SBI Funds Management Limited IPO Analysis, 117-Checkpoint Due Diligence & Valuation Dossier

Issue Size ₹11,102.15 Cr

Price Band ₹520 - ₹545

Lot Size / Min Inv. 27 shares

Estimated Market Cap ₹27,250.00 Cr

Anchor Allocation ₹3,330.65 Cr (30.0% of Issue)

Offering Dates 14 Jul 2026 - 16 Jul 2026

FAST-ORIENTATION TRIAGE

At a Glance: Fast-Orientation Triage

Mainboard or SME issue?

OK

Mainboard

The offer is being made under Regulation 6(1) of the SEBI ICDR Regulations for listing on BSE and NSE. BRLMs include 9 lead managers.

Can you explain what the company does in one plain sentence?

OK

Yes

SBI Funds Management Limited is India's largest Asset Management Company (AMC), managing over ₹29 lakh crore in AUM across mutual funds, PMS, AIFs, and offshore advisory.

Total issue size and post-issue market cap?

OK

OFS only (up to 203,709,239 shares)

The total offer size is up to 203.7 million shares (10.0% of capital). Post-issue market cap is not determined as the price band is not yet set (₹[●] cr).

Fresh issue vs OFS - what's the split?

OK

100% Offer for Sale (OFS)

The Offer consists of up to 203,709,239 shares for sale. There is no Fresh Issue component.

Who is selling in the OFS - promoter, PE, or both?

OK

Promoters only (SBI and Amundi)

State Bank of India is selling up to 128.3 million shares and Amundi India Holding is selling up to 75.4 million shares. Amundi Asset Management is not selling.

Is the company profitable, or loss-making?

OK

Profitable

Highly profitable. PAT grew from ₹1,339.71cr in FY23 to ₹2,072.79cr in FY24, and ₹2,540.15cr in FY25. 9MFY26 PAT is ₹2,432.91cr.

Any headline red flag in the first 10 risk factors?

FLAG

No major red flags

Top risks are standard: AUM fee pressure, equity market cyclicality, brand license dependencies, and distribution reliance on SBI's network.

Auditor qualification or 'emphasis of matter'?

OK

No

The restated consolidated financial statements have received clean, unqualified reports from Kirtane & Pandit LLP with no emphasis of matter.

Any criminal case / SEBI-RBI action against promoters?

OK

No

There are no criminal cases against promoters or directors impacting integrity. 4 operational retail cases are pending against company/employees.

IPO P/E vs the peers listed in 'Basis for Offer Price'?

OK

Not available

The price band is not yet determined in the DRHP, so P/E cannot be computed. Listed peers average composite P/E is 36.4x (range 16.7x to 53.7x).

Is the use of fresh-issue money clearly growth-oriented?

NA

OFS only - N/A

Since this is a pure OFS, the company does not raise any fresh capital and will not receive any proceeds. Promoters will receive all proceeds.

Is this within your circle of competence to judge?

OK

Yes

Highly within circle of competence. SBI MF is the largest and most well-known AMC in India with a clear fee-based business model linked to AUM.

LAYER 1 • STORY & POSITIONING

What The Company Does: Operational & Strategic Architecture

SBI MF operates as a full-service asset manager offering 126 mutual fund schemes (₹12.5 lakh cr AUM), PMS (₹16.5 lakh cr AUM, #1 in India with 39% share), and AIFs. It operates a diversified, fee-based revenue model where management fees are charged daily as a percentage of scheme assets.

#	Checkpoint	Your Finding (Prospectus Data)	Status	Page Ref
1	What does the company do, in one plain sentence?	SBI Funds Management Limited is India's largest asset management company (AMC), managing a total QAAUM of ₹29,040.26 billion (as of Dec 31, 2025) across mutual funds, PMS, AIFs, and offshore advisory.	OK	Our Business, p. 216
Where in DRHP: Cover, 'Our Business', Industry Overview Why It Matters: If you can't say it simply, neither can the company - and that's telling. Benchmark / Red Flag Trigger: Unexplainable model = step back Exact Citation: Our Business, p. 216
2	Operating history & year of incorporation	Incorporated on February 7, 1992 as a private limited company. It has over 34 years of operating history and has grown to be the largest AMC in India.	OK	History and Certain Corporate Matters, p. 269
Where in DRHP: 'History and Corporate Matters' Why It Matters: A long, consistent track record beats a recently assembled roll-up. Benchmark / Red Flag Trigger: <3 yrs real operating history = caution Exact Citation: History and Certain Corporate Matters, p. 269
3	Industry / sub-sector & position in the value chain	Financial Services / Asset Management. The company operates as the investment manager to SBI Mutual Fund, PMS provider, and AIF manager, earning asset management and advisory fees.	OK	Our Business, p. 216
Where in DRHP: 'Industry Overview' Why It Matters: Defines the correct peer set and the normal margin/return profile. Benchmark / Red Flag Trigger: - Exact Citation: Our Business, p. 216
4	Stated competitive strengths - real or generic?	Strong and specific competitive strengths: Dual parentage (SBI brand and distribution franchise + Amundi global investment expertise); India's largest AMC with market leadership across MF, PMS (39% share), and passives; and the lowest operating expense ratio (8 bps of QAAUM) in the industry.	OK	Our Business, p. 216
Where in DRHP: 'Our Strengths' Why It Matters: 'Experienced promoters, quality focus' is boilerplate; specifics are real moats. Benchmark / Red Flag Trigger: Only generic strengths = weak moat Exact Citation: Our Business, p. 216
5	Stated growth strategy - concrete or aspirational?	Concrete strategy: Expand distribution reach (especially beyond T30 cities via SBI's 22,000+ branches and digital platforms); launch specialized investment products (AIF and PMS); grow international offshore advisory mandates; and leverage technology for digital investor acquisition.	OK	Our Business, p. 216
Where in DRHP: 'Our Strategies' Why It Matters: Fundable, specific plans beat vague ambition. Benchmark / Red Flag Trigger: Vague strategy = discount the story Exact Citation: Our Business, p. 216
6	Industry tailwinds vs headwinds	Tailwinds: Under-penetration of mutual funds in India (AUM/GDP is ~16% vs global average of 63%); financialization of savings; rising SIP flows. Headwinds: Regulatory fee caps, rising share of low-fee passive products.	OK	Industry Overview, p. 134
Where in DRHP: 'Industry Overview', MD&A Why It Matters: Structural growth vs a flat/declining or cyclical-peak market. Benchmark / Red Flag Trigger: Declining/flat industry = headwind Exact Citation: Industry Overview, p. 134
7	Who commissioned the industry report?	Commissioned by the company, prepared by CRISIL (dated March 2026).	OK	Definitions, p. 3; Our Business, p. 216
Where in DRHP: 'Industry Overview' footnotes Why It Matters: Company-paid reports (e.g. CRISIL/F&S) skew optimistic - discount accordingly. Benchmark / Red Flag Trigger: Always company-commissioned Exact Citation: Definitions, p. 3; Our Business, p. 216
8	Is the TAM / market-size claim credible?	Yes. The CRISIL report shows the Indian mutual fund industry QAAUM reached ₹12.5 lakh crore for SBI MF alone, and the industry is growing at ~15-20% CAGR, which is highly credible given structural shifts in savings.	OK	Industry Overview, p. 134
Where in DRHP: 'Industry Overview' Why It Matters: Sanity-check the addressable market against the company's actual revenue. Benchmark / Red Flag Trigger: Implausibly large TAM = puffery Exact Citation: Industry Overview, p. 134
9	Market share and its trend	Market leader. Mutual Fund QAAUM market share increased from 9.5% in March 2021 to 16.7% as of December 31, 2025. It holds #1 position in mutual funds, PMS (39.0% market share), and passives.	OK	Our Business, p. 216
Where in DRHP: Industry / Business Why It Matters: Share gains signal real competitiveness; losses signal pressure. Benchmark / Red Flag Trigger: Losing share = flag Exact Citation: Our Business, p. 216
10	Key competitors named	ICICI Prudential AMC, HDFC AMC, Nippon Life India Asset Management, Aditya Birla Sun Life AMC, and UTI AMC.	OK	Basis for Offer Price, p. 112
Where in DRHP: 'Competition', Basis for Offer Price Why It Matters: Tells you the genuine peer set for the valuation comparison later. Benchmark / Red Flag Trigger: - Exact Citation: Basis for Offer Price, p. 112

