Systematix Corporate Services Ltd Management Discussions

A. OVERVIEW & OUTLOOK

FY 25 was marked by momentum in the Indian economy maintaining our countrys status as the fastest-growing major economy in the world. India is set to overtake Japan to become fourth Largest economy in the world in 2025, as per the IMF in its World Economic Outlook (WEO) report released on April 22, 2025.

The key economic sectors driving Indias growth are:

Agricultural sector: Agricultural sector is the backbone of the Indian economy and is forecasted to grow by 3.8% in FY25 as per the Economic Survey 2025. Although its share in the GDP is declining, 50% of the Indian population is dependent on that. Focusing on the development of the agricultural sector, the government has undertaken a slew of initiatives such as subsidies, self-help groups like Lijjat Papad, and co-operative farming models like e-Choupal. Apart from this, the industry has been gradually shifting towards cash crops and promising industries like food processing are emerging.

Industry sector: After the liberalisation reforms, the industrial sector has seen a surge in growth and is expected to grow by 6.2% in FY25. This is because of the encouragement of private investments including FDI, and the end of bureaucratic hurdles. Industries have seen growth, there is more autonomy and integration of modern technologies. Joint ventures and partnerships between private and public sectors are growing and diversifying the industrial landscape.

Services sector: In the Indian economy, the services sector has grown monumentally and constitutes 60% of the GDP IT services, finance, banking, and business process outsourcing are the major contributors here. This sector is also contributing to the demographic dividend of India by creating numerous job opportunities and will be the primary growth driver, at 7.2%, with intense activity in financial services, real estate, professional services, and public administration.

Food processing: Food processing is a lucrative sector due to the availability of abundant resources, large consumer base and favourable policies such as Make in India. There is a need for packages and pre-processed food due to the increasing urbanisation, large population, and disposable incomes. Since India is the second-largest producer of food grains, we have a huge potential for growth and investment in this sector.

Manufacturing sector: After services sector, the manufacturing sector is the second-largest contributor to GDP. Government has undertaken initiatives such as Make in India, Sagarmala, Startup India, and Dedicated Freight Corridors, alongside enthusiastic state participation, to boost the share of the manufacturing sector in the coming years.

It is predicted that India will surpass Germany by 2030. Not only this, Indias GDP growth in FY25 is estimated to be 6.2% and in FY26 at 6.3%. Also, the main export partner of India is the United States, constituting 17% of Indias all exports. Other major nations include UAE and China. Indias consumer market size, ability to manufacture, untapped natural resources, and reforms in government such as foreign direct investment have made it the preferred destination for investors worldwide.

B. INDUSTRY STRUCTURE AND DEVELOPMENTS - CAPITAL MARKETS

The Indian capital markets are experiencing significant transformations in 2025, driven by government initiatives, technological advancements, and the development of new investment products.

Government and regulatory initiatives:

The Indian government and regulatory bodies have proactively fostered a conducive environment for capital market growth. One standout initiative is the India Stack, a unique digital architecture that has revolutionized how millions of Indian nationals invest in shares. By providing digital IDs (Aadhaar), and widening access to banking and digital wallets, the India Stack has democratized investment opportunities.

A crucial component of this technological stack is the Unified Payment Interface (UPI). This interoperable system allows for fast, cheap, and seamless transfer of payment orders between individuals, companies, and government institutions. The impact of these initiatives is evident in the continuing growth of demat accounts.

Government policy has boosted the growth of Exchange Traded Funds (ETFs), principally their use as a disinvestment vehicle for formerly state-owned enterprises. The regulatory environment, spearheaded by the Securities and Exchange Board of India (SEBI), has further supported ETF growth. Measures to reduce transaction costs, simplify the process for launching new ETFs, and promote investor education have all contributed to the rising popularity of ETFs.

1. Investment Banking & Merchant Banking Industry and Our Business:

• Investment Banking & Merchant Banking Industry

Indias Initial Public Offering (IPO) market continues to demonstrate resilience, securing a 22% share of global IPO activity in 01 25. With 62 IPOs raising a total of US$ 2.8 billion, India remains a leading destination for companies seeking to go public, even amidst a backdrop of global market uncertainties.

However, the overall IPO activity in India saw a decline of approximately 20% compared to the previous year, reflecting a cautious investor sentiment as the BSE SENSEX index experienced a slight decrease of 1.1%.

While the impressive IPO proceeds in 01 25 highlight the strength of Indias capital markets, the recordbreaking Mergers and Acquisitions (M&A) market further demonstrates its maturity. 01 2025 saw alltime high M&A deal volumes with transactions valued at billions of dollars, reflecting strong investor confidence and strategic investments. This M&A surge, driven by domestic activity and international interest, complements the IPO market, showcasing a healthy and dynamic Indian financial landscape. We anticipate continued momentum in both public and private markets as companies pursue growth.

