Mehta Securities Ltd Management Discussions

To,

The Members/ Shareholders,

Economic Review

Global Economy

Global growth is projected in line with the July 2026 World Economic Outlook (WEO) Update, at 3.0 percent in 2026 and 3.4 percent in 2027, down from the average of 3.5 percent observed in 2024-25. The modest slowdown reflects the effects of the war in the Middle East being partly offset by accelerated, demand-driven momentum in the global technology cycle on the back of advances in artificial intelligence (AI) and its adoption.

Growth in advanced economies is projected at 1.8 percent in 2026 and 1.7 percent in 2027, while emerging market and developing economies are expected to expand at a faster pace. Global headline inflation is expected to pause its steady decline, rising from 4.1 percent in 2025 to 4.7 percent in 2026 before easing to 3.9 percent in 2027, with the 2026 increase driven mainly by higher energy and food prices. Inflation dynamics are expected to remain uneven across countries, reflecting differences in exchange-rate pass-through and the persistence of services-price pressures, with advanced economies returning to their inflation targets sooner than emerging market and developing economies.

Indian Economy

India retained its position as one of the fastest-growing major economies in the world and, in 2025, overtook Japan to become the fourth-largest economy by nominal GDP, behind only the United States, China and Germany. Real GDP grew by 6.5% in FY 2024-25, while Nominal GDP or GDP at Current Prices reached Rs. 330.68 lakh crore (about US$ 3.9 trillion), against Rs. 301.23 lakh crore in FY 2023-24 a nominal growth of 9.8%. For FY 2025-26, the First Advance Estimates place Nominal GDP at Rs. 357.14 lakh crore (about US$ 3.96 trillion) and project real GDP growth at 7.4%, once again the fastest among major economies. Strong domestic demand for consumption and investment, along with the Governments continued emphasis on capital expenditure, remained the key drivers of growth. India achieved record exports of US$ 863.1 billion in FY 2025-26 (merchandise US$ 441.8 billion and services US$ 421.3 billion), and the momentum continued into Q1 FY 2026-27 (April-June 2026), when merchandise exports rose 15.92% to an all-time-high US$ 129.32 billion, led by Engineering Goods, Gems & Jewellery and Electronic Goods. Rising employment and increasing private consumption, supported by improving consumer sentiment, are expected to support GDP growth in the coming months.

Future capital spending of the government in the economy is expected to be supported by factors such as tax buoyancy, the streamlined tax system with low rates, a thorough assessment and rationalisation of the tariff structure, and the digitization of tax filing. In the medium run, increased capital spending on infrastructure and asset-building projects is set to increase growth multipliers. The contact-based services sector has demonstrated promise to boost growth by unleashing the pent-up demand. The sectors success is being captured by a number of HFIs (High-Frequency Indicators) that are performing well, indicating the beginnings of a comeback.

India has emerged as the fastest-growing major economy in the world and is expected to be one of the top three economic powers in the world over the next 10-15 years, backed by its robust democracy and strong partnerships. Indias appeal as a destination for investments has grown stronger and more sustainable because of the current period of global unpredictability and volatility, and the record amounts of money raised by India-focused funds in 2022 are evidence of investor faith in the Invest in India narrative.

INDUSTRY STRUCTURE AND DEVELOPMENTS

Broking industry has seen lot of changes and evolvement in past decade led by disruptions from discount brokers, buoyancy in equity markets, digitalization and increased interest among various investor groups. Indian brokerage industry has been undergoing structural shift from percentage led business model to flat brokerage & subscription-based model. Discount brokers continued to gain majority of incremental clientele as well as market volume. As on date, retail participation in Indian equity markets remains at historic highs: the total number of demat accounts crossed 22.9 crore and the NSE registered over 13 crore unique investors by mid-2026, while individual investors held 18.75% of NSE-listed companies as of September 2025 the highest in over two decades. Active NSE clients stood at about 4.42 crore in June 2026 across nearly 197 registered brokers, with the top three players Groww, Zerodha and Angel One together accounting for close to 58% of active clients, underscoring the continued dominance of discount and digital-first brokers.