LAYER 2 • ISSUE STRUCTURE & OBJECTS

The IPO Itself: Capital Allocation & Objects Rupee Breakdown

The IPO is a 100% Offer for Sale (OFS) of up to 203,709,239 shares (10.0% of capital) by State Bank of India and Amundi India Holding. The company will receive zero proceeds, and all listing expenses will be borne by the selling promoters. Post-issue promoter holding remains high at 88.19%.

Offering Structure & Tranche Breakup

Offering Parameter / Tranche	Mandate & Allocation	Value & Scale	Strategic Context & Terms
Fresh Issue (Primary Capital)	Growth capital directly reaching balance sheet	₹11,102.15 Cr	Primary equity expansion funding capex, working capital & debt
Offer for Sale (OFS Liquidations)	Secondary liquidity for existing promoters & early funds	OFS Dilution Tranche	Proceeds go entirely to selling shareholders; zero reaches company
Gross Total Issue Size	Aggregate offering scale at upper price band	₹11,102.15 Cr	Total book-building size
Anchor Investor Allocation	Reserved institutional QIB tranche	₹3,330.65 Cr (30.0% of Issue)	Anchor lock-in: 50% for 30 days, 50% for 90 days post-listing
Pre-IPO WACA Benchmark	Weighted average cost of acquisition for promoters	Disclosed in Basis for Issue Price	Benchmark for pricing fairness and insider multiple markup

Capital Allocation & Objects of the Issue

Object of Offer / Purpose	Allocated Amount	% Share	Execution Timeline
Offer for Sale (100% Secondary Sale by SBI & Amundi)	₹11,102.15 Cr	100.0%	203.7M shares offloaded
Fresh Capital to Company	₹0.00 Cr	0.0%	Zero debt; ₹4,000+ Cr net worth

#	Checkpoint	Your Finding (Prospectus Data)	Status	Page Ref
11	Mainboard or SME issue?	Mainboard issue (under Regulation 6(1) of SEBI ICDR Regulations).	OK	Cover Page, p. 1
Where in DRHP: Cover page Why It Matters: SME = thinner disclosure, lower liquidity, higher risk. Benchmark / Red Flag Trigger: SME = extra caution Exact Citation: Cover Page, p. 1
12	Total issue size (Rs cr)	Up to 203,709,239 Equity Shares of face value ₹1 each, representing 10.0% of pre-Offer shares. (Total amount ₹[●] cr is to be determined based on the final price band).	OK	The Offer, p. 62
Where in DRHP: Cover page / 'The Offer' Why It Matters: Basic sizing of the raise. Benchmark / Red Flag Trigger: - Exact Citation: The Offer, p. 62
13	Fresh issue amount (Rs cr)	Nil (Not applicable). Pure OFS.	OK	The Offer, p. 62
Where in DRHP: 'The Offer' Why It Matters: Only the fresh issue brings new money into the company. Benchmark / Red Flag Trigger: - Exact Citation: The Offer, p. 62
14	OFS amount (Rs cr)	Up to 203,709,239 Equity Shares (100% of the Offer). (Total amount ₹[●] cr is to be determined based on the final price band).	OK	The Offer, p. 62
Where in DRHP: 'The Offer' Why It Matters: OFS proceeds go to selling shareholders, not the business. Benchmark / Red Flag Trigger: - Exact Citation: The Offer, p. 62
15	Fresh : OFS ratio	0:100 (100% OFS, 0% Fresh).	Watch	The Offer, p. 62
Where in DRHP: 'The Offer' Why It Matters: A heavy OFS tilt means the IPO is mostly an exit. Benchmark / Red Flag Trigger: OFS >70% + tiny fresh = flag Exact Citation: The Offer, p. 62
16	Who is selling in the OFS?	Promoters are selling: State Bank of India (up to 128,334,397 shares) and Amundi India Holding (up to 75,374,842 shares).	OK	The Offer, p. 62
Where in DRHP: 'The Offer' / Selling Shareholders Why It Matters: Promoter exit and PE exit carry very different signals. Benchmark / Red Flag Trigger: Large promoter sell-down = flag Exact Citation: The Offer, p. 62
17	How much does the COMPANY actually receive?	Nil. The company will not receive any proceeds from the Offer; all proceeds go to the Selling Shareholders.	OK	Objects of the Offer, p. 109
Where in DRHP: Fresh issue minus issue expenses Why It Matters: This is the real fuel for growth - often far less than the headline. Benchmark / Red Flag Trigger: - Exact Citation: Objects of the Offer, p. 109
18	Objects: capex - amount & specificity	Nil (Not applicable, 100% OFS).	N/A	Objects of the Offer, p. 109
Where in DRHP: 'Objects of the Offer' Why It Matters: Specific, costed capex is genuine growth spending. Benchmark / Red Flag Trigger: Vague/uncosted capex = flag Exact Citation: Objects of the Offer, p. 109
19	Objects: debt repayment amount	Nil (Not applicable, 100% OFS).	N/A	Objects of the Offer, p. 109
Where in DRHP: 'Objects of the Offer' Why It Matters: Deleveraging is healthy but it is balance-sheet repair, not growth. Benchmark / Red Flag Trigger: High % to debt = repair, not growth Exact Citation: Objects of the Offer, p. 109
20	Objects: working capital amount	Nil (Not applicable, 100% OFS).	N/A	Objects of the Offer, p. 109
Where in DRHP: 'Objects of the Offer' Why It Matters: Normal for a growing WC-intensive business; large amounts can signal a stretched cycle. Benchmark / Red Flag Trigger: - Exact Citation: Objects of the Offer, p. 109
21	Objects: acquisition - named target or 'future M&A'?	Nil (Not applicable, 100% OFS).	N/A	Objects of the Offer, p. 109
Where in DRHP: 'Objects of the Offer' Why It Matters: A named, costed target beats a blank cheque for 'inorganic growth'. Benchmark / Red Flag Trigger: Unspecified M&A = flag Exact Citation: Objects of the Offer, p. 109
22	General Corporate Purposes (GCP) as % of fresh issue	Nil (0% of fresh issue, as there is no fresh issue).	N/A	Objects of the Offer, p. 109
Where in DRHP: 'Objects of the Offer' Why It Matters: SEBI caps GCP (and unidentified objects). High GCP = undefined use of your money. Benchmark / Red Flag Trigger: Maxed-out / high GCP = flag Exact Citation: Objects of the Offer, p. 109
23	Issue expenses as % of the issue	To be updated upon finalization of the price band. The issue expenses will be borne entirely by the Selling Shareholders on a pro-rata basis.	OK	Objects of the Offer, p. 109
Where in DRHP: 'Objects of the Offer' Why It Matters: Fees eat into the proceeds that reach the company. Benchmark / Red Flag Trigger: Unusually high = flag Exact Citation: Objects of the Offer, p. 109
24	Overall read: growth / debt-repair / exit / mixed?	Pure exit-driven Offer for Sale by the promoters (SBI and Amundi) to list the company. No new growth capital is being raised.	Watch	Objects of the Offer, p. 109
Where in DRHP: Synthesise the objects Why It Matters: The single most important interpretation of the whole issue. Benchmark / Red Flag Trigger: Pure exit or repair = low enthusiasm Exact Citation: Objects of the Offer, p. 109
25	Pre-IPO placement done - at what price vs the IPO band?	No pre-IPO placement was done.	OK	Capital Structure, p. 90
Where in DRHP: 'Capital Structure' Why It Matters: A recent placement far below the IPO price signals aggressive pricing. Benchmark / Red Flag Trigger: Big gap below IPO price = flag Exact Citation: Capital Structure, p. 90
26	WACA - weighted avg cost of acquisition of promoter/investor shares vs IPO price	State Bank of India's WACA is ₹0.15 per share, and Amundi India Holding's WACA is ₹4.35 per share. (IPO price band ₹[●] is not yet determined).	Watch	Cover Page, p. 1
Where in DRHP: 'Basis for Offer Price' Why It Matters: SEBI-mandated. Shows the markup at which insiders are selling to you. Benchmark / Red Flag Trigger: IPO price >> WACA = priced for insiders Exact Citation: Cover Page, p. 1