The IPO landscape in India remains diverse, with significant activity across sectors such as Industrials, Real Estate, Hospitality & Construction, and Health & Life Sciences. The health sector, in Particulars, recorded notable growth, with a substantial increase in the IPO pipeline. Despite the mixed performance in completed listings, the strong fundamentals of many companies are expected to attract investor interest.

Indias dynamic stock market, coupled with favourable economic indicators, continues to bolster investor confidence. The growing participation of retail investors is evident, as the market adapts to shifting dynamics and investor preferences.

Indias IPO market continues to be a beacon of resilience and growth. The strong performance in 01 25, despite global uncertainties, highlights the robust fundamentals and investor confidence in our market. We are optimistic that this momentum will carry forward, driven by supportive policies and a dynamic economic environment.

• Our Business:

Systematix Group has emerged as one of the most active and trusted investment banks in Indias capital markets in FY25, closing 28 transactions and raising over 15,400 crore. Ranked among the Top 15 firms for OIP fund mobilization, Systematix captured a significant 7.5% market share of total OIP issuance this fiscal year. The firm has led marquee fundraises for institutions such as Bank of Maharashtra (3,500 Cr), UCO Bank (2,000 Cr), Central Bank of India (1,500 Cr), Indian Overseas Bank (1,437 Cr), and Jupiter Wagons (800 Cr OIP + 135 Cr Preferential Issue).

In addition to QIPs, Systematix executed diverse capital market transactions, including a 350 Cr rights issue for Welspun and a buyback for Technocraft. The firm also successfully managed equity raises for ESDS Software C780 Cr), Jain Metal Group, Jasmino, ArisInfra, Kshema, and Trualt, showcasing its sector-agnostic execution strength. With a proven track record across products like OIPs, IPOs, preferential issues, block deals, private equity, and M&A, Systematix continues to reinforce its position as a go-to advisor in Indias mid-market investment banking space. The firms agility, insight-driven approach, and relationship-driven model continue to deliver superior outcomes for clients across sectors.

2. Broking Industry and Our Business:

• Broking Industry

The India Security Brokerage Market was valued at USD 3.98 Billion in 2024 and is expected to reach USD ^ 6.21 Billion by 2030 with a CAGR of 7.76% during the forecast period. The growth of the India Security

Brokerage Market is primarily driven by factors such as the increasing demand for reliable, fast, and efficient order execution, favorable government regulations, a rise in demand for Demat accounts, and the need for effective market supervision. On the other hand, the rise of AI and algorithms in financial services is expected to create lucrative opportunities for market expansion during the forecast period.

Mumbai, located in the West region, is home to Indias prominent stock markets - the National Stock Exchange (NSE) and the BSE Limited. It serves as the largest trading hub, accounting for 50% of the trading volume on both exchanges. While the West region remains a significant player, North India is emerging as the fastest- growing region. As of January 2024, North India leads with a registered investor base of 31 million, followed by the West with 28 million, the South with 18 million, and the East with 10 million. These investors engage in buying and selling securities, including stocks, bonds, and derivatives, through brokerage services.

• Our Broking Business

Our PCG (Private Client Group) and Retail Broking segments witnessed robust growth in FY25, driven by enhanced margin availability for clients and strong capital market activity. This resulted in a significant improvement in Systematixs market share in the non-institutional brokerage space.

On the Institutional Broking front, we offer both cash and derivatives to domestic and global institutional clients. FY25 saw the addition of new empanelments and a rise in active institutional clients to over 1,102. Our domestic client rankings improved considerably, thanks to a high-quality research platform, seamless execution across trading desks, and a team-driven service approach.

Our research vertical now covers 253+ companies across 25 sectors, reinforcing our strong industry expertise. We continued to lead in corporate access, conducting focused, high-impact events like industry-specific investor conferences across India.

3. Wealth Management Industry and Our Business:

• Wealth Management Business

The Indian wealth management industry has witnessed robust growth in recent years, underpinned by sustained economic expansion, rising financial awareness, strong capital market performance and the rapid formalisation of the economy. While still nascent compared to mature markets, Indias wealth management landscape is undergoing structural transformation, with a growing base of affluent individuals increasingly seeking professional advice, digital solutions and diversified financial products to manage and grow their wealth.

India is expected to become the worlds fourth-largest economy by 2025, with the IMF projecting 6.5% growth for FY26. This momentum, combined with a strong startup ecosystem, has led to a sharp rise in the number of high-net-worth individuals (HNIs) and ultra-HNIs.

According to Knight Franks flagship study, ‘The Wealth Report 2024, the number of ultra-rich Indians will rise by 50.1% to 19,908 in 2028 from 13,263 in 2023. This is the highest growth for any country in the number of UHNWIs.

A growing share of this segment includes young founders and first-generation entrepreneurs, particularly from the technology, fintech, and startup space.

The rapid accumulation of wealth is prompting a change in how it is managed. Advisors report growing interest in purpose-led financial planning, estate structuring, and succession readiness.

