Share India Securities Ltd Management Discussions

ECONOMIC REVIEW

In FY24, the world economy grew 3.2% maintaining the pace of growth amidst ongoing geopolitical tensions. The growth was not uniform across countries with robust momentum in the US in contrast to slower growth witnessed in the Euro region. Despite global tensions and uncertainty, India continued to maintain its robust growth. Indian economy has exhibited strong resilience amidst global uncertainty and emerged as one of the fastest-growing major economies in the world. Robust domestic demand, structural reforms and policy support are the major drivers for economic growth. India continued to be the fastest growing major economy in the world. As per the Second Advance Estimates of GDP, Indias GDP growth is expected at 6.5% in FY25, much lower than 9.2% GDP growth in FY24. Manufacturing, services and infrastructure investment sectors witnessed good traction. Strong export growth was seen in pharmaceuticals, textiles and engineering goods.

Disruptions in global supply chain and global commodity price volatility led to sustained inflationary pressure in FY25. The RBIs Monetary Policy Committee (MPC) while maintaining a neutral stance, reduced the repo rate by a total of 100 basis points to 5.5% in FY25 led by three rate cuts of 25 bps on February 7, 2025 and April 9, 2025 each and by 50 bps on June 6, 2025. Consumer Price Index (CPI) inflation for FY25 is projected at 4.9% as compared to 5.4% in FY24. Gross fixed capital formation (GFCF), a proxy for infrastructure investment grew 7.1%. Indias foreign currency reserves stood at US$

658.8 billion as of March 21, 2025 with gold reserves surging by US$2.8 billion to US$77.2 billion during the week.

The government continued to extend strong support to the economy with various schemes. India is constantly striving to outpace global growth and emerge as Viksit Bharat, aptly reflected in the Union Budget 2025-26. Several policies were announced to strengthen financial resilience and ensure inclusive development. Key focus areas were boosting private sector investments, empowering MSMEs and advancing infrastructure development, transformative reforms across taxation, financial regulation, agriculture, exports and urban development.

As Indias economic growth continues to outpace its global peers, there has been substantial Foriegn Direct Investment (FDI) inflows in the country led by various production-linked incentive (PLI) schemes. Constant government focus on digital transformation, financial inclusion and ease of doing business have created a positive business environment. Building on this positive momentum, the RBI has estimated the Indian economic growth rate of 6.5% in FY26 similar to that of FY25. Robust industrial production, prediction of normal monsoons, good agricultural produce and increased

household consumption aided by tax reliefs in Union Budget 2025-26, are expected to support economic growth.

Source: IMF ?€“ World Economic Outlook, Ministry of Statistics & Programme Implementation, RBI

INDUSTRY OVERVIEW

Indias financial sector is the bedrock of its economic architecture, encompassing banking, insurance, capital markets, Non-Banking Financial Companies (NBFCs), pension funds, mutual funds and the rapidly evolving fintech ecosystem, managing assets over Rs. 400 Lakh Crore. India achieved global leadership in digital payments accounting for 48.5% of real-time payment transactions worldwide, primarily driven by the Unified Payments Interface (UPI). In FY25, UPI recorded a 41.7% increase in transaction volume and a 30.3% rise in value. The RBI, in collaboration with NPCI International Payments, is working towards expanding UPIs reach to 20 countries by FY29, aligning with the goals of Viksit Bharat 2047.

The Indian Government is constantly striving to catalyse economic expansion, provide inclusive development, stimulate private sector participation, boost consumer confidence and augment the purchasing capacity of Indias burgeoning middle class. Indias banking, Banking, Financial Services and Insurance (BFSI) sector emerged as the single-largest contributor to the countrys corporate profit-to-GDP ratio in FY25, accounting for 1.84% to GDP. In FY24, the gross savings was estimated at Rs. 92.59 Lakh Crore at 30.3% of the Indian GDP similar to 30.2% of GDP in FY23. Various reforms continue to be formalized with a view to liberalize, regulate and enhance the financial services industry. India is today one of the most vibrant global economies on the back of robust financial services industry.

