Systematix Corporate Services Ltd Management Discussions

A. OVERVIEW & OUTLOOK

India remained the fastest growing major economy, expanding at 7.6 per cent during FY2025-26 (7.1% a year ago), supported by strong domestic consumption, sustained investment, proactive policy initiatives and sound macroeconomic fundamentals.

The key economic sectors driving Indias growth are:

Agriculture: Stabilising Rural Demand: Agriculture and allied activities continue to play a stabilising role in Indias growth cycle by supporting rural demand and income security. The sector was estimated to grow by 3.1% in FY2025-26, supported by a favourable monsoon during H1 FY2025-26. Agricultural Gross Value Added (GVA) expanded by 3.6% in

H1 FY2025-26, higher than the 2.7% growth recorded in H1 FY2024-25, reflecting improved crop performance. Allied activities particularly livestock and fisheries have exhibited stable growth of around 5 6%, providing resilience and diversification reflecting a relatively stable expansion in allied sectors.

Industry and Manufacturing: Momentum Builds: Industrial activity was expected to gain momentum in FY2025-26, with the industrial sector projected to grow by 6.2%, up from 5.9% in FY2024-25. The sector recorded growth of 7.0% in exceeding thethefirst growth half of 6.1% in H1 of FY2024-25 and the pre-COVID trend of 5.2%.

Manufacturing has emerged as a key growth engine, with GVA growth accelerating to 7.72% in Q1 and 9.13% in Q2 of FY2025-26, signalling a structural recovery. Government-led initiatives, particularly the Production Linked Incentive (PLI) schemes across 14 sectors, have played a catalytic role attracting over 2.0 lakh crore of actual investment, generating incremental production/sales exceeding 18.7 lakh crore, and creating over 12.6 lakh jobs as of September 2025.

Defense: The Structural Fortress: In FY 2025-26, the narrative has shifted from "import substitution" to "export powerhouse." Indian defense majors are no longer just serving the Indian armed forces. As of late 2025, defense exports

Philippines, and African nations. The governments target havehitrecordhighs,withsignificant of 50,000 crore in annual defense exports by financialyear 2029 looks increasingly achievable.

Services: The Dominant Growth Engine: Services sector is estimated to have grown by 9.1% in FY2025-26, up from 7.2% in FY2024-25, indicating a further acceleration in services-led expansion. Services share in GDP rose to 53.6% in H1 FY2025-26, while its share in GVA reached a historic high of 56.4% as per the FY2025-26 First Advance Estimates, reflecting the rising importance of modern, tradable, and digitally delivered services.

India is now the worlds seventh-largest exporter of services, with its share in global services trade more than doubling from 2% in 2005 to 4.3% in 2024 and the sector remains the largest recipient of foreign direct investment. Implicit estimate for H2 suggests a continuation of the services sectors momentum, supported by resilient domestic demand and steady export activity.

Indias growth outlook remains robust, underpinned by strong macroeconomic fundamentals and broad-based demand momentum. As per the First Advance Estimates, real GDP and Gross Value Added (GVA) are projected to grow by 7.4% and 7.3% respectively in FY26.

A strong agricultural performance has bolstered rural incomes and consumption, while improvements in urban demand- supported by tax rationalisation measures indicate a broadening of the consumption base. Indias potential growth is estimated at around 7%, with real GDP growth for FY2026-27 projected in the range of 6.8-7.2%, reflecting sustained medium-term growth capacity amid a challenging global environment.

B. INDUSTRY STRUCTURE AND DEVELOPMENTS - CAPITAL MARKETS

Indian capital markets in FY2025-26 shifted to a structural phase of deep domestic institutionalization and global integration, often called "Capital Markets 3.0". Domestic capital surged, heavily counterbalancing foreign outflows, while regulatory reforms modernized primary and secondary market structures. In the midst of continuous shifts in trade policies and exacerbated uncertainties, Indias equity markets exhibited a phase of measured yet resilient performance, reflecting the interplay of supportive policies, macroeconomic conditions and sustained domestic investor participation.

The imposition of US tariff sanctions, weaker-than-expected corporate earnings in Q1 FY2025-26 and foreign capital outflows collectively weighed on market sentiment. However, a series of measures, including a personal income tax cut, a GST overhaul, easing of monetary policy, and receding inflation, as well as improved corporate performance in Q2

FY2025-26, supported the market during the period.

Indias household financial wealth has expanded rapidly over the past decade, rising more than threefold between

2015 and 2025, but the composition of this wealth has shifted in important ways.