Recent trends clearly suggesting consumer preference shifting towards service-oriented product offering i.e. discount brokerage plans, traditional brokers have now started launching their own discount plans in order to attract clients. We believe this is because of focused service offerings wherein traders need not bear cost burden of other services like advisory, research etc which is offered as a whole bunchy by traditional brokers. Top traditional brokers too have started to offer discount plans. Your company keeps seeking for opportunities in the capital market to capitalize on the dynamic industry trend.

OPPORTUNITIES AND THREATS Opportunities

Increasing per-capita GDP

Opportunity to cross sell services

Opening of financial sectors in India along with introduction of innovative products

Law retails penetration of financial services/product in India.

Extensive distribution reach and strong brand recognition

Changing demographic profile of the Country in the favor of the young

Adequate capitalization to support medium-term growth plans.

Threats

Regulatory Changes

Execution risk

Higher exposure to semi-formal and informal sector

Competition from local and multinational players

Inflationary pressure, slowdown in policy making and reduction in household saving in financial products

Attraction and retention of human Capital

Increasing competition from local and global players

Online fraud & Scams

Lack of Financial Knowledge

RISKS AND CONCERNS

The capital market industry is mainly dependent on economic growth of country and capital market is also further affected by number of issues arising out of International policies of foreign government as well any change in international business environment. The industrial growth is very sensitive which is dependent on many factors which may be social, financial, economic or political and also natural climatic conditions in the country. However, with the positive attitude of country which can mitigate the avoidable risks. Geopolitical tensions, raising crude oil prices, rising US bond yields, scams in the banking sector are some of the affecting factors that the country witnessed during the year under review. The country faced the said concerns with positive measures by way of making amendments or introducing new laws that can assist to grow the economy. Foreign investors are very positive for India and trust its policies which are very much investor friendly. It is expected that the said efforts shall continue during the coming years irrespective of the Government which is in power .

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has implemented proper system for safeguarding the operations/business of the Company, through which the assets are verified and frauds, errors are reduced and accounts, information connected to it are maintained such, so as to timely completion of the statements.

The Company has adequate systems of Internal Controls commensurate with its size and operations to ensure orderly and efficient conduct of business. These controls ensure safeguarding of assets, reduction and detection of fraud and error, adequacy and completeness of the accounting records and timely preparation of reliable financial information. The Company has internal audit and verification at regular intervals.

The requirement of having internal auditor compulsory by statue in case of listed and other classes of companies as prescribed shall further strengthen the internal control measures of company.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The financial performance of the Company for the financial year 2025-26 is described in the Directors Report under the head Financial Performance.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES

The cordial employer- employee relationship also continued during the year under the review. The Company has continued to give special attention to human resources .

CAUTIONARY STATEMENT

Statement in this management discussion and analysis report, describing the Companys objectives, estimates and expectations may constitute forward looking statements within the meaning of applicable laws or regulations. Actual results may differ materially from those either expressed or implied. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

DISCLOSURE OF ACCOUNTING TREATMENT

In preparation of financial statements, a treatment as prescribed in an Indian accounting standard has been followed.

For and on behalf of Board of Directors,

Sd/- Sd/- Place: Ahmedabad Bhavna D. Mehta Dhaval D. Sheth Date : 31 st August, 2026 Chairperson & Managing Director Director (DIN: 01590958) (DIN: 02418261)

ANNEXURE-D

Information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2025-26 and the percentage increase in remuneration of each Director, Chief Executive Officer, in the financial year 2025-26 :

Name of Director and KMP	Ratio of remuneration	% increase in
	to median remuneration	remuneration in the
	of Employees	financial year
Executive Director and Key Managerial Personnel
Mrs. Bhavna D. Mehta, (DIN: 01590958) Managing
	1.53 : 1	N.A.
Director
Mr. Mahesh Motivaras, Company Secretary (M. no.
	0.83 : 1	N.A.
A63815)
Mr. Mitesh Sheth(CFO)	NIL	N.A.
Non-Executive Directors
Mr. Shrikant S. Kolhar, (DIN: 02107316)(NE & ID)
	NIL	N.A.
Appointed on 01.04.2025)
Mr. Sarvadaman R. Bhatt (DIN : 10561661(NE & ID)
	NIL	N.A.
Appointed on 01.04.2025)
Mr. Dhaval D. Sheth (DIN : 02418261) (NE& NID)	NIL	N.A.

ii. The percentage increase in the median remuneration of employees in the financial year: Not Applicable

iii. The number of permanent employees on the rolls of Company : 5

iv. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

There was no increase in the salaries of employees other than the managerial personnel and of managerial personnel for financial year 2025-26.

v. Affirmation that the remuneration is as per the Remuneration Policy of the Company:

The Company affirms remuneration is as per the remuneration Policy of the Company.

