Vibrant Global Capital Ltd Management Discussions

The Company is a Non-Banking Financial Company (NBFC) with nearly three decades of experience in the financial services sector. The Company is registered with the Reserve Bank of India (RBI) under Section 45-IA of the Reserve Bank of India Act, 1934, and operates as a non-deposit taking NBFC. Over the years, the Company has established its presence in the financial services sector with a primary focus on investment activities. The Companys investment portfolio comprises listed equity shares, Exchange Traded Funds (ETFs), mutual funds and other capital market securities, with the objective of generating sustainable returns while maintaining an appropriate balance between risk and return. The Company follows a disciplined and prudent approach towards investment and portfolio management, with emphasis on informed investment decisions, effective monitoring of market developments and optimal deployment of available resources.

The Company benefits from the experience and expertise of its management team, which has played a key role in strengthening the Companys financial position, maintaining prudent asset allocation and ensuring effective deployment of capital. The Company continues to focus on disciplined financial management, prudent risk assessment, regulatory compliance and operational efficiency, with an endeavour to enhance profitability and strengthen its overall financial performance.

Going forward, the Company remains focused on consolidating its existing business, optimising its financial resources and identifying sustainable opportunities for growth, while maintaining high standards of corporate governance, transparency and compliance. The Company is committed to creating long-term and sustainable value for its shareholders and other stakeholders.

Global Economic Environment

According to the IMFs July 2026 World Economic Outlook Update, the global economy is projected to grow at 3.0% in 2026 and 3.4% in 2027, as against an average of 3.5% recorded during 2024-25. The moderation principally reflects the economic effects of the war in the Middle East, partly offset by demand-driven momentum in the global technology cycle arising from advances in artificial intelligence and its wider adoption. Global headline inflation has been revised upward to 4.7% in 2026 from 4.1% in 2025, before easing to 3.9% in 2027, indicating that the disinflationary trend in place since early 2024 has stalled. World trade growth is projected to decelerate to 3.5% in 2026 from 5.0% in 2025. India is expected to remain among the fastest- growing major economies, with growth projected at 6.4% in calendar year 2026, supported by strong momentum in private consumption and services activity.

The Indian economy demonstrated considerable resilience during FY 2025-26, supported by robust domestic consumption, sustained public capital expenditure and strengthening investment activity. Strong domestic demand, improving private sector investment sentiment and continued infrastructure spending provided important support to economic growth amid a challenging global environment. As per the estimates released by the Ministry of Statistics and Programme Implementation on 5th June, 2026, the Gross Domestic Product (GDP) expanded by 7.7% during FY 2025-26 as against 7.1% in FY 2024-25, notwithstanding persistent global challenges, including the energy shock arising from the conflict in West Asia, geopolitical uncertainties, and volatility in commodity markets. Growth was broad-based, real Gross Value Added having risen by 7.9% and Gross Fixed Capital Formation, the proxy for investment activity, by 8.2%.

During FY 2025-26, Indian equity markets experienced heightened volatility, with benchmark indices reaching a peak in December 2025 before moderating amid escalating geopolitical tensions in the Middle East. The Nifty index closed the fiscal year lower by 5.1%. Foreign Portfolio Investment (FPI) recorded net outflows of INR 1.8 trillion during the year. These were more than offset by strong Domestic Institutional Investors inflows of INR 8.5 trillion. The surge in net investment by DIIs was predominantly led by mutual funds, contributing nearly 75% of total DII net inflows. Mutual funds contributed INR 6.4 trillion during 2025-26.

Bond markets remained largely stable through FY 2025-26, before witnessing a sharp upward movement in yields from November 2025. Since then, interest rates have increased by around 30 basis points to 6.95%.