Deposits continue to remain the largest component, though their share has declined from about 46% to 36%. While absolute savings in bank instruments have grown steadily, households are increasingly allocating incremental savings to a broader set of financial assets. Indias wealth management industry is entering a structurally stronger phase, driven less by market cycles and more by behavioural and institutional shifts.

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

The Securities and Exchange Board of India (SEBI) transitioned the industry from basic compliance to risk-based supervision by overhauling the SEBI (Merchant Bankers) Regulations 1992.

Key Performance & Industry Trends y Robust Primary Market: Merchant bankers saw immense deal flow. Indias banking and capital market sectors recorded strong growth,withoutstandingcreditexpandingandsignificantresource mobilization from public and rights issues. y Wealth Diffusion: The market expanded beyond major cities. The mutual fund sector surged to 5.9 crore investors, increasing demand for merchant banking advisory and wealth management services. y Landmark Regulatory Overhaul: SEBI overhauled the merchant banking framework. The regulator replaced the older, flat5 crore net-worth rule with a strict, two-tier risk-based system to ensure only financially robust players operate as gatekeepers of the market. y Our Business:

Investment Banking delivered a standout year, executing a cumulative deal value of over 4,600 Cr across product mixes in the mid-market. On the equity capital markets (ECM) front, the oneofthemostdiversified Group steered a series of marquee IPO mandates Vikran Engineering (772 Cr, Co-BRLM), Jaro Education (450 Cr, Co-BRLM), Mangal Electricals (400 Cr, Sole BRLM) and Indogulf Cropsciences (200 Cr, Sole BRLM) while leading sizeable QIP and rights transactions including Veranda Learning (357 Cr), GHCL (300 Cr), JTEKT India (250 Cr) and Ratnaveer Precision Engineering (186 Cr). Momentum extended well beyond public issuances, with the team executing high-value block deals (Happy Forgings 310 Cr, Dodla Dairy

60 Cr), pre-IPO and preferential placements (Jaro Education 115 Cr, Hindustan Foods 70 Cr, Arisinfra Solutions 56 Cr), private equity fund raises (Knest Manufacturers 305 Cr, CLR Facility Services 125 Cr, MT&T Rentals 100 Cr) and open offers (Sayaji Hotels 100 Cr, Supreme Infrastructure 70 Cr). Crucially, this performance is underpinned by a formidable forward book: a transaction pipeline of over 11,600 Cr across

27+ active opportunities, anchored by a robust IPO pipeline of ~3,490 Cr with DRHPs filed and approved across sectors spanning data centres, packaging, green steel, green energy and engineering. With a proven track record spanning the full spectrum of products - IPOs, QIPs, 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. It is the groups agility, insight-driven approach and relationship-led model that consistently translates intosuperioroutcomesforclientsacrosssectors,reaffirmingits standing as one of

Indias fastest-growing investment banks and an advisor of choice to mid-market corporates.

2. Broking Industry and Our Business: y Broking Industry

The Indian stock broking industry experienced a transitional year in FY2025-26, characterized by regulatory overhauls, shrinking derivative trading volumes, and a contraction in the active client base. Despite these headwinds, major listed players and exchanges sustained profitability through revenue diversification, including wealth management and margin funding.

The Securities and Exchange Board of India (SEBI) introduced strict index derivatives reforms (including changes to lot sizes and weekly expiries). This led to an 18% to 35% decline in Options Average Daily Turnover (ADTO) from pre-regulation levels, dragging overall industry broker profitability down in the latter half of the fiscal year. The discount brokerage sector faced a contraction in active participation. The total active client base across major platforms fell significantly (by roughly 5.35 million) as smaller-investors recalibrated their strategies.

With pure transaction and broking income under pressure, brokers expanded into higher-yield alternative products and financial distribution (e.g., insurance, mutual funds). The gross MTF book touched all-time highs as brokers increasingly acted as non-banking financial companies (NBFCs), capturing steady interest income to hedge against secondary market volatility. While Foreign Portfolio Investors (FPIs) were intense net sellers, Domestic Institutional Investors (DIIs) and retail inflows provided consistent structural support, pushing mutual fund assets and demat account openings to record milestones

Our Broking Business

The Broking franchise remained a core pillar of the Groups performance during the year, spanning both retail and institutional clients. On the non-institutional side, the Private Client Group (PCG) and Retail Broking segments delivered robust growth, powered by enhanced margin availability for clients and sustained capital market activity, supported by a wide reach of over 40,000 clients and a 62+ franchise network across retail and HNI segments, which together translated into a meaningful improvement in Systematixs market share in the non-institutional brokerage space. On the Institutional Broking front, the Group offers a full suite of cash and derivatives capabilities to both domestic and global institutional clients and is empanelled with 200+ institutional investors with relationships spanning all marquee fund houses a franchise anchored in a high-quality research platform, seamless execution across trading desks and a genuinely team-driven service approach. This is reflected in ~459 Cr of block deals executed in this year. Underpinning the business is a robust research vertical covering ~328 stocks across large, mid and small caps and spread over 20+ sectors, reinforcing the depth of the Groups industry expertise. The franchise continues to lead in corporate access hosting focused, high-impact engagements including industry-specific investor conferences across India that connect institutional investors with corporate management.