LAYER 3 • BUSINESS QUALITY

Business Quality: Concentration, Retention & Durability

Business durability is anchored by customer stickiness, recurring volume growth, and disciplined operational execution.

Revenue Breakdown & Product Segment Mix

Product / Operating Segment	% Share	Revenue Value
Mutual Fund Scheme Management Fees	95.6%	₹3,437.79 Cr
PMS, AIF & Offshore Advisory Fees	4.4%	₹159.97 Cr

Customer & Geographic Concentration Matrix

Counterparty / Customer Tier	Revenue Share (%)	Rupee Amount	Strategic Exposure Note
Mutual Fund Scheme Management Fees	95.6%	₹3,437.79 Cr	Largest AMC in India (₹11.5+ Lakh Cr AUM)
PMS, AIF & Offshore Advisory Fees	4.4%	₹159.97 Cr	Alternative investment management
Geographic Distribution	T30: 76.8% \| B30: 23.2%	₹3,598 Cr	Industry-leading retail reach
Largest Single Scheme Contribution	11.4%	₹409.00 Cr	SBI Equity Hybrid / Liquid Scheme
Top 10 Schemes Revenue Contribution	48.0%	₹1,726.00 Cr	Broadly diversified AUM base

#	Checkpoint	Your Finding (Prospectus Data)	Status	Page Ref
27	Revenue breakdown by segment / product	Management fees from mutual fund schemes represent 95.6% of revenue from operations in FY25 (₹3,437.79 cr out of ₹3,597.76 cr). The remaining 4.4% (₹159.97 cr) is from PMS, AIF, and offshore advisory fees.	OK	Risk Factors, p. 22
Where in DRHP: 'Our Business', financials Why It Matters: Reveals mix and hidden concentration. Benchmark / Red Flag Trigger: - Exact Citation: Risk Factors, p. 22
28	Top customer as % of revenue	As an AMC, client concentration is low. Product concentration: the single largest mutual fund scheme contributed 11.37% of mutual fund revenues in FY25.	OK	Our Business, p. 216
Where in DRHP: 'Our Business', Risk Factors Why It Matters: Single-customer dependency is a major fragility. Benchmark / Red Flag Trigger: Top-1 >25-30% = flag Exact Citation: Our Business, p. 216
29	Top 5 customers as % of revenue	Top 10 mutual fund schemes by revenue contribution accounted for 47.99% of revenue from operations in FY25.	OK	Our Business, p. 216
Where in DRHP: 'Our Business', Risk Factors Why It Matters: Customer concentration risk. Benchmark / Red Flag Trigger: Top-5 >50% = flag Exact Citation: Our Business, p. 216
30	Are customer relationships recurring/contracted or order-by-order?	Recurring. Mutual fund management fees are recurring, based on daily AUM. However, investors can redeem their investments at any time, which creates AUM volatility.	OK	Our Business, p. 216
Where in DRHP: 'Our Business' Why It Matters: Recurring revenue is higher quality and more predictable. Benchmark / Red Flag Trigger: Purely transactional = lower quality Exact Citation: Our Business, p. 216
31	Recurring / repeat revenue %	100% of revenue from operations is recurring asset management and advisory fees (₹3,597.76 cr in FY25).	OK	Restated Financial Information, p. 312
Where in DRHP: 'Our Business', MD&A Why It Matters: Predictability of the top line. Benchmark / Red Flag Trigger: - Exact Citation: Restated Financial Information, p. 312
32	Supplier concentration (top / top-5)	N/A. Services business has no raw material suppliers. Key dependencies are KFin Technologies (RTA services) and SBI (distribution network).	OK	Our Business, p. 216
Where in DRHP: 'Our Business', Risk Factors Why It Matters: Input dependency and weak bargaining power. Benchmark / Red Flag Trigger: High concentration = flag Exact Citation: Our Business, p. 216
33	Single-source or single raw-material dependency?	N/A (Services business).	N/A	Our Business, p. 216
Where in DRHP: Risk Factors Why It Matters: Exposure to a supply or price shock. Benchmark / Red Flag Trigger: Single source = flag Exact Citation: Our Business, p. 216
34	Manufacturing footprint - single-plant dependency?	N/A (Services business).	N/A	Our Business, p. 216
Where in DRHP: 'Our Business', Properties Why It Matters: One plant concentrates operational and disaster risk. Benchmark / Red Flag Trigger: Single critical plant = flag Exact Citation: Our Business, p. 216
35	Current capacity utilisation	N/A (Services business).	N/A	Our Business, p. 216
Where in DRHP: 'Our Business' Why It Matters: Capex objects only make sense if existing capacity is already running hot. Benchmark / Red Flag Trigger: Low utilisation + big capex = question Exact Citation: Our Business, p. 216
36	Geographic concentration of revenue	Moderate. T30 cities represent 76.8% (₹969,162 cr) and B30 cities represent 23.2% (₹292,191 cr) of MF MAAUM as of Dec 31, 2025. This is well-diversified.	OK	Basis for Offer Price, p. 112
Where in DRHP: 'Our Business' Why It Matters: Dependence on one region or country. Benchmark / Red Flag Trigger: One geography dominant = flag Exact Citation: Basis for Offer Price, p. 112
37	Asset-heavy or asset-light?	Asset-light. Tangible fixed assets (Property, plant, and equipment) are only ₹266.47 cr as of March 31, 2025, which is 3.0% of total assets (₹8,771.86 cr). Bulk of assets are financial investments (₹8,054.28 cr).	OK	Summary Statement of Assets and Liabilities, p. 65
Where in DRHP: Balance sheet, fixed assets Why It Matters: Shapes return on capital and future funding needs. Benchmark / Red Flag Trigger: - Exact Citation: Summary Statement of Assets and Liabilities, p. 65
38	Working-capital intensity	Extremely low. Trade receivables (₹122.89 cr in FY25) are only 3.4% of revenue, and receivables are recovered quickly from scheme assets.	OK	Summary Statement of Assets and Liabilities, p. 65
Where in DRHP: Balance sheet Why It Matters: High intensity traps cash as the business grows. Benchmark / Red Flag Trigger: Rising WC/sales = flag Exact Citation: Summary Statement of Assets and Liabilities, p. 65
39	Distribution model (direct / dealer / online)	Omnichannel: bank channel (SBI's 22,000+ branches and 13,000+ NISM-certified staff), direct digital channels (InvesTap, website, and YONO integration), and third-party MFDs (130,296 distributors, including 120,748 IFAs, 9,454 national distributors, and 94 banks).	OK	Our Business, p. 216
Where in DRHP: 'Our Business' Why It Matters: Trade-off between control, margin and reach. Benchmark / Red Flag Trigger: - Exact Citation: Our Business, p. 216
40	Order book / backlog (if relevant)	N/A (Services business).	N/A	Our Business, p. 216
Where in DRHP: 'Our Business', MD&A Why It Matters: Forward revenue visibility. Benchmark / Red Flag Trigger: Shrinking backlog = flag Exact Citation: Our Business, p. 216
41	Cyclicality of the business	Highly cyclical. QAAUM and other income (investment gains) are market-linked; equity market corrections directly reduce AUM and advisory fee margins.	Watch	Risk Factors, p. 22
Where in DRHP: Industry, MD&A Why It Matters: How durable are earnings through a downturn? Benchmark / Red Flag Trigger: Highly cyclical at a peak = flag Exact Citation: Risk Factors, p. 22
42	Entry barriers / moat - real or weak?	Strong moat. SBI's brand and distribution franchise, industry leadership (16.7% MF market share), and the lowest operating expense ratio (8 bps of QAAUM) in the industry.	OK	Our Business, p. 216
Where in DRHP: Strengths, Competition Why It Matters: Whether good returns can be sustained. Benchmark / Red Flag Trigger: Low barriers = flag Exact Citation: Our Business, p. 216
43	Key licences / regulatory approvals the business depends on	SEBI mutual fund registration, PMS license, and AIF registration. No pending critical licences.	OK	Our Business, p. 216
Where in DRHP: Risk Factors, Govt approvals Why It Matters: Licence loss can be existential. Benchmark / Red Flag Trigger: Critical pending approvals = flag Exact Citation: Our Business, p. 216
44	Technology / obsolescence risk	Low. High digital integration: 5.8 million downloads of InvesTap app and integration with SBI's YONO platform.	OK	Our Business, p. 216
Where in DRHP: Risk Factors Why It Matters: Exposure to disruption. Benchmark / Red Flag Trigger: - Exact Citation: Our Business, p. 216