As of March 2025, the assets under management (AUM) of the Indian mutual fund industry recorded strongest growth of 23.11% reaching an all-time high of Rs. 65.74 Lakh Crore. This milestone was largely driven by record net inflows of

Rs. 8.15 Lakh Crore reflecting strong investor confidence and robust market participation, mark-to-market gains, supported by buoyant equity and debt markets. Equity-oriented schemes attracted the highest net inflow at Rs. 4.17 Lakh Crore. Similarly, the insurance industry, an important component of the financial industry witnessed robust growth in FY25 with total premium collections reaching Rs. 3.07 Lakh Crore. Despite global uncertainty, Indias private equity and venture capital investments grew ~9% in FY24 to reach ~US$43 billion driven primarily by VC and growth investments, while PE deal-making held steady.

On the Indian stock market front, FY25 saw modest gains, despite strong FPI outflows in the second half. FY25 was a mixed bag for indian stock markets with decent gains seen in the first half of the year, which were swiftly wiped off in the second half. The growth in first half was driven by economic growth and retail money. However, the second half was marred by weak corporate earnings, slower economic growth and massive capital outflow. The Sensex increased by 3,763.57 points (5.1%), while the NSE Nifty rose by 1,192.45 points (5.34%), reflecting resilience and strength. The total market value of BSE-listed companies jumped by Rs. 26 Lakh Crore to

Rs. 413 Lakh Crore (US$ 4.82 trillion). FY25 remained dynamic for the most part of the year, experiencing periods of growth along with occasional fluctuations. The Sensex reached its highest level of 85,978.25 on September 27, 2024. The IPOs in FY25 surpassed recent years in both size and listing performance. Brokerages are offering services across the wealth creation value chain with several value-added services such as wealth management,research, advisory, AMC and financial planning.

Source: RBI Annual Report; AMFI_AnnualMFReport.pdf ( ); Public sector general insurance firms collect Rs. 1.06 Lakh Crore premium in FY25.

STOCK/EQUITY MARKET

On May 23, 2024, the total market capitalization of BSE-listed stocks closed above the US$5 trillion milestone for the first time taking Indias weight in the MSCI-EM index to a new high of 20%. Thereafter, it settled at 19.4% at the end of December 2024, making it the third-highest after China and Taiwan. On a longer-term basis, Indian markets have been among the best performing markets in the world, outperforming its peers like Chinas Shanghai composite index. The compounded annualized returns of Nifty 50 over March 2014-March 2024 stand at 8.8% (adjusted for US$), trailing below only few indices, such as the US NASDAQ composite index (15.3%) and US Dow Jones (9.2%) as of December 2024.The positive performance of the Indian stock market was driven by strong profitability growth, rapid traction of digital financial infrastructure, expanding investor base and substantial reforms in products and processes.

The Indian government and regulatory bodies have played a crucial role in fostering a conducive environment for capital market growth with unique initiatives like the India Stack. By providing digital IDs (Aadhaar), incorporating the Unified Payment Interface (UPI) and widening access to banking and digital wallets, the India Stack has democratized investment opportunities encouraging increasing number of Indians to invest in shares. Rapid, cheap and seamless transfer of payment orders between individuals, companies and government institutions have led to a surge in demat accounts. The number of demat accounts grew by 41.1 million, the highest annual increase ever in absolute numbers, in FY25 taking the total to 192.4 million.

The number of trades executed on NSE and BSE, crossed 10 billion in FY25 with 9.7 billion trades executed in the cash

market on NSE and an additional 1 billion trades executed on BSE. The Average Daily Turnover for BSE has grown from nearly 3.5 million contracts in FY24 to 9.12 million contracts in FY25. NSE saw the monthly average number of contracts jump from 7,933 million contracts in FY24 to 8,653 million contracts in FY25. According to NSE data, total unique registered investors reached 11.3 Crore (till March 28), with total unique accounts at 21.94 Crore (as on March 27, 2025). New investor registrations in FY25 were 2.09 Crore (as on March 28, 2025).

