Amrapali Capital and Finance Services Ltd Management Discussions

GLOBAL ECONOMIC VIEW

The global economy during FY 2025-26 continued to demonstrate resilience amid an environment characterised by geopolitical tensions, evolving trade policies, persistent inflationary pressures in certain economies, divergent monetary-policy trajectories and heightened financial-market volatility. While global economic activity remained supported by technological investment, improving financial conditions and private-sector adaptability, the overall macroeconomic environment remained subject to significant uncertainty.

According to the International Monetary Fund ("IMF"), global growth was estimated at around 3.4% in 2025, while the April 2026 World Economic Outlook projected global growth at approximately 3.1% for 2026 and 3.2% for 2027 under its reference scenario. The IMF highlighted the impact of geopolitical developments, energy-price risks, trade fragmentation and financial-market uncertainty on the global economic outlook.

The global disinflationary process has progressed, although inflation remains above the desired levels in several economies. Monetary policies across major economies have increasingly become dependent on incoming economic data, resulting in differences in the timing and pace of monetary easing. Such divergence has implications for global liquidity, currency movements, capital flows and emerging-market financial assets.

Financial markets remained sensitive to developments relating to interest rates, inflation, trade restrictions, geopolitical events, commodity prices and corporate earnings. Equity markets globally continued to experience periods of heightened volatility, while precious metals and other commodities benefited at various times from safe-haven demand, supply-side concerns and macroeconomic uncertainty.

Technology-led investment, particularly in artificial intelligence and related infrastructure, remained an important source of global investment momentum. At the same time, concentration of investment in specific technology-related sectors has increased the possibility of valuation corrections should expectations regarding future earnings or productivity fail to materialise.

For financial-market intermediaries such as the Company, global developments remain important as they influence domestic equity valuations, foreign portfolio investment flows, currency movements, commodity prices, investor sentiment and trading activity.

OUTLOOK

The global economic outlook for FY 2026-27 is expected to remain cautiously constructive but uncertain. The IMFs April 2026 assessment indicates that global growth is likely to remain moderate, with geopolitical developments and associated energy-price disruptions being important risks to the outlook.

The outlook will continue to be influenced by the following key factors:

The trajectory of global inflation and monetary-policy normalisation; Interest-rate movements in the United States and other major economies;. Geopolitical developments and their impact on energy and commodity prices; Trade policies, tariffs and the possibility of further trade fragmentation; Foreign portfolio investment flows towards emerging markets; Global corporate earnings and equity-market valuations; Developments in artificial intelligence and technology-related investment; Currency-market movements and liquidity conditions; and Global demand for commodities, bullion and energy products.

For the Indian financial-services industry, a relatively stable global growth environment, moderating inflation and improving global liquidity could support capital-market activity and investor participation. Conversely, a sharp escalation in geopolitical tensions, a significant increase in commodity prices or a sudden tightening of global financial conditions could lead to increased market volatility and weaker investor risk appetite. The Company believes that periods of market volatility can create opportunities for diversified financial-market intermediaries, provided that such opportunities are pursued within the prescribed regulatory and risk-management framework.

INDIAN ECONOMIC REVIEW

The Indian economy demonstrated strong resilience during FY 2025-26 despite an uncertain global environment. According to the First Advance Estimates released by the Ministry of Statistics and Programme Implementation, Indias real GDP was estimated to grow by 7.4% in FY 2025-26, compared with 6.5% in FY 2024-25. Real GVA was estimated to grow by 7.3%.

The Economic Survey 2025-26 highlighted that Indias growth was supported by the twin engines of consumption and investment. Private Final Consumption Expenditure was estimated to grow by 7.0% and account for approximately 61.5% of GDP, reflecting the strength of domestic demand. The Survey also noted improvements in household, corporate and banking-sector balance sheets and continued support from public investment.

The services sector continued to remain a major contributor to Indias economic growth. Strong activity across financial services, information technology, professional services, communication, trade and other service segments supported overall economic momentum.

Indias financial system also remained relatively resilient. The Economic Survey highlighted the continued improvement in banking-sector asset quality, with the gross non-performing asset ratio of scheduled commercial banks declining to a multi-decade low of 2.2% as of September 2025.