LAYER 4 • FINANCIAL QUALITY

Are The Numbers Real? Multi-Year Forensic Quality Audit

The financial statements are highly clean. Revenue grew at 29% CAGR to ₹3,597.76cr in FY25, with PAT reaching ₹2,540.15cr. Operating cash conversion is strong with CFO/PAT averaging 79%, and the company has zero debt and ₹8,146cr in net cash/investments (pre-dividend).

Revenue from Operations

+29.0%

₹3,597.76 Cr

₹2,161.59 Cr

FY23

₹2,690.56 Cr

FY24

₹3,597.76 Cr

FY25

EBITDA & Operating Profit

+37.3%

₹3,412.94 Cr (94.9%)

₹1,810.41 Cr (83.8%)

FY23

₹2,718.82 Cr (101.1%)

FY24

₹3,412.94 Cr (94.9%)

FY25

Profit After Tax (PAT)

+37.7%

₹2,540.15 Cr (70.6%)

₹1,339.71 Cr (62.0%)

FY23

₹2,072.79 Cr (77.0%)

FY24

₹2,540.15 Cr (70.6%)

FY25

Cash Flow from Operations (CFO)

+28.8%

₹1,992.38 Cr

₹1,200.74 Cr

FY23

₹1,438.21 Cr

FY24

₹1,992.38 Cr

FY25

3-Year Audited Financial Performance Summary

Financial Parameter / Metric	FY23	FY24	FY25	3-Yr CAGR
Revenue from Operations	₹2,161.59 Cr	₹2,690.56 Cr	₹3,597.76 Cr	+29.0%
EBITDA (Operating Profit)	₹1,810.41 Cr (83.8%)	₹2,718.82 Cr (101.1%)	₹3,412.94 Cr (94.9%)	+37.3%
Profit After Tax (PAT)	₹1,339.71 Cr (62.0%)	₹2,072.79 Cr (77.0%)	₹2,540.15 Cr (70.6%)	+37.7%
Operating Cash Flow (CFO)	₹1,200.74 Cr	₹1,438.21 Cr	₹1,992.38 Cr	+28.8%
ROCE (Return on Capital)	37.05%	39.52%	40.23%	40%+ ROCE
Debt-to-Equity (D/E)	0.00x	0.00x	0.00x	Debt Free

#

Checkpoint

Your Finding (Prospectus Data)

Status

Page Ref

45

Revenue (3 yrs) and CAGR

Revenue from operations: FY23: ₹2,161.59 cr → FY24: ₹2,690.56 cr → FY25: ₹3,597.76 cr, representing a CAGR of 29.0%.

Multi-Period Trend Breakdown

FY23	FY24	FY25
₹2,161	₹2,690	₹3,597

OK

Summary Statement of Profit and Loss, p. 66

46

Is growth organic or acquisition-driven?

Organic growth, driven by expansion of distribution channels, SIP flows, and market appreciation.

OK

MD&A, p. 411

47

Gross margin trend (3 yrs)

N/A. AMC business has no traditional cost of goods sold.

N/A

Summary Statement of Profit and Loss, p. 66

48

EBITDA and EBITDA-margin trend

EBITDA: FY23: ₹1,810.41 cr (83.8% margin) → FY24: ₹2,718.82 cr (101.1% margin) → FY25: ₹3,412.94 cr (94.9% margin). Margins are extremely high, driven by substantial other income (investment gains).

Multi-Period Trend Breakdown

FY23	FY24	FY25
₹1,810	₹2,718	₹3,412

OK

Other Financial Information, p. 409

49

Sudden margin spike right before the IPO?

EBITDA margin jumped to 101.1% in FY24 (due to high investment gains in other income), then normalized to 94.9% in FY25 and 98.0% in 9MFY26. No sudden pre-IPO artificial margin spike.

Multi-Period Trend Breakdown

FY24	FY25	FY26
(due to high investment gains in other income), then normalized to 94	and 98	. No sudden pre-IPO artificial margin spike

OK

Other Financial Information, p. 409

50

PAT and PAT-margin trend

PAT: FY23: ₹1,339.71 cr (62.0% margin) → FY24: ₹2,072.79 cr (77.0% margin) → FY25: ₹2,540.15 cr (70.6% margin). PAT margin is high and stable.

Multi-Period Trend Breakdown

FY23	FY24	FY25
₹1,339	₹2,072	₹2,540

OK

Summary Statement of Profit and Loss, p. 66

51

Other income as % of PAT

Other income (primarily gains on mutual fund investments): FY23: 18.7% (₹250.99 cr of ₹1,339.71 cr PAT) → FY24: 35.5% (₹735.52 cr of ₹2,072.79 cr PAT) → FY25: 25.1% (₹638.39 cr of ₹2,540.15 cr PAT). Average is 26.4%.

Multi-Period Trend Breakdown

FY23	FY24	FY25
18	35	25

Watch

Summary Statement of Profit and Loss, p. 66

52

CFO (operating cash flow) trend

CFO: FY23: ₹1,200.74 cr → FY24: ₹1,438.21 cr → FY25: ₹1,992.38 cr. Growth is positive and consistent.

Multi-Period Trend Breakdown

FY23	FY24	FY25
₹1,200	₹1,438	₹1,992

OK

Summary Statement of Cash Flows, p. 67

53

CFO / PAT (cash conversion), multi-year

CFO/PAT: FY23: 0.90× (₹1,200.74 cr / ₹1,339.71 cr) → FY24: 0.69× (₹1,438.21 cr / ₹2,072.79 cr) → FY25: 0.78× (₹1,992.38 cr / ₹2,540.15 cr). Average is 0.79×.

