As required under Regulation 22 of the Securities and Exchange Board of India (Portfolio Managers) Regulations, 2020

I. Declaration:

a) The Disclosure Document (hereinafter referred as the “Document”) has been filed with Securities and Exchange Board of India (“SEBI”) along with the certificate in the prescribed format in terms of Regulation 22 of the SEBI (Portfolio Managers) Regulations, 2020 (“Regulations”).

b) The purpose of the Document is to provide essential information about the portfolio services in a manner to assist and enable the investors in making informed decision for engaging “Himalaya Investment Advisors LLP” (hereinafter referred as the “Portfolio Manager”) as the portfolio manager.

c) The Document contains the necessary information about the Portfolio Manager required by an investor before investing, and the investor may also be advised to retain the Document for future reference.

d) The name, phone number, e-mail address of the principal officer as designated by the Portfolio Manager along with the address of the Portfolio Manager is as follows:

Principal Officer

Rahul Agrawal
Partner
Tel no. +91-7899754068
Email: rahul@everflowpartners.com

PORTFOLIO MANAGER

Himalaya Investment Advisors LLP

Correspondence Address / Place of Business:
3rd Floor, Indiqube Galleria, The Leela Palace,
Old Airport Road, Near Indiranagar,
Bangalore 560008

Registered Office:
R1102, Tower 7, Adarsh Palm Retreat
Near RMZ Ecoworld, Bellandur,
Bangalore 560103

The Disclosure Document is dated 30th January, 2026.

II. INDEX

PART I – Static Section

1. Disclaimer Clause

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

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

2. Definitions

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

1. “Act” means the Securities and Exchange Board of India Act, 1992.
2. “AccreditationAgency” means a subsidiary of a recognized stock exchange or a subsidiary of a depository or any other entity as may be specified by SEBI from time to time.
3. “Accredited Investor” means any person who is granted a certificate of accreditation by an accreditation agency who:
   1. in case of an individual, HUF, family trust or sole proprietorship has:
      • (a) annual income of at least two crore rupees; or
      • (b) net worth of at least seven crore fifty lakh rupees, out of which not less than three crores seventy-five lakh rupees is in the form of financial assets; or
      • (c) annual income of at least one crore rupees and minimum net worth of five crore rupees, out of which not less than two crore fifty lakh rupees is in the form of financial assets.
   2. in case of a body corporate, has net worth of at least fifty crore rupees;
   3. in case of a trust other than family trust, has net worth of at least fifty crore rupees;
   4. in case of a partnership firm set up under the Indian Partnership Act, 1932, each partner independently meets the eligibility criteria for accreditation:

   Provided that the Central Government and the State Governments, developmental agencies set up under the aegis of the Central Government or the State Governments, funds set up by the Central Government or the State Governments, qualified institutional buyers as defined under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, Category I foreign portfolio investors, sovereign wealth funds and multilateral agencies and any other entity as may be specified by the Board from time to time, shall deemed to be an accredited investor and may not be required to obtain a certificate of accreditation.

4. “Advisory Services” means advising on the portfolio approach, investment and divestment of individual Securities in the Client’s Portfolio, entirely at the Client’s risk, in terms of the Regulations and the Agreement.
5. “Agreement” or “Portfolio Management Services Agreement” or “PMS Agreement” means agreement executed between the Portfolio Manager and its Client for providing portfolio management services and shall include all schedules and annexures attached thereto and any amendments made to this agreement by the parties in writing, in terms of Regulation 22 and Schedule IV of the Regulations.
6. “Applicable Law/s” means any applicable statute, law, ordinance, regulation, rule, order, bye-law, administrative interpretation, writ, injunction, directive, judgment or decree or other instrument including the Regulations which has a force of law, as is in force from time to time.
7. “Assets Under Management” or “AUM” means aggregate net asset value of the Portfolio managed by the Portfolio Manager on behalf of the Clients.
8. “Associate” means (i) a body corporate in which a director or partner of the Portfolio Manager holds either individually or collectively, more than twenty percent of its paid-up equity share capital or partnership interest, as the case may be; or (ii) a body corporate which holds, either individually or collectively, more than twenty percent of the paid-up equity share capital or partnership interest, as the case may be of the Portfolio Manager.
9. “Benchmark” means an index selected by the Portfolio Manager in accordance with the Regulations, in respect of each Investment Approach to enable the Clients to evaluate the relative performance of the Portfolio Manager.
10. “Board” or “SEBI” means the Securities and Exchange Board of India established under section 3 of the Securities and Exchange Board of India Act, 1992.
11. “Business Day” means any day, which is not a Saturday, Sunday, or a day on which the banks or stock exchanges in India are authorized or required by Applicable Laws to remain closed or such other events as the Portfolio Manager may specify from time to time.