Indias stock markets are steadily advancing towards greater self-reliance, with domestic investors playing an increasingly dominant role. FY25 witnessed withdrawal of Foreign Portfolio Investors (FPIs) who offloaded Rs. 1.25 Lakh Crore worth of equities, as rising yields and a stronger dollar in the US markets prompted many FPIs to shift away from risky emerging markets. However, strong domestic participation, with mutual funds and retail investors provided crucial support. Overall, in FY25, FPI were net sellers of Rs. 1.27 Lakh Crore) whereas DIIs invested Rs. 6.07 Lakh Crore. The share of Domestic Institutional Investors (DIIs) reached an all-time high of 17.62% as on March 31, 2025, surpassing Foreign Institutional Investors (FIIs) share of 17.22%. For decades, FPIs were the largest non-promoter shareholders and their investment patterns significantly influenced market trends. That dynamic has significantly altered with the combined share of DIIs, retail investors and High Net Worth Individuals (HNIs) climbing to an all-time high of 27.1%, as of March 31, 2025, acting as a strong counterbalance to foreign inflows.

Government policy has boosted the growth of Exchange Traded Funds (ETFs), significant progress on roll-out of same-day settlement (T+0), removal of intra-day trading limit, significant increase in the limit based on the delta factor, SEBIs reclassification of mutual fund schemes, 2 weekly expiry for multi exchanges and plans to exclude equity-oriented passive funds from the 25% investment cap in group companies, etc. Technological advancements, supportive regulatory frameworks and a shift towards passive investing create a dynamic and inclusive market environment, positioning India as a key player in the global financial landscape.

Source:

COMPANY OVERVIEW

Headquartered at Noida, Uttar Pradesh, Share India Securities Limited has established a strong presence in the Indian capital market being the pioneers in algo trading for domestic and international clients alike. Our services straddle across the broad spectrum of investment solutions, in all Indian exchanges, including equities, commodities and currencies, with special focus on high-frequency and strategy-based trading. We offer technologically sound automated financial transactions across asset classes. Our commitment to helping new-age retail and institutional customers grow and

multiply their investments has been the driving force behind our evolution into a diversified financial conglomerate, with a strong focus on technology and innovation.

With over three decades of rich experience in the financial services sector, we have spread our footprint across 16 states along with our 11 subsidiaries. We have a robust network of 280 branches and franchises providing accessible financial services to a broad clientele in broking includes 137 institutional clients. The Margin trading facility (MTF) book stood at Rs. 237 Crore.

Under our insurance segment, we offer 15 types of insurance services. We have sold 7,158 policies covering 80,279 lives and collected Rs. 64 Crore as premium. With a NBFC loan book of

Rs. 260 Crore, we cater to the financial needs of 52,250 clients across 80 branches and franchises. We have achieved GNPA of 5.96%, NNPA of 4.95% and NIM of 17.49%. Our merchant banking segment achieved great strides servicing 6 geographies across 12 sectors, with 18 IPO listings.

Our strong capabilities in technology, execution skills, knowledge base and efficient management of human resources enables to support our customers in accumulating wealth. We use latest technology and have adopted a balanced risk-reward strategy. Various technologies used include low latency platforms, customized front-end displays, an appropriate RMS (Risk Management System), back testing and a simulation engine.

We prioritize investments in people, technology and processes. Use of cutting-edge technology enables us to strengthen our capabilities in the distribution of financial products, dominated by the brokerage segment. It is our constant aim to offer best-in-class services and provide intelligent strategies to our retail investors. We strived relentlessly to improvise on our research capabilities.

We remain committed to creating a sustainable business model. During the year, we made strategic investment in Metropolitan Stock Exchange, obtaining PMS licence and incorporation of Silverleaf Securities Research Pvt. Ltd., a subsidiary aimed at

leveraging our HFT capability and expanding our proprietary trading into the international market.

COMPETITIVE ADVANTAGE

Strong technological expertise

We have a rich experience of over 10 years in algo trading and development in the financial markets. Driven by our strong technological knowledge, we have curated a wide range of offerings including AI (Artificial Intelligence) and machine learning-driven full-stack back testing engines, low-latency trading technology systems with intelligent terminals, high-frequency trading (HFT) engines and risk management tools. Our Technology companies Algowire and uTrade has strengthened our technological infrastructure through algo trading platform for traders and investors across the country with the aid of mobile phones across retail, institutions and HNIs (Ultra High Net-worth Individuals). We continue to strive to standardize algorithmic trading and improve our domain knowledge for institutional and HNI clients.

