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SBI Funds Management Ltd Management Discussions

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SBI Funds Management Ltd Share Price Management Discussions

An investment in our Equity Shares involves a high degree of risk. You should carefully consider all the information in this Red Herring Prospectus, including the risks and uncertainties described below before making an investment in our Equity Shares.

We have described the risks and uncertainties that we believe are material, but these risks and uncertainties may not be the only risks relevant to us, our Equity Shares, or the industry in which we currently operate. If any or a combination of the following risks actually occur, or if any of the risks that are currently not known or deemed to be not relevant or material now actually occur or become material in the future, our business, cash flows, prospects, financial condition and results of operations could suffer, the trading price of our Equity Shares could decline, and you may lose all or part of your investment.

For more details on our business and operations, see Risk Factors , Our Business , Industry Overview , and Key Regulations and Policies beginning on pages 24, 226, 140 and 260, respectively, as well as other financial information included elsewhere in this Red Herring Prospectus. In making an investment decision, you must rely on your own examination of the Company and the terms of this Offer, including the merits and risks involved, and you should consult your tax, financial and legal advisors about the particular consequences of investing in this Offer. Prospective investors should pay particular attention to the fact that our Company is incorporated under the laws of India and is subject to a legal and regulatory environment that may differ from that of other countries. s

Unless otherwise specified in this section, references to our assets under management / our quarterly average assets under management (excluding domestic fund of funds to the extent applicable) / our monthly average assets under management (excluding domestic fund of funds) or words of similar import refers to the AUM/QAAUM/MAAUM of SBI Mutual Fund. Unless otherwise specified in this section, references to our schemes or words of similar import refers to the schemes of SBI Mutual Fund. Unless otherwise specified in this section, references to equity-oriented AUM / equity-oriented QAAUM or words of similar import refers to AUM/QAAUM of equity-oriented schemes of SBI Mutual Fund.

Unless otherwise specified in this section, reference to QAAUM and MAAUM as of a given date refers to the average assets under management of our mutual fund schemes, for the quarter or month ended on the specified date, respectively. QAAUM is defined as the quarterly average assets under management for the three-month period ending on the relevant dates across our schemes. MAAUM is defined as the monthly average assets under management for the month ending on the relevant dates across our schemes.

This Red Herring Prospectus also contains forward-looking statements that involve risks, assumptions, estimates and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to the considerations described below and elsewhere in this Red Herring Prospectus.

For details, see Forward-Looking Statements beginning on page 23.

Unless otherwise indicated, industry and market data used in this section has been derived from the report titled, Assessment of Mutual Fund Industry in India ( CRISIL Report ) dated July 2026, prepared and issued by CRISIL Intelligence, which has been commissioned and paid for by us pursuant to an engagement letter dated February 16, 2026 and prepared exclusively in connection with the Offer. The CRISIL Report is available at the following web-link: https://sbifunds.com/investor-relations. Unless otherwise indicated, all financial, operational, industry and other related information derived from the CRISIL Report and included herein with respect to any particular year, refers to such information for the relevant year. Unless otherwise indicated or unless context requires otherwise, the financial information in this section has been derived from the Restated

Financial Information. See Restated Financial Information beginning on page 324. Our financial year commences on April 1 and ends on March 31 of the subsequent year, and references to a particular financial year are to the 12 months ended March 31 of that year. Our Company, our Promoters, entities forming part of our Promoter Group, our Directors, Key Managerial Personnel and members of Senior Management are not related to CRISIL Intelligence.

OVERVIEW

For details in relation to our business, see Our Business beginning on page 226.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our financial condition, results of operations and cash flows are affected by a number of factors, including the following:

General Economic and Political Conditions in India and Globally

Our business and results of operations are significantly affected by general economic and political conditions in India and globally, which have a material impact on the investment performance of our schemes and investor flows into our schemes.

General economic conditions in India affect the overall level of economic activity, household incomes, savings rates, and investor confidence, all of which influence the demand for mutual fund products and the ability of our investors to maintain or increase their investments. Changes in GDP growth, personal income levels, employment rates, and household savings patterns directly impact the quantum of funds available for investment in mutual funds.

The allocation of household savings between financial assets (mutual funds, insurance, pension funds, bank deposits) and non-financial assets (real estate, gold, physical assets) significantly affects the flow of funds into our mutual fund schemes. Any shift in investor preferences towards other savings products such as bank fixed deposits, insurance policies, real estate, gold, or provident funds can reduce flows into mutual funds and impact our AUM growth and results of operations.

Global economic conditions, geopolitical developments, international trade dynamics, and cross-border capital flows also affect Indian capital markets, investor sentiment, and our business performance, particularly in relation to our international mandates and offshore advisory services.

Performance of Equity and Debt Capital Markets and Interest Rate Environment

Our QAAUM and revenues are sensitive to movements in equity markets, debt markets, and interest rates, as a significant portion of our QAAUM is invested in equity securities and debt instruments whose values fluctuate based on market conditions.

Adverse movements in equity markets reduce the market value of equity-oriented schemes, leading to lower QAAUM and correspondingly lower management fees, whilst also potentially triggering redemptions as investors seek to limit losses or reallocate to other asset classes. Conversely, strong equity market performance increases the value of equity-oriented schemes, attracts investor inflows, and enhances our fee revenues.

Similarly, rising interest rates can negatively impact the value of debt securities in our debt-oriented schemes, whilst also potentially shifting investor preference towards lower-yielding categories such as liquid funds and overnight funds, which typically carry lower management fee rates. Declining interest rates generally benefit debt-oriented schemes by increasing the value of existing debt holdings and can support flows into higher-duration and credit-oriented debt funds that offer relatively more attractive yields.

Because our investment management fees are typically calculated as a percentage of AUM, any increase or decrease in AUM resulting from market movements, inflows, or redemptions directly affects our revenues and profitability.

Market volatility and uncertainty can also affect investor risk appetite and behaviour, leading to shifts between asset classes, increased redemptions during periods of stress, or reluctance to commit new funds during uncertain periods, all of which impact our AUM stability and growth.

Size, Composition, and Investment Performance of Our Asset Mix

Our results of operations are materially affected by the size and composition of our QAAUM across mutual funds schemes, portfolio management services, alternative investment funds, and advisory mandates, as different product categories carry different fee structures and profitability profiles.

The investment performance of our schemes is a critical driver of our ability to attract new investors and retain existing investors, and therefore directly impacts our QAAUM growth, management fee revenues, and overall financial performance. Strong investment performance relative to benchmarks and peer schemes enhances our brand reputation, attracts investor inflows, and supports retention of existing QAAUM, whilst consistent underperformance can lead to outflows, difficulty in raising new assets, and erosion of market share.

Our QAAUM is diversified across equity-oriented schemes, debt-oriented schemes, hybrid schemes, passive products including ETFs and index funds, and other categories including statutory provident fund institution in India mandates, which provides revenue stability across different market cycles and reduces concentration risk. The mix of QAAUM across these categories affects our overall fee realisation, as equity-oriented schemes typically carry higher management fee rates than debt-oriented or passive schemes, whilst also carrying higher performance volatility.

The table below sets forth the asset-wise mix of our QAAUM as at the relevant dates:

Particulars As at March 31, 2026 As at March 31, As at March 31, 2024 CAGR Growth (%)
2025 (March 31, 2024
March 31, 2026)
( billion)
Equity, equity-oriented and 5,320.74 4,629.83 3,586.98 21.79%
equity-hybrids (excluding
arbitrage and including
overseas fund of funds)
Debt and debt-hybrid 1,712.76 1,468.55 1,245.83 17.25%
ETFs and Index Fund 4,055.26 3,416.86 3,182.01 12.89%
Particulars As at March 31, 2026 As at March 31, As at March 31, 2024 CAGR Growth (%)
2025 (March 31, 2024
March 31, 2026)
( billion)
Arbitrage 432.08 317.92 270.75 26.33%
Liquid and Overnight Schemes 959.19 896.33 858.07 5.73%
SIF 29.95 - - NA
Total Mutual Fund QAAUM 12,509.98 10,729.49 9,143.64 16.97 %
(A)
PMS and Advisory 16,878.99 15,489.86 13,394.86 12.25%
AIF 65.65 50.76 39.34 29.18%
Alternates QAAUM (B) 16,944.64 15,540.62 13,434.20 12.31%
Offshore schemes (C) 6.43 5.72 5.02 13.18%
Total QAAUM 29,461.05 26,275.83 22,582.86 14.22 %
(D=A+B+C)

Our track record of investment performance, including the proportion of our schemes ranking in the top quartile on a 3-year and 5-year basis relative to peers in their respective categories, influences investor confidence and distributor willingness to recommend our products. Maintaining strong performance across a broad range of schemes is essential to sustaining AUM growth and competitive positioning.

Distribution Capabilities, Channel Mix, and Digital Platform Effectiveness

Our ability to attract and retain AUM/QAAUM/MAAUM is significantly dependent on the strength and reach of our distribution network, including our relationships with mutual fund distributors, national distributors, banks, and the effectiveness of our digital platforms in facilitating investor onboarding, transactions, and servicing.

We distribute our mutual fund schemes through an omnichannel model comprising individual mutual fund distributors, national distributors, banks, and digital channels including our mobile application InvesTap and integration with the YONO platform. Our access to SBI s extensive branch network and digital banking infrastructure provides significant distribution reach, particularly in tier 2 and tier 3 cities and rural areas.

The diversification of our distribution channels and the trend of reducing reliance on any single channel (including declining contribution from the SBI channel as a percentage of total MAAUM and increasing contribution from third-party distributors and direct channels) enhances our resilience to competitive dynamics, and distributor behaviour. Over-reliance on a single distribution channel could expose us to concentration risk if that channel s economics, priorities, or regulatory environment change adversely.

Our digital capabilities, including investor mobile applications for transactions and account servicing, eKYC and digital onboarding, and distributor portals for transaction processing and reporting, enhance the efficiency of AUM acquisition and servicing whilst reducing operational costs and improving investor and distributor experience. The effectiveness of our digital platforms in driving investor engagement, SIP registrations, and transaction throughput directly impacts our ability to scale AUM cost-effectively.

Our distribution network has demonstrated consistent growth across all channels over the period from March 31, 2024 to March 31, 2026. SBI s channel MAAUM grew from 20.45% of our total MAAUM as at March 31, 2024, to 21.18% as at March 31,

2025, before moderating slightly to 20.28% as at March 31, 2026, reflecting the sustained strength of our bancassurance and bank-led distribution relationships. Direct channel MAAUM grew from 5,361.79 billion as at March 31, 2024 to 7,007.12 billion as at March 31, 2026, reflecting continued investor preference for direct plans. Third party distributor MAAUM, comprising independent financial advisors, national distributors, and other intermediaries, grew from 3,935.77 billion as at March 31, 2024 to 5,142.20 billion as at March 31, 2026, reflecting the growing role of the intermediary ecosystem in expanding our investor base. This trend demonstrates our reduced reliance on any single channel and enhances resilience to regulatory changes, competitive pressures, or shifts in distribution economics affecting specific channels.

The table below sets forth details of our distribution channel mix as at the dates specified:

Distribution As at March 31, 2026 As at March 31, 2025 As at March 31, 2024
Channel MAAUM ( % of Total MAAUM ( % of Total MAAUM ( % of Total MAAUM
billion) MAAUM billion) MAAUM billion)
Direct 7,007.12 57.67% 5,982.42 56.33% 5,361.79 57.67%
Third Parties 5,142.20 42.33% 4,637.47 43.67% 3,935.77 42.33%
Total MAAUM 12,149.32 100.00% 10,619.89 100.00% 9,297.56 100.00%

This trend demonstrates our reduced reliance on any single channel and enhances resilience to regulatory changes, competitive pressures, or shifts in distribution economics affecting specific channels.

Retail Franchise Strength, SIP Participation, Persistency, and Beyond-30 Cities Penetration

Our Systematic Investment Plan franchise is a significant driver of recurring, predictable flows into our schemes, with SIP inflows providing AUM stability and reducing reliance on lump-sum investments that are more susceptible to market timing and redemption pressure. The scale of our SIP franchise, measured by active SIP accounts, monthly SIP contribution, and SIP AUM, directly affects our recurring revenue visibility and AUM stickiness.

A meaningful proportion of our SIP participation originates from B-30 cities (tier 2, tier 3, and rural areas), supporting our penetration in emerging geographies with lower mutual fund awareness but significant growth potential as financial literacy improves and digital access expands.

SIP persistency affect the stability of our SIP AUM and the efficiency of our SIP acquisition efforts, as higher persistency reduces the need to constantly replace discontinued SIPs with new registrations. Initiatives such as our Jan Nivesh programme (enabling daily SIPs starting from 250) are designed to expand SIP accessibility to first-time and small-ticket investors, broadening our retail franchise.