As per ICRA, the retail assets under management of NBFCs (excluding housing finance companies) are estimated to have grown by 18-20% during FY 2025-26. Liquidity conditions in the financial system were generally adequate, with well-rated NBFCs maintaining access to diversified funding sources, including market borrowings, securitization, and bank credit lines. Bank credit to NBFCs grew by approximately 26% year-on-year during FY 2025-26, and credit flows from the banking sector accounted for about 45% of the incremental funding requirement of the retail NBFC segment, a marked improvement over the preceding two fiscals. Securitisation volumes originated by NBFCs and housing finance companies rose to INR 2.2 lakh crore in FY 2025-26 from INR 1.7 lakh crore in FY 2024-25.

Key performance indicators for Indian Economy 2025-26:

• Real Gross Domestic Product (GDP) for FY 2025-26 is estimated to have expanded by 7.7%, reaching a level of INR 323.12 lakh crore compared to INR 299.89 lakh crore in FY 2024-25. This reflects a healthy momentum in economic activity, supported by strong domestic demand, steady investment flows, and continued policy support from both fiscal and monetary authorities.

• Nominal GDP has recorded a growth rate of 8.9%, increasing from INR 318.07 lakh crore in FY 2024- 25 to INR 346.36 lakh crore in FY 2025-26. This growth has been aided not only by real output expansion but also by a notably subdued price environment, headline retail inflation having remained at historically low levels through much of the year.

• Real Gross Value Added (GVA) has risen by 7.9%, amounting to INR 294.91 lakh crore in FY 2025- 26 against INR 273.36 lakh crore in the preceding year. This improvement in GVA underscores a broad-based strengthening across productive sectors, manufacturing having expanded by 10.7% and the contact-intensive trade, hotels, transport and communication segment by 11.0%.

• Nominal GVA witnessed an increase of 9.1%, moving from INR 288.54 lakh crore in FY 202425 to INR 314.87 lakh crore in FY 2025-26. Gross Fixed Capital Formation, which serves as the proxy for investment activity, grew by 8.2% as against 6.4% in the preceding year, indicating sustained capacity expansion and infrastructure creation. Real GDP growth in Q4 of FY 202526 stood at 7.8%.

Note: The Ministry of Statistics and Programme Implementation released the revised National Accounts series with base year 2022-23 on 27th February, 2026. Accordingly, the figures for FY 2024-25 set out above have been restated in terms of the revised series and are not directly comparable with the corresponding figures disclosed in the Management Discussion and Analysis Report for FY 2024-25, which were compiled on the erstwhile 2011-12 base.

Indias Growth Outlook - Multilateral Assessments

According to the World Banks Global Economic Prospects (June 2026), India is projected to sustain robust growth, moderating to 6.6% in FY 2026-27 before rebounding to 7.2% in FY 2027-28, and maintaining its position as the fastest-growing large economy globally.

The FY 2026-27 projection represents an upgrade of 0.1 percentage points, and the FY 2027-28 projection an upgrade of 0.6 percentage points, relative to the January 2026 edition, reflecting resilient domestic demand and improved export prospects following the reduction of additional United States tariffs on Indian goods from 50% to 10%.

Globally, however, growth is projected to slow from 2.9% in 2025 to 2.5% in 2026, the lowest rate since the COVID-19 pandemic, amid weaker prospects for economies dependent upon energy imports and those directly affected by hostilities. Activity is expected to firm during 2027-28 as energy supplies recover, monetary easing resumes, and trade strengthens.

While favorable fundamentals continue to support the outlook, the persistent global uncertainties warrant close attention to export trends, investment momentum, and policy responses

Source: https://www.ibef.org/economy/indian-economy-overview

India GDP growth forecast:

According to the World Banks Global Economic Prospects (June 2026), India is expected to maintain its position as the fastest-growing major economy, with real GDP projected to expand by 7.2% in FY 2026-27 as against an estimated 6.6% in FY 2025-26. The International Monetary Fund has separately raised its projection for Indias FY 2026-27 growth to 6.5% from 6.4%, citing strong domestic momentum, improved trade prospects, and carryover from a stronger FY 2025-26.

