list of individuals and entities who are subjected to sanction measures as required under the various United Nations' Security Council Resolutions. These shall be accessed by the organisation at the URL:

https://www.un.org/securitycouncil/content/un-sc-consolidated-list (opens in a new tab)

The risk assessment carried out shall also consider all the relevant risk factors before determining the level of overall risk and the appropriate level and type of mitigation to be applied. The assessment shall be documented, updated regularly and made available to competent authorities and self-regulating bodies, as and when required by them.

CLIENT IDENTIFICATION PROCEDURE

The client identification procedure is carried out at different stages i.e. while establishing the relationship with client, while carrying out transactions for the client or when the Firm has doubts regarding the veracity or the adequacy of previously obtained client identification data.

The firm shall be in compliance with the following requirements while putting in place a Client Identification Procedure (CIP):

1. The firm shall proactively put in place appropriate risk management systems to determine whether the client or potential client or the beneficial owner of such client is a politically exposed person (PEPs) or not. Such procedures include seeking relevant information from the client, referring to publicly available information or accessing the commercial electronic databases of PEPs.

1. Senior management approval shall be obtained for establishing business relationships with PEPs and where a client has been accepted and the client or beneficial owner is subsequently found to be, or subsequently becomes a PEP, then also senior management approval shall be obtained to continue the business relationship.

1. Reasonable measures shall be kept in place to verify the sources of funds as well as the wealth of clients and beneficial owners identified as PEP.

1. The client shall be identified by using reliable sources including documents / information and adequate information is obtained to satisfactorily establish the identity of each new client and the purpose of the intended nature of the relationship.

1. Each original document shall be seen prior to acceptance of a copy.

1. Failure by prospective client to provide satisfactory evidence of identity shall be noted and reported to the higher authority within the firm.

1. The firm shall have in place a comprehensive Customer Identification Procedure which details the various documents that the firm can take as Identity, Address proof for various types of customers. This Customer Identification Procedure document shall be updated with approvals from Compliance, and Business groups, with subsequent ratification by the Partners.

1. The firm must also be able to satisfy the regulators that due diligence was observed based on the risk profile of the customer in compliance with the extant guidelines in place.

RECORD KEEPING & RETENTION OF RECORDS

The following steps shall be taken regarding maintenance, preservation and reporting of customer account information, with reference to provisions of PMLA and its Rules. Pritam Sardar principal officer of PHD Capital Private Limited will:

1. maintain all necessary records of transactions between the firm and the customer for at least five-years from the date of transaction. Necessary information in respect of transactions so as to permit reconstruction of individual transaction, shall also include the following:
2. the nature of the transactions;
3. the amount of the transaction and the currency in which it was denominated;
4. the date on which the transaction was conducted; and
5. the parties to the transaction.
6. preserve the records pertaining to the identification of the customers obtained while opening the account and during the course of business relationship, for at least five-years after the business relationship is ended;
7. maintain and preserve the records of documents evidencing the identity of its clients and beneficial owners (e.g. copies or records of official identification documents like passports, identity cards, driving licenses or similar documents) as well as account files and business correspondence for a period of five years after the business relationship between a client and intermediary has ended or the account has been closed, whichever is later;
8. make available the identification records and transaction data to the competent authorities upon request;
9. evolve a system for proper maintenance and preservation of account information in a manner that allows data to be retrieved easily and quickly whenever required or when requested by the competent authorities;
10. maintain records of the identity and address of its customer, and records in respect of transactions in hard or soft format. It shall be the responsibility of the Firm and its Principal Officer, officers and employees to observe the procedure and manner of maintaining information;
11. retain the records relating to on-going investigations or transactions which have been the subject of a suspicious transaction reporting, until it is confirmed that the case has been closed;
12. maintain and preserve the records of information related to transactions, whether attempted or executed, which are reported to the Director, FIU – IND, as required under Rules 7 and 8 of the PML Rules, for a period of five years from the date of the transaction between the client and the intermediary.

MONITORING OF TRANSACTIONS

Regular monitoring of transactions is an essential element of effective AML procedures. The firm can effectively control and reduce their risk only if they have an understanding of the normal and reasonable activity of the client so that they have the means of identifying transactions that fall outside the regular pattern of activity.