The tables below provide key details of our SIP metrics for our mutual fund business (excluding SIF) as at March 31, 2026:

SIP Metric As at March 31, 2026
Live SIP count (in million) 16.21
Active SIP value (in billion) 41.27
Monthly SIP inflow ( billion) 40.59
Average SIP Size ( ) 2,545.69
SIP AUM ( billion) 1,729.17
B-30 SIP Penetration (%) 65.16% of our SIP count from B-30 cities

We believe our brand recognition and leveraging SBI s extensive physical network across India provides us with a structural advantage in reaching retail investors in B-30 cities, many of whom are first-time mutual fund investors.

Growth Metrics Fiscal 2026 Fiscal 2025 Fiscal 2024
Fresh SIPs Added (in million) 9.01 8.79 5.55
- B-30 6.14 6.02 3.61
- T-30 2.87 2.77 1.94
New Investors Added (in million) 5.30 6.26 4.01
SIP Registered Persistency 0-12 months 0.12 0.18 0.13
(million)
SIP Registered Persistency 13-24 months 0.06 0.08 0.09
(million)
SIP Registered Persistency 25-36 months 0.16 0.23 0.22
(million)
SIP Registered Persistency 37 months and 15.87 14.40 11.23
more (million)

Our SIP persistency rates, as included in the table above, reflect effective investor education and servicing through regular investor awareness programmes, digital content campaigns, and financial literacy initiatives that promote long-term investing discipline. These persistency rates demonstrate investor stickiness and the quality of our SIP franchise. As at March 31, 2026, 15.87 million of our 16.21 million live SIPs have been active for 37 months or more, reflecting the long-term nature of our investor relationships and the role of our brand in sustaining investor confidence across market cycles.

Competitive intensity, market consolidation, and product substitution including passive products

According to the CRISIL Report, the Indian mutual fund industry remains competitive, although large asset management companies continue to retain significant scale advantages. The market share of the top 10 AMCs by QAAUM declined from 82.8% as of March 2021 to 76.3% as of March 2026, reflecting a gradual de-concentration of the industry as niche, digital-first and specialised fund houses increased participation. At the same time, concentration remains meaningful, with the top three AMCs holding approximately 40.2% of industry QAAUM and the top five AMCs holding approximately 52.1% as of March 2026 (Source: CRISIL Report, paragraph 3, page 164) . As of March 2026, we are the largest AMC in India by mutual fund QAAUM with a market share of 15.3% (Source: CRISIL Report, paragraph 1, page 209) . While this position reflects our scale advantages in distribution, brand and product breadth, maintaining leadership requires continued investment in products, technology, investor servicing and distribution capabilities as competition intensifies across active and passive categories and across distribution channels.

Investor preferences have continued to shift structurally toward passive investment products, including exchange-traded funds and index funds. According to the CRISIL Report, passive products increased their share of industry QAAUM from 9.5% in Fiscal 2021 to 17.8% in Fiscal 2026, with passive industry QAAUM reaching 14,517.3 billion as of March 2026 (Source: CRISIL Report, paragraph 1, page 170) . This growth has been supported by increasing investor awareness of low-cost products and continued institutional participation in ETF-based strategies. As of March 2026, we are the largest AMC in India by passive QAAUM, with passive QAAUM with a market share of 27.9% (Source: CRISIL Report, paragraph 1, page 210) . While our scale in passive products positions us to benefit from the continued growth of passive investing, passive products generally have lower expense ratios than actively managed products, and any continued shift in the overall industry AUM mix toward passive products, including within our own QAAUM, may place downward pressure on blended fee rates and the aggregate revenue pool available across the industry. Our ability to sustain revenue growth therefore depends in part on growing overall AUM volumes and maintaining an appropriate product mix to offset fee-rate compression arising from the growing passive mix.

The composition of industry assets has also shifted materially toward equity-oriented products. According to the CRISIL Report, equity schemes increased their share of industry QAAUM from 31.4% in Fiscal 2021 to 43.7 per cent in Fiscal 2026, while passive products increased from 9.5% to 17.8% over the same period (Source: CRISIL Report, paragraph 1, page 170) . Because equity and equity-oriented schemes generally carry higher fee structures than non-equity products, this shift has supported industry profitability and operating leverage. However, it has also increased the industry s and our revenues sensitivity to equity market performance, investor sentiment and risk appetite. In a risk-off environment, investors may reallocate toward lower-risk competing products including bank deposits, insurance products and other fixed-income alternatives, which could adversely affect equity fund flows and AUM.

The distribution landscape is also undergoing structural change, with a shift away from traditional bank-led models toward hybrid models combining banks, independent financial advisers, national distributors, direct AMC channels and fintech-led platforms. According to the CRISIL Report, direct channels, including digital and direct-to-AMC platforms, are increasing their share, supported by lower cost structures and growing investor preference for self-directed investing. Fintech platforms such as digital wealth and execution platforms are also driving growth, particularly in equity and passive segments, while banking channels remain important for high-net-worth individuals and older demographics, and independent financial advisers continue to play a significant role, particularly in B30 regions, through personalised advice and investor handholding (Source: CRISIL Report, paragraph 3, page 187) . This shift in channel mix may affect distribution economics, commission structures, client acquisition costs and investor servicing models across the industry. Our ability to compete effectively will depend on our capacity to adapt across both traditional and digital distribution ecosystems.

Mutual fund products also compete with a broad range of alternative savings and investment products, including bank fixed deposits, insurance products such as unit-linked insurance plans, direct equity investing, portfolio management services, alternative investment funds, real estate and commodities, for investor wallet share. The competitiveness of mutual funds relative to these alternatives is affected by relative tax treatment, risk-return profiles, liquidity, access, product complexity and investor preference. According to the CRISIL Report, although mutual funds continue to benefit from professional management, diversification and product breadth, competition from portfolio management services and alternative products is expected to increase as investor sophistication, affluence and demand for specialised investment solutions rise (Source: CRISIL Report, paragraph 1, page 202) . Our diversified product mix across equity, debt, hybrid and passive categories, together with our brand, distribution reach and scale in both active and passive segments, positions us to compete across these dynamics. However, sustained investment in innovation, technology, compliance and distribution will remain important to maintaining and growing our competitive position.

Regulatory and policy environment governing asset management and mutual funds

Our business is subject to extensive regulation by SEBI, and other regulatory authorities, and changes in regulations, policies, circulars, guidelines or their interpretation can significantly affect our permitted activities, product structures, expense limits, distribution arrangements, disclosure requirements, compliance obligations and operating costs.

Regulatory changes that limit our ability to offer certain products, impose stricter investment or risk management requirements, reduce permissible expense recoveries, restrict distribution commission structures, change tax treatment or increase compliance and reporting obligations may adversely affect our revenues, increase our costs and impact our competitiveness.

In particular, regulations prescribing caps or frameworks relating to the Total Expense Ratio, or TER, and other scheme-level expenses directly affect the aggregate expenses recoverable from scheme assets, and therefore the residual economics available to us after accounting for mandatory and discretionary scheme expenses, including distribution commissions, operational costs and regulatory levies.

According to the CRISIL Report, over the past several years the mutual fund industry in India has undergone a series of consequential regulatory changes by SEBI that have materially affected industry economics, disclosure practices, product structures and compliance requirements. One of the key changes proposed by SEBI relates to amendment of the rules governing TER charged by mutual funds, with the stated objectives of increasing transparency and exerting greater control over the costs borne by investors in mutual fund schemes. The CRISIL Report states that the regulator has considered lowering the maximum permissible TER levels, which could directly affect the profitability of asset management operations for AMCs (Source: CRISIL Report, paragraph 3, page 185) .

The CRISIL Report further states that, as of February 2026, SEBI s new mutual fund regulations effective from April 1, 2026 introduce significant changes, including a new Base Expense Ratio framework, reduced brokerage fees and a Mutual Fund Lite regime for passively managed schemes, with the objective of increasing transparency and cost efficiency (Source: CRISIL Report) . If implemented and applied as described, such measures may affect fee realisation, product economics and cost structures across the mutual fund industry. The CRISIL Report also notes that earlier regulatory changes related to expense ratios contributed to a decline in overall commission for top mutual fund distributors in Fiscals 2020 and 2021 (Source: CRISIL Report, paragraph 1, page 169) .

SEBI has also introduced a Mutual Fund Lite, or MF Lite, framework for passively managed mutual fund schemes. According to the CRISIL Report, in December 2024 SEBI announced the launch of the MF Lite framework for passively managed mutual fund schemes, designed to create a more flexible and less stringent framework for entities focused on passive funds, including index funds, exchange-traded funds and certain fund of funds structures, and thereby to lower barriers to entry, promote market liquidity and encourage passive product development (Source: CRISIL Report, paragraph 2, page 193) . Increased ease of entry and growth in passive products may increase competition, particularly in lower-cost passive segments.

In February 2025, SEBI adopted a segmented risk-based approach for regulation of SIFs, designed to bridge the gap between mutual funds and portfolio management services. According to the CRISIL Report, the framework sets out eligibility criteria for launch, branding and advertising requirements, investment strategy parameters and a minimum investment threshold of 1.0 million across all investment strategies (Source: CRISIL Report, paragraph 2, page 193) . According to the CRISIL Report, the SIF framework has attracted early investor interest, particularly in hybrid investment strategies, and that as of March 2026 net SIF AUM stood at 106.2 billion, with SBI Mutual Fund SIF holding a market share of 28.2% of the SIF segment in India

Source: CRISIL Report, paragraph 3, page 181) . SEBI has imposed a maximum short exposure cap of 25% under the SIF framework (Source: CRISIL Report, paragraph 3, page 181) . While the SIF framework may provide product expansion opportunities and support revenue diversification, it may also increase competition in more specialised and higher-value investment solutions.

SEBI has also increased ongoing disclosure and transparency requirements. According to the CRISIL Report, from January 2025 SEBI mandated all AMCs to disclose risk-adjusted return information ratio on their websites along with daily performance disclosures, with the objective of improving transparency and supporting better-informed investor decisions (Source: CRISIL Report, paragraph 4, page 193) . In February 2025, SEBI also facilitated MITRA, or Mutual Fund Investment Tracing and Retrieval Assistant, developed by registrar and transfer agents to provide investors with a searchable database of inactive and unclaimed mutual fund folios (Source: CRISIL Report, paragraph 5, page 193) . Furthermore, up to March 2026 SEBI s regulatory focus remained on implementation of these and related measures, including MF Lite operationalisation, risk-adjusted return disclosure, MITRA adoption, direct-plan execution platform compliance and REIT classification changes, with AMCs expected to align scheme documents, valuation practices, disclosure formats, internal controls and investor communication with the revised framework (Source: CRISIL Report, paragraph 2, page 194) .

These and other regulatory changes may require us to adapt our business model, product offerings, distribution strategies, operational processes, compliance controls, reporting systems and cost structures. Any inability to respond effectively to evolving regulations, or any regulatory development affecting taxation of mutual fund products, permissible expense structures, investor eligibility, distribution models, overseas investment limits, disclosure standards or operational requirements, could adversely affect investor demand, our revenues, our profitability and our competitive position.

PRESENTATION OF FINANCIAL INFORMATION

Basis of preparation and presentation

The restated consolidated financial information comprises of the Company, its subsidiaries (together, the Group ) and its associate comprises the restated statement of assets and liabilities of the Group as at March 31, 2026, March 31, 2025, and March 31, 2024, restated statement of profit and loss including other comprehensive income, restated statement of changes in equity, restated statement of cash flows and notes to restated financial information for the three years ended March 31, 2026, March 31, 2025, and March 31, 2024 (hereinafter collectively referred to as Restated Financial Information )

The Restated Financial Information of the Group has been prepared and presented on a going concern basis and in accordance with Indian Accounting Standards ( Ind AS ) notified under section 133 of the Companies Act, 2013 ( the Act ) and the

(Indian Accounting Standards) Rules, 2015 and other provisions of the Act, as amended from time to time.

The Restated Financial Information has been prepared by management in terms of the requirements of:

i. Section 26 of Part I of Chapter III of the Companies Act 2013; ii. The Securities and Exchange Board of India (Issue of Capital and Disclosure requirements) Regulations, 2018, as amended; and iii. Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time.