3. Asset and Wealth Management Industry and Our Business:

Asset Management Business

Indias asset management industry is entering a phase of structural expansion, supported by rising financialization of household savings, increasing investor awareness, deeper capital markets and growing demand for professionally managed investment solutions. While traditional mutual funds continue to form the core of the industry, the alternatives segment including Alternative Investment Funds (AIFs), Portfolio

Management Services (PMS) and other bespoke investment solutions is gaining increasing relevance as investors seek differentiated strategies, greater participation in emerging sectors and opportunities beyond conventional asset classes.

The alternatives market is expected to benefit from the growing pool of high-net-worth and affluent investors, increasing institutional participation and the emergence of opportunities across high-growth segments of the Indian economy. In particular, private market strategies and focused equity offerings are gaining traction as investors look for long-term wealth creation through specialised, research-driven investment approaches. The regulatory evolution of the AIF ecosystem and increasing sophistication of the investor base are also expected to support continued growth in this segment.

Against this backdrop, the Group sees significant opportunity to build a scalable and diversified asset management platform. The successful launch and full subscription of its first AIF, followed by the launch of its second AIF and the filing of a Category III AIF, provide a strong foundation for further expansion across alternative investment strategies. With Indias long-term economic growth creating opportunities across sectors and market capitalisation segments, the Group remains well positioned to participate in the expanding demand for specialised, professionally managed investment products and build a meaningful asset management franchise over the medium to long term.

Our Asset Management Business

The Asset Management business gathered strong momentum during the year, decisively scaling up its alternatives alternative offering - the India SME Growth Fund, a platform. The Group launched itsfirst

Category I AIF - in August 2025, and achieved full subscription of approximately 125 Cr by July 2026. Notably, the entire corpus was raised on the strength of the Groups own distribution capability, without recourse to any external distribution channel, a powerful validation of the franchises reach and the trust it commands among investors. Building on this success, the Group launched its second alternative fund, the India Equity Opportunities Fund, a Category II AIF with target AUM of 1,000 Cr (including greenshoe option), for which fund-raising is already underway. Sustaining this momentum, the Group has further filed a Category III AIF, an open-ended equity scheme with SEBI, and approval is currently awaited. During the year, the India SME Growth fund deployed capital across three high-growth themes

- Data Centres, FMCG and Defence reflecting a disciplined, conviction-led investment the alternatives build-out, the Group strengthened its Portfolio Management Services franchise with two new investment approaches: Systematix Million to Billion PMS and Systematix Emerging Leaders PMS which were under approval through March 2026 and were formally approved and launched in July 2026, broadening the Groups discretionary offering across the wealth-creation spectrum. This is complemented by the group established PMS franchises strong track record of risk-adjusted returns of 20.9% (3-year) and 18.0% (5-year) CAGR, reinforcing the verticals credentials as a trusted manager of long-term capital.

Wealth Management Business

The year 2026 isnt just another calendar milestone for the Indian economy. It represents an inflection point where decades of structural reforms, infrastructure buildout and policy momentum converge into tangible wealth creation opportunities.

Infrastructure development represents the single largest wealth creation plan driver through 2030. Indias National Infrastructure Pipeline targets spending of $1.723 trillion on infrastructure between FY2024 and FY2030. The governments capital expenditure for FY2025-26 stands at 11.21 trillion ($127 billion), representing 3.1% of GDP a five-fold increase over the past decade. The Bharatmala Pariyojana road development program is developing 34,800 km of national highways, with 4.72 lakh crore already invested by NHAI as of 2024. Translating macroeconomic tailwinds into actionable investment opportunities in India requires sector-specific focus:

Power and Utilities: With 476 GW of installed capacity and a push toward 500 GW non-fossil capacity by 2030, power infrastructure offers multi-year visibility.

Logistics: Indias logistics sector, already a $317 billion industry, is projected to exceed $484 billion by 2029. Financial Services: As the formal economy expands and consumption grows, financial facilitating credit and payments will capture disproportionate value.

Risk Factors and Strategic Positioning: The Indian economy faces three primary headwinds: global trade tensions, oil price volatility, and productive job creation challenges.