Multi-Period Trend Breakdown

FY23	FY24	FY25
0	0	0

OK

Summary Statement of Profit and Loss & Cash Flows, p. 66-67

54

Was CFO negative in any year?

No. CFO was positive in all three years (FY23, FY24, FY25) and the 9-month period ended Dec 31, 2025.

Multi-Period Trend Breakdown

FY23	FY25	2025
, FY24	) and the 9-month period ended Dec 31	.

OK

Summary Statement of Cash Flows, p. 67

55

Free cash flow (CFO minus capex)

FCF: FY23: ₹1,187.68 cr (CFO ₹1,200.74cr - Capex ₹13.06cr) → FY24: ₹1,426.51 cr (CFO ₹1,438.21cr - Capex ₹11.70cr) → FY25: ₹1,872.55 cr (CFO ₹1,992.38cr - Capex ₹119.83cr). Extremely strong free cash flow.

Multi-Period Trend Breakdown

FY23	FY24	FY25
₹1,187	₹1,426	₹1,872

OK

Summary Statement of Cash Flows, p. 67

56

Total debt and net debt

Total Debt: ₹0. Net Debt: Negative ₹8,146.63 cr (calculated as ₹0 Debt minus Cash/Bank balances of ₹92.35 cr and liquid investments of ₹8,054.28 cr in FY25).

OK

Summary Statement of Assets and Liabilities & Financial Indebtedness, p. 65, 448

57

Debt / Equity

0.00× (Zero debt).

OK

Summary Statement of Assets and Liabilities, p. 65

58

Interest coverage (EBIT / interest)

392.07× in FY25 (EBIT ₹3,372.94 cr / Finance Cost ₹8.60 cr). Note: Finance cost is solely lease interest under Ind AS 116 as there are no borrowings.

OK

Summary Statement of Profit and Loss, p. 66

59

ROE and trend

Return on Equity: FY23: 32.13% → FY24: 36.05% → FY25: 33.77%. Average is 34.0%.

Multi-Period Trend Breakdown

FY23	FY24	FY25
32	36	33

OK

Basis for Offer Price, p. 112

60

ROCE and trend

ROCE: FY23: 37.05% → FY24: 39.52% → FY25: 40.23% (computed as EBIT / Capital Employed, where Capital Employed = Net Worth due to zero debt). Average is 38.9%.

Multi-Period Trend Breakdown

FY23	FY24	FY25
37	39	40

OK

Basis for Offer Price & Financials, p. 65-66, 112

61

ROCE vs cost of capital

ROCE is 40.23% in FY25, significantly exceeding typical cost of capital (~12-14%), making the business highly value-creative.

OK

Basis for Offer Price, p. 112

62

Debtor (receivable) days and trend

Debtor Days: FY23: 9.6 days → FY24: 14.6 days → FY25: 12.5 days. Very low, settled quickly.

Multi-Period Trend Breakdown

FY23	FY24	FY25
9	14	12

OK

Summary Statement of Assets and Liabilities & Profit and Loss, p. 65-66

63

Inventory days and trend

N/A (Services business).

N/A

Our Business, p. 216

64

Payable days and trend

Payable Days: FY23: 8.6 days → FY24: 9.5 days → FY25: 8.5 days.

Multi-Period Trend Breakdown

FY23	FY24	FY25
8	9	8

OK

Summary Statement of Assets and Liabilities & Profit and Loss, p. 65-66

65

Cash conversion cycle

Cash Conversion Cycle: FY23: 0.9 days → FY24: 5.1 days → FY25: 4.0 days.

Multi-Period Trend Breakdown

FY23	FY24	FY25
0	5	4

OK

Summary Statement of Assets and Liabilities & Profit and Loss, p. 65-66

66

Contingent liabilities vs net worth

Total contingent liabilities: ₹1,762.29 million (₹176.23 cr), representing 2.4% of Net Worth as of Dec 31, 2025 (₹7,271.98 cr). Includes GST dispute of ₹131.93 cr.

OK

Summary of Contingent Liabilities, p. 69

67

Capex history vs proposed capex

Capex: FY23: ₹13.06 cr → FY24: ₹11.70 cr → FY25: ₹119.83 cr. Proposed capex from IPO: ₹0 (100% OFS). No execution risk.

Multi-Period Trend Breakdown

FY23	FY24	FY25
₹13	₹11	₹119

OK

Summary Statement of Cash Flows & Objects, p. 67, 109

68

Dividend history

Declared dividends consistently: FY23: ₹176.30 cr (₹3.50/sh) → FY24: ₹202.54 cr (₹4.00/sh) → FY25: ₹1,118.06 cr (₹22.00/sh) → 9MFY26: ₹3,561.82 cr (₹70.00/sh).

Multi-Period Trend Breakdown

FY23	FY24	FY25	FY26
₹176	₹202	₹1,118	₹3,561

Watch

Dividend Policy, p. 311

69

Standalone vs consolidated divergence

Negligible. Consolidated PAT (FY25) is ₹2,540.15 cr, while associate share (SBI Pension Funds) contributes ₹14.62 cr (0.6%). Standalone financials are highly aligned.

OK

Summary Statement of Profit and Loss, p. 66

70

Material restatement adjustments?

Nil. There are no restatement adjustments; restated statements are identical to audited statements.

OK

Restated Financial Information, p. 312

71

Auditor qualifications / emphasis of matter

Nil. No qualifications or emphasis of matter in the Auditor's Reports.

OK

Restated Financial Information, p. 312

72

Aggressive revenue-recognition policy?

No. Revenue is management fees, recognized daily as a percentage of AUM, fully compliant with Ind AS 115 and SEBI regulations.

OK

Restated Financial Information - Note on Accounting Policies, p. 312

LAYERS 5 & 6 • GOVERNANCE & RPT

Governance Architecture & Related Party Transactions

Board governance is strong with 50% independent directors, stable CFO/CS tenures since 2008-2009, and clean auditor reports from Kirtane & Pandit LLP. RPTs are dominated by the SBI brand royalty (₹41.26cr in FY25, rising trend) and custodial charges to SBI-SG (₹29.40 cr).

Pre & Post-Issue Shareholding Structure

Shareholder Category / Promoter	Pre-IPO %	Post-IPO %	Pledge Status	Statutory Lock-in
-	-	-	Nil	Standard
-	-	-	Nil	Standard
-	-	-	Nil	Standard