The Restated Financial Information has been compiled from:

i. Audited financial statements of the Group as at and for the year ended March 31, 2026 prepared in accordance with Ind

AS as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.

ii. Special Purpose Audited Financial Statements of the Group as at and for the year ended March 31, 2025 and March 31,

2024 prepared in accordance with Ind AS as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.

iii. Audited financial statements of the Group as at and for the year ended March 31, 2025 prepared in accordance with Ind

AS, as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India. Furthermore, the Restated Financial Information have been prepared so as to contain information / disclosures and incorporating adjustments set out below in accordance with the SEBI ICDR Regulations:

i. Adjustments to the profits or losses of the earlier periods and of the period in which the change in the accounting policy has taken place is recomputed to reflect what the profits or losses of those periods would have been if a uniform accounting policy was followed in each of these periods, if any; ii. Adjustments for reclassification of the corresponding items of income, expenses, assets and liabilities, in order to bring them in line with the groupings as per the Audited financial statements of the Group as at and for the year ended March 31, 2026 and the requirements of the SEBI ICDR Regulations, if any; and iii. The resultant impact of tax due to the aforesaid adjustments, if any.

SUMMARY OF MATERIAL ACCOUNTING POLICIES

Principles of consolidation

The Restated Financial Information relate to SBI Funds Management Limited ( the Company ) and its subsidiaries (hereinafter together referred to as the Group ) and associate which has been prepared on the following basis:

A subsidiary company is an entity which is controlled by the Company. The Company controls an investee if and only if the Company has all the following elements of control:

i. has power over the investee. ii. has exposure, or rights, to variable returns from its involvement with the investee; and iii. has the ability to use its power over the investee to affect the amount of the Company s returns.

The financial statements of the Company and its subsidiaries are combined on a line-by-line basis by adding together like items of assets, liabilities, equity, incomes, expenses and cash flows, after fully eliminating intra-group balances and intra-group transactions.

Profits or losses resulting from intra-group transactions are eliminated in full.

In case of foreign subsidiary, revenue items are consolidated at the average rate prevailing during the year. All assets and liabilities are converted at rates prevailing at the end of the year. Any exchange difference arising on consolidation is recognised in the Foreign Currency Translation Reserve.

Offset (eliminate) the carrying amount of the parent s investment in each subsidiary and the parent s portion of equity of each subsidiary.

Non-Controlling Interest s share of profit / loss of consolidated subsidiary for the year is identified and adjusted against the income of the Company in order to arrive at the net income attributable to shareholders of the Company.

Non-Controlling Interest s share of net assets of consolidated subsidiaries is identified and presented in the Restated Statement of Assets and Liabilities separate from liabilities and the equity of the Company s shareholders.

Investment in Associates has been accounted under the equity method as per Ind AS 28 - Investments in Associates and Joint Ventures.

The Restated Financial Information has been prepared using uniform accounting policies for like transactions and other events in similar circumstances.

Proportion of ownership interest in subsidiaries included in consolidation

Sr. Name of Subsidiary Country of Incorporation / Proportion of ownership interest
No Establishment March 31, 2026 March 31, 2025 March 31, 2024
1 SBI Funds Management Mauritius 100% 100% 100%
(International) Private
Limited
2 SBI Funds International GIFT City 100% 100% 100%
(IFSC) Ltd
3 SBI Funds Management India Controlled Controlled Controlled
Limited Employee Trust Trust Trust
Welfare Trust (EWT)

Associates

Sr. Name of Associate Country of Incorporation Proportion of ownership interest
No March 31, 2026 March 31, 2025 March 31, 2024
1 SBI Pension Funds India 20% 20% 20%
Private Limited

Revenue recognition

The Group recognizes revenue from contracts with customers based on a five-step model as set out in Ind AS 115 to determine the timing and magnitude of revenue. The Group applies for the five-step approach for recognition of revenue.

Identification of contract(s) with customer

Identification of separate performance obligation in the contract

Determination of transaction price

Allocation of transaction price to the separate performance obligation, and

Recognition of revenue when (or as) each performance obligation is satisfied.

Revenue from Operations

The Group recognises revenue when amount of revenue can be reliably measured and it is probable that future economic benefits will flow to the Group, regardless of when payment is being made.

The following is the description of the activities of the business from which the Group generates its revenue:

Management Fees :

Management fees (net of GST) from mutual fund schemes is recognised on an accrual basis in accordance with the investment management agreement and provision of SEBI (Mutual Fund) Regulations, 1996. The Company receives investment management fees from the mutual fund which is charged as a percent of the Assets Under Management ( AUM ). Revenue from management fees is recognised as and when services are performed over time as the customer simultaneously receives and consumes the benefits provided by the Company.

In case of AIF Scheme management fees is recognised as defined in the offer document, on an accrual basis.

Portfolio Management and Advisory Services:

Portfolio Management Fees and Advisory Fees are recognised on an accrual basis as per the terms of the contract with the respective customers.

These contracts include a single performance obligation (series of distinct services) that is satisfied over time and the management fees and/or advisory fees earned are considered as variable consideration.

The Company, in certain instances also has a right to charge performance fee to the clients if the portfolio achieves a particular level of performance as mentioned in the agreement with the client, to the extent permissible under applicable regulations.

Other income

Dividend income

Dividend income from investments is recognised when the right to receive payment has been established.

Interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate (EIR) applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that assets net carrying amount on initial recognition. Interest income is included in other income in the statement of profit and loss.

Recognition of gains and losses from financial instruments:

The realised gains/losses from financial instruments at Fair Value Through Profit and Loss ( FVTPL ) represents the difference between the carrying amount of a financial instrument at the beginning of the reporting period, or the transaction price if it was purchased in the current reporting period, and its settlement price.

The unrealised gains/losses represent the difference between the carrying amount of a financial instrument at the beginning of the period, or the transaction price if it was purchased in the current reporting period, and its carrying amount at the end of the reporting period.

Scheme Expenses

Recurring expenses of schemes borne by the Company are recognised under respective expense heads in the Restated Statement of Profit and Loss, any recoveries made from the schemes in accordance with provisions of SEBI (Mutual Fund) Regulations 1996 and circular along with guidelines by Association of Mutual Funds in India (AMFI) issued from time to time, are recorded within the same expense head in the Restated Statement of Profit and Loss.

Expenses of schemes of SBI Mutual Fund, in excess of the stipulated rates (if any), are required to be borne by the Company in accordance with the requirements of SEBI (Mutual Fund) Regulations, 1996, and as such, are charged to the Restated Statement of Profit and Loss. In case of PMS/AIF scheme, based on the contract, expenses if any, are charged to the Restated Statement of Profit and Loss.

Brokerage : Brokerage is paid to the brokers for Portfolio Management and Alternative Investment Schemes as per the terms of agreement entered with respective brokers. Brokerage paid by the Group in line with the applicable regulations is being charged to statement of profit and loss over the contractual period.

New Fund Offer Expenses : Expenses relating to new fund offer of SBI Mutual Fund are borne by the company and is recognised in the Restated Statement of Profit and Loss in the year in which they are incurred in accordance with the requirements of SEBI (Mutual Fund) Regulations, 1996.

Leases

The Group as a lessee:

The Group s lease asset classes primarily consist of leases for office on lease, vehicles and other assets. The Group assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether: (i) the contract involves the use of an identified asset (ii) the Group has the right to obtain substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Group has the right to direct the use of the asset.

At the date of commencement of the lease, the Group recognizes a right-of-use asset ( ROU ) and a corresponding lease liability for all lease arrangements in which it is a lessee. The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.

For short-term and low value leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

Certain lease arrangements include the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets.

The lease liability is initially measured at the present value of the future lease payments. The lease payments are discounted using the incremental borrowing rate.

After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made.

Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Group changes its assessment whether it will exercise an extension or a termination option. Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

Foreign currencies

Foreign Currency transactions and translations

Foreign currency transactions are translated into functional currency using respective currency exchange rates prevailing on the date when the transaction first qualifies for recognition.

Monetary items:

Foreign exchange gains or losses realized upon settlement of transactions or translation of monetary assets and liabilities denominated in foreign currencies are recognized in statement of profit and loss using reporting date exchange rates.

Non-monetary items:

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.

Non-monetary items that are measured at fair value in a foreign currency are translated into functional currency at the exchange rate when fair value is determined.

The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or statement of profit and loss, respectively).

Employee benefits

Defined Contribution Plan:

Provident Fund

The Company has defined contribution plans for post-employment benefits in the form of Provident fund. Under the Provident Fund plan, the Company contributes to Government administered Provident Fund on behalf of employees. The Company has no further obligation beyond making the contribution.

The Company s contribution to Government Provident Fund is charged to the Statement of Profit and Loss.

Superannuation

Superannuation fund is a defined contribution plan. In case employee opts for superannuation fund, the Company contributes a sum equivalent to 15% of basic salary plus dearness pay of the eligible managerial cadre employees salary to the

Superannuation Fund administered by trustees and managed by the Life Insurance Corporation of India. The Company recognizes such contribution as an expense as and when incurred.

National Pension System (NPS)

NPS is a defined contribution scheme. In case employee opts for NPS, the Group contributes a sum not exceeding 10% of basic salary plus dearness pay of the eligible employees salary to the NPS. The Company recognizes such contribution as an expense as and when incurred.

Defined Benefit Plan - Gratuity

Gratuity liability is a defined benefit obligation and is funded through a Gratuity Fund administered by trustees and managed by the Life Insurance Corporation of India. The Company accounts for liability for future gratuity benefits based on the actuarial valuation using Projected Unit Credit Method carried out as at the end of each financial year. Net interest expense and other expenses related to defined benefit plans are recognized in the Statement of Profit and loss. The Company recognizes the net obligation of a defined benefit plan in its balance sheet as an asset or liability, as the case may be. The discount rate is based on the government securities yield that have terms approximating to the terms of the related obligation. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recorded in other comprehensive income in the statement of comprehensive income in the period in which they arise.

Other Long-term employee benefit obligation

All eligible employees of the Company are eligible for the encashment of leave or leave with pay subject to certain rules, long term service awards and retirement benefit on attaining the superannuation.

The cost of providing other long-term benefits is determined based on independent actuarial valuation carried out as at the end of each financial year.

Employee Share Based Payments:

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on amortised basis over the vesting period, based on the Groups estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in statement of profit and loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve.

Short term employee benefits

Short term employee benefits are employee benefits that are expected to be settled wholly before 12 months after the end of the reporting period in which the employees render the related service. Short term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid, if the Group has a present obligation to pay this amount as a result of past service provided by the employee, and the amount of obligation can be estimated reliably.

Income taxes

Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year. Current and deferred taxes are recognised in Statement of Profit and Loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively.

Current tax

Current income tax for current and prior period is recognised at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are substantively enacted at the end of reporting period.

Current income taxes are recognised in the statement of profit and loss except for items those are recognised outside profit or loss (either in other comprehensive income or in equity), related tax for such items are recognised either in Other Comprehensive income or in Equity.

Advance taxes and provisions for current income taxes are presented in the balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction and where the relevant tax paying units intends to settle the asset and liability on a net basis.

Deferred tax

Deferred tax is recognized using the balance sheet approach. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on tax rates that have been enacted or substantively enacted at the reporting date.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred tax asset to be recovered.

Deferred tax liabilities are generally recognised for all taxable temporary differences except for investment in subsidiary and associate, when the timings of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

The Group offsets deferred tax assets and deferred tax liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Property, plant and equipment

Recognition and measurement

The cost of an item of property, plant and equipment shall be recognised as an asset if, and only if it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

All items of property, plant and equipment are stated at historical cost less accumulated depreciation and impairment losses, if any. Historical cost includes expenses directly attributable to the acquisition of an asset.

Cost of an item of property, plant and equipment comprises of its purchase price (after deducting trade discounts and rebates) including import duties and non-refundable taxes, any directly attributable cost of bringing the item to its working condition for its intended use and estimated costs of dismantling and removing the item and restoring the site on which it is located.

Advances paid towards the acquisition of property, plant and equipment and the cost of property, plant and equipment not ready for use before the reporting date are disclosed separately in the property and equipment schedule.

Improvements to leasehold premises are amortised over the primary lease period subject to a maximum period of five years.

Subsequent expenditure

Subsequent costs are included in the asset s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit and loss during the reporting period in which they are incurred.

Depreciation

Depreciation on property, plant and equipment is recognised using Straight Line Method (SLM) to expense the cost less residual values over estimated useful lives as prescribed under schedule II of Companies Act, 2013. Estimated useful lives of property, plant and equipment as stipulated under Schedule II of the Companies Act, 2013 and adopted by management for various block of assets in as under:

Assets Useful life
(in years)
Office Premises 60
Computers- Servers and networks 6
Computers- End user devices, such as, desktops, laptops, etc. 3
Furniture and fixtures 10
Office Equipment (including Electrical Installation & Building Management systems) 5
Glow Sign Board 2
Vehicles 8

Depreciation on assets purchased or sold during the year is recognised in the statement of profit and loss on a pro-rata basis from the date of addition or as the case may be, up to the date on which the asset is sold.