This trend reflects the need to shift from short-term returns to long-term capital preservation.

Focus areas for wealth strategy

The evolving landscape has brought new priorities to the forefront:

1. Succession Planning: Early-stage planning is gaining attention to avoid future disputes.

2. Impact and ESG Investing: Younger investors are factoring in sustainability goals.

3. Cross-Border Structuring: Global investments require regulatory and legal clarity.

4. Institutional Advisory Models: Families are engaging multi-disciplinary advisory teams.

• Our Wealth Management Business:

Systematix Wealth is experiencing steady growth, currently serving 1,600+ clients with an AUM exceeding 300 crore, with a strategic focus on the small and mid-cap segments. Our PMS strategies have consistently ranked in the top quartile across all time periods, reaffirming their performance leadership-an achievement that continued into the last financial year.

Demonstrating a strong commitment to innovation and growth, Systematix Wealth has successfully filed and received SEBI approval for its Category I AIF - India SME Growth Fund, which is scheduled to be launched and closed in FY25-26.

With the Group placing a strategic bet on Wealth and Asset Management, we are poised to scale this business exponentially by onboarding marquee industry talent and introducing differentiated products across asset classes and categories. The vision is clear: to build a high-performance wealth platform that delivers alpha- driven returns while deepening our client relationships across the financial spectrum.

C. OUTLOOK FOR 2025

Investment Banking & Merchant Banking:

Investment banks are likely to adapt by leveraging technology, focusing on niche sectors, and integrating sustainability considerations into their practices. The industry is expected to remain relevant in channelling capital towards productive investments and facilitating economic growth.

Investment banking appears to have a promising future and is expanding in the correct direction. The system has ensured that, despite the rupees recent considerable decline versus the dollar, the market is functioning smoothly and that all other matters are correctly managed. Higher client returns are anticipated in the sector shortly, but business model changes are likely.

The Merchant Banking Services Market grew from USD 56.05 billion in 2024 to USD 66.69 billion in 2025. It is expected to continue growing at a CAGR of 18.29%, reaching USD 153.58 billion by 2030.

The market is primarily driven by growing corporate financing needs, expanding cross-border transactions, and increasing demand for structured financial advisory services. The rising complexity of financial transactions, including debt restructuring, underwriting, and project financing, has created a need for specialized expertise, boosting demand for merchant banking services. Additionally, advancements in fintech solutions, digital banking, and regulatory reforms aimed at improving financial transparency and compliance contribute to market growth. Large enterprises and high-net- worth individuals are actively seeking strategic financial advisory services, further driving market expansion. Moreover, the increasing focus on sustainable finance and ESG (Environmental, Social, and Governance) investing is prompting merchant banks to adapt their strategies to meet evolving market demands. The rising integration of AI and blockchain in financial advisory services is also transforming the merchant banking landscape.

Market Drivers:

1. Growing Corporate Financing Needs:

The increasing demand for corporate financing solutions is a key driver of the merchant banking services market. Businesses, ranging from startups to large enterprises, require capital for expansion, acquisitions, and operational improvements. Merchant banks play a crucial role in facilitating capital raising through private equity, venture capital, and debt financing. The rising complexity of financial transactions, coupled with the need for tailored investment strategies, has heightened the reliance on merchant banking services. Additionally, businesses are increasingly turning to structured financial solutions to optimize their capital structures, further driving market demand.

2. Expansion of Cross-Border Transactions:

The globalization of businesses and financial markets has led to a significant rise in cross-border transactions, fueling the demand for merchant banking services. Companies engaging in international trade, mergers and acquisitions, and foreign investments require specialized advisory services to navigate regulatory frameworks and market complexities. Merchant banks provide expertise in structuring cross-border deals, ensuring regulatory compliance, and mitigating financial risks. Additionally, increasing foreign direct investments (FDI) in emerging economies are creating new opportunities for merchant banking services, as businesses seek financial support to expand their global footprint.

Broking Industry:

The Union Budget 2025 is engaging with a complex global and domestic landscape, and many of the same issues impact Indian brokers.

Will tax cuts drive growth in retail investment and consumption-focused stocks? If so, rising volumes and the potential for increased volatility will put the focus on internal systems and processes. Brokers must have stable, scalable solutions in place to handle this dynamic market environment. Volatile global markets may well prompt investors to diversify, and tax and regulatory changes may support this process. Sell-side firms must ensure they can fulfill this demand with platforms that can support multi-asset trading, and workflows that allow brokers to deliver a comprehensive service efficiently.

Meanwhile, the continuing growth of foreign investment drives an expectation of a consistent global service, and brokers are seeking solutions that can support them in providing this. Technology will be at the heart of how brokers respond to the current range of global and domestic challenges.