The World Bank notes that Indias growth momentum continues to be underpinned by resilient domestic demand, robust services sector performance, and ongoing public sector capital expenditure. The rationalisation of Goods and Services Tax rates and the cuts in fuel taxes are expected to support consumer demand and cushion the impact of higher energy prices and input costs. However, elevated global energy costs, together with the reduced revenues arising from tax cuts, are anticipated to moderate the pace of overall economic expansion.

Despite these headwinds, Indias macroeconomic fundamentals remain comparatively strong, enabling the economy to sustain a favourable growth trajectory even amidst a challenging global environment.

Interest Rates Eased During the Year and Now Remain on Hold

FY 2025-26 was the year the easing cycle largely played out. The Monetary Policy Committee cut the repo rate by a cumulative 125 basis points between February 2025 and December 2025, taking it to 5.25%, before holding it there through the remainder of the year on a neutral stance. The Standing Deposit Facility now stands at 5.00% and the MSF/Bank Rate at 5.50%. The move was underwritten by growth that stayed firm even as inflation fell away — Q2 FY26 real GDP came in at 8.2%, a six-quarter high. (Source: RBI, Monetary Policy Statement, 5 December 2025)

For an investment company, a falling-then-flat rate cycle cuts two ways. The cost of leverage eased through the first three quarters, but the subsequent hold means the tailwind is largely behind rather than ahead of us. Fixed-income carry and yield-sensitive equity segments should be read against that backdrop: further repo cuts look unlikely in the near term.

The Outlook: Growth Ahead of Projections, Inflation Normalising

The Monetary Policy Committee raised its FY 2025-26 growth projection to 7.3% at its December 2025 meeting (up from 6.8% in October 2025), and the provisional MoSPI estimate of 7.7% subsequently came in ahead of even that revised figure. (Source: RBI, Monetary Policy Statement, 5 December 2025) For an investment company holding equity and capital-market positions, the read is that valuations built on FY26s growth surprise now need to reconcile with a more moderate FY27 base case.

Growth Forecast for Emerging Market and Developing Economies

Global growth (IMF, July 2026 WEO Update) is projected at 3.0% for 2026 and 3.4% for 2027, broadly unchanged cumulatively from the April 2026 forecast, though the composition has shifted — this years shortfall against the pre-conflict trajectory is being made up next year. (Source: IMF WEO Update, July 2026) The World Banks own June 2026 assessment is more downbeat on the calendar-year numbers — global growth slowing to 2.5% in 2026 from 2.9% in 2025, before recovering to an average of 2.8% in 2027-28. (Source: World Bank GEP, June 2026)

Global Risks to the Outlook

• Energy and geopolitical risk — The World Banks downside case has global growth falling to 1.3% in 2026 if energy disruption deepens alongside financial-market stress — worth stress-testing against any commodity- or energy-linked holdings. (Source: World Bank GEP, June 2026)

• Trade and tariff risk — US tariffs on Indian goods were cut from 50% to 10% during the year, a tailwind for export-linked names, though the position should be treated as reversible rather than structural.

• Upside catalyst — AI-driven productivity — The World Bank places the median estimate of the eventual total factor productivity gain from AI at approximately 0.6 percentage points over a 10-12-year horizon, with optimistic estimates extending to 1.0 percentage point. (Source: World Bank GEP, June 2026)

Regulatory and Government Initiatives Affecting NBFCs

Some of the major Government Initiatives are:

• Exemption of TDS on Interest Payments to NBFCs: The Union Budget 2025-26 provided for the exemption of Tax Deducted at Source (TDS) on interest payable to NBFCs, aiming to reduce their tax burden and improve liquidity.

• Finalized Co-Lending Guidelines: The Reserve Bank of India (RBI) issued final guidelines for co-lending arrangements between banks and NBFCs, which came into effect from 1st January, 2026. These guidelines include provisions for blended lending rates, escrow-based distribution of cash flows, and a requirement for each regulated entity to retain at least 10% of every individual loan on its books.