12. “Client(s)” / “Investor(s)” means any person who enters into an Agreement with the Portfolio Manager for availing the services of portfolio management as provided by the Portfolio Manager.
13. “Custodian(s)” means an entity registered with the SEBI as a custodian under the Applicable Laws and appointed by the Portfolio Manager, from time to time, primarily for custody of Securities of the Client.
14. “Depository” means the depository as defined in the Depositories Act, 1996 (22 of 1996).
15. “Depository Account” means an account of the Client or for the Client with an entity registered as a depository participant under the SEBI (Depositories and Participants) Regulations, 1996.
16. “Direct on-boarding” means an option provided to clients to be on-boarded directly with the Portfolio Manager without intermediation of persons engaged in distribution services.
17. “Disclosure Document” or “Document” means the disclosure document for offering portfolio management services prepared in accordance with the Regulations.
18. “Distributor” means a person/entity who may refer a Client to avail services of Portfolio Manager in lieu of commission/charges (whether known as channel partners, agents, referral interfaces or by any other name).
19. “Eligible Investors” means a Person who: (i) complies with the Applicable Laws, and (ii) is willing to execute necessary documentation as stipulated by the Portfolio Manager.
20. “Fair Market Value” means the price that the Security would ordinarily fetch on sale in the open market on the particular date.
21. “Foreign Portfolio Investors” or “FPI” means a person registered with SEBI as a foreign portfolio investor under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019 as amended from time to time.
22. “Financial Year” means the year starting from April 1 and ending on March 31 in the following year.
23. “Funds” or “Capital Contribution” means the monies managed by the Portfolio Manager on behalf of the Client pursuant to the Agreement and includes the monies mentioned in the account opening form, any further monies placed by the Client with the Portfolio Manager for being managed pursuant to the Agreement, the proceeds of sale or other realization of the portfolio and interest, dividend or other monies arising from the assets, so long as the same is managed by the Portfolio Manager.
24. “Group Company” shall mean an entity which is a holding, subsidiary, associate, subsidiary of a holding company to which it is also a subsidiary. I
25. “HUF” means the Hindu Undivided Family as defined in Section 2(31) of the IT Act.
26. “Investment Approach” is a broad outlay of the type of Securities and permissible instruments to be invested in by the Portfolio Manager for the Client, taking into account factors specific to Clients and Securities and includes any of the current Investment Approach or such Investment Approach that may be introduced at any time in future by the Portfolio Manager.
27. “IT Act” means the Income Tax Act, 1961, as amended and restated from time to time along with the rules prescribed thereunder.
28. “Large Value Accredited Investor” means an Accredited Investor who has entered into an Agreement with the Portfolio Manager for a minimum investment amount of ten crore rupees.
29. “Non-resident Investors” or “NRI(s)” shall mean non-resident Indian as defined in Section 2 (30) of the IT Act.
30. “NAV” shall mean Net Asset Value, which is the price; that the investment would ordinarily fetch on sale in the open market on the relevant date, less any receivables and fees due.

31. “NISM” means the National Institute of Securities Markets, established by the Board.
32. “Person” includes an individual, a HUF, a corporation, a partnership (whether limited or unlimited), a limited liability company, a body of individuals, an association, a proprietorship, a trust, an institutional investor and any other entity or organization whether incorporated or not, whether Indian or foreign, including a government or an agency or instrumentality thereof.
33. “Portfolio” means the total holdings of all investments, Securities and Funds belonging to the Client.
34. “Portfolio Manager” means Himalaya Investment Advisors LLP, a private limited company incorporated under the provisions of the Companies Act, 2013, registered with SEBI as a portfolio manager bearing INP200007672 and having its registered office at R1102, Tower 7, Adarsh Palm Retreat, Bellandur, Bangalore 560103 and correspondence address at 3rd Floor, Indiqube Galleria, The Leela Palace, Old Airport Road, Near Indiranagar, Bangalore 560008.
35. “Principal Officer” means an employee of the Portfolio Manager who has been designated as such by the Portfolio Manager and is responsible for:
    1. the decisions made by the Portfolio Manager for the management or administration of Portfolio of Securities or the Funds of the Client, as the case may be; and
    2. all other operations of the Portfolio Manager
36. “Regulations” or “SEBI Regulations” means the Securities and Exchange Board of India (Portfolio Managers) Regulations, 2020, as amended/modified and reinstated from time to time and including the circulars/notifications issued pursuant thereto.
37. “Related Party” means –
    1. a director, partner or his relative;
    2. a key managerial personnel or his relative;
    3. a firm, in which a director, partner, manager or his relative is a partner;
    4. a private company in which a director, partner or manager or his relative is a member or director;
    5. a public company in which a director, partner or manager is a director or holds along with his relatives, more than two per cent. of its paid-up share capital;
    6. any body corporate whose board of directors, managing director or manager is accustomed to act in accordance with the advice, directions or instructions of a director, partner or manager;
    7. any person on whose advice, directions or instructions a director, partner or manager is accustomed to act:

    Provided that nothing in sub-clauses (vi) and (vii) shall apply to the advice, directions or instructions given in a professional capacity;

    8. any body corporate which is— (A) a holding, subsidiary or an associate company of the Portfolio Manager; or (B) a subsidiary of a holding company to which the Portfolio Manager is also a subsidiary; (C) an investing company or the venturer of the Portfolio Manager― The investing company or the venturer of the Portfolio Manager means a body corporate whose investment in the Portfolio Manager would result in the Portfolio Manager becoming an associate of the body corporate;
    9. a related party as defined under the applicable accounting standards;
    10. such other person as may be specified by the Board:

    Provided that,
    (a) any person or entity forming a part of the promoter or promoter group of the listed entity; or
    (b) any person or any entity, holding equity shares:
    (i) of twenty per cent or more; or
    (ii) of ten per cent or more, with effect from April 1, 2023; in the listed entity either directly or on a beneficial interest basis as provided under section 89 of the Companies Act, 2013, at any time, during the immediate preceding Financial Year; shall be deemed to be a related party;

38. “Securities” means security as defined in Section 2(h) of the Securities Contract (Regulation) Act, 1956, provided that securities shall not include any securities which the Portfolio Manager is prohibited from investing in or advising on under the Regulations or any other law for the time being in force.

3. Description

(i) History, Present Business and Background of the Portfolio Manager

The Portfolio Manager is a Limited Liability Partnership incorporated under the Limited Liability Partnership Act, 2008 on 12 July 2022, at Bengaluru. It has a portfolio manager license (registration number INP200007672) to offer discretionary portfolio management services, non-discretionary portfolio management services, and advisory services to high net-worth individuals (HNIs), institutional clients, corporates and other permissible class of investors.

(ii) Promoters of the Portfolio Manager, Directors, Principal officer and their background

Rahul Agrawal’s previous detailed experience is as under:

Aditya Agarwal’s previous detailed experience is as under:

(iii) Top 10 Group companies/firms of the portfolio manager on turnover basis (latest audited financial statements may be used for this purpose)

Not applicable.

(iv) Details of the services being offered: Discretionary, Non-Discretionary and Advisory

The Portfolio Manager proposes to primarily carry-on discretionary portfolio management services and if opportunity arises thereafter, then it also proposes to render non-discretionary portfolio management services and advisory services.

The key features of all the said services are provided as follows:

(a) Discretionary Services:

Under the Discretionary portfolio management services, the Portfolio Manager will have the sole and absolute discretion to deploy assets brought in by a client in any type of security as per the Agreement. This may include the responsibility of managing and reshuffling the portfolio, buying and selling securities, keeping safe custody of the securities and monitoring book closures, dividend, bonus, rights etc. so that all benefits accrue to the Client’s Portfolio, for an agreed fee structure and for a definite period as described, entirely at the Client’s risk.

The Portfolio Manager shall have full and absolute discretion to make investment decisions on the client’s behalf in any type of security as per executed Agreement. The Portfolio Manager’s decision in deployment of the Clients account is absolute and final and can never be called in question or be open to review at any time during the currency of the agreement or any time thereafter except in the ground of conflict of interest, fraud, malafide intent or gross negligence by the Portfolio Manager. This right of the Portfolio Manager shall be exercised strictly in accordance with the relevant Act, rules and regulations, guidelines and notifications in force from time to time.

The portfolio of a client may differ from that of another client as per the discretion of the Portfolio Manager.

Investment Approach: EverFlow Bespoke Client Portfolios

(i) Investment objective: The investment objective of the EverFlow Bespoke Client Portfolios Approach is to create bespoke portfolios suited to specific client needs depending on the clients’ specific requirements, investment objectives, risk profile and available market opportunities. The overarching goal would be to generate alpha and risk adjusted returns for client by investing in benchmark agnostic, multicap portfolio. The portfolio may also have investments in units of REIT’s & INVIT’s from time to time. Holdings and the sectors will be highly customised depending upon the market circumstances, individual client expectations etc and holdings could vary greatly among different portfolios.

(ii) Description of types of securities: Under this approach, Portfolio would be primarily invested in listed equities and opportunistically also in money market instruments, units of mutual funds, ETFs or other permissible securities/products in accordance with the Applicable Laws.

(iii) Basis of selection of such types of securities as part of the investment approach: The Portfolio Manager seeks to generate returns for the Client through price appreciation of the stocks held over a period of time. The approach aims to adopt a strategy of stringent stock selection process and a disciplined bottom up investing approach with a medium to long-term focus. Holdings and the sectors will be highly customised depending upon the market circumstances, individual client expectations etc and holdings could vary greatly among different portfolios. Approach will be to generate returns, over the medium to long term investing predominantly in a unique basket of listed equities across market capitalisation and opportunistically also investing in, money market instruments, units of mutual funds or other permissible securities/products in accordance with the Applicable Laws.