Market Drivers:

1. Increasing Demat Account and Brokerage Business Drives Growth:

The increasing number of Demat accounts and the growth of the brokerage business are key driving factors for the India Security Brokerage Market. As more retail investors open Demat accounts to participate in the stock market, the demand for brokerage services rises. The surge in new accounts, Particularsly through digital platforms, reflects growing investor interest in equities, mutual funds, and other securities. This trend boosts market activity, leading to higher trading volumes and increased brokerage revenue. Additionally, improved financial literacy, cost-effective trading options, and enhanced transparency contribute to the markets overall expansion, fueling investor engagement. National Securities Depository Limited (NSDL) consistently standardizes all electronic Demat accounts in India for the buying and selling of securities through online brokerage platforms.

2. Technological Advancements and Digital Platforms

The second major driver of the India Security Brokerage Market is the advancement of technology, particulary the rise of digital platforms. Over the past decade, technological innovations have revolutionized how people access and trade in the stock market. Brokerage firms have adopted cutting-edge technology to enhance trading platforms, making them faster, more reliable, and easier to use. Online trading platforms, mobile apps, and algorithmic trading have made it easier for investors to buy and sell securities in real-time, irrespective of geographical barriers. The proliferation of low-cost, high-speed internet access across urban and rural areas has further expanded the reach of these platforms. As a result, brokerage services have become more accessible to a larger population, including those in smaller towns and cities. Additionally, the introduction of tools like robo-advisors has further streamlined the investment process. These AI-powered platforms help investors make informed decisions by analyzing market trends and offering customized investment strategies based on individual risk profiles and financial goals. Robo-advisors are Particularsly appealing to new investors who may not have the expertise to make complex investment decisions on their own.

Wealth Management:

As of 2023, the Indian wealth management industry is estimated to manage assets of approximately 35-40 trillion (USD 425-500 billion), according to multiple sources including the Association of Portfolio Managers in India (APMI), CRISIL and industry analyses by EY and BCG. This figure includes Assets Under Management (AUM) across private banking, Portfolio Management Services (PMS) and Alternative Investment Funds (AIFs), but excludes mutual funds and insurance-based investments directly held by retail investors. If one includes individual wealth invested via mutual funds, direct equities and retirement schemes, the size of individual investable wealth in India exceeds 100 trillion (USD1.2 trillion).

Emerging Trends in Indias Wealth Management Sector:

1. Rise of Digital and Robo-Advisory Platforms:

Digitalization has been a game changer. Investors today expect seamless, real-time services, and wealth management platforms have responded with innovative tools powered by AI, and big data analytics. Robo-advisors have carved a niche by offering algorithm-driven portfolio management with low fees, transparent structures, and minimal human intervention-ideal for tech-savvy millennials and Gen Z investors.

2. Customized Wealth Solutions:

Gone are the days of “one-size-fits-all” advisory models. Todays clients demand personalized solutions aligned with their financial goals, risk appetite, and life stages. Wealth managers are offering tailor-made portfolios integrating tax planning, estate planning, and goal-based investment strategies

Market Drivers:

1. Expanding Middle and Affluent Class:

Indias socio-economic shift is notable. Rising incomes and urbanization are swelling the ranks of middle and affluent class citizens who are actively seeking wealth creation and preservation strategies. Financial planning is no longer a luxury-its a necessity.

2. Rising Financial Literacy

Government programs, digital campaigns, and private sector initiatives have greatly improved financial literacy. More Indians are now aware of inflation-adjusted returns, diversification, and long-term wealth creation, which drives demand for structured investment management.

Despite its strong growth trajectory, the Indian wealth management industry faces several structural challenges. Nevertheless, the medium to long-term outlook remains highly favourable. With Indias household financial wealth projected to grow at over 10-12% annually, driven by rising incomes and deeper financialisation, the demand for professional wealth management services is expected to rise significantly. A young, technologically adept population, a broadening investment universe and a maturing regulatory landscape are likely to propel India towards becoming one of the largest and most dynamic wealth management markets globally in the coming decade.

D. OPPORTUNITIES/ THREATS/ STRENGTHS Opportunities:

• Long-term economic outlook positive, will lead to opportunity for financial services;

• Growing Financial Services industrys share of wallet for disposable income;

• Regulatory reforms would aid greater participation by all class of investors;

• Leveraging technology to enable best practices and processes;

• Corporates looking at consolidation / acquisitions / restructuring opens out opportunities for the corporate advisory business;

• Expanding access to financial services and promoting financial literacy can bring more individuals into the capital market fold;

• Alternative investment funds, Real Estate Investment Trusts (REITs), and Infrastructure Investment Trusts (InvITs) offer new avenues for investment and capital raising;

• Growth in new and emerging sectors like technology, healthcare, and renewable energy can create new investment opportunities.