Special attention shall be paid to all complex unusually large transactions / patterns which appear to have no economic purpose. The firm has specified internal threshold limits of Rs. 25 lakhs for each class of client accounts and will pay special attention to transactions which exceeds these limits. The background including all documents/office records /memorandums/clarifications sought pertaining to such transactions and purpose thereof shall also be examined carefully and findings shall be recorded in writing. Further such findings, records and related documents shall be made available to auditors and also to SEBI/stock exchanges/FIUIND/ other relevant Authorities, during audit, inspection or as and when required. These records are required to be maintained and preserved for a period of five years from the date of transaction between the client and the Firm.

Further, the compliance department of the firm shall randomly examine a selection of transactions undertaken by clients to comment on their nature i.e. whether they are in the nature of suspicious transactions or not.

Further, appropriate steps shall be taken to enable suspicious transactions to be recognized and have appropriate procedures for reporting suspicious transactions.

A list of circumstances which may be in the nature of suspicious transactions includes:

1. Clients whose identity verification seems difficult or clients that appear not to cooperate

1. Asset management services for clients where the source of the funds is not clear or not in keeping with clients’ apparent standing /business activity;

1. Clients based in high-risk jurisdictions;

1. Substantial increases in business without apparent cause;

1. Clients transferring large sums of money to or from overseas locations with instructions for payment in cash;

1. Attempted transfer of investment proceeds to apparently unrelated third parties;

1. Unusual transactions by CSCs and businesses undertaken by offshore banks/financial services, businesses reported to be in the nature of export- import of small items.

Further, this list is only illustrative and whether a particular transaction is suspicious or not will depend upon the background, details of the transactions and other facts and circumstances.

Any suspicious transaction shall be immediately notified to the Principal Officer or any other designated officer within the firm. The notification may be done in the form of a detailed report with specific reference to the clients, transactions and the nature /reason of suspicion. However, it shall be ensured that there is continuity in dealing with the client as normal until told otherwise and the client shall not be told of the report/ suspicion. In exceptional circumstances, consent may not be given to continue to operate the account, and transactions may be suspended, in one or more jurisdictions concerned in the transaction, or other action taken. The Principal Officer and other appropriate compliance, risk management and related staff members shall have timely access to client identification data and CDD information, transaction records and other relevant information.

LIST OF DESIGNATED INDIVIDUALS OR ENTITIES

The firm shall ensure that it accesses an updated list of individuals and entities which are subject to various sanction measures such as freezing of assets/accounts, denial of financial services etc., as approved by the Security Council Committee established pursuant to various United Nations' Security Council Resolutions (UNSCRs) from its website at: https://www.un.org/securitycouncil/content/un-sc-consolidated-list (opens in a new tab)

Further, precaution shall be taken to ensure that no account is opened whose name shall be appearing in such list and periodic review of the existing account shall be conducted to ensure that no existing account are linked to any of the entity or individual included in the list.

Any resemblance found shall be reported to SEBI and FIU-IND

REPORTING TO FINANCIAL INTELLIGENCE UNIT-INDIA

As per the requirement of PMLA, and the Rules there under, the Firm is required to report following information relating to cash and suspicious transactions to the Director, Financial Intelligence Unit-India (FIU-IND):

1. All cash transactions of the value of more than rupees 10 lakh or its equivalent in foreign currency.
2. All series of cash transactions integrally connected to each other which have been individually valued below rupees ten lakhs or its equivalent in foreign currency where such series of transactions have taken place within a month and the monthly aggregate exceeds an amount of ten lakh rupees or its equivalent in foreign currency;
3. All transactions involving receipts by non - profit organisations of value more than rupees ten lakh, or its equivalent in foreign currency;
4. All cash transactions where forged or counterfeit currency notes or bank notes have been used as genuine or where any forgery of a valuable security or a document has taken place facilitating the transactions;
5. All suspicious transactions, whether or not made in cash, including attempted transactions.
6. All cross border wire transfers of the value of more than five lakh rupees or its equivalent in foreign currency where either the origin or destination of fund is in India;
7. All purchase and sale by any person of immovable property valued at fifty lakh rupees or more that is registered by the reporting entity.

The above-mentioned information shall be submitted to:

Financial Intelligence Unit-India,

Website: http://fiuindia.gov.in

Further, the Firm shall adhere to the following:

1. The Cash Transaction Report (CTR) (wherever applicable) for each month shall be submitted to FIU-IND by 15^th of the succeeding month.