(iv) Allocation of portfolio across types of securities: The Portfolio shall be focused through a collection of core holdings and may or may not seek diversification across the various sectors of the equity market. The basket of stocks so chosen may be as narrow as one stock. Securities shall be chosen amongst a wide spectrum of market capitalizations ranging from smallcaps to largecaps. However, from time to time on opportunistically basis, may also choose to invest in money market instruments, units of mutual funds, ETFs or other permissible securities/products in accordance with the Applicable Laws. The Portfolio Manager may also, from time to time, engage in hedging strategies by investing in derivatives and permissible securities/instruments as per Applicable Laws.

(v) Appropriate benchmark to compare performance and basis for choice of benchmark: The Portfolio Manager endeavours to invest in a portfolio of companies across market capitalisation which are appropriately represented by the S&P BSE 500 index.

(vi) Indicative tenure or investment horizon: Typically, investments will have a medium to long term time horizon of 1-5 years. *The Portfolio Manager may, at its discretion if it deems fit, hold any Portfolio Investment beyond 5 years, but the same shall not be beyond the Term of the Agreement.

(vii) Risks associated with the investment approach: Below are select risks associated with the investment approach apart from those disclosed elsewhere in this Document. The risks may affect portfolio performance even though the Portfolio Manager may take measures to mitigate the same.

• Company risk: The performance of the investment approach will depend upon the business performance of the Portfolio Entity and its future prospects. Portfolio Manager’s focus on studying the business and the sustainability with focus on studying the balance sheet will help the Portfolio Manager in mitigating these sector or company risks.
• Valuation risk: Portfolio Manager will assess the Portfolio Entities from varied valuation parameters in order to establish whether the valuations are reasonable while investing and reassess the same from time to time.
• Market risk: Portfolio Manager endeavours to invest in companies using bottom-up fundamental research rather than trying to time the markets. However, the Portfolio Manager will monitor the market and economic circumstances from time to time that may affect the performance of the Portfolio Entities.
• Liquidity risk: While investing in equities and Portfolio Entities, liquidity constraints are potential nearterm risk while investing and disinvesting the Portfolio Entities. The Portfolio Manager endeavours to mitigate the risks by investing with a medium to long term time horizon.
• Concentration Risk: Endeavor to take educated approach to manage the concentration risk. Since these are customised portfolios based on the needs of the client, these may have more concentration risk with number of securities in the portfolio ranging from 1-25 depending on the client objectives and available market opportunities.

(viii) Strategy Classification: Equity

(ix) Other salient features, if any. N.A.

INVESTMENT PROCESS:

The choice of securities to be included in the portfolio under this approach is highly customised to individual client needs depending on the clients’ specific requirements, investment objectives, risk profile and available market opportunities. Post understanding the clients requirements, our overall investment endeavour continues to be to generate attractive risk-adjusted returns over the long-term by investing in companies that are available at a significant discount to their true intrinsic business value. Often times, this is best achieved by investing in high quality listed companies that have a long-runway for growth and are run by honest and competent management teams at valuations that offer significant margin of safety.

Great investment opportunities which meet all of the above criteria are extremely desirable, but they are also rare. However, at all times, our quest is to look for mispriced bets – wherein the current market price is at a significant discount to the future economic potential of the enterprise without compromising on fundamental business or management quality of the enterprise. Our bar for business & management quality is absolute, where we do not compromise on governance or fundamental industry characteristics irrespective of the price. We follow a rigorous research and due diligence process to evaluate business and management quality and then patiently wait to invest at attractive valuations that lowers risk of not only permanent capital loss but also sub-par returns.

Depending on the market and the overall macro-economic situation, the Portfolio manager will decide the pace of the deployment of the capital. The portfolio manager will keep the clients notified on such developments. The intention always being to protect the interest of clients.

The investment allocation pattern may change from time to time, keeping in view market conditions, opportunities and political & economic factors. It must be clearly understood that the investment patterns are only indicative and not absolute and that they can vary substantially depending upon the perception of the Portfolio Manager, the intention being at all times to seek to protect the interests of the Clients.

(iii) The Policies for Investments in associates / group companies of the portfolio manager :

The Portfolio Manager will not be investing in any Associate/ Group companies/Related Entities.

