S P Capital Financing Ltd Management Discussions

OVERVIEW

The financial statements have been prepared in compliance with the requirements of the Companies Act, 2013, guidelines issued by the Securities and Exchange Board of India (SEBI), prudential norms issued by RBI, Ind AS i.e. Indian accounting standards prescribed by the Institute of Chartered Accountants of India. Our Management accepts responsibility for the integrity and objectivity of these financial statements. The estimates and judgments relating to the financial statements have been made on a prudent and reasonable basis, so that the financial statements reflect in a true and fair manner and reasonably present our state of affairs, profits and cash flows for the year.

INDUSTRY STRUCTURE & DEVELOPMENTS

Indias NBFC Investment sector continued to play a pivotal role in facilitating capital formation and providing diversified investment opportunities during FY 2025 26. The Indian economy remained one of the fastest-growing major economies, supported by stable macroeconomic fundamentals, moderating inflation, and continued policy reforms. Equity markets experienced periods of volatility driven by global geopolitical developments, evolving trade policies, and fluctuations in foreign capital flows. Nevertheless, benchmark indices such as the Sensex and Nifty demonstrated resilience, supported by robust domestic institutional investments and sustained retail participation. While foreign institutional investor (FII) flows remained mixed during the year, strong inflows from domestic institutional investors (DIIs), particularly through systematic investment plans (SIPs), continued to provide stability to the markets. Broader market segments, including select mid-cap and small-cap stocks, witnessed healthy investor interest, although valuation concerns prompted greater selectivity. The primary market remained active, with several successful initial public offerings (IPOs) across diverse sectors reflecting sustained investor confidence in Indias long-term growth story. Overall, the investment environment remained constructive, supported by strong domestic demand, continued digital adoption, and a favourable regulatory framework, despite persistent global uncertainties.

OPPORTUNITIES AND THREATS

The opportunities ahead are immense and company is fully geared to make the most of them.

Opportunities:

Continued growth in retail investor participation through direct equity investments and mutual fund systematic investment plans (SIPs).

Increasing depth and diversification of Indian capital markets, including opportunities in alternative investment funds (AIFs), REITs, InvITs, and fixed-income instruments.

Strong domestic economic fundamentals, rising disposable incomes, and favourable demographics supporting long-term investment demand.

Ongoing digital transformation and advancements in financial technology, enabling better portfolio management, investment analysis, and operational efficiency.

Government initiatives aimed at strengthening the financial sector, promoting ease of doing business, and encouraging capital market participation.

Threats:

Volatility in domestic and global capital markets arising from geopolitical tensions, trade-related uncertainties, and changing macroeconomic conditions.

Fluctuations in interest rates, inflation, foreign exchange movements, and liquidity conditions that may impact investment returns.

Evolving regulatory and compliance requirements requiring continuous adaptation and enhanced governance standards.

Elevated market valuations in certain sectors, increasing the risk of price corrections and affecting portfolio performance.

Global economic slowdown or adverse foreign institutional investment (FII) flows impacting investor sentiment and market stability.

SEGMENT PERFORMANCE

The Company is registered as a Non-Banking Financial Company Investment Company with the Reserve Bank of India. In line with its principal business, the Company s operations are primarily focused on holding and managing investments in shares, securities, and other financial instruments. Accordingly, the Company operates in a single reportable segment, and its performance is directly linked to developments in the Indian capital markets.

During FY 2025 26, the capital markets remained resilient despite intermittent volatility arising from global economic developments, geopolitical uncertainties, and changing monetary policy expectations. Against this backdrop, the Company continued to follow a prudent and balanced investment approach, focusing on disciplined portfolio management, adequate liquidity, and effective risk mitigation while selectively capitalising on attractive investment opportunities. The Companys investment performance and profitability during the year reflect its conservative investment philosophy, supported by a diversified portfolio and a long-term investment perspective.

OUTLOOK

Global and domestic equity markets witnessed intermittent volatility during the year due to evolving macroeconomic conditions, geopolitical developments, and changing investor sentiment. The Indian stock market delivered a mixed performance across sectors while remaining supported by strong domestic economic fundamentals. In this dynamic environment, the Company continued to follow a prudent and diversified investment strategy across multiple asset classes, enabling it to manage risk effectively while pursuing sustainable long-term returns.

RISK AND CONCERNS

As the stock market remains volatile, no stocks or products are risk-free. The Stock prices are unpredictable subject to different market and economic factors both locally and internationally. The major risks in the stock markets are global risk, business risk, liquidity risk and policy risk. Your company is making proper investments strategy to avoid unpredictable risks and continuously try to predict the market conditions.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has a good system of internal controls in all sphere of its activity. The internal control system is supplemented by effective Internal Audit. The audit committee regularly reviews the findings of the internal auditors and effective steps to implement the suggestion /observation of the auditors are taken and monitored regularly. In the opinion of the Board, an effective internal control system commensurate to the size of the Company exists.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES

Your Company continues to lay great stress on its most valuable resource - people. Continuous training, both on the job and in an academic setting is a critical input to ensure that employees at all levels are fully equipped to deliver a wide variety of products and services to the rapidly growing customer base of your Company. It is our endeavor to create an environment where people can use all of their capabilities in support of the business. Therefore, your Company encourages its employees to balance their work and personal responsibilities. The Company is actively working on developing a culture driven by the collective spirit of experience and companywide ownership. Assignment, empowerment and accountability will be the cornerstone of the people lead processes.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

Your company earned the gross income of Rs. 1,163.10 Lacs as against Rs. 561.56 Lacs in previous year. The total expenditure during the year under review was Rs 623.79 Lacs as against Rs. 409.72 Lacs in the previous year. The Net Profit after tax was Rs 350.18 Lacs as against Rs. 90.27 Lacs in the previous year.

ENVIRONMENT, OCCUPATIONAL HEALTH AND SAFETY

Your Company is committed to conducting its operations with utmost concern towards the environment and ensuring a safe and healthy workplace for all employees. The collective endeavor of the Company s employees at all levels is directed towards sustaining and continuously improving standards of environment management, and occupational health & safety.

CAUTIONARY STATEMENT

Management discussion and analysis report contains statements which are forward looking based on assumptions. Actual results may differ from those expressed or implied due to risk and uncertainties which have been detailed in this report. Several factors as listed in this report could make significant difference to the Company s operations. Investors, therefore, are requested to make their own independent judgments and seek professional advice before taking any investment decisions.

Sd/-	Sd/-
Sureshchand Premchand Jain	Meena Sureshchand Jain
Managing Director	Director
DIN: 00004402	DIN: 00004413

Place: Mumbai
Date: August 14, 2026