Threats:

• Execution risk;

• Short term economic slowdown impacting investor sentiments and business activities;

• Fluctuations in the global economy can significantly impact the Indian capital market, leading to volatility and reduced investor confidence;

• Increased intensity of competition from local and global players, especially the players with strong technology edge in the business;

• Market trends making other assets relatively attractive as investment avenues;

• Changes in regulations, compliance requirements, and oversight can pose challenges for market participants;

• Monitoring the legitimacy of foreign investments and mitigating risks like money laundering and foreign exchange fluctuations are crucial;

• Investors may choose to invest in other asset classes like real estate, potentially impacting capital market participation;

• Unfavourable geopolitical events can create uncertainty and negatively impact investor sentiment.

Strengths:

• Strong Brand name & presence;

• Strong deals execution track record;

• Experienced top management;

• Integrated financial services provider;

• Independent and insightful research;

• State of art infrastructure.

• Road shows and Conferences with senior managements of high repute

• Indias capital market benefits from a vast and expanding pool of investors, including both domestic and foreign participants;

• Theres a noticeable trend of increased participation from individual retail investors, indicating growing confidence in the market;

• The presence of established regulatory bodies like SEBI (Securities and Exchange Board of India) helps maintain market integrity and investor protection;

• A growing economy with strong domestic demand provides a solid foundation for capital market activity;

• Digital platforms and online trading have made it easier and more accessible for investors to participate in the market;

E. RISKS AND CONCERNS

Systematix being in financial sector is highly exposed to major market risks i.e. Credit risk, Market risk, Liquidity risk and Operational risk. We have adequate Risk Management Techniques and safeguards in place to ensure that major risks are properly assessed, analyzed and mitigation tools are applied and that the identified risks are commensurate with the potential returns.

i. Market Risk

Trading and investment in assets like equity, commodities, debts, foreign currency and derivatives is exposed to economic growth levels, inflation, prices, interest rates, foreign exchange rates and other macro-economic factors. Since, our exposure to market risk is determined by a number of factors including size, composition and diversification of positions held and market volatility, The Market Risk Management minimize market risk exposures within acceptable parameters, while optimizing the return on risk.

ii. Credit Risk

In order to manage and control exposure to Credit risks in the Capital market we collect upfront margins in the form of funds and/or securities/ commodities from clients and trading members against their trading positions. We also monitor positions, margins, mark to market losses and risks on real time basis through risk management systems and policies specially designed to mitigate the credit risk.

Our approach in the financing business is to effectively implement the loan policy which we follow to accept borrowers and loan proposals. To reduce the credit risk in financing, we perform a detailed credit assessment on the prospective borrower or seek security over some assets of the borrower or a guarantee from a third party.

iii. Operational Risk

We have adopted key risk indicators that assess Operational risk i.e., Internal fraud, External fraud, Technology failures, Process execution and Business practices.

Operational breakdowns or breaches have the potential to detrimentally affect your Companys reputation and financial standing, potentially resulting in legal or regulatory sanctions.

We had set benchmarks for abovementioned risks and track and measure the same through quantifiable data. Subsequently, our management pre-emptively makes decisions on whether to accept, mitigate, or avoid risk.

iv. Human Capital Risk

The scarcity of qualified talent can hinder our Companys capacity to provide high-quality services to clients and have adverse effects on our business performance.

Our Company dedicates resources to employee development through training programmes, offers competitive compensation and benefits, and nurtures a positive work environment.

v. Technology Risk

Technological malfunctions or security breaches have the potential to disrupt our Companys service delivery to clients, leading to financial losses and reputational damage.

Your Company prioritises investments in technology and cybersecurity measures, conducts frequent risk assessments, and upholds business continuity plans.

vi. Regulatory Risk:

Failure to adhere to regulations can lead to legal or regulatory penalties, tarnishing our Companys reputation and potentially causing the loss of clients or business opportunities.

Our Company remains updated with the latest regulatory modifications, ensuring adherence to all relevant compliances and fostering strong ties with regulatory bodies.

Risk management

The Systematix Groups activities expose it to a variety of financial risks, including but not limited to market risk, credit risk, operational risk, human capital risk, technology risk, regulatory risk. The Systematix Groups primary risk management focus is to minimize potential adverse effects on revenue. Systematix Groups risk management assessment and policies and processes are established to identify and analyze the risks faced by the Systematix Groups, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Groups activities. The management of your Company is responsible for overseeing the Groups risk assessment and management policies and processes.

Equity share capital, other equity and secured borrowings from the banks are considered for the purpose of Companys capital management. We aim to manage our capital efficiently so as to safeguard our ability to continue as a going concern and to optimise returns to our shareholders. Our capital structure is based on managements judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, we may borrow from external parties such as banks or financial institutions. Our policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain shareholder, creditor and stakeholder confidence to sustain future development and growth of our business. We will take appropriate steps in order to maintain, or if necessary adjust, our capital structure.

F. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

We have adequate systems of internal control, to ensure that all assets are safeguarded and protected against loss from unauthorized use and procedures commensurate with the size and nature of business. We continuously upgrade our systems in line with the best availability practices. These systems are supported by periodical reviews by the management and standard policies and guidelines to ensure that financial and other records are prepared accurately.