6. Risk Factors

A. General Risks Factors

1. Investment in Securities, whether on the basis of fundamental or technical analysis or otherwise, is subject to market risks which include price fluctuations, impact cost, basis risk etc.
2. The Portfolio Manager does not assure that the objectives of any of the Investment Approach will be achieved and investors are not being offered any guaranteed returns. The investments may not be suitable to all the investors.
3. Past performance of the Portfolio Manager does not indicate the future performance of the same or any other Investment Approach in future or any other future Investment Approach of the Portfolio Manager.
4. The names of the Investment Approach do not in any manner indicate their prospects or returns.
5. Appreciation in any of the Investment Approach can be restricted in the event of a high asset allocation to cash, when stock appreciates. The performance of any Investment Approach may also be affected due to any other asset allocation factors.
6. When investments are restricted to a particular or few sector(s) under any Investment Approach; there arises a risk called non-diversification or concentration risk. If the sector(s), for any reason, fails to perform, the Portfolio value will be adversely affected.
7. Each Portfolio will be exposed to various risks depending on the investment objective, Investment Approach and the asset allocation. The investment objective, Investment Approach and the asset allocation may differ from Client to Client. However, generally, highly concentrated Portfolios with lesser number of stocks will be more volatile than a Portfolio with a larger number of stocks.
8. The values of the Portfolio may be affected by changes in the general market conditions and factors and forces affecting the capital markets, in particular, level of interest rates, various market related factors, trading volumes, settlement periods, transfer procedures, currency exchange rates, foreign investments, changes in government policies, taxation, political, economic and other developments, closure of stock exchanges, etc.
9. The Portfolio Manager shall act in fiduciary capacity in relation to the Client’s Funds and shall endeavour to mitigate any potential conflict of interest that could arise while dealing in a manner which is not detrimental to the Client.

B. Risk associated with equity and equity related instruments

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

C. Risk associated with debt and money market securities

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

D. Risk associated with derivatives instruments

17. The use of derivative requires an understanding not only of the underlying instrument but of the derivative itself. Derivative products are leveraged instruments and can provide disproportionate gains as well as disproportionate losses to the investor. Execution of such strategies depends upon the ability of the Portfolio Manager to identify such opportunities. Identification and execution of the strategies to be pursued by the Portfolio Manager involve uncertainty and decision of Portfolio Manager may not always be profitable. No assurance can be given that the Portfolio Manager will be able to identify or execute such strategies.
18. Derivative products are specialized instruments that require investment techniques and risk analysis different from those associated with stocks and bonds. Derivatives require the maintenance of adequate controls to monitor the transactions entered into, the ability to assess the risk that a derivative adds to the portfolio and the ability to forecast price of interest rate movements correctly. The risks associated with the use of derivatives are different from or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Other risks include settlement risk, risk of mispricing or improper valuation and the inability of the derivative to correlate perfectly with underlying assets, rates and indices, illiquidity risk whereby the Portfolio Manager may not be able to sell or purchase derivative quickly enough at a fair price.

E. Risk associated with investments in mutual fund schemes

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

F. Risk arising out of Non-diversification

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

G. Risk arising out of investment in Associate and Related Party transactions

28. All transactions of purchase and sale of securities by portfolio manager and its employees who are directly involved in investment operations shall be disclosed if found having conflict of interest with the transactions in any of the client’s portfolio.

7. Nature of expenses:

The following are the general costs and expenses to be borne by the Clients availing the services of the Portfolio Manager. However, the exact nature of expenses relating to each of the following services is annexed to the Agreement in respect of each of the services provided.

1. Management fee: In the range of 0-3% p.a.
2. Performance fee: In the range of 0-30% of returns p.a.
3. Exit Load: In the range of 0-2% of capital
4. Other fees and expenses In the range of 0-2.5% p.a

(a) Transaction expenses including, but not limited to, statutory fees, documentation charges, statutory levies, stamp duty, registration charges, commissions, charges for transactions in Securities, custodial fees, fees for fund accounting, valuation charges, audit and verification fees, depository charges, and other similar or associated fees, charges and levies, legal fees, incidental expenses etc. All other costs, expenses, charges, levies, duties, administrative, statutory, revenue levies and other incidental costs, fees, expenses not specifically covered above, whether agreed upon in the Agreement or not, arising out of or in the course of managing or operating the Portfolio. In the range of 0-2% p.a

(b) Brokerage shall be charged at actuals in the range of 0-1% p.a;

Himalaya Investment Advisors LLP has appointed HDFC Bank Ltd as its Custodian and Fund Accountant.

8. TAXATION

A) GENERAL

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

The Finance Act, 2025, has provided an option to Individuals and HUF for payment of taxes at the following reduced rates from Assessment Year 2026-2027 and onwards:

8.2 The summary below provides general information on Indian Income-tax implications but is neither intended to be a complete discussion of all tax implications, nor does it purport to be a complete description of all potential tax costs, tax incidence and risks inherent on the acquisition, ownership and sale of Indian securities.