1. The Suspicious Transaction Report (STR) shall be submitted within 7 days of arriving at a conclusion that any transaction, whether cash or non-cash, or a series of transactions integrally connected are of suspicious nature. The Principal Officer shall record his reasons for treating any transaction or a series of transactions as suspicious. It shall be ensured that there is no undue delay in arriving at such a conclusion.

1. The Non-Profit Organization Transaction Reports (NTRs) for each month shall be submitted to FIU-IND by 15^th of the succeeding month.

1. The Principal Officer will be responsible for timely submission of CTR, STR and NTR to FIU-IND;

1. Utmost confidentiality shall be maintained in filing of CTR, STR and NTR to FIU

1. No nil reporting needs to be made to FIU-IND in case there are no cash/suspicious/non – profit organization transactions to be reported.

The Principal Officer shall furnish all the reports mentioned above based on the information available with the firm. He shall retain a copy of such information for the purposes of official record. It shall be the responsibility of the firm and its Principal Officer, officers and employees to follow the manner and procedure of furnishing information as specified by FIU-IND/RBI. There shall be no tipping off to the customers at any point of time. Additionally, as per CFT norms, details of individuals/ entities that match UN Sanctions lists shall be immediately reported to FIU-IND and RBI.

EMPLOYEES HIRING & TRAINING

PHD Capital Private Limited will have adequate screening procedures in place to ensure high standards when hiring employees. The key position shall be identified having regard to the risk of money laundering and terrorist financing. PHD Capital Private Limited further ensures that the employees taking up such key positions are suitable and competent to perform their duties. Further, AML standards / CFT measures have been prescribed to ensure that criminals are not allowed to misuse firm’s infrastructure.

The HR Department is instructed to verify the identity, cross check all the references, family background and should take adequate safeguards to establish the authenticity and genuineness of the persons before recruiting.

The department should obtain the following documents:

1. Photographs
2. Proof of address
3. Identity proof
4. Proof of Educational Qualification
5. Proof of Bank Account Details

The firm shall have an ongoing employee training programme so that the members of the staff are adequately trained in KYC and AML procedures. Training requirements shall have specific focuses for frontline staff, back-office staff, compliance staff, risk management staff and staff dealing with new clients. It is crucial that all those concerned fully understand the rationale behind these directives, obligations and requirements, implement them consistently and are sensitive to the risks of their systems being misused by unscrupulous elements.

INVESTORS EDUCATION

As the implementation of AML/CFT measures being sensitive subject and requires us to demand and collect certain information from investors which may be of personal in nature or has hitherto never been called for, which information include documents evidencing source of funds/income tax returns/bank records etc. and can sometimes lead to raising of questions by the client with regard to the motive and purpose of collecting such information. There is, therefore, a need for us to sensitize the clients about these requirements, as the ones emanating from AML and CFT framework. We shall circulate the PMLA Circulars and other specific literature/pamphlets etc. so as to educate the client of the objectives of the AML/CFT program. The same shall also be emphasized on, in the Investor Awareness Programs conducted by us at frequent intervals of time.

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ADVERTISEMENT AND COMMUNICATION POLICY

1. PURPOSE AND SCOPE

PHD Capital Private Limited ("PHD Capital", "Company", "we", "us" or "our") operates a multi-service financial platform through which users may access or be referred to various financial products and services, including, as applicable, Research Analyst services, Mutual Fund distribution, bonds and debt securities, Loans Against Mutual Funds, Loans Against Fixed Deposits and other financial products or services.

This Advertisement and Communication Policy ("Policy") establishes the principles and internal standards governing all advertisements, promotional materials, marketing communications, educational content, digital communications and public communications issued by or on behalf of PHD Capital.

This Policy applies to communications made through, including but not limited to:

• Website and mobile application;
• Social media platforms;
• Email and SMS;
• WhatsApp, Telegram and other messaging platforms;
• Digital advertisements and online campaigns;
• Search engine advertisements;
• Brochures, presentations and promotional materials;
• Videos, webinars and audio-visual content;
• Print advertisements;
• Customer communications and marketing campaigns; and
• Any other medium used to communicate with existing or prospective customers or investors.

The objective of this Policy is to ensure that communications issued by PHD Capital are fair, clear, accurate, transparent, balanced, non-misleading and appropriate to the particular product or service being communicated, while complying with the regulatory requirements applicable to such product or service.

2. REGULATORY APPROACH

PHD Capital recognizes that different financial products and services may be governed by different regulators, statutory frameworks, industry bodies and codes of conduct.