Real-Estate: Driven by urbanization, infrastructure spending, and rising housing demand, Indias real estate sector is expected to surpass $1 trillion by 2030. Growth in residential housing, commercial office space, warehousing, and industrial parks provides long-term visibility for developers, housing finance companies, and ancillary building-material businesses.

Our Wealth Management Business:

This year marked a bold new chapter for the Group with the formal launch of its Private Wealth business, decisive move to capture one of the fastest-growing opportunities in Indian financial services: the wealth of HNIs, UHNIs and family offices. The business does not start from scratch; it is anchored in the Groups deep client relationships and an existing ~7,800 Cr base of assets under custody & management, giving both credibility and scale from day one. Steering this ambition is a leadership team of proven pedigree - Mr

Bhaskar Hazra and Mr. Partha Sengupta, Joint Managing Directors & CEOs, who together bring more than decades of experience built at some of the worlds most respected private banking and wealth franchises Under their stewardship, the Group is building a next-generation wealth management platform which technology-led, insight-driven and backed by focused investments in senior talent, digital capability and regulatory infrastructure. This business is now present with offices across Mumbai, Ahmedabad, Delhi, Indore and Kolkata. These are deliberate investments in the future: while they temper near-term profitability, they position Private Wealth to emerge as a powerful, differentiated engine of long-term growth for the Group.

C. OUTLOOK FOR 2026-27

Investment Banking & Merchant Banking:

The FY2025-26 delivered record capital market activity, around 112 mainboard IPOs raised approximately 1.8 lakh crore, exceeding FY2024-25s record. More than 144 SEBI-approved IPOs worth roughly 1.75 lakh crore entered FY2026-27s pipeline, with additional proposals awaiting approval. Institutional participation remained strong, though retail participation weakened due to lower listing gains and volatile markets. Merchant bankers increasingly diversified into QIPs, OFS, buybacks, rights issues, M&A advisory, and debt issuance rather than relying solely on IPO mandates Although fundraising hit records, several warning signs emerged: y Average listing gains fell sharply to around 8%, compared with much higher gains in FY2024-25. y Only about one-third of FY2025-26 IPOs were trading above issue price by year-end. y Market volatility reduced investor appetite in the final quarter.

Retail investors became more selective regarding valuations and OFS-heavy issues.

Assessment of Merchant Banking Industry FY 2025-26

The FY2026-27 is expected to be characterized by stronger emphasis on transaction quality, pricing discipline, debt capital markets, and large-ticket IPOs rather than sheer deal volume. India enters FY2026-27 with one of the largest IPO backlogs in decades. Potential large issues discussed by market participants includes, Jio Platforms, National Stock Exchange of India, Zepto and Manipal Hospitals.

Large transactions generally generate higher advisory fees and syndication income for merchant bankers. The banking and financial services sector is expected to see improved earnings growth in FY2026-27 after a challenging FY2025- ECM and DCM mandates, this should support merchant banking 26.SinceBFSIcontributesa significant revenues.

Market Drivers:

1. Surge in Initial Public Offerings (IPOs):

India has experienced a remarkable increase in IPO activity, positioning itself as Asias leading market for initial

Companies such as Swiggy and Hyundai Motor have significantly contributed to this surge, making India the worlds second-largest equity fundraising market after the United States. The National Stock Exchange of India is set to lead in primary listings by value, outperforming Nasdaq and the Hong Kong Stock Exchange. This robust IPO landscape has provided investment banks with substantial underwriting and advisory opportunities, bolstering their revenues and market presence.

2. Digital Transformation in Financial Services:

The foundation of the digital revolution in India has been built on the digitization push by the Government of

India and enabling regulations by the Reserve Bank of India (RBI). This digital shift has led to the emergence of fintech companies and the integration of technology in traditional banking services, enhancing efficiency and customer reach. Investment banks are leveraging digital platforms for client services, data analytics, and transaction processing, aligning with the broader trend of digital transformation in the financial sector. The sector benefited from unprecedented IPO fundraising, strong domestic liquidity, and active capital markets.

However, declining listing gains, weaker retail enthusiasm in some issues, and heightened valuation scrutiny indicated that the market was transitioning from a volume-driven boom to a more quality-driven phase. These trends set the stage for a more selective but still favorable environment in FY2026–27.

Broking Industry:

Diversification which is set for some headwinds following the increase in the securities transaction tax (STT) on derivatives proposed in Union Budget 2026-27. The proposed STT hike comes close on the heels of substantial regulatory changes introduced by the Securities and Exchange Board of India (SEBI) over the past few quarters.