8.3 In addition, the comments herein are not binding on the Indian tax authorities and there can be no assurance that the authorities will not take a position contrary to any of the comments herein. It is emphasized that neither the Portfolio Manager nor any other person involved in the preparation of this document accepts responsibility for any tax effects or liabilities resulting from the purchase, ownership or disposition of the Indian securities. Prospective investors should consult their own tax advisors concerning their individual tax consequences of their particular situations.

8.4 We do not make any representation regarding any legal interpretations. Since the information below is based on relevant provisions as of February 2023, any subsequent changes in the said provisions could affect the tax benefits.

8.5 General Taxation: The basis of charge of Indian income-tax depends upon the residential status of the taxpayer during a tax year, as well as the nature of the income earned. The Indian tax year runs from April 1 until March 31. A person who is an Indian tax resident is liable to taxation in India on his worldwide income, subject to certain tax exemptions, which are afforded under the provisions of the IT Act. A person who is treated as non-resident for Indian income-tax purposes is generally subject to tax income.

8.6 Section 90(2) of the IT Act provides that where the Government of India has entered into an agreement with the Government of any country outside India or specified territory outside India (where the taxpayer is a resident) for granting relief of tax or avoidance of double taxation, the taxpayer may opt to be taxed as per provisions of the IT Act or the tax treaty/DTAA, whichever is more beneficial.

8.7 This chapter does not discuss the tax implications applicable to the non-resident Investors under a beneficial DTAA [Section 90(2) of the IT Act], which would need to be analysed separately based on the specific facts.

8.8 The Indian government has deposited the ratified Multilateral Instrument (“MLI”) to implement tax treaty related measures to prevent Base Erosion and Profit Shifting (“BEPS”) on 25 June 2019 with Organization for Economic Co-operation and Development (“OECD”). India has notified 93 tax treaties in its ratification and accordingly, India’s tax treaties with such countries will include MLI provisions with effect from 1 April 2020.

8.9 This chapter does not discuss the impact of MLI on the claim of beneficial tax treatment under DTAA by a non-resident Investor. The same would need to be analysed separately based on the specific facts, where applicable. Further, the tax rates mentioned herein are exclusive of applicable surcharge and cess, unless specified otherwise.

8.10 Taxation of individual income component:

Tax implications of the following income received by certain categories of clients from investments in securities as per IT Act are discussed as follows:

(a) Dividend Income:

For FY 2025-2026 Dividend will be taxed in the hands of shareholder at effective rate of 35.88%

• For Resident shareholder: 10% (no surcharge and cess applicable) (TDS withholding u.s 194 / 194K);
• For Non-resident shareholder: 20% (plus surcharge and cess) under section 115A subject to any beneficial rate available under the applicable tax treaty

The new regime also proposes to levy TDS at the rate of 10% on the income paid by a specified company / MFs to its resident shareholders / resident unitholders if the amount of such income exceeds five thousand rupees in a financial year. However, no tax shall be required to be deducted by the Mutual Fund on income which is in the nature of capital gains.

Deduction under section 57: The FA 2020 allowed deduction of interest expense incurred while earning the dividend income. The expense allowance is restricted to 20% of the dividend income without deduction under section 57. The expense allowance is not a standard deduction per se and the shareholder / unitholder would need to establish and demonstrate that interest expense was actually incurred for the purpose of earning the dividend income. Further, it may be noted that interest expenditure is not likely to be allowable in the year when no dividend income is received by the shareholder / unitholder. Hence, in case of Nil dividend income, the expenditure may not be allowable.

Roll over benefit: Section 80M of the IT Act provides for benefit of roll-over of deduction for the dividend received by a domestic company from another domestic / overseas company or a business trust (Real Estate Investment Trust / Infrastructure Investment Trust). Accordingly, where a corporate domestic investor receives dividend from a domestic / overseas company or a business trust, such investor shall be eligible for deduction of tax paid on dividend income received (roll over benefit under Section 80M) on further dividend distributed by them to their shareholders. This is done to avoid cascading effect of taxation on the same dividend income.

(b) Gains from sale of securities

Characterization of income:

Gains arising from the sale of securities in India (shares, derivatives etc.) may be taxed as Capital Gains (CG) or Business Income (BI) under the provisions of the IT Act, depending on the facts and circumstances of the case.

Characterization of income arising from the sale of Indian securities has been the subject of legal debate. The CBDT issued Circular No 4/2007 dated 15 June 2007 outlining certain judicial principles pronounced by various courts on the determination of whether shares are held as stock-in-trade or held as investments. The Circular states that no single principle is determinative and that the specific facts and circumstances of each case are required to be considered in order to make a determination of whether the shares held would be regarded as stock-in-trade or investment.

The nature of income from the disposal of securities will be classified as CG or BI depending on whether the investments are held as assets, investments with the object of capital appreciation or stock in trade for the purpose of trade / adventure.