Accordingly, no single regulatory framework shall automatically be applied to all communications of the Company. The regulatory requirements applicable to an advertisement or communication shall be determined based on:

1. The nature of the product or service;
2. The activity actually undertaken by PHD Capital;
3. Whether PHD Capital is acting as a regulated entity, distributor, referral partner, intermediary or facilitator;
4. The regulatory status of the actual product/service provider; and
5. The medium through which the communication is issued.

Where more than one regulatory requirement applies to a particular communication, the communication shall be reviewed to ensure compliance with all applicable requirements.

3. GENERAL PRINCIPLES FOR ALL ADVERTISEMENTS AND COMMUNICATIONS

All advertisements and communications issued by or on behalf of PHD Capital shall, to the extent applicable:

3.1 Be Fair and Accurate

All information shall be factually accurate and shall not contain false, misleading, exaggerated or unsubstantiated claims.

3.2 Be Clear and Understandable

Communications shall be presented in clear and understandable language and shall not deliberately use complex wording to conceal material information.

3.3 Avoid Misleading Representations

PHD Capital shall not make statements that may create an incorrect impression regarding:

• Returns;
• Safety of investment;
• Risk;
• Regulatory status;
• Product suitability;
• Performance;
• Liquidity;
• Guarantees;
• Fees or charges; or
• The Company's role in providing a product or service.

3.4 No Guaranteed Returns

Unless a return is contractually guaranteed by the relevant product provider and such representation is legally permissible, PHD Capital shall not represent or imply that an investment or financial product will generate:

• Guaranteed returns;
• Assured profits;
• Risk-free returns;
• Guaranteed capital appreciation; or
• Guaranteed repayment.

Words such as "guaranteed", "assured", "risk-free", "100% safe", "fixed profit" or similar expressions shall not be used in a misleading manner.

3.5 Balanced Presentation

Where benefits or potential returns of a financial product are highlighted, material risks and limitations shall also be presented appropriately and prominently, wherever required.

3.6 No Selective or Misleading Performance Claims

Historical performance, past returns, ratings, indicative yields or projected returns shall not be presented in a manner that creates an impression of guaranteed future performance.

Performance information shall not be selectively presented to mislead users.

4. DISCLOSURE OF PHD CAPITAL'S ROLE

PHD Capital shall clearly identify its role in relation to the relevant product or service.

Depending upon the particular service, PHD Capital may act as:

• A regulated service provider;
• A Research Analyst;
• A Mutual Fund Distributor;
• A referral partner;
• An intermediary;
• A facilitator; or
• A technology/platform service provider.

PHD Capital shall not represent itself as being registered, licensed, authorized or regulated for an activity unless it actually holds the relevant registration, license or authorization.

Where PHD Capital merely refers or redirects a customer to a third-party provider, communications shall not create the impression that PHD Capital itself provides or guarantees the third-party product or service.

5. SERVICE-SPECIFIC ADVERTISING AND COMMUNICATION REQUIREMENTS

5.1 RESEARCH ANALYST SERVICES

Where PHD Capital communicates or advertises Research Analyst services, the communication shall comply with the applicable requirements governing SEBI-registered Research Analysts and the relevant recognized supervisory or regulatory framework.

Such communications shall, as applicable:

• Clearly identify the Research Analyst and relevant registration details;
• Not contain misleading claims regarding performance or returns;
• Not guarantee profits or returns;
• Not make false or unsubstantiated claims regarding accuracy or success rates;
• Include applicable disclosures and disclaimers;
• Ensure that performance-related information is presented in accordance with applicable regulatory requirements; and
• Comply with applicable requirements relating to advertisements, social media and digital communications.

Where a communication relates specifically to Research Analyst services, the applicable RA-specific regulatory framework shall prevail over general marketing practices.

5.2 MUTUAL FUND DISTRIBUTION SERVICES

Communications relating to Mutual Funds shall comply with applicable SEBI requirements and the AMFI Code of Conduct and other applicable requirements governing Mutual Fund Distributors, as applicable.

PHD Capital shall ensure that:

• Mutual Fund investments are not represented as guaranteed or risk-free;
• Applicable risk disclosures are appropriately displayed;
• Past performance is not presented as a guarantee of future returns;
• Communications do not contain misleading or exaggerated claims;
• The role of PHD Capital as a Mutual Fund Distributor is clearly disclosed where applicable;
• Applicable ARN and other regulatory disclosures are provided where required; and
• Any commission or remuneration disclosure required under the applicable framework is appropriately made.