• Lowered Qualifying Asset Criteria: RBI has reduced the qualifying asset criteria for NBFC-MFIs from 75% to 60%, allowing these institutions greater flexibility to diversify their asset portfolios beyond microfinance lending.

NBFC Sector Outlook for FY 2026-27

The anticipated rebound in the second half of FY 2025-26 duly materialised, credit flows from the banking sector having improved substantially during that period. ICRA anticipates a gradual improvement in asset quality performance across most segments during FY 2026-27, although the West Asia crisis and the forecast of a below-normal monsoon temper the outlook for investment activity.

Source: ICRA Research, Non-banking Financial Companies, April 2026, and Monthly Research Compendium, May 2026 -

https://www.icra.in/Rating/DownloadResearchSpecialCommentReport?id=6907

OPPORTUNITIES AND THREATS Opportunities - Indian Capital Markets

FY 2025-26 was a year of continued deepening of Indias capital markets, creating a materially larger and more liquid environment for a company holding equity, trading, and investment positions. Key developments during the year include:

• Broadening of the Investor Base: Total demat accounts crossed approximately 21.6 crore by December 2025, with CDSL alone adding a record 2.72 crore accounts during FY 2025-26 — the depositorys highest-ever single-year expansion. A deeper, more geographically distributed investor base translates directly into greater secondary-market liquidity and a wider universe of counterparties for a company positioning in listed equities.

• Mutual Fund and SIP Growth Sustaining Domestic Flows: Average mutual fund AUM rose 12.2% to a record INR 73.73 lakh crore in FY 2025-26, with active SIP accounts reaching 10.45 crore and monthly SIP contributions climbing 25.8% year-on-year to INR 16,413 crore. This growing base of systematic domestic flows has provided a structural cushion for Indian equity markets against foreign portfolio outflows during periods of global risk-off sentiment — a dynamic directly relevant to the resilience of any equity-oriented investment book.

• Record Primary Market Activity: India led the world in the number of IPOs during FY 2025-26 and ranked third globally in funds raised, with mainboard IPO mobilisation touching an all-time high of INR 1,78,963 crore across 112 issues, a 10% increase over FY 2024-25. This scale of primary-market activity widens the pipeline of listed opportunities and price-discovery events available to an investment company with a capital markets mandate, even as overall public equity fundraising (including FPOs and QIPs) moderated to INR 3.05 lakh crore from INR 3.71 lakh crore, reflecting a more selective, quality-driven market rather than indiscriminate risk appetite.

As an investment company, we are positioned to participate in this deepening of Indias capital markets — through our capital market segment, trading operations, and equity holdings — while remaining selective in the current environment of moderated overall public fundraising and continued global volatility.

Source: SEBI Annual Report 2025-26; AMFI/IBEF, mutual fund industry data, FY 2025-26; PRIME Database, IPO mobilisation data, FY 2025-26; CDSL/NSDL depository data, December 2025.

Threats and Challenges

The principal threats facing the Company in FY 2026-27 are market risk on its equity and capital- market holdings, valuation risk in a market that has re-rated sharply on both sides, and liquidity risk should a downturn coincide with the Companys own need to exit positions.

• FPI selling was the defining feature of FY 2025-26: net foreign portfolio outflows from Indian equities touched approximately USD 18.4 billion (roughly INR 1.6 lakh crore) over the year, the highest on record and ahead of the previous peak of USD 16.5 billion in 2022. Episodes of FPI selling have historically coincided with 10-20% corrections in the Nifty and Sensex, and the Companys capital market segment carries direct exposure to that volatility. Domestic institutional flows — the same sustained SIP contributions and record mutual fund AUM cited in B.1 as an opportunity — have provided a partial offset, but the scale of FY26s foreign selling illustrates that this cushion is not absolute, particularly for individual holdings with less depth than the benchmark indices.