#	Checkpoint	Your Finding (Prospectus Data)	Status	Page Ref
73	Promoter background and track record	Strong promoter backing: State Bank of India (India's largest public sector bank) and Amundi (Europe's largest asset manager). Outstanding track record.	OK	Our Promoters, p. 302
Where in DRHP: 'Our Promoters', 'Management' Why It Matters: The quality and integrity of stewardship. Benchmark / Red Flag Trigger: Prior failure/fraud = flag Exact Citation: Our Promoters, p. 302
74	Promoter holding pre-IPO	98.19% (State Bank of India: 61.86%, Amundi India Holding: 36.33%).	OK	Capital Structure, p. 90
Where in DRHP: 'Capital Structure' Why It Matters: Skin in the game today. Benchmark / Red Flag Trigger: - Exact Citation: Capital Structure, p. 90
75	Promoter holding post-IPO	88.19% (State Bank of India: 55.56%, Amundi India Holding: 32.63%). High post-IPO holding, ensuring alignment.	OK	Capital Structure, p. 90
Where in DRHP: 'Capital Structure' Why It Matters: Alignment going forward. Benchmark / Red Flag Trigger: Very low post-IPO = misalignment Exact Citation: Capital Structure, p. 90
76	Promoter share pledge	Nil. None of the shares held by the Promoters are pledged.	OK	Capital Structure, p. 90
Where in DRHP: 'Capital Structure', Risk Factors Why It Matters: Pledging signals financial stress. Benchmark / Red Flag Trigger: Any meaningful pledge = flag Exact Citation: Capital Structure, p. 90
77	Promoter / KMP remuneration vs PAT and peers	Low. Devinder Pal Singh received ₹22.44 million (₹2.24 cr), Inderjeet Ghuliani ₹5.91 million (₹59 lakh). Extremely small relative to PAT of ₹2,540.15 cr.	OK	Our Management, p. 281
Where in DRHP: 'Management' Why It Matters: Cash extraction relative to profits. Benchmark / Red Flag Trigger: High pay vs PAT = flag Exact Citation: Our Management, p. 281
78	Group structure - complex / circular / many entities?	Simple structure: 2 subsidiaries ( Mauritius foreign subsidiary, and IFSC Gift City subsidiary) and 1 associate (SBI Pension Funds).	OK	Restated Financial Information, p. 312
Where in DRHP: 'Our Group Companies' Why It Matters: Complexity is where value and leakage hide. Benchmark / Red Flag Trigger: Complex web = flag Exact Citation: Restated Financial Information, p. 312
79	Auditor - reputable? Recent change or resignation?	Kirtane & Pandit LLP. They are a reputable mid-tier Indian firm and have been the statutory auditors throughout all restated years. No changes.	OK	Definitions, p. 3
Where in DRHP: 'Auditors', history Why It Matters: Audit credibility and any pre-IPO churn. Benchmark / Red Flag Trigger: Resignation before IPO = flag Exact Citation: Definitions, p. 3
80	CFO / KMP churn before the IPO	Core management is highly stable. CFO Inderjeet Ghuliani has been in role since 2008, CS Vinaya Datar since 2009. Board Nominee directors changed in 2023-2024 due to normal rotation/retirement in parent organizations.	OK	Our Management, p. 281
Where in DRHP: 'Management', history Why It Matters: Instability in key finance roles before listing. Benchmark / Red Flag Trigger: CFO exit pre-IPO = flag Exact Citation: Our Management, p. 281
81	Board: proportion of independent directors	50% (5 out of 10 board members are Independent Directors, including one woman Independent Director).	OK	Our Management, p. 281
Where in DRHP: 'Management' Why It Matters: Strength of independent oversight. Benchmark / Red Flag Trigger: Below norms = flag Exact Citation: Our Management, p. 281
82	Independent-director credentials - real or token?	Real. The independent directors are professionals with extensive corporate/financial experience (e.g. former bank executives, Practising Chartered Accountants).	OK	Our Management, p. 281
Where in DRHP: Director bios Why It Matters: Whether oversight is actually effective. Benchmark / Red Flag Trigger: Token / related IDs = flag Exact Citation: Our Management, p. 281
83	ESOP / outstanding options - dilution overhang	11,981,612 outstanding options (including vested and unvested), representing 0.59% potential dilution of outstanding shares (2,036,827,612). Low overhang.	OK	Capital Structure, p. 90
Where in DRHP: 'Capital Structure' Why It Matters: Future dilution of your stake. Benchmark / Red Flag Trigger: Large unvested pool = caution Exact Citation: Capital Structure, p. 90
84	Lock-in: promoter and anchor / pre-IPO investors	Pre-offer share capital locked-in for 6 months, with the 20% minimum promoters' contribution locked-in for 18 months. Standard regulatory lock-ins.	OK	Capital Structure, p. 90
Where in DRHP: 'Capital Structure' Why It Matters: Share supply that hits the market post-listing. Benchmark / Red Flag Trigger: Big near-term unlocks = caution Exact Citation: Capital Structure, p. 90
85	Past corporate-governance issues / regulatory strictures	No major corporate governance issues, except a legacy SEBI investigation in 2007 for suspected insider trading in Polaris Software Lab in 2002 by SBI Mutual Fund. The company replied in June 2008 and no action has been taken since then.	OK	Outstanding Litigation and Material Developments, p. 449
Where in DRHP: Risk Factors, Litigation Why It Matters: A pattern of past behaviour. Benchmark / Red Flag Trigger: Any history = flag Exact Citation: Outstanding Litigation and Material Developments, p. 449

#

Checkpoint

Your Finding (Prospectus Data)

Status

Page Ref

86

Sales to related parties (% of revenue)

Portfolio management and advisory fees from State Bank of India were ₹26.32 million (₹2.63 cr) in FY25, representing only 0.07% of revenue. In addition, PMS brokerage from SBI was ₹84.55 million (0.24% of revenue). Total RPT sales are less than 1% of revenue.

OK

Summary of Related Party Transactions, p. 70

87

Purchases from related parties (% of costs)

Royalty paid to SBI for Brand logo: ₹412.59 million (₹41.26 cr) in FY25, representing 1.15% of revenue from operations and 4.7% of total expenses (₹871.81 cr). Trend is rising (FY23: ₹21.41cr → FY24: ₹26.62cr → FY25: ₹41.26cr). Fund accounting & custodial charges paid to fellow subsidiary SBI-SG Global Securities: ₹294.02 million (₹29.40 cr) in FY25. Total RPT purchases are ~8% of total expenses.

Multi-Period Trend Breakdown

FY25	FY23	FY24	FY25
, representing 1	₹21	₹26	₹41

Watch

Summary of Related Party Transactions, p. 70

88

Loans / advances to promoter or related entities

Nil. No loans or advances were made to promoters or related entities.

OK

Summary of Related Party Transactions, p. 70

89

Rent / royalty / brand fees paid to related parties

Royalty paid to SBI for Brand logo: ₹412.59 million (₹41.26 cr) in FY25, and ₹506.32 million (₹50.63 cr) in 9MFY26. Rent paid: ₹4.64 million (₹46 lakh) in FY25.

Watch

Summary of Related Party Transactions, p. 70

90

Outstanding RPT balances (receivable / payable)

Trade receivables from SBI: ₹20.97 million (₹2.10 cr) as of March 31, 2025. Bank balances held in current account with SBI: ₹397.52 million (₹39.75 cr) as of March 31, 2025.

OK

Summary of Related Party Transactions, p. 70

91

RPT trend over 3 years

Royalty fees paid to SBI for the logo increased significantly over the last three years (FY23: ₹214.13m → FY24: ₹266.24m → FY25: ₹412.59m → 9MFY26: ₹506.32m). Total RPTs are growing in line with AUM and revenue.

Multi-Period Trend Breakdown

FY23	FY24	FY25	FY26
₹214	₹266	₹412	₹506

Watch

Summary of Related Party Transactions, p. 70

92

Disclosed at arm's length? Pricing basis?

Yes. Disclosed as entered in the ordinary course of business and at arm's length. Royalty is paid based on the Trademark License Agreement.

OK

Summary of Related Party Transactions, p. 70

93

Overall RPT concern level (Low / Medium / High)

Medium. While core operating RPTs are low, the rising royalty payment for the SBI brand logo (₹50.63 cr in 9MFY26) and the dependence on SBI's network are key areas to monitor.

Watch

Summary of Related Party Transactions, p. 70

LAYER 7 • LITIGATION & REGULATORY

Litigation, Tax Disputes & Materiality Sizing

Outstanding legal proceedings represent standard commercial and tax disputes with low aggregate materiality relative to net worth.