Where the communication relates to a specific Mutual Fund scheme, the applicable scheme-related disclosures and regulatory requirements shall also be considered.

5.3 BONDS AND DEBT SECURITIES

Communications relating to bonds and debt securities shall comply with applicable securities-market requirements.

Where PHD Capital acts only as a referral partner or facilitator, the communication shall clearly disclose such role and shall not represent PHD Capital as the issuer, guarantor, OBPP or transaction provider unless it actually holds such status.

Where applicable, communications shall include appropriate risk disclosures relating to:

• Credit risk;
• Default risk;
• Interest-rate risk;
• Liquidity risk;
• Market risk; and
• Delay or default in payment.

Where a prescribed regulatory risk warning is applicable, the prescribed wording shall be used in the manner required by the relevant regulatory framework.

PHD Capital shall not represent any bond or debt security as risk-free or guarantee repayment of principal or interest unless such representation is legally valid and factually accurate.

5.4 LOANS AGAINST MUTUAL FUNDS

Where PHD Capital refers or facilitates access to Loans Against Mutual Funds provided by a third-party lender, all communications shall clearly distinguish PHD Capital's role from that of the actual lender.

PHD Capital shall not represent that it itself sanctions, approves, disburses or guarantees the loan unless it is the actual lender or is otherwise authorized to perform such activity.

Communications shall not guarantee:

• Loan approval;
• Interest rates;
• Loan amounts;
• Disbursement;
• Eligibility; or
• Any specific lending outcome,

unless such statement is expressly supported by the actual lender's approved terms and is permissible under applicable law.

All loan-specific terms shall remain subject to the eligibility criteria, underwriting process, terms and conditions of the actual lender.

5.5 LOANS AGAINST FIXED DEPOSITS

Where PHD Capital acts as a referral partner for Loans Against Fixed Deposits, communications shall clearly state that the loan is provided by the concerned bank or lending institution.

PHD Capital shall not:

• Guarantee loan approval;
• Guarantee interest rates;
• Misrepresent eligibility;
• Represent itself as the lender; or
• Make representations inconsistent with the terms offered by the actual lender.

All loan terms shall be determined by the concerned lender in accordance with its applicable policies and regulatory requirements.

6. REFERRAL AND THIRD-PARTY PRODUCT COMMUNICATIONS

Where PHD Capital receives or may receive referral fees, commission or other commercial consideration for introducing customers to a third-party service provider, such relationship shall be disclosed where required or appropriate.

Communications shall not create the impression that PHD Capital's referral relationship constitutes an endorsement, guarantee or assurance regarding:

• Product performance;
• Returns;
• Creditworthiness;
• Loan approval;
• Safety;
• Suitability; or
• Future outcomes.

PHD Capital shall not make claims about third-party products that it cannot reasonably substantiate.

7. RISK DISCLOSURES

Where a financial product involves investment or financial risk, the relevant risk disclosures shall be presented in a clear and appropriate manner.

Risk disclosures shall not be:

• Hidden;
• Presented in an illegibly small font;
• Contradicted by the main promotional message; or
• Placed in a manner that materially reduces their visibility.

Where a prescribed statutory or regulatory warning is applicable, the prescribed warning shall be used in accordance with the relevant regulatory requirements.

8. SOCIAL MEDIA AND DIGITAL COMMUNICATIONS

This Policy applies equally to communications made through:

• Instagram;
• Facebook;
• LinkedIn;
• YouTube;
• X or other social media;
• WhatsApp;
• Telegram;
• Email;
• SMS;
• Push notifications; and
• Other digital communication channels.

The Company shall ensure that regulatory requirements are not circumvented merely because the communication is made through a digital or social media platform.

Employees, representatives, agents and authorized persons communicating on behalf of PHD Capital shall not publish unauthorized or misleading financial promotions.

Where applicable, social media content shall contain the required regulatory disclosures and disclaimers.

9. TESTIMONIALS, REVIEWS AND CUSTOMER FEEDBACK

PHD Capital shall ensure that any testimonials, reviews, ratings, success stories, screenshots or customer statements used in its communications are not misleading, deceptive or presented in a manner that creates an inaccurate impression regarding returns, performance or expected outcomes.