Skilled and Proficient team

Our adept management team boasts of in-depth expertise in pertinent markets and infrastructure. Together with professional CA, CS and MBA teams managing various business aspects, our promoters remain actively involved in business operations.

Operational Efficiency

We offer products and services at competitive prices led by efficiencies of scale owing to our vast business operations. We remain a partner of choice for various fund houses, institutions and prop trading platforms led by our strong capabilities and widespread operations.

Large Capital Pool

We are in a good stead to efficiently finance our business activities with a net worth of Rs. 2,334 Crore, thereby minimizing any credit risk to the Company.

GROWTH DRIVERS

STRENGTHS AND OPPORTUNITIES

Strong Leadership and Management

The business is efficiently led by a competent and skilled team of professionals comprising a qualified CEO, best in industry professionals designated as Senior managerial personnel/Key managerial personnel and young specialists. We also have highly qualified and experienced members in our team responsible of formulating business strategies and growth plans.

Unmatched Tech Expertise

Having two tech companies under the group provides us the technological edge. We boast of providing hi-tech solutions through our technologically advanced platform capable of aiding prompt decision-making and maximising returns. We implement RMS and ensure adoption of automated solutions and digitalized processes. Our algo trading strategy platform is based on algorithmic and quantitative trading solutions.

Our systems are designed for ultra-low latency and include over 100 built-in algorithms for arbitrage, execution and market-making. Additionally, we offer powerful Algo APIs

and intelligent tools for hedging and risk monitoring, which collectively provide a significant competitive advantage.

Robust Risk Management

Risk management is an integral part of our culture, permeating every level and function of our organization. Our dedicated Risk Management System (RMS) is a cornerstone of our business growth.

We understand the significant impact our product offerings have on our clients investment decisions. Recognizing this crucial role, we have meticulously developed a robust risk management framework. This framework is supported by skilled people, streamlined processes and advanced technology. We are committed to continuously monitoring and enhancing our RMS to ensure it remains effective and adapts to evolving market dynamics, ultimately providing a secure and reliable foundation for our clients investment journeys.

Consolidation Offering Inorganic Opportunities

The broking industry is currently experiencing a significant consolidation phase. This is largely driven by the increasing intensity of regulatory modifications and the growing compliance burden placed upon firms within the sector.

In this evolving landscape, we, at Share India, believe our three-decade-long experience, immense scale of operations and established expertise position us as a reliable and preferred partner. We are well-equipped to navigate these changes and continue to provide robust and effective solutions.

Healthy balance sheet

We operate at relatively low debt levels, ensuring efficient use of the capital employed. Less financial burden allows us to reinvest profit for organizational growth unlike many peers.

Increasing Customer Base

We constantly strive to expand our business operations and customer base. We have strategically expanded our services across areas like retail broking and distribution, non-banking financing, insurance, MF and merchant banking.

THREATS

Amongst the several threats to the stock broking industry is fast-paced technological advancement which in turn is leading to heightened competitive pressure from fintech startups that disrupt traditional business models. Regulatory hurdles in the form of new laws or changes in existing laws may attract increased costs and pose non-compliance threats. Investor confidence is subject to market volatility and economic growth. Amidst growing global instability, revenue stream faces increased risks. With rapid technological development, cyber security threats are becoming common place necessitating the need for increased investment in technology. Shifts in investor behaviour such as a move towards passive investing or digital trading platforms creates new threats to business.

OPERATIONAL REVIEW

Broking Business

The average daily turnover stood at Rs. 3,093 Crore

The institutional client base grew to over 137, marking a two-fold increase over FY25

Insurance Business

7,158 policies sold

Premium of Rs. 64 Crore

80,279 lives covered

15 types of insurance

Investment Banking

Successfully finalized 6 deals in the SME IPO sector in FY25

NBFC Business

The loan book totalled Rs. 260 Crore, with the business mix remaining consistent

Finance income for FY25 amounted to Rs. 60 Crore

Net Interest Margins remained strong at 17.49%

The total number of NBFC clients was 52,250, spread across 80 branches and franchises

Mutual Fund Business

Total Assets under Management (AUM) remained at

Rs. 174 Crore

FINANCIAL REVIEW

FY25 has been a year of strategic transformation and robust growth across multiple verticals.