The domestic capital markets continued to benefit from increasing financialisation of household savings, wider digital access, greater investor awareness and increasing participation by retail investors. The Economic Survey reported that the number of unique investors had crossed 12 crore by September 2025, with women constituting nearly one-fourth of investors.

These developments are favourable for the Companys business as they support the long-term expansion of the addressable market for equity broking, derivatives, commodity and bullion transactions, mutual fund distribution and other allied financial services.

At the same time, the Indian capital-market ecosystem continues to evolve rapidly, with technology, regulatory developments, investor protection measures, pricing competition and changing investor preferences shaping the operating environment.

INDUSTRY STRUCTURE AND DEVELOPMENT

The Indian broking and capital-market industry has undergone significant transformation over the last several years. The industry has progressively shifted from a predominantly traditional, relationship-driven model towards a technology-enabled and increasingly digital ecosystem.

Stockbrokers today provide a broad range of services, including equity and equity-derivative trading, commodity and bullion trading, mutual fund distribution, initial public offering ("IPO") applications, depository services, research, investment advisory and other allied financial services, subject to the applicable regulatory registrations and permissions. SEBI describes brokers as intermediaries facilitating transactions in securities and providing associated services to investors.

The competitive environment remains intense. SEBIs recognised-intermediary data as of July 2026 showed approximately 4,975 registered stock brokers in the equity segment, 3,768 in the equity-derivatives segment and 2,050 in the commodity-derivatives segment, highlighting the scale and competitiveness of the intermediary ecosystem.

The principal developments shaping the industry include:

Digitalisation and Technology Adoption

Mobile trading applications, web-based trading platforms, API-based trading, real-time market information, algorithmic tools and digital account-opening processes have significantly improved accessibility and convenience for investors.

Technology is increasingly becoming a key differentiator in terms of execution quality, platform reliability, user experience, analytics, cybersecurity and customer service.

Increasing Retail Participation

The increasing penetration of demand and trading accounts, financial literacy, digital payments and social awareness of capital-market products has expanded the retail investor base.

The increasing participation of younger investors is also resulting in greater demand for convenient digital platforms, educational content, research tools and diversified investment products.

Growth of Derivatives and Commodity Markets

Equity derivatives remain an important component of market activity. Commodity and bullion markets also provide opportunities for investors and businesses seeking price discovery and hedging mechanisms.

However, regulatory measures aimed at improving investor protection, risk management and market integrity may influence trading patterns and volumes from time to time.

Mutual Funds and Financialisation of Savings

Increasing financial awareness and the shift from traditional savings instruments towards market-linked products have supported the growth of mutual funds and other investment products.

Systematic Investment Plans ("SIPs"), goal-based investing and diversified investment products are contributing to the gradual financialisation of household savings.

Regulatory Evolution

The industry continues to operate under a comprehensive regulatory framework administered by SEBI and the recognised stock exchanges, clearing corporations and depositories. Regulatory emphasis remains focused on investor protection, transparency, risk management, cybersecurity, governance, grievance redressal and orderly functioning of markets.

The Company recognises that compliance and governance are fundamental to sustaining investor confidence and long-term growth.

OPPORTUNITIES AND THREATS

Opportunities

The Company believes that the Indian financial-services sector presents significant structural opportunities arising from the countrys economic growth and increasing participation in financial markets.

a) Increasing Financialisation of Savings

The gradual shift of household savings towards equities, mutual funds, exchange-traded products and other market-linked investments provides a substantial long-term opportunity for the broking industry.

b) Expansion of Retail Investor Base

Increasing financial literacy, digital connectivity and awareness of capital-market products are expected to support continued expansion of the investor base.

c) Digital and Technology-led Growth

Technology provides opportunities to improve customer acquisition, trading experience, operational efficiency, analytics, research delivery and customer engagement.

d) Cross-selling of Financial Products

An integrated platform providing equity, derivatives, commodities, bullion, mutual funds and other permitted financial products can enable the Company to deepen relationships with existing customers and increase the range of services offered.

e) Mutual Fund and Investment Products

Growing awareness of systematic investment and long-term wealth creation provides an opportunity to increase participation in mutual funds and other investment products.

f) Tier-II and Tier-III Market Penetration

Digital infrastructure and reduced dependence on physical distribution networks create opportunities to expand into smaller cities and towns, thereby broadening the Companys geographical reach.

g) Institutional and HNI Segment

The continued development of Indias capital markets provides opportunities to serve high-net-worth individuals, institutions and other sophisticated investors through specialised services, research and execution capabilities, subject to applicable regulatory requirements.