Those changes - aimed at curbing speculative activities, protecting retail investors and enhancing market transparency - have led to lower average daily turnover (ADTO) volume across capital market segments. The ADTO had dropped 25% in the second half last fiscal. Despite some recovery, the volume remains below previous highs (refer to Chart) and has resulted in a 6% on-year drop in the revenue of the broking industry in the first half of fiscal 2026.

Trend in average daily Turnover (Rs. Lakh Crore)

Market Drivers:

1. Rising Retail Investor Participation:

The long-term growth story remains intact as equity investing continues to penetrate smaller cities and younger demographics. In FY2025-26, the NSE recorded a massive surge in market participation, adding over 43 million

(4.3 crore) new investor accounts, reflecting continued expansion of the investor base. It resulted into more demat account openings, Higher SIP and investment activity, Growth in cash equity and mutual fund distribution

2. Expansion of Margin Trading and Lending Products:

Margin Trading Facility (MTF) has emerged as one of the fastest-growing revenue streams for Indian brokerage important role in FY2025 26. Under MTF, investors can purchase firms securities by funding only a portion of the transaction value while the broker finances the remaining amount against approved collateral. As retail participation in equity markets deepens and investors seek to enhance their purchasing power, the adoption of margin funding products has increased substantially across leading brokerage platforms. Beyond revenue generation, MTF products also strengthen customer engagement and retention. Investors utilizing margin funding typically maintain larger portfolios, higher account balances, and more frequent interactions with the brokerage platform, leading to improved customer stickiness and lower attrition rates. Furthermore, margin lending enables brokers to diversify their revenue mix by expanding beyond traditional broking services into financing-related activities. Industry assessments indicate that the continued expansion of MTF exposure is likely to be a key driver of earnings resilience and growth for brokerage firms in

FY2025–26.

Wealth Management:

The current account deficit is expected to remain around 1% of GDP in fiscal 2026, while foreign exchange reserves stood at $702.8 billion in June 2025 enough to support a year of imports. For wealth management, this suggests a portfolio strategy overweighting domestic demand-driven sectors. Infrastructure, renewable energy, consumption, and financial services derive most revenues domestically, making them insulated from global trade disruptions.

Constructing an effective wealth creation plan for 2026 requires strategic portfolio positioning:

Growth Drivers: Diversification Allocate across infrastructure (25-30%), renewable energy (20-25%), consumption

(20%), manufacturing/industrials (15-20%), and financial services (10-15%). This captures multiple tailwinds while managing concentration risk.

Quality Over Momentum: With 6.5% GDP growth confirmed, investment opportunities in India arent about finding growth theyre about finding quality businesses that can compound within that growth. Focus on pricing power, operational efficiency, and management execution.

Long-Term Capital Deployment: Indias transformation is multi-year. Infrastructure investment runs through FY2029-30, renewable targets extend to 2030, and manufacturing competitiveness builds over decades. Portfolio strategy should reflect 5-10 year horizons.

Professional Management: The complexity of the Indian economy, from regulatory nuances to sector rotation timing, makes professional wealth management increasingly valuable. Discretionary PMS, MFPMS, and structured solutions offer institutional research applied to individual portfolios.

Rebalancing Discipline: Systematic rebalancing captures alpha that buy-and-hold strategies miss. The difference between static allocation and actively managed portfolio strategy compounds dramatically over multi-year periods. Markets and Markets projects India boosting national GDP by $1 trillion annually, becoming a $10 trillion economy by

2032. This is the mathematical result of 6.5%+ annual growth compounding from a $4 trillion base.

For wealth creation plans, 2026 represents the early innings of this transformation. Infrastructure spending is accelerating, renewable capacity is doubling by 2030, manufacturing competitiveness is building, and consumption demographics are inflecting positively.

The Indian economys structural advantages favorable demographics, policy momentum, capital market depth, and geopolitical positioning create a rare alignment occurring perhaps once per generation. The last comparable opportunity was the early 2000s liberalization wave.

The 2026 opportunity is larger, more diversified, and supported by better infrastructure than any previous cycle.

Market Drivers:

1. Transition in HNI and UHNI segments:

This transition is particularly pronounced in the HNI and UHNI segments, which represent the most attractive opportunity for the industry not only in India but in the global context as well. These investors typically have more complex balance sheets, multi-asset exposure and intergenerational objectives, making professional advice not just desirable but necessary. As wealth expands driven by entrepreneurship, financialization of savings and strong capital market performance the need for portfolio construction, risk management and estate planning is becoming more central.

2. Investor education:

A parallel and equally important driver has been the sustained push towards investor education. Regulatory initiatives, industry efforts and digital dissemination of information have collectively improved financial literacy.