The revenue decline of 2% YoY from Rs. 1,483 Crore in FY24 to Rs. 1,449 Crore in FY25 is due to the implementation of the recent regulations of discontinuation of the weekly contracts and true to label transaction charges potentially affecting trading volumes and revenue streams. This has been offset by growth in non-brokerage business mainly through MTF and merchant banking divisions. We successfully executed 6 SME IPOs during the year. We also received SEBI approval to commence PMS operations and broadening our wealth management offerings. This reflects strong progress in our retail and fee-based offerings.

EBITDA declined 19% in FY25 to Rs. 538 Crore from Rs. 663 Crore in FY24. PAT declined 23% in FY25 to Rs. 328 Crore from

Rs. 426 Crore in FY24.

Significant Changes in Key Financial Ratios:

Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024	Reasons for variations above 25%
Interest coverage ratio (in times)	5.94	7.21 NA
Current ratio (in times)	2.04	1.92 NA
Operating profit margin (%)	36.69	44.69 NA
Net profit margin (%)	22.65	28.71 NA
Return on net worth (%)	15.97	30.64 Decline is mainly attributable to higher change in average equity due to lower profits as compared to previous year & additional equity raised from warrant proceeds during the year in comparison to growth in net profit.
Debt equity ratio (in times)	0.21	0.22 NA
Trade Receivable Turnover (in days)	NA	NA NA
Inventory Turnover (in days)	NA	NA NA

GOING FORWARD/MANAGEMENT OUTLOOK

Looking ahead, our strategic focus will continue to be on expanding our institutional customers, driving innovation through technology, make inroads in international markets and scaling fee-based businesses. We aim to deepen our engagement with High-Frequency Trading (HFT) clients and further enhance retail participation through u-trade algos and services such as the Margin Trading Facility.

On the retail broking front, we remain focused on client acquisition through aggressive marketing, increasing our digital presence and establishing a phygital broking firm. We continue to work on strengthening technological investment to roll out more tech-based retail solutions and innovative products. Focus on MTF Book will augur well in enhancing client retention thus aiding revenues with increased trading volumes.

We constantly strive to spread wings of our Algo platforms to reach maximum retail clients via uTrade Algo. SEBI is considering a proposal to extend algorithm-based trading (algo trading) to retail investor and is also working on a new product for derivative trading in mutual fund. This bodes well for our algo trading business.

Going ahead, we plan to expand our offerings to retail participation through algo trading, wealth management, HFT, international expansion and to pursue our unwavering ambition to evolve into a full-scale financial conglomerate that delivers sustainable growth and value across stakeholders.

HUMAN RESOURCES

We believe Human Resources is a valuable asset and driving our organizations success. Our motivated and capable staff are the major contributors of our business excellence.

We constantly strive to foster a growth-oriented work culture with a safe, productive and healthy environment. We are dedicated to promoting a dynamic workforce capable of handling challenges effectively and efficiently. Our skilled and talented workforce is the engine behind our innovation success.

We aim to help our employees to balance between professional and personal growth led by our employee-friendly HR practices.

We provide various training and skill development opportunities to all our employees. Health and safety of our employees remain our primary commitment. We also work to fulfil our fundamental responsibilities in the areas of human rights, labour and the environment while protecting the internationally recognized human rights. All our employees are offered secure insurance policies to address their needs in the event of any emergency.

We provide equal opportunities to all our employees irrespective of their age, gender and/or financial status. Their diverse perspectives and life experiences are our top priority.

RISK MANAGEMENT AND MITIGATION

Socio-Economic Risk

The economic and political environment significantly impacts the financial sector. Financial services companies, in particular, often bear the brunt of downturns in economic growth or unfavorable political events. Its a dynamic landscape that requires constant vigilance and strategic planning.