The following conditions are to be generally considered for determining the nature of such income:

• The motive of the entity is to earn profits through dividends, or from capital appreciations
• The substantial nature of transactions, the manner of maintaining books of accounts, the magnitude of purchases and sales and the ratio between purchases and sales
• Intent of the assessee as is evidenced by the documents / records
• Whether the charter documents authorize any such activity
• Volume, frequency, continuity and regularity of transactions of purchase and sale

(b) Capital Gains:

As per Section 45 of the IT Act, any profits or gains arising from the transfer of capital assets are chargeable to income-tax under the head ‘capital gain’. Section 48 of the IT Act provides that income chargeable as CG is the difference between the full value of the consideration received or accrued on the transfer and the cost of acquisition of such asset plus expenditure in relation to such transfer (indexed in case the shares, being listed shares are held for more than 12 months and purchased in INR). Unlisted shares if not held for more than 24 months will be a short term capital asset and therefore not eligible for indexation. The sale of securities would be taxed as under in the case of resident investors for capital gains arising in case the transfers happened before 23/07/2024.

Gains on sale of securities would be taxed as under in the case of non-resident investors for capital gains arising in case the transfers happened before 23/07/2024.

Continuation of Capital Gains

The above tax rates are exclusive of surcharge and cess and are subject to amendments in the Finance Act from time to time.

It is important to note that the applicability of the above provisions depends on the facts and circumstances of each case and the interpretation of tax authorities. Investors are advised to consult their own tax advisors for determining the appropriate tax treatment.

9. Accounting policies

The Portfolio Manager shall follow the accounting policies and standards as prescribed under the SEBI (Portfolio Managers) Regulations, 2020 and as amended from time to time.

The accounting policies would be as follows:

• Investments in securities will be accounted for on the date of transaction and not on the date of settlement.
• Dividend income shall be recognized on the ex-dividend date.
• Interest income shall be accounted on accrual basis.
• Realized gains/losses will be calculated based on the average cost of the securities.
• Unrealized gains/losses will be calculated based on the closing market price of the securities.
• All expenses relating to the portfolio will be accounted on accrual basis.

10. Investors Service

The Portfolio Manager seeks to provide the Clients a high standard of service. The Portfolio Manager is committed to put in place and upgrade on a continuous basis the systems and procedures that will enable effective servicing through the use of technology. The Client servicing essentially involves:

• (a) Reporting portfolio actions and client statement of accounts at pre-defined frequency;
• (b) Attending to and addressing any client query with least lead time;
• (c) Ensuring portfolio reviews at predefined frequency.

(i) Name, address and telephone number of the investor relation officer who shall attend to the investor queries and complaints:

Investor Relations Officer Name: Surya Vijayakumar
Phone: +91 99026 57068
Email: surya@everflowpartners.com ; compliance@everflowpartners.com
Correspondence Address / Place of Business:
3rd Floor, Indiqube Galleria, The Leela Palace,
Old Airport Road, Near Indiranagar,
Bangalore 560008

(ii) Grievance redressal and dispute settlement mechanism:

The aforesaid personnel of the Portfolio Manager shall attend to and address any Client query/concern/grievance at the earliest. The Portfolio Manager will ensure that this official is vested with the necessary authority and independence to handle Client complaints. The aforesaid official will immediately identify the grievance and take appropriate steps to eliminate the causes of such grievances to the satisfaction of the Client. Effective grievance management would be an essential element of the Portfolio Manager’s portfolio management services and the aforesaid official may adopt the following approach to manage grievance effectively and expeditiously:

1. Quick action – As soon as any grievance comes to the knowledge of the aforesaid personnel, it would be identified and resolved. This will lower the detrimental effects of the grievance.
2. Acknowledging grievance – The aforesaid officer shall acknowledge the grievance put forward by the Client and look into the complaint impartially and without any bias.
3. Gathering facts – The aforesaid official shall gather appropriate and sufficient facts explaining the grievance’s nature. A record of such facts shall be maintained so that these can be used in later stage of grievance redressal.
4. Examining the causes of grievance – The actual cause of grievance would be identified. Accordingly, remedial actions would be taken to prevent repetition of the grievance.
5. Decision making – After identifying the causes of grievance, alternative course of actions would be thought of to manage the grievance. The effect of each course of action on the existing and future management policies and procedure would be analysed and accordingly decision should be taken by the aforesaid official. The aforesaid official would execute the decision quickly.
6. Review – After implementing the decision, a follow-up would be there to ensure that the grievance has been resolved completely and adequately.