Vi. Particulars of employee in terms of Sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

There was no employee of the Company employed throughout the financial year with salary above Rs. 1 Crore and 2 Lakh per annum or employed in part of the financial year with an average salary above Rs. 8 Lakh and 50 thousand per month. Further, there is no employee employed throughout the financial year or part thereof, who was in receipt of remuneration in aggregate, in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two per cent (2 per cent) of the equity shares of the Company.

ANNEXURE-E

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

Corporate Identity No: L67120GJ1994PLC022740 Nominal Capital: Rs. 350 Lacs

To, The Members of Mehta Securities Limited

We have examined all the relevant records of M/s. Mehta Securities Limited for the purpose of certifying compliance of the conditions of the Corporate Governance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(LODR) for the financial year 2025-26.

The said Listing Regulations has provided exemption under regulation 15(2)(a) from applicability of Corporate Governance provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V in respect of listed entities having paid-up Equity share Capital not exceeding rupees ten crores and net worth not exceeding rupees twenty five crores as on the last day of the previous financial year.

The Company falls under the exemption criteria as laid down under Regulation 15(2) (a) and therefore, not required mandatorily to comply with the said regulations.

We are, therefore, not required to give compliance certificate in requirement with Part E of schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding compliance of conditions of corporate governance.

The compliance of conditions of corporate governance is the responsibility of the Management. Our examination was limited to the procedure and implementation process adopted by the Company for ensuring the compliance of the conditions of the corporate governance as stipulated in Listing Regulations for the year ended 31 st March, 2026.

This certificate is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For, Rohit Bajpai & Associates Sd/- Place: Ahmedabad CS Rohit Bajpai Date: 29 th August, 2026 Practicing Company Secretary Membership.No.18490 Certificate of Practice No.6559 UDIN: A018490H001289342

DECLARATION ON CODE OF CONDUCT

Note: The Company is exempted from taking declaration signed by Chief Executive Officer/Managing Director stating that the members of Board of Directors and Senior Management personnel have affirmed compliance with the code of conduct of board of directors and senior management under regulation 15 (2) read with regulation 17(5) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGING DIRECTOR / CHIEF EXECUTIVE OFFICER CERTIFICATION

Note: The Company is exempted from obtaining compliance certificate from chief executive officer and chief financial officer required to be obtained under regulation 17(8) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 under regulation 15 (2) The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ANNEXURE-F

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To, The Members of MEHTA SECURITIES LIMITED 002, LAW GARDEN APART., SCHEME-1, OPP. LAW GARDEN ELLISBRIDGE, AHMEDABAD-380006

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of

Mehta Securities Limited having CIN: L67120GJ1994PLC022740 and having registered office at : 002 Law Garden Apart Scheme-1, Opp: Law Garden Ellisbridge, Ahmedabad-380006 , (hereinafter referred to as the Company), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31 st March, 2026 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

Sr. No.	Name of Director	DIN	Date of appointment	Date of Cessation in
			in Company	Company
1	BHAVNA DARSHAN MEHTA	01590958	10/08/1994	-
2	SARVADAMAN R. BHATT	10561661	01/04/2024	-
3	SHRIKANT S. KOLHAR	02107316	01/04/2024	-
4	DHAVAL DINESHBHAI SHETH	02418261	14/02/2025	-

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Rohit Bajpai &Associates

Sd/- CS Rohit Bajpai Practicing Company Secretary Date : 29 th August, 2026 MembershipNo.18490 Place: Ahmedabad Certificate of Practice No.6559 UDIN: A018490H001289397