G. SYSTEMATIX GROUP OVERVIEW

Systematix Corporate Services Limited (SCSL) has come a long way since its incorporation, more than three decades ago. Your Company is a SEBI registered ‘Category I Merchant Banker and having 5 subsidiaries. Your Companys operations are organized around three broad business lines - Public Issues / Follow on Offerings / Right issues and Private Placements for our prestigious corporate clients. With a knowledge centric approach and our mission to provide our customers with secure, customized and comprehensive financial solutions and thereby achieve sustained growth we have restructured ourselves through a hub-and-spoke model and have become a one stop service provider of financial services across various assets classes during the year. Through our five subsidiaries, we have established our presence in the Wealth Management, Institutional & HNI / UHNI Broking, Commodities and Loan Against Shares (through RBI registered NBFC). We, through our subsidiaries, have facilities at around 7 locations via branches & close to 70 franchisees, spread across 9 states, targeting a strong client base across India.

This strategy is complemented by the following strengths:

• Diversified revenue streams with a balanced mix of revenue from various businesses

• Strong and liquid balance sheet

• Cost flexibility

• Risk Management

• People and culture

As a result, Systematix is fast emerging into Indias leading full-service and integrated financial services provider offering a wide range of products and services. As a knowledge-driven financial services firm, our key objective is to serve all the financial needs of our customers across the value chain and throughout their lifecycle journey. We are a one-stop solution catering to every requirement of our customers related to managing and growing financial assets.

Systematix Group is a 40 years old, a leading financial services firm. We offer robust products across Investment Banking, Merchant Banking, Broking, Wealth Management, Portfolio Management Services (PMS), E-Broking and Depository Services. We have more than 40,000 registered clients - FIIs, DIIs, Insurance Companies, Bank Treasuries, Corporate Treasuries, Promoters, Ultra HNIs, HNIs and Retail investors. We have leading presence across markets such as Equity, Derivative, PMS, Commodity, Currency Derivative, IPO, Mutual Fund and Debt Product (Primary) markets. We have Pan India presence with wide network spread across more than 50+cities in Indias key locations of Mumbai, Delhi, Lucknow, Jaipur, Indore, Ujjain and Ahmedabad.

H. SERVICES OFFERED

i. Merchant Banking & Investment Banking:

Merchant Banking & Investment Banking Division comprises of a group of highly experienced professionals with diverse expertise in investment advisory with special skills in assisting medium sized companies raising growth capital, companies going public and advising promoters or stakeholders (with a special focus on Private Equity funds) on stake sale. We help companies to raise capital during the growth and expansion phases as well as acquisition, financing and structuring the deal to maximize value for all its stakeholders. The comprehensive range of services from conception to completion provided under one roof reinforces our commitment on quality assurances through total involvement.

Each senior member of the team has more than a decade experience in the capital markets and have handled a variety of deals across several key sectors such as hospitality, automobiles, retail, engineering, media & entertainment, infrastructure, logistics, metals & mining, pharmaceuticals, power, banking & financial services, telecom & IT among others.

During the year under review, the division has gone up by 23.09% to Rs. 6,877.76 Lakh as compared to last year of Rs. 5,587.78 Lakh.

Our offerings are as follows:

• Open Offers/ Delisting / Buy-backs;

• IPOs/ Rights Issues/Follow-on Public Offers;

• Equity / Debt placements;

• Valuations;

• ESOP Advisory;

• Other Corporate Advisory Services.

ii. Financing & Other Activities:

The income from financing & other activities was Rs. 1,156.38 Lakh as compared to previous year Rs. 1,347.31 Lakh, an 14.17% decrease over the preceding year.

Our product offerings include activities like financing against shares and margin funding.

iii. Broking activities:

The broking division of our company focuses on bridging the gap between the physical and the digital world, catering to Equity, Derivatives, Commodities and Currency markets. We have robust dedicated advisory desk for mass retail and affluent clients. We focus on enhanced customer experience, high quality advisory, digital initiative, distribution of assets based product, system driven trading products and network expansion.

The income from broking activities stood at Rs. 9,358.64 lakhs as compared to previous year at Rs. 7,984.88 lakhs, an 17.20% increase over the preceding year.

iv. Wealth Management:

We have built our Wealth Management offering with a passion for excellence. The Wealth Management team at Systematix works with the objective of providing our clients with a bouquet of smart investment products, each analyzed and evaluated meticulously and thereafter blended together to precisely meet your unique investment needs. We have an enviable research team that spans multiple asset classes bringing insightful research to our clients. The proximity and connectivity of our Management with industry enables us to view in closer detail, the companies we study for investing.

Our approach is entirely client-centric, which means that the services and products will be tailored to suit their specific requirements.

Distribution and marketing income comprises commission, brokerage and marketing income generated from distribution of third party products such as insurance, mutual funds, IPO and online marketing on our website. A part of the income is contributed by commission and brokerage on Mutual Fund Distribution from the wealth management platform.