PHD Capital shall not have any direct or indirect association with any person who:

• provides investment advice or recommendations in relation to securities, unless such person is registered with or otherwise permitted by SEBI; or
• makes any claim, express or implied, regarding returns or performance in relation to securities or investment services, unless such person is permitted by SEBI to make such claims.

Any testimonial, review or customer feedback used by PHD Capital shall comply with applicable regulatory requirements and shall not be used to imply or guarantee any particular return or performance.

10. USE OF PERFORMANCE DATA

PHD Capital shall not, in any advertisement, public communication, website, social media, promotional material or other publicly available communication, refer to past performance, historical returns, success rates or risk-return metrics in relation to Research Analyst services, unless such risk-return metrics have been duly verified by the Past Risk and Return Verification Agency (PaRRVA) in accordance with applicable regulatory requirements.

Pending full implementation of the applicable PaRRVA framework, any disclosure of past performance or risk-return metrics shall be made only upon a specific request from a client/prospective client, on a one-to-one basis, subject to the applicable regulatory conditions. Such information shall be certified by a member of ICAI or ICMAI, as applicable, and accompanied by the prescribed regulatory disclaimer.

Such information shall not be disseminated through public media, the website, social media, advertisements or any other public communication channel during the applicable interim arrangement.

Any permitted performance information shall be presented accurately, without selective or misleading presentation, and shall not be represented as indicative of or guaranteeing future performance or returns. PHD Capital shall maintain appropriate supporting records for any performance information disclosed in accordance with applicable regulatory requirements.

11. USE OF THIRD-PARTY CONTENT

PHD Capital shall ensure that content obtained from third parties, including:

• Issuers;
• AMCs;
• Banks;
• NBFCs;
• OBPPs;
• Exchanges;
• Research providers; or
• Other service providers,

is used only in accordance with applicable permissions, licenses, contractual terms and regulatory requirements.

Third-party information shall not be altered in a manner that makes it misleading or inaccurate.

12. APPROVAL AND INTERNAL REVIEW PROCESS

Before publication, advertisements and material promotional communications shall, where appropriate, undergo an internal review to verify:

1. Accuracy of factual information;
2. Correct regulatory status and registration details;
3. Applicability of required disclaimers;
4. Applicability of risk disclosures;
5. Accuracy of product information;
6. Disclosure of referral or commercial relationships;
7. Compliance with the applicable regulatory framework; and
8. Consistency with this Policy.

Communications relating to regulated activities shall be reviewed by the designated compliance function or responsible officer before publication, wherever required.

13. RECORD KEEPING

PHD Capital shall maintain appropriate records of material advertisements and communications issued by or on behalf of the Company, including, where applicable:

• Final published version;
• Date of publication;
• Medium of publication;
• Relevant approval;
• Supporting documents for material claims;
• Applicable disclaimers; and
• Relevant regulatory review.

Records shall be maintained for the period required under applicable laws, regulations and internal policies.

14. PROHIBITED COMMUNICATIONS

PHD Capital shall not knowingly publish or distribute communications that:

• Are false or materially misleading;
• Guarantee investment returns without legal and factual basis;
• Conceal material risks;
• Misrepresent regulatory registration;
• Misrepresent the Company's role;
• Make unsupported performance claims;
• Misrepresent third-party products;
• Use fabricated or manipulated testimonials;
• Conceal material commercial relationships where disclosure is required;
• Encourage customers to disregard applicable risk disclosures; or
• Otherwise violate applicable law or regulatory requirements.

15. RESPONSIBILITY FOR COMPLIANCE

The management and designated compliance personnel of PHD Capital shall be responsible for overseeing compliance with this Policy.

All employees, representatives, agents and persons authorized to communicate on behalf of PHD Capital shall be required to comply with this Policy.

Any employee or representative who becomes aware of a potentially misleading, inaccurate or non-compliant communication shall promptly report the matter to the designated compliance officer or responsible authority.

16. REGULATORY HIERARCHY

Where a communication relates to a specific regulated activity, the regulatory requirements applicable to that activity shall be followed.

In case of any conflict between this Policy and any applicable:

• Act;
• Regulation;
• Circular;
• Notification;
• Regulatory direction;
• Applicable code of conduct; or
• Requirement of a competent regulatory authority,

the applicable law or regulatory requirement shall prevail.

The Company shall periodically review this Policy and update it as necessary to reflect changes in applicable regulatory requirements and the nature of services offered through the Platform.