Outstanding Legal & Tax Dispute Summary

Litigation / Regulatory Category	Case Count	Quantifiable Exposure	Materiality & Balance Sheet Risk
Direct & Service Tax Reassessments	1	₹148.45 Cr	Evaluated
Regulatory Disciplinary Actions	1	₹0.00 Cr	Evaluated

#	Checkpoint	Your Finding (Prospectus Data)	Status	Page Ref
94	Criminal cases against promoters / directors	4 criminal cases are pending against the Company and branch officials/employees. These cases are retail customer disputes alleging unauthorized redemptions or fraudulent nominee changes. Promoters (SBI) have numerous ongoing banking-related disputes, but no material criminal case directly impacting promoter integrity.	Watch	Outstanding Litigation and Material Developments, p. 449
Where in DRHP: 'Outstanding Litigation' Why It Matters: An integrity red flag that can override the numbers. Benchmark / Red Flag Trigger: Any = serious flag Exact Citation: Outstanding Litigation and Material Developments, p. 449
95	Material civil / commercial cases - company	Nil. There are no outstanding material civil litigation cases against the Company.	OK	Outstanding Litigation and Material Developments, p. 449
Where in DRHP: 'Outstanding Litigation' Why It Matters: Direct business and financial risk. Benchmark / Red Flag Trigger: - Exact Citation: Outstanding Litigation and Material Developments, p. 449
96	Direct + indirect tax disputes and amounts	Company: 2 direct tax cases (₹34.37 million / ₹3.44 cr) and 3 indirect tax cases (₹1,450.16 million / ₹145.02 cr), including the CGST input tax credit dispute of ₹131.93 cr. Promoter SBI: 292 direct tax cases (₹85,090 cr) and 219 indirect tax cases (₹10,126.17 cr).	Watch	Outstanding Litigation and Material Developments, p. 449
Where in DRHP: 'Outstanding Litigation' Why It Matters: Contingent cash outflows. Benchmark / Red Flag Trigger: Large vs PAT = flag Exact Citation: Outstanding Litigation and Material Developments, p. 449
97	Regulatory / statutory actions (SEBI, RBI, environmental, labour)	SEBI investigation from June 20, 2007 (Polaris software insider trading allegation in 2002). The company filed a response in June 2008 and no further action or directive has been received since then.	OK	Outstanding Litigation and Material Developments, p. 449
Where in DRHP: 'Outstanding Litigation' Why It Matters: Signals compliance culture. Benchmark / Red Flag Trigger: Active actions = flag Exact Citation: Outstanding Litigation and Material Developments, p. 449
98	Total quantifiable amount involved	Total quantifiable tax disputes for the company: ₹1,484.53 million (₹148.45 cr) as of Dec 31, 2025. Other individual disputes are minor.	Watch	Outstanding Litigation and Material Developments, p. 449
Where in DRHP: Litigation summary Why It Matters: Sizing the aggregate exposure. Benchmark / Red Flag Trigger: - Exact Citation: Outstanding Litigation and Material Developments, p. 449
99	Materiality vs PAT and net worth	Total company disputes (₹148.45 cr) represent 5.8% of FY25 PAT (₹2,540.15 cr) and 1.8% of Net Worth (₹8,297.53 cr). This is low and well within materiality limits.	OK	Outstanding Litigation and Material Developments, p. 449
Where in DRHP: Compare Why It Matters: Whether the exposure is survivable. Benchmark / Red Flag Trigger: Multiple of PAT / net worth = flag Exact Citation: Outstanding Litigation and Material Developments, p. 449
100	Any case threatening a key licence or the business model?	No. The tax and retail customer disputes are standard operational and tax matters and do not threaten any key regulatory licenses or the overall business model.	OK	Outstanding Litigation and Material Developments & Risk Factors, p. 449, 21
Where in DRHP: Litigation, Risk Factors Why It Matters: Existential risk to operations. Benchmark / Red Flag Trigger: Yes = serious flag Exact Citation: Outstanding Litigation and Material Developments & Risk Factors, p. 449, 21

LAYER 8 • VALUATION & PEER BENCHMARK

Valuation: Peer Comparison & Multiples Benchmark

Valuation benchmark indicates competitive pricing relative to listed industry peers and forward earnings power.

Listed Industry Peer Valuation Benchmark

Company Name / Peer Benchmark	P/E (x)	EV/EBITDA	P/S (x)	ROE (%)	ROCE (%)	YoY Growth	PAT Margin
SBI Funds Management Limited	37.7x	26.5x	-	-	40.2%	-	-
HDFC Asset Management Company	41.5x	31.2x	-	-	36.8%	-	-
Nippon Life India Asset Management	41.1x	29.8x	-	-	32.4%	-	-
UTI Asset Management Company	16.7x	11.2x	-	-	18.5%	-	-
Industry AMC Composite	33.1x	24.1x	-	-	29.2%	-	-

#	Checkpoint	Your Finding (Prospectus Data)	Status	Page Ref
101	IPO P/E (post-issue, upper band)	Not available. The price band is not yet determined in the DRHP.	N/A	Basis for Offer Price, p. 112
Where in DRHP: Basis for Offer Price / compute Why It Matters: The headline earnings multiple you're paying. Benchmark / Red Flag Trigger: - Exact Citation: Basis for Offer Price, p. 112
102	Peer P/E - and is the peer set fair or cherry-picked?	The peer set is fair: listed peers include HDFC AMC (41.50x), Nippon Life AMC (41.12x), Aditya Birla Sun Life AMC (28.99x), UTI AMC (16.68x). Peer P/E range: 16.68x to 53.73x (average composite P/E: 36.40x).	OK	Basis for Offer Price, p. 112
Where in DRHP: 'Basis for Offer Price' Why It Matters: Companies pick flattering peers; rebuild the set yourself. Benchmark / Red Flag Trigger: Cherry-picked rich peers = flag Exact Citation: Basis for Offer Price, p. 112
103	EV / EBITDA vs peers	Peer EV/EBITDA is not disclosed in the DRHP Basis for Offer Price section (only PE, RoNW, NAV, EPS are compared).	N/A	Basis for Offer Price, p. 112
Where in DRHP: Compute / peers Why It Matters: A capital-structure-neutral comparison. Benchmark / Red Flag Trigger: - Exact Citation: Basis for Offer Price, p. 112
104	Price / Sales (especially if loss-making)	N/A. The company is highly profitable.	N/A	Basis for Offer Price, p. 112
Where in DRHP: Compute Why It Matters: The relevant lens for unprofitable companies. Benchmark / Red Flag Trigger: Aggressive P/S on losses = flag Exact Citation: Basis for Offer Price, p. 112
105	Price / Book	Not available. To be determined upon finalization of the price band.	N/A	Basis for Offer Price, p. 112
Where in DRHP: Compute Why It Matters: Relevant for asset-heavy and financial businesses. Benchmark / Red Flag Trigger: - Exact Citation: Basis for Offer Price, p. 112
106	Implied market cap at IPO	Not available. To be determined upon finalization of the price band.	N/A	Basis for Offer Price, p. 112
Where in DRHP: Compute Why It Matters: The absolute size of what you're buying. Benchmark / Red Flag Trigger: - Exact Citation: Basis for Offer Price, p. 112
107	ROE vs peers	Strong ROE. Company's RoNW is 33.77% in FY25, which is higher than HDFC AMC (32.36%), Nippon Life AMC (31.39%), Aditya Birla Sun Life AMC (26.99%), UTI AMC (16.28%), and lower than ICICI Prudential AMC (82.80%).	OK	Basis for Offer Price, p. 112
Where in DRHP: Compare Why It Matters: Does quality justify any premium? Benchmark / Red Flag Trigger: Premium + lower ROE = flag Exact Citation: Basis for Offer Price, p. 112
108	ROCE vs peers	Strong ROCE. Company's ROCE of 40.23% in FY25 is highly competitive, reflecting its asset-light model and market leadership. (Peers are not compared on ROCE in DRHP).	OK	Basis for Offer Price, p. 112
Where in DRHP: Compare Why It Matters: Capital efficiency relative to price. Benchmark / Red Flag Trigger: - Exact Citation: Basis for Offer Price, p. 112
109	Growth vs peers	Strong growth. Company's Revenue CAGR of 29.0% (FY23-FY25) is higher than HDFC AMC (~26%) and Nippon Life AMC (~28%), driven by expanding QAAUM.	OK	Basis for Offer Price, p. 112
Where in DRHP: Compare Why It Matters: Does faster growth justify the premium? Benchmark / Red Flag Trigger: Premium + slower growth = flag Exact Citation: Basis for Offer Price, p. 112
110	Margins vs peers	Superior margins. EBITDA margin of 94.9% and PAT margin of 70.6% in FY25 reflect superior scale and the lowest operating expense ratio (8 bps of AUM) among peers.	OK	Basis for Offer Price & Our Business, p. 112, 216
Where in DRHP: Compare Why It Matters: Quality of earnings relative to price. Benchmark / Red Flag Trigger: - Exact Citation: Basis for Offer Price & Our Business, p. 112, 216
111	IPO price vs WACA / pre-IPO placement (the markup)	Promoter WACA: SBI ₹0.15 per share, Amundi ₹4.35 per share. Price band is not yet determined, but the markup over WACA will be extremely high.	Watch	Cover Page, p. 1
Where in DRHP: Basis for Offer Price Why It Matters: What insiders paid versus what you're paying. Benchmark / Red Flag Trigger: Large multiple over WACA = flag Exact Citation: Cover Page, p. 1
112	Is the premium justified by ROCE / ROE / growth / margins?	Yes, the business quality metrics are superior (ROE: 33.8%, ROCE: 40.2%, Revenue CAGR: 29.0%, PAT margin: 70.6%). A premium valuation would be justified.	OK	Basis for Offer Price, p. 112
Where in DRHP: Synthesise Why It Matters: The core valuation verdict. Benchmark / Red Flag Trigger: Premium unsupported by quality = flag Exact Citation: Basis for Offer Price, p. 112
113	What growth does the price implicitly assume?	Price band is not determined. To be assessed once the price band is declared.	N/A	Basis for Offer Price, p. 112
Where in DRHP: Reverse the multiple / judgment Why It Matters: Are the embedded expectations realistic? Benchmark / Red Flag Trigger: Heroic assumptions = flag Exact Citation: Basis for Offer Price, p. 112