During the year companys income from distribution and marketing was 211.76 Lakhs as compared to Rs. 139.61 Lakh, a 51.68% increase from last year.

v. Portfolio Management Services:

Portfolio Management Service (PMS) is a sophisticated investment vehicle that offers customized investment strategies to capitalize on opportunities in the market. Efficient Investment Management requires time, knowledge, understanding, expertise and constant monitoring of developments in micro and macro-economic environment. That is difficult for investors because of involvement in its own business profession and other activities. For those who need an expert to help to manage their investments, PMS is the right answer.

Our Portfolio Managers work with clients to design an individual investment strategy in accordance with their objectives, risk tolerance, and liquidity needs and draw upon the best suited portfolio. In a nut shell, based on our holistic investment approach and innovative product capabilities we offer you very active multi asset class portfolio advisory & management services with personalized attention and active participation of Systematix management. We offer both discretionary and non-discretionary portfolio services.

During the year companys income from PMS was Rs. 42.81 Lakhs as compared to Rs. 48.36 Lakhs, a 11.48% decrease from last year

vi. Research:

Research Team offers incisive, timely, objective and in-depth research across multiple asset classes. Driven by an in-depth understanding of investments and a deep sense of professional ethics and integrity, the Systematix Wealth Research team provides unbiased advice to our clients. Being present across the entire spectrum of investment services / products, such as equities, derivatives, fixed income products, currencies, mutual funds and commodities, Systematix Wealth Research subjects each security in its universe to stringent analytical rigor to arrive at the fair value. We take pride in our philosophy of offering advice which is in the best interest of our clients. Our emphasis on building long-term relationship ensures that we work closely with our clients empowering them to gain from market opportunities.

Our Research Process is structured around the objective of enabling our Wealth Management Team to create winning portfolios for our Clients across diverse assets, capable of delivering superior returns to investors as well as to prevent portfolio erosion in bad times.

The philosophy and goal of Systematix Wealth Research is to provide investors with a clear analysis that enables them to take a rational decision towards achieving the desired profit objectives.

I. FINANCIAL PERFORMANCE HIGHLIGHTS

The financial statements have been prepared in compliance with the requirements of the Companies Act, 2013 and Generally Accepted Accounting Principles (GAAP) in India.

Table 1: Abridged Statement of Profit and Loss

(Rs. in Lakh)

Consolidated

Particulars	FY 25	% of Total Income	FY 24	% of Total Income
Revenue	13,938.70	82.54%	13,965.42	93.91%
Income from Operation
Other Income	2,948.09	17.46%	888.31	5.98%
Total	16,886.79	100.00%	14,853.73	100%
Expenditure Employees Cost	4,806.41	28.46%	4371.48	29.43%
Finance Cost	417.28	2.47%	309.00	2.08%
Net loss on fair value changes	1,657.93	9.82%	-	-
Share of loss from Joint Venture LLP	1.25	0.01%	0.20	0.00%
Impairment on financial instruments	-	-	-	-
Depreciation	317.94	1.88%	192.49	1.30%
Other Expenses	3,976.82	23.55%	3207.88	21.60%
Total	11,177.64	66.19%	8,081.05	54.40%
Exceptional Items	-	-	-	-
Profit Before Tax	5,709.15	33.81%	6772.69	45.60%
Tax- current & deferred	1,133.02	6.71%	1438.06	9.68%
Profit after Tax	4,576.13	27.10%	5334.63	35.92%
Other comprehensive income	(5.59)	0.03%	(13.36)	0.09%
Total comprehensive income for the year	4,570.54	27.07%	5321.27	35.82%
Earning per Shares (Basic)	3.46	-	4.11	-
Earning per Shares (Diluted)	3.46	-	4.11	-

The revenues of our Company for the financial year under review are Rs. 14,597.19 Lakh as compared to Rs. 7,877.40 Lakh for the previous year. The profit for the year under review is 5321.27 Lakh as against the Profit of 544.67 Lakh in the previous year.

Table 2: Abridged Statement of Profit and Loss

(Rs. in Lakh)

Standalone

Particulars	FY 25	% of Total Income	FY 24	% of Total Income
Revenue Income from Operation	6,819.62	99.15%	5,575.78	99.79%
Other Income	58.14	0.85%	11.99	0.21%
Total	6,877.76	100.00%	5,587.78	100%
Expenditure Employee benefits expenses	1,488.82	21.65%	1149.41	20.57%
Finance Cost	282.27	4.10%	229.16	4.10%
Net loss on fair value changes	-	-	-	-
Impairment on financial instruments	-	-	-	-
Share of loss from Joint Venture LLP	1.25	0.02%	0.20	0.01%
Depreciation	237.15	3.45%	74.84	1.34%
Other Expenses	1,669.25	24.27%	1173.50	21.00%
Total	3,678.74	53.49%	2,627.10	47.02%
Exceptional Items	-	-	-	-
Profit Before Tax	3,199.02	46.51%	2960.68	52.98%
Tax- current & deferred	835.52	12.15%	768.49	13.75%
Profit after Tax	2,363.49	34.36%	2192.20	39.23%
Other comprehensive income	(2.51)	0.04%	(3.33)	0.06%
Total comprehensive income for the year	2,360.99	34.33%	2188.87	39.17%
Earning per Shares (Basic)	1.79	-	1.69	-
Earning per Shares (Diluted)	1.79	-	1.69	-