All fixed assets individually costing less than 5,000 are fully depreciated in the year of purchase/acquisition.

Estimated useful lives and residual values are reviewed at the end of each financial year and changes, if any, are accounted prospectively.

Capital work in progress

Projects under which property plant and equipment are not ready for their intended use are carried at cost less accumulated impairment losses. Cost comprises direct cost, inclusive of taxes, duties, freight, and other incidental expenses.

Intangible assets

Recognition and measurement

Intangible assets are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss, if any.

Initial cost of software implementation is capitalised and any subsequent maintenance cost or enhancement cost are expensed out to statement of profit and loss unless it meets recognition criteria.

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation expense is recognised on a straight-line basis over their estimated useful lives in the statement of profit and loss. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

Useful lives of intangible assets

Estimated useful lives of the intangible assets adopted by management are as follows:

Useful lives Method of depreciation /
Description of assets
(In years) amortization
Computer software 3-6 years SLM
Website development cost 3 years SLM
Copyright licenses 5 years SLM

Intangible assets under development

The intangible asset under development includes cost of intangible assets that are not ready for their intended use less accumulated impairment losses (if any).

De-recognition of PPE and Intangible Assets

Carrying amount (net of accumulated depreciation and amortisation) of property, plant and equipment and intangible asset is derecognised upon its disposal or when no future economic benefits are expected to arise from the continued use of the asset.

Any gains or losses arising on such disposal is determined based on difference between net proceeds and carrying amount and such gains or losses are recognised in statement of profit and loss.

Provisions, contingent liability and contingent asset

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

The expenses relating to a provision is presented in the statement of profit and loss net of any reimbursement.

Provisions are measured at the present value of management s best estimate of the expenditure required to settle the present obligation at the end of reporting period. The discount rate used to determine the present value is pre-tax rate that reflects current market assessments of the time value of money and the risk specified to the liability. The increase in provision due to passage of time is recognised as finance cost.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received, and the amount of the receivable can be measured reliably.

Contingent liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured with sufficient reliability. The Group does not recognize a contingent liability but discloses its existence in the Restated Financial Information unless the possibility of an outflow of economic resources is considered remote.

Contingent Liabilities in respect of show cause notices are considered only when converted into demands.

Loss contingencies arising from claims, litigation, assessment, fines, penalties, etc. are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.

Contingent asset

A contingent asset is not recognised but disclosed in the Restated Financial Information where an inflow of economic benefit is probable.

Capital commitments include the amount of purchase order (net of advance) issued to counterparties for supplying/ development of assets and other commitment represent the amounts pertaining to investments which have been committed but not called for.

Provisions, contingent assets, contingent liabilities and commitments are reviewed at each balance sheet date.

Financial instruments

Initial recognition

The Group recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. All financial assets and liabilities are recognized at fair value on initial recognition, except for trade receivables which are initially measured at transaction price.

Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the Group changes its business model for managing financial assets.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as measured at FVTPL:

the asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A financial asset is measured at Fair Value through Other Comprehensive Income ( FVOCI ) if it meets both of the following conditions and is not designated as measured at FVTPL:

the asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. On initial recognition, the Group may irrevocably designate a financial asset as measured at FVTPL that otherwise meets the requirements to be measured at amortised cost or at FVOCI, if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Assessment whether contractual cash flows are solely payments of principal and interest (SPPI)

For the purposes of this assessment, principal is defined as the fair value of the financial asset on initial recognition. Interest is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers:

contingent events that would change the amount or timing of cash flows;

terms that may adjust the contractual coupon rate, including variable interest rate features; prepayment and extension features; and

terms that limit the Group s claim to cash flows from specified assets.

Subsequent measurement and gains and losses:

Financial assets carried at amortised cost

These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment losses are recognised in the Statement of Profit and Loss. Any gain or loss on derecognition is recognised in the Statement of Profit and Loss.

Financial assets at FVTPL

These assets are subsequently measured at fair value. Net gains and losses, any interest or dividend income, are recognised and are presented separately in the Statement of Profit and Loss.

Derecognition of Financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

Impairment of financial assets

In accordance with Ind AS 109, the Group uses Expected Credit Loss (ECL) model, for evaluating impairment of financial assets other than those measured at fair value through profit or loss (FVTPL).

Expected credit losses are measured through a loss allowance at an amount equal to:

The 12-months expected credit losses (expected credit losses that result from those default events on the financial instrument that are possible within 12 months after the reporting date); or

Full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument)

For trade receivables Group applies simplified approach which requires expected lifetime losses to be recognised from initial recognition of the receivables. The Group uses historical default rates to determine impairment loss on the portfolio of trade receivables. At every reporting date, these historical default rates are reviewed and changes in the forward-looking estimates are analysed.

For other assets, the Group uses 12-month ECL to provide for impairment loss where there is no significant increase in credit risk. If there is significant increase in credit risk full lifetime ECL is used.

Expected credit losses are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e., the difference between the cash flows due to the Group in accordance with the contract and the cash flows which the Group expects to receive). Expected credit losses are discounted at the effective interest rate of the financial asset.

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.

Write off

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Group determines that the counter party does not have assets or sources of income that could generate cash flows to repay the amounts. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group s procedures for recovery of amounts due.

Financial liabilities

Financial liabilities are subsequently carried at amortized cost. For trade and other payables maturing within one year from the Balance Sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.

Derecognition of financial liabilities

The Group derecognises financial liabilities when the Group s obligations are discharged, cancelled or have expired.

Equity instruments:

All equity investments in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for trading are classified as at FVTPL. For all other equity instruments, the Group decides to classify the same either as at FVTOCI or FVTPL. The Group makes such election on an instrument-by instrument basis. The classification is made on initial recognition and is irrevocable. If the Group decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to Statement of Profit and Loss, even on sale of investment. However, the Group may transfer the cumulative gain or loss within equity.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the Statement of Profit and Loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

Earnings per share

The basic earnings per share is computed by dividing the net profit after tax by the weighted average number of equity shares outstanding during the year.

The diluted earnings per share is computed by dividing profit after tax attributable to the equity shareholders adjusted for the effects of all dilutive potential ordinary shares by the weighted average number of equity shares outstanding plus the weighted average number of equity shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares. Dilutive potential equity shares are deemed converted as at the beginning of the period, unless issued at a later date. Dilutive potential equity shares are determined independently for each period presented.

The number of equity shares used in computing diluted earnings per share comprises the weighted average number of shares considered for deriving basic earnings per share and also weighted average number of equity shares which would have been issued on the conversion of all dilutive potential shares, unless they are anti-dilutive.

Dividends

Final dividends on shares are recorded as a liability on the date of approval by the shareholders and interim dividends are recorded as a liability on the date of declaration by the companys Board of Directors.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, call deposits and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.

Impairment of Non- Financial assets

The Group s non-financial assets, other than deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset s recoverable amount is estimated.

The recoverable amount of an asset is the higher of its value in use and its fair value. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to it.

An impairment loss is recognized if the carrying amount of an asset exceeds its estimated recoverable amount. Impairment losses are recognized in the Restated Statement of Profit and Loss.

In respect of other assets for which impairment loss has been recognised in prior periods, the Group reviews at each reporting date whether there is any indication that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. Such a reversal is made only to the extent that the asset s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Reversal of impairment loss is recognised as income in the Restated Statement of Profit and Loss.

Impairment of investment in associate

The Company reviews its carrying value of investments in associate when there is indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for. Determining whether the investment in associate is impaired requires an estimate in the value in use of investments.

Operating Segments

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker ( CODM ). The CODM s function is to allocate the resources of the Group and assess the performance of the operating segments of the Group.

PRINCIPAL COMPONENTS OF THE RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS

Total Income

Our total income comprises revenue from operations and other income.

Revenue from Operations

Our revenue from operations comprises asset management fees, which are further categorised into:

Management fees: Fees earned from managing mutual fund schemes of SBI Mutual Fund. These fees are calculated as a percentage of the daily net assets of each scheme and are recognised on an accrual basis. The fee rates vary based on the asset class (equity, debt, hybrid), scheme characteristics, and average AUM levels, with equity-oriented schemes generally carrying higher management fee rates than debt-oriented schemes.

Portfolio management and other advisory fees: Fees earned from providing portfolio management services to PMS clients and advisory services to customers. These fees are recognised in accordance with the terms of the respective mandates and service agreements.

Management fees constituted 96.47%, 95.55%, and 97.01% of our total revenue from operations for Fiscal 2026, Fiscal 2025, and Fiscal 2024, respectively, whilst portfolio management and other advisory fees constituted 3.53%, 4.45%, and 2.99% for the respective periods.

Our revenue from operations is primarily driven by the size and composition of our AUM, the investment performance of our schemes, gross inflows and redemptions, the mix of AUM across different asset classes and scheme types with varying fee structures, regulatory limits on Total Expense Ratios, competitive dynamics affecting fee rates, and the quantum of scheme expenses including distribution commissions.

Other Income

Our other income primarily comprises:

Net gain/(loss) on financial instruments at fair value through profit or loss ( FVTPL ): Gains or losses arising from changes in the fair value of our investments in mutual fund units, equity instruments, units of alternative investment funds, and units of Infrastructure Investment Trusts ( InvITs ). These gains/losses include both realised gains/losses from sale of investments and unrealised mark-to-market gains/losses on investments held at the period end. The quantum of FVTPL gains is significantly influenced by equity market performance, interest rate movements, and the deployment strategy for our surplus funds.

Net gain on sale of financial instruments under amortised cost category.

Interest income on debt securities: Interest earned on our investments in debt securities measured at amortised cost.

Interest income on deposits with banks: Interest earned on fixed deposits and other deposits maintained with banks.

Distribution Income on financial assets measured at FVTPL: Distribution Income on investments in InvITs and alternative investment funds.

Dividend income: Dividend received from investments in mutual fund units and preference shares.

Other miscellaneous income: Including net gain on sale of property, plant and equipment, interest on income tax refunds, net gain on foreign currency transactions and translations, and other income. Other income constituted 11.79%, 15.07%, and 21.47% of our total income for Fiscal 2026, 2025, and Fiscal 2024, respectively. The volatility in other income as a percentage of total income reflects the market-sensitive nature of FVTPL gains/losses and the varying deployment levels of surplus funds across periods.

Expenses

Our expenses comprise finance costs, scheme expenses, employee benefits expenses, depreciation and amortisation expenses, and other expenses.

Finance costs: Primarily comprise interest on lease liabilities recognised under Ind AS 116 for our leased office premises and other leased assets.

Scheme expenses: Primarily comprise of expenses relating to new fund offer and recurring expenses of SBI Mutual Fund in accordance with the requirements of SEBI (Mutual Fund) Regulations, 1996 and brokerage for Portfolio Management and Alternative Investment Schemes as per the terms of agreement entered with respective brokers.

Employee benefits expenses: Comprise salaries, allowances and bonus paid to our employees, contributions to provident fund and other defined contribution plans, gratuity and other post-employment benefit obligations, employee stock option expenses (being non-cash expenses recognised at fair value of options granted), and staff welfare expenses.

Employee stock option expenses are non-cash charges arising from equity-settled share-based payment transactions and do not impact our cash flows. These charges are recognised in the Statement of Profit and Loss whilst correspondingly increasing the Share option outstanding account under Other Equity. Upon exercise of employee stock options and allotment of shares, the balance of Share option outstanding account is transferred from Share option outstanding account to Securities Premium, thereby remaining neutral to total equity.

Depreciation and amortisation expenses: Comprise depreciation on property, plant and equipment (including buildings, computer equipment, furniture and fixtures, office equipment, and vehicles), amortisation of intangible assets, and depreciation on right-of-use assets recognised under Ind AS 116 for leased premises and other leased assets.

Other expenses: Comprise software and IT costs, royalty paid to State Bank of India for use of the SBI logo and brand, Corporate Social Responsibility expenditure, advertising, publicity and business promotion expenses, legal and professional fees, outsourced manpower services costs, communication costs, travelling and conveyance, recruitment and training, rent, taxes and energy costs, membership and subscription fees, repairs and maintenance, auditors remuneration, directors sitting fees, and other miscellaneous operating expenses.

Our expense structure reflects the asset-light business model of an asset management company, with employee costs and technology/operational infrastructure being the primary cost drivers. Our total expenses as a percentage of total income were 19.50%, 20.57%, and 21.96% for Fiscal 2026, 2025 and 2024, respectively, demonstrating improving operating leverage as we scale.