Grievances/concerns, if any, which may not be resolved/satisfactorily addressed in aforesaid manner shall be redressed through the administrative mechanism by the designated Compliance Officer and subject to the Regulations. The Compliance Officer will endeavor to address such grievance in a reasonable manner and time. The coordinates of the Compliance Officer are provided as under:

Compliance Officer Name: Surya Vijayakumar
Phone: +91 99026 57068
Email: surya@everflowpartners.com ; compliance@everflowpartners.com
Correspondence Address / Place of Business:
3rd Floor, Indiqube Galleria, The Leela Palace,
Old Airport Road, Near Indiranagar,
Bangalore 560008

If the Client still remains dissatisfied with the remedies offered or the stand taken by the Compliance Officer, the Client and the Portfolio Manager shall abide by the following mechanisms:

Without prejudice to anything stated above, the Client can register its grievance/complaint through SCORES (SEBI Complaints Redress System), post which the complaint will be either routed to the Portfolio Manager or to SEBI (as applicable), which may then forward the complaint to the Portfolio Manager and the Portfolio Manager will suitably address the same. SCORES is available at http://scores.gov.in.

The Client also has the option to raise an arbitration request using the online dispute resolution mechanism notified by SEBI and amendments issued thereon from time to time. The number of arbitrators to be appointed, the seat of arbitration and the language to be used for arbitration and the costs and expenses of arbitration would be as prescribed under the notifications and circulars issued in this regard from time to time. http://smartodr.in/ by clicking on “complaint registration”

11. Details of diversification policy of portfolio manager

Portfolio Managers target to optimize risk associated with specific portfolios by virtue of Diversification. At Himalaya Investment Advisors LLP, we look to diversify through the following:

• Out of the universe of listed companies of NSE and BSE, Himalaya Investment Advisors LLP narrows down the investment universe by applying various internal qualitative and quantitative filters, ensuring quality of business and management. The team ensures adequate diversification amongst such quality businesses.
• We generally invest in 10-25 businesses, or multiple mutual fund schemes, or multiple securities like Bonds/NCDs in respective investment approach, which ensures adequate portfolio diversity and also score high on internal qualitative and quantitative parameters, except in specific cases where basis client requirements, the objective is to construct highly concentrated or highly diversified portfolios to take advantage of specific investment opportunities in the market
• Basis our investment philosophy, we evaluate businesses on different parameters and construct portfolios primarily on bottom-up basis. This ensures that when we evaluate a business, we are not biased about its market capitalization, however we are concerned more about the size of opportunity that business can offer. Hence our portfolios are generally market cap agnostic, ensuring adequate diversity.
• Barring few portfolios which may be sectoral focused, our focus is to design portfolios which are not biased towards only few sectors. This is reflected in adequate sectoral diversification which the Portfolio Manager ensures in the portfolios, so that the performance is not skewed / dependent on only a few sectors.

PART II – Dynamic Section

12. Client Representation

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

13. Financial performance

The Financial Performance of the portfolio manager based on audited financial statements and in terms of procedure specified by the Board for assessing the performance.

Following table captures key financial data of Himalaya Investment Advisors LLP based on Audited Financial Statements as on March 31, 2024 and March 31, 2025:

14. Performance of Portfolio Manager

Notes:

• Performance figures are net of all fees and expenses.
• Returns have been calculated using Timeweighted rate of return method as specified by SEBI.
• The actual returns of the client may differ from the investment approach returns.

15. Audit Observations

There were no audit observations for FY 2022-23, FY 2023-24 and FY 2024-25. Any further details regarding the same shall be provided to the investor on request.

16. Details of investments in the securities of related parties of the portfolio manager

There are no Investments made in the securities of associates/related parties of Portfolio Manager.

For and on behalf of Himalaya Investment Advisors LLP
Signature of the Principal Officer: Rahul Agrawal
Place: Bangalore
Date: January 30, 2026

FORM C

Securities and Exchange Board of India (Portfolio Managers) Regulations, 2020
[Regulation 22]

We confirm that:

1. the Disclosure Document forwarded to SEBI is in accordance with the SEBI (Portfolio Managers) Regulations, 2020 and the guidelines and directives issued by SEBI from time to time;
2. the disclosures made in the Document are true, fair and adequate to enable the investors to make a well-informed decision regarding entrusting the management of the portfolio to us / investment through the Portfolio Manager;
3. the Disclosure Document has been duly certified by an independent Chartered Accountant, as on January 30, 2026. The details of the Chartered Accountants are as follows:

Name of the Firm : Kamdar Desai & Patel LLP, Chartered Accountants, Sumati Smruti CHS, 296 Cadell Road, Dadar West, Mumbai-400028
Firm Registration Number : 104664W /W10080S
Telephone no. : +91 022 2447 5000

(Enclosed is a copy of the Chartered Accountants’ certificate to the effect that the disclosures made in the Document are true, fair and adequate to enable the investors to make a well informed decision).

For and on behalf of Himalaya Investment Advisors LLP
Signature of the Principal Officer: Rahul Agrawal
Place: Bangalore
Date: January 30, 2026