Threats

a) Intense Competition

The broking industry is highly competitive, with traditional full-service brokers, discount brokers, banks, fintech platforms and other digital intermediaries competing on pricing, technology, product range and customer experience.

b) Regulatory Changes

Frequent changes in regulatory requirements, margin norms, transaction structures, derivatives regulations, investor-protection measures and compliance requirements can affect business models and operating costs.

c) Market Volatility

A sharp decline in equity or commodity markets may adversely affect trading activity, investor sentiment and transaction-based revenues.

d) Pricing Pressure

Increasing competition may lead to compression in brokerage rates and other transaction-linked revenues.

e) Technology Disruption

Rapid technological development requires continuous investment in trading infrastructure, cybersecurity, data management and digital platforms.

f) Changing Customer Behaviour

Customers increasingly expect seamless, low-cost and technology-enabled services. Failure to adapt to changing expectations may result in customer attrition.

RISK AND CONCERN

The Companys business is inherently exposed to developments in financial markets and the broader economic environment. The principal risks and concerns include:

Market Risk

Changes in equity prices, interest rates, currencies, commodity prices and bullion prices can affect trading volumes, investor sentiment and the Companys financial performance.

Regulatory and Compliance Risk

The Company operates in a highly regulated environment. Non-compliance with applicable laws, regulations, exchange requirements or internal policies may result in financial, operational and reputational consequences. The Company therefore maintains systems and procedures designed to monitor regulatory requirements and ensure timely implementation of applicable regulatory changes.

Operational Risk

Operational risks may arise from inadequate or failed internal processes, human error, system failures, settlement issues or external events. The Company seeks to mitigate such risks through documented processes, segregation of duties, monitoring mechanisms and business-continuity arrangements.

Cybersecurity and Data Privacy Risk

As the business becomes increasingly digital, cybersecurity, information security and data protection assume greater importance. Cyber incidents, unauthorised access, system compromise or data leakage could adversely affect customers and the Companys reputation.

The Company therefore places emphasis on access controls, monitoring, system security, data protection, vulnerability management, backup mechanisms and employee awareness.

Liquidity and Counterparty Risk

The Company may be exposed to risks associated with client obligations, settlement processes, margin requirements and counterparties. Adequate margin collection, monitoring and risk limits are therefore critical to managing such exposures.

Business and Competitive Risk

Changes in market structure, brokerage pricing, customer preferences and technology may affect the Companys ability to retain and acquire customers.

Reputation Risk

Trust is fundamental to financial services. Any service failure, customer grievance, regulatory action, cyber incident or adverse market event may affect the Companys reputation.

The Company remains focused on maintaining high standards of transparency, governance, customer service and regulatory compliance.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has established an internal control framework commensurate with the size, scale and complexity of its operations. The objective of the internal financial control system is to provide reasonable assurance regarding the reliability of financial reporting, safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records and compliance with applicable laws and regulations.

The Companys internal control framework broadly includes:

Appropriate segregation of duties and defined authority levels; Documented policies, procedures and operating controls; Controls over accounting, financial reporting and reconciliation processes; Controls relating to client funds, securities, margins and settlements; Periodic review and reconciliation of operational and financial records; Monitoring of statutory and regulatory compliance; Information-technology controls and access-management procedures; Internal audit and periodic review of key business processes; Management review of significant financial and operational matters; and Corrective-action mechanisms for identified control deficiencies.

The internal audit function provides an independent assessment of the adequacy and effectiveness of internal controls and highlights areas requiring improvement.

The Audit Committee of the Board periodically reviews internal audit observations, management responses, the status of corrective actions and significant matters relating to internal financial controls.

The Company believes that its internal control framework is designed to provide reasonable assurance that its operations are conducted in an orderly and efficient manner, assets are safeguarded, transactions are properly authorised and recorded, and financial information is reliable.