• Valuation risk compounds this: market commentary through the year repeatedly flagged elevated valuations in Indian equities as a driver of FPI caution, even as domestic flows kept indices near record levels — a combination that leaves less margin of safety in any equity position than headline index levels alone suggest. The Companys holdings are also exposed to the same geopolitical and macro triggers discussed in Section A — the West Asia conflict, tariff policy shifts, and the possibility of renewed global risk-off sentiment — each of which produced sharp, short-notice equity market moves during the year without advance warning.

• Regulatory risk on the capital-markets side also bears watching: SEBIs continuing tightening of derivatives and margin norms, together with its broader push for disciplined primary-market pricing evident in FY26s more selective approach to public fundraising, both signal a regulatory environment that increasingly favours governance and disclosure quality over aggressive positioning — a trend the Companys own compliance and portfolio discipline is aligned with, but which raises the bar for market participants generally.

Source: FPI/FII outflow data compiled from depository and Business Standard reporting, calendar year 2025; AMFI/SEBI mutual fund and SIP data, FY 2025-26

RISKS AND CONCERNS Sectoral Risk Landscape

The NBFC sectors principal risks in FY 2026-27 remain credit, market, operational, and regulatory in nature. The RBI has continued to press NBFCs to avoid imprudent growth, strengthen customer grievance mechanisms, and price loans reasonably — most concretely through its directions on pre-payment charges, effective for loans sanctioned or renewed on or after 1st January 2026, which standardised how such charges may be levied. (Source: RBI, circular on pre-payment charges, effective 1 January 2026)

Portfolio Risk Management

Given the Companys capital market and investment holdings, portfolio risk is managed through four disciplines rather than treated as a single generic control:

• Diversification across asset classes and issuers, so that no single position drives portfolio outcomes

• Asset allocation calibrated to the Companys own risk appetite and liquidity needs, not a fixed textbook mix

• Hedging, using exchange-traded derivatives were cost-effective, against identified downside exposure rather than as a blanket overlay

• Liquidity discipline, sizing any single holding against the Companys short-term obligations so that a market dislocation does not force a distressed sale

All four operate within the Companys internal governance framework and are reviewed against the regulatory compliance standards applicable to a listed NBFC.

Human Resources Risk

The Company manages human resources risk through structured recruitment, ongoing training, and performance management, with particular attention to retention and succession planning in roles critical to compliance and portfolio management continuity. Well-defined HR policies and the use of technology for monitoring reduce the operational and reputational exposure that arises from key-person dependency — a more material risk for a lean, investment-focused NBFC than for a large retail lender with a deep bench.

Operational Risk Management

Operational risk is monitored through a continuous framework built around key risk indicators (KRIs) — metrics tracked across transaction processing, technology systems, and compliance functions to provide early warning of rising exposure before it crystallises into loss. Given the Companys capital market activity, particular attention is paid to trade settlement and reconciliation risk, alongside the standard operational controls expected of a listed NBFC.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

During FY 2025-26, the Company continued to maintain a sound and effective internal control framework appropriate to the size, scale and nature of its operations. The internal control mechanisms are aimed at ensuring prudent management of resources, proper authorisation and recording of transactions, safeguarding of assets, accuracy of financial information and compliance with applicable laws and regulatory requirements.

The adequacy and effectiveness of the internal control framework are reviewed at regular intervals by the management and the Audit Committee, with appropriate measures undertaken wherever considered necessary. The Company continues to enhance its control environment in line with the evolving nature of its operations and applicable regulatory requirements.