Share of Profit of Associate

We hold 20% of the outstanding equity interest in SBI Pension Funds Private Limited which is accounted for as an associate under the equity method. Our share of the profit or loss of this associate is recognised in the Statement of Profit and Loss.

Tax Expense

Our tax expense comprises current income tax and deferred tax charge or credit.

Current income tax: Represents the tax payable on our taxable income for the period, calculated in accordance with the provisions of the Income Tax Act, 1961. We have opted for the concessional tax rate under Section 115BAA of the Income Tax Act, 1961, which provides for a corporate tax rate of 25.17% (including applicable surcharge and cess).

Deferred tax: Represents the tax effect of temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Significant temporary differences arise from fair value gains/losses on investments in financial instruments measured at FVTPL, differences in depreciation rates for accounting and tax purposes, provisions for employee benefits, and lease accounting under Ind AS 116.

Our effective tax rate for Fiscal 2026, Fiscal 2025, and Fiscal 2024 was 23.78%, 24.93% and 22.94%, respectively. The variation in effective tax rates across periods is influenced by the mix of business income and capital gains, and changes in temporary differences affecting deferred tax.

RESULTS OF OPERATIONS

Fiscal 2026 compared with Fiscal 2025

The following table sets forth our results of operations for Fiscal 2026 and Fiscal 2025:

Particulars Fiscal 2026 % of Total Fiscal 2025 % of Total Increase / % Change
Income Income (Decrease)
( in million, except percentages)
Revenue from operations
Management fees 42,344.92 85.10% 34,377.87 81.15% 7,967.05 23.17%
Portfolio 1,549.96 3.11% 1,599.70 3.78% (49.74) (3.11%)
management & other
advisory fees
Total revenue from 43,894.88 88.21% 35,977.57 84.93% 7,917.31 22.01%
operations
Other income 5,866.18 11.79% 6,383.94 15.07% (517.76) (8.11%)
Total income 49,761.06 100.00% 42,361.51 100.00% 7,399.55 17.47%
Expenses
Finance costs 91.17 0.18% 86.03 0.20% 5.14 5.97%
Scheme expenses 717.12 1.44% 644.57 1.52% 72.55 11.26%
Employee benefits 4,410.10 8.86% 4,210.84 9.94% 199.26 4.73%
expense
Depreciation and 438.37 0.88% 400.01 0.94% 38.36 9.59%
amortisation
Other expenses 4,049.40 8.14% 3,376.68 7.97% 672.72 19.92%
Total expenses 9,706.16 19.50% 8,718.13 20.57% 988.03 11.33%
Particulars Fiscal 2026 % of Total Fiscal 2025 % of Total Increase / % Change
Income Income (Decrease)
( in million, except percentages)
Profit before 40,054.90 80.50% 33,643.38 79.43% 6,411.52 19.06%
exceptional items
and tax
Exceptional items - - - - - -
Profit before tax 40,054.90 80.50% 33,643.38 79.43% 6,411.52 19.06%
Share of profit / 143.21 0.29% 146.21 0.35% (3.00) (2.05%)
(loss) of associate
Tax expense
Current tax 9,846.60 19.79% 7,704.94 18.19% 2,141.66 27.80%
Deferred Tax Charge (322.25) (0.65%) 683.11 1.61% (1,005.36) (147.17)
/ (Credit)
Total tax expense 9,524.35 19.14% 8,388.05 19.80% 1,136.30 13.55%
Profit after tax 30,673.76 61.65% 25,401.54 59.98% 5,272.22 20.76%

Revenue from Operations

Total revenue from operations increased by 22.01% from 35,977.57 million in Fiscal 2025 to 43,894.88 million in Fiscal 2026, an increase of 7,917.31 million. This increase was driven by growth in management fees, partially offset by a marginal decrease in portfolio management and other advisory fees.

Management Fees

The table below provides details of our average assets under management for Fiscal 2026 and Fiscal 2025:

Particulars Fiscal 2026 Fiscal 2025
AAUM ** % of Total AAUM AAUM ** % of Total AAUM
(in billion) (in billion)
Equity and Equity Oriented 5,205.30 42.82% 4,566.39 42.40%
Debt 1,721.75 14.16% 1,421.73 13.20%
Exchange Traded Funds and Index 3,867.33 31.83% 3,561.10 33.07%
Arbitrage 393.09 3.23% 313.91 2.91%
Liquid & Overnight Schemes 938.54 7.72% 900.76 8.36%
Offshore Fund 6.47 0.05% 6.12 0.06%
Specialised Investment Fund 23.05 0.19% - -
Mutual Fund Total* 12,155.53 100.00% 10,770.02 100.00%

(*) Note: excludes AUM from unclaimed schemes and Domestic Fund of Fund schemes.

(**) Note: AAUM represents the average of the daily closing assets under management of the relevant scheme, as computed from records maintained by the fund accountant, over the relevant financial year.

Portfolio Management and Other Advisory Fees

Portfolio management and other advisory fees decreased by 3.11% from 1,599.70 million in Fiscal 2025 to 1,549.96 million in Fiscal 2026, a decrease of 49.74 million.

Other Income

Other income decreased by 8.11% from 6,383.94 million in Fiscal 2025 to 5,866.18 million in Fiscal 2026, a decrease of 517.76 million. Details are as follows:

Net gain on financial instruments classified as FVTPL decreased by 12.08% from 4,655.65 million in Fiscal 2025 to 4,093.36 million in Fiscal 2026, a decrease of 562.29 million. The net gain on financial instruments includes realised gains on financial instruments sold and unrealised mark-to-market gains or losses on outstanding financial instruments.

Net gain on sale of financial instruments under the amortised cost category was 82.42 million in Fiscal 2026 compared to nil in Fiscal 2025, representing a new income line arising from disposals of debt securities classified at amortised cost during the year.

Interest income on debt securities decreased by 5.46% from 1,608.53 million in Fiscal 2025 to 1,520.64 million in Fiscal 2026, a decrease of 87.89 million, primarily reflecting the lower average investment in debt securities following the reduction in the overall investment portfolio consequent to the large dividend distributions during the year.

Distribution income on investments in InvITs increased significantly by 165.71% from 34.65 million in Fiscal 2025 to 92.07 million in Fiscal 2026, an increase of 57.42 million, due to increased investment in InvIT units for portfolio diversification.

Interest income on investments in AIFs decreased by 48.77% from 36.70 million in Fiscal 2025 to 18.80 million in Fiscal 2026, a decrease of 17.90 million, on account of lower distributions received from AIF investments.

Finance Costs

Finance costs increased by 5.97% from 86.03 million in Fiscal 2025 to 91.17 million in Fiscal 2026, an increase of 5.14 million. Finance costs comprise entirely of interest on lease liabilities under Ind AS 116, reflecting our leased office premises and other leased assets, with the increase in line with the expanded right-of-use asset portfolio following new lease additions during Fiscal 2026.

Scheme Expenses

Scheme expenses increased by 11.26% from 644.57 million in Fiscal 2025 to 717.12 million in Fiscal 2026, an increase of 72.55 million, primarily reflecting growth in fund accounting and custodial charges in line with expansion of assets under management, as well as higher brokerage and processing fees on PMS and AIF mandates.

Employee Benefits Expense

Employee benefits expense increased by 4.73% from 4,210.84 million in Fiscal 2025 to 4,410.10 million in Fiscal 2026, an increase of 199.26 million.

Key movements in employee benefits expense:

Salaries, allowances and bonus increased by 3.55% from 3,583.04 million in Fiscal 2025 to 3,710.15 million in Fiscal 2026, an increase of 127.11 million, reflecting annual salary increments and headcount additions during the year.

Contribution to provident and other funds increased by 50.26% from 183.18 million in Fiscal 2025 to 275.24 million in Fiscal 2026, an increase of 92.06 million. This increase includes a one-time past service cost of 49.40 million towards the defined benefit plan for gratuity arising from changes under the new labour code during Fiscal 2026. Excluding this one-time charge, the underlying increase in provident and other fund contributions would be 42.66 million or 23.29%, reflecting normal growth in line with salary increases and headcount expansion.

Employee stock option expenses decreased by 23.26% from 287.32 million in Fiscal 2025 to 220.48 million in Fiscal 2026, a decrease of 66.84 million. The decrease in employee stock option expenses is mainly due to a combination of factors, including the completion of vesting for earlier grants, the timing of the grant month and the change in grant-date fair value.

Staff welfare expenses increased by 29.83% from 157.30 million in Fiscal 2025 to 204.23 million in Fiscal 2026, an increase of 46.93 million, reflecting higher employee welfare initiatives and increased workforce engagement activities during the year.

As a percentage of total income, employee benefits expense decreased from 9.94% in Fiscal 2025 to 8.86% in Fiscal 2026, a reduction of 1.08 percentage points, reflecting strong operating leverage as revenue from operations grew by 22.01% whilst employee costs grew by only 4.73%.

Depreciation and Amortisation Expense

Depreciation and amortisation expense increased by 9.59% from 400.01 million in Fiscal 2025 to 438.37 million in Fiscal 2026, an increase of 38.36 million.

Key movements in depreciation and amortisation expense :

Depreciation on property, plant and equipment increased by 23.94% from 93.78 million in Fiscal 2025 to 116.23 million in Fiscal 2026, an increase of 22.45 million. The increase is primarily on account of full-year depreciation on the new owned office building which was capitalised in December 2025 and accordingly attracted only a partial year s depreciation charge in Fiscal 2025.

Depreciation on right-of-use assets increased by 7.71% from 278.25 million in Fiscal 2025 to 299.70 million in Fiscal 2026, an increase of 21.45 million, reflecting expansion of the leased office premises and computer equipment lease portfolio following new right-of-use asset additions during the year. The increase is primarily attributable to higher depreciation on leased buildings ( 247.41 million in Fiscal 2026 compared to 222.91 million in Fiscal 2025, an increase of 24.50 million) and leased computers ( 48.22 million in Fiscal 2026 compared to 47.26 million in Fiscal 2025, an increase of 0.96 million), partially offset by lower depreciation on leased vehicles ( 4.07 million in Fiscal 2026 compared to 8.08 million in Fiscal 2025, a decrease of 4.01 million) due to lease terminations during the year.

Amortisation on other intangible assets decreased by 19.80% from 27.98 million in Fiscal 2025 to 22.44 million in Fiscal 2026, a decrease of 5.54 million, primarily on account of lower amortisation on website development costs ( 20.54 million in Fiscal 2026 compared to 22.87 million in Fiscal 2025) and lower amortisation on computer software ( 1.55 million compared to 4.93 million in Fiscal 2025) as existing software assets became fully amortised, partially offset by higher amortisation on copyright licences ( 0.35 million compared to 0.18 million in Fiscal 2025).

Other Expenses

Other expenses increased by 19.92% from 3,376.68 million in Fiscal 2025 to 4,049.40 million in Fiscal 2026, an increase of 672.72 million.

Key movements in other expenses:

Software and IT costs increased by 18.16% from 663.19 million to 783.62 million, an increase of 120.43 million.

The increase is mainly on account of new software licences and subscriptions, cloud infrastructure expansion, cybersecurity and digital support costs.

Advertising, publicity and business promotion increased significantly by 42.07% from 477.32 million to 678.15 million, an increase of 200.83 million. The increase is primarily on account of brand promotion and investor awareness campaigns, sales convention meets and IFA distribution meets.

Royalty to SBI for logo increased by 22.72% from 412.59 million to 506.32 million, an increase of 93.73 million, primarily because royalty for Fiscal 2026 is calculated on the basis of the profit after tax for Fiscal 2025, which increased by 22.55% compared to Fiscal 2024.

Corporate Social Responsibility expenses increased by 28.85% from 352.98 million to 454.81 million, an increase of 101.83 million, reflecting higher mandatory CSR spending computed under Section 135 of the Companies Act,

2013, in line with higher average net profits of the Company during the preceding three financial years.

Outsourced manpower services increased by 5.43% from 433.76 million to 457.31 million, an increase of 23.55 million, reflecting growth in business support and operations headcount on an outsourced basis.

Recruitment and training increased significantly by 162.64% from 24.44 million to 64.19 million, an increase of 39.75 million, reflecting higher hiring activity and investment in employee training and development programmes during Fiscal 2026.

Miscellaneous expenses decreased by 24.73% from 123.01 million to 92.59 million, a decrease of 30.42 million.

Tax Expense

Total tax expense increased by 13.55% from 8,388.05 million in Fiscal 2025 to 9,524.35 million in Fiscal 2026, an increase of 1,136.30 million.