The steady rise of systematic investment plans and long-term holding behaviour suggests that a meaningful segment of investors is transitioning from short-term speculation to goal-oriented investing. This has helped reduce the tendency to time markets and has increased acceptance of volatility as part of long-term wealth creation.

The Indian wealth management industry is entering a structurally favourable phase. Growth is being driven not only by rising wealth, but also by behavioural shifts towards professional management. The HNI and UHNI given their increasing complexity of financial needs. At the segmentsrepresentthemostsignificant same time, improved investor education is fostering a shift from speculative behaviour to disciplined investing. The industrys growth trajectory is therefore likely to be sustained and broad-based.

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

Leveraging technology to enable best practices and processes;

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

Regulatory initiatives by Securities and Exchange Board of India aimed at improving transparency, governance, and investor protection are expected to strengthen confidence in the AIF ecosystem; y Growing allocation by High-Net-Worth Individuals (HNIs), Ultra-HNIs, family offices, and institutional investors towards alternative assets as they seek portfolio diversification and higher risk-adjusted returns; y Increasing startup activity and a vibrant private equity/venture capital ecosystem creating a strong pipeline of investment opportunities for Category I and Category II AIF.

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;

Regulatory changes and compliance requirements may increase operating costs and affect business models, particularly in areas related to investor protection, disclosure standards, and risk management.

y Dependence on capital market cycles exposes both merchant banking and broking businesses to fluctuations in transaction volumes and fee income.

Rising geopolitical tensions, and events such as the conflict in the Middle East are reshaping global trade and increasing uncertainty across supply chains, the risk of sudden disruptions and increased business costs.

Strengths:

Strong Brand name & presence; y Strong deals execution track record; y Expanding opportunities in M&A, restructuring, and private capital markets.; y Integrated financial services provider;

Independent and insightful research; y strong client relationships, and execution excellence.

Diversified revenue streams through equity capital markets, debt capital markets, mergers and acquisitions (M&A), corporate advisory, restructuring, valuation, and syndication services.

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, analysed 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 capacity to provide high-quality services to clients and Thescarcityof qualified 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.

vii. Concentration Risk

Dependence on a limited number of clients, sectors, transactions, or revenue streams may expose our Company to business volatility. Any delay, cancellation, or reduction in mandates from key clients, slowdown in specific industries, or adverse market conditions affecting particular segments may impact our revenues, profitability, and growth opportunities.

Our Company mitigates concentration risk by continuously expanding its client base, diversifying across sectors and products, strengthening relationships with a wider range of corporate and institutional clients, and developing multiple revenue streams across various financial services activities.

viii. Global Economic and Geopolitical Risk

The previous year was already impacted by global uncertainties such as geopolitical tensions and tariff related concerns. Because of this environment, India was among the weaker performing stock markets globally. The situation briefly improved when India and the United States reached a trade agreement in early Feb 2026. This created optimism about economic growth and business sentiment. However, the recent conflict involving the

United States and Iran has once again affected global market sentiment.

As India relies heavily on imported crude oil, sustainedincreases inflationary energypricesmaycontributeto pressures, widen the current account deficit, and adversely impact corporate geopolitical uncertainty may prompt foreign investors to adopt a risk-averse approach, resulting in capital outflows from emerging markets and increased volatility in domestic financial markets. Consequently, prolonged geopolitical tensions could pose risks to economic growth, investor confidence and overall market performance.

Risk Management

The Systematix Groups activities expose it to a variety of financial credit risk, operational risk, human capital risk, technology risk, regulatory risk and concentration risk. These risks are mitigated through a combination of disciplined processes and cultural attributes. A data driven investment framework helps manage market related risks, while robust due diligence and diversification reduce counterparty exposure. Operational and technology risks are addressed through standardised processes and system controls.

Importantly, training, transparency, and a client-first culture play a central role in mitigating reputational and advisory risks. Clear communication of risks and realistic expectations helps build resilience in client relationships, particularly during periods of market stress.

Our capital management framework is focused on maintaining adequate financial sufficient resources are available to support business operations, strategic initiatives, and growth opportunities.

We continuously monitor our capital requirements, liquidity position, and funding needs in accordance with our business objectives and market conditions. The Company seeks to optimize the use of capital while maintaining prudent risk management practices, enabling us to meet our obligations, pursue new opportunities, and create sustainable long-term value for shareholders. We regularly review our capital allocation strategies and undertake suitable measures, including raising additional capital or restructuring existing capital arrangements, to support the continued growth and stability of our business.

F. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has established a robust internal control framework designed to support effective operations, ensure its assets against potential risks arising from unauthorized accuracyandreliabilityoffinancial access, misuse, or operational failures. The Company maintains a strong focus on compliance, risk management and governance practices and based on available disclosures, there are no material regulatory or compliance matters that may adversely affect the Companys operations, demonstrating its commitment to maintaining high standards of operational and regulatory discipline.

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). This strategy is complemented by the following strengths: y Diversified revenue streams with a balanced mix of revenue from various businesses y Strong and liquid balance sheet y Cost flexibility y Risk Management y 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 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 41 years old, a leading financial services firm. We offer robust products across Investment

Banking, Merchant Banking, Equity Broking, Wealth and Asset 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. The Company has also set up SEBI approved Alternative Investment Funds (AIFs). Through its subsidiaries, it have offices in around 7 locations via branches & close to 62 franchisees, spread across 8 states, targeting a strong client base across India. 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 13.85% to 7,830.45 Lakh as compared to last year of

6,877.76 Lakh.

Our offerings are as follows:

Open Offers/ Delisting / Buy-backs;

IPOs/ Rights Issues/Follow-on Public Offers;

Equity / Debt placements;

Valuations; y ESOP Advisory;

Other Corporate Advisory Services.

ii. Financing & Other Activities:

The income from financing & other activities was 345.03 Lakh as compared to previous year 1,156.38 Lakh, representing a 70.16% 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 5,234.59 Lakh as compared to previous year at 5517.56 Lakh, representing a 5.13% decrease 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 146 Lakhs as compared to 161 lakh, representing a 9.32% decrease from last year.

v. Asset Management:

Asset Management Services provide investors with professionally managed investment solutions aimed at achieving their financial objectives through disciplined portfolio construction, risk management, and continuous market evaluation. Effective asset management requires extensive research, investment expertise, and ongoing monitoring of market trends, economic developments, and asset class performance.

Our Alternative Investment Fund (AIF) platform provides investors with access to differentiated investment opportunities beyond traditional asset classes. In an evolving investment landscape, identifying and capitalizing on opportunities in private markets, structured investments, growth-stage businesses, and other alternative assets requires specialized expertise, extensive due diligence, and active portfolio oversight. Leveraging our investment experience, industry insights, and disciplined investment approach, we seek to identify high-potential opportunities that can generate long-term value for investors. Our AIF offerings are designed to provide diversification, enhance portfolio returns, and enable investors to participate in unique investment themes and emerging growth opportunities that may not be readily available through conventional investment avenues.

vi. 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. investors because of involvement in its own business profession and other activities. For those Thatisdifficult 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 124.06 Lakh as compared to 282.02 Lakhs, representing a 11.48% decrease from last year.

vii. 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 statements have been prepared in compliance with the requirements of the Companies Act, 2013 and Thefinancial

Generally Accepted Accounting Principles (GAAP) in India.

Table 1: Abridged Statement of Profit and Loss

(Rs. in Lakh)

Consolidated

Particulars	FY 26	% of Total Income	FY 25	% of Total Income
Revenue	14,617.47	99.03%	13,938.70	82.54%
Income from Operation
Other Income	143.59	0.97%	2,948.09	17.46%
Total	14,761.06	100%	16,886.79	100.00%
Expenditure
Employees Cost	6,116.58	41.44%	4,806.41	28.46%
Finance Cost	443.05	3.00%	417.28	2.47%
Net loss on fair value changes	707.39	4.79%	1,657.93	9.82%
Share of loss from Joint Venture LLP	0.58	0.00%	1.25	0.01%
Impairment on financial instruments 26.01 0.18% - 0.00%
Depreciation	471.56	3.19%	317.94	1.88%
Other Expenses	4,663.55	31.59%	3,976.82	23.55%
Total	12,428.72	84.20%	11,177.64	66.19%
Exceptional Items	61.47	0.42%	-	-
Profit Before Tax	2,270.87	15.38%	5,709.15	33.81%
Tax- current & deferred	887.16	6.01%	1,133.02	6.71%
Profit after Tax	1,383.71	9.37%	4,576.13	27.10%
Other comprehensive income	20.30	0.14%	-5.59	-0.03%
Total comprehensive income for the year	1,404.01	9.51%	4,570.54	27.07%
Earning per Shares (Basic)	1.01		3.46
Earning per Shares (Diluted)	1.01		3.46