To mitigate these risks and ensure the continued robustness of our business operations, we rely on our diversified service offerings, longstanding customer relationships and deep connections with all stakeholders. These strengths allow us to effectively insulate ourselves against risks to a particular segment. We are also committed to closely monitoring any foreseeable changes in the macro environment, including government regulations, exchange rates and political stability, to proactively adjust our strategies as needed.

Regulatory Risk

Given the highly regulated nature environment in which we operate, strict adherence to the rules and regulations enforced by various governing bodies is paramount. Non-compliance or misinterpretation of these regulations may lead to severe consequences.

Our team of highly experienced professionals diligently monitors changes in the regulatory landscape. This proactive approach ensures that we not only comply with all applicable existing laws but also promptly adapt to newly introduced or modifications made in existing laws. This continuous awareness allows us to initiate timely and appropriate responses.

We are fully committed to complying with all applicable rules, circulars and notifications. Our internal audit team is dedicated to ensuring strict compliance with all acknowledged best practices, policies and regulatory requirements.

Business Risk

Our business operations are significantly influenced by events occurring in both domestic and international equity, debt, currency and financial markets. Changes in the domestic and global macroeconomic environment also pose a risk to our business and we face the risk of imitation of our services and strong competitive pressure.

To mitigate these risks and ensure effective and efficient business operations, we employ robust risk management techniques for our trading activities. These include instruments, strategies and position and trading limits for trading departments, business divisions and individual traders. We also conduct periodic stress testing and rigorous cash management.

All our business operations are governed by strategically devised policies, operational processes and systems. We conduct periodic audits and reviews to ensure our policies and procedures remain relevant and robust. We are deeply committed to the effective management of our internal control system, client margin requirements, risk management and stakeholder relationships.

Competition Risk

The financial services industry is currently experiencing significant growth, which, while promising, has also led to increased competitive pressure from both domestic and international entities. We are also observing a substantial surge in innovation, particularly driven by the expansion of technology firms venturing into retail financial services.

In this dynamic environment, our unique and extensive range of offerings, coupled with our focus on cutting-edge technology and in-depth research and development, allows us to effectively differentiate ourselves from our competitors. We believe this strategic approach enables us to create a sustainable advantage and evolve successfully with the changing market conditions.

Operational Risk

Our business operations face significant risks from internal and external factors related to people, processes and systems.

To mitigate these risks, we strictly comply with all applicable laws, statutes, operational procedures and systems. We have also implemented a maker/checker mechanism to enhance operational efficiency and effectiveness. Furthermore, we conduct periodic audits to safeguard our business operations. The real-time monitoring of client-level risk situations, coupled with timely risk mitigation measures, helps us maintain a robust business environment.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

We have developed comprehensive internal control systems designed to match the scale and nature of our business operations. These systems include detailed processes, guidelines and procedures. Their primary functions are to ensure highly efficient business operations, safeguard assets, prevent fraud, minimize errors and maintain strict compliance with all applicable regulatory standards. We are continuously working to enhance and maintain these internal controls and information systems. This systematic information flow facilitates prompt and efficient decision-making.

To ensure strict adherence to all laws and statutes governing our business, we conduct periodic audits. Our control systems help us safeguard sensitive data, streamline the

auditing process, maintain adequate accounting control, monitor operations and conserve assets. Internal controls are essential for ensuring compliance with all applicable rules and regulations.

The Audit Committee of the Board closely monitors business operations and the performance of the internal audit function. The Committee regularly reviews the internal audit teams findings and implements corrective measures as needed. These timely actions help ensure business continuity and maximize growth. Ultimately, our internal controls provide a precise summary of our business position, which greatly enhances our decision-making process.

CAUTIONARY STATEMENT

Forward-looking statements are made in this Management Discussion & Analysis report based on various assumptions and projections of future events over which Share India

Securities Limited has no control. Share India Securities Limited makes no assurances as to their accuracy or that they will be realized. Actual outcomes may differ significantly from those stated or suggested. Demand, supply, global economic and geopolitical changes, government regulatory and tax framework, market liquidity and other macroeconomic factors may have an impact on Share India Securities Limiteds activities.