Current tax increased by 27.80% from 7,704.94 million in Fiscal 2025 to 9,846.60 million in Fiscal 2026, an increase of 2,141.66 million, reflecting higher taxable profits during the year.

Deferred tax reversed from a charge of 683.11 million in Fiscal 2025 to a credit of 322.25 million in Fiscal 2026, a favourable movement of 1,005.36 million. This significant movement primarily relates to the reduction in the investment portfolio balance. As total investments (at FVTPL) decreased from 80,542.80 million as at March 31, 2025 to 56,328.76 million as at

March 31, 2026, driven by large redemptions to fund the two interim dividend tranches, the associated deferred tax liability on unrealised fair value gains reduced correspondingly, resulting in a net deferred tax credit for Fiscal 2026.

Profit After Tax

As a result of the above, profit after tax increased by 20.76% from 25,401.54 million in Fiscal 2025 to 30,673.76 million in Fiscal 2026, an increase of 5,272.22 million. PAT margin improved from 59.98% in Fiscal 2025 to 61.65% in Fiscal 2026, reflecting strong operating leverage as total income grew by 17.47% whilst total expenses grew by only 11.33%, combined with a lower effective tax rate.

Fiscal 2025 compared with Fiscal 2024

The following table sets forth our results of operations for Fiscal 2025 and Fiscal 2024:

Particulars Fiscal 2025 % of Total Fiscal 2024 % of Total Increase / % Change
Income Income (Decrease)
( in millions, except percentages)
Revenue from operations
Management fees 34,377.87 81.15% 26,101.82 76.19% 8,276.05 31.71%
Portfolio 1,599.70 3.78% 803.76 2.34% 795.94 99.03%
management & other
advisory fees
Total revenue from 35,977.57 84.93% 26,905.58 78.53% 9,071.99 33.72%
operations
Other income 6,383.94 15.07% 7,355.21 21.47% (971.27) (13.21%)
Total income 42,361.51 100.00% 34,260.79 100.00% 8,100.72 23.64%
Expenses
Finance costs 86.03 0.20% 77.11 0.22% 8.92 11.57%
Scheme expenses 644.57 1.52% 488.35 1.43% 156.22 31.99%
Employee benefits 4,210.84 9.94% 3,683.89 10.75% 526.95 14.30%
expense
Depreciation and 400.01 0.94% 374.90 1.09% 25.11 6.70%
amortisation
Other expenses 3,376.68 7.97% 2,900.32 8.47% 476.36 16.42%
Total expenses 8,718.13 20.57% 7,524.57 21.96% 1,193.56 15.86%
Profit before 33,643.38 79.43% 26,736.22 78.04% 6,907.16 25.83%
exceptional items
and tax
Exceptional items - - - - - -
Profit before tax 33,643.38 79.43% 26,736.22 78.04% 6,907.16 25.83%
Share of profit of 146.21 0.35% 124.85 0.36% 21.36 17.11%
associate
Tax expense
Current tax 7,704.94 18.19% 5,507.41 16.07% 2,197.53 39.90%
Deferred tax 683.11 1.61% 625.81 1.83% 57.30 9.16%
Total tax expense 8,388.05 19.80% 6,133.22 17.90% 2,254.83 36.76%
Profit after tax 25,401.54 59.98% 20,727.85 60.50% 4,673.69 22.55%

Revenue from Operations

Total revenue from operations increased by 33.72% from 26,905.58 million in Fiscal 2024 to 35,977.57 million in Fiscal 2025, an increase of 9,071.99 million. This growth was driven by strong increases in both management fees and portfolio management & advisory fees.

Management Fees

Management fees increased by 31.71% from 26,101.82 million in Fiscal 2024 to 34,377.87 million in Fiscal 2025, an increase of 8,276.05 million. This increase was primarily attributable to growth in average assets under management across our mutual fund schemes.

The table below provides details of our average assets under management for Fiscal 2025 and Fiscal 2024:

Particulars Fiscal 2025 Fiscal 2024
AAUM ** % of Total AAUM AAUM ** % of Total AAUM
(in billion) (in billion)
Equity and Equity Oriented 4,566.39 42.40% 3,157.32 37.11%
Debt 1,421.73 13.20% 1,326.41 15.59%
Exchange Traded Funds and Index 3,561.10 33.07% 2,982.35 35.04%
Arbitrage 313.91 2.91% 188.67 2.22%
Liquid & Overnight Schemes 900.76 8.36% 849.74 9.99%
Offshore Fund 6.12 0.06% 4.15 0.05%
Mutual Fund Total* 10,770.02 100.00% 8,508.64 100.00%

(*) Note: excludes AUM from unclaimed schemes and Domestic Fund of Fund schemes.

(**) Note: AAUM represents the average of the daily closing assets under management of the relevant scheme, as computed from records maintained by the fund accountant, over the relevant period/financial year.

Portfolio Management and Other Advisory Fees

Portfolio management and other advisory fees increased significantly by 99.03% from 803.76 million in Fiscal 2024 to 1,599.70 million in Fiscal 2025, an increase of 795.94 million, nearly doubling during the fiscal year.

This significant growth reflected expansion of our PMS business in international business including advisory. The Portfolio

Management and Other Advisory Fees for international business and domestic retail increased by 638.34 million and 105.44 million respectively.

Other Income

Other income decreased by 13.21% from 7,355.21 million in Fiscal 2024 to 6,383.94 million in Fiscal 2025, a decrease of 971.27 million. Details are as follows:

Net gain on financial instruments at FVTPL decreased by 20.09% from 5,826.24 million in Fiscal 2024 to 4,655.65 million in Fiscal 2025, a decrease of 1,170.59 million.

Interest income on debt securities increased by 11.45% from 1,443.25 million in Fiscal 2024 to 1,608.53 million in Fiscal 2025, an increase of 165.28 million, reflecting stable deployment in debt securities and the prevailing interest rate environment.

Distribution income on investments in InvIT units was 34.65 million in Fiscal 2025, a new income stream as InvIT investments commenced during Fiscal 2025.

Interest on income tax refund decreased from 11.85 million in Fiscal 2024 to 0.01 million in Fiscal 2025, a decrease of 11.84 million, reflecting a one-time refund received in Fiscal 2024.

Finance Costs

Finance costs increased by 11.57% from 77.11 million in Fiscal 2024 to 86.03 million in Fiscal 2025, an increase of 8.92 million. Finance costs comprise entirely of interest on lease liabilities under Ind AS 116 as the Company expanded its leased office premises to accommodate business growth.

Scheme Expenses

Scheme expenses increased by 31.99% from 488.35 million in Fiscal 2024 to 644.57 million in Fiscal 2025, an increase of 156.22 million.

Employee Benefits Expense

Employee benefits expense increased by 14.30% from 3,683.89 million in Fiscal 2024 to 4,210.84 million in Fiscal 2025, an increase of 526.95 million.

Key movements in employee benefits expense:

Salaries, allowances and bonus increased by 17.95% from 3,037.77 million in Fiscal 2024 to 3,583.04 million in Fiscal 2025, an increase of 545.27 million. The increase in salaries, allowances and bonus is mainly on account of annual increments and increase in headcount of employees from 1,408 as at March 31, 2024 to 1,566 as at March 31, 2025.

Contribution to provident and other funds decreased by 24.22% from 241.72 million in Fiscal 2024 to 183.18 million in Fiscal 2025, a decrease of 58.54 million . The decrease in contribution to provident and other funds is mainly on account of changes in actuarial assumptions related to rate of salary increase.

Employee stock option expenses increased by 3.06% from 278.78 million in Fiscal 2024 to 287.32 million in Fiscal 2025, an increase of 8.54 million, remaining relatively stable.

Staff welfare expenses increased by 25.22% from 125.62 million in Fiscal 2024 to 157.30 million in Fiscal 2025, an increase of 31.68 million.

As a percentage of total income, employee benefits expense decreased from 10.75% in Fiscal 2024 to 9.94% in Fiscal 2025, reflecting strong operating leverage as total income grew by 23.64% whilst employee benefits expense grew by 14.30%.

Depreciation and Amortisation Expense

Depreciation and amortisation expense increased by 6.70% from 374.90 million in Fiscal 2024 to 400.01 million in Fiscal 2025, an increase of 25.11 million.

Key movements in depreciation and amortisation expenses:

Depreciation on property, plant and equipment decreased marginally by 3.11% from 96.79 million in Fiscal 2024 to 93.78 million in Fiscal 2025, a decrease of 3.01 million, despite additions to property, plant and equipment during Fiscal 2025.

Depreciation on right-of-use assets increased by 9.77% from 253.48 million in Fiscal 2024 to 278.25 million in

Fiscal 2025, an increase of 24.77 million, primarily due to expansion of leased office premises.

Other Expenses

Other expenses increased by 16.42% from 2,900.32 million in Fiscal 2024 to 3,376.68 million in Fiscal 2025, an increase of 476.36 million.

Key movements in other expenses:

Software and IT costs increased by 24.08% from 534.49 million in Fiscal 2024 to 663.19 million in Fiscal 2025, an increase of 128.70 million. The Software and IT costs increased mainly on account of digital support costs.

Royalty to SBI for logo increased by 54.97% from 266.24 million in Fiscal 2024 to 412.59 million in Fiscal 2025, an increase of 146.35 million, primarily because royalty for Fiscal 2025 is calculated on the basis of the profit after tax for Fiscal 2024, which increased by 54.72% compared to Fiscal 2023.

Corporate Social Responsibility expenditure increased by 26.63% from 278.76 million in Fiscal 2024 to 352.98 million in Fiscal 2025, an increase of 74.22 million, reflecting CSR obligations on higher profits in Fiscal 2025.

Miscellaneous expenses increased significantly by 152.64% from 48.69 million in Fiscal 2024 to 123.01 million in Fiscal 2025, an increase of 74.32 million. Miscellaneous expenses increased significantly account of one-time compensation to investors for restatement of unit balance amounting to 49.20 million in investor account.

Advertising, publicity and business promotion decreased marginally by 2.35% from 488.79 million in Fiscal 2024 to 477.32 million in Fiscal 2025, a decrease of 11.47 million, whilst revenue from operations increased by 33.72%, indicating significantly improved marketing efficiency and return on marketing investment.

Rent, taxes and energy costs increased by 36.31% from 71.68 million in Fiscal 2024 to 97.71 million in Fiscal 2025, an increase of 26.03 million. As a percentage of total income, other expenses decreased from 8.47% in Fiscal 2024 to 7.97% in Fiscal 2025, demonstrating operating leverage as our Company scaled.

Tax Expense

Total tax expense increased by 36.76% from 6,133.22 million in Fiscal 2024 to 8,388.05 million in Fiscal 2025, an increase of 2,254.83 million.

Current tax increased by 39.90% from 5,507.41 million in Fiscal 2024 to 7,704.94 million in Fiscal 2025, an increase of 2,197.53 million, reflecting higher taxable profits during Fiscal 2025.

Deferred tax increased by 9.16% from 625.81 million to 683.11 million, an increase of 57.30 million. The deferred tax charge primarily relates to temporary differences arising from fair value gains on investments measured at FVTPL. The deferred tax liability on fair value gains increased from 922.91 million (March 31, 2024) to 1,627.64 million (March 31, 2025), an increase of 704.73 million, reflecting the build-up of unrealised gains on investments during Fiscal 2025.

The effective tax rate increased from 22.94% in Fiscal 2024 to 24.93% in Fiscal 2025, an increase of 1.99 percentage points. The increase in effective tax rate is mainly on account of change in tax rates of capital gains and withdrawal of indexation benefit from July 2024 onwards.

Profit After Tax

As a result of the above, profit after tax increased by 22.55% from 20,727.85 million in Fiscal 2024 to 25,401.54 million in Fiscal 2025, an increase of 4,673.69 million. PAT margin decreased marginally from 60.50% in Fiscal 2024 to 59.98% in

Fiscal 2025, a decrease of 0.52 percentage points, primarily due to the higher effective tax rate and lower other income, partially offset by strong operating profit as revenue from operations grew by 33.72% whilst total expenses (excluding share of profit of associate) grew by only 15.86%.

LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of liquidity are cash flows from operations, comprising primarily investment management fees from mutual fund schemes and portfolio management and advisory fees. Our business model is inherently capital-light and cash-generative, requiring limited capital expenditure for ongoing operations. We have consistently generated positive operating cash flows across all periods under review.

Our principal uses of cash include employee compensation and benefits, technology and infrastructure investments, distribution and marketing expenses, royalty payments to State Bank of India for use of the SBI logo, corporate social responsibility expenditure, taxes, lease payments, and dividend distributions to shareholders.