> Performance of Subsidiaries:

Systematix Shares and Stocks (India) Limited :

(Rs. in Lakh)

Particulars	FY 25	FY 24	Growth %
Total Revenues	9346.26	7923.80	17.95%
EBIDT	1,857.71	2731.37	(31.99)%
PBT	1,473.84	2500.88	(41.07)%
PAT	1,359.15	2010.99	(32.41)%

Systematix Fincorp India Limited :

(Rs. in Lakh)

Particulars	FY 25	FY 24	Growth %
Total Revenues	831.83	756.66	9.93%
EBIDT	757.88	731.21	3.65%
PBT	752.98	723.47	4.08%
PAT	643.29	653.03	(1.49)%

Systematix Finvest Private Limited :

(Rs. in Lakh)

Particulars	FY 25	FY 24	Growth %
Total Revenues	324.55	590.66	(45.05)%
EBIDT	294.71	564.02	(47.75)%
PBT	279.67	551.96	(49.33)%
PAT	206.48	449.28	(54.04)%

Systematix Commodities Services Private Limited :

(Rs. in Lakh)

Particulars	FY 25	FY 24	Growth %
Total Revenues	12.38	61.08	(79.73)%
EBIDT	11.30	50.82	(77.76)%
PBT	5.26	36.46	(85.57)%
PAT	5.25	29.93	(82.46)%

Systematix Wealth & Asset Services Private Limited (Formerly Known as Systematix Wealth & Asset Management Private Limited & Systematix Ventures Private Limited)

(Rs. in Lakh)

Particulars	FY 25	FY 24	Growth %
Total Revenues	0.34	0.77	(55.84)%
EBIDT	(1.62)	(0.74)	118.94%
PBT	(1.62)	(0.74)	118.94%
PAT	(1.55)	(0.79)	95.25%

Details of significant changes in key financial Ratios:

Sr. No.	Particulars	FY 25	FY 24	change in %	Explanation
1.	Debtors Turnover Ratio	5.61	11.53	(51.35%)	Increase in debtors resulted into decrease in Debtor Turnover Ratio as compared to last year.
2.	Interest coverage ratio (ICR)	14.68	22.92	(35.94%)	Decrease in profit and increase in Interest cost resulted into decrease in Interest Coverage Ratio.
3.	Current ratio	2.98	1.68	77.82%	Increase in current asset resulted in increase in Current Ratio.
4.	Debt Equity Ratio	0.03	0.08	(54.42%)	Increase in share/owned capital resulted in decrease of Debt Equity Ratio.
5.	Operating Profit Margin	0.36	0.48	(23.90%)	Decrease in earning on account of institutional corporate discount on brokerage and increase in fixed cost resulted in decrease in earning and overall increase in total revenue resulted in decrease of overall operating profit margin.
6.	Net Profit Margin	0.27	0.36	(24.55%)	Decrease in net profit and increase in total revenue resulted in decrease of overall operating profit margin
7.	Return on Net Worth	0.15	0.35	(56.42%)	Decrease in net income and increase in shareholder owed/equity resulted in overall decrease in return on net worth

Note: The figures for the corresponding previous period have been restated / grouped wherever necessary.

J. HUMAN RESOURCES

We continue to Lay emphasis on developing and facilitating optimum human performance through Employee Engagement, Encourage Health and Wellness and Rewards and Recognition. At Systematix, we aim to create learning and development journeys based on output of the talent assessment process and focus on the leadership mindsets and behaviours. Recruitment process has been strengthened to ensure higher competence levels.

There were approx 242 permanent employees on the roll of your Company and its subsidiaries as on March 31, 2025.

We encourage an entrepreneurial spirit among employees, offering uncapped incentives and empowering Relationship Managers to innovate and expand client engagements without geographical boundaries. This policy nurtures ownership and drives engagement across all levels of the organisation.

We aim to create a thriving, safe and inclusive workplace for its employees and providing merit based opportunities for professional development and growth while providing equal opportunity for employment across gender or ethnic background.

K. CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis describing our Companys objectives, projections, estimates and expectations may be ‘forward-looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed or implied. Important factors that could make a difference to our operations include global economy, political stability, stock performance on stock markets, changes in government regulations, tax regimes, economic developments and other incidental factors. Except as required by law, we do not undertake to update any forward-looking statements to reflect future events or circumstances. Investors are advised to exercise due care and caution while interpreting these statements.