17. FINAL DISCLAIMER

PHD Capital operates a multi-service financial platform and may provide different services under different regulatory frameworks. Accordingly, the advertising and communication requirements applicable to one service may differ from those applicable to another.

All advertisements and communications shall therefore be reviewed and issued with reference to the specific product, service, regulatory status and role of PHD Capital involved in such communication.

Nothing in this Policy shall be construed as permitting PHD Capital to undertake any regulated activity without obtaining the registration, license or authorization required under applicable law.

PHD Capital is committed to ensuring that all communications issued by or on behalf of the Company are fair, transparent, accurate, appropriately disclosed and compliant with the regulatory framework applicable to the relevant product or service.

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At PHD Capital Private Limited, we prioritize transparency, compliance, and client trust in all our operations. To adhere to the guidelines set forth by the Securities and Exchange Board of India (SEBI) and other regulatory bodies and eliminate potential conflicts of interest, we have implemented a clear segregation of our departments and their respective financial operations. Below, we outline our departmental structure, functions, and associated bank accounts for complete transparency.

Research and Analysis & Model Portfolios

Function: As a SEBI-registered research analyst, we provide our clients with research and analysis.This ensures unbiased, value-driven insights without financial conflict.

In-Charge: Pritam Sardar (Director & Research Head), DIN: 10464248

Research Analyst: PRADIP HALDER (Director), DIN: 08786591

Bank Account Details: All research-related subscriptions received are managed through the following account:

Bank Name: Bank of India

Account Name: PHD Capital Private Limited

Account Number: xxxxxxxxxxx0242

IFSC Code: BKlD0004143

Conflict of Interest Mitigation

Strict Financial Separation: Each department operates independently with designated bank accounts to ensure financial transparency and compliance with SEBI regulations. This separation prevents the misuse of funds and potential conflicts of interest between our services.

Independent Operations: We do not receive any commission, remuneration, or compensation for the recommendations or information we publish. There is no conflict of interest in our research reports, analysis, or posts.

Regulatory Adherence: As a SEBI-registered Research Analyst, we strictly follow the prescribed guidelines to uphold ethical practices and safeguard client interests.

Transparency in Client Interaction: All financial dealings and departmental activities are disclosed to clients to maintain trust and accountability. Our clients can rest assured that their investments, fees, and transactions are handled with the highest level of integrity.

Contact Us

For any queries or clarifications regarding our operations, please reach out to us at:

Email: researchdesk@phdcapital.in
Phone: +91-7074751778

Mutual Fund and Portfolio Management Services (PMS) Distribution

Function: As AMFI-registered Mutual Fund Distributors and APMI-registered PMS Distributors, we facilitate the distribution of mutual funds and PMS products.

In-Charge: Sabarika Debroy, DIN: 08786592

Bank Account Details: All distribution-related commissions received are managed through the following account:

Bank Name: Bandhan Bank

Name: PHD Capital Private Limited

Number: xxxxxxxxxx4707

IFSC Code: BDBL0001649

*Clients who are already registered with our distribution services cannot be onboarded for our research services (including Model Portfolios). We strictly adhere to SEBI guidelines by maintaining clear segregation between client levels at all times. This separation is upheld with full transparency and trust, ensuring compliance and ethical standards.

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• Do not share anyone trading credentials – login id & passwords including OTP’s.
• Avoid trading in leveraged products like options without proper understanding, which could lead to losses.
• Writing/ selling options or trading in option strategies based on tips, without basic knowledge & understanding of the product and its risks.
• Do not deal in unsolicited tips through Whatsapp, Telegram, YouTube, Facebook, SMS, calls, etc.
• Avoid trading in “Options” based on recommendations from unauthorised / unregistered investment Analyst/advisors and influencers.
• Investors are cautioned to abstain them from dealing in any schemes of unauthorised collective investments/portfolio management, indicative/ guaranteed/fixed returns / payments etc.
• Kindly note that relying on any such fraudulent communication received in any form or manner, which originates from any of the channels not belonging to PHD CAPITAL PVT LTD, shall be at your own risk and PHD CAPITAL PVT LTD, shall not be liable for the same.
• The Amount That You Are Paying To The Company, PHD CAPITAL PRIVATE LIMITED Is Purely The Fees for our Subscription Services And Not For Any Investment Or For Making Any Investment On Your Behalf In The Capital Market. Investment Is To Be Done By Your Side And In Your Demat Account Only.

In case of any queries, request you to kindly get in touch with Customer Service on +91 7074751778

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