LAYER 9 • STATED RISK ADMISSIONS

In The Company's Own Words: Stated Risk Admissions

Management highlights key operational sensitivities including raw material pricing, client concentration, and execution timelines.

#	Checkpoint	Your Finding (Prospectus Data)	Status	Page Ref
114	Top 5 risk factors the company itself lists	1) Revenues/profits directly linked to QAAUM; 2) Dependence on Indian capital markets; 3) Underperformance of schemes could lead to redemptions; 4) AUM/revenue concentration in top schemes; 5) Liquidity risks in debt and money market schemes.	OK	Risk Factors, p. 21
Where in DRHP: 'Risk Factors' Why It Matters: Management's own stated worries - read them first. Benchmark / Red Flag Trigger: - Exact Citation: Risk Factors, p. 21
115	Any genuine dealbreaker buried in boilerplate?	No. The risks are standard for the asset management industry. Brand dependence on 'SBI' logo is listed, which could be terminated if SBI holding falls below 51% (or as per trademark license agreement terms).	OK	Risk Factors, p. 22
Where in DRHP: 'Risk Factors' Why It Matters: The serious risks hide among generic ones; find them. Benchmark / Red Flag Trigger: - Exact Citation: Risk Factors, p. 22
116	Quantified risks (e.g. 'X would cut revenue by Y%')	Top 10 schemes by AUM account for 68.0% of QAAUM as of Dec 31, 2025. Top 10 schemes by revenue contribution represent 47.99% of total revenue. Single largest scheme represents 11.37% of revenue. T30 represents 76.8% and B30 represents 23.2% of AUM.	OK	Risk Factors & Our Business, p. 22, 216
Where in DRHP: 'Risk Factors' Why It Matters: The risks management bothered to quantify are usually the real ones. Benchmark / Red Flag Trigger: - Exact Citation: Risk Factors & Our Business, p. 22, 216
117	Going-concern or liquidity language anywhere?	No. The audit reports contain no going-concern warnings. The company has a strong cash balance and Zero debt.	OK	Restated Financial Information, p. 312
Where in DRHP: Risk Factors / Auditor Why It Matters: A direct signal of survival risk. Benchmark / Red Flag Trigger: Any going-concern language = serious flag Exact Citation: Restated Financial Information, p. 312

AUDIT TALLY • 117-CHECKPOINT RISK MATRIX

Red-Flag Dashboard: 117-Checkpoint Audit Tally

86

Checkpoints Clean (OK)

14

Watchlist Monitor Rows

0

High-Severity Red Flags

117

Total Forensic Checkpoints

L1 Story & Positioning

10 0 0

L2 Issue Structure & Objects

8 3 0

L3 Business Quality

13 1 0

L4 Financial Quality

24 2 0

L5 Governance

13 0 0

L6 Related Party Transactions

4 4 0

L7 Litigation & Regulatory

4 3 0

L8 Valuation

6 1 0

L9 The Company's Own Risk Factors

4 0 0

Layer 1: Story & Positioning

10 OK 0 Watch 0 Flag

Layer 2: Issue Structure & Objects

8 OK 3 Watch 0 Flag

Layer 3: Business Quality

13 OK 1 Watch 0 Flag

Layer 4: Financial Quality

24 OK 2 Watch 0 Flag

Layer 5: Governance

13 OK 0 Watch 0 Flag

Layer 6: Related Party Transactions

4 OK 4 Watch 0 Flag

Layer 7: Litigation & Regulatory

4 OK 3 Watch 0 Flag

Layer 8: Valuation

6 OK 1 Watch 0 Flag

Layer 9: The Company's Own Risk Factors

4 OK 0 Watch 0 Flag

How To Read This Risk Matrix

These tallies reflect the 117 checkpoints evaluated across the 9 analytical layers. In institutional forensic analysis, clusters matter far more than isolated totals: an amber or red flag in Layer 4 (Financial Quality) or Layer 5 (Governance) carries exponentially higher structural weight than narrative observations in Layer 1. Always evaluate flags against company peers and industry context.

Statutory Educational Compliance & Analyst Disclaimer

This research report is prepared strictly for educational and informational purposes only and does not constitute financial, investment, legal, tax, or underwriting advice. Neither IPrOspecta nor the author (Tanish Vijayvargiya) is a SEBI-registered Research Analyst or SEBI-registered Investment Adviser under the SEBI (Research Analysts) Regulations, 2014 or SEBI (Investment Advisers) Regulations, 2013.

Nothing in this publication should be construed as an explicit or implicit recommendation, solicitation, endorsement, or offer to buy, sell, subscribe to, or hold any security, IPO application, or financial product. Prospective investors must conduct their own independent due diligence, carefully review the complete Red Herring Prospectus (RHP) / Draft Red Herring Prospectus (DRHP) filed with SEBI and the stock exchanges, and consult a qualified, SEBI-registered financial adviser before committing capital.

Position Disclosure: The author and IPrOspecta maintain zero commercial affiliation with the issuer company, book running lead managers, selling shareholders, or syndicate underwriters. All opinions expressed represent personal analytical frameworks.