As at March 31, 2026, we had total liquid resources of 197.39 million comprising cash and cash equivalents. Additionally, we had investments in financial instruments at fair value through profit or loss of 43,625.95 million, comprising primarily investments in mutual fund units of 42,707.88 million, alternative investment funds of 716.16 million and equity shares of 201.91 million, and investments of 12,702.80 million valued at amortised cost comprising debt securities, thereby providing a substantial liquidity cushion and treasury management flexibility.

Our liquidity position remains strong, and we believe that our current cash and cash equivalents, other bank balances, investments in liquid financial instruments, and cash flows from operations will be sufficient to meet our working capital requirements, planned capital expenditure, and other funding requirements for at least the next 12 months.

Cash Flows

The following table summarizes our cash flows for the years indicated:

Particulars Fiscal 2026 Fiscal 2025 Fiscal 2024
( in million)
Net cash generated from operating 24,876.04 19,923.76 14,382.06
activities
Net cash (used in)/generated from 29,744.68 (9,375.53) (13,049.07)
investing activities
Net cash (used in)/generated from (54,577.94) (10,430.48) (1,316.23)
financing activities
Net increase/(decrease) in cash and cash 42.78 117.75 16.76
equivalents
Cash and cash equivalents at beginning 154.58 36.83 20.07
of year
Exchange differences on translation 0.03 - -
Cash and cash equivalents at end of 197.39 154.58 36.83
year

Operating Activities

Fiscal 2026 compared with Fiscal 2025

Net cash generated from operating activities increased by 24.86% from 19,923.76 million in Fiscal 2025 to 24,876.04 million in Fiscal 2026, an increase of 4,952.28 million.

Operating profit before working capital changes increased from 28,078.08 million in Fiscal 2025 to 35,000.32 million in Fiscal 2026, an increase of 6,922.24 million, driven by strong profit before tax growth of 6,411.52 million and add-backs for non-cash items including depreciation and amortisation ( 438.37 million), unrealised mark-to-market losses on FVTPL investments ( 2,456.60 million compared to unrealised gains of 3,911.18 million in Fiscal 2025), offset by realised gains on FVTPL investments ( 6,549.96 million compared to 744.47 million in Fiscal 2025), net gains on sale of financial instruments under the amortised cost category ( 82.42 million, compared to nil in Fiscal 2025) and interest income on investments ( 1,631.51 million, comprising interest on debt securities, InvIT investments and AIF investments, compared to 1,679.88 million in Fiscal 2025).

Working capital changes resulted in a net cash inflow of 127.74 million in Fiscal 2026 compared to a net cash outflow of 416.36 million in Fiscal 2025, a favourable movement of 544.10 million. Key working capital movements in Fiscal 2026 included:

Decrease in trade receivables of 346.73 million compared to an increase of 151.95 million in Fiscal 2025, reflecting efficient collections.

Increase in other bank balances of 117.73 million compared to 221.75 million in Fiscal 2025, representing net placement of fixed deposits.

Increase in other non-financial assets of 132.88 million compared to 240.94 million in Fiscal 2025, primarily prepayments and advances.

Increase in other financial assets of 103.18 million compared to 13.93 million in Fiscal 2025, reflecting higher accrued income and other receivables.

Decrease in provisions of 5.30 million compared to an increase of 149.86 million in Fiscal 2025.

Increase in other non-financial liabilities of 52.87 million compared to 56.24 million in Fiscal 2025, primarily reflecting timing of statutory dues and other payables.

Income taxes paid (net of refunds) increased from 7,737.96 million in Fiscal 2025 to 10,252.02 million in Fiscal 2026, an increase of 2,514.06 million, reflecting higher taxable profits.

Fiscal 2025 compared with Fiscal 2024

Net cash generated from operating activities increased by 38.53% from 14,382.06 million in Fiscal 2024 to 19,923.76 million in Fiscal 2025, an increase of 5,541.70 million.

Operating profit before working capital changes increased from 20,149.89 million in Fiscal 2024 to 28,078.08 million in Fiscal 2025, an increase of 7,928.19 million, driven by strong profit before tax growth of 6,907.16 million and add-backs for non-cash items including depreciation and amortisation ( 400.01 million), unrealised mark-to-market losses on FVTPL investments ( 3,911.18 million compared to unrealised gains of 5,387.79 million in the prior period), offset by realised gains on FVTPL investments ( 744.47 million compared to 438.45 million in the prior period) and interest income on investments ( 1,679.88 million).

Working capital changes resulted in a net cash outflow of 416.36 million in Fiscal 2025 compared to a net cash outflow of 482.29 million in Fiscal 2024, a favourable movement of 65.93 million. Key working capital movements in Fiscal 2025 included:

Decrease in trade receivables of 151.95 million compared to 511.42 million, reflecting efficient collections.

Decrease in other bank balances of 221.75 million compared to 256.36 million (favourable to cash flow), as fixed deposits matured.

Increase in other non-financial assets of 240.94 million compared to 59.24 million, primarily prepayments and advances.

Decrease in provisions of 149.86 million compared to 187.75 million.

Income taxes paid (net of refunds) increased from 5,285.54 million in Fiscal 2024 to 7,737.96 million in Fiscal 2025, an increase of 2,452.42 million, reflecting higher taxable profits.

Investing Activities

Fiscal 2026 compared with Fiscal 2025

Net cash generated from investing activities was 29,744.68 million in Fiscal 2026 compared to net cash used in investing activities of 9,375.53 million in Fiscal 2025, a favourable movement of 39,120.21 million.

Key investing activities in Fiscal 2026 included:

Net realisation of investments: Proceeds from sale of investments of 147,536.02 million exceeded purchases of investments of 119,287.33 million, resulting in a net cash inflow of 28,248.69 million in Fiscal 2026. In Fiscal 2025, purchases of investments of 32,666.22 million exceeded proceeds from sale of investments of 23,048.33 million, resulting in a net cash outflow of 9,617.89 million, representing net deployment of surplus funds in financial instruments. The significantly higher gross investment activity and net realisation in Fiscal 2026 primarily reflects the redemption of equity mutual fund units to facilitate payment of interim dividends declared during the year.

Purchase of property, plant and equipment: Capital expenditure decreased significantly from 1,195.25 million in Fiscal 2025 to 277.92 million in Fiscal 2026, a decrease of 917.33 million, primarily because the major building capitalisation and related construction cash outflows were completed in Fiscal 2025, with no comparable large-scale capital projects undertaken in Fiscal 2026.

Interest and dividend income received: Total interest and dividend income received from investments was

1,775.40 million in Fiscal 2026 compared to 1,439.86 million in Fiscal 2025, an increase of 335.54 million, primarily reflecting higher interest income received from investments in debt securities ( 1,664.53 million compared to 1,368.35 million in Fiscal 2025) and higher interest received from InvIT investments ( 92.07 million compared to 34.65 million in Fiscal 2025).

Fiscal 2025 compared with Fiscal 2024

Net cash used in investing activities was 9,375.53 million in Fiscal 2025 compared to 13,049.07 million in Fiscal 2024, a favourable movement (reduction in cash outflow) of 3,673.54 million.

Key investing activities in Fiscal 2025 included:

Net deployment in investments: Purchases of investments of 32,666.22 million exceeded proceeds from sale of investments of 23,048.33 million, resulting in net cash outflow of 9,617.89 million, representing net deployment of surplus funds in financial instruments. In Fiscal 2024, net cash outflow on investments was 14,148.47 million, indicating lower net deployment in Fiscal 2025.

Purchase of property, plant and equipment: Capital expenditure increased significantly from 93.82 million in Fiscal 2024 to 1,195.25 million in Fiscal 2025, an increase of 1,101.43 million.

Interest and dividend income received: Total interest and dividend income received from investments was 1,439.86 million in Fiscal 2025 compared to 1,207.13 million in Fiscal 2024, an increase of 232.73 million.

Financing Activities

Fiscal 2026 compared with Fiscal 2025

Net cash used in financing activities was 54,577.94 million in Fiscal 2026 compared to 10,430.48 million in Fiscal 2025, an increase in cash outflow of 44,147.46 million.

Key financing activities in Fiscal 2026 included:

Dividend paid: We declared and paid total dividends of 55,151.32 million during Fiscal 2026 compared to 11,172.35 million in Fiscal 2025, an increase of 43,978.97 million. The Fiscal 2026 dividend comprised two tranches: a pre-bonus special interim dividend of 70 per equity share amounting to 35,618.23 million, and a post-bonus interim dividend of 9.60 per equity share amounting to 19,553.54 million. The Fiscal 2025 dividend was 22 per equity share (pre-bonus basis). The significant increase in dividend payout reflected our strong profitability in Fiscal 2026 and our capital allocation policy.

Proceeds from issuance of equity shares on exercise of ESOP: Cash inflows from ESOP exercises were 632.80 million in Fiscal 2026 compared to 926.16 million in Fiscal 2025, a decrease of 293.36 million, reflecting lower ESOP exercise activity during the year.

Adjustment in relation to shares held by Employee Welfare Trust: Cash inflow of 299.46 million in Fiscal 2026 compared to 145.58 million in Fiscal 2025, an increase of 153.88 million. The cash inflow relating to shares held by the Employee Welfare Trust represents proceeds received from employees upon the exercise of ESOPs that were issued from the Trust.

Lease payments: Repayment of lease liabilities (principal component) increased to 267.71 million in Fiscal 2026 compared to 243.84 million in Fiscal 2025, whilst interest on lease liabilities was 91.17 million compared to 86.03 million in Fiscal 2025, reflecting the expanded lease portfolio following right-of-use asset additions during the year.

Fiscal 2025 compared with Fiscal 2024

Net cash used in financing activities was 10,430.48 million in Fiscal 2025 compared to 1,316.23 million in Fiscal 2024, an increase in cash outflow of 9,114.25 million.

Key financing activities in Fiscal 2025 included:

Dividend paid: We declared and paid an interim dividend of 11,172.35 million during Fiscal 2025, compared to 2,023.49 million in Fiscal 2024, an increase of 9,148.86 million. The significant increase in dividend payout reflected our strong profitability in Fiscal 2025 and our capital allocation policy. The dividend per share is 22 for Fiscal 2025 and 4 for Fiscal 2024.

Proceeds from issuance of equity shares on exercise of ESOP: Cash inflows from ESOP exercises were 926.16 million in Fiscal 2025 compared to 1,007.50 million in Fiscal 2024, a marginal decrease of 81.34 million.

Lease payments: Repayment of lease liabilities (principal component) was 243.84 million in Fiscal 2025 compared to 216.36 million in Fiscal 2024, whilst interest on lease liabilities was 86.03 million compared to 77.11 million.

FINANCIAL INDEBTEDNESS

As of March 31, 2026, we had no indebtedness.

CAPITAL EXPENDITURE

Capital expenditure primarily relates to acquisition of property, plant and equipment comprising buildings, computer equipment, furniture and fixtures, office equipment, and vehicles, as well as development and acquisition of intangible assets including computer software, copyright license and website development cost. Our capital expenditure is funded entirely through cash generated from operations, reflecting our strong cash-generative business model.

Our capital expenditure increased significantly from 116.95 million in Fiscal 2024 to 1,198.27 million in Fiscal 2025, representing an increase of 1,081.32 million, primarily driven by capitalisation of building construction from capital work-in-progress. During Fiscal 2025, we capitalised building additions of 1,099.65 million from capital work-in-progress that had been under construction in prior periods. Excluding this building capitalisation, underlying capital expenditure in Fiscal

2025 was 98.62 million, remaining broadly consistent with Fiscal 2024.

In Fiscal 2026, our capital expenditure decreased to 280.87 million from 1,198.27 million in Fiscal 2025, representing a decrease of 917.40 million, primarily because the major building construction cash outflows were completed in Fiscal 2025 and the 1,099.65 million capitalisation of capital work-in-progress into buildings during Fiscal 2026 was a non-cash accounting reclassification, with the related cash having already been expended in Fiscal 2025. There were no comparable large-scale construction or capital project cash outflows in Fiscal 2026. Capital expenditure in Fiscal 2026 mainly comprised routine additions to right-of-use buildings, computer equipment (including right-of-use computers), leasehold improvements, furniture and fixtures, and office equipment to support our ongoing business operations.