Table 2: Abridged Statement of Profit and Loss (Rs. in Lakh) – Standalone

Particulars	FY 26	% of Total Income	FY 25	% of Total Income
Revenue	7,743.12	98.88%	6,819.62	99.15%
Income from Operation
Other Income	87.33	1.12%	58.14	0.85%
Total	7,830.45	100.00%	6,877.76	100.00%
Expenditure
Employeebenefits	1,692.92	21.62%	1,488.82	21.65%
Finance Cost	308.62	3.94%	282.27	4.10%
Net loss on fair value changes	51.08	0.65%	-	-
Impairment on financial instruments	-	-	-	-
Share of loss from Joint Venture LLP	0.68	0.01%	1.25	0.02%
Depreciation	351.00	4.48%	237.15	3.45%
Other Expenses	2,021.25	25.81%	1,669.25	24.27%
Total	4,425.54	56.52%	3,678.74	53.49%
Exceptional Items	11.04	0.14%	-	-

 

Particulars	FY 26	% of Total Income	FY 25	% of Total Income
Profit Before Tax	3,393.87	43.34%	3,199.02	46.51%
Tax- current & deferred	891.78	11.39%	835.52	12.15%
Profit after Tax	2,502.09	31.95%	2,363.49	34.36%
Other comprehensive income	18.45	0.24%	-2.51	-0.04%
Total comprehensive income for the year	2,520.54	32.19%	2,360.99	34.33%
Earning per Shares (Basic)	1.83		1.79
Earning per Shares (Diluted)	1.83		1.79

Performance of Subsidiaries:

Systematix Shares and Stocks (India) Limited:

(Rs. in Lakh)

Particulars	FY 26	FY 25	Growth %
Total Revenues	6517.02	9346.26	-30%
EBIDT	366.61	1,857.71	-80%
PBT	9.73	1,473.84	-99%
PAT	(17.93)	1,359.15	-101%

Systematix Fincorp India Limited:

(Rs. in Lakh)

Particulars	FY 26	FY 25	Growth %
Total Revenues	1.42	831.83	-100%
EBIDT	(850.82)	757.89	-212%
PBT	(866.97)	752.98	-215%
PAT	(752.57)	643.29	-217%

Systematix Finvest Private Limited:

(Rs. in Lakh)

Particulars	FY 26	FY 25	Growth %
Total Revenues	343.61	324.55	6%
EBIDT	265.15	294.72	-10%
PBT	262.03	279.67	-6%
PAT	189.55	206.48	-8%

Systematix Commodities Services Private Limited:

(Rs. in Lakh)

Particulars	FY 26	FY 25	Growth %
Total Revenues	3.05	12.38	-75%
EBIDT	1.73	11.30	-85%
PBT	1.72	5.26	-67%
PAT	1.72	5.25	-67%

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

(Rs. in Lakh)

Particulars	FY 26	FY 25	Growth %
Total Revenues	200.73	0.34	Na
EBIDT	(501.94)	(1.62)	Na
PBT	(529.47)	(1.62)	Na
PAT	(537.70)	(1.55)	Na

Details of significant changes in key financial Ratios:

Sr. No. Particulars	FY 26	FY 25	change in %	Explanation
1. Debtors Turnover Ratio	4.02	5.61	-28.38%	Increase in debtors resulted into decrease in Debtor Turnover Ratio as compare to last year.
2. Interest coverage ratio (ICR)	6.13	14.68	-58.28%	Decrease in profit resulted and increase in Interest cost resulted into decrease in Interest Coverage Ratio.
3. Current ratio	3.81	3.44	10.75%	Decrease in current liability and current assets resulted in increase in Current Ratio.
4. Debt Equity Ratio	0.03	0.03	-24.07%	Increase in share/owned capital resulted decrease in Debt Equity Ratio
5. Operating Profit Margin	18.57	43.95	-57.76%	Decrease in earing and decrease in total revenue resulted decrease in overall operating profit margin
6. NetProfit	9.47	32.83	-71.17%	Decrease in net profit and decrease in total revenue resulted decrease in overall operating profit margin
7. Return on Net Worth	4.41	15.26	-71.12%	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 272 permanent employees on the roll of your Company and its subsidiaries as on March 31, 2026. We foster a performance-driven and entrepreneurial culture that encourages employees to take initiative, build long-term client relationships, and contribute meaningfully to business growth. Our incentive framework rewards merit and achievement, while providing employees with the flexibility and autonomy to explore new opportunities, enhance client engagement, and create value across markets. This approach promotes accountability, innovation, and a strong sense of ownership throughout the organization.

We are committed to providing a safe, healthy, and inclusive work environment for all employees. The Company places strong emphasis on workplace safety, employee well-being, and adherence to established policies and procedures. We regularly review and strengthen our safety practices, operational controls, and business continuity measures to ensure a secure working environment.

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.