FINANCIAL HIGHLIGHTS

(in Lakhs)

Particulars	March 31, 2026	March 31, 2025
Revenue from Operations	826,959.98	4,420.47
Other Income	646.24	403.56
Total Income	827,606.22	4,824.03
Total Expenses	827,076.99	4,711.51
Profit / (Loss) before exceptional item and tax	529.24	112.52
Exceptional items	—	—
Profit / (Loss) before tax	529.24	112.52
Less: Tax Expenses	43.43	(2.62)
Profit / (Loss) for the year	485.81	115.14

HUMAN RESOURCE POLICY

Human capital remains an important element of the Companys ability to deliver high-quality financial-market services. The Companys Human Resource philosophy is focused on attracting, developing and retaining competent professionals while fostering a culture of integrity, accountability, customer orientation, teamwork and continuous learning.

The Company seeks to provide employees with opportunities for professional development through structured learning, on-the-job training and exposure to developments in financial markets, technology, regulatory requirements and risk management.

Given the highly regulated nature of the Companys business, employee awareness of compliance requirements, market conduct standards, information security, investor protection and ethical practices is considered essential.

The Companys human-resource initiatives focus on:

Recruitment and retention of skilled professionals; Continuous learning and professional development; Training on regulatory and compliance requirements; Technology and cybersecurity awareness; Performance management and merit-based recognition; Employee engagement and communication; Maintaining a professional, inclusive and respectful workplace; Leadership development and succession planning; and Employee health, safety and welfare.

The Company recognises that employee capability must evolve alongside changes in technology, regulations and customer expectations. Accordingly, emphasis is placed on developing a workforce that combines financial-market knowledge with technological competence, analytical capability and strong ethical standards.

The Company remains committed to maintaining a workplace that encourages innovation, accountability, collaboration and responsible business conduct. Employee development and organisational capability will continue to be important priorities as the Company seeks to pursue sustainable growth in the evolving Indian financial services industry.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS, ALONG WITH DETAILED EXPLANATIONS THEREFOR

Ratio	Numerator	Denominator	March 31, 2026	March 31, 2025	% of Change More than 25%	Reason of Changes
Current ratio	Current Assets	Current Liabilities	1.63	2.32	-29.59%	Due to Increase in Current Liabilities compared to current asset.
Debt-Equity Ratio	Total Debt	Shareholders Equity	0.35	0.26	31.72%	Due to increase in debt compared to last year.

2025-26

Ratio	Numerator	Denominator	March 31, 2026	March 31, 2025	% of Change	Reason of Changes More than 25%
Return on Equity ratio	Net Profits after taxes - Preference Dividend	Average Shareholders Equity	0.11	0.028	307.23%	Due to company has Higher gross revenue in current year compared to previous year.
Inventory turnover ratio	Net Sales	Average Inventories	153.78	0.91	16772.63%	Due to company has Higher gross revenue in current year compared to previous year.
Trade Receivable Turnover Ratio	Revenue from operations	Average Trade Receivable	123,175.09	(26.15)	-471131.03%	Due to company has Higher gross revenue in current year compared to previous year.
Trade Payable Turnover Ratio	Cost of Gold Sold	Average Trade Payables	(8.84)	29.17	-130.31%	Due to company has lower COGS in current year compared to previous year.
				1.38	17715.69%	Due to company has Higher gross revenue in current year compared to previous year.
Net Profit	Net Profit	Revenue from	0.001	0.026	-97.74%	Due to company has made handsome profit this year even with lower revenue from operation in the previous year.
Return on Earnings Tangible Net	Capital before Worth + Total Employed	interest Debt + in Earnings. and taxes Deferred Tax Liability	0.11	0.043	168.61%

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CAUTIONARY NOTE

Statements in this Report, describing the Companys objectives, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations. Forward looking statements are based on certain assumptions and expectations of future events. These statements are subject to certain risks and uncertainties. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The actual results may be different from those expressed or implied since the Companys operations are affected by many external and internal factors, which are beyond the control of the management. Hence the Company assumes no responsibility in respect of forward looking statements that may be amended or modified in future on the basis of subsequent developments, information or events.