The following table sets forth our capital expenditure for the years indicated:

Particulars Fiscal 2026 Fiscal 2025 Fiscal 2024
( in million)
Property, plant and equipment additions: (Including Right to Use Asset)
Buildings 1,408.16 347.96 411.59
Computer equipment 104.54 76.42 103.22
Furniture and fixtures 48.06 10.01 7.96
Office equipment 45.09 27.07 34.31
Electrical Fittings (including Building 15.06 0.51 0.65
Management Systems)
Leasehold Improvements 50.36 51.88 45.38
Vehicles 3.09 14.31 13.48
Total PPE additions 1,674.36 528.16 616.59
Capital work-in-progress movements* - 1,099.65 -
Net PPE cash outflow(A) 277.92 1,195.25 93.82
Intangible asset additions:
Computer software 2.95 1.25 1.65
Copyright License - 1.77 -
Website development cost - - 40.27
Total Intangible additions 2.95 3.02 41.92
Net intangible asset cash outflow(B) 2.95 3.02 23.13
Total capital expenditure (cash flow basis) 280.87 1,198.27 116.95
(A) + (B)
Plus: CWIP/intangible assets under - - -
development additions (C)
Total capital expenditure (accrual basis) 280.87 1,198.27 116.95
(A + B + C)

that are not yet available for use and therefore shown separately in the balance sheet until capitalization. In Fiscal 2025, 1,099.65 million of cash was expended on building construction and recorded in capital work-in-progress. This balance was capitalized into buildings (property, plant and equipment) on a non-cash basis during Fiscal 2026, resulting in a nil capital work-in-progress balance as at March 31, 2026. Accordingly, no capital work-in-progress cash outflow is presented for Fiscal 2026.

Our asset-light business model, with capital expenditure typically representing less than 1% of our revenues, enables us to maintain high cash conversion and strong return on capital employed, with the majority of our cash flows available for dividend distribution to shareholders, strategic investments in our treasury portfolio, and business growth initiatives.

CONTINGENT LIABILITIES AND COMMITMENTS

As at March 31, 2026, we had contingent liabilities as per Ind AS 37 on Provisions, Contingent Liabilities and Contingent Assets not provided for amounting to 1,762.09 million, the details of which are set forth in the table below:

Particulars As at March 31, 2026 As at March 31, 2025 As at March 31, 2024
( in million)
Contingent Liabilities
Claims against the Group not 4.62 23.08 24.74
acknowledged as debts
Disputed liability (tax and penalty) * 1,319.30 1,319.30 -
Performance Bank Guarantee 437.67 313.67 313.67
Others 0.50 - -
Total contingent liabilities 1,762.09 1,656.05 338.41

* The Company received a demand order from GST department under section 74 of the CGST Act on January 23, 2025, demanding 659.65 million as tax plus equivalent amount ( 659.65 million) as a penalty, along with applicable interest on account of input tax credit (ITC) availed and utilized on distribution commission paid during July 2017 to October 2018. The Company had filed appeal against the said order with Commissioner Appeals. On February 12, 2026, the Company received an unfavorable order, upholding the tax demand raised. The Company has filed an appeal against the said order before the GST Appellate Tribunal on March 10, 2026.

The table below sets forth our capital and other commitments:

Particulars As at March 31, 2026 As at March 31, 2025 As at March 31, 2024
( in million)
Capital and Other Commitments
Contracts remaining to be executed on 205.36 13.98 3.11
capital account
Capital commitment for AIF scheme 20.00 60.00 197.15
Capital Commitment for Investment in 10.00 - -
Shares of Sahamati Foundation
Total capital and other 235.36 73.98 200.26
commitments

For further information, see Restated Financial Information Notes to the Restated Financial Information Note 30

Contingent liabilities and capital commitments on page 356.

AUDITORS OBSERVATION

The Statutory Auditors of our Company have not expressed any qualification, reservation, adverse remark, matter of emphasis, or other observation on our financial statements for the periods covered in this Red Herring Prospectus.

OFF-BALANCE SHEET ARRANGEMENTS

As at March 31, 2026, we have no off-balance sheet arrangements that materially affect our financial condition or results of operations.

RELATED PARTY TRANSACTIONS

For details in relation to related parties transactions entered by us during Fiscals 2026, 2025, and 2024, as per the requirements of applicable law, see Restated Financial Information Notes to the Restated Financial Information Note 45 Related Party Disclosures on page 376.

QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISKS

Financial Risk Management

Risk management is an integral part of the business practices of our Company. Our Company s primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The financial risks are managed in accordance with our Company s risk management policy which has been approved by its Board of

Directors.

The Risk Committee of our Company has overall responsibility for managing the risk profile of our Company. The Risk Committee reviews the development and implementation of the risk management policy of our Company on a periodic basis, provides guidance on the risk management activities, reviews the results of the risk management process, and reports to the Board on the status of the risk management initiatives.

Our Company has exposure to the following risks arising from financial instruments:

Financial Instruments Risk
Cash and cash equivalents, other bank balances, trade receivables, financial assets measured at amortised cost Credit Risk
Financial Liabilities Liquidity Risk
Recognised financial assets not denominated in Market Risk - Foreign Exchange Risk
Investments in debt securities / preference shares Market Risk - Interest Rate Risk
Investments in equity securities, units of mutual funds, alternative Market Risk - Price Risk
investment funds, measured at FVTPL

Credit Risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group s trade receivables, cash and cash equivalents, other bank balances, loans and financial assets measured at amortised cost.

Market Risk

Market risk is the risk of loss of future earnings, fair values or future cash flows related to financial instrument that may result from adverse changes in market rates and prices (such as foreign exchange rates, interest rates, other prices). The Group is exposed to market risk primarily related to Price risk, Currency risk, and Interest rate risk.

Price Risk

Price risk is the risk that the value of the financial instrument will fluctuate as a result of changes in market prices and related market variables including interest rate for investments in debt-oriented mutual funds and debt securities, whether caused by factors specific to an individual investment, its issuer or the market. The Group s exposure to price risk arises from investments in equity securities, debt securities, units of mutual funds, and alternative investment funds which are classified as financial assets at Fair Value Through Profit and Loss.

Foreign Currency Risk

Foreign currency risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the functional currency ( ) of the Group. The Group undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group s investments are primarily in fixed rate interest instruments. Accordingly, the exposure to interest rate risk is insignificant.

For further information, see Restated Financial Information Notes to the Restated Financial Information Financial Risk Management on page 371.

UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS

Except as described in this Red Herring Prospectus, there have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business operations or future financial performance.

SIGNIFICANT ECONOMIC CHANGES THAT MATERIALLY AFFECT OR ARE LIKELY TO AFFECT INCOME FROM CONTINUING OPERATIONS

Our business has been subject, and we expect it to continue to be subject, to significant economic changes that materially affect or are likely to affect income from continuing operations identified above under Significant Factors Affecting our Results of Operations and the section Our Business on pages 394 and 226, respectively.

KNOWN TRENDS OR UNCERTAINTIES

Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising from the trends identified above in Significant Factors Affecting our Results of Operations and the uncertainties described in Risk Factors , on pages 394 and 24, respectively. Except as disclosed in this Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.

NEW PRODUCTS OR BUSINESS SEGMENTS

Except as described in this Red Herring Prospectus, we have not publicly announced any new products or business segments, nor have there been any material increases in our revenues due to the introduction of new products.

FUTURE RELATIONSHIP BETWEEN COST AND INCOME

Other than as described elsewhere in this section and the sections Risk Factors , and Our Business on pages 24 and 226, respectively, there are no known factors that will have a material adverse impact on our operations and financial condition.

SIGNIFICANT DEPENDENCE ON A SINGLE OR FEW CUSTOMERS OR SUPPLIERS

There is only one customer contributing in excess of 10% of the total revenue of the Group, being revenue from SBI Mutual

Fund (Schemes) of 41,928.72 million for Fiscal 2026, 34,127.53 million for Fiscal 2025, and 25,923.78 million for Fiscal

2024.

COMPETITIVE CONDITIONS

We operate in a competitive environment. Also see Risk Factors We face competition from other asset management companies and alternative investment products, which could adversely affect our market share, pricing, and profitability. on page 43.

SEASONALITY / CYCLICITY OF OUR BUSINESS

Our business is not subject to seasonal variations.

SEGMENT REPORTING

We are in the business of providing asset management services to SBI Mutual Fund and portfolio management and advisory services to clients. As such our financial statements are largely reflective of the asset management business and there are no separate reportable segments. All assets of the Group are domiciled in India. For further information, see Restated Financial Information Notes to the Restated Financial Information Note 37 Segment Reporting on page 367.

SIGNIFICANT DEVELOPMENTS AFTER MARCH 31, 2026 THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS

Since March 31, 2026, global financial markets, including Indian capital markets, have experienced increased volatility and uncertainty due to adverse macroeconomic and geopolitical developments, including heightened tensions and hostilities in the Middle East, concerns regarding disruption to global energy supplies, volatility in crude oil prices, trade policy uncertainty, foreign portfolio investor outflows from emerging markets, currency fluctuations and a broader risk-off sentiment across asset classes. Given that our revenue from operations is primarily derived from management fees linked to the assets under management of the schemes managed by us, any sustained deterioration in market conditions, decline in investor sentiment, mark-to-market losses in scheme portfolios, slowdown in gross inflows, increase in redemptions or shift in investor preference from higher-yielding products to lower-fee products may adversely affect our QAAUM, management fee realisation and profitability. For further information, see Risk Factors - Our revenues and profitability are directly linked to our quarterly average assets under management ( QAAUM ), and any material decline or changes in the composition of our QAAUM due to market movements, redemptions, or other factors could significantly impact our financial performance. and Risk factors - Adverse capital market conditions and downturns could reduce our AUM and management fee / TER income; our business is further exposed to liquidity risks due to such downturns which in turn could have a spiral/compounding effect on both our equity and debt/money market schemes through higher redemptions and lower SIP inflows, which can accelerate AUM declines and may have a material adverse effect on our business, financial condition, results of operations and cash flows on pages 24 and 26, respectively.

In particular, heightened market volatility or adverse liquidity conditions could negatively affect both our equity-oriented and debt-oriented schemes through mark-to-market depreciation, lower net sales, higher investor redemptions, lower systematic investment plan persistency and potential changes in product mix towards lower-fee passive, debt or liquid products. In stressed market conditions, redemptions, particularly in debt and money market schemes, may also exacerbate liquidity pressures and require sale of portfolio securities at unfavourable prices, which may further affect scheme performance, investor confidence and future inflows. Any such developments, whether arising from domestic economic conditions or global macroeconomic and geopolitical events, including further escalation of conflicts, sanctions, trade restrictions, energy price shocks or capital outflows, could have a material adverse effect on our business, results of operations, financial condition, cash flows and prospects. As the financial results for the quarter ended June 30, 2026, have not been prepared, our Company s assets under management, management fee and other components of our Company s financial results will reflect market conditions during such quarter, including our Company s investment portfolio arising from prevailing market levels during the period.

Except as disclosed above, and save for the impact of ongoing market volatility and macroeconomic and geopolitical developments on the overall business environment, no circumstances have arisen since March 31, 2026 that have materially and adversely affected, or are likely to materially and adversely affect, our operations or profitability, or the value of our assets, or our ability to pay our material liabilities within the next 12 months.

CAPITALISATION STATEMENT

The following table sets forth our Company s capitalisation as at March 31, 2026, derived from our Restated Financial Information, and as adjusted for the Offer. This table should be read in conjunction with Risk Factors , Restated Financial

Information and Management s Discussion and Analysis of Financial Condition and Results of Operations beginning on pages 24, 324 and 394, respectively.

( in million, except ratios)

Particulars Pre-Offer as at March 31, 2026 As adjusted for the Offer *
Borrowings
Current borrowings (A) -
Non-current borrowings (B) -
Total Borrowings (A) +(B) = (C) -
Equity
Equity share capital (D) 2,036.83
Refer the notes below
Share suspense account (E) -
Instruments entirely equity nature (F) -
Other equity (G) 57,593.79
Total Equity (D) + (E) + (F) + (G)= (H) 59,630.62
Total Borrowings/ Total Equity (C/H) -
Non-current borrowings /Total Equity (B/H) -

* There will be no change in capital structure post the Offer since it is an initial public offering by way of an Offer for Sale by the Promoter Selling Shareholders. Notes:

1. It does not include lease liability in accordance with Ind AS 116 disclosed under the Restated Financial Information.

2. It includes all short-term borrowings.

3. Equity share capital = Number of Equity Shares outstanding * Face value per Equity Share.

4. It includes Securities Premium Reserve, General Reserve, Share options outstanding account and Retained earnings.

5. These terms shall carry the meaning as per Schedule III of the Companies Act.

FINANCIAL INDEBTEDNESS

Our Board is empowered to borrow money in accordance with the Companies Act and our Articles of Association. For details in relation to the borrowing powers of our Company, see Our Management Borrowing Powers of Board on page 299.

As on May 31, 2026, our Company and our Subsidiaries do not have any outstanding or sanctioned fund-based facilities.

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