The Audit Committee, comprising Non-Executive and Independent Directors, provides oversight on financial reporting, accounting practices, internal controls and audit-related matters. A well- defined organisational structure, along with appropriate reporting and accountability mechanisms, supports the Company in maintaining effective governance and operational oversight.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE Segment-wise / Product-wise Performance

A table showing Brief on the Segment-wise revenue is stated as below:

The capital market revenue stood at INR 5,097.37 Lakhs during the current fiscal year as compared to INR 14,900.22 Lakhs during the previous year. Trading revenue stood at INR 1,234.26 Lakhs during the current fiscal year as compared to INR 2,156.19 Lakhs during the previous year. The manufacturing revenue stood at INR 12,173.46 Lakhs during the current year as compared to INR 11,070.15 Lakhs for the previous year. The change in the segment-wise revenue mix reflects the varying business conditions and performance across the Companys diversified operations during the year. Detailed segment-wise revenue forms part of the notes to the consolidated financial statements.

Performance of the Group

The Company is a part of the "Vibrant Global Group", which has a diversified presence across various sectors. The operations of the Group, including its subsidiaries and associate companies, span across the manufacturing of iodised edible salt and the trading of steel products and polyester films.

A brief highlight of the revenues of our subsidiaries for FY 2025-26 is as follows:

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

The Company recognizes human resources as a critical driver of its future growth. It undertakes planned initiatives to attract, develop, and retain talent while fostering continuous learning and professional development. Emphasis is placed on enhancing employees capabilities through exposure and by entrusting them with higher responsibilities. The Company remains committed to providing ample growth opportunities to internal talent and maintaining a positive, collaborative work environment that encourages productivity, efficiency, and long-term engagement. For FY 2025-26, 2 (two) employees are there on the pay-rolls of the Company except Directors.

Experienced Management Team

The Company benefits from the experience and leadership of a proficient management team, led by Mr. Vinod Garg, Managing Director, and Mr. Vaibhav Garg, Whole-Time Director and Chief Financial Officer. Their extensive industry experience, strategic vision and strong understanding of the financial and business environment have contributed to strengthening the Companys operational capabilities and overall performance. The management team is guided by the Board of Directors, including the Companys Independent Directors, whose oversight and objective perspective reinforce sound governance, prudent decision-making and the Companys focus on sustainable growth.

On Standalone Business:

The standalone total income during the current fiscal year is INR 3,234.49 Lakhs, as compared to INR 2,165.10 Lakhs during FY 2024-25. The Company recorded Profit (after Tax) of INR 1,991.18 Lakhs during the current fiscal year as compared to Profit (after Tax) of INR 786.38 Lakhs during FY 2024-25. The improvement in the Companys financial performance was primarily attributable

to the gains realized on the sale of certain investments during the year, along with the overall performance of the Companys investment portfolio.

On Consolidated Business:

The consolidated total income stood at INR 18,631.16 Lakhs during the current fiscal year as compared to INR 28,242.83 Lakhs during the previous FY 2024-25. The Company recorded Profit (after tax) of INR 1,748.18 Lakhs during the current fiscal as compared to Loss (after Tax) of INR 46.99 Lakhs during the previous FY 2024-25. The improvement in consolidated profitability was primarily attributable to the profitable performance of the parent company, Vibrant Global Capital Limited, during the year, which contributed significantly to the overall consolidated results.

As on 31^st March, 2026, total market value of quoted investment stood at INR 11,756.06 Lakhs whereas unquoted investments were recorded at INR 2,392.30 Lakhs.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS AND RETURN ON NET WORTH

For details of significant changes (i.e. Change of 25% or more as compared to the immediately previous financial year) in key financial ratios & change in return on net worth as compared to the immediately previous financial year, refer note no. 31 of the financial statements, which is annexed with this Annual report.

CA UTIONA RY STA TEMENT

Statements made in this Management Discussion and Analysis describing the Companys expectations, estimates, projections or predictions constitute "forward-looking statements". These statements are based on the Companys current expectations and assumptions and are subject to various risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those anticipated or expressed in such statements.

Key factors that may influence the Companys future performance include prevailing market conditions, changes in Government policies and regulations, economic developments in India and overseas, movements in financial and capital markets, and other external factors beyond the Companys control. The Company assumes no obligation to publicly update or revise any forwardlooking statements, except as may be required under